Max lays down on the couch as the girls climb on top of him. Cindy finally gets to enjoy that big cock as she impales herself for a stiffie ride. Meanwhile, Rebecca plants her twat on Max's mouth so that he can feast on her lady bits. When they switch things up, Rebecca replaces Max on the couch with Max thrusting between her thighs and Cindy riding her mouth. The girls turn around so that Rebecca's face is near Max's fuck stick while Cindy keeps her position on top of Rebecca's mouth. Leaning forward, Cindy completes the lesbian 69 as Max goes ahead and crams himself into Cindy's fuck hole. Between Max's pounding and Rebecca's clever tongue, Cindy is soon moaning with delight. Max pulls out a moment later so that Rebecca can give him a handie that brings him off all over her face and Cindy's ass. Climbing off of Rebecca, Cindy turns around and licks her friend clean as the girls enjoy the afterglow of a good fuck.