Lady Dee, Ricky Rascal, Jason, and Lexi Dona all take a stretching class given by Stacy Cruz in the Fitness Rooms. The class wraps up and everyone leaves except for Lady Dee and Stacy, who have been harboring a secret affair. Stacy crawls seductively towards Lady Dee, then the ladies begin to kiss. Stacy pulls Dee's shorts to the side and licks her pussy, and worships her perky tits simultaneously. Lady plays with Stacy's beautiful booty, and then the ladies are surprised by Ricky, who had forgotten his towel. They ask him to take his dick out, and he does, and they invite him to join them for a threesome. The ladies give Ricky a double blowjob, then he fucks them both in turn. After they've both had their fill of his cock, Lady and Stacy get on their knees so they can take his facial!