
Professor Knight has student Valerie Kay stop by after-hours to discuss her poor grades and attendance. He knows that the second "waitressing" job she's taken on is stripping at a gentleman's club, and when he calls her on it, she gets embarrassed. He tells her that she won't pass his class because next week is midterms -- but there is something she can do for him to help her: suck his big dick! Valerie gets down and dirty with her teacher's cock to get the grade she needs!

Allie James is Professor Knight's graduate assistant, and she's busting her ass to complete her thesis and grade all the papers for his undergraduate course. He's so happy with her work that he wants to taker her out to a nice dinner. But Allie tells him she's got still pluggin' away on her thesis, and she wants to perfect it. The good professor tells her that he's pretty sure she'll do well on her thesis ' if she provides him with what he wants! That's Allie's cue to get on her knees and start sucking her professor's big dick!

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.!

Johnny's sister's friend Madelyn wants him to teach her to play chess because she knows he's good. When he finds out how much of a beginner she is, he tells her he's gonna need something in return because it's gonna take ALL weekend long to teach her. But he doesn't want just anything ' he wants to see her nice natural tits. Being the horny brunette she is, Madelyn pulls out her delicious boobs and even lets Johnny touch them'and suck them. Pretty soon she's sucking his hard cock and getting her wet pussy fucked! Checkmate!

Justin the janitor is cleaning the Professor Longwood's classroom, muttering to himself about how the psychology department is a bunch of bullshit. He puts on the coat the professor left behind, mocking him ' until big-tittied, prospective student Tessa walks in. Thinking Justin's Professor Longwood, she tells him she's thinking of selecting psychology as her major, and wants to talk to him. Justin takes on the role, and even decides to make her the volunteer for the new study he claims he's doing on psychology and sex. Tessa agrees and spreads her legs to learn. Freshman are so naive'


Prof Stone comes into Prof Christian's classroom to discuss something related to a project they are working on. Prof Christian seems distracted and nervous. Prof Stone doesn't catch on for a minute, but then he knows whats going on. Christian is stealing his move! The cute young co-ed is blowing Christian under his desk for her A! Prof. Stone reprimands Christian for stealing his move as Christian leaves the room. The co-ed also tries to leave, but Prof. Stone stops her.....she isn't done working for that A yet.

Johnny is over at his friend's house trying to find his friend's lucky controller before the video game tournament. As he is searching through drawers he comes upon his friend's mom's, Joslyn James', panty drawer. So Johnny does what any horny dude would do and sniffs her panties as he touches himself. As he is touching himself he fades into a wonderful dream where he actually gets to fuck and cum inside Joslyn James. With dreams like that, who would want to ever wake up?

Heather Honey is spending some time at her friend's place with her friend and her friend's husband, Ryan. Ryan goes to check on Heather to see if she needs anything and there is in fact one thing that Heather needs. She needs a man's opinion on bra's. Ryan is hesitant to give that opinion seeing as Heather is his wife's best friend, but Heather convinces him to take a look at her in her bra. Eventually, she looses the bra all together and rides Ryan's cock while her friend showers in the next room.

James is so stressed out about failing his class that his teacher, Professor Summers, invites him over to her house for a special study session. He's worried that his parents will kill him if he flunks, so he's desperate at this point. Professor Summers tells him he needs to relax before they hit the books, and to help her favorite student do that, she lets him suck on her big tits, and then sucks on his big cock! The naughty teacher has her student tittyfuck her until he cums all over her face, and then it's study time!!!


Ava Addams has been carrying on a naughty tryst with her son's friend, Chad. The busty MILF bursts into her son's room, where Chad is sleeping on the floor, and plies him with her bra and panties, trying to get him to fuck her again. He tries to tell her that what they're doing isn't right, and that it needs to stop, but when her big tits flop out of her bra and she shakes her fat ass in his face, he has know option but to get a blowjob from her and tittyfuck her and drill her pussy into submission!!!

Johnny walks over to his girlfriend's place and finds some random hot Latina chick with her oiled-up big tits out sunning by the pool. She tells him his girlfriend just got called into work, but said Missy could just hang out by the pool. Johnny upset that his woman never introduced him to Missy because of her big tits, and Missy's just as mad. She decides it would be good for both of them if Johnny sucked on her oily big tits and if she sucked on his big hard cock by the pool before he tittyfucks her in the bedroom!

Aussie blonde from down under, Savannah Bond, is moving back to Australia and her teacher's assistant, Lucas, is sad to see her go. He wants to spend some last minutes with her before she leaves. Savannah knows that he wants more than a dinner, she knows he wants some tits and ass. But it turns out Savannah really wants some cock anyway.

Nikita Von James has been eyeing her friend's boyfriend Giovanni at the party, and she knows he's been looking at her big tits. While her friend is out by the pool, she finds Gio up by the bathroom and lures him into another bedroom only to let him suck and fuck her big tits with his hard cock! She sits on his face and he eats her juicy pussy before he fucks her good and cums all over her face and massive tits!


Karma RX is hanging out at home when there is a knock on her door. It's her new neighbor and he asks, nay, he DEMANDS that she make him some lemonade. Karma is a little surprised by her neighbor's confidence, but she decides to do as she's told. While waiting for his lemonade her neighbor starts bashing Karma's husband, who isn't home. Her neighbor thinks he can hit that better than Karma's husband -- Karma is surprised but intrigued as well. Her neighbor doesn't disappoint though as he gives her the dick she's been missing out on.

David has moved into a spare room at his friend's parent's house since he and his friend need more room now that their small business is taking off. His friend's mom, McKenzie Lee, loves an entrepreneur, so when she see's David hard at work she decides to help him release some stress by milking his cock of all that jizz.

Tasha Reign is in town visiting her girlfriend, hanging around the house in her bikini with her cleavage exposed to her friend's boyfriend Ramon, who's loving every minute of her big tits! He describes how much he loves them to his buddy on the phone, but unbeknownst to him, Tasha hears everything he says! She seduces her friend's boyfriend after he hangs up, and the sexy blonde pulls out her big tits and shoves them in his face so he can suck them, and then she can get to sucking and fucking his big dick!

Blake Blossom stops by her new neighbor's house with some beer as a welcome gift. They get to drinking and Brad mentions that he has noticed her checking him out. He's ok with that as he's noticed her changing at night. If Blake knew he was watching she would of gave him a better show, so she decides to give him a close up look at what he's been looking at by busting out her nice titties. Brad takes it from there and plays with her tits before giving her his thick cock all over his kitchen.

John is fuming. He arrives home from another hard day at work to find his wife's out-of-work friends Britney Amber and her lame-ass boyfriend still hanging out by the pool. John's steamed because he busts his hump all day, and these freeloading fools have been living in la-la-land at his pad for weeks now when they're supposed to be looking for work. He tells homeboy what's up and ends up pushing him in the pool. When he takes off, John's left scolding hot blonde Britney, who can't offer much, but she can offer him a sloppy blowjob and his wife's friend's wet pussy for his big hard cock.

Tyler helped his girlfriend's friend Tory Lane with moving out of their house, but he finds out that she's leaving because his woman is jealous of her! Tyler doesn't understand why until she shoves her big rack in his face! Tyler sucks his girlfriend's big tits and nipples until she's so hot and horny that she pulls out his cock and deepthroats it until he's ready fuck her wet pussy and cum all over!
