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You were up late last night partying and your friend's step-mom wants you to get up and leave so that she can go work out. You stand up and show her your raging hard-on and she quickly pounces - as cougars tend to do. MILF Austin is pleased with your cock offering and she asks you to touch yourself. You happen to have a thing for older women in workout gear and Austin fits the bill perfectly today. She tells you that just watching you stroke off is making her pussy wet and then she lifts up her sports bra. Her fat tits would squeeze your dick perfectly. She gets on the bed as she encourages you to stroke yourself. Now she slides down her tight yoga pants and she reveals her big butt. It is so round and juicy that you could cum right here and now, but you hold off. She pulls her panties to the side so you get a good look at her big pussy lips.