Rion King is already facing consequences for prying eyes on his stepmother, Lexi Luna. As Aila Donovan, Lexi's friend, arrives to go shopping with her, she just so happens to glance down to see what Rion is up to. She notices that Rion is peeking down her shirt as well as what she is writing. Despite her anger, Aila and Lexi run out to acquire food. They ask Rion to help them put things away when they get back. Everything is going smoothly until an orange bag leaks. Rion has a sexual vision where he sees his stepmother and her best friend, Lexi and Aila, on their knees in lingerie, pleasant and willing to suck him off. Rion's fantasies are interrupted by the females, but Aila won't allow him to get away with his creepy ideas or the ensuing boner. She talks Lexi into turning Rion around and pulling down his pants in preparation for a spanking. Rion finds himself turning on rather than feeling guilty. Rion is still quite difficult, Aila recognizes. They must humiliate him, she says Lexi, in order to get him to stop having these kinds of fantasies. When the women reveal their breasts, Rion becomes even more aroused. The next thing Aila does is start sucking Rion till he feels guilty about having his stepmother's lips on his dick. The fact that Aila and Lexi alternately suck him off exacerbates Rion's erection. When Lexi tries to give a titty fuck and pop her enormous naturals, it doesn't work out. They eventually move into the living area so the girls can properly reprimand Rion by tagging him. Aila, who is toned and tanned, gives him a stiffie ride in cowgirl after Lexi rides him in reverse cowgirl first. As long as Rion's boner lasts, Lexi lies down and lets him beat her, while Aila seizes the chance to ride her friend's mouth. Aila is on her hands and knees with Rion giving her a doggie as she bends forward to lap at Lexi's cream-filled fuck hole as the girls switch places. The girls hope they've cured Rion of his excessive obsession with them and their boobs when he pulls out and cums all over Aila's ass.