Lady D and Alyssa Bounty have just come back from a shopping trip. Turning their backs on each other, the girls try on each of their new outfits. When they can't wait another moment, they come together with lips locked and hands engaging in sweet, soft caresses.

Things are really heating up as they squeeze and caress one another's tits. Just as they're about to figure out who is going to cum first, Lady D's roommate Michael Fly comes in to see what the commotion is. There's a moment of shyness and then the ladies realize that they have a golden opportunity to really get some hot action.

When Michael is invited to play, he doesn't hesitate. He joins Alyssa and Lady D in bed and lets them take turns kissing him as they work to undress him. Once Michael's stiffie is freed, the ladies drop to their knees to share a double blowjob. Sucking and stroking, they make sure that Michael is read to pleasure them both.

Pushing Michael onto his back, the girls have their way with him. Lady D gets the first ride, rocking back and forth in cowgirl. Meanwhile, Alyssa rides on Michael's tongue. When Lady D gets off the cock, Alyssa leans forward to create a 69 that lets her suck him clean. Then she scoots forward to ride Michael in reverse cowgirl.

Alyssa takes her turn in the middle on her back with Michael buried between her thighs and Lady D bouncing away on her tongue. When Lady D turns around, it lets her make out with Michael as he keeps on pumping. Then Lady D gets on her knees so that Michael can make her day in doggy. He gives it to Lady D until pulling out to nut in Alyssa's mouth to give her a salty treat to dribble onto Lady D's bottom.