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You have a friend over for movie night and snacks from school and he's really cool and older then you. While he's finishing his pizza, you tell Step-Mom that he said you're a MILF. She explains your friend just think she's a cute girl - no big deal. Movie night is awesome but you get sleepy and so Step-Mom send you to bed. You heard a loud noise and woke up and saw then doing sex on her bed. They were licking each other's private parts and he was putting his big pee pee inside of your Step-Mom and she was making noises. Watching gave you a feeling of pressure and you started rubbing and pushing on your own penis. Just then, Step-Mom comes out and is surprised to see you there. She asks if you liked what you saw and you nod yes. Step-Mom begins sucking on your penis like a lollipop. She tells you she doesn't want you to feel left out and that you have a beautiful penis. It's not as big as his because you're still growing. Step-Mom asks you to watch her make your buddy cum again to teach you how. You give Step-Mom a mouthful and your first facial. This video is fucking HOT! I hope you love it - one of my best!