Ryan Mclane has been brought in to tutor Scarlett Alexis and Sera Ryder. The babes aren’t interested in learning, as evidenced by the way they talk dirty between themselves and cuddle ever closer as their mutual passion ignites. Ryan does his best to remain professional, but with two horny hotties staring at him like they want to eat him right up, it’s not easy.

Despite Ryan’s admonitions that the babes need to control themselves, Scarlett lets Sera hike her miniskirt up and tug her thong aside to palm her pussy. When Ryan gives them yet another warning, Scarlett leans back into Sera’s arms and tells him that they’re just passionate about him. They both want to know how he eats pussy.

Ryan is only human. He can’t resist the allure of his two hot students as they beg him for some big Os. Dropping to his knees, he murmurs that he was hired to help with their education after all. Then he dives face first into Scarlett’s pussy, tickling her thighs with his beard and her clit with his tongue. Sera contributes to Scarlett’s fun by kneading her friend’s tits and directing Ryan.

Once Sera has seen what Ryan can do, she can’t wait to enjoy herself on his tongue and more. For her part, Scarlett rubs against Ryan’s cock with her feet to encourage him to pop his fuck stick out so she can enjoy herself alongside Sera. Getting Ryan to lay down, Scarlett rides the D while Sera bounces on Ryan’s tongue, leaving both babes gasping. When they swap spots so that Sera can enjoy Ryan’s hardon and Sera can resume her acquaintance with Ryan’s tongue, they face one another and make out over their tutor’s hot body.

Scarlett gets to get her twat pounded as she kneels with Ryan buried inside of her. She busies her mouth with suckling Sera’s tits, but Ryan isn’t having that. He wants to hear his student moan as he fists his fingers through Scarlett’s hair and draws her away from Sera so that her mouth is no longer busy. That way, Ryan knows the moment he gets Scarlett off as the pitch of her gasps changes.

Sera wants one last climax and Ryan is happy to deliver. Cradling her friend in her lap, Scarlett caresses Sera’s hair and neck with light feathery touches. Meanwhile, Ryan makes her sing a sexy song as he fucks her nice and deep.

The babes are finally satisfied that they know how their tutor eats pussy and fucks. Now it’s their turn to show what they’ve learned. They get Ryan on his back and get on their bellies side by side. Working together and sharing nicely, they suck and lick until Ryan gives them a nice cumshot to share.