
Sasha Swift has a meeting with Professor Michaels to discuss her grades, which have been slipping. She's worried that she's going to lose her foreign-exchange program and be shipped back to Moscow. Her teacher wants to help her, but he can't just change her grades. He tells her she's going to have to start from the bottom, and work her way up ' his cock. Sasha's willing to spread her legs on the desk to stay in the good ol' U.S. of A.!


Veronica Stone studies hard and pays attention in class but just can't seem to pull anything but a 'D' in Professor Lawrence's class. Fortunately, he has a new grade scale he devised especially for her; D = tits, C = hand job, B = oral, A = fuck. What's it gonna' be Veronica, you settling for a 'D' or are you take the "D-i-c-k" for an 'A'???



Art student Maddy Oreilly leaves her sketchbook in the classroom, and when she goes back to retrieve it, she finds her teacher flipping through it. He tells her that her drawings of the male anatomy are incorrect -- she's got the sizing all off. Professor Glide whips out his giant cock to show petite Maddy the real deal! She thanks him for the lesson by sucking his giant cock and letting him stuff it in her pussy until he blasts a load in her mouth! Art is beautiful.

Summer is the teacher's pet and only wants to make her professor happy. But she doesn't realize that her constant pestering is annoying her teacher, so he gently lets her know that he'd rather not grade more papers than he has to. He also lets her know that she can make him happy by putting his cock in her mouth...
