Katy Rose has a secret, and she brings her friend, Josephine Jackson, along to show her a secret gym! Finding the door open, the ladies sneak in and start to lift. Josephine hits some sets of dumbbell single arm rows while Katy performs some single arm dumbbell front raises. Suddenly, the gym owner, Matt Quid appears, and chastises the trespassers. In order to prevent him from calling the cops, Katy offers she and Josephine suck the beefcake's dick. Stripping naked, Katy lies down on an exercise ball and Matt fucks her pussy doggystyle while she worships Josephine's big, natural tits, then the ladies switch positions so Katy can have her ass ate. Finally, while the ladies 69, Matt fucks Katy until he pulls out and cums on Josephine's face!