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Sheena Ryder has leant some sports equipment to her students, Tyler Nixon and Lilly Bell. As Tyler and Lilly go to return the equipment, Tyler brings up that all girls crave the D. Lilly brushes Tyler off, but Sheena overhears the conversation. She decides she needs to intervene in Tyler's bad attitude. When Tyler won't take a hint that he's out of line, Sheena tells him that men that talk like that have tiny dicks. Tyler claims he doesn't, so Sheena tells him to drop his pants. She drags the two students inside, where Tyler does drop his pants. Sheena takes the situation to the next level by popping out her big boobs and telling him to maintain eye contact while he tells her that all girls are hos. That's enough to get Tyler hard, which Lilly notices.
Telling Lilly to get on her knees and suck Tyler's dick if she likes it so much, Sheena takes this learning moment to tell Tyler that just because a girl likes dick doesn't maker her a ho. It's about respect. She then goes on to critique Lilly's cock sucking technique and teach Lilly a few tricks. She even shows Lilly how to suck balls and deliver a good old fashioned titty fuck. When Lilly turns out to be an excellent student, Sheena knows that it's time to take things to the next level so that Lilly can really learn that it's okay to enjoy her sexuality without being labeled a ho.
Telling Tyler to take a seat on the couch, Sheena helps Lilly to slide down onto his fuck stick until her tight twat is nicely filled up. Guiding Lilly's movements, Sheena fondles Lilly's breasts as her student rides the D. Then Sheena takes her own turn, settling in for a cowgirl ride that shoves her big breasts into Tyler's face. Lilly takes another go with Tyler as she lays on her back cradled in Sheena's arms as Tyler gives it to her. Sheena demonstrates to Lilly that you can get fucked in doggy while eating pussy. As the carnal lesson winds down, Sheena and Lilly suck Tyler off until he rewards them with a big load that hits both their faces. In the afterglow, Tyler claims he's learned his lesson and will stop talking badly about women.