When Damon Dice turns to his stepsister Lilly Ford to help him with a sketching assignment, she agrees to model for him. When he lets Lilly know that she needs to model in the nude, she agrees for the sake of his art project. Peeling off her shirt she flashes her little boobs with their puffy nipples. Gradually Damon works her out of her thong for full nudity.

As Damon draws, he delivers suggestions to help Lilly get a little more aroused. Eventually he suggests that Lilly fucks him for a second so he can take a picture of her sex face. Once they start, Lilly begs Damon not to stop. At her request, he pounds that bare twat of hers so hard his balls slap her bottom. As she comes down from her first climax, she turns onto her belly so that she can deep throat Damon's stiffie to keep him nice and hard for round two.

When she's ready to go again, Lilly climbs on top of Damon and slides down until she is overflowing with cock. Her stiffie ride is loud and proud as she lets him know vocally that she loves every inch of him. After turning around so that Damon can watch her booty bounce, Lilly gets them both on their knees so that she can rock back and forth while he pounds away in the same rhythm. Only after Lilly is well satisfied does Damon pull out to cover her round bottom in warm cum.