Penny is all upset because she has split up with her boyfriend. One of the things she will really miss is the way he used to let her watch while he jerked off. When her friend Simon hears this he offers to let her watch him and she giggles as he strips naked for her. Seeing his rock solid boner gets her all excited and she spreads her legs and rubs the front of her panties as she talks dirty to him and encourages him to wank. Hearing her beg him to spunk soon has him doing just that as she watches with excitement!