When Derrick returns fully dressed, mom gives off mixed signals, seeming to flirt with him (calling him her "handsome boy") and yet advising him to be careful to watch his p's and q's when dad is around. Later that day, when he finds her making his bed, he wonders out loud: what's up with mom's peculiar behavior? For one thing, she's wearing a tight dress, far from casual for around the house, and it clearly shows off her prominent nipples pointing behind the fabric.
Derrick begins doing some flirting on his own, and accuses his stepmom of being afraid when she's with him -afraid of what might happen. Laying it on the line directly, he asserts that she must be afraid of not being able to control herself. They both agree that his dad gets very jealous and has a scary temper, but Derrick doesn't seem to worry: he grabs Penny and pulls her to him in his bedroom. She warns him that dad is due home soon, and Derrick replies: "Then we don't have time to waste".
When mom asks him to back off, he turns the tables on her, insisting that there's something between them, and they should act upon it -dad doesn't have to know. She puts her foot down and tells him to cool it, but as she leaves the bedroom, Derrick declares: "I'm in love with you". Penny retorts: "I love you -I'm not IN love with you!", ending the discussion.
Late that night, Penny's in bed beside her husband, but she can't sleep. Frustrated, she gets up and goes to Derrick's room and spots him masturbating under the covers. Standing in his doorway, she gets turned on while watching, and begins touching herself. After a while, she lets out a loud, passionate gasp, and closes his door, running away, just as Derrick gets out of bed in hot pursuit. In the corridor he asks her to halt, and requests a good night kiss. Penny's ambivalence is evident, as she lets him take her by the hand and lead her back to his bedroom.
Once inside, he kisses her lustly and his stepmom responds, kissing him back. Though fearful of her husband's wrath, Penny has run out of excuses and gives in to her son's insistent desire, as she feels the same way. She starts rubbing his groin suggestively, and Derrick says: "Suck it, please". Penny warns him to make sure that his father doesn't find out, as it will be awful for both of them if he does. She pushes him back on his bed, and kisses him down his body, then removing his pyjama bottoms, takes out his cock, and oils it up from the little tube Derrick was using while masturbating. She strokes it a few times and then takes it deep into her mouth. "Mommy didn't know her stepson had such a big dick", she remarks, and then gets down to business. Watch the taboo scene unfold...
Featuring: Parker Ambrose, Penny Barber