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Kyle Mason and his girlfriend Alexa Grace are visiting with Alexis Fawx for some tutoring, but Alexa is really only interested in some hands-on anatomy practice. She is a true distraction to Kyle as Ms. Fawx tries to get through to him. When Alexa pulls out Kyle’s hard dick and starts stroking it beneath the table, Alexis has had enough. Among her other insults, Alexis points out that Alexa is doing a terrible job because handies are supposed to involve the mouth. Getting up from the table, Alexis gets down on her knees and instructs Alexa through a demonstration.

Alexis’s antics just enrage Alexa, who storms out of the room. Now that she’s down and dirty with Kyle’s big dick, though, Alexis doesn’t want to stop. She keeps on stroking and sucking as she encourages Kyle to satisfy her womanly needs with his hardon. Eventually Kyle agrees. Alexis leads him to the couch, where she peels off her bra and thong and lays down so she can give Kyle some lessons in pussy eating.

Once Kyle has graduated from oral sex, he finally gets to stick it in. Alexis keeps her lesson going, letting her student explore every inch of her big tits and firm body as he pounds her into the couch. Then she gets up to ride Kyle’s fuck stick before resuming her position on her knees while Kyle fucks her from behind. When Alexis and Kyle shift to a spooning position, she finally enjoys her last climax of the afternoon while Kyle pulls out to indulge in an orgasm of his own. It wasn’t the lesson she intended, but Alexis feels that Kyle has put his distractions aside and is now ready to learn.