Valerie Kay, a student, is invited by Professor Knight to visit after hours to talk about her low attendance and grades. He is aware that her second "waitressing" job is stripping at a gentleman's club, and she becomes ashamed when he calls her on it. He informs her that she would fail his class due of the midterms the next week, but she can still help him by sucking his enormous dick! Valerie uses her teacher's cock in an intimate manner in order to obtain the necessary grade!