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She looked incredible, legs spread revealing red swollen pussy lips that were glistening with her juices up to her breasts topped with light brown areola and hard nipples. Her face was a bit flushed from her recent orgasm. I leaned forward, covering her body with mine. Feeling her bare body against mine was wonderful. I kissed her as I moved my hips sliding my cock back and forth between her lips, then sliding downward to finally take one of her nipples into my mouth, sucking lightly. Her hands ran over my back and cradled my head against her breast. Switching my attention to her other breast, I kissed my way over and gave it the same treatment.

I slid back up and the head of my cock slid partly into her. "YES!" she moaned, as I entered her slowly, and inch at a time.

"You are so tight...and hot!" I whispered to her.

She wrapped her legs around me and tried to pull herself deeper onto me. "God you feel incredible Paul! But stop teasing me! I told you I wanted you to FUCK ME!"

I replied "Yes Mam!" as I thrust all the way inside her, my balls slapping against her ass. I started thrusting hard and fast into her, shaking her entire body with each thrust. Her fingers were digging into my back and I was glad she didn't have long nails and there wouldn't be any scratch marks.

When I felt myself starting to cum, I stopped and pulled out of her, which was not received well by her at all. Before she could say anything I told her I wanted to fuck her from behind. She compliantly rolled over and presented her incredible ass up to me. I straddled her legs and nuzzled up to her rear. She was so wet by this point that I slid in easily. I pushed her down to the bed till she was lying on her stomach, and then sunk every inch of myself into her, she was so tight and deep like this! I could feel her smooth ass against my hips with every thrust into her. I reached up and wrapped her fingers in mine as she started to push back, matching me thrust for thrust.

I was trying my best not to cum, as I heard her moaning with each thrust. "Oh god Heather I'm going to cum!"

"YES! Cum in me! Cum with me!" As I couldn't hold it any longer I thrust hard into her, once...twice then felt her body tense around me, her pussy milking my cock for every bit of cum that it could. Her mouth was open in a silent scream as she orgasmed, and I was doing my best to make it last as long as I could.

When I couldn't hold myself up any longer, I lightly laid down on top of her, covering her body with my own. She gave a small whimper of appreciation, but I could still feel small tremors occasionally running thru her. I held her for a while, but eventually rolled off her, as I didn't want to smother her beneath me. When I did finally roll off, my softened cock slid out of her, causing another tremor to run through her body. I curled up next to her and kissed her, which she returned slowly at first, but quickly started to kiss back with vigor.