Getting caught jerking-off is always embarrassing but when the hot friend you've got a secret crush on walks in on you IN HER BED then you better be ready for some humiliating consequences. Penny giggles when she catches Sam with his pants down in her bedroom but she isn’t kidding when she demands that he show her exactly what he was doing! Sam pleads with Penny to let him go while clinging with all his might to the pillow shielding his crotch from her view. His resistance doesn’t deter Penny one bit and she soon has him over over her knee counting spanks like an obedient schoolboy. His ordeal isn’t over until Penny gets her turn with the same toy she caught him playing with in her room.