Darryl Hanah is ready to "exchange" her daughter Janie Summers (here dubbed Heather Starlet) for a crack at Kelly Nichols' kid Faye Regan, but Janie decides she's sick and heads home ... leaving mom to make "special friends" with Faye, that includes lots of tit- and pussy-licking and fingering.

Best, however, is the three-way with Kelly and pal Cameron Keyes when Janie returns. These babes lick and stroke every inch of each other's bods, and even when Janie rides one gal's thigh or rubs her clit on the gal's stomach, the other oldster is right there with fingers and lips until Janie orgasms beautifully.