At the factory Phil Shannon is going down on Ron Collier (of Old Reliable fame). Brian Michaels and Wade Davis spy the two independently and are soon shucking their own clothes as they watch the spectacle. Red headed and naked, Wade comes up behind Brian to see those beautiful bubble cheeks exposed to the air. He wraps his arms round the surprised Brian to help him massage his cock and the two face each other to delight over their naked maleness. Wade gets down on his knees first for some sucking while Phil bends over a bench to take some cock from Ron, with some difficulty. Now Brian is on the floor with Wade rubbing their cocks together and then Brian raise his legs for the inevitable. Phil stands with Ron coaxing the cum out of his balls until he lets off a load onto Ron's face. (The Midnight Men edit does not see Wade penetrate Brian's manhole.)