Denny pries the two apart and calms the girls down, and then he asks them to do a threesome. They lay on the bed and the girls both kiss Denny and play with his tally whacker. Lillian does a slow striptease for the two of them, bending over and showing off her Petite Poon. Denny laps up Lillian’s bearded clam as Lillian does to Stacey’s, while Stacey blows Denny in a nice daisy chain.

The girls flip into a 69 with Stacey on top and Lillian sucking her bearded clam from underneath while Denny comes up behind and fucks Stacey’s wet slit. Denny pulls out of Stacey’s bearded clam when Lillian asks to suck Stacey’s bearded clam juices off of it, then he goes back inside Stacey while Lillian licks and sucks his balls. All the while, Stacey has her tongue buried seep in Lillian’s sloppy wet snatch and flicks her clit back and forth while opening up Lillian’s bearded clam wide.

Lillian gets on her back and lifts her legs over Denny’s shoulders so he can fuck her deep, and Stacey sits right down on Lillian’s face, grinding her bearded clam into Lillian’s moth while she pinches her nipples hard. Getting fucked while eating bearded clam really has Lillian dripping wet and she grabs Stacey’s hips to pull her bearded clam down hard onto her mouth.

But show-off Stacey can’t let Lillian steal the show so she bends over and has Denny fuck her in the ass while Lillian diddles her clit and watches. She climbs on top and Lillian fingers her bearded clam as Denny pounds her as from underneath. The girls lay head to head with their faces together so Denny can blow his load across both of them.