Professor Joslyn James, busty, spiky-haired butch, has special field trip planned for her 'A' students, adorable redhead Penny Pax & sultry white haired Cameron Canada. The large-assed instructor admires her lovely pupils' round bottoms & joins them in three-way lesbian mackin' before helping Penny & Cameron stretch their sensitive buttholes with portly phallic toys. This tender all-girl 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.