Billy's in the living room whacking off to a porno he bought. What he doesn't know is that his stepmother took a little personal time off work. She is home way early and she came in through the garage, so Billy didn't hear her come into the house. Kathy sees the porno up on the TV and peeks around the corner. She is watching her stepson jack himself off and starts to get a feeling between her legs. Kathy clears her voice to let him know she is there and Billy immediately tries to cover himself up. Kathy asks him about the porno... is it the older woman on the video or the smoking that turns...

Billy's in the living room whacking off to a porno he bought. What he doesn't know is that his stepmother took a little personal time off work. She is home way early and she came in through the garage, so Billy didn't hear her come into the house. Kathy sees the porno up on the TV and peeks around the corner. She is watching her stepson jack himself off and starts to get a feeling between her legs. Kathy clears her voice to let him know she is there and Billy immediately tries to cover himself up. Kathy asks him about the porno... is it the older woman on the video or the smoking that turns him on. Billy admits that it's both. His stepmom tells him that it is not good for him to interrupt his masturbation and that he should finish...but she wants to watch. He tries but her just watching makes him nervous. Kathy decides to give him some visual stimulation. She goes over to where she has her cigarettes. She lights up a cigarette and then gets completely nude in front of him. Kathy goes over to a big, overstuffed chair...spreads her legs and begins to smoke and masturbate for her stepson. Billy is hard as a rock and they both masturbate together. Kathy gives him plenty of visual stimulation but then decides she wants to suck his cock. Kathy stands him up and drops to her knees. She sucks Billy until she drains his young cock into her mouth.