Rebecca Volpetti and Cindy Shine have a fling going. Rebecca has decided that it's time for her boyfriend, Max Dior, to enjoy the delights of another woman. She urges Cindy to hide behind the couch as she blindfolds Max. When Max has felt Rebecca pop his stiffie out and start sucking and stroking, Rebecca and Cindy make eye contact so that Rebecca can beckon Cindy over to take her place. It takes Max a few moments to figure it out, but when he does he's all smiles.

Rebecca and Cindy are eager to share their hard toy as they each kneel on one side of Max and work together to blow his mind. Max gradually helps relieve Cindy and then Rebecca of their bras. Reaching out to cup the girls' asses, he slides their thongs aside and shoves two fingers into each of their fuck holes. Finding both ladies nice and wet, Max gets ready to enjoy the main event.

Rebecca finds herself on her hands and knees with Max buried in her greedy snatch from behind. As she's enjoying a doggy style pussy pounding, she reaches out to slide her finger down Cindy's slippery slit. Dipping her head down, she starts lapping away at Cindy's juices as Cindy closes her eyes and lets her head fall back in pure bliss.

Next, Max lays down on the couch as the girls climb on top of him. Cindy finally gets to enjoy that big cock as she impales herself for a stiffie ride. Meanwhile, Rebecca plants her twat on Max's mouth so that he can feast on her lady bits. When they switch things up, Rebecca replaces Max on the couch with Max thrusting between her thighs and Cindy riding her mouth.

The girls turn around so that Rebecca's face is near Max's fuck stick while Cindy keeps her position on top of Rebecca's mouth. Leaning forward, Cindy completes the lesbian 69 as Max goes ahead and crams himself into Cindy's fuck hole. Between Max's pounding and Rebecca's clever tongue, Cindy is soon moaning with delight. Max pulls out a moment later so that Rebecca can give him a handie that brings him off all over her face and Cindy's ass. Climbing off of Rebecca, Cindy turns around and licks her friend clean as the girls enjoy the afterglow of a good fuck.