Mandy Waters is chilling on the couch when her stepson Johnny Waters comes home from college. She asks him about his day, then listens as Johnny tells her that he got a poor grade on his math exam. Mandy knows how to help her stepson relax so he can study better while helping herself at the same time: she tells him that she's about to shower and he should join her. Johnny isn't sure about showering with his stepmom, but Mandy is insistent about getting her way.

Practically before Johnny knows what's up, Mandy has stripped down to her panties. She puts his hands on her breasts so he can feel those sweater puppies and her hard nipples. Then Mandy helps Johnny out of his pants so she can enjoy his big stiffie. Johnny lets himself be talked into rubbing Mandy's pussy, then letting her stroke him and suck him off. Eating Mandy out seals the deal for Johnny, who allows her to talk him into going all the way.

They begin their liaison with Mandy on the couch, her thighs spread nice and wide for Johnny to pound that puss. Mandy takes it in doggy next, urging Johnny to give it to her harder and faster. When Johnny lays down, Mandy mounts him in cowgirl and then leans back so that her stepson can rub the g-spot with his dick. She gives it to him even harder in reverse cowgirl, bouncing that big booty. As Mandy rocks her way to a big O on Johnny's hardon, she milks his climax from him so that he gives her a big fat creampie to hopefully make her pregnant.