Mindi Mink is home alone with her teen step daughter Karlee Grey when the power goes out after nightfall. Her husband's away until the next morning, and Karlee is afraid of the dark, so Mindi lets the frightened teen sleep in her bed. When the girls finally crawl under the sheets, Mindi turns to spoon Karlee, comforting her beautiful step daughter with soothingly caresses. Karlee wants to sleep but Mindi insists on comforting her like any mother would. She strokes her arm and her long dark hair. She lightly tickles her skin and pulls down her nightshirt, tracing circles around her exposed nipples. Karlee has misgivings about the way Mindi is touching her. She knows her step mother loves her, she's just not used to Mindi loving her like this. Also, she's worried her father might come home and catch them. Mindi promises they'll be alone all night. Karlee decides to stay in bed with Mindi where she feels safe. Mindi kissing her on the mouth, running her hand over her body. Karlee asks if she's been close like this with her sister Carmen, and Mindi admits that she has and it's perfectly normal. She loves both her girls so much. She wants to make them happy in every way she can. When Mindi reaches in between her legs, Karlee flinches shyly. Only one other person has touched her like that. Mindi's eyes widen hungrily. She admires her daughter's blossoming womanhood and developing body. Mindi gently traces circles over the teen's see through pink panties warming her clit. Then she puts her wet mouth over Karlee's hardening nipples, squeezing her breasts and sucking them gently. Mindi removes her black satin robe and feeds her big tits to her step daughter. Karlee takes off her panties and Mindi's fingers gingerly comb her beautiful bush. The lesbian MILF licks her fingers and rubs inside Karlee's sweet pussy lips as she grinds her hips in rhythm with the stroking. Slowly Mindi lowers down to licking her virgin pussy. She sucks and she doesn't let go until Karlee trembles from cumming in her mouth. After passionate kissing, she gives Karlee her panties to smell and then sits on her face. Mommy's girl Karlee licks her all over Mindi's soaking wet vagina, as she rocks her hips until she cums. Then Karlee rides Mindi's face grinding out another orgasm against her tongue. Mindi scissors her legs between Karlee's and the lesbians move their warm wet pussies against each other, tribbing ecstatically till they cum! Then the lights come back on, ending the power outage. But Karlee's still trembling, with pleasure!