Strict teacher Rebecca Volpetti prides herself on running her classroom with the utmost discipline. In addition to academics, the beautiful blonde also insists that her students learn to behave properly and follow the rules. When they don't, they are kept after class for private lessons. Two of her more challenging students, Amber Jayne and Emily Cutie like to test her boundaries. No matter what Rebecca tries she just can't keep these two young ladies from talking in class and constantly distracting the boys. Rebecca holds the disruptive blondes after school in hopes of teaching them the error of their ways. Instead of being intimidated, the girls are as unruly as ever. They focus their attention on their teacher's chest. They tell her that they just can't concentrate because she is too distracting. Shocked, she finds herself enjoying their attention and admiration. They convince Rebecca to let them see and feel her big tits. Their warm hands and wet tongues on her breasts make the stern teacher forget the rules as she finds herself uncontrollably turned on. They tell her that they want her to teach them how to masturbate. She knows it is wrong, but can't stop her fingers from playing with her pussy while Amber and Emily strip naked before her. It is against her better judgment, but seeing the two young beauties naked makes Rebecca's pussy wetter than it has ever been. They all rub together as the two students learn from their beautiful teacher and she stares at their nubile bodies until her pussy gushes all over her fingers. Seeing how easily they turned their stuffy teacher into a dirty slut, the girls know who is in charge now.