Kitty is baking another batch of cookies to replace the ones Eric accidentally ruined when Red joins her in the kitchen. They chat for a bit while Kitty tries to tell Red about her needs. When Red doesn't get it, Kitty tells him to go sit down. As Red is leaving, Kelso comes in looking for Jackie. He realizes that if he has sex with Eric's mom, he can get back at all his friends for banging each other. Kitty gives Kelso some cookies and lets him know that she'll come in with some milk in a moment.

Kitty is open to Kelso's bumbling advances as he tells her to take a seat and then offers her a foot massage. Kitty is soon putty in Kelso's hands, especially as he parts her thighs and starts rubbing her pussy. He's quick to find Kitty's clit as he pulls her panties aside and starts rubbing her off. As good as Kelso is with his hands, he's even better with his mouth. He brings her to a quick climax, then relieves her of her shirt so he can grab her titties and nipples.

Kitty isn't shy about asking Kelso for his cock to indulge her desire to suck it. Then she climbs onto his fuck stick and shows him that she may be older but she still knows how to ride. She swaps spots with Kelso so he can pound her twat into orgasmic oblivion by making her cum again and again between spankings. They're just finishing up as Eric walks in and finds Kelso fucking his mom. Kelso is so distraught by being caught that he pulls out of Kitty's pussy in time to cum all over the new batch of cookies.