Sexy redhead Linzi isn't doing well in class. Her teacher Alexa Brooke is unimpressed and offers her a way of upping her grade. Sitting her down in a chair, Mrs. Brooke undoes Linzi's shirt and begins to kiss her small pert boobs, then takes off her skirt. She instructs Linzi to fondle her tits too, that are bigger with dark erect nipples. Alexa takes off Linzi's panties, bends her over a desk and spanks her ass with a paddle. Next Linzi is spread legged sat on the desk while Mrs Brookes fingers and tongues her shaven cunt. She produces a dildo and begins to wank Linzi off with it, who remains sat on the desk with her legs open. They change positions now so Linzi can fuck Alexa's pussy with a different dildo, while she plays with her clit, moaning loudly. Both chicks take it in turns now masturbating each other with dildos, and tonguing tight shaven pussy! After some sixty nine and more dildo action, Linzi gets a better grade!