I couldn't believe what I was seeing. Sweet innocent Heather, well not so innocent it would seem. "What are you thinking?" I ask Heather, "and you?" I glare at Mr Edwards. "You saw nothing here Josh!" He tried to tell me off, with a serious look on my face. I burst out laughing, "oh I saw plenty Mr Edwards! I can't believe what I saw but I did!" I reply in disbelief, stepping into the classroom and heading over to my table where my book is. There was silence in the room. As I head towards the door Mr Edwards spoke again but he was quieter and more timid "What are you going to do?" I stop at the door and think to myself for a moment. Turning back to face them "I'm going to have a great weekend Mr Edwards, have some fun and don't worry I'll have my homework done for Monday!" With that I give a sarcastic bow and slam the door as I walk out. I get out of the school gates and about five minutes away from the school when I hear someone running up behind me, "Josh, please wait!" Heather shouts as she catches up to me, "please Josh!" "Ok Heather" I say stopping and turning to face her "try to explain!" She looks to the ground "well it started quite a few weeks ago, I've not been doing well in class and he kept me back one day!" She continues to look at the ground. "He said I needed to up my effort or I would fail the class. He said he had a way I could pass without any worries! I agreed to whatever it was!" She went quite. "Heather?" I ask "what was it??" I could already guess what it was! She looks up at me now, "he didn't say anything at first, he just pulled his cock out and said if I wanted that A I better get on my knees!" "I didn't know what to do, I panicked and well, yeah I got on my knees and sucked him off!" "Oh Heather!" I say disgusted and angry "why didn't you just run or tell someone?" "As I said I panicked and I..." she goes quiet again facing the other way. "Heather, talk to me!" I demand as I grab her shoulders and turn her to face me. "I... I'm ashamed..." "You shouldn't be ashamed, what he did to you was wrong, we will go to the principal and get him fired!" I say trying to comfort her. "No it's no that! I kinda liked it!" I was stunned, I drop my arms from her shoulders and take a step back. "Oh my god, please don't say anything Josh. It's weird I know but I found it hot pleasuring him." She pleads coming closer to me. "Please, I'll stop with him, just don't tell anyone, especially not Lily!!" "Give me a second Heather!" I say stepping away again, a devilish thought came into my head. I turn back to face her "ok Heather, I won't tell Lily or anyone else!" "Oh thank you, thank you Josh" she jumps forward giving me a big hug. "But!" I say as she breaks the hug and she looks at me concerned. "You will stop being involved with Mr Edwards!" "Ok done" she nods smiling. "And" I add "you are going to come back to mine every Tuesday and I'll help you with Maths, I'm no expert but I'll get you a pass!" "Done and done" she cheers giving me an other hug. "Have a nice weekend" she waves as she skips off home. "Oh how I'll make this work in my favour" I grin as I head off home too. For the rest of the afternoon I just hang about the house. Hailey has athletics after school and mom is still working so I have the house to myself. I kill time playing the Xbox until Marc phones me to head round to his. I jump in the shower and make sure to put on some decent smelling cologne. I throw on a nice pair of jeans, plain white T and a hooded button up jacket which I keep open. I stick a clean pair of Nike trainers on and I'm out the door. When I get to Marc's he's made the effort. He wore dark jeans, Nike trainers and a smart shirt. "Looking good man" I say to him as he steps out his house. "Mate you could have dressed up more!" He says, looking annoyed at me. "Aww come on I look good! Anyway it's you that needs to dress to impress!" I chuckle. We head to the bus stop as we need to get one for a few stops. It doesn't take long to get to the arcades maybe a fifteen, twenty minute bus ride. When we get to the arcades it was starting to fill up with people. Marc and I scope the place out make sure to get some change for the machines. "Aw man there she is!" Marc says to me as I turn my attention to the door. Zoe and Traci are just in the door and are headed our way. Zoe has denim jeans, adidas trainers, a white top and a black studded jacket. The t-shirt which was a little too tight as her breasts were almost ripping out of it but Marc nor I were going to complain. Traci was dressed all in black, tight black jeans, black trainers, a black tank top and a leather jacket. I must admit she was looking pretty hot and I didn't mind keeping her sweet so Marc could work his magic. "Looking good ladies!" I say as Zoe and Traci come over to us. "Looking good yourself Josh!" Traci says with a mischievous smile. "You look really nice Zoe" Marc compliments Zoe. "Thanks" she shyly said, looking at her feet "you look handsome" she said looking back up at him. With the awkward first meeting over, I get everyone over to some of the arcades and we start having some fun. We spend about an hour playing around on different machines. Everything seems to be going great, Marc and Zoe seem to be getting on really well. She's laughing at his jokes which is always a good sign and she keeps touching his arm giving him lingering looks. Marc isn't the only one getting attention, Traci has been flirting with me all night and I have to admit I'm loving the attention. After about an other half hour of playing around, Marc gives me a look. I can't quite describe it but I get the feeling what he wants. "Anyone fancy a game of pool?" I ask the group. "I would love too!" Traci cheerfully says, moving close to me. "I'm kinda hungry man, Zoe would you like to grab something to eat?" He asks her with hope all around his question. "Yeah sure that would be nice." Zoe says with a cute smile on her face. Zoe and Marc head over to the small burger joint that's inside the arcades. Traci and I head over to the pool tables which are towards the back. I grab us a free table but can still see Marc from where I am. "I'm not very good by the way" Traci brings me back from my gaze. "We can do something else then?" I joke with her. "No no" she smiles "I know Marc wanted some alone time with Zoe and I can't blame him." "Yeah he's finally got his confidence!" I laugh "ok I'll teach you" I say with a smile as I rack up the balls. I hand her a pool cue "I'll start then you can go." She simply nods and a line up the white ball and give it a good whack to try and spread the balls about the table as much as I can. "Ok you're turn" I smile to her. "Um so what do I do?" She says with an innocent confused look. I wander round to where she is standing, "basically you need to pot any of the balls using the white." "Can you show me how to do it?" She pleads. I lean my cue against the table and stand behind her. "So hold the cue like this" I say as I move her hands into position. As I'm behind her she leans her ass back and slowly grinds it into me. "So like this?" She looks back at me with a sly grin before taking her shot and sinking a ball. "Yeah exactly like that" I laugh "My turn again?" She says, I nod. "Can you show me again tho?" "Are you sure you need help?" I ask cocking an eyebrow. "Mhmm" she nods. I lean behind her again and position her in the right place. Again when I'm behind her she grinds into me and I can feel myself getting a semi. She takes her shot but misses this time. "Aww" she says in disappointment. We continue to play, all the while she is flirting with me something bad. She was stroking the cue with a seductive look on her face. She was also leaning over the table so I had a clear view down her top. By the end of the game there was a clear buldge in my jeans and she knew it! "Ok so it's clear to see that you have played pool before and know what you are doing!" I laugh. "There's no fooling you is there?" She says with a wicked grin "ok let's make things interesting!" She moves closer to me. I hold me ground and start to smile. "Next game winner takes all?" "Ok, so if you win?" I ask "I want this!" She says as she grabs my crotch. "Fuck" I gasp a little a taken back. "And if you win..." she leans in close and whispers "you can have whatever you want!" This was win, win for me! I grin and agree and we start a new game. The game is gave and take, it's pretty close as we come down to the black. It's my shot and if I pot this then I win the game. It's a long shot and it ambitious, even though it's a win for me even if I loose. I still want to win for the pride of it. I line up the shot and take it.... it looks like it's going in but the angle is off and the black bounces of the cushion at the side of the pocket and it rolls away. Gutted. The black is lined up perfectly and Traci easily pots the black. "I win" she says with the most devious smile on her face. "No way you lost" Marc laughs, as he and Zoe come over to us. "Traci's actually pretty good" I say trying to brush off the defeat. "Imagine loosing to a girl tho!" He teases. "It's not all bad!" Traci says winking at me. "So what you guys up to then?" I ask. "Marc and I were gonna catch a movie" Zoe says smiling to me and giving Traci the same look Marc gave me before. "Em Josh?" Traci smiles coming closer to me "would you mind chumming me home?" "Would you mind Josh?" Zoe steps in "Marc offered to take me to see a movie and it's a movie I've wanted to see!" "Eh yeah I don't mind!" I say "Oh thanks Josh" Zoe smiles giving me a hug, as I hug Zoe I give Marc a bro nod and wink. Breaking off the hug with me, Zoe then hugs Traci. I can't hear what she says but Zoe definitely whispers something to Traci, as Traci pulls a face as they break off the hug. I fist bump Marc, then he and Zoe head off. Traci moves even closer and latches onto my arm "Zoe really likes Marc!" She says sweetly to me. "Yeah I can see! That what she whispered to you?" I ask. "Eh, um yeah sure! Anyway I do have to be home for 10?" She says with a sad face. I check my phone and it's just after 9. "Should probably make a move then?" I say as she breaks her grasp and I tidy the pool cues away. She doesn't say anything as we walk out of the arcades, I go to turn left towards the bus stop but Traci grabs my arm and drags me to the right, "what the hell!" I say. Again she still doesn't say anything as she pulls me away from the arcades and round behind a boarded up shop. Then pinning me up against the wall. "Traci?!" "Josh listen, I won the pool right?" She says seriously "Eh yeah!" I nod "And if I won, which I did, I got this!" She said with that wicked grin again as she grabbed my crotch. "I'm cashing out now!" With that she lunges forward and plants her lips on mine. I'm caught a little off guard at first but then I put my hands on her and kiss her back. It's tender at first but soon our tongues are exploring each other's mouths and our hands begin to explore as well. Traci's hands now fumble with my belt buckle and loosen it off. Once she's got my jeans open she breaks off the kiss. "Let's see what you're packing?" Traci reaches her hand down into my open jeans and grabs my crotch. Her eyes widen and she looks down at it. "Oh my god" she gasps. "I thought it was big when I felt it inside but oh wow, it's huge." "Think you can handle it?" I smugly ask, after having some fun with Becki, I feel somewhat confident. "Um I don't know" she said as she got to her knees "but I'm gonna try all the same" with that wicked grin back on her face. On her knees she pulled my cock out. She spent a moment admiring it before slowly licking it around the head. "Don't tease" I joke and with that she slowly eased her mouth around my cock. Traci wasn't as experienced as Becki but her mouth was tightly wrapped around shaft. Fuck it felt good. Traci began to ease her mouth up and down my shaft. She raised her right hand to the base of my cock and worked my shaft with her mouth. Her left hand slipped under my t shirt and across my torso. Bobbing her head and down she starts to bob faster and easing more of my shaft into her mouth, moaning the whole time. Easing off my cock, still stroking she looked up to me "have you got a condom?" "Yeah in my wallet!" I groan. "Get it out!" And she went back to sucking my cock as I reached behind me and grabbed my wallet out. Fumbling into my wallet I grab the condom and stuff it back into my pocket. Traci stood up and took the condom from my hand and tore it open. After a little fumbling she managed to slide it on my cock. "Ok go slow at first please" she says as she turns away from me, undoing her jeans and pulling them down with her black panties. I moved up behind her and edged her up against a dumpster, not the best but it will do. I take my cock and position it at Traci's slit, rubbing it up and down against her which gains a moan from her. I find her entrance and begin to probe myself inside her. Traci gasps as the head of my cock slides in. I ease my cock in a few inches and hold myself there. Traci's pussy is very tight so I let her get adjusted to my size. Her pussy is nice and wet though and it doesn't take long for it to ease up a little. I slowly begin to push more of me inside her before pulling back and start to fuck her. The first few pumps are slow and easy but after that I begin to pick up the pace and force. Holding her in place by the hips I start to fuck Traci hard. Grunting as I pound her from behind. She tries to hold on to dumpster as she moans aloud in pleasure. I'm almost getting my full length inside of her as she bucks her hips back into me. Even though her pussy is tight and feels great, the condom is holding me back a little. It is making me last longer so I up my efforts. I reach round and grab Traci's chest in my hand. Cupping and squeezing it which gains a louder moan from Traci. "Keep going Josh, harder!" She moans "I'm getting close." I slow the pace a little bit but up the force as I fuck her harder. Traci reaches down between her legs and starts to quickly strum her clit. With me pounding her harder and extra pressure on her clit, Traci's knees begin to buckle. I hold her tight on the hips with both hands and keep her up. Her body begins to tense up as her legs and pussy clamp shut, she lets out a low scream as she explodes in pleasure. "Uuuuhhhhh fuck" The tightening of her pussy is that little extra factor I need and pumping faster, I'm right behind her as I explode into the condom. I hold myself deep inside her and groan loudly. "Fuucckkk" I gasp as the last drops of cum ooze out into the condom. "Uuhh mmmm that was so good Josh" she moans leaning back against me, my cock still inside her. "I guess you earned it!" I joke as I kiss her on the neck. "Was win, win for me anyway!" "What would you have done if you had won?" She says turning the face me, my limping cock slipping out of her. "Oh I couldn't possibly tell you!" I tease! "Aww come?" She pleads as she removes the condom from my cock and tosses it behind the dumpster. "Would you have done this?" She says looking up to me. But before I can answer "what do you think you two are doing?!" This voice comes from the street. The two of us are stunned into silence and just stand there. The figure begins to walk towards us and Traci just grabs my arm "run!" We set off the other way running, I'm trying to pull myself back together and do up my jeans. Once I've gotten my self all zipped up, I grab Traci's hand and we run to an other bus stop further down the street. We get there panting and laughing. She hands me some chewing gum and we start to make out at the bus stop. The wait isn't too long before the bus comes, not that I was complaining. On the way home we kissed some more and her hands were all over my crotch. The bus got to Traci's stop and being the gentleman I was I decided to walk her to her house. It wasn't far, maybe a ten minute walk. We laughed and joked all the way. Once we got to her house she gave me once last kiss and took my phone number. My house was only about a fifteen minute walk away so I knew the walk would do me good. The fresh air would cool me off and take away some of the aftermath built up frustration, I could easily go again. When I get home there's no one up, it's only just before half ten. I grab a drink from the fridge and head up to my room. I dump my clothes and send a quick text to Marc saying how I got lucky again. I get myself into bed and do the usual social media browsing. Some time after eleven Marc texts me back; 'Dude I'll phone you tomorrow, not the only lucky guy tonight!!' I put my phone on the bedside table and close my eyes, a big smile on my face. ~~~~ End of part 3. I would really appreciate feedback on how people think the story is going and any events people want to see. All positive feedback is welcome. Off to work on part 4!