She invites him to put on swim trunks and join her at the pool -she's already wearing her suit under her robe. They settle down to sunbathing by the pool and Juan's protective side comes out -when Lilly says hi to a passing neighbor Mr. Peterson, Juan reacts: "This guy looked at you and had a full erection -what's with him -walking back and forth just to get a look at you?".

She shrugs this off, claiming that men didn't used to look at her that way. She confides that when they were in college, his dad dated her friend, "Sexy" Samantha, not her. But just recently, after she lost 30 pounds, men are looking at her differently, and she's enjoying it. Standing up to pose for Juan, she asks: "What do you think? A little sculpting here, a little definition here. I could lose five more pounds, or gain five more pounds in muscle". "I think you should join me and have a great big banana split tonight", he jokes.

They hug, and Juan exclaims: "It feels so good to hold you in my arms again, mom", and gently kisses mom's forehead. That night, Juan visits her bedroom, thoughtfully bringing her a glass of water. He kisses her forehead again and wishes her good night. "Wait -come get cozy. I want to talk", she says pulling down the bedsheets to have him lie down next to her.

"I just realized we were talking all day till the sun went down, and you never told why you're not staying with your fiancee Anna". He explains that they've been having trouble lately and she thought he was cheating. "Maybe there is something wrong with me. I love her so much mom, but I'm so attracted to women that are similar...to you", Juan confesses. Mom says she was only tempted to cheat on his dad, just that one night Juan kissed her, and she's regretted it ever since. Juan takes the blame, but both are ambivalent. Should she have given in and made love to her stepson?

Lilly admits: "It was the most exhilarating night of my life". They both lean over to kiss, but stepmom pulls away at the last second, ashamed. "Maybe I should go", Juan declares, but she reaches out to him: "Stay, I want you to hold me until I fall asleep". He relents, and they relax next to each other under the covers, peacefully. He's pressed against her, in a spooning position, and she asks if he's comfortable, adding rather matter-of-factly: "Why don't you pull it out and place it between mommy's thighs?". Juan hesitates, and she assures him: "I promise I won't touch".

He takes out his dick and starts pumping it back and forth against her panties from behind. "I want to take my panties off so I can feel you", she murmurs. That's fine with Juan. Lilly purrs with pleasure as the frottage accelerates and pleads: "I want to make you come, sweetheart. I want you to come between mommy's thighs -imagine you're with Anna". After a while she declares: "I want to get on top of you", and she changes position, sliding back and forth, rubbing the length of his big cock. She smiles broadly, eager to make him cum. Suddenly Juan takes charge, declaring: "I want to fuck you", and he places mommy on her back and mounts her, still rubbing his dick back and forth against her bald pussy. "Tell me you want it", he whispers. "Fuck me, son", she commands. Juan inserts his dick -watch the taboo scene unfold... Featuring: Juan Loco, Lilly James