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Winter Jade, Emma Starletto, and Codey Steele have a study group. Emma goes to welcome Codey at the door while Winter hangs out at the table studying. Codey and Emma have been fantasizing about getting together with one another, but neither one of them has been able to bring themselves to make a move until now. It’s too bad for them that Jade really does want to study. Eventually, Winter becomes sick of Codey and Emma flirting and excuses herself to the bathroom.
When Emma finds herself alone with Codey, she decides it’s time to make the first move. She leans in to whisper her fantasies in his ear, then climbs into Codey’s lap and grinds her ass against his growing hardon. Codey can hardly believe his luck as he wraps his arms around Emma and pulls her close. Winter walks in on the two lovers, but while she thought she wanted to study, she finds that seeing her friends make out is a crazy turn on.
When Emma spies Winter touching herself in the doorway, she realizes that she can have her cake and eat it too. She beckons for Winter to join them, and after a moment’s hesitation, Winter does. Leaning down, Winter opens her mouth and starts suckling Emma’s puffy nipples as Emma continues to grind down on Codey’s hardon.
Hopping onto the table, Emma shows Winter the way. She spreads her thighs as Codey worships the dewy delight between her thighs. Winter jumps up next to Emma and rubs her own clit as she waits her turn for Codey’s attentions. Codey doesn’t make Winter wait long before he takes a taste of her sweet juices.
Getting to his feet, Codey tugs his cock out and rubs it up and down against Emma’s slit in a total tease before he slides it in. Emma only has eyes for Winter, who is laying there masturbating to the sight of her friend getting fucked. When it is Winter’s turn to enjoy the D, Emma gets onto her hands and knees and works her hands and mouth over Winter’s titties.
Dropping to their knees, Winter and Emma put their mouths to work for Codey’s pleasure. Their double blowjob is enthusiastic, with the girls sharing beautifully. As Winter sucks Codey’s dick, Emma sucks his balls, and then they swap places.
Codey takes a seat in the chair, which puts him in the perfect position for Winter to hop onto his cock. Emma returns to the table, scooting so that her pussy is in the perfect position for Winter to eat her out. Leaning forward, Winter does just that so that she is in the middle of a passion sandwich. Since Winter makes it look so good, Emma decides that she wants a turn. She and Winter exchange spots, putting Emma in the middle as she hums her delight.
With Winter already on the table, Codey can easily switch to banging her greedy pussy. Emma leans forward over the table with Winter cuddled on top. Their position creates a double stack of pussies for Codey to fuck, which he does by alternating between them. He brings himself to the very edge of his endurancene then pulls out just in time to nut all over Winter’s muff and Emma’s ass in a culmination of their hot threesome.