I’d gotten a 62 on the first Chemistry test, and I’ll be damned if I was going to do that bad again. I’d gotten all A’s in high school, and here I was, failing a freshman course.

Julie, you do pretty well in chemistry, right? I typed into the IM window.


Want to help me study?

Sure, right now?

Yeah, I guess, I’m not making much headway here.

Come on over.

I packed up my stuff, and grabbed my backpack, heading out the door. The crisp Northern New York air hit me hard, and I wished immediately, that I’d grabbed my coat. Too lazy to go back, I hurried on and walked into her building.

“Come on in,” a muffled voice called as I knocked on the door. I opened it to find Julie nowhere in sight. She was in the bathroom that connected her suite to the adjacent one.

She walked out of the bathroom, sliding a black T-shirt on as she did so. There were piles of paper everywhere on her side of the room, her roommates was a stark clean contrast. She had posters of rock and metal bands on the wall, what you’d expect from a guy, not a nerdy girl.

She had wavy red hair down to the middle of her back that she pulled into a simple ponytail, and square framed glasses perched atop a pointy nose. She was attractive in a nerdy sort of way. She had a thin, pale body that you’d expect from someone more acquainted with the online world than the real one, and nice round C-cup breasts. She was attractive, but you’d certainly never pick her out of a crowd.

“So you don’t want to fuck this one up as bad as the last one?” She also had a fairly strong personality.

“That would be correct,” I said matter of factly. She gestured towards the bed, the only thing even remotely absent of the clutter tat pervaded the rest of the room. I grabbed my books and some papers and sat down next to her.

“We’ll start with the questions at the end of the chapter. Have you done any of them?”

I shook my head no.

“Figures, looking at porn while the chem. Book is open doesn’t count as studying,” she said grinning.

“No, but it is fun.”

I grabbed a pencil and set to work on the first few while she looked over my shoulder. Halfway into the first problem, I put my pencil down and sighed.

“I wish I could just sleep with the teacher, like in porno’s, it’d certainly be easier.”

“Ew,” she repled. Our professor was an older man.

“It’d be easier,” I said with a laugh.

“Maybe for you,” she poked me in the ribs where she knew I was ticklish. I poked her back in the same spot, sending her moving away from me in spasms. It was war now. Our previous study sessions all usually degraded in much the same way, either being lost in inane conversation, or poking at each other like a couple of two year olds.

“I really can’t afford to fail again,” I said after things had died down.

“No, you can’t,” she agreed.

“Can you be more serious?”

She snorted and looked at me incredulously. “Can YOU?”

“I just need some motivation to not be distracted and procrastinate.” She laughed and lifted her shirt so that the bottom of her bra showed.

“No, I said I need to NOT be distracted.”

“Do the chapter review, one at a time. If you get one right, I’ll take something off.”

“What about your boyfriend?” She waved her hand dismissively.

“Right now, you need help, and judging by some of the retardation that was your answers on the last test, drastic help.”

Fine,” I said, grinning, and grabbed the book again.

“I wasn’t finished,” she said with an air of authority.

“You weren’t?” I asked, then it dawned on me. “What if I don’t get it right?”

“Then you take something off.”

She peeled off her T-shirt, revealing a black tank top beneath. “I haven’t even started yet, what are you doing?”

“Handicapping you,” she said laughing.

“You better get ready to keep going,” I told her, grabbing the pencil.

It wasn’t easy, especially with all the cleavage she was now showing, but at the thought of reward, I managed to buckle down and get to work. She eyed me intently, grinning slightly in confidence. I could feel my cock begin to take notice in my boxers. Ten minutes later, I handed her the paper.

She looked my work up and down, then frowned, pulling her tank top over her head. Her breasts jiggled slightly as she tossed it to the side. They were almost bleached white, but looked extremely firm. She leaned over slightly for my benefit and despite her exposure, grinned devilishly. “Number two.”

I set to work once more, my concentration significantly hampered this time. I thought I understood the question enough to answer it correctly, but the work was complicated. It didn’t help that she kept pushing them together, and swinging them back and forth. I handed her the paper several minutes later.

“Wrong,” she said triumphantly.

“Fuck that, I know I got it right,” I protested.

She smiled ear to ear. “You did, but it’s in the wrong units. It asks specifically for mg/L, not g/L.

Grumbling, I pulled off my shirt. She whistled appreciatively, making me blush. I knew I didn’t look bad, being fairly athletic, but I doubted my 5’10, 140 pound form looked anything but great.

Now it was her turn to be a little distracted as I went to work on the next question. I could tell right from the beginning that it was tough, but with nice breasts just a thin layer of fabric away, I pressed on.

“I’m gonna have to impose a ten minute time limit,” she said, breaking the silence. I’d made no headway with the question at all. I’d probably be stripping next, and we both new it. That thought made my dick get a little harder, which with no shirt on, was getting more difficult to hide. Finally, I just wrote down a guess and handed her the paper.

She looked shocked, but recovered quickly. “This is right. But your work isn’t, which would get you no credit.”

“That’s not fair,” I stood up and put my hands on my hips. She took this moment to quickly grab my shorts and yank down before I could do anything.

“Ooh, looks like your friend came to play,” she said noticing the tent in my boxers. I tried to pull my shorts back up, but she stepped on them, and my foot in the process. I stumbled backwards, and in trying not to fall, had to slide both my feet out. She picked them up and put them behind her on the bed.

She eyed me up and down, licking her lips, and eventually settling on my, for now, clothed cock.

“I can’t wait to see that,” she said pointing, in doing so, barely brushing it. “Sit back down, or I’m going to pull you to the bed by it.”

Reluctantly I did so, and picked up the chemistry book. If it was hard to concentrate before, it was damned near impossible how. With her shaking her assets at me, and rattling off non-stop taunts, my dick was as hard as it could be.

“I hope you’re getting ready to take that bra off,” I told her in the middle of the question.

“Oh like this?” she ribbed back, pulling them out, covered with her hands, then sliding them back in again. I couldn’t help but stare, and she laughed. I bent over again and furiously worked at the question. I thought I had it right, but I couldn’t be sure. I checked my work, and got a different answer. Frustrated, I put the pencil down and stared at the messy paper.

“Time’s up.” She cooed happily.

I looked back and forth between the two numbers, and had to make a decision. I circled one and handed it to her.

“One of these is right, congratulations.” She looked up. “But not the one you circled.” She was almost cackling at this point.

“Do I really have to do this?” I asked her, being a relative newcomer to sexuality.

She narrowed her eyes at me. “Of course you do. I want to see my prize.”

I slowly slid my boxers down, keeping my arms in front of myself, until, finally, I brought them up and tossed them to her. My hands were still able to obscure most of my 6.5’’ cock. She frowned at me.

“Now let me see. Hands on your head.”

I did as she told me, and she smiled appreciatively. “Nice.” She slid to the edge of the bed, and put her hand on my hip, pulling me in close. Her face was inches away, getting a nice, good look. I could feel her breath on it, and it made my heart quicken and my knees unsure of whether or not they could hold me weight. She smiled, knowing exactly what she was doing to me, and moved away, patting the bed. “You’ve got one more to do, then the multiple choice.”

“What if I get that one wrong?”

“You’ll just have to wait and see.”

My mind raced at what that might mean. It was distracting, too distracting, I never even had a chance. Red in the face, and horny as hell, I handed her my paper.

“You did most of this right, you just goofed up in the end.”

My heart sank, but my cock was excited.

“Lay down,” she commanded.

I moved some of the papers, and did as she was told, gripping the headboard with my hands so she was afforded a nice view. My cock poked up at a 45 degree angle towards my head. She sat down next to me, and put the book on my stomach, with her hand resting on my leg, mere inches away.

“For being such a good boy,” she said, unclasping her bra and tossing it aside. Her tits were perfect, round like pearls with barely any sag. Her penny sized areolas and perky nipples were even better. She cupped them with her hands, jiggling them, bringing a smile to my face. Which she quickly wiped off by blindfolding me.

“So you don’t get too distracted,” she said. As she tightened the knot, I realized that her boobs were hanging right in my face. I moved my head towards them, ever so slightly.

“Think you’re funny, do you?” she asked playfully. I nodded.

She moved around the room for a moment. When she came back, I heard something slicking shut around my wrists. “Maybe now you’ll behave.” I tried to move, but the handcuffs held me tight. She ran her hand lightly up my thigh, causing me to twitch massively. She had total control over my body.

“Now for some proper motivation,” I moaned loudly as her hand wrapped around my cock and started stroking it. I felt her shift around on the bed until she knelt between my legs, still keeping a handful.

“Which is not one of the strongest acids?” she asked me, rattling off the choices.

“Uh, B, citric acid.”

“Very good,” she cooed. She licked from my balls to my head, and back down. It took every bit of willpower I had not to burst right there. She licked me again, my back arched at her touch, and I moaned in frustration. She giggled at the torture she was putting me through.

“If you can make it through the next nine, and get seven of them right, I think you’ll enjoy yourself very much. But for each one you get wrong, I am going to torture you horribly.”

I got the next two right, and she let me take the blindfold off, enjoying the sight of her luscious tits, but I was unable to touch. She shook them and bounced them right in front of my face every chance she got, and continued to lick me until my dick was drenched, but she never slid it into her mouth. It was getting harder and harder to hold back.

She kept stroking me between questions, but slowly, tortuously so I didn’t get too close.

When I got the fourth right, she went to her dresser. She pulled out a flesh colored dildo with a flat bottom. It was about 7.5 inches long. She balanced it on my hip next to my cock and looked me in the eye. Without blinking, she put in her mouth and moved downward, inch by inch. She made it all the way to the bottom with the plastic balls up against her chin. Her cheek scraped my own member on the way down, and it drove me wild.

She bobbed slowly up and down the fake cock, all seven inches of it, showing me the extent of her talents, before finally pulling off it and setting it aside. She smiled suggestively at me and resumed her stroking.

After five in a row correct, I finally got one wrong. She smiled, and moved her mouth right over my cock. Ever so lightly, she flicked her tongue at the tip. I moaned and tried to thrust myself closer, but she maintained a gentle, but firm grip on my balls.

She kept lashing out with her tongue, before I was nearly in tears, begging her to end the torture. After several minutes, she stopped, satisfied she’d made the impression she needed to. My dick was in both agony and ecstasy at her touch.

Somehow, through the sexual fog, I managed to get another two right. Keeping a hand on my cock, she moved up my body, taunting me with her tits once more. But this time, she lowered them to my lips. I kissed her chest between them, before moving to take a nipple in my mouth. I swirled my tongue around it, nibbled slightly, and licked some more.

By the way she arched her back, pushing her soft skin up against my face, I could tell she was enjoying herself. She moved over so I could soak the other. I moved my tongue quickly up and down, prompting a quick moan from her, but she quickly recovered, and moved away.

“Since that was kind of for both of us…” she trailed off as she took my head in her mouth, and swirled her tongue around it a few times, before moving off.

“If you get the next one right, I am going to suck you dry,” she said, licking my head again.

I convulsed again, barely able to hold back.

“I’m going to deepthroat you again and again, until you burst all over my tongue.” Another lick. I was going insane. “You got a big load for me?” I nodded. “Good, then answer the next question.”

She read it to me in between licks of my balls. I had absolutely nothing left as far as holding back, one touch of her tongue on my cock, and I was going to explode. She had moved from my balls and was slowly working her way up my cock.

“B!” I finally yelled out.

“Mmmm,” was all she said with a smile, before plunging me down her throat.

She moved quickly all the way up and all the way down. I was starting to cum by the second time she made it back up. I blew the first few ropes of cum onto her tongue, with her stroking me. I came out of her mouth and got some on her face. She squealed with delight, and put me back in her mouth, milking out every last bit onto her tongue. It seemed like I’d cum for days when she finally slid my tired member out of her mouth. I opened my eyes to quite a mess.

It was all over her face and hair, as well as her neck, and the bit she’d drooled down her chin onto her breasts. She took some from her face and rubbed it on her tits before licking every one of her fingers. She licked a little bit off my dick, and giggled at my helplessness. I shifted slightly, mostly too tired to even move, not even caring where I was.

That is until we both heard a key in the door. Julie’s roommate Amanda walked in the room, and stopped dead in her tracks as she surveyed the scene.

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