Rosalyn Sphinx and her friend Gracie Green are watching a horror flick that is even more terrifying because Rosalyn’s stepbrother, Van Wylde, won’t leave them alone. He sneaks up behind the girls and puts a hand on each of their shoulders, scaring them. Then he takes a stick and uses it to lift his stepsister’s skirt for a peek underneath. When Van shows up wearing a Halloween mask, the girls realize they’re too scared to continue and abandon the movie. They move upstairs and start undressing for bed.

Van won’t leave his stepsis and her friend alone even as they get naked. The girls are unaware that he’s perving on them, nor that he’s masturbating to their tight bodies. When the go to bed and go to sleep, Van takes his opportunity to put the Halloween mask back on and creep into their room. He reaches Gracie first. Pulling down her pants, he waits for her to wake up and signals for her to be quiet before sinking his dick into her tight little twat. Gracie does her best to hold the moan, but Rosalyn eventually wakes up and wants some of the action her friend is getting.

Temporarily satisfying her friend with a pussy feast, Gracie gets on her hands and knees for an even better angle for a pussy pounding. Rosalyn can’t get enough of her friend’s lips and tongue teasing her snatch, but her stepbrother’s cock filling her up is an even more tantalizing option. Soon she’s taking turns with Gracie so they can both enjoy Van’s action. Van doesn’t stop pumping until he has filled Rosalyn with a creampie, that leaves her fully satisfied.