You go to meet your best friend at his house at the time you both agreed upon. Unfortunately, he isn't home yet, but lucky for you, his step-mother is. She's always very sweet and doting, and you've always had a little crush on her. She tells you that you can just hangout at the house and make yourself comfortable while she runs out to the store to grab a few things. Her step-son should be home in about half an hour. After she heads out, you quickly run up to her room. You have never been alone in their home before and you know this might be your only opportunity to take a peek through her things... You go through her side table drawers, carefully choosing a pair of her panties to keep as a secret souvenir. Just as you are getting carried away, you hear her walking back through the house and up the stairs. You try to slam the drawer closed and shove the panties in your shorts just as she walks in. She can immediately tell something is up and begins to question you. She looks over ands sees the drawer slightly open. Knowing she doesn't ever leave her own drawers like that, she presses you harder. Then she spots it, the panties hanging out of your shorts. She snatches them from your waistband and starts yelling at you profusely. Your best friend's step-mom is appalled and demands that you fess up to her what you planned on doing with her underwear. You try to avoid and deny, but she won't let it go. She insists you need disciplinary action, she won't get your own step-mother involved because this is just too awkward! But she will make sure you learn some step-sons about privacy and boundaries. After lots of questioning, you admit to her that you were going to use her panties to jerk off. Even though she is a bit shocked to hear this, she insists you learn your step-son by doing it infront of her. She urges you to take off your shorts and show her exactly what you had in mind. You struggle to get hard because you're just so nervous and anxious. So she unbuttons her dress and takes her tits out to help. She shows off her underwear underneath her dress too. It works, your start to get hard. She begins to lose her tough love attitude and starts getting flustered. Your are well above average and she clearly wasn't expecting that... You lay down on the bed at her direction, and she wraps her panties around your cock and starts to stroke. She explains to you whats going to happen next, you are going to learn some tough step-sons about respecting people's privacy. She tells you she is going to use your cock however she wants, and you better not cum until she is completely done. That should leave a big impression and teach you some much needed discipline. Your friend's step-mom climbs on top of you and grinds on your cock while slowly slipping it inside of her. She rides you, getting more aggressive the closer she gets to climaxing. She reminds you not to cum, and that she is merely doing this to help you be a better step-son. Her tits hang down in your face as she rides you, teasing you about being a pervert and being obsessed with your best friend's step-mom. She has an intense orgasm and it takes everything in you to hold back from cumming. Then she whispers to you that she isn't done yet, and she starts to fuck you even harder. Footsteps start coming up the stairs and you both realize that you best friend is home and is about to walk into the room any second. She throws you off of her and tries to cover herself up. As her step-son walks in the room, she tries to hold her unbuttoned dress together while she makes up some excuse to leave quickly. Now you're left in the room with your best friend, trying to come up with some excuse to explain the bizarre thing that just happened...