Holly Halston is a great teacher. What makes her so great is that she's able to tell when her student's are having issues. She's noticed that her best student, Callie, has had her grades slip lately. Callie confesses to Holly that she's been distracted since her boyfriend broke up with her because she couldn't satisfy him in bed. Well, Holly has sucked a few dicks in her days and tutors Callie on how to satisfy a man by having her practice on a dildo. Bruno accidentally walks in on this after school lesson and Holly decides that she could use his cock to help Callie learn how to fuck. Just watching her two hot students fuck gets Holly wet and she soon strips of her skirt and joins in for a hot teacher/student/student threesome.