Rayne knew that most of Her male professors expected that someone who looks and acts the way She did must be a "dumb broad", but they're usually surprised to find out that She has a straight "A" average.   This semester, however, Dr. eliot, Her science professor, seemed to have taken an intense dislike to Her, and although She could tell She was doing better than anyone in the class, he wouldn't give Her anything higher than a B on Her first two papers.

After Her second paper, She decided to have a talk with him, to see if there was something She could do to improve Her grade.  he suggested that T/they have the meeting at his home.  Rayne agreed to meet him after dinner that night.

Rayne had had invitations like this from some of Her other professors, and most of them seemed to lead to the guy making some sort of pass at Her.  Always trying to be prepared for any contingency, She made sure to dress in a sexy manner.  Rayne figured it wouldn't hurt Her cause, and it probably would help.  She wore a pair of shorts, a light, cotton sweater, and a pair of high-heeled shoes.  The shorts were the skimpiest pair She owned and She wasn't wearing a bra.

She showed up at the appointed time that evening.  eliot showed Her in without the slightest hint of kindness.  his house was clean but a bit disheveled, and it had the look of a bachelor pad, which wasn't surprising, since it was well known around campus that he lived alone.

he led Her to a room he called his "study".  It was a converted family room with a desk, a few comfortable chairs, and shelf upon shelf of books.  he sat down behind his desk, and he indicated a chair off to the side of it.  Rayne sat down, crossing Her legs in a demure manner, although She was well aware that with Her skimpy shorts, even a demure posture was quite revealing.

T/they discussed the papers Rayne had written, and eliot replied in an annoyed, perfunctory manner that the papers were fine.  Rayne asked him why, then, did he only give her B's.  his disdainful answer was that a B is a perfectly good grade, and that Rayne shouldn't complain.

Rayne finally just confronted him point blank.  "I don't understand," She said.  "My papers are quite good by your own admission.  I'm quite interested in the topics you discuss in your course, and I'm probably more knowledgeable about them than anyone else in the class.  So what have I done to get you so down on me?  What do you have against Me?"

eliot was startled by Rayne's sudden frankness, but he quickly composed himself and gave Her a long, hard stare.  After an uncomfortable pause, he sighed and began to speak in a tense, disdainful manner.  "Miss Rayne," he began, "i must say that i have a very hard time believing that You don't know what it is that i'm so "down on You" about, as You put it."

he gave Her an icy look and then continued in a forced, clipped manner.  "If indeed You are so out of touch with Yourself as to be so totally unaware of Your faults, i suppose i have no choice but to enumerate them to You."

"So Rayne," eliot said condescendingly, "where shall i begin?  Should i start with Your flippant, know-it-all attitude?  Or perhaps Your phony, apple-polishing manner in class would be a better topic to discuss."

Rayne silently laughed to Herself.  She knew that Her general demeanor in class was calm and self-assured, and that She usually spoke politely and quietly, and more often than not in his class, only when She was called on.

She could tell that something other than what he was saying was the real cause of his negative feelings towards Her, and more and more, She was starting to see what it was -- and Rayne began to see how to get what She wanted and deserved from eliot.

"Well, Dr. eliot," She replied calmly.  "I must say that I'm very surprised that you could have gotten that impression of Me.  I really don't think I'm as much of a know-it-all or a sycophant as several other students in your class, and I'm sure you know who they are.  So I can only imagine that there's something else about Me that must have upset you ..."  She gave him a hard look and then continued, "... and I think it's about time you told Me."

eliot's mouth fell open in shock and he turned bright red -- and then his anger boiled up out of control.  "Oh You do, Miss Rayne, do You?!" he sputtered with rage.  "You think i should tell You?!  Well ... well, i never ... i never met such a ... a ...disrespectful little ..." his voice trailed off, and he just cleared his throat nastily.  he wanted to call Her a "bitch" or something, but he couldn't bring himself to do it.

"Well, You want to know what i don't like about You? ...  Well i'll tell You, Rayne!" he sneered.  "You young Women are all the same -- every last one of You!  You come to class dressed in ... in revealing clothes, and all You do is sit around and ... and entice all the men around You.  Don't try to deny it, young Lady, i'm on to You, I'm on to You, all right!"

This confirmed to Rayne Her suspicions about what was bothering eliot:  She turned him on -- and he hated Her for it.

eliot continued, "You... You young Girls all pretend that You don't know what You're doing, but You can't fool me.  You know damn well ... yes, damn well, young Lady, how You distract and ... and entice the men around You, and how You just wrap them around Your little finger.  Look at You... look at that ... that 'outfit' You're wearing, although i'm loath to dignify it with that term.  It's more like ... like ...well, i don't know what to call it.  But You come here in that ...that _thing_ and expect me not to notice ... not to be affected.  Well, i'm on to You and Your games, little Lady.  Yes i am, and You can't entice me with Your mock innocence and Your ... Your lewd costumes ..."

Rayne thought to Herself, "Now that I know what is bothering him, I also know how to get him to lighten up on Me and give Me the "A" I was looking for.  his vehemence indicates that he is totally frustrated sexually.  At the same time, he apparently harbors intense sexual desires for his more attractive students.  Most likely he was brought up in a very strict, Puritanical home.  Plus, I'm sure his shyness and his lack of social skills have turned off the Women he has tried to pursue, and so he probably feels resentment towards all attractive Women because of his past rejections."

Rayne could see two possible ways to deal with eliot.  One way would be to come on really strong and tell him that the only reason She dressed so revealingly in his class is that She'd been hoping ever since She first saw him that he'd make a pass at Her.  She would then fall into his arms, "confessing" all Her hidden love and desire for him.

While Rayne knew that would work, She also knew of a better, less trying and much more enjoyable way to get him to willingly give Her an "A".  She suddenly stood up and put Her hands on Her hips.  "eliot," She said, staring him in the eyes.  he looked away, and She added firmly, "Look at Me! Now!"

Her sudden forcefulness took him by surprise and he stopped in mid-sentence, gaping at Her.

"That's better," Rayne continued.  "Much better.  Now eliot," Rayne added more calmly, "I think I know what's bothering you.  you're just getting yourself worked up.  I hear what you've been saying.   you've been talking all about flirty, insincere Women and all the horrible things They do to men."

eliot shook his head angrily.  "And i suppose You're going to try to convince me that You would never do such a thing," he said sarcastically.

"No, not at all," Rayne, said calmly.  "I wouldn't think of trying to convince you of that."

"You ... You wouldn't?"  eliot replied, Her answer catching him completely off guard, having expected Her to act innocent and to deny his accusations.

"Most assuredly not," Rayne answered.  Smiling confidently and looking him right in the eyes, She continued, "I love to flirt and to use My 'Feminine charms' on men.  I'm not ashamed of that in the least -- and in fact, I'm quite proud of My abilities."

he was speechless.  After a moment or two of gazing into his nervous, confused eyes, Rayne added, "The only thing is, eliot, I'm not being insincere.  When I flirt, I don't fool around."

eliot was even more confused.  "Listen, Rayne, ... i'm not sure ... i don't know what You're driving at here, but if You think ..."

Rayne cut him off before he could get himself worked up again.  "What I'm driving at, eliot ..." She said, pausing for dramatic emphasis as She slowly turned around and bent over, propping Herself up by the arms of the chair behind Her.  Looking over Her shoulder at him, She continued, "... is that I really think you'd like to get a look at My ass."  As eliot gaped at Rayne in disbelief, She took one hand and began to slowly massage Her bottom through Her shorts.

eliot was totally flabbergasted.

"Come on, eliot," Rayne cooed in a sultry voice, "W/we B/both know how much I've been turning you on since the semester started.  Don't fight it.  Just let yourself feel how aroused you're getting."

Rayne reached Her hand into the elastic waistband and began to play with Her butt underneath Her shorts.  "I know you've been fantasizing about Me.  I can tell.  What part of Me do you think about when you masturbate, eliot?"

eliot looked down with embarrassment for a second or two, which told Rayne that Her educated guess about him masturbating to fantasies about Her was right on the mark.

She then knew for sure that She had chosen the correct tactic.  She stood more upright and grasped the waistband of Her shorts with both hands and pulled them and Her panties down to Her knees, completely exposing Her perfect, round bottom.

"Do you fantasize about My ass?"  Rayne taunted as She wiggled Her nude butt at him.

eliot just stared at Her, his mouth opening and closing, but no words coming out.

Rayne pulled Her shorts back up and turned around to face him.  She grasped the bottom of Her sweater and raised it up, exposing Her braless breasts.  "Or do you picture My tits when you jack off?  Huh, eliot?"

With one hand Rayne began to massage Her breasts as eliot stared.  "I have really hot tits, don't I?"

Rayne pulled Her sweater back down over Her breasts, and then She lowered both hands to Her crotch.  She began to massage Her vagina through Her shorts.  "Or do you dream about My cunt?  Huh, eliot?  Do you wanna see My cunt?"

eliot's demeanor was a combination of dejection, confusion, a little anger, and an increasing amount of sexual arousal.  "Look, Rayne," he said almost pleadingly, "please ... would You stop that..."

Rayne gloated to Herself at how quickly She had turned this cold, arrogant asshole into a pleading little boy.  "No, I won't, eliot," She said with calm defiance as She continued to massage Her crotch in front of him.  "I can listen to you quite well while I'm rubbing My pussy.  Tell Me how much you like to jack off and fantasize about Me.  Come on, eliot," She added with a hint of dominance in Her voice as he hesitated.  "Talk to Me -- now!"

eliot was going through a difficult inner struggle.  he resented Rayne's high-handed attitude, but at the same time, he liked the sexual part of what was happening.  After a few seconds, he spoke in a halting, stammering voice.  "Look... Rayne... i admit that ... well, that i sometimes think of You when ... when ..." his voice trailed off and he looked really pained.

Then, he sighed and took a breath and changed the subject.  "And Rayne, I admit that i was ... well, harsh with You before... but ... well, it's just because i ... well, i never liked being... well, teased by Girls.  i could tell that ... or at least You seemed as if You were just another good-looking, teasing, insincere Woman, and ... well, and now You're doing ... You're doing just what i feared the most.  You're being ... cruel and You're playing on my ... my weakness just like ... just like all those other mean, cruel Girls.  Won't You please stop?  Please!"

Rayne continued to massage Herself and said, slightly more kindly, "Do you think that I'm just being an insincere prick-teaser right now?"

eliot nodded dejectedly.  "Well, eliot," Rayne then continued, "W/we'll see how you feel about that in a little while.  Why don't you take out your penis and start masturbating for Me?"

eliot looked as if someone had just kicked him in the gut.  "Didn't You ...didn't You just hear me?"  he moaned desperately.  "Here i just ... i just admitted to You ... something that i can hardly admit to myself..."  his voice quickly become small and sad and plaintive again, "... and all You do is act cruel and try to hurt me more."

"Now eliot," Rayne replied, calmly taunting him.  "How can you say I'm being cruel when I'm giving you the chance to masturbate with Me right here instead of in your fantasies?  I'm surprised at you!  Now I want you to pleasure yourself.  Just like you do when you fantasize about Me.  Come on," Rayne urged, "take out your penis and masturbate for Me, and I'll take off My shorts and show you My cunt.  you know I'll make you get really hot, eliot."

"Well ..." eliot said quickly as if he was going to argue with Rayne, but then he got quiet -- as if he suddenly realized the folly of looking a gift-horse in the teeth.

"eliot, I'm waiting."  Rayne said with cold impatience in Her voice after he just sat there for a moment or two, struggling with himself.  "I know you like to fantasize about Me when you masturbate.  I know men very well, and I can read you like a book.  I know you want to see My cunt _so_ _badly_ -- and you can hardly resist taking out your penis and stroking it _real_ _good_!  I'm not going to wait any more, dr. sanders -- get totally nude for Me RIGHT NOW!"

eliot hesitated, swore to himself, and then he obeyed Rayne, nervously taking off his shoes and socks, and then standing up to pull his pants down.  Another look of uncertainty covered his face, and he began to stammer something about feeling really unsure of himself and wondering if he really should be doing this.

Instead of saying anything to him in reply, Rayne just took both Her hands and slid them into Her shorts, and began to rub Herself again, this time moving even more lewdly and sexily than before.  "Oh God!" She moaned like a nasty slut.  "My cunt is so fuckin' hot -- so fuckin' wet!  Get nude and I'll show it to you -- I'll stick it right in your face when you jack off -- I know you'd love that!"

he only hesitated a second or two longer, and then he seemed to overcome his inhibitions.  In less than a minute he was standing in front of Rayne, totally naked, his hands fidgeting nervously in front of his groin.   he looked at Her like a shy young boy searching for approval from his Mother.  Underneath his cold, arrogant, condescending exterior was an insecure little kid just dying to be told what to do.  he was about to get these inner desires satisfied in a way he probably never dreamed of.

"That's very good," Rayne said after looking him up and down as if to evaluate him in some unspecified way.   "Now move your hands out from in front of yourself.  Come on -- raise them above your head so I can look at your penis and your testicles."

"Uh-huh -- that's right," Rayne said with a hint of approval in Her voice.  "Now do you want to see me nude, too?"

"Um ... well, yes ... i ... i do," he said, stammering.  "Um ... you said that You'd ... You know ... um, take off Your shorts if ..."

"I know what I said, goddamn it!"  Rayne shouted.  "And I keep my promises-- as long as you ask really nicely.  Go ahead, eliot -- ask."

"Uh, Rayne ..." he stammered, very unsure of himself.  "Won't You please get ... get nude for me?"

"Not for you I won't -- I only do that for ME," She replied.  "That is, unless you ask a lot more nicely than that!"

he looked down at the floor shyly.  Looking back up again and shuffling his feet, he said softly, "Won't you please, Rayne ... _please_ take off Your clothes?  Please!  I beg of You."

"OK.  I'll let you see me nude while you jack off like a little boy.  But first you must get down on the floor here -- on your back.  Come on eliot, do it."

he hesitated, but then he obeyed and soon he was on his back, his cock sticking up semi-erect.  Rayne stood over him, one foot on either side of his waist, and looked down on him with Her hands on Her hips.  "So tell Me, eliot," She said with a hint of condescension in Her voice.  "Have you ever done anything like this before?  Hmmm?"

"Uh ... no ... i haven't," he replied, still unsure of himself.  "Never anything like this at all.  In fact ... um ... well, i haven't ever even been with a Woman as beautiful as you before at all.  i admit that ... well, that i haven't been ... well, very confident around Girls ... uh, around Women."

eliot was just a shy, insecure guy for whom gorgeous Women had been totally inaccessible except as people to watch and fantasize about.

"So you've never been with a beautiful Woman like Me, but I bet you really have some hot fantasies about Them, don't you?"

"Well ..." he said, his voice trailing off.

"Yeah ... sure you do, honey.  W/we B/both know you do, so you might as well stop playing games about it.   So eliot," Rayne added before he could respond, "Did you ever fantasize about having a wet, juicy pussy in your face while you're jacking off?"

"Um ... well, i guess so ... i mean, sort of like that ..." he replied in a small voice.

"Uh-huh.  I know," Rayne said, suddenly acting intimate, soft, and supportive.  "So here, honey.   Take your prick in your hand and start masturbating -- and watch Me as I take off My clothes -- _all_ My clothes."

eliot's face lit up like a kid who just got his Christmas wish.  he wrapped his hand around his cock and began to stroke himself -- slowly at first, and then more forcefully as he got more into it.

As he jacked off on the floor underneath Rayne, She slowly removed Her clothes, acting like a slutty stripper.   his penis, which had only been semi-erect up until then, very quickly grew to its full, rigid proportions in his hand as he watched me with an eager expression on his face.

Rayne didn't speak at all.  Soon, She had stripped all the way down to only Her panties and high heels.   Then, She really began to taunt him.  She began to teasingly pull the crotch aside give him glimpses of Her vagina, only to quickly cover it up again.  She pulled her panties really tight against Her and squatted down within inches of his face and gyrated Her hips.  This got him much more aroused, and soon he was breathing heavy and bucking his hips up and down in rhythm to his fist sliding around his rigid prick.

Then, She eased Herself out of Her panties and started to talk really dirty to him.  "Ooooooh yeah, baby.   Look at My pussy -- My hot, wet cunt!  See how My finger slides _deep_ inside -- in and out -- yeah!"

Rayne turned around to face towards his feet and placed Her legs on either side of his shoulders.  Then, She squatted down with Her crotch only a short distance above his face.  She leaned forward and supported Her weight by holding onto his thighs.  "That's it, baby," She hissed lewdly, "pump that big prick -- ooooooh, so good -- yeah, feel it in your hand!  Now do you want to smell My pussy?  Huh?  You want My hot, wet cunt right down on your face?  Huh?"

"Uh ... yeah ... uh-huh!" he croaked, the words catching in his throat as he panted.

eliot was close to orgasm.  Suddenly, Rayne grabbed his hand and pulled it away from his cock.  "My grade suddenly has become an 'A', hasn't it?"

eliot groaned and seemed to be wracked with indecision.

"Here's the deal, eliot," Rayne said firmly and in a no-nonsense tone of voice.  My grade is now an 'A', and I'll rub My cunt all over your face and let you cum that way.  If you please Me for the rest of the semester in class, and if you help Me whenever I need it until I graduate, I'll come over here now and then and make you do things you never dreamed of.  If you don't do everything I ask, I'll call the police and say that you tried to rape Me.  I don't think this is going to be a very difficult choice for you, eliot, and I don't think you have much time.  What's your decision?"

eliot swore loudly, but he grasped the reality of the situation quickly.  "You've got your 'A', Rayne," he sighed, sounding quite defeated.  "And i'll do whatever You want."  In this sentence he sounded less dejected and almost excited.

"That's a good boy ..." Rayne cooed, "... for a dirty, nasty little masturbator."  She released his hand and slowly lowered Her open vagina right down over his face, covering his mouth with it.

eliot had been fantasizing of something like this for years.  "Oh God!" he mumbled into Her crotch, and began to moan with joy and pleasure as Rayne began to move Her pussy all around, smearing Her juices all over his grateful face and exciting Herself to orgasm as well.

"Come on," She ordered in a low, throaty whisper.  "Pump that big thing of yours.  Shoot your cum -- make it go all over yourself -- all over your belly -- come on, aim your dirty little dick at your belly -- that's it -- yeah, My cunt is so wet in your face -- feel your hot cream rising up the length of your big, throbbing prick!"

That pushed him over the edge.  With a deep moan that was almost a scream, he began to wildly thrust his hips up and down as he milked gob after creamy gob of his cum out of his shooting penis.  It got all over his hand, his belly, and his chest.

Rayne kept talking lewdly to him and rubbing Her pussy all over his face as his spasms and moans gradually slowed down and then finally stopped and She came again.

Rayne sighed happily and smiled to Herself, knowing that not only was Her grade point average intact, but that over the next year or so She was going to have a lot of fun making eliot into Her little boy toy who would serve Her in any way She wanted as Her abject sex slave.  She knew he would be unable to resist the lust he had for Her.