Penny walks in on twerpy little Sam struggling to finish his pushups. She sees that his workout has him too exhausted to even move and she can't help teasing him for being such a weakling. Sam can not fight back as Penny pulls down his shorts to give him a jockstrap wedgie. Sam is helpess as a kitten as she strips him naked and sits right on his face. His body is basically a noodle except for the boner sticking straight in the air. As a final humiliation Penny hovers her naked pussy right above Sam's eager little cock and dares the useless wuss to muster the strenth to fuck her.