Petite brunette Lily Larimar finds herself in a threesome with her boyfriend Brad Sterling and her best friend Lindsey Lane, but she's left out in the cold as the two go at it, ignoring her completely. The cuckquean in her awakens, and she's forced to watch as Brad's extra thrusties send Lindsey into ecstasy. She tries to hold back her sexual frustration, her facial expressions betraying her silent seduction.