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What have you got in mind?” I responded. “I like what you did before,” was all she said, putting her hand on my thigh. “Undress for me,” I d...rected, knowing that she liked to be told what to do. Jeanine stood, pulled off her sweater and undid her bra, dropping both onto the floor. It had only been about two hours or so since we had enjoyed each other in my bed. Yet, I was still taken by how perfect her tits were. They seemed large, but that was more a result of her thinner body. They were firm. Carol's face differently looked aged but as I felt her body with my hands and pressing against me she still felt pretty firm. She pulled my tshirt off and started kissing my chest stopping at my nipple to lick and kiss it. My pants were getting tight. I unbuttoned her shirt and removed it. We went back to an embrace and kissing. I was running my hands on her back and was surprised how smooth her skin was. Carol reached down started undoing my pants,then pulled them down dropping them to my. Just when I thought it couldn’t get any better, he moved in front of me and drifted to his knees as his tongue moved from my breast, down my stomach, and to my waistline. He pulled my shorts and panties down to my knees as his tongue continued downward to the top of my vagina. I thought I was going to faint. He began to flick my clitoris with his tongue before licking up and down my slit, prompting me to spread my feet apart, both for balance and access. I could feel the wetness. Again, I. I have to admit, I have never been so turned on like I was watching her make love to another man. She was riding him hard, and he was loving it. She had her first orgasm, and she almost started crying. I proceeded to turn her over and enter her from behind, she grunted as him slid that big cock inside. I watched him spread her cheeks and labias to get full depth while penetrating her. He started out slow and deep as he mounted her from behind. He grabbed around her shoulders and started fucking.
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