Inside a costume shop, Matthew Rush fits Josh Weston with a suitable mask. Josh will take the mask, but first he'd like a sample of Matthew's sculpted sensual form. The two musclemen greedily envelope each other in their arms amidst an eerie accumulation of paper machier masks and Mardi Gras costumes from celebrations spent. As their clothing slips away, they enjoy each other's rippling forms and stiff cocks. Josh devotes himself to Matthew's cock, sucking it hungrily into the back of his throat. The two studs stroke each other for awhile and then Matthew takes his turn at cocksucking, deepthroating Josh's cock. Matthew begins to rim and open Josh's hole, warming and spreading it with his fingers and tongue. Josh follows suit, rimming and probing Matthew. The men regroup and Matthew fucks Josh from behind, buring his cock deep in Josh's ass. Josh climbs atop Matthew and takes the full force of his thrusts from above. Matthew fucks Josh with feverish abandon and Josh surrenders in orgasm before bringing Matthew to his own--ending a fine fitting session at the costumers.