Nick Strokes is taking a shower when his stepmom Audrey Madison walks into the shower to join him. Nick's surprise is palpable as Audrey drops the towel to show off her bit boobs and hairy pussy. Audrey insists on washing Nick's hair, which just makes Nick pop a boner. Audrey offers to help her stepson out with a handie and some dirty talk as the warm water pours down around them.

Later, Nick is hanging out with his girlfriend Penelope Kay when Audrey comes to hand Nick the phone so he can tell his dad his dinner order. While Nick is talking, Audrey inserts herself between the happy couple and begins feeling up Nick's thighs. She takes the phone back and makes some inappropriate remarks to her husband, which just makes Nick ask why she would do that. Audrey comes back and asks if Penelope knows Audrey just jerked Nick off in the shower. She defuses the situation she created by pointing out that Nick's dad likes to share and asking Penelope if she'd like to share Nick with her. Penelope says yes, kicking off a hot threesome.

They start with some kissing and heavy petting, and soon enough Penelope and Nick are sharing Audrey's massive boobs. Penelope winds up diddling herself as she watches Audrey give Nick a handie. Then the girls work together in a double blowjob that really gets Nick's motor running. He winds up banging Audrey first in doggy as Audrey eats Penelope's puss. Penelope goes on to ride Nick in reverse cowgirl while Audrey fondles her bouncing jugs. When it's Audrey's turn once again, she takes a pussy pounding on her back as Penelope pinches her nipples and kneads her big cans. The threeway winds down with Penelope taking it in doggy while lapping at Audrey's cooch. Penelope rolls onto her belly just in time to take Nick's cum shot all over her stomach and across her face, a hot sticky mess for the girls to clean up and lick from their fingertips.