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Sexy horny Rachel was left home alone for a couple of weeks after her husband and her step-son went off on a business trip. Almost immediately she started to get restless from boredom and neglect. One steamy hot day she called up her girlfriend and suggested they both go out on the prowl for some young studs. Unfortunately for her, the friend was not very willing. Rachel was busy trying to talk her round to the idea when she had to hang up to answer a XXXX at the door. On getting there, she was excited to see a handsome young man. He was Jay, a friend of her step-son, Jeremy. Always friendly, she invited him in and asked how he was doing. It turned out that Jay had expected Jeremy to be home. Rachel felt bad for him as she explained that her step-son had gone away. He was supposed to have emailed Jay but had forgotten. She knew that Jay lived three hours driving-distance away. The hot tiring weather and the threat of a storm led her to invite him to stay over for the night. Jay readily accepted. While in the presence of his friend's step-mom, he had become utterly enthralled by her sexiness. Her low-cut dress gave him a great view of her cleavage. The tightness of it left nothing to the imagination regarding the size and shape of her tits. The dress was also very short so that it showed plenty of her long sleek legs in fish-net stockings. At one point, Rachel stretched out a foot. The short hem of the dress parted to reveal that she was not wearing any panties. Jay swallowed as he got a quick gXXXXse of her muff. His friend's step-mom was incredibly sexy. The admiration was mutual. From the moment Rachel first saw Jay, she wanted him with a passion. She noticed the bulge in his pants when he had been near her, and guessed that he had a nice big cock for riding. Immediately she began thinking of ways to seduce him. Later, having excused herself to take a shower, Rachel came back wearing a sexy red dress. It hugged her shapely figure and presented even more of her cleavage than before. She told Jay that she had worn the dress because she intended to go that evening. Then, asking him how she looked in it, she assumed a series of provocative poses. In the middle of this, Rachel managed to drop an earring. Getting on her hands to find it, she made sure to point her butt in Jay's direction. The taut fabric of her dress gave him a perfect view of its peachy shape. As aroused as the young man felt, he was hindered by shyness and sexual inexperience. Sounding him out, Rachel asked if he would like to join her and her friend on their wild night out. He hesitated and declined, saying that he did not feel it would be right as she was the married step-mom of his friend. Rachel teased him for being a square, and decided he needed to be warmed up a little more. The evening went on, and her friend conveniently failed to arrive. While XXXXing back a glass of martini, Rachel lay front down on a couch, treating Jay to an even more revealing view of her cleavage. Suddenly she gave up waiting for her friend and invited Jay to come upstairs to watch a movie with her. The TV set was in her room, but Rachel had no intention of using it. Having changed into a robe, she gleefully went over her plans for the final, crucial part of her seduction. She then summoned Jay to her room, encouraged him to sit on her bed, and went through the motions of turning on the TV. When it did not work, Rachel feigned disappointment. A moment later she brightened up and suggested to Jay that she could model some clothes for him instead. Jay felt nervous confronted by the aggressively cougarish manner of his friend's step-mom. But, before he had a chance to say anything, Rachel had untied her robe and allowed it to fall open. Standing in sexy lingerie that accentuated her every delicious bodily feature, she presented a sight that took the young man's breath away. From here on in, despite his timidity, Jay was entirely at her mercy. Rachel began her much-awaited fun by pulling her guest's cock from his pants and stroking and sucking it to hardness. All the while she kept Jay's confidence up - praising his fit body even as he spoke excitedly about her own stacked figure. Lying on her back, parting her legs, she moaned and sighed and smiled with pleasure as Jay followed her instructions and gave her pussy the kind of eating-out and finger-fucking that she craved. Although he was just a learner, and even though he was in awe of his friend's hot step-mom, the young man proved himself an expert lover. With her pussy wet and fuck-ready, Rachel quickly got on to her hands and knees and invited Jay to fuck her from behind. Here the young man confessed to being a virgin. This only added to Rachel's excitement. She liked the idea of training Jay up, and she knew that she had the experience to give him the very best of lessons. Soon, his cock was inside her, pumping deep and hard, giving her all the satisfaction that she had missed from her absent husband. While Jay gripped her butt cheeks, Rachel gave him guidance, helping him to find the perfect fucking rhythm. Following this, she straddled the young man cow-girl style. Her big tits bounced as she worked her sexy body up and down on his rigid fuck-pole. Greedy to feel them, the Jay reached out and cupped them in his hands. Next up, there followed a spell of mutual masturbation. The young man rubbed Rachel's pussy and frigged her clit while Rachel returned the favor by stroking, licking and sucking his cock until he erupted a load of cum all over her hand. Afterward, Jay lay back and caught his breath. He could not believe that he had achieved his fantasy of making it with his friend's hot step-mom. Meanwhile, Rachel went for a glass of martini to quench her thirst. When she came back, she intended to give her young lover a crash course in fucking that would last the whole night through.