Penelope Kay has always been a sheltered young woman who always gets top grades in class. She has no experience with men and doesn’t know how to get the attention of one she likes. Inviting him to her house, she tells him she needs help with school, but really just wants to seduce him. When she tries, he rejects her. He just can’t see her as sexy. She is his friend and classmate, but he doesn’t look at her the way he does other girls. Distraught, she knows she needs to do something drastic. She orders a special outfit from a store she has heard her classmates talk about. Penelope feels odd in the high heels and self-conscious about the way her breasts barely fit into the top, but she is going to have him no matter what. When he comes back over, she shows him the new outfit and he has no choice, but to see her as more than just a smart friend. Her body is amazing and the tiny shorts she wears make her ass stick out in a way he can’t possibly resist. Penelope finally has the reaction she wants and loves the way he stares at her when she pulls out her perfect tits. His big cock tells her that he really likes the way she looks and his lusty moans tell her that he loves the way she gives him head. She has always been jealous of the popular girls and their tales of wild fucking. Now she has one of her own as he grabs her from behind fucks her harder than she could imagine. She rides his long pole until she squeals with delight and cums all over him. When it is his turn, she gets on her knees and tells him to spray all over her face and tits. Penelope is still the smartest girl in class, but now she might just turn into the biggest slut as well.