In order to become a massage therapist, Charley has been attending classes. She is anxious and preparing to take her last exam. To prepare for the final, she asks her friend Lilly over so she can practice her massage techniques on her. After Charley has Lilly completely naked, she begins the massage by using oils all over her body. After completing her back, she asks Lilly to roll over so she can work on the front. After massaging her arms and legs, Charley begins massaging her pussy and tits. Lilly is a little anxious about this, but Charley reassures her that this is all a part of her training and is a typical massage. She then spreads Lilly's legs apart and begins to lick her privates. Since Lilly is really getting into it, she spreads her ass out and lets Charley devour her pussy from behind till she cums as Charley flips her over onto all fours. In order to help Lilly unwind and prepare for her test, Charley then asks if she would be willing to repay the favor.