Marvin is teaching Lady Bug self defense in the Fitness Rooms when Billie Star shows up late to class! Marvin shows the ladies how to punch with their whole body, then they practice some roundhouse kicks. Working up a sweat, Lady and Billie decide they'd rather work on their cardio in naughtier ways. Lady sits back on a trampoline and spreads her legs, and Billie eats and fingers her lover's wet pussy. Marvin gets horny watching, and when the ladies notice his throbbing cock, they offer to let him join. Billie sits on Marvin's cock while Lady Bug rides his face, and the ladies play with one another's tits while enjoying the stud's body. After pleasing both women, Marvin pulls out of Lady Bug doggystyle and cums on her perfect ass!