Cherie DeVille has agreed to be a model for Brad Knight's photography project. Brad has motives that he's not too keen on sharing with his step mom, meaning she will show her reluctance to most of what he asks her. First he takes a couple shots, but as he keeps asking her to remove articles of clothing, she becomes more and more uncomfortable, eventually the barriers are crossed, and Cherie just decides that she might as well make this more fun, enjoying giving her son a nice massage. One thing leads to the next and soon, Brad whips out his cock and surprises Cherie. Soon, Cherie is convinced to fool around with him, as he coaxes her to touch his penis. Soon she gets carried away and even enjoys the size of her stepson's cock stretching her throat. Brad starts playing with his mom's pussy.

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