Professor Joslyn James, a busty, spiky-haired butch, has a special field trip planned for her 'A' students, adorable redhead Penny Pax and sultry blonde Cameron Canada. The big-assed instructor admires her lovely pupils' round bottoms and joins them in a three-way lesbian kiss before helping Penny and Cameron stretch their sensitive buttholes with fat phallic toys. This tender all-girl threesome reaches a crescendo of kissing and lewd rimming as they eagerly expand their sphincters and share the exquisite flavor of ass. Finally, these quick learners ream the teacher's thick booty with an enormous black dildo... and taste her gaping hole.