While at the gym, James notices a hot milf thats working out all by herself. He notices she's doing one of his favorite work outs... squats. He starts to be a perv and pulls out his phone to start recording her. Typical gym perv behavior... At first, Rachel gets annoyed, but as soon as James jokes around with Rachel, she starts to get mega horny. Instead of working out, she gets on her knees to suck James big long asian cock. She enjoys his dick so much in her mouth, she decides its time to put it inside her pussy. After making James cum all over her face, she wants more and he continues. James ends up using this hot milf and creampies her one more time for fun...