
Professor Foxxx excuses everybody from class, except for Kris. She keeps him behind and tells him that she's heard he's been cheating on tests and bullying other students. He denies it, but the teacher tells him that she won't allow him to intimidate her classroom, or else she'll fail him. She's left no choice but to punish him by sucking his dick and letting him fuck her until he sprays all over her face. Kris accepts his punishment with dignity, and does exactly as he's told.

Professor Lacie James doesn't have anymore students for the summer, but one of her former students returns to ask her for a favor. Bill graduated a few months back and is working hard to find a job, and he needs a letter of recommendation. When he asks Professor James if she can help him out, she pulls out her big tits and tells him she will, but only if he'll help her wet pussy with his big fat cock. Graduates will do anything for jobs these days.


Xander is taking his semester exam and clearly isn't very concerned about it. It seems this class is not one of Xander's pre-reqs, and so he assumes this class will be an easy A. This angers Professor O'Neil, and she is going to teach this flippant little student a lesson. Her big tits are going get his attenton....that's for sure!

Michael is making up a test that he missed in Prof. Hayes class. While attempting to concentrate on the test, Prof. Hayes boobs are too big, too nice, and too out there for him. He keeps calling her over to his desk with inane and random questions, and finally after the third time, he just sticks his face in her massive cleavage. She is shocked, but is intrigued with this student's brash and bold nature. What's the harm in a little motor-boating in the classroom?

Professor Starr holds Gio after class and tells him that he seemed distracted during the day's session. He tells her that the subject matter they're studying -- sexual harassment -- is of no interest to him, and that he's not paying much attention because he doesn't care for it. The sexy professor decides to put their discussion into practice, and after a few grabs of his cock, she's got it in her mouth and pussy! Lesson learned.

Freshman Xander is trying to get his college courses worked out, but he's really struggling. The thing is that he wants to major in philosophy, and his parents, of course, want him to do something more sensible, like accounting. Ms. Hunter is his counselor, and definitely has some suggestions. How about majoring in something like computer science, with a philosophy minor? She points out that with his glasses and all he's looks bookish, a thinker, and could probably get into something heady like programming. Xander's been hearing the nerd thing his entire life, and enough is enough! Bookish?!?! Nerdy?!? At his wits end, Xander comes around the desk and starts putting serious moves on the hot Ms. Hunter. It isn't long before this 'bookish' freshman is educating his counselor that you should never judge a book by its cover!


Will is on academic probation and he's worried he's going to lose his lacrosse scholarship, so he goes to see his guidance counselor. He tells her that his parents will kill him if he gets kicked off the team and has to go back to a community college. Ms. Valentine feels that they can work something out, especially since she's been feeling lonely due to a problem at home. Will's confused until she climbs up on the desk and rubs her tits in his face. She shows that she's good at stickhandling, too, but Will ultimately scores.

Bruce enters Prof. Bryce's class and just stands there waiting for her to acknowledge him. She is very preoccupied, and after a minute, she asks what he is doing in her classroom. Its his weekly meeting he explains. She realizes it and profusely apologizes to him. It seems that she broke up with her boyfriend, and he had a lot of vices. Bruce is kinda nerdy and when she questions him about those vices, he doesn't do any of them. She gets up, backs him up against the wall, takes off his glasses, and decides to see what this nerdy kid has in his pants. WOAH! She is in for the ride of her life.

Ethan Hunt has a hot date tonight with whom he's supposed to get to second base, but he doesn't even know what first base is. While in Professor Julia Ann's class, his buddy Kris gives him his version of running the bases. But after he leaves, the hot blonde professor tells Ethan that she overheard the conversation, and that Kris is way off base! But, being the teacher she is, she begins instructing Ethan on the real version of the bases ' giving him a hands-on approach. Ethan doesn't have to worry about making it to second base with his date, because he hits a homer with Professor Ann!

Professor Sights calls Bill into her classroom after hours and tells him that he's not doing so well in her course. He's worried that if he fails he wont' be able to keep his football scholarship, and that won't fly. What will fly, according to the professor, is showing Bill her expertise in deepthroating and trading him a nice hard fuck for a nice good grade. School is in session.

Professor Raylene is in her classroom browsing the web on her laptop looking at ' porn, and she sees one of her male students, Billy, on NaughtyAmerica.com doing porn! She thought that was him, which was why she asked him to see her after class. When he stops in and tells her that he's working at the grocery store and relying on loans to support his schooling, she calls him on his bullshit and tells him she knows of his porno career! He pleads her not to tell anyone, but the only way she'll keep the secret between them is if he uses that big ol' porno cock to destroy her wet professor pussy!

Johnny wants to talk to Professor Phoenix Marie, but not because of his failing grades. Rather, he's interested in conversing with her about partying -- where she likes to do it, and with whom. It just so happens that he was at a local hot spot the other day and he just so happened to peep her making out with one of her students there! Professor Marie isn't too happy when he shows her a photo of the incident on his phone, but when he blackmails her and tells her she's got to fuck him if she wants it to disappear, she suddenly becomes happy and horny for dick in her mouth.

Danny notices that his teacher, Professor Nikki Sexx, has had low energy the entire week, so he confronts her about it. Embarrassed, she eventually tells him it's a personal problem ' that she's going through a bad break-up with her boyfriend. Danny takes advantage of the situation and massages his favorite teacher's shoulders and decides to tweak her tits while he's at it. She backs off for a moment, but any teacher who's name is "Professor Sexx" will back on, which is exactly what Nikki did ' right onto Danny's hard cock!


Prof. Esperanza Gomez has a new student and he's a handful. He's got a short attention span and has trouble concentrating; mostly because Esperanza is a smokin' hot Latina. But she soon learns what he lacks in study skills he makes up for in persistence by convincing her to let him fuck her hot, tight, dripping wet pussy...

James is embarrassed to tell Professor Tanya Tate that he works in the new yogurt shop when he retrieves his uniform's hat in her classroom, where he left it. He tells her his sob story, that his parents cut him off recently, so now he's got to support himself with that stupid job and silly-ass outfit. His hot, blonde teacher tells him that he could serve drinks and clean up at the pool party she's attending with her girlfriends to make some extra cash. He's all for it, but when she shows him the tiny swim suit he has to wear as a uniform, he has second thoughts ' until she sees how big his cock is in it and promptly puts it into her mouth!

Prof. Britney Amber isn't going to let Johnny play in the big game this weekend because his grades are horrible. Johnny pleads with his teacher but his desperate words aren't going to change her mind. What will change her mind is finding out if a rumor is true about the football team. He's more than happy to tell her whatever she wants, but Britney doesn't want a verbal response, she wants to see if he can split her uprights...

Professor West is trying to grade some papers when a neighboring Professor wanders into her class to warn her about inappropriate student-professor relationships. It is hard for her to concentrate on what he is saying, but the reason isn't clear until he leaves. Rocco is under her desk giving her a good orgasm in order to pass the class!

Prof. Morgan comes into her room to find her new TA Dane on the phone with one of his buddies making fun of her. She is amazed at his careless attitude, sloppy appearance, and disrespect toward her. She quickly disabuses him of any notion that his life as her TA will be an easy one, and when he starts to complain, she decides to up the ante a notch. The first thing she wants him to do for her as a TA is lick her pussy good.

Professor Zen is investigating the egging of her car, which she thinks was done by her student, Johnny. He tells her he was in study hall instead of her class, but she calls him out and breaks him down. He said it was just a dumb frat joke, but she threatens to put him and two of his frat brothers also in her class on academic probation, which would destroy the fraternity. Johnny pleads for forgiveness, but the only way Professor Zen will let him off the hook is if he hooks his fat cock into her wet pussy!
