Making The Grade Ch. 2
by LindsayO©
This is the continuation of the first part, both brought over from another site that I had posted them on. Hope you like them!

Thankfully, Hilary didn’t have Calculus class today. She doubts she would be able to sit through it without puking her guts up. After going home last night, she made sure to wash the sex off every part of her body before her parents came home from work. She would not let herself cry about that. She was ultimately doing herself a service by just going along with Mr. Fox…for however long this was going to last. She was never going to let anyone find out about this. She would die first.

Going through the motions at school today was not easy. Hilary kept thinking about tonight and what her teacher might have in store for her. The only thing that made her feel a little better about her approaching “date” was that nothing could be worse than slimy goddamn Eddie The Janitor!

As she was changing for gym in the locker room, her best friend Janine came up behind her and slapped her ass. Hilary screamed.

“Jesus!”

“Fuck Hil, chill out.”

Through the pain coming from her sore bottom, Hilary managed to smile at her friend and scare up a little laugh.

“Sorry Janine…I’m just a little on edge. I didn’t see you behind me, that’s all.”

“Are you ok, your hands are shaking.” Janine regarded.

“Of course I’m ok. Aren’t you just a little nervous about our meet next week?” she asked.

“Uh, I guess so…”

“So, hurry the fuck up and get dressed or The Bitch will make us run laps!” Hilary managed to make light of the conversation that just took place. She did not want to be put in a situation with Janine where she would break down and confess everything.

Phys-Ed. Modern History. English Lit.

The school day was now over and Hilary was in the ladies’ washroom, throwing up. Could she really go through with it? How could she make herself get up and walk to that monster’s house for God-knows-what? Would Eddie be there too? Why hadn’t she though of that? Of course he would, he heard Mr. Fox tell her yesterday where and when the next time would take place. Oh Jesus. She emptied her stomach on that last heave.

With legs like spaghetti, Hilary started walking, her mind racing to come up with a way out of this. None had come to her by the time she reached her teacher’s front door. Why the hell did he have to live right in the middle of town. Anyone could come by now and recognise her. What would she say?

“Are you going to stand on the step all day, Miss Jennings? Maybe we should have our lesson out here, my neighbors would love that.”

She hadn’t even heard him open the door.

“Ssshhh! Mr. Fox, don’t talk like that out here,” she cried.

“Then get your lovely ass in here.”

As she entered his house, her eyes couldn’t help but take it all in, like an animal in a new cage. She had thought that his dwellings would be more jungle-like, more scary. Everything was so plain. It looked just like the inside of any one of her friends’ houses, like the inside of her house. Normal.

“I’ve taken the liberty of pouring us each a glass of wine. I thought we could just sit a minute before we get started.” Mr. Fox explained.

Was he actually trying to put her at ease about all this? Incredible! This guy was really slick.

“I can’t drink that. My parents will smell it on my breath when I get home.”

“If that’s all you’re worried about your parents smelling on you Miss Jennings, let me explain to you that you aren’t here for milk and cookies,” he said with a chuckle.

“Could we just get this over with Mr. Fox? I feel like I’m going to be sick.” Hilary rubbed her tummy and bent over her knees.

“That will not work tonight. You can throw up all you want, it won’t make any difference to me. If you’d like to shit in your pants, well, we can work with that too,” he was sneering now.

“Go into the bathroom, Hilary. I bought you a little present today. I’d love for you to try it on for me. If you need any help, just let me know.”

Hilary got up and headed in the direction he was pointing, glad to be getting away from him for even a second. In the bathroom, she found some sort of outfit. After tossing it around a bit, she finally figured out how it was supposed to go on. It took a few minutes because the suit was cut full of holes. Holes in the long sleeves, holes cut out for the nipples, a hole for the crotch and ass areas, and holes all the way down the legs. He couldn’t be serious. How the hell was she even supposed too get this on? Regardless, she would try. She wasn’t about to make him angry in his own home, God knew what he would do to her here, or how far he was willing to go.

The leather kept sticking to her skin as she worked the suit up her body. Clasping the hook behind her neck, she stood in front of the full-length mirror. Hilary had never seen anything like this in all her short life. If she had been willingly into S&M, she would have to admit that she fit the part perfectly. The outfit was tailor-made for her tiny body.

Taking a deep breath, she opened the door and walked out into the living room. Mr. Fox wasn’t in there, but he had turned off all the lights, pulled the shades and lit about twenty candles. Fuck, this was getting weird. Hilary was having a really bad feeling about coming here.

Suddenly a very deep, very loud humming began all around her. Surround Sound. Mr. Fox had put a cd on, some sort of Mozart-type shit. Then he walked out from the hall. He was wearing a velvet robe and was now sucking on the entire bottle of wine. There was maybe an inch left in the bottom. Great. If he was that bad at school yesterday, what the hell could he dream up if he was drunk?!

“Lovely! Just lovely! I knew that it would fit. It was made for you, my dear. Twirl around for me…” He sounded different. Was it the booze or was this some role-playing thing? Whatever it was, it made Hilary want to turn and leap out the window.

She put her arms down to her sides and spun around. She could hear him across the room breathing and muttering dirty words under his breath.

“Take a seat on the couch, Hilary. Right in the middle will be fine.”

She sat down cautiously. The vinyl/leather suit creaked and stretched as she moved.

Mr. Fox took a seat directly across from her in a director’s type chair.

“Please pull your knees up on either side of your head, let me see your pussy.”

She did so. She could feel the cool air entering her insides. Without her consent, her nipples stiffened.

“Now pull your knees down on either side of your body, resting on the couch, feet touching.”

Hilary was totally exposed to him and he was loving it. He just sat there, looking.

“Now, close your eyes…”

She did as she was told.

“Ok darling, slide your hands down over her breasts from behind…” he ordered.

Hilary didn’t understand the command. What did he want her to do? As she opened her mouth to ask him, she felt warm fingers press into her shoulders. Someone was standing behind her and they were about to feel her up. Was it Eddie? Oh Christ, anyone but Eddie.

“Kiss her neck, lick it all over…you know what I want you to do, don’t make me ask…” he was telling this anonymous person behind me.

From the way this person was stroking her, Hilary had decided it was a woman, but she refused to open her eyes. She was not prepared to know just yet. This was all so strange to her. A woman was fondling her and kissing her…

“Open your eyes, Hilary…meet our guest,” said Mr. Fox.

Hilary opened her eyes to see that the woman had moved to sit beside her on the couch. It was Janine! Her goddamn best friend!

“Janine! What the fuck are you doing! Don’t fucking touch me!” Hilary was in complete shock. Never had she imagined having a friend who would consider touching her like this. And she would never have dreamed that if she did, it would be Janine!

“I’m here for the same reason that you’re here Hil. I’m failing Calculus…” Janine replied to her friend’s shocked expression.

“Isn’t this a perfect surprise, Miss Jennings? I knew you’d be so excited. Tell me, how long have you wanted to make love to Miss Brockway?”

“Never!! Never!” Hilary could not believe this.

“Well, it so happens that Janine has been failing a lot longer than you. She is still making up for last semester…so she is already well-schooled in the way things work here in my home. Aren’t you, Janine?”

“Yes sir.”

“Now, Hilary…I’ll need you to take your arms away from your sweet little breasts. Janine has work to do.”

Janine put out her hand and pulled Hilary’s arms back down to her sides, then she leaned in and took a nipple into her warm mouth. She sucked one and then the other, making a popping sound as she pulled off each time. Janine was moaning and rubbing Hilary’s tits, like a kitten looking for milk. My God, Hilary thought, she likes this, she is enjoying herself and she is not ashamed to be sucking off her best friend!

Without even warning her first, Janine slid up closer and latched onto Hilary’s mouth, letting her tongue slip past lips and teeth. Hilary made a frightened sound, but it was cut off by the knowledge that Janine was now climbing up to straddle her lap. She began to buck her hips and push her crotch into Hilary’s, while still holding Hil’s head with both hands and kissing her so deeply on the mouth.

Moving her hands slowly off Hilary’s neck, down her chest, Janine grasped both tits and squeezed, turning her nipples between thumb and forefinger. Hilary could feel the heat from Janine’s hands through the vinyl of the catsuit. They continued to kiss like this for minutes, her nipples so hard now, she thought they would break off. Mr. Fox sat as still as could be and watched so intently at the scene which was literally spread out before him.

Janine stopped kissing long enough to pop the buttons off her blouse and remove it. She was not wearing a bra, she rarely did. Although she had fairly large breasts, they were very high and firm. They barely moved, even when she was running. Her brownish-pink nipples sat high atop those mountains, pointing almost to the sky. Janine gave them a couple rough tugs then leaned ahead and guided a breast to Hilary’s mouth.

“Take it, Hil…suck my tit. Open your mouth…”

Hilary refused, she didn’t think she could physically do it. This was the first time she had ever seen this side of Janine and it was scaring her.

So suddenly, Mr. Fox jumped out of his chair, raced over to the couch and grabbed a handful of Hilary’s hair, yanking her head back hard against the pillow.

“You will take that tit and you will suck the shit out of it, then you will suck the other one, am I clear?!!” At this point, Hilary became frighteningly aware that this was not a game, and Mr. Fox was not playing.

He released her hair enough so that she could sit up and accept the offered breast. First, Janine rubbed her tit all over Hil’s face, over her nose and eyes, then she led it to Hil’s awaiting mouth. Hilary began to suck this nipple as though it were her life’s mission. A reluctant moan came from her as she took the second nipple. She milked away at it. She was not going to stop sucking until she was given her next order.

Mr. Fox came around the couch and knelt down on it beside the girls. He untied his robe and let it fall to the floor. He was wearing only a strange device on his cock. It looked like a pair of panties, but it had a sheath for the cock to rest in, like a glove. His erect member fit exactly inside, while the head of it popped out the end. His balls were cupped underneath his dick in a cage-like ring. It seemed to be squeezing them, they were bright red.

Mr. Fox took hold of Hilary’s arm and fastened her hand onto his stiff dick. He guided her hand back and forth very slowly, down the shaft, over the soft head, under his balls.

While Hilary stroked Mr. Fox’s dick, Janine climbed off of Hilary and left the room. Her teacher then took the opportunity to stand straddling Hilary’s body and place his balls where Janine’s tit had just been. He instructed Hilary to flick her tongue over them and she obeyed as he slapped his cock across her face.

“Lick my nuts baby girl. Lick daddy’s sweet nuts…take them both into your mouth now and roll them around with your tongue. Oh yes, baby…daddy likes that…you look like a little squirrel with your cheeks so full of daddy’s nuts.” Mr. Fox snickered at his stupid play on words. Hilary was about to gag when Janine returned to sit beside them on the couch. She was carrying a basket but Hil could not see what was inside it. Whatever it was, it could not be good for her.

Mr. Fox jumped down and moved back to his chair as Janine knelt down on the floor between Hilary’s legs. She reached over into the basket and brought out a skinny carrot. Turning it upside down, Janine let the leaves brush against Hilary’s thigh, moving it steadily up closer to her pussy lips. It tickled, but nothing could have made Hilary laugh at this moment. Janine then turned the carrot so the point was now at the entrance of Hilary’s opening. She gently nudged her clit, then moved the carrot around in circles, sending shivers running throughout Hilary’s entire body. With two fingers, Janine spread the lips of Hilary’s cunt wide open and inserted a couple inches of the carrot, twisting it like a screw as she moved it deeper. Hilary involuntarily raised her hips to meet the motion of the invading stick. Her hips continued to rock uncontrollably up and down.

“She seems to enjoy this, sir…should I proceed?” Janine requested as though she was trained in the military.

“By all means, sweet one…I know how badly you want a taste of that pretty snatch.”

Janine dove so suddenly at Hilary’s mound that she jumped and drove the carrot further still inside herself.

The lips that were kneading on her pussy lips now were very forceful. Janine was sucking every drop of wetness from her body. This was not the first time Janine had done this, of that Hilary was positive. This mouth and these lips had had a taste of another woman’s juices and they were so hungry for more.

When Janine could stand the competition of the carrot no longer, she pulled it free and tossed it across the room. Now she had full access to Hilary’s cunt. Her tongue burrowed deep inside, moving around, while her lips grasped for more of the outside flesh. Her nose was scraping across Hil’s clit, creating spasms for Hilary.

Hilary would not have believed it if someone had told her it would happen, but she thought she was having an orgasm. She had never experienced it before, not even by herself, but it was coming now and with full force. She bucked and thrashed and clenched Janine’s head between her legs while Janine held on for dear life. A sweet explosion, my God, better than any sensation she had ever felt. Hilary had her first orgasm with a woman! Not a woman…her best friend. Her best friend had just tongue-fucked her to climax and she was now slurping the excess out of her pussy.

“Stand, Miss Brockway…give Miss Jennings a chance to collect herself.” Looking towards Hilary, he asked, “I had a feeling you would come around, so to speak.”

Mr. Fox turned stealthily in Janine’s direction and with one solid motion, he tore her shorts off her body and threw them.

“This is what you are going to get for enjoying that a little too much, Miss Brockway.” With those words, Mr. Fox violently pushed Janine forward and began to repeatedly spank her ass. When he finished, her bum was glowing red. She, however, did not seem phased by this harsh treatment and proceeded to the loveseat. There, she sat with her ass hanging half off the edge and pulled her legs open in a split formation.

“Now, Hilary…select a toy from the basket and make your way over to feast on your good friend.”

After seeing that spanking, Hilary quickly grabbed for the first thing in the basket she could get her hands on. She didn’t even bother to look. She knelt down in front of Janine, much like Janine had done to her. Hilary heard Mr. Fox approach, and not being sure what he was about to do, she ducked her head down into the heat of Janine’s bare crotch.

It smelled much like she herself smells, so she wasn’t too put off by that, but licking it was still foreign to her. So she decided to start with the toy she had grabbed. When she took a moment to look and see what she had, she was surprised to see a bottled drink. It was one of the old-fashioned, tall bottles, that Coca Cola used to come in. She read the label and saw that it was a cider. What the hell was she going to do with this? If she put it inside Janine, the bottle cap would cut her.

“I can see you are wondering about that, Hilary, ” smirked Mr. Fox. “Let’s pop the top, shall we?” He already had the bottle opener in his hand and wasted no time cracking the lid.

“Now, can we use our imagination?” His eyes were watching very eagerly.

Hilary understood. She bent over Janine’s pussy and gave it a quick lick, just to see what it tasted like. Then she placed her tongue on Janine’s clit and wiggled it around, as she slowly, trying not to spill too much, pushed the cider bottle into Janine’s tight hole. Almost immediately, the liquid came leaking back out. Instinctively, Hilary moved her mouth down to catch it. Before she knew what she was doing, she was drinking mouthfuls of cider and pussy juice. Her tongue lapped at Janine’s lips and clit ferociously. Juice ran down Hilary’s chin and dripped onto her tits. She didn’t notice that at this point.

“Take out the bottle and pour it all over her!” Mr. Fox cried.

Hilary did just that. She removed the bottle and, starting at Janine’s throat, drizzled the sugary cider over her neck and tits, down her stomach, into her bellybutton. Without being asked, Hilary moved up Janine’s body and began licking the wet stickiness off of her friend’s smooth skin. Janine was almost screaming now, bucking wildly. Mr. Fox was pulling roughly on his harnessed cock.

Hilary dove into her friend’s mound once again and sucked at her clit. Forgetting the bottle this time, Hilary just shoved two fingers deep inside her, poking and pulling.

Before anyone had even seen the move, Mr. Fox had knelt down behind Hilary and bashed his leather cock into her slippery snatch. He pumped his dick seven or eight times, while the girls groaned and shrieked, before he pulled out of Hilary’s pussy and plunged into her puckered bottom.

“You love daddy’s fat hog inside your tight shithole, don’t you precious girl? You love daddy’s hog inside all your holes!” Mr. Fox was demented.

Hilary let out a muffled screech. Even though she had had a cock up her ass yesterday, it was still not giving an inch. It was as tight as the day she was born. Still, Mr. Fox plowed into her like an olympian.

Janine plucked at her own nipples as she was being ravished by her friend down below. Hilary had not let up. Her tongue darted in and out, then just as quickly would be replaced by a couple fingers, then the tongue again. Janine could not stand it. Her whole body was screaming.

Mr. Fox reached underneath Hilary and pulled on her swollen clit as he fucked her ass as deep as it would go. She rocked against him, his balls slapping her wet cunt.

Janine cried out, tears flowing down her cheeks. Hilary burst into orgasm with a violent shake. Mr. Fox could not go any further. He pulled his cock out of Hilary’s back passage and jerked it once to be rewarded with a gush of hot cum, that flew right over Hilary’s head and came to land on Janine’s stomach.

Hil collapsed beside the puddle of sticky cum which had pooled in Janine’s bellybutton. Janine wrapped her arms around Hilary’s head. Mr Fox stood abruptly and said, “That’s all for now ladies…tomorrow at five.”

And he left the room.

continued…

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