Down on his luck, Billy Mathews finds himself short on cash and long on desperation when it comes to paying gym instructor Kurt Wolffe. With no money to spare, Billy offers the next best thing - his rock-hard cock, eager to find a warm hole to call home. Kurt, a man of simple pleasures, agrees to the unusual arrangement. He starts by licking Billy's ass, savoring the taste, before moving on to a passionate blowjob. Billy, in turn, face-sits Kurt, leaving him gasping for air. The final act sees Kurt, adorned in a condom, pounding Billy's ass raw, filling the gym with their moans and the sound of skin slapping against skin.