Girlfriends Kody and Indica meet hottie Sushii while out on the town and bring her back to their place for a threesome. Back at their place, Indica and Sushii are hitting it off really well leaving Kody out of the fun. Sushii and Indica cuddle and whisper to each other while Kody continues to try and find an in. Kody decides that if they aren't going to include her then she will find another way to have fun for the night. Kody begins to smell, lick, bite, tickle and worship Indica and Sushii's feet while they try to continue to ignore her but soon they have give in to Kody's demands.