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Melanie's hand fell to his lap and moved along the crotch of his pants. She squeezed the bulge that was rising up.

The both of them were breathing heavy. His cock seemed to jump to attention when she touched him there.

Carter began to unbutton the front of her dress. Without a whimper she succumbed to his groping, trusting him implicitly.

He flapped open her dress front and massaged her heaving breast through the heavy fabric of her bra.

Her little hand still had hold of his rising cock. It was getting hard just from her touch and it felt hot even though it was still inside his pants.

She found the zipper and pulled it down. She groped inside his pants for his erect member. Touching it thrilled her to the marrow.

Her hand wrapped around his stiff cock and pulled it free from his pants. Her cool hand gently jerked up and down.

Carter inched his hand inside the bra and cupped one breast. His fondling sent thrills of delight pulsing through her. He reached a hand to her back and unclasped the latch of her bra. Her hot tits spilled out into his hands.

He felt the stiff nipples with his tweaking fingers and then palmed her meaty tits while they tongue-kissed.

Carter's tender gropings caused Melanie to breathe heavily and grip his cock real tight in her little hand.

It was hot and hard and she reveled in the mere touch of it. She kept jerking it gently and ran her thumb on the bulbous tip.

Carter bowed his head to her tits and took each nipple into his mouth one at a time. He flicked his tongue all over the hard nubs.

Melanie was incensed and pulled on his cock. She could feel the blood surge inside it as his cock rose to full erection.

As Carter made love to her flaming tits her clit began to tingle. Even her cunt was wet from his wonderful mouthing.

He reached a hand under her dress and felt for her vee beneath the folds. Her panties were already wet from her flowing juices.

He moved his hand over the tender area of her crotch and felt her cunt lips with his fingers through the soft fabric.

He pulled her panties to the side and his fingers probed the folds of her juicy cunt lips that twitched with excitement.

When he found her dripping hole he poked his finger inside. Melanie gasped as he wiggled it from side to side.

His finger kept plunging upwards in her hot gash as his mouth still worked with feverish intensity on the pert nipples.

Melanie took a good hold on his stiff cock and strummed it in rhythm to the finger that rode in and out of her flaming pussy.

Her gasps changed to high-pitched squeals of pleasure and Carter took his mouth from her tits and kissed her to hush her up.

He forced his tongue deep into her mouth. With his mouth clamped on hers and his fingers running in and out of her Melanie was breathless.

As he brought her to a fever pitch she concentrated on her own mounting pleasure and even stopped jerking his cock.

He broke their kiss and returned to her breasts to mouth them lovingly. He pushed them together and sucked both nipples.

Once more his hand dropped to her gash and instead of inserting a finger he strummed the area of her swollen clit.

He tweaked it between two fingers. Melanie's breath caught in her throat and the expression froze on her face.

Her eyes rolled inside her head. She bared her teeth. Then she moaned delightfully when he plunged his finger back inside her.

He felt the walls of her cunt form around his probing finger. Her spasm made her vibrate in Carter's loving hands.

The way she vibrated was a wonder to behold. Carter had never seen her look more beautiful then at this moment.

Her face was radiant and her cheeks pulsed with fiery intensity. Her whole head was surrounded in a rosy aura.

When she passed through the wave of orgasm and regained her senses, she smiled and her expression was one of sweet satisfaction.

She still held Carter's cock firmly in her grasp. Now that he had satisfied her she was going to do her best to give him the same kind of thrill she had just experienced.

He moved back on the couch as Melanie smiled and held his cock and then bent her head down onto his lap.

She held his cock straight and kissed the purplish tip that throbbed and pulsed from the blood surging within him.

She put the bulbous cockhead in between her succulent lips. Slowly she drew the entire length of his staff into her mouth.

She was totally enraptured by the sweet taste of his meat. It was a fine taste inviting her to gobble down more of it.

She felt the cock lurch inside her warm and tender trap. She lifted off it when that happened fearing that she had accidentally hurt him.

"Please, don't stop," said Carter.

"Are you sure you're all right. I thought I hurt you."

"No, it was wonderful. Keep sucking, won't you?"

"Of course, Carter. Anything you want. Just ask."

He held her face in his hands and lowered her head back down on his cock. Never in his life had his cock been so hard.

She ran her tongue all along the hard staff. She licked it up and down as if it were lollipop that happened to be made of flesh and blood.

She stretched out her tongue and gently flicked it on the rounded cockhead. Her hands played with his balls.

Then, without warning, she swallowed the whole staff into her mouth and sucked on it very hard, the tip banging against the back of her throat.

She lifted her head and took her mouth completely off it. She kissed his throbbing cock from tip to stem.

Carter thought that his cock would burst at the seams. Never in his life had it been so bloated as this.

It pulsed in rhythm to his fast-beating heart. Melanie nibbled on the sides and then mouthed his sac of balls.

Carter sucked in air when he felt her warm mouth encircle his bag of nuggets and her tongue brusquely play with them.

"Easy, Melanie. Go slow. They're sensitive."

"Oh, I'm sorry Carter. Please forgive me."

In order to talk to him she stopped mouthing his cock. But she smiled at him while rubbing his tool along her face.

She was driving him crazy with her slow cock sucking. He didn't know whether he wanted to blow his load or continue enjoying her crazy mouthing.

She kissed every inch of his turgid member and then once more drew the tip of his cock between her lips and sucked.

Inch by inch she took it into her mouth until the whole shaft was firmly lodged inside and the tip banged into her throat.

He thought that this time he would come for sure. His balls tightened and the shaft stiffened but then once again Melanie removed her mouth.

"God, Melanie. What are you doing? You're driving me crazy."

"What's the matter. Don't you like it."

"No. I mean, God, yes. But my blood is boiling. I can't take any more."

He looked down at his stiff prick. Veins were popping out of it that he had never seen before.

"Melanie, you better get me to come before I break something."

She opened her mouth wide. Without his cock touching inside her mouth, she flicked her tongue up and down the shaft.

Her insane mouthing was making him frantic. With her cheeks puffed out she swallowed down his cock and ran her lips up and down it.

Just as her lips were about to brush on the hard rim of his cockhead, she opened her mouth wide and lapped the tender underbelly with her tongue.

Then her mouth dived back onto his cock and gulped it down. Her cheeks remained puffed out and nothing touched his dick but her lapping tongue.

All she had to do was suck in her cheeks and close her whole mouth on it and he would blow his load down her throat.

Melanie did just that. As if she had just read his mind she clamped her mouth on his hot cock and bobbed her head up and down.