Friends who workout together stay together, and Barbara Bieber and Darcia Lee have been friends for a while now! Barbara helps Darcia with some incline bench press to work her chest, but the workout has barely begun before they're making out and rubbing pussies. As the girls start to get busy, Max Dyor happens to pass by the Fitness Rooms and starts to wank his cock at the sexy sight. Inviting Max to join their sweat session, the ladies take turns taking his dick doggystyle while playing with the other woman's pussy. After each of them gets their fill of Max's main muscle, they give him a blowjob sandwich that ends in a double facial!