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Part one of MILF 697. Penny's mother is in prison and is soon to be released. The warden requests a meeting with her. He warns her that her mother is in danger from a group of prisoners, and may be injured or before she gets out if she is not moved to a more secure area of the prison. He will make sure her mom is kept safe as long as our heroine submits to him sexually. She finds him repulsive, but she has no choice. She agrees to his demands. He walks around behind her. While he explores her body through her clothing and kisses her cheek and neck, he tells her the kinds of things he is going to do to her. The fondling continues while he kisses her neck and face, finally forcing his tongue into her mouth for several unwanted French kisses. He moves to her front, removes her blouse and bra, plays with her breasts for a while. He pulls her tight against him for more soft kissing ending with more tongue. She tries to turn her head away, but he holds her in place. Every so often she pleads with him to stop, to not make her do this. He leads her to his couch and pulls her down to sit between his legs with her back to him. He fondles her breast with one hand and slides his other hand up her thighs, raising her skirt as he goes. He rubs her pussy through her panties until she starts to get wet. He slides his hand beneath the waist band of her panties and fingers her pussy until she begs him not to make her cum. He pulls her panties down around her ankles and continues the fingering until she climaxes against her will. He orders her to remove the panties and lay face down across his lap. She pleads not to be spanked. Instead he begins to rub and squeeze the backs of her thighs, her inner thighs, and her ass. He begins to rub her pussy again, and starts to finger her ass. The double fingering continues until she cums again. He rubs her back and plays with her hair while she recovers from the two orgasms.