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California Candy is back, with legs up to the moon (literally). California Candy takes her mesmerized student Carey by the hand and quickly proceed to California Candy's bedroom, where they welcome us to ''Pop Toyz and Boyz!'' Carey strips as Candy asks him to wear her panties she wore last night. California Candy takes pictures of her tits, and sucks on Care's nipples, and asks Carey to pose for her in her panties.

Carey models and shows off in Candy's panties, as Candy shows us her 3 toys. California Candy proceeds to take her top off, revealing her huge, natural 42 D tits and then she lies back on the bed and wets her toy as she moves her panties aside. While playing with her green cock toy and the lube in her pussy, Carey sucks on her titties. California Candy's gorgeous, real titties with big nipples are being sucked into rock hard peaks by Carey as she pumps the dildo in and out of her pussy while wearing her panties and masturbating. California Candy wants to suck on Carey's cock as we see her get undressed while playing with her pussy and then she has Carey take her panties off while she pours shiny lube all over her pussy and legs. Now we see her take Carey's cock in her mouth and ''pop'' it for us, demonstrating the pop technique we learned in the ''School of Hard Lollipops 1 and 2.'' Next, California Candy shows us the second technique, the ''humming'', singing on the cock and demonstrating it for us; and then the third technique, ''swirling'' technique performed on Carey's cock that we learned in her video series called the ''School of Hard Lollipops.''

The ''little secret'' that Carey shows us: he was born with both a pussy and a cock and we get to see his pussy, tucked under his balls! California Candy likes his little secret as she plays with the outside of it and takes his cock in her mouth, explaining her 3 techniques more in detail. Sucking on Carey's cock, popping, humming and swirling it in her mouth, this oral animal wants to get her pussy pumped with a strap on by Carey, who is told to fuck her with the strap on. We see Carey getting into the shorts and how to put a cock ring on, demonstrated by California Candy. We zoom in and see her toes, as both Carey and California Candy talk about the third movie, ''Tasty Feet Fetish'' in which they both made history! Now, California Candy spreads her legs and lies back on the bed as Carey rams the strap on into her pussy.

Zooming in on her pussy and watching California Candy almost stick her nipple in her own mouth, Carey fucks her pussy in and out with the toy and we see her huge, round titties bounce naturally as the dildo fucks her pussy ,while she cums in delight for us. She demands Carey squeeze her nipples and suck on them together as California Candy fantasizes about another cock fucking her bouncing boobies at the same time her pussy is getting fucked. California Candy wants to have body orgasms with another cock squeezed between her boobies, fucking her titties at the same time. She demonstrates this fantasy for us with fucking her gorgeous 42 D real tits with another dildo while Carey fucks her pussy at the same time This fantasy is called ''suck and fuck.''

California Candy dreams about another lollipop joining in the fun action as she fucks her tits with the toy. She wants to get Carey with her orange lollipop toy. Dreaming of another lollipop. Knock on the door. ''What's up?'' Asks Mr. 7th Avenue, (Randy Detroit) who enters the room. We see California Candy lying down on bed as she confesses she was dreaming of another cock joining in on the action as she invites Mr. 7th Avenue to join in the fun, while she sexily puts on the strap on shorts Carey gives her with the strap on while Carey sucks on her titties. Putting on the dildo, California Candy wants her boobies pumped with Mr. 7th Avenue's cock to give her a body orgasm. She takes off her bra for us and then we see Carey sucking on her tits again as she teases Mr. 7th Avenue into pumping her squeezed titties with rock hard nipples in front of Mr. 7th Avenue's huge cock.

Squeezing his cock between her titties, Carey is sucking on her nipples while Mr. 7th Avenue is ramming her titties hard while the boy, Carey is told to go ''crazy with his mouth.'' We then see California Candy grabbing his cock in her mouth, popping it in her mouth and she goes to town like no other on his cock with her mouth, prompting Mr. 7th Avenue to call her an ''Animal!'' on his cock. California Candy demonstrates her humming, swirling and popping techniques on his cock wildly for us, showing us exactly how much passion she puts into sucking a cock. Carey is told to show us how to go to town on Mr. 7th Avenue's cock and told to beg us, ''please, please, please, please, please!'' for Mr. 7th Avenue's cock in his mouth. Bending over so California Candy can spank him, California Candy gets her dildo strap on ready to pump Carey's ass, as he is to be the ''meat in the sandwich'' for us. We see California Candy sticking the dildo in Carey's ass while he sucks on Mr. 7th Avenue's cock at the same time.

Carey has a tight ass, so we see California Candy gently working the dildo into his ass when we hear a knock on the bedroom door Betty enters the room and now we see a double cock sucking going on. Betty takes Mr. 7th Avenue's cock in her mouth while California Candy is sucking on Carey's cock at the same time! We see California Candy suck on Carey's nipple while Betty is teasing Mr. 7th Avenue's cock slowly up and down in her mouth. California Candy pops Carey's cock while asking Betty to show us how to make a lolly-pop on Mr. 7th Avenue's cock. California Candy hums on Carey's cock while Betty sucks on Mr. 7th Avenue slowly in her mouth. We see Betty teasing Mr. 7th Avenue's cock with her tongue as California Candy sucks on Carey's nipple. Close-ups of Betty sucking Mr. 7th Avenue's huge cock. We see the ''Lollipop Salute,'' Carey's hard cock standing at attention for California Candy, as Betty keeps swallowing Mr. 7th Avenue's swollen cock slowly in and out of her mouth.

California Candy gets her toy full of lube as she spreads her pussy for her dildo on the bed while Betty takes her bra and panties off for us. We see Carey sucking on California Candy's nipples while we see her playing with her dildo in her pussy at the same time as Betty sucks on Mr. 7th Avenue's hard cock. We see the twin peaks of California Candy's nipples, as she is squeezing them hard together for us. Now we see Mr. 7th Avenue fucking Betty's pussy doggie style at the same time as California Candy fucks her pussy with a dildo as Carey sucks on her nipples. Increasing the action in her pussy with the dildo, California Candy is getting ready to come for us as she sucks on Carey's cock at the same time, while we see Mr. 7th Avenue fucking Betty's pussy doggie style while Carey grabs her nipples. Ramming the dildo in and out hard for us, we see California Candy cumming as Carey sucks on her hard, erect nipples as Mr. 7th Avenue proceeds to pump Betty's pussy harder with his cock. We see California Candy sucking on Carey's cock at the same time. Bouncy boobies with hard, erect nipples while pumping herself harder with the dildo, we see Betty's pussy get fucked with Mr. 7th Avenue's dick. Now we see both Carey and Betty sucking on Randy's nipples on the couch while he grabs his huge hard on and masturbates for all of us on camera. We see lots of cum all over Randy's cock on the couch at the end.


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