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Xander's homely professor Brandi Love is being quite the witch while he's trying to finish his exam, busting his balls and telling him to get his act together. He's only got about 30 minutes to complete the test, but he falls asleep when she briefly leaves the classroom, only to wake up and find Ms. Love looking like a smokin' hot MILF! She shoves her big ass into his face, then shows him the huge tits he never thought he'd see. Xander knew his teacher was hot! She takes it a step further and blows her student in the classroom, only to find he's got a big dick that she wants up her wet MILF pussy! But was it all a dream?