In order to learn Italian, Charlie Red undergoes linguistic lessons with her lesbian lover, May Thai. May teaches Charlie how to say "body" in Italian, then "relationship," and lastly, teaches her how to say "sex." Once Charlie has learned new words, May tells her it's time for part two of the lesson. She puts Charlie's hand between her thighs, and the redhead feels May's wet Asian pussy. Charlie leans forward and licks May as the teacher pinches the caramel nipples on her tits, then May sits on Charlie's face. Leaning forward, May pulls Charlie's panties to the side and eats her out in 69, then the ladies fuck each other with a glass dildo so they both get off!