Lusty Lilly Bell has had a crush on her family's older friend, Will Pounder, ever since she was old enough to start liking boys. Recently, Will has begun to reciprocate the attraction. It's clear as day that there's something up between Lilly and Will, even when they think they're being subtle. They get away with their flirtation when Lilly spies on Will getting out of the shower. Later, though, when Lilly hops onto the counter in a miniskirt and spreads her thighs so Will can see her panties, Lilly's stepmom, Ryan Keely, catches on to what they're doing.

Ryan doesn't act in the moment, but when she finds Lilly and Will a little bit too close while they play foosball, Ryan knows she needs to step in. She sits the couple down on the couch and tries to tell them that it's inappropriate. Will and Lilly try to deny what Ryan is saying, but she tells them she's seen them in action and that she feels it's inappropriate given their wild age difference. In fact, Ryan points out that Lilly probably doesn't even know how to take care of an older man! That provokes Lilly into claiming that she does, too, so Ryan tells her to prove it. Ryan pulls Will's fuck stick out and starts sucking him off, then hands the goods over to Lilly so she can watch and critique her stepdaughter giving head. That turns into a double BJ and so much more.

Guiding Lilly's pussy over Will's hardon, Ryan helps her stepdaughter down until she's fully impaled. She watches Lilly's technique and then takes over so she can ride Will and show them both how a mature woman fucks. Then Ryan demonstrates how to be in the middle, eating Lilly out as she gets her pussy pounded in doggy. Lilly takes a turn in the middle next, with Will pounding away at her creamy twat and Ryan riding her face. As Will gets closer to cumming, Ryan adjusts her position so she can suckle Lilly's nipples as Will covers her belly in cum, then lean forward to lap up her salty treat.