Police said the unidentified woman, 34, was in the check out at a Baja Ranch Market in Covina at about 6:30 p.m. Wednesday when they were approached by at man.
After giving mother and son several compliments, he asked if she would sell him the boy.
She refused the bizarre request, but he continued telling the boy he was very beautiful, NBC Los Angeles reports.
The woman tried to wait in the store's lobby until the man was gone and she believed it was safe to go, but upon heading to her car he drove over in a champagne-colored Honda Pilot.
Another unidentified man was in the passenger seat.
''Oh look, it’s you! It’s both of you. You’re so beautiful,'' she told police he complimented her again.
She demanded they leave her alone, but the man who complimented her got out of the vehicle, pulled a $100 out and asked to purchase the boy.
She thought they would kidnap the boy but instead dropped the cash in her shopping cart, told her to keep it, then drove away.
The pair are said to be a 5'8'' 45-year-old weighing roughly 200 pounds in blue jeans and a brown button down.
The other was in his 50s, about 6-feet-tall and 215 pounds in a white shirt and tan pants.
Store surveillance footage has been released to help identify them.

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