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Rachel was the sexy stepmother of handsome high-school quarterback Jeremy. Her husband, the young man's father, had passed away a few years ago. Now it was just the two of them living on a large, expensive estate - maintained by the money Rachel's husband had left her. All in all, their life together was happy and trouble-free. But then, one afternoon, Rachel got a call from Jeremy's school counsellor - Ms Clemens. She told Rachel that Jeremy had been showing signs of depression of late. His grades had started to drop and he was in danger of failing several classes. Although Jeremy refused to open up during his sessions with Ms Clemens, she had detected signs that he was suffering from a broken heart after being dumped by his girlfriend. Rachel was very upset by this news. She had not noticed a change in Jeremy's mood. He must have been hiding it well. But now that she knew, she was determined to help. Jeremy was such a nice and gifted young man. He could go a long way in life if he studied hard and stayed on track. She also needed him to become a financial success so that he could contribute to the expensive running of the estate. Rachel hoped that if she showed Jeremy some good old-fashioned motherly-love and affection, she might get him talk about his problems. Then she could work with him to solve them. Later that day, Jeremy returned from school. Rachel came out of the kitchen to greet him. She was a picture of domestic MILF-iness in her frilly apron. But Jeremy did not return her bright welcome. Mumbling sadly, he walked on past his stepmother and moped upstairs to his room. Rachel was surprised and perturbed. Jeremy's spirits had plummeted dramatically. She went after him, determined to find out what was wrong. Finding him led on his bed, staring blank-eyed at a comic, Rachel took a deep breath and took the bull by the horns. She was caring yet XXXX at the same time. Back and forth she walked, hands on shapely hips, telling her stepson her concerns and reminding him of his own responsibilities. She admitted to him that she had learned of his break up from someone at the school. But she stressed that Jeremy must get over it. Disaster would befall him if he wallowed in despondency and neglected his studies. This would affect the fate of the estate - and therefore Rachel herself. She needed Jeremy to come good for both their sakes. Unfortunately, Jeremy paid more attention to his comic than to her words. Rachel became impatient and lecturing as a result. She sympathized with her stepson, but she found him infuriating at the same time. When she had finished her speech, she stared at him silently for a moment. Then something seemed to click with her: some sort of bold decision. This is going to take an extreme solution - she said to her stepson, suddenly and cryptically. A moment later she made an excuse to leave for a few minutes. She wanted to change into something more comfortable. She hoped Jeremy would reflect her words while she was gone. However, Jeremy did not stay put for long. Out the corner of his eye he had watched his stepmother while she had been addressing him. Her strident body-language and formal manner had clashed intriguingly with the soft, feminine effect of the apron that hugged her body so tightly and showed off its delectable curvature. Jeremy had long felt a secret, guilty attraction to his stepmother. Now it had been stirred up into downright lust. Quickly, he sneaked out after Rachel and peeked into the bathroom she was getting changed. The sight that greeted him was as surprising as it was exciting. His stepmother was fully expressing her sensual nature in the apparent privacy of the bathroom. Smiling, moving erotically, she stripped out of her apron and pulled her dress up over head. The revealing of her perfect body, scantily clad in a tight leopard-print slip, was spectacular. For a second she stood posing, admiring the sight of herself in the mirror. She seemed to be getting ready for something big. She spoke, but Jeremy could not catch her words. Only their tone could be caught. They sounded mischievous and sultry. Jeremy wanted to stand and stare forever, but Rachel suddenly moved toward the door. The young man raced back to his room and got back on his bed before being discovered. Presently, Rachel re-entered. Jeremy's heart raced. Rachel's attitude had transformed. Gone was the well-behaved stepmother. In its place was a horny, seductive cougar. She moved provocatively, and, when she spoke to Jeremy, her voice was low and suggestive. Joining him on his bed, she told him he really needed to forget about his ex-girlfriend and pull himself together. Why should he care about a tramp like that when he had a sexy stepmother all to himself at home? A stepmother willing to do all she could to help - she added. With these enticements, Rachel stretched out a long, stocking-clad leg and showed it off to Jeremy. She drew his attention to its sleekness. It was the leg of a developed woman, not some soft school-gurl. Jeremy saw the truth of it. By now his cock was rock-hard from the way his stepmother was acting towards him. The sight of her reclining in her the leopard print slip - her large breasts almost busting out the top - was maddeningly arousing. Rachel could see the effect she was having, and subsequently turned up the heat. Parting her legs, she rubbed the mound of her pussy through her satin panties. She invited Jeremy to pull his cock and stroke himself off. When she got her first sight of it, she complimented the young man, telling him that he was much better endowed than his father. This boosted Jeremy's self-esteem. He started to feel happy for the first time in weeks. Rachel was pleased at her progress with her stepson. She was driving the depression out of him and replacing with a more positive attitude. Again and again she showed him that she could be all the woman he would ever need. On her back, then on her hand ands knees, she continued to rub herself with ever-increasing hotness. All the while she made sure that Jeremy got the best of all possible views. Lovingly, she teased the young man - telling him that she had been aware of him spying on her while she got changed. As matter of fact, Rachel knew of several other occasions when he had attempted a similar thing. There was no sense in Jeremy denying it. His stepmother had him figured. She wondered if it was through longing for her that Jeremy had been in the doldrums. Perhaps his girlfriend was a red-herring? Perhaps Jeremy had been really bothered by his desire for his stepmother - ashamed of its taboo nature, yet depressed at the improbability of ever enjoying a relationship with her. Well, if that was case, Rachel was fixing that problem right now. In playing with herself and talking dirty to her stepson, she allowed him to hope that something wonderful would one day happen between them. Constantly, she urged to him stroke his cock - to work himself to a wonderful cum that would release all his pent up unhappiness. To encourage him, she stood up and removed her bra so that he could get a load of her lovely, big naked breasts. She squeezed and jiggled them for his benefit, and teased him about the all the fantasies she knew he must have had about them. Then, for a finale, she got back on the bed and posed for Jeremy so he had have a series of sexy images to remember her by. She also rubbed herself hard, invited him to smell her wet crotch, and begged him to shoot his load all over her chest. This led to the young man at last enjoying a heavenly cum. Afterwards, Rachel stepped away and gave him another speech. The sight of her naked and egging him on was all he would be getting from her for the time being - she declared. If he wanted more, he would change his attitude and do a lot better at school. Jeremy agreed to make the effort, and Rachel was satisfied. If she saw evidence of an improvement, she would give him a unforgettably sexy reward. It was the start an effective new policy toward her stepson. Behaving as a sweet stepmother had not worked; behaving as a naughty one had yielded spectacular results.