Part two of MILF1540. Presently, after some fretting by Stacie, the trio agreed that they may as well all share the same bed since it was so big and comfortable. Max ended up being in the middle - happily snuggled between his two delicious aunts. Soon after, he got a wonderful surprise: The horny and shameless Rachel wanted to get it on with him! Eagerly he welcomed her on top of him and entered into a long, open-mouthed kiss with her. But just as things were warming up, Stacie awoke and turned over to face Max. Rachel and her nephew had to perform the swiftest of cover-up moves not to be caught in the act. It proved successful, and Stacie did not suspect a thing. She did, however, wish to get intimate with Max herself. In a short time her character had undergone a surprising change. She no longer wanted to be thought of as a prude. She wanted to overcome her hang ups and compete with her step-sister to become Max's favorite aunt. The young man happily welcomed such hands-on vying for his attention. Within moments he was embracing Stacie and kissing her hotly. Rachel heard this sensual action, along with some disrespectful comments about her from Stacie. Growing annoyed, she sat up to confront Max - while Stacie swiftly lay down and feigned being resting. In questioning her nephew, Rachel antagonized Stacie to the point that she could not hold off getting involved. Another argument ensued - this time about who was a better aunt to Max. Eventually the two rivals came to an amazing agreement to share their nephew! From then on, Peace reigned between the pair. Upon the delighted Max they worked as a perfect cougar tag-team. Neither was Stacie at all shy any more. She wanted to learn every lover's trick she could from Rachel. And so the fun began in earnest. First there was some hot, tongue-twining, make-up kissing between the step-sisters. Then they brought their nephew in for some three-way mouth action. After a while, Rachel lifted her breasts out of her bra to expose her nipples for Max to suck upon while she lay over him. Greedily the young man took them into her mouth and fondled the full flesh of her breasts as they dangling above her face. Stacie, who had just removed her panties, went on to replace her step-sister in due course. Straddling her nephew's head, she have him her pussy to lick, and ended up moaning and gasping wildly from the expert working of his tongue. Then Rachel enjoyed the exact same position with him - and likewise thrilled at his long and sensual, pussy-pleasing performance. It was such an experience for the step-sister's that they both begged him for more. This he managed to give them - simultaneously - by having them get down on their hands and knees, alongside each other, with their butts raised. He then treated their exposed pussies to an epic licking and finger-fucking from behind. It sent both women into peals of breathless, moaning ecstasy.