Poor little Sam has been getting bullied so bad at school that he has to beg smoking hot MILF, Penny, for protection from her mean son. Penny is very upset that her boy has been picking on this cute wuss so she decides to have a some fun while teaching her little bully a lesson. Penny straddles the nervous nerd and starts stripping him to his undies but it is obvious Sam is definitely not equipped to handle a sexually powerful woman like her. She still has some fun playing with him and even making fun of him a little herself. Sam just tries to hang on as Penny pins him down and rubs off on him like a schoolgirl humping her favorite pillow! When Penny realizes Sam can't take much more before he is going to squirt into his shorts she calls up her bullying son to tell him Sam is in her bed! Now Sam can pretend he fucked his bully's mom even though she really just used him as a sex toy