Lilly Larimar and her friend Kyler Quinn are trying to stay fit, so they get together a few times a week to do yoga in Lilly's bedroom. The girls are dressed in sports bras and panties as they do their stretching. When Lilly's stepbrother, Codey Steele, walks in on the girls doing their thing, he decides to tease them for their small boobs by calling their sports bras training bras. Rather than being offended, the girls take the opportunity to flash those small boobs at Codey.

Just the sight of them gives Codey a hardon. When Kyler realizes that Codey is erect, she crawls across her yoga mat to pop the boner out. Opening wide, she starts sucking right then and there. At first, Lilly is grossed out by the way her friend and stepbrother are going at it, but as Codey puts his mouth to work licking at Kyler's twat and then shoves his dick into her bald twat, Lilly finds it sexier than she expected. She can't help but masturbate as she watches Kyler getting her pussy pounded.

Kyler is happy to share. She helps Lilly onto her hands and knees so that Codey can fuck her in doggy. The two girls are experts at sharing, so they lay Codey down and arrange themselves on top of him. First, Lilly makes sure Kyler is nicely impaled on the D and then she climbs onto Codey's face so she can ride his mouth. The girls swap spots, with Lilly rocking on Codey's fuck stick in reverse cowgirl while Kyler indulges in some face sitting. Once the girls have been fully sated, they drop down to their knees to work together to suck Codey off. He pops in their open mouths, leaving them with a salty treat to enjoy.