Brooke Barclays has some serious boobage going on, and her stepson Ricky Spanish and his friend Joshua Lewis can't stop admiring her. She overhears them talking about whether she'd go for younger men like them. Knowing that she can turn this situation to her advantage, Brooke comes around the couch to confront them about being such crepeers.

Telling the guys she won't rat them out to their dads if they finish cleaning for her. Then she asks them to bring her some water and come massage her feet and shoulders. When the guys confirm that they will do anything at all for her, she tells them to fuck her. What they don't know is that this voracious milf wants to breed.

Obedient to Brooke's desires, Ricky immediately begins eating his stepmom out while Brooke turns her attention to sucking Joshua's cock. She gets on her knees so Joshua can slam home in doggy while she feasts on Ricky's stiffie. Riding in reverse cowgirl, Brooke takes on Ricky. Then she gives Joshua a cowgirl ride while stroking Ricky off. She ends on her back, with Ricky pumping her full of a creampie while Joshua gives those big nipple titties a nice glaze of cum.