Movie description: Professor Knight has student Valerie Kay stop by after-hours to discuss her poor grades and attendance. That chap knows that the second "waitressing" job she's taken on is stripping at a gentleman's club, and when this chab calls her on it, she gets confused. He tells her that she won't pass his class 'coz next week is midterms -- but there is something she can do for him to assist her: suck his biggest weenie! Valerie gets down and dirty with her teacher's jock to get the grade she needs!