Your step-mom asked you last week to have a "sit down" with her about the birds and the bees. You rolled your eyes, you know all there is to know, but she insists that this is more in-depth than all that where-do-babies-come-from stuff. She seems really eager, so you concede and agree to sit down and talk.

When you walk into the living room, she seems a l*ttle nervous. You can't imagine why, she's the one who wanted to talk to begin with. She confesses to eavesdropping on your conversation about prom night - the hotel room, losing your virginity to you girlfriend. A l*ttle mortified, you expect a lecture about waiting but instead, your step-mom says she'd like you to be "as prepared as possible," whatever that means. You agree to come sit on the couch. It almost seems like she's going to put on a demonstration, but when you sit down, she takes a place at your feet. Odd.

You ask what she's doing and she explains that its best to have a hands-on approach. A what? Woah, what's going on here? She assures you that it'll be totally clinical, but that its the only way to truly prepare you. She keeps asking intimate questions about how far you and your girlfriend have gone, if you've discussed birth control. You have to admit, talking like this to a woman on her knees before you has you a l*ttle hard. She tells you that for this to be the most beneficial, she wants to explore the reality of s*x. She brings out a bottle of lube and tells you that you need to get hard. What? You practically jump out of your seat, how outlandish is this?? But she's so insistent, and you have to admit that you've j*rked it to her before...not that you'd ever tell her that. She tells you to get hard and walks out for a minute. You're already there so you sit and look at the supplies before you, wondering if she's just going to watch you use a fleshlight. Kinda hot, you think.

When she comes back, she asks if you're there. You lie, saying its weird. You don't want to admit to your step-mom that your throbbing in your jeans. She offers to help, which only makes you harder. When she fishes in your pants and pulls out a rockhard erection, she smiles. She applies the lube to the head of your c*ck, stroking and trying to remain professional as you groan and enjoy her hand. You can't imagine how good the fleshlight will feel...

She positions it above your c*ck and starts to slide it down your head, giving instructions the whole time. You want to c*m right then but you hold off, trying to stop yourself as your step-mother strokes the fleshlight down your c*ck, moaning and encouraging you as she talks about cumming inside your girlfriend's p*ssy. Finally, she tells you that she'll help you c*m inside and outside of the toy. You pump into the toy a bit before she pulls out and j*rks you onto the toy. She f*cks your c*m back into the toy, clearly enjoying herself as she plays with your load...you watch, incredulous, as she puts her tongue against the toy and laps at your c*m...You don't think that part was educational...

This clip contains S*X ED, INSTRUCTIONS, FLESHLIGHT, FLESHLIGHT HANDJOB, STEP-MOM FINISHES, STEP-MOTHER STEP-SON, INC, FAUXCEST, W.

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