Mommy awakens you from a deep sleep. She's hesitant to unburden herself on you with her problems but she feels like you're the only one she can confide in who will understand. She climbs into bed with you and starts venting about how she's been so very lonely lately and she doesn't know what to do about it. You try so hard to concentrate on what she's saying but you can't help but notice that she's in a very skimpy satin nightie that is exposing plenty of her ample cleavage. You try to stop your gaze from straying to her luscious breasts but she eventually notices that you are distracted. You've become so distracted, in fact, that you've grown a massive hard on that is impossible to miss. But instead of becoming appalled and fleeing in fright, your Mom surprises you by coming onto you! She exposes your throbbing cock and begins to rub it up and down until you're rock hard!! You cannot believe that your own mother is jerking you off! And then she takes it even further! She begins to lick your cock with her tongue, taking you deep into her mouth until you feel like your going to burst. And at the last minute she spreads her legs so you can go balls deep in her wet milf pusssy!