Whitney Oc has been called in to babysit her friend's son, Ricky Spanish while his parents are out of town. Ricky wants to watch scary movies, but he also wants to watch his hot babysitter as she shakes her ass in the kitchen. When Whitney joins Ricky on the couch, he puts his head in her lap. Whitney is having none of it, especially when Ricky tells her that if he has nightmares he's going to join her in bed.

Later, Whitney is getting ready for bed when Ricky knocks on the door. He can't sleep after all those scary movies. Whitney says he can stay for a few minutes but he's not sleeping with her. After a moment, Whitney relents and has Ricky put his head in her lap. Then she pops her tits out so he can suck on them. When Ricky is sufficient at that, Whitney has him eat her pussy. If he wants to stay, he'd better give her dick.

Knowing Ricky is turned on, Whitney pops his hardon out to suck him down. Then she crawls on top of him and rides the D in her landing strip cooch. Getting on her knees, she instructs Ricky to keep on dicking her down. On her back, Whitney has Ricky plow her until she's moaning, and then she strokes him off until he nuts all over her chest and boobs. Now that Ricky is drained, Whitney kicks him out and tells him she'll call him back if she wants to cum again.