Kendall Karson and her college friends enjoy a strip poker game, but two break up due to shame. Jordan loses a card and takes down his pants, while Kendall eats his cock, causing him to poke and cum on her tits.
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Mischa Brooks visits her girlfriend's home to show off her new bikini. Danny, her friend's brother, welcomes her and invites her to try on the bikini. Despite feeling embarrassed, Mischa's nervousness dissipates when Danny takes off her top.
Professor Michaels meets with Sasha Swift to discuss her falling grades and fears of losing her foreign exchange program. Despite not modifying her grades, Michaels offers assistance and encourages her to work her way up.
Allie Haze, a friend of Giovanni's sister, is staying with him and his sister after being evicted. Giovanni demands she find a job and drinks his beer with a blowjob. She offers to give him a six-pack.
Gracie Glam, unaccustomed to men, is invited by Mischa Brooks and Xander to a bar and movie. Mischa insists on Gracie being included in their threesome, while Xander is unsure. The fleshpile continues until Gracie and Mischa start dating upon their return from their date.
Jessie Rogers and her girlfriend spend time online, while Bruce, her brother's brother, sends them to watch sports highlights. Jessie discovers Bruce masturbating in his room, revealing she has seen a large dick and wants to eat every inch of his body.
Professor Knight visits Valerie Kay to discuss low attendance and grades. She becomes ashamed and realizes she will fail her class due to midterms. However, she offers to help by sucking his dick.
Jenna, a college student, celebrates Professor Glide's birthday by dressing up as her teacher and having him suck his cock, causing chaos in his class. Jenna enjoys her teacher's company and fucks him on every desk.
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Maddy Oreilly, an art student, learns from her teacher that her drawings of male anatomy are inaccurate due to her erroneous size. Professor Glide demonstrates the process with an enormous cock, demonstrating the beauty of art.
Professor Knight's graduate assistant, Allie James, is diligently working on her thesis and grading papers. He expresses his satisfaction with her work, but Allie insists on continuing to work on her thesis. The professor assures her success.
Tiffany Doll, a French friend of James's sister, discovers she has a passion for a band's guitarist. James arranges a plot to win her over, and Tiffany shows interest in James's music by struming his guitar.