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Stepmother, Kayla (Paige), is taking a nap as stepson, Mike (Will Pounder), starts to tickle her feet and wakes her up. Will tries to tickle her again later on in the day but she catches him before he succeeds. Kayla then tries to turn the tables on Will by trying to tickle him but he catches her but she tells him that she is going to get him later. Will then sneaks into her room to snoop around but hides when she is about to come in and catches her masturbating on the bed while thinking about him. She doesn't want him to tell anyone about this and then starts to seduce him. She quickly changes her mind though and Will ends up leaving.
Later on and she tries to get him again while he is in his room. He is stroking himself through his underwear and then she gets a call from her husband and while she is talking to him he finally gets to tickle her. She tells him that she has been dying to see his cock again and that's why she let him win their little game and then proceeds to suck him off. She undresses after giving an extensive blowjob and rides him in cowgirl before bending over in doggy. Missionary is last as Kayla moans and groans and begs dirty and sweet things to her stepson until she cums and then has him cum on her bush.