When Rae Lil Black accidentally stumbles upon Michael Fly and Max Dior in the locker area of the Fitness Rooms, she can't keep her eyes off of their huge cocks! Seeing them naked makes her pussy wet, and Rae soaks through her panties. Pulling her in close, the guys each play with her boobs and ass, then Rae Lil gets on her knees so she can suck their cocks. After a facefucking from both dudes, Rae takes Max's cock doggy style while sucking on Michael's dick, then the fellas swap to keep pleasuring the Japanese beauty. After she is thoroughly satisfied, Rae descends once more to her knees to catch both loads on her face!