Ms. Rayne has a problem student. He just isn't focusing in class, and it's her job to help him get his grades up. But it seems that the only thing he can concentrate on is his teacher's tits. Finally she decides to let him see them - then maybe he can focus. One thing leads to another and Ms. Rayne is soon sucking her pupil's very hard cock.

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Then he lies her back on the desk and starts licking that wet older pussy. Ms. Rayne discovers that younger men have plenty of enthusiasm as he laps at her slit and makes her cry out in ecstasy. He fucks her from behind and then she rides him, his dick filling her hungry cunt. Finally She opens her mouth and lets her student cum on her face - and maybe now he can finally concentrate on his assignments.