Laura Bentley and her friend Anya Olsen are enjoying themselves looking at a Kama Sutra book while Laura's stepson Lucas Frost spies on them. Lucas is totally aroused at the way his hot mom and her bangin' friend ogle the various sexual positions. Too bad they notice him and point out his boner. Embarrassed, Lucas retreats to his room where Anya follows him to see if she can help. It turns out that Lucas could use a hand taking care of his hardon, and Anya is more than happy to start sucking him off until she's wet enough to slide down onto his fuck stick.

Laura comes to see what the commotion is and finds her friend fucking her stepson! She could get mad, but instead she gets horny and stands masturbating until Anya and Lucas invite her to join in. Now that they've officially formed a threesome, the trio holds nothing back! Their clothes melt away between kisses and caresses and soon Laura finds herself riding Lucas's dick like she's always been meant to.

Anya is everywhere, sucking and stroking and spreading her thighs to get her pussy pounded as Lucas tries to satisfy two horny milfs at once. As the two older women decide they've had enough, they work together to stroke Lucas off until he gives Laura a mouthful of cum. Leaning forward, she gives Anya an openmouthed kiss to snowball the jizz for both to enjoy.