“I've got to study better,” I said, looking down sadly at my test grade. Mr. Miles had just returned the graded tests from last week. I was disappointed in myself as I glanced over at my best friend, who was sitting beside me. She was grinning from ear to ear. “You always do good,” I commented, still staring at my own paper.
“It's just one test, don't get too upset,” she said sweetly.
“Well, I really thought I had done good, and then…but….”
She leaned closer to me and gave me a squeeze. “Girl, you'll do just fine in this class.”
I really liked Annie. She was such a great friend, and always very optimistic. “Thanks!” I said, hugging her back.
She moved even closer to me and then suddenly kissed me on the cheek.
“Uh!” I looked at her, surprised. “Did you just kiss me?!”
“Perhaps,” she replied, grinning coyly.
“I'm not…um…”
“I heard that guys like to see that sorta thing,” she whispered to me as she gently pushed a strand of my hair behind my ear.
“Who you trying to impress?” I whispered back.
“Mr. Miles,” she said softly. “I want him to notice me.”
“Why? He's sorta old,” I said, glancing over at our professor.
“He's single,” she mouthed back. “And he's not really very old.”
“Annie, take a look around this classroom,” I said. “There are plenty of guys your age in this room. Besides isn't there a rule against having a relationship with your professor?”
“I dunno. Well, let's just pretend such a rule doesn't exist and that all these guys are unavailable. Besides I like my men to be mature.” She looked over at Mr. Miles admiringly.
“Well how are you going to get his attention?”
“Kiss me, Martha,” she replied. “This time—on the lips.” She puckered up, putting her face up to mine.
“You're crazy,” I said, pushing her away.
“But you know how much I love you…” she pouted.
“And I love you too,” I replied with a genuine smile.
We decided that the best thing to do for us to both get what we want is to set up a study session for both of us with Mr. Miles. I can have help to improve my grade, and Annie can get closer to her favorite professor. Mr. Miles said that it would be best if we came over to his house for a study session. So we planned to have a study session on a Tuesday evening. But what was going to happen was no ordinary Tuesday evening…
“Let's go, Annie,” I said, as I headed for the door. She was fixing up her hair trying to look perfect. I thought she looked stunning. She had her blonde hair pulled back neatly and was wearing a cute pink flowery dress that was rather short.
“How's my hair look?”
“Beautiful,” I replied.
“What about my make-up?” she asked frantically.
“Just fine.”
“What about this dress?” She asked, spinning around slowly. “Pretty?”
“Perfectly gorgeous,” I said, reaching for her hand. “Let's go. This is not a date. This is a study session. Remember that.”
I led her out of the dorm room. She did not need to spend any more time looking at her reflection.
We arrived at his place, and I knocked on the door, as Annie looked at herself once more in a pocket mirror. “Put that back in your purse,” I told her. “Here he comes.”
As the door opened, I could hear loud barking and big dog feet hitting the hardwood floor with a thud and the clicking of toenails. Mr. Miles smiled as he greeted us. “Good evening. Don't mind Jake, he's just always happy to see a pretty lady.”
Annie stood close to me, and I thought I could actually hear her happy heart fluttering. I could imagine how she felt at the moment being referred to as a pretty lady by the object of her desires.
“It's okay, I like dogs,” I replied as I looked at the big black Labrador.
“Oh..uh, me too! I just love dogs!” Annie said quickly. I could recall many times when Annie made comments showing dislike towards dogs, but I didn't say anything. I knew she hadn't been around dogs much. “You are so cute!” she cooed, patting the dog on the head. “Good boy!”
“Have a seat,” Mr. Miles said, as he led us into his living room. “Make yourself at home, and let's get started.”
We made ourself comfortable, myself and Annie on the sofa, and Mr. Miles in the recliner across from us. “So what is it that is giving you so much trouble?” he asked.
I opened my notebook and started asking questions. 
We discussed the lecture subjects for about a half hour before Mr. Miles stood up. “Excuse me, but I have to use the bathroom. It's going to be a number two, so you can have a good break.”
As he walked away, I looked at Annie and laughed. “Too much information!”
We laughed together until I felt a wet nose on my thigh.
“Oooh! He likes you,” Annie giggled.
I petted Jake's head, and then he nudged his nose further up my skirt. I closed my legs tightly and gently pushed the dog away. He looked up at me longingly.
“You are making him sad,” Annie protested. “Give him what he wants.”
“Okay, fine.” I spread my legs slightly. “You can sniff,” I whispered to the dog.
He pushed his snout in between my legs.
“Will he lick you? See if he will lick you!” Annie said, her voice showing increased excitement.
I spread my legs a little more. “There you go, boy.”
Jake continued sniffing and then licked the inside of my thigh. I gently pushed his head further until I could feel his moist nose through my underwear. I felt his tongue flicker through the fabric and I quickly pulled my panties to the side so he could touch my skin if he wanted to. He caressed the outside of my pussy with his cold, wet tongue. I shivered with excitement as I looked over at my best friend. She nodded at me in approval. I couldn't believe what I was doing. Next thing I knew I had removed my damp panties and held them in my left hand while pushing the dog's head closer to me with my right hand. He started to lick me, excitedly shoving his long, thick tongue into my sopping wet pussy. It felt wonderful. This was not the first time I had received oral pleasure from a dog. However, it was the first time someone had watched me, and it was turning me on that my best friend was watching my naughty moment with the dog.
While I was experiencing my heavenly bliss, the bathroom door opened and Mr. Miles stepped back into the room. I had no time to push the dog away and act like nothing was going on. “Martha! You little slut!” he exclaimed in shock. I knew it; he had seen everything.
“S-sorry,” I stammered, as the startled dog backed away from me. I pulled my skirt down, covering my exposed private area.
“Now don't be ashamed, my dear,” Mr. Miles said as he came closer to me. I could see he had a massive hard-on through his khaki pants. He sat down beside me, putting his hand on my leg. I glanced over at Annie and could see jealously on her face at the attention I was getting as Mr. Miles slid his hand under my skirt. “I saw your goodies. My, what a beauty you are!” he said, as he gently slid his finger over my slit. He quickly slid his finger into my pussy and started to finger me.
I moaned softly as he teased my sweet hole.
“Do you like that?” he asked.
“Yes,” I replied.
“Oh, you slutty bitch!”
I heard a whine-like noise come from Annie as she watched what was going on. I looked over at her. Things were not going the way she had planned. My desperate friend reached for Jake and tugged on his collar, pulling him close to her. She practically shoved his face in her crotch. The dog sniffed her and then tried to come back to me. However, Annie had a firm hold on his collar as she pulled her dress up and pushed herself into the dog's face.
“Annie, stop!” I cried out, as I stood up to help Jake. I knew my friend didn't know much about how to treat a dog, and I would have to show her the proper way to win a dog's affection.
“What? I'm just trying to see what you were enjoying so much.”
“Well you are doing it wrong,” I told her, as I pulled her hand off of Jake's collar. I sat down really close to my best friend, as I held her hand lovingly. “Be gentle,” I instructed, as I slid down onto the floor, on my hands and knees like a dog. “Would you force me to?” I asked, as I looked at her pussy. It was then I realized that Annie came here without any panties. She was prepared for a sexual encounter!
“No, of course not,” she replied.
“Why not?” I asked, as I admired her beautiful womanhood. Wow, she was lovely. I never imagined I'd be looking at my best friend this way, but I was. I really, really wanted to taste her.
“Because then you might not like me anymore,” she responded reasonably.
“Exactly. So why would you force a dog into doing that?”
“I'm sorry…I didn't realize what I was doing,” she admitted.
I smiled up at her. “Well now you know,” I said, as I sniffed her pussy. Mmmmm, it smelled delicious. I couldn't help myself now. I started to lick her. She tasted so good. It was indescribably excellent, and I lapped up her juice as it flowed into my mouth. She was leaking so much!
“Oh, Martha!” she cried. “Yes! Just like that, girl, just like that.”
I continued to eat her out, enjoying every bit of her. After a few minutes, I looked up at her with a grin.
She smiled back and then looked over at Mr. Miles. Her eyes grew wide as she stared at him. I looked over too, and I was surprised at what I saw. He had his pants down around his ankles, and was masturbating furiously. Our professor had the largest cock I had ever seen.
“Want some, girls?” he offered.
“Yes!” Annie jumped up at the opportunity. She quickly sat herself down in front of him and placed her mouth around his enormous penis.
I was more interested in the dog, so I let Annie have what she came here for. I did not think Mr. Miles was very attractive, but damn he had a huge member!
“Jake,” I whispered to the Labrador. “Come here.”
The dog knew what I wanted. He nudged his muzzle in between my legs and started to lick. “Good boy, Jake,” I praised him as I stroked his gorgeous black fur.
Jake's red rocket was starting to grow big, and I wanted to get a good taste of that lovely dog cock. I gently pulled him down so we were both laying on the floor in 69 position. I carefully took his cock into my mouth and started sucking. I ran my tongue around that slick red dick as he licked my pussy. After a few minutes, I got up onto my hands and knees, spreading my legs to tell him that I was his bitch now.
Jake stood behind me and licked me a little more before attempting to mount me. I could feel his slippery cock barely touching my pussy. I carefully helped him guide it in. “Oh!” I cried out as I felt him penetrate me. He started to hump excitedly, and I was ecstatic and enjoying every moment. I loved to be mounted by dogs, and I did not imagine before that I'd get a chance at it tonight. I was feeling wonderful as Jake pumped my pussy hard. I could feel his knot swell up inside me; he was completely inside me now. I glanced over at Annie and Mr. Miles who were now masturbating as they watched me having sex with the dog. All their attention was on me and Jake.
“You little dog slut,” Mr. Miles jeered as he walked up to me, while rubbing his cock. “You know you want another cock, you little bitch.” He put his massive member in my face and I gladly started to suck on it. Annie followed behind him and started to play with his balls and finger his ass while I sucked his cock. I had his cock in my mouth as deep as it could go, and I had an entire dog cock stuffed in my pussy as Jake pounded me hard. “Yeah, suck me good, little dog slut,” he said as he pushed my face even further onto his big cock. I didn't think I could take the whole thing in my mouth, but here I was, with my professor's huge cock practically down my throat. “Oh yes!” he cried, as he started to convulse. I knew what was coming, and I braced myself to swallow every drop. Jake came all in my pussy at the same time as Mr. Miles unleashed his huge load down my throat.
“Wow, you are such a good little bitch,” he praised me, as he patted my head. “And now as you stay here stuck to that dog, I'm fixing myself and my dear Annie a snack.”
I didn't say anything as I watched him walk away. Annie sat down close to me and gently touched my face before pressing her lips to mine. She started to French kiss me as she fingered her pussy. “You turn me on so much,” she confessed as she pulled away from me. “I think I'm in love with you.”
I smiled.
“Really, deeply, madly in love with you,” she said, staring into my eyes. I looked back at her lovely blue eyes. She was so beautiful. “When that dog pulls out, can I lick you clean?” she offered.
“Sure,” I replied, kissing her.
After Jake's erection shrank, he pulled out and walked away to go lick himself. Annie crawled over and started to lick all the dog cum out of my pussy. “It's delicious!” she said excitedly as she proceeded to lick me clean.
Mr. Miles returned with a plate of cookies. “Would either of you like a cookie?”
“No thanks,” Annie replied. “I've had my dessert for tonight.”
I sat up and hugged my best friend, who was now, well, so much more than my best friend.