Kylie Rocket and her friend Lily Larimar have dressed up in skanky Halloween outfits that show off all their best assets. Kylie's mom wants the girls to put a scarecrow out for trick or treaters, but before they do it Kyle decides they should have a little bit of fun. She leaves for a minute and comes back with a big dildo to put on the scarecrow. The girls take turns sucking it, then zip it into the scarecrow's jeans and proclaim it a sex toy. After Lily sucks the dildo a bit more, Kylie gets to her feet, lifts her miniskirt, and starts riding. She talks Lily into taking a turn by saying how good it feels!

Saying that maybe they went a little too far with it, Kylie gets Lily to come out of the room. What they don't know is that while they were checking the candy Kylie's stepbrother, Nathan Bronson, put himself in the scarecrow outfit with his cock sticking out. Lily wants to play with their toy one last time, but when she finds a real dick she keeps it to herself. She starts sucking in a wet and wild blowjob, then lifts her skirt and starts riding scarecrow Nathan in reverse doggy. Kylie notices that Lily seems to be having a really good time. She comes over to watch and slips her hand beneath her skirt to masturbate. When Kylie insists on having a turn, though, Lily claims that's not such a good idea.

Pulling her BFF aside, Kylie briefly strokes what she thinks is the dildo and then hops onto it. That's when she realizes she's riding her stepbrother's dick. While Kylie is freaking out about it, Lily decides to ride again. She eventually talks Kylie into rubbing her tits, which opens the door to a full on threesome. Kylie lets herself be talked into letting Nathan do her in doggy while she eats Lily out. Lily gets a turn in the middle as she lays on her back with Nathan's hardon between her thighs and Kylie riding her mouth. The girls swap spots so that Lily can make intimate eye contact with Nathan as he brings Kylie off and then reaches his own finish line. Pulling out, Nathan cums all over Kylie's stomach as the girls enjoy a satisfied kiss.