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Sexy cat burglar Britney Amber breaks into a lingerie shop and nonchalantly tries on panties and bras while the store's alarm is triggered. When late night security guard Xander Corvus investigates, Britney blends in with the mannequins to avoid getting caught. However, Xander has a panty sniffing fetish, and it doesn't take long before he's rubbing one out while breathing in the sweet smell of Briitney's pussy leftover on the panties she's left behind. Britney watches until she feels the need to please herself, eventually being spotted by Xander. Britney offers him a taste of her pussy, instead of just a whiff of it, leading to them fucking in front of an audience of mannequins.