No matter how hard Layla tries, Cupcake is just not interested in being with her... when she persists, Cupcake reveals she could never date her because she was FAT. That is the point where Layla stopped fooling around, and decides to take Cupcake for her own... She throws her back on the bed and soon, the powerful amazon is lifting her in the air in very sexy Standing 69! She may be licking Cupcakes pussy and ass, but the pleasure is all Layla's as she throws her back on the bed, where she will spend the next half hour worshipping Layla's ass, if she likes it or NOT! Layla spends her time sitting on cupcake's face, while leisurely grazing on her natural pussy. Layla's sensitive clit is no match for Cupcake's tongue in her first of many orgasms! But Layla wants all her petite new ebony girlfriend to focus just on licking her asshole! Cupcakes pink tongue goes in overdrive lick sucking and fucking her asshole with her talented tongue!!! Soon Layla is sitting full weight on Cupcake when she still won't agree to be her girlfriend. After some intense ass smothering, Cupcake agrees that maybe being her girl wasn't so bad after all... So she licks her asshole more. After it is all said and done, Cupcake has her arms free, and is able to spread Layla's ass cheeks wider, so she can get more tongue in her!!!