Cadey Mercury is having a sleepover with Alex More. The girls change into PJs while complimenting each other's choices in underwear. Alex looks particularly hot in her nearly-lingerie matching bra and thong. They're getting ready to watch a movie when Cadey's stepbrother, T Stone, suggests that they watch a monster porn movie. When the movie starts to get scary, T puts on a Halloween mask and pulls down Alex's clothes to finger her from behind. Alex keeps as quiet as she can with Cadey right beside her. Even when T whips out his hardon and starts fucking her, Alex doesn't make a sound. He only leaves when he has filled Alex's tight twat with a creampie of cum.

Later that night, Cadey realizes that she's still frightened from the movie. She goes to get T to sleep with them in the living room so that she feels safe. He comes with her, but his price for protection is that he pulls Cadey's underwear down and slides his fingers into her snatch. When he has spread her cream everywhere, he rolls her onto her back and slides balls deep into her greedy twat while Alex sleeps beside them. When Alex wakes up, she is instantly interested in joining them.

Positioning herself on top of Cadey's face, Alex gasps in delight as her girlfriend goes to work with her magical tongue in time to T's thrusts. Then the girls switch spots so that Cadey is riding Alex's mouth as T bangs her. Getting on her hands and knees, Cadey enjoys T's attention from behind while once again burying her face in Alex's muff. Fully satisfied, the girls work together to give T a double blowjob that ends in a mutual facial of jizz.