
Freya Von Doom hasn't been paying much attention in class. In fact, all her notes are just doodles. Luckily she convinced her very studious school mate to stop by her place and help her study for the class, but Freya's mind keeps wandering to big cock! So Freya pulls her panties to the side and has her school mate please her wet pussy with his MASSIVE dong!

Bella Luna didn't do so great on her exam and she missed the make up exam. She really needs to pass her class though so she stops by to talk to her professor hoping there is something she could do to ensure that she passes. Her professor has given her many chances though and Bella just hasn't taken them, but there is one more thing she could do. If Bella takes care of her professor, then her professor will take care of her grades. Bella knows exactly what he means by that, so she gets on her knees and starts going to town on her professor's cock.

Gal Ritchie has been having fun as a foreign exchange student in America. A little too much fun. So much fun that she hasn't had much time to study and it has been affecting her grades. So Gal stops by to visit her professor to see if there is anything she can do to bring her grade up. Her professor gives her a ton of suggestions, but they all require time and time is not something Gal has right now. Instead Gal decides to show her professor how she passed all her classes in England, by taking his pants off and going to town on his cock.

Lulu Chu stops by her favorite professor's class after graduating. She wants to tell him what a pleasure it's been having him teach her. She also wants to confess that she's had a crush on him for a while and now that she's not his student, Lulu makes a move and seduces her professor into fucking her over his desk. A+ work!


Angel Gostosa has a small problem and she's hoping that her favorite professor, Kyle Mason, could help. The problem is that Angel called out of work the day before because she was recovering from partying to hard. She had told her work that she needed the day off to take a midterm and now her job needs a note from her professor as proof or she will lose her job. Angel needs the job to pay for college though, so she asks Kyle to do her that solid and write her that note. Kyle refuses to do so as it would violate school policy, but Angel has an ace up her sleeve. She knows that Kyle lusts after college girls, so Angel offers herself to Kyle in exchange for that note. Kyle can't refuse the offer, of course.

Angel Windell is concerned about her brother's failing grade and doesn't understand why Professor Driller is failing him. She makes a deal that Prof. Driller can't turn down, if he's willing to change Angel's brother's grade, she'll wrap her lips around the base of his cock so the back of her throat is gagging on his throbbing cock.


Kimora Quin stops be her favorite professor's to get some after school cock, but seems like her professor is in a hurry as he has plans with his wife. Kimora can't let her professor's wife get to that cock first so she does everything she can to make sure that her prof. cums on her before going home to the ol' ball and chain.

Kitty Lynn surprises her favorite professor with a cupcake, but she has something special planned with it. She decides that the best way for her professor to eat said cupcake is to have him lick it off her tits. Her professor definitely can't say no to Kitty's nice pierced nipples, so he takes a lick. Kitty also takes a lick...of his penis; and that's just the first part of his present.

Everyone in Mr. Deen's class is madly in love with him, but he is also some what of a distraction for these young ladies. The students aid had to mention to Mr. Deen that these students be separated so, they did. Mr. Deen takes Ava to the side for a one on one lesson. Ava is so excited she can't keep to herself she so horny and wet for her professor. And all Ava want is professor James hard cock in her sweet little pussy!

Katt Dylan thinks she's slick sneaking into her professor's classroom and sneaking in her overdue assignment. But Professor Ash catches her red-handed, and he informs her that he'll have to report this to the dean. The sexy little brunette pleads him not to, but he tells her he must ' unless she can do something for him in return. When she starts removing her clothes, his memory starts getting foggy. When she puts his hard dick in her mouth, it's like she was never there.

Victoria Rae Black is extremely upset that Professor Gunn gave her an F on her essay. So, what would any sexy student do in return? That's right ' vandalize his classroom when he's not there. Ripping up papers, defacing the chalkboard, spitting in drawers ' Victoria does it all. But things change when the professor enters the room and finds it destroyed. What would any sexy student do in exchange for not going to the dean? That's right ' pull out her nice natural tits, suck her teacher's dick and fuck him until he blasts his jizzbomb all over her face. You really do learn things in college...

Holly storms through her professor's house to confront his son Steve, who apparently just dumped her via text message. Professor Glide finds Holly screaming for his son and tells her to calm down, that he's not there. Freaking out, Holly says she has to have a boyfriend, and demands that he become hers for the day. Not knowing what to say, Professor Glide tries to back away, but Holly's too quick and catches his cock in her mouth!


Professor Knight shows up to Mae's dorm to find out why she wasn't in class. She's his top student, and he's worried that something is wrong. She tells him that she's heartbroken because she dumped her boyfriend when she saw him with another guy. Prof. Knight consoles her, but maybe a little too much ... she shoves her tongue down his throat, and then pulls out his cock and shoves that down her throat. Problem solved.

Lily approaches Professor Lawrence, telling him she wants to transfer classes because she feels ignored in class since he doesn't call on her much. She says she thinks it's because she's more of a nerd, and all of the girls who he does call on dress like sluts. The professor attempts to deny any wrongdoing, but before you know it she's tugging on his tie, telling him she needs attention. Once she's on her knees sucking his cock, he can't do anything but pay attention to his new favorite student.

College is the time for exploration, right? That's what Professor Sammie Rhodes says in her women's studies class to Dani Daniels. Dani's been feeling attracted to the female sex lately, but she's too shy to do any muff diving. Professor Rhodes, the scholar, tells Dani that sexual exploration is natural, and it's OK to want to eat pussy. It's also OK for you to open up your legs on my desk so I can eat you out and fuck you with a dildo until you cum all over my face, she teaches her.

Mr. Lawrence sees Ashlynn writing some notes, but there isn't supposed to be any notetaking on the book which she'll be tested on this week. She says she's not taking any notes on the book; she claims she's writing something personal. He takes the note from her and finds out that she and her friend have been writing about their desires to suck and fuck his dick! He throws the note away, but Ashlynn persuades him to hold on to the fantasy ... and to turn it into a naughty reality.

Prof. Byron has asked Lizz and Tegan to meet him after class. They have just taken their semester exam yesterday and so they are curious what he wants. He sits them down and proceeds to accuse them of cheating! It seems they both put the same exact answers on every question! Lizz and Tegan start bickering and accusing each other. Finally Lizz takes charge of the situation. She knows that professors are easy targets for her charms. One grab of his cock and they both are going to get A's

Lily wants to participate in the foreign student exchange program this summer in Spain, and she only needs one more teacher's recommendation to become a candidate. But when she asks Professor Pierce to sign off, he's reluctant to recommend her since her grades have not been so good in his course. What are good, however, are her blowjob and humping skills, which Lily demonstrates for her professor. After he gets off, he signs off and Lily says adios.

Nicole has decided that she's taking too many units at school, has to drop one of her classes, and that Professor Woods' course is the one to go. Stopping by to see him between classes, she explains the situation to Mr. Wood, who's sad to see her go. She's one of his best students, and she's also the hottest woman in his class. She doesn't see how that matters, but he sure does! He figures what the hell? He's got the classroom to himself, she's dropping the class, and he wants her! Put off at first, she starts to come around a little when he whips his cock out. It isn't long before she's doing a different kind of dropping, her pants, and finding out just how many units she is capable of taking!