Rion King is already in trouble for looking at his stepmom, Lexi Luna's, tits. Lexi's friend, Aila Donovan, comes over to go shopping with Lexi and happens to glance down to see what Rion is up to. When she realizes what Rion is writing out, she also sees that Rion is looking down her shirt. Aila is ticked, but she and Lexi duck out to get groceries. When they return, they ask Rion to come help put everything away. Things are going okay until a bag of oranges spills. Seeing his stepmom and her BFF on their knees sends Rion into a sexual fantasy where Lexi and Aila are on their knees in lingerie, nice and eager to suck him off.

The girls snap Rion out of his fantasizing, but Aila isn't about to let him get away with his creeper thoughts or the resulting boner. She convinces Lexi to turn Rion around and pull his pants down for a spanking. Instead of feeling repentant, Rion finds himself getting turned on. Aila realizes Rion is still really hard. She tells Lexi that they need to embarrass him so he stops fantasizing like this. The ladies pull their boobs out, but that just makes Rion even hornier. Aila's next solution is that they start sucking Rion off so he feels the shame of having his stepmom's lips on his dick.

Aila and Lexi taking turns sucking him off just makes Rion's erection even worse. Lexi tries popping her big naturals out and delivering a titty fuck, but that doesn't make it go down. Eventually, they relocate to the living room so the girls can tag team Rion to chastise him properly. Lexi rides him first in reverse cowgirl, but then tanned toned Aila goes for a stiffie ride in cowgirl. Rion's boner remains, so Lexi lays down and lets Rion bang her as Aila takes the opportunity to ride her friend's mouth. The girls swap spots so that Aila is on her hands and knees with Rion doing her in doggy while she leans forward to lap at Lexi's cream filled fuck hole. When Rion pulls out and cums all over Aila's ass, the girls hope they have cured him of his inappropriate obsession with them and their boobs.