Stunning Fitness instructor Sheila (Abigail Mac) leads a class full of lovely ladies through a hard and sweaty workout, as their supple asses shake and their juicy tits bounce. One of the girls, cutie Jennifer (Scarlett Sage) seems to be having trouble keeping up, but she gets a break when Sheila has the girls take five. Gorgeous Stacey (Carter Cruise) walks up to Sheila and asks her who the new girl is, gesturing towards Jennifer. Sheila explains that she met her at the grocery store and that she and her husband are new to town. They both leer at the nervous Jennifer while she stretches. Biting her lip, Stacey bets Sheila that she could get that leotard off of Jennifer before the end of class and walks away smiling. As the ladies get ready for the second half of the workout, Stacey takes her place beside buxom beauty Erin (Ryan Keely), telling her that 'It's on,' and pointing towards Jennifer. Erin smiles wickedly, adding that she loves a good challenge before the two move up in the studio to stand on either side of Jennifer.

Sheila tells the ladies that it's time for some...deep stretching, adding that the girls need to choose partners. Stacey and Erin immediately sidle up on either side of Jennifer, telling her that they're both going to be her partners and that they're going to make sure that she's totally stretched out. Erin takes Jennifer's arm, leading her into some increasingly risque stretches. As they guide her through the stretching, they caress Jennifer's body. Soon Erin takes Jennifer's head and rests it between her supple tits, telling her that the workout studio is a nice break from everyone's husbands. Just then, Sheila announces that it's time for the weights. As the class gets into some tricep exercises, Sheila walks around to check everyone's form. Satisfied with their amazing feminine forms, Sheila returns to the front of the class and announces that since they are all working so hard, they can shed some clothes if any of them want to be more comfortable. Immediately, everyone in the class strips off their tops, revealing a room full of luscious breasts. The only one with her top still on, Jennifer looks around in shock. Erin and Stacey try to convince Jennifer to take her top off, telling her that she'll be a lot more comfortable, but Jennifer is still hesitant. Finally, Jennifer, realizing that there's no reason to be shy in front of other women, peels her top off, setting her perky breasts free.

The workout continues and Sheila approaches Jennifer, offering to show her a different exercise that will help her way more than this one. With a lusty smile, Sheila instructs Jennifer to squat down in front of her. Jennifer does, but Sheila wants her to squat lower, and before Jennifer can think, Erin and Stacey are there to help, each cupping one of Jennifer's firm ass cheeks as she squats lower and lower. Sheila tells Jennifer that she'll need to take a closer look and lies down between Jennifer's legs, looking up at her pussy as Jennifer continues to squat. Sheila caresses her ass as Stacey and Erin encourage Jennifer to work that booty. All three stroke Jennifer's butt as she bends even lower, her camel toe grazing Sheila's lips. As Jennifer pants in exertion, the ladies definitely feel like it's getting hotter and hotter in there. But Sheila needs a better look and suggests that they remove some of the extra fabric of Jennifer's leotard so that they can...examine her form better. Jennifer is reluctant to shed the rest of her leotard, but when Stacey says that they can all take off their clothes to make her feel more comfortable, Jennifer agrees and slides off her leotard completely, giving the ladies their first glimpse of her tight pussy. Stacey and Erin tell Jennifer to do a nice deep squat over Sheila, who is still lying between her legs. Jennifer squats, bending deeper than ever. Every time she bends down, Jennifer's naked pussy touches Shelia's mouth, who tongues it lightly with each squat. Jennifer gasps. By now, the girls have drawn a crowd, and the rest of the class stands around them, entranced by the special exercise. The next time Jennifer goes down for a squat, Stacey and Erin have her hold it and Sheila licks Jennifer's pussy hungrily. Jennifer moans, swept up in the of Sheila's tongue. When Jennifer rises with shaking legs from that latest, orgasmic squat, Sheila suggests that they bring in some mats to stretch Jennifer out properly. The girls set up some mats and form a circle around Jennifer, telling her to lie down and relax. Sheila tells the girls that they really need to stretch Jennifer's hips. Stacey and Erin don't waste any time in taking the hint, and hold open Jennifer's legs. Sheila begins to lick Jennifer's pussy as Stacey and Erin hold her legs and the rest of the class looks on. But they're just getting started and before long Sheila's tongue won't be the only one slurping on Jennifer's clit. These ladies are about to give the new girl in class a hardcore workout that she'll never forget...

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