Melody is studying, she is trying to cram a lot of math into her pretty popular head for the big exam tomorrow, she gives up on studying and decides to call the school loser, Max, and invite him over to study. She tells him how cute and smart he is and if he'll help her study, he agrees and rushes over. The math is no problem for Max, but Melody just wants him to write down all of the answers, he tells her he will, if she gives him a kiss, she agrees and gives him a peck and then demands more answers, he asks her if he can touch her boobs, but she refuses, so he timestops her and takes off her shirt. Max sucks on her nipples, and buries his face in her chest, then restarts time. Melody is confused, but needs an A, so she continues demanding answers from him, He timestops her again and strips her naked, then worships her feet and then her boobs. He eats her timestopped pussy, then he pulls out his cock and uses her frozen hand to jack him off. Then he starts to fuck her timestopped face, and cums in her mouth. After he is finished, he sits her on his face and restarts time, she spits the cum out and has no idea why she is acting this way. Then Max reveals the secret of timestop and Melody freaks out, and attacks him, but Max timestops her again and leaves the popular girl there frozen in time