A mother in her fifties, who wants to get some excitement out of her boring daily life and go out to work, is hoping to meet someone at her part-time job, but her sexual frustration is also building up, and she is masturbating wildly, letting her fantasies grow. Witnessing her mother's lewd behavior, her son feels a twisted excitement at her ripe, soft, loose body. The fifty-something mother is confused by her son devouring her soft, white breasts and pussy, but gradually begins to crave his hard, erect cock.