Lily Larimar and her friend Kyler Quinn have dressed up for a Halloween party. They're competing for the attention of the same guy, so they go to Lily's stepbrother, Seth Gamble, and ask him to decide who's hotter. Seth points out that Lily called him a pervert the last time he looked down her shirt, which just upsets Kyler because now she knows Seth hasn't seen her tits but he has seen his sister's. Kyler responds by flashing Seth. Lily gives Seth another glimpse of her own boobs just to make sure that Seth has the proper memory.

The girls compete to get Seth to decide whose butt is better next. When Seth still refuses to make a firm decision, Lily gets the bright idea to start rubbing his dick. That turns into the girls working side by side to give Seth the best handie and then the best blowjob. Things keep on escalating from there, with Kyler getting to her feet and hopping onto Seth's dick to ride him in reverse cowgirl. Lily helps her friend out by rubbing her clit, but she's not about to be outdone. She peels off her thong and then climbs aboard on Seth's fuck stick, riding him in reverse cowgirl just like Kyler did so that Seth can make a proper comparison.

The girls are still embroiled in their competition, but there's definitely room for plenty of mutual fun. Seth gives it to Kyler as she lays on her back with Lily riding her face. Then Lily takes Kyler's spot, laying on her back with one leg held high to open herself up to Seth's ministrations. Cradling Lily in her arms, Kyler does what she can to help her friend double down won her pleasure. Eventually Seth reaches the end of his endurance. Lily begs him to cum inside and he does, which leaves Lily proclaiming herself the winner. That's when Kyler reminds Lily that she may have won, but she's not on birth control.