Penny Barber knows it's wrong, but she wants her stepson Max Fills. She dresses in lingerie that shows off her e-cup tits and then comes up with an excuse to come to Max's room. She brings him a drink and then apologizes that Max's dad has grounded him. Upon Max's request, Penny even brings Max a blanket and his phone charger.

Throughout all of Penny's niceness, Max can't help but notice what nice boobs she has. When Penny has arrived with a snack for Max, he asks if there's anything he can do for her. A slip of the tongue leads Max to understand that Penny wants a baby and his dad won't give her a creampie. Max can definitely take care of that.

At Penny's invitation, Max eats her pussy and then gets his cock blown in return. Max finally gets his dick wet when Penny climbs aboard so she can ride in cowgirl while letting Max suck those titties. Turning around, Penny keeps on rocking Max's world in reverse cowgirl. She takes a pussy pounding on her knees before rolling to her back so Max can reward them both by busting a nut deep in her juicy snatch.