So my step-dad walked out on my step-mom and me a while back and now my step-mom is sick and in the hospital. i needed a place to stay so my best friends step-mom offered to let me stay with them, she said since me and her step-son step-son were best friends its the least she could do. when i got to the house i noticed Mr Shae wasn't there, i asked step-son where he was and he said is step-dad was out of town for work and would be gone all week. right then i got a little bit of a naughty idea, Mrs Shae has always been super nice to me but shes also super hot. i thought with Mr Shae gone i might have a chance to make something happen. I found Mrs Shae is the kitchen and thanked her again, i told her out hard its been for me with everytihg and it was great to be able to stay with them. she said no problem and that she was happy to do it. i told her good night and went to bed. an hour later i put my plan in motion, if all went well by the end of the week i was gonna fuck Mrs Shae. i knocked on her bedroom door and went in, she was laying in bed reading a book. she looked a little startled and asked what was wrong. i told her that since step-dad left i had been having really bad panic attacks and that step-mom had been letting me spend the night in bed with here, then i glance over to the empty side of her bed. she thought for a minute and then said since Mrs Shae was out of town i could stay in her bed wit her, i didn't waste any time laying down. i tossed and turned for a few minutes till Mrs Shae asked what was wrong. i asked her to keep what i was gonna say between us and she said of course dear. i told her that step-mom lets me go to bed naked and its hard to relax with all my clothes on. she looked puzzled and uncomfortable for a minute but then said that's fine if u need to do that here as well dear! so i took my pants off and a ragging hard erection and i glanced over and Mrs Shae was starring right at it! we laid there like that for a few minutes with my cock just bobbing up and down and finally i asked Mrs Shae another favor. she was really uncomfortable but she asked what i needed. i told her step-mom said i should take care of my erection every night because it will help my panic attracts. she was shocked in to silence but i could tell she was thinking what i said over in her head, i knew use a medical issue as an excuse would get me what i wanted. she told me to go ahead and take care of it and she would just try and look the other way, i said thanks. i then told her i didn't have any lotion and wondered if she had any i could use. she said Mr Shae should have something and slid out of bed. thats when i got a nice surprise, she was wearing T shirt that much knew for sure. when she got out of bed i also saw she was wearing a lace thong and Mrs Shae as an amazing ass. hell i almost came right then and there. she came back with some lube and a towel for me to clean up with and let me start doing my thing. i told her i needed her help on one more thing. i told her step-mom would rub my chest and legs while i took care of myself and naive woman believed me! so i stroked my cock while my best friends step-mom encouraged me her a skimpy t shirt and lacy thong! i cant wait for tomorrow night when i push my luck further! This is part 1 of Sleepover With My Best Friends step-Mom, it stars Brittany Shae and is a POV Milf Taboo Masturbation Encouragement scene. there is NO sex in this clip, this is just part 1 of the story