Police in Pennsylvania say two adult women turned a teen boy's sleep over into a sex orgy.

Angela Honeycutt, 38, faces numerous sex charges after police allege she had sex with a juvenile in a shower. Meanwhile, her friend (pictured above right) Lynne Long, 45, encouraged the rest of the teen boys to listen on the other side of the door.

The whole thing went down at Long's home. She is charged with endangering the welfare of children and corruption of minors.

In addition to performing sexual intercourse, Honeycutt (pictured above left) allegedly exposed her breasts to all the boys, and kissed some of the boys. Honeycutt faces charges of statutory sexual assault, unlawful contact with a minor, indecent assault and corruption of minors.