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