In a cramped motel room, a penniless fellow watches as his wacky friend takes control, pushing him aside to claim his girlfriend's mouth. The girl, a sweet-faced beauty, tries to keep up with the friend's frantic pace, her makeup running as she gags and drools on his pounding cock. The boyfriend, once reluctant, now encourages the friend, his own cock hard as he watches his girlfriend's face being used. The room fills with the sounds of wet, sloppy sucking and the friend's grunts of pleasure, the girlfriend's makeup a mess, her hair disheveled, as she takes every inch of his thick, veiny shaft.