Steven walked slowly down the hall to his professors office. It was the day after finals and he had to talk to his professor. It was his final quarter of the year and he did poorly on his final. . . like real bad. Steven was going to do whatever it took to pass; even if he had to plead, beg or retake the exam. The halls were empty as most of the students were gone, especially with exams ending yesterday. He made an appointment with Dr. Markson right after he took the exam, knowing how bad he did, without even a glance his way, as if knowing, Dr. Markson told him a time for them to meet. This was so nerve wracking!

He turned the corner and noticed a single light and an open door to the master office at the end of the hall. As he approached he noticed the old name plate where "Dr. Markson, PhD" was engraved. With a sigh he walked into the office; at the other end of the furnished room, Dr. Markson sat reading a book under a green ornate desk lamp. He was wearing a fine gray suit without a tie that seemed to fit his large muscular frame. The man had a very handsome strong face and bright blue eyes. The scruff on his etched face betrayed the look of an esteemed professor of Business Theory.

Dr. Markson looked up, taking his glasses off. His bright blue eyes sparkled as he looked up from his book. I swallowed hard. I never really noticed before, but he was very attractive! Steven began to blush at the thought. He had come right from the gym in nothing but his track shorts, NIKE running shoes with ankle socks, and a slightly sweaty white tank revealing his wiry toned arms. Steven was a runner at heart and always ran at least 8 miles a day, today was no exception. He kicked himself for not changing before the meeting, and then again for even having the thoughts.

"Welcome Steven," Dr. Markson said in a cool voice as he stood up expectantly. "Do me a favor and shut the door behind you", he said at he made his way around the desk. Steven quickly shut the door and walked to the desk with a grim determination. Dr. Markson towered over Steven as the man reached out a large strong hand. Steven noticed the man's large smooth hands and how surprisingly soft and squishy the flesh on his palm was. Dr. Marson sat up on the front of his desk with one leg up on the desk and his arms crossed. His muscles seemed to bulge under his dress coat! Mark blushed again and sat down on one of the chairs to hide his boner.

Steven was a handsome young man himself; he was the slender athletic type with a cute, thin, smooth face and long dark black hair that fell back wildly over his smooth tan shoulders.

"So Dr. Markson . . . ", he stammered before Dr. Markson raised a hand and said, "Call me Mike." Mark stared wide eyed at how casual and interested the man seemed. "Ok . . . Mike, I came here knowing that I did not do well on my exam, and I really want to . . . no have to, pass this glass and I just need. . . ".

"You want another chance," Mike said calmly. He stared at him with a thin smirk. "I completely understand, and I respect that Steven. But you are sooo uptight boy, you have got to loosen up, the quarters over and even tho the exam wasn't your best, I know you have the potential to do great things," he said passionately while bending down and putting his large hand on Stevens knee. He stood up and walked behind his desk and opened a drawer. "Listen Steven, I'll be honest with you, the test wasn't good, but this is my last year here at this University and I just . . . to be honest, don't care that you did poorly on one test!" With that final shocking statement he pulled out a box with a wide smile. "With that said, there are rules I have to follow . . . but breaking them wouldn't be hard", he said mischievously as he opened the box. The box was full of weed!

"No way!" I said before I could stop it.

As if not even noticing how awesomely inappropriate this was, he pulled out two massive blunts and handed me one while his other hand lit a candle on the desk. "I see your potential Steven and . . . well I just need you to relax man, I have a feeling you will be able to pass the class!" he said mischievously eyeing Steven playfully while taking a big hit.

The sexy man leaned back on his chair and put two large shoeless feet up on the desk, his socks wiggled playfully as he eyed Steven. Steven leaned back in his chair after lighting the blunt, and before taking a hit eyed Mike wonderingly. "Um, so just to make sure you know what you are doing; you just pulled out a blunt for us to smoke . . . a teacher with a student . . . and you are . . . cool with that. I'm just making sure you know how awesome and weird this is right?" he said with a cough.

"Dude relax, I'm not really your teacher anymore now am I?" he responded after taking another hit. It was strange how his deep voice became slightly smoother as he said this. The two sat there and smoked for a while, laughing at events that happened during the quarter and about their quite different workout routines. The room had a haze to it before Dr. Markson put out his blunt and leaned back in his chair staring at Steven with an otherwise uneasy seriousness.

"My question for you is, what would you have me do to change your grade? Or should I say . . . ", with a knowing pause to make the point, "what are you willing to do?" He said at last.

Steven was completely erect now, knowing exactly what he wanted. The game was on, and he was willing and able to get this grade afterall. Steven stood up, sure of what Dr. Mar . . . Mike was willing to do. He walked up to him and ran his hand down his pants and grabbed his cock as he pulled his body close into his. "Anything", he whispered into Mike's ear as he reached up and ran his fingers from his other hand into Dr. Markson's scruffy beard.

Mr. Markson's toes curled as his penus pulsed under his tight pants. Mike stiffened and firmly pulled Steven's hands away from his smooth scruffy face. His jaw clenched as he walked casually to the office windows and shut the blinds. His ass shifted in his tight dress pants as he turned to look back as he took precautions to secure the room from wandering eyes. A smile stretched across his strong smooth face, his neck slightly wrinkled as looked back towards Steven. He slowly took his coat off revealing his tight dress shirt with the top few buttons undone. Steven swallowed hard.

"Dr. Mark . . . er . . . Mike. I want to make sure that the grade I get in this class will allow me to pass." he said cautiously. Mike slowly walked towards him undoing his tie and tossing it aside. He then began to undo buttons of his shirt revealing some of his large broad lightly hairy chest.

"I'm sure you'll be just fine." Dr. Markson said with a smile as he came up close to Steven and ran his large fingers through his long black hair. He looked down, grasping Stevens smooth face in his hands and kissed him passionately. Steven kissed back running his hands up Mikes large broad chest and pressing his erect cock up against Dr. Marksons leg. The two kissed passionately while massaging each others body.

Steven noticed how . . . surprisingly soft Mikes body was. As he pressed his lips against Dr. Marksons, and as their faces rubbed up against each other, the scruff scratching Stevens face, he noticed how soft and warm his skin was. They broke their kiss and Mike whipped his shirt off in one quick motion revealing his smooth tan hairy body. His muscles were picture perfect. He flexed once as the muscles rippled in one quick motion before helping to take Stevens tank off with an animalistic eagerness.

In one motion he lifted Steven up on his desk knocking everything off with a wave of his hand. He bent over and licked Stevens toned sexy smooth hairless body all the way up to his chin before kissing him again. Steven wrapped his legs around Mike's body allowing his ass to rub up against his cock.

Steven jumped down from the desk and began to take off Dr. Markson . . . or Mike's belt. Mike flexed as he played with Stevens hair as Steven undid Mike's pants and pulled them down to reveal a beautiful erect massive penus! Mike sat down on the chair in front of his desk, kicking off his pants. He bent over to peel the dress socks off his massive feet. Steven watched is large broad back move and tighten as Mike worked on undressing.

When Mike was completely naked sitting on the chair, he grabbed Stevens waste and in a surprisingly quick motion dropped his pants as well revealing a decent sized penus on Steven. Steven struggled a bit to take off his running shoes and pulled his sweaty socks off his nice sized feet before standing in front of Mike completely naked as well. The two seemed to glow in the meek yellow lamp light.

Mike smiled down at Steven and flexed as Steven ran his fingers down the front of his body. He looked up and Mike nodded before Steven got down on his knees and grabbed Mike's cock. With both hands he messaged the surprisingly fleshy cock before jamming it into his mouth. Mike groaned and rolled his head back as he began to thrust his cock deep into Stevens mouth. Stevens face began to get red before he sucked the cock free of spit and came up so suck on Mike's nipples, lightly nibbling them.

Mike came down and kissed him roughly and picked him up again and sat him on the desk. Dr. Markson, or Mike's, motions were smooth and deliberate. His muscles pulsed and shifted with each smooth movement.

"Can I show you something Steven?" he said eyeing him hungrily. He paced in front of Steven. His massive muscular body pulsed with a readiness, his large feet slapped on the floor as he walked. "What if I told you I'm not really Dr. Markson?"

Steven had a confused look on his face and began to laugh. "I'd be pissed because I really need to pass the class."

"Well what if I told you I am Dr. Markson, but I'm also other people as well." he said louder, a smirk stretching across his handsome face. "I can see that I am confusing you . . . here maybe this will clarify things a bit."

With that he slowly reached up to his handsome smiling face and dug his large fingernails into his forehead. The skin split apart seemingly easily as he pulled his face apart from the middle of his forehead. Mike began to laugh as he continued to pull on his flesh, his smile and handsome features stretched and folded as the peachy skin fell apart in his grip. With one final motion, he tore his face free from his head with a slap. A completely different mans face was beneath. The man underneath was wearing a Dr. Markson skinsuit disguise!

"You see, I am what many would call a Master of disguise, and I can be many people, and I've been watching you and know what you want, and yes, I can still give you everything you need to pass the class . . and more!" he said playfully as he dug his hands into his abs and began to pull the skin aside again.

Mark watched in shock as is handsome hunky professor pulled large chunks of his skin away to reveal another muscular, young man beneath. As the long strips of skin wrinkled away from his muscular body, he began to see someone he knew underneath! A guy he had his eye on for awhile from a Fraternity next door! Steven was throbbing as the guy next door emerged from the last remnants of skin that was being pulled down like a pair of pants. He wiggled his toes out of the suit before kicking it aside with a slapping noise.

The man before Steven winked as he flexed. The man had reddish brown shaggy hair and a reddish brown beard. His skin was pale, which made his large muscles look a bit less defined than Dr. Markson, but he seemed larger. The peachy tone of his body revealed the light amount of chest hair, not as much as Mr. Markson had, but his handsome strong high cheekbones rode atop a much thicker beard. His voice was different as he laughed. Instead of the calm reserved personality he saw from Dr. Markson, this guy was completely different. He was playful and energetic and had a frat boy attitude.

"Alright man, so here is how it's going to play out, I'm going to fuck you, and you are going to like it." he said in an almost matter of fact voice. Steven couldn't even respond, nor did he mind doing whatever the beefy stud said. This was going to be the best "A" Steven had ever earned.

In one quick stride the man was in Stevens face kissing him aggressively. His face wrinkled slightly as he smashed his nose up against Stevens. His beard scratched Stevens smooth face causing it be become a little red. Dr. Markson . . . or whoever this was then lifted Steven up in the air, his muscles flexed all over his body as he turned him around and bent him over. The man pulled his body in close, his thick warm cock was pressed up against Stevens smooth ass and his stuck his tongue into his ear as he put his other arm around his neck!

"This . . . might hurt a bit at first . . . sorry dude." he whispered before thrusting his cock deep into Stevens smooth tan ass. Steven moaned with pain and pleasure as the man grabbed the back of his neck and pushed him down on the desk. He began to pump and moan. The mans balls slapped against Stevens ass as Steven grabbed the desk and pulsed with pain and pleasure, his dick hitting the desk with a light thud. His body quivered and his tight abs and ass strained. The massive muscular man wrapped his hands around Steven's small waist as he began to fuck him harder. The man groaned and panted, his muscles working furiously.

Steven moaned again before the man paused and flipped him over on the desk. The large man jumped on top of him and straddled the front of Steven. Back was arched and his ass was a perky and muscular on top of Stevens waist. The hunky man grunted as he tossed Stevens legs to either side of his handsome head and jammed his cock back into Stevens ass. Steven moaned with pleasure, as the man hurriedly pumped harder, caressing Stevens chest and abs.

Steven looked up and saw the man's serious face, his chest and arms flexed with each thrust. He grabbed the beefy mans ass and squeezed. The man then growled between kisses then reared up and demanded Steven grab his ear. He did. The mans face was warm and soft, the beard tickled his palm. Steven began to massage the mans face, the man's features would go in and out of slight disfigurement and a the smooth strong features he was used to. The man groaned, his face was tight with concentration as pumped faster. Stevens cock was pressed up against the mans hard sexy hairy abs.

"Steven . . . if you want the grade, I'm going to need you to pull a bit harder." The man said between breaths and slight groans. Steven eyed him suspiciously. "Do it!" the man said firmly . . . almost desperately.

Steven grabbed the skin on the sides of the mans face, both behind his ear and under his jawline. The man groaned with ecstasy as his eyes rolled back. Steven clamped his legs around the man's waist harder. "HARDER! PULL IT OFF DUDE!" the man yelled as he reared up and grabbed the skin on his chest.

With a loud groan Steven pulled the man's face hard. The skin bundled up into his hands on the side of his face, and the beard pulled at the skin on his chin . . . with one last hard pull the sexy frat boys face began to pull away from whoever was underneath. The frat boys face stretched and the skin around his thick meaty neck wrinkled as he continued to peel his face away in desperation. At the same time the man tore the skin on his chest open and apart to reveal a hairy thick muscular chest beneath with a slightly more flushed skin tone.

As the face fell away in Stevens hands, a bearded man stared back at him with brown eyes and a thick long black beard. His handsome face was covered with sweat and long dark brown strands of hair fell into his face from under the frat guys scalp.

Steven and the man both blew their loads in/on each other. The man's muscles clenched up as he pulled the fleshy disguise away from his head, revealing long dark brown matted wet hair. The man groaned and panted staring at Steven with a smile.

"Well, you got the grade . . . and if you want . . . I can give you my real name and still play the part of Dr. Markson, or anyone else you dream of!" he said in a different deep strong voice. He pulled the skin off his large hand and stroked Stevens hair with a smile as they both lay on the desk gazing at each other.

"Well, I can't say I wouldn't mind taking your class again next year . . . Dr. Markson," said Steven with a smile as he stroked the mans beard.



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