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Kyle (Ricky Spanish) has a beautiful new stepmom (Millie Morgan), and she's quite protective of him. But she's also quite a flirt, and the young man enjoys her flattery. As they chat in the kitchen, she inquires about his dating habits. "I'm sure the girls are all over you", she suggests. "Sometimes, but they don't interest me. I'm more into older women, but they don't pay much attention to me.", he maintains. "How much older?", she asks. "Oh, about your age older", Kyle replies. They joke about Millie possibly fixing up Kyle with one of her friends. "But, if it's not too much, or too weird to ask, could I give you a kiss?", Kyle asks. Stepmom takes it the wrong way, accusing Kyle of making fun of her. "I've never been more serious in my life", he contends. Millie becomes quite agitated, feeling betrayed. "I should never have confided in you about your father. I know that you pity me. You know he's not touching me and that I'm just starved for attention, and you're just trying to throw me a bone, or something", she complains. Kyle tries to make amends, saying: "Look, I just like you. I want to prove it to you". "If I gave into what you're asking, I'd be a bad person -it's wrong!", she insists. Kyle takes her hand and kisses it, trying to wear down mom's resistance. "I'm not a kid anymore, I'm a man. Just think about it", he concludes. Millie has had about enough of this conversation, and leaves the kitchen. Next day, they've resumed flirting in the family car, with Kyle in the driver's seat. He kisses her hand again, and this time Millie kisses him gently on the cheek. Back in the house, he thanks her for coming with him for his driver's test. As he massages mom's shoulders, Kyle whispers to her: "Trust me". She kisses him hungrily on the lips, and he grabs her ass lustily as they embrace in the living room. But just as things are heating up, she pulls away from him and rushes out of the room. He pursues her to her bedroom and asks: "Are you thinking about our conversation from yesterday?". He gets bolder, wondering: "When was the last time dad fucked you? Do you ever think about me when you're doing it?". "Don't be silly, Kyle", she replies. Sitting on the bed, Kyle begins rubbing his groin lasciviously as he keeps egging her on, saying: "Do you want to see it? Are you wet right now?". Stepmom cautiously nods her head Yes. "If I'm bothering you, I'll leave", he offers, getting up from the bed. "Don't go. I want to see your cock", Millie says. Kyle unzips his trousers and out pops his erect dick. As he strokes it, Kyle orders her: "Come closer". She kisses him on the lips, but backs off a bit, whispering: "We shouldn't be doing this". As he kisses her, she says: "Your father could be coming home early at any moment". Kissing her on the neck, Kyle murmurs: "He won't be home until tomorrow morning, It'll be okay -trust me". He places her hand around his stiff cock and guides her in stroking it. She removes her dress, and reveals she's not wearing any underwear. "This has to be our secret, okay?", Millie says. As she continues giving him a hand-job, Kyle sucks at her breasts hungrily. "Oh my son, you're sweet as can be", she murmurs. Millie pushes him back on the bed, and takes his dick in her mouth, engulfing it entirely. Watch the taboo scene unfold...