
Khloe Kush stays after class to tell her friend Maia Davis that she found her brother's porn stash, and that an actor in one of the videos looks just like Professor Ash -- with a big dick. When they approach him and ask him, the teacher cannot tell a lie; he was a porno actor at one time in his life. But when he begs them not to tell the administrators, they tell him they want to see his cock ' and suck and fuck it!

Michelle Christian feels she is the perfect Art Design student but Professor Savage has no clue as to who she is and he'd never forget a sexy little red-head! Well, to maintain her "perfection" Michelle is going to receive an emergency Performance Evaluation as well as plenty of after school specials!

Lexi shows up after Prof. Masterson's class to get the notes that she missed. Prof. Masterson doesn't recognize her, but she claims she has attended every one of his lectures. When he grills her on some facts about his class, she comes clean with the truth. Some of her sorority sisters told her that his class was really boring and that he was really boring. Eric is pissed, and wants to prove to Lexi that he is a fun, spontaneous guy. What better way than kissing her impetuously.


Riley Reid is close to earning her associate's degree, and working as Professor Gunn's assistant would not only give her some extra credits, it would boost her profile. When she inquires about the position, her teacher tells her that it requires lots of rigorous acridity, and that she'll really need to get her knees dirty. The petite brunette says she's up for anything ' which is why Gunn puts her hand on his cock, showing her what it's really going to take. Riley has no problem fucking and sucking her way to the top, so she does!

Any accredited educational institution follows the "NO PASS, NO PLAY" rule. Usually, you would associate this rule with athletes but members of the marching band are held to the same academic standards, too. Lucky for Kimberly that Prof. Savage is a flute aficionado ... the "skin flute" that is! She might just make it band camp after all.

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.!

Ella comes over to her new neighbor's place with a gift of her famous casserole. It seems the new neighbor is still waiting to start his new job and has nothing to do all day. Ella's husband works all the time, and so she is bored during the day as well. If they are both going to be home during the day, they might as well be good friends......with benefits.

Jessie Rogers and her girlfriend are gonna go out, but they're screwing around looking at dudes on the Internet. Her friend's brother Bruce just wants to watch some sports highlights, so he sends his sister and Jessie on their way, but he notices Jessie's juicy ass. He starts looking at some porn and masturbating when Jessie comes in his room and catches him! She tells him his sister is showering, and that she's seen a big dick before ' and that wants to swallow every inch of his...


Jynx comes into Prof. Christian's class with a drop slip because she doesn't need his class. He is upset because he was looking forward to seeing her in his class each day that semester. He tries to convince her to stick around, but when that fails, he tells her he can guarantee her an A for the semester....and all she has to do is fuck him today!

Lizzy London is all pumped to go to the basketball game, as it'll be her first one since the lockout ended. But Danny's got bad news; his sister took their tickets and invited some other friends to go, so they're screwed. Lizzy's pissed at her best friend for fucking her out of a good time'so she decides she's going to have a good time by fucking Lizzy's brother! She dunks his cock in her mouth and he double-dribbles his jizz on her chin. Score!

Bree has recently become friends with a budding photographer, who's invited her to pose for a test shoot with her sister Sara. Always forgetful, the photographer had to make a trip to the camera store and will be gone a while. Alone in the studio, the two models decide to make the best of it and start choosing wardrobe for the shoot. When Sara suggests Bree might like to wear one of her bras they both can't help but notice the difference in their cup sizes. You see Bree has large natural breasts, which small-breasted Sara has been staring at all along. When Bree asks if she would like a closer look and then a feel, one thing leads to another, and before long the toys are out, the lights have pushed to the side, and these two stunners are tonguing, toying, and fingering each other to orgasm after orgasm. That is until Sara's sister comes back'

Xander's perplexed when he enters his home and finds the cafe waitress Gracie sitting on his couch. She tells him that she's waiting for his dad to arrive, because they're gonna go to the movies. Xander's even further perplexed when he learns that Gracie Glam is going on a date with his dear ol' dad, who's more than double her age. But he finds out that the only reason she's there is because Xander is always with girls at the cafe, and doesn't ever notice her. But he'll probably notice when she pulls out his big dick and slurps it down her throat and sits on it! Will Pops get sloppy seconds?
