One of Professor Carl's young students is not doing well in his class and he is considering giving her a failing grade. He asks her to drop by his house to discuss what to do about the situation. She says she will do anything to make sure that she passes his class, and lifts up her skirt to show her pussy, saying that she doesn't have on any panties. Professor Carl takes her up on her offer. He eats her pussy, licks her asshole, has her suck his cock, and fucks her tight pussy and virgin asshole. He cums in her pussy and eats the cream pie that drips out.