Host Chris (CHRIS STEELE) introduces three contestants - TAG ADAMS, JON GALT and ANTHONY SHAW who think they have the ultimate butt fantasy! They meet up with the Rear Factor squad consisting of JACK RYAN, LEO BRAMM and LOGAN KREWE, the trained professionals who will make these fantasies become reality.

Chris gives the contestants the low down on the Rear Factor and the first contestant up to bat is TAG ADAMS. He talks about how he's a big ass man and loves to stopped by a cop one day and be stripped searched and poked by his billyclub. Enters Leo Bramm as a jail guard who frisks Tag at the precinct. In the back ground inside the cell, pig bottom STEVE PIERCE watches and strokes his Prince Albert cock as Leo commands Tag to strip. The naked Tag is thrown into the cell with Steve. Tag takes to his cot and horny Steve pulls out his bag of goodies and lubes up a dildo. He spreads his legs wide and sticks the rubber toy all the way up his hungry ass. Tag watches nervously and starts getting a hard-on, as he watches Steve sit on the big dildo. Steve then pulls out a large butt plug and sticks it where the sun doesn't shine. Tag moves over to Steve and his toy and offer's up his stiffy to Steve's hungry, wet mouth. He chews on the hairy chested Tag's nipples before giving Tag his own metal clad cock. Tag gives up his sweet ass to Steve's tongue. Steve then goes back to playing with his butt hole and stuffs huge anal balls up his butt. Caught again by the cop, Leo, we see Tag getting a golden shower from Steve. Leo then empties his bladder on Steve and Tag and both eagerly received the warm cop's piss. Leo then gets out a double-headed dildo and inserts the toy in both of the men's asses as they pig bottom fuck each other. He then takes out a dildo billy club and assaulted Tag's ass with it. Steve gets in on the action and fucks Tag while he sucks on Leo's cock. Getting really turned on, the cop wants a piece of ass himself and fucks Steve's hungry butt doggy. Tag gets a shot at the Leo's throbbing cock and takes a seat and fucks Leo's erection on the cot. All the while, Steve busies himself by sitting on a monstrous BAM black dildo. Leo fucks Tag even harder by pile driving down deep into Tag willing ass. At last, Leo and Tag lie on the cot together and stroke to a climax while Steve pops his nut with the toy up his ass. Mission accomplished and Tag grabs the Rear Factor tag he earned.

JON GALT is up next and tells Chris that he loves the smell of leather and wants a big leather man. He lies on a leather bed and gropes himself over his leather codpiece. He takes out his hard on and proceeds to fingers his fuck hole before sticking a butt plug in his butt, all the while jerking himself off. Jon licks the plug clean after he's fucked himself and low and behold, a leather-clad CHRIS STEELE comes in the room. Jon goes straight for Chris's armpits and nipples, and worshipping this leather god. Chris bends over and offers up his hole to Jon's face and gets a rim job before popping off his codpiece and offering up his cock. Jon sucks hungrily on Chris? dick and man sack, before moving down and licking on Chris? leather chaps and spit shinning his boots. Chris offers up his manhole again and sits on the muscular Jon's face, who sticks his tongue way up the man chute. Jon continues worshipping Chris muscular body and eventually moving down to foot worship, sucking on Chris every toe. The two move into a 69 and work each other's throbbers before Chris sticks a crystal dildo up Jon's love canal. Chris then inserts his own man toy and fucks Jon's ass with both the toy and his cock in a double penetration. Jon on his back gets his legs spread wide as Chris pounds the bottom's ass first in a pile driving position, before switching to a scissor fuck. Chris shoots his creamy load and eating up his own cum from Jon's hairy chest. Jon then leans back on his leather daddy shooting his own load, which Chris scooped up and feeds it back to Jon. Having reached his ultimate fantasy, Jon reaches over to claim his Rear Factor tag.

The third scene brings ANTHONY SHAW to an emergency room set. He has a fantasy of these two doctors at the hospital. JACK RYAN and LOGAN KREWE drink their beer in the ambulance as Logan goes for Jack's meat under his scrubs. Logan sucks on the shaved man sack and cock, before Anthony spots the two and gets invited to join the sucking. Logan offers up his pecker and Anthony works on both erections and balls. Logan then goes down Jack's cock joined by Anthony. The action then moves to a hospital stretcher where Anthony is bent over in his scrubs and sucking off the doctor's cock. Logan pulls down Anthony's scrubs, puts on rubber gloves and examines the young intern's rectum by inserting his flashlight up his butt then moves on to using his tongue. Logan and Jack switch places and Jack fucks Anthony from behind as Anthony gets Logan's cock shoved down his throat. Anthony then sits down on Jack's pecker and rides the big cock, with Logan then sitting on Anthony's boner in a three-way fuck. The double fuck continues until all three shot their loads with Anthony receiving his Rear Factor tag.

The winner is announced and it's Tag, proving that his rear is his greatest factor. Both Jon and Anthony are dismissed and Tag becomes the newest member of the Rear Factor Squad. Tag is told he has to go under a short training period and goes down on Chris and the squad. Logan gets on bended knee and sucks Jack's cock as Tag chokes on our host's man meat. Tag then gets to eat out Chris, Jack and Logan's butts, before he's moved into a sling and gets his butt rammed by Chris hard cock. Both Jack and Logan offer up their cocks to Tag's mouth while still being fucked by Chris. Chris then catches Anthony spying on the man action and is pulled in to the group and forced to suck the squad's cocks. He takes both Chris's and Jacks man meat at the same time and swallows both cock with a hungry mouth. Anthony then gets in the sling and Chris pumps his pud in the blonde's ass with Tag rimming the top man. Next Jack has his turn and fucks Anthony while Chris goes over and rims Tag's butt and spit on his hole. Tag then gets face fucked by Chris's cock while riding on a black dildo attached to a bench. The guys move to a daisy chain suck fest. Chris then introduces the final Rear Factor challenge as Anthony and Tag get the crystal dildos up their butts. Tag gets the ultimate fuck on his backs with Chris humping his butt hole, while Anthony sucks off his dick, as he alternates sucking off Jack and Logan. The four men then stand over host Chris and gets to shoot their creamy loads all over his hairy chest, before Chris reaches his own ultimate climax.

Steamier than the TV show where everyone is a winner!