Mel is giving student Kitty a lesson in how to suck a cock. Just as Kitty is deep throating a rubber dick, one of the male teachers walks in. Mel decides to take advantage of the interruption and yanks down his trousers. Kitty's eyes bulge as she sees his big cock but Mel soon shows her how to expertly handle it. She learns how to kiss a cock, lick a cock and ultimately how to suck a cock, gagging on his massive penis. As she gets better and better, the old man soon loses control and has a huge cumshot that covers Kitty's bare legs.