Lovita Fate and Mia Trejsi have been hard at work studying for upcoming exams, but Mia is ready for a study break. She goes to Lovita's desk to set her girlfriend's work aside and deliver a deep kiss as she pushes Lovita against the wall. Taking Lovita's hand, she leads her girlfriend to where Michael Fly is also studying so they can include him in their break.

The girls begin their threesome with a show for Michael. Stripping each other down to their panties, they exchange delightful deep kisses and caresses. Grabbing Michael's tie, they finally bring him over to join them. Mia keeps Michael's mouth occupied while Lovita drops to her knees in search of Michael's big hardon.

Blowing Michael is such fun that Lovita can't get enough of it. Eventually, Mia gives up her kisses so she can join in on the BJ action. Michael isn't about to complain at the prospect of having two lovely beauties taking turns worshipping his cock with plenty of deep throat action and ball sucking. Even after Michael relocates to the couch, he gets to keep on having his dick sucked even as Mia climbs on top of him to plant her pussy on his face in a hot 69.

Since Mia is already riding Michael's tongue, Lovita is happy to take the D. Peeling off her panties, she straddles Michael's hips and slides down until she's fully impaled. The girls bounce away as they drop kisses on each other's lips and bodies. Eventually, Lovita yields the cock to Mia so that she can slide forward and ride Michael in reverse cowgirl.

When the trio swaps things around, Lovita finds herself on her hands and knees with Mia kneeling beside her. The position lets Michael easily slide home into Lovita's velvet glove to bang her in doggy. Any time his dick pops out, Mia's mouth is there to give him some more suck.

Michael winds up on his back once again with Mia riding his fuck stick, this time in cowgirl. Lovita is there to double down on her partners' pleasure with her hands and mouth, whatever she can do to make Mia moan and Michael groan. Eventually, Mia rearranges herself onto her back with Lovita atop her in a lesbian 69. Michael takes advantage of the position to give it to Lovita in doggy as Lovita feasts on Mia's meaty pussy. When Michael finally busts a nut, he hits Lovta's ass and Mia's face, including her glasses to leave both girls cum covered and satisfied.