Sydney Paige loves to work out. The blonde milf has some serious curves that she doesn't want to lose, but she still wants to keep herself nice and fit. Today, a pipe has burst at the gym so she's working out at home. Her stepson, Rion King, walks in on her and can't help but watch. Since Rion is there anyway, Sydney announces that he can assist her with stretching. Rion is a bit tentative at first, but Sydney insists he can go harder because he won't break.

Stretching his stepmommy lets Rion admire Sydney's nice big ass. When Sydney catches him in the act, she offers to set him up with her friends. Later, she gets to thinking that he'd never tell his dad if he just gave her a good dicking down instead. Abandoning her masturbation, Sydney asks Rion if she can sleep with her. Rion plays right into her hands by saying he usually sleeps naked. Next thing he knows, Sydney is in bed with him, totally nude.

Reaching behind her, Sydney puts her plan into motion by stroking Rion's cock. He puts up some resistance, but is quickly convinced to shove it in from behind. Their spooning sex gets hotter when Rion bangs Sydney on her back. Stepmom gets on her knees for a doggy style romp, then climbs onto Rion's cock to give it to him in reverse cowgirl. Once he has gotten Sydney off one last time, Rion titty fucks his stepmilf and blows his load all over her big naturals, leaving them both sated.