Jillian Janson comes across her students Uma Jolie and Carolina Sweets as they are on their way to go tanning. Jillian invites herself along, and asks the girls to come inside. They agree, and soon Jillian is showing off her bikini. When she asks to borrow Carolina's bikini to try it on and then starts stripping right in front of her students, things really start to heat up!

Soon Jillian has decided to play matchmaker between two students she can tell are really into one another. She takes it upon herself to teach Uma and Carolina just how to kiss and fondle one another's soft boobs. Once she is satisfied that they have mastered those lessons, she moves on to advanced lessons where she has the two girls strip down and let her pleasure their greedy twats with her talented fingers and tongue.

Now that Jillian has two willing disciples, she holds nothing back. The girls enjoy a hot lesbian threesome with all three of them licking, fingering, and sucking for maximum pleasure. The fun doesn't stop until there have been plenty of climaxes, leaving a satisfied teacher and a newly together couple.