A return to our friendly trio, who are all clearly very worked up by Worth's tale. All of the buddies are rubbing their boners through their shorts and, one by one, they shed them. Allen is quickest, getting down on the floor to suck Johnson's massive cock. Worth can't resist coming closer for a better look, then joining in. The two pals double-suck Johnson intensely, trading off deep sucking and simultaneously licking and sliding mouths along his meaty rod.

The guys switch formations a few times: Johnson reclining and filling Worth's mouth with his cock while Allen kneels next to Johnson and thrusts his dick into Johnson's mouth; Allen reclining in a chair and sucking Johnson while Worth buries his face in Allen's lap; then again to Worth's lips wrapped around Johnson's johnson, but while Worth rides Allen's dick.

Another formation ensues: Johnson is in a perfect voyeuristic position, as he strokes himself while Worth sits on Allen's cock right in front of him, the fucking pair sprawled on top of his legs. Allen slams himself into Worth from below and Johnson beats his meat to this close-up view.

The buddies wrap things up with Johnson giving Allen a hard pounding, captured at spectacular angles, his balls slapping Allen's ass. Worth sneaks in at the end to shove his cock into Allen's mouth and hump his face as Johnson nears his own climax. Johnson and Allen shoot onto Allen's rippling abs and Worth (to Allen's joking disgust) into Allen's mouth.