Dillion Carter is leading an aerobics class full of super sexy girls. As they warm up we get a nice look at all their young supple bodies. The momentum turns up, the girls start to sweat, and tits and asses bounce endlessly. Everyone is getting very hot and horny as they exercise while checking each other out. Dillion Carter wants to see the girls progress and is more than pleased as she gropes and fondles their firm round asses. Then a new workout starts as the girls start caressing each other. This soon turns to them licking each others juicy tits, tender asses, and soaking wet pussies. One of the girls happens to have some toys in her bag and this party really starts moving. And if the double dildo action and a vibrator didn’t make them cum. The lesbian centipede they make surely does. After a great workout the girls cool down in each others arms and can’t wait till the next class comes.