A student finds herself in danger of failing her class, but her professor takes pity and gives her a passing grade. In return for his kindness, she wishes to express her gratitude in a most intimate way. She arrives unexpectedly at his home and, in a bold move, removes her panties. The professor cannot resist the temptation and indulges in the sweetness of her femininity. As a further token of her appreciation, she pleases him orally. Their encounter ends with the professor indulging in her femininity until she is spent from the multiple orgasms he has given her.