
Professor Andrews knows that the only thing to expect from a State transfer is apathy, poor grades and a bad attitude. Well, we State students may not be the sharpest tools in the shed but we've got the tools you reach for first and use the most! Now lose the tuff professor act and you take it, you suck it and you swallow it!

Mike and Dane are home after a long day of paintballing. Mike's mother Nikita is in a terrible mood. They are starving and instead of getting a nice home cooked meal, Nikita throws 2 TV dinners at them. This sets Mike off and he storms out of the house. His buddy Dane is puzzled, and wants to know whats wrong with Miss Denise. She explains about the terrible day she is having, and Dane is a great listener. He gives her a giant hug to make it all better. She is grateful that her son has a friend like Dane.......very grateful indeed.

Mrs. Ann has all kinds of bones to pick with one particular student, Derrick. From his grades to his attitude to the way he dresses to his ride - she figures she is gonna' put him in check and see if she can straighten him out. One thing is for certain, she will get a nice stiff cock straight up her love tunnel!


Sara Stone's boyfriend has been having some serious issues with a condition known simply as, "Whiskey Dick." She figured maybe he was bored with bedroom sex and arranged for a little office romp. Once again, it was the same story, a soft cock. So she sent him packing and called upon a naive office geek to pack her pussy!

Mid-terms are just around the corner but Anthony is going to be his best friend's best man that same week. This poses a real dilemma for Professor Diamond and her cry-bag student, Anthony. As far as Mrs. Diamond is concerned he can either pleasure her or pleasure her ... you see she is very demanding and results oriented.

Xander has come over to visit his buddy, but instead finds himself helping Lisa Ann carry her really heavy groceries in the house. He doesn't want her to know that he is struggling with them, and someone makes it to the kitchen. Once there, Lisa Ann realizes his plight, and proceeds to have some fun with this young stud. When she playfully grabs his cock and feels whats in there, the playfulness turns serious. He drops the groceries and tries to resist, but Ricky's mom just won't take no for an answer. Time for some hot kitchen sex!


Dane's friend Billy has pretty much been ditching him to hang out with a girl, so Dane goes to Billy's mom to talk about it. She comforts him and tells him that her son is getting a different kind of "adult" companionship from his girlfriend. Dane doesn't understand, and says he just wants to going bowling with his friend. Billy's mom decides to illustrate her point by showing rather than telling, and drops to her knees and sucks Dane's cock and gets him to blast his load in her mouth. Now that's good ball control.

Marie is going to a St. Patrick's Day party since her boyfriend is working and doesn't drink. When her beau's son, Johnny, finds out, he comments on the fact that she's wearing too skimpy of an outfit, and that it's not even green. Marie doesn't just tell Johnny she's wearing green panties, she shows him. Johnny ends up kissing more than the Blarney Stone on St. Paddy's Day, and finds gold at the end of the rainbow. Talk about the luck o' the Irish. Slainte!


Jack is training Megan in preparation for her bicycle ride from San Francisco to Los Angeles. Things are going swimmingly until Megan says she needs to get naked in order to be comfortable on the treadmill. Titties a-bouncin', Megan's rising heart rate revs her engine enough to where she steps off the treadmill and takes control of the situation and shows her trainer what a real workout is.
