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"You're way up my ass!" Brenda groaned to Paul. "I love the feel of your cock in me, Paul!"

Paul did not answer, but his groans were enough for Brenda. She knew that he was pleased with himself because of the delight he was bringing to her.

"Ron, oh, Ron… you're so good and hard. God, Ron, you're fucking my cunt and Paul's fucking me in the ass! What more could a person want?" she gasped.

Her hips jerked more violently as she rode the length of Ron's cock. The room resounded with the sounds of grunts, squeals, shrieks and moans, and yet the trio fucked on and on.

It was almost a contest now to see who could hold out the longest. Several times both boys had been dangerously close to coming, but they held on because they didn't want their pleasure to end too abruptly.

The room was vibrating from the thrusts of Paul's and Ron's cocks. Brenda dung tightly to the shag carpeting and groaned with delight as the boys cooperated by pounding into her with a frenzy that was indescribable.

Finally Paul could stand it no longer. His cock had invaded her depths as far as it could, and Brenda was squealed and writhing beneath him as she clenched his hard prick with her muscles. He just couldn't hold back any longer. His prick trembled as he felt the beginning tingle of his orgasm. With a loud scream that pierced the air, he pulled his prick back, raised his hips from Brenda's body, and then reentered her, ramming his cock into her as hard as he could. She screamed and clenched her fists, shouting obscenities, but he paid no attention to her cries. He didn't know whether they were cries of pain or cries of passion, and frankly he didn't care. At this point the only thing he wanted was to unload his jism into her body.

"God… oh, oh! Oh… I'm going to COME!" he yelled.

Paul's excitement was too much for Brenda. She ground her cunt harder onto Ron's shaft and yelled, "Paul… yes, oh, Paul… baby… baby… fuck me… fuck me real hard… Paul, I'm coming tooooo!"

Brenda's body bucked and she gasped loudly as she felt Paul's load of cream invade her asshole. Her body shook with convulsions as wave after wave of relief hit her body and her juices flowed abundantly. "Oooohhhh…" she gasped as her cunt contracted like an erupting volcano.

Spent, Paul pulled his wet prick from Brenda's tight ass and rolled over on his back on the floor and watched the others continue their bout of fucking.

Without the weight of Paul on her back, Brenda was free to move her body, and she eagerly went about it, rocking up and down, grasping Ron's hard cock with her cunt as she let his massive prick slide and out of her. Her squeals of delight were becoming more high-pitched now, and Paul began to look upon his two friends with a new interest.

Brenda's legs were spread wide as she knelt over Ron and lifted her body up and down on his cock.

"Good, Ron… oh, so good, your cock is still so hard… Ron… Ron… I love your cock! Please shove it in me harder!"

Brenda clenched her teeth as he raised his body off the floor and shoved his huge prick farther up her gaping gash.

Brenda was sobbing with passion. "Ron… oh, Ron, that feels so good! Ron, don't make me come! I want to feel your big, beautiful cock in me for a long, long time!"

In answer to her pleas, he rammed his cock into her as hard as he could and she responded by digging her fingers into his shoulders so hard that he knew she had penetrated his skin.

"Ron, oh, Ron…"

He ignored her groans and stabbed into her more brutally. His cock was feeling the most delicious of sensations, and Brenda's cunt walls were gripping him so tightly he could feel them closing in on his cock.

"Oh, Miss Andrews," he moaned, and he could feel the sweat trickling down his face as he soared up into the depths of her, ramming her cunt walls with his hard cock. "OOOHHHHH!" he shouted. "… Miss Andrews, I'M COMING!"

She maneuvered her body over his so that he could continue to plunge, push and ram into her, and she could feel his cum pouring into her body. They clung to each other, both gasping for breath.

They both lay quietly, numb and unable to move. She rested upon him and he made no move to dislodge his limp cock from her cunt.

Finally, he withdrew his cock from her and she rolled off of him onto the floor. Then she remembered Paul, who had been watching the wild scene for the past few minutes.

She crawled over closer to Paul and without a word took his swollen cock into her mouth and began to suck him gently. At first he didn't respond, but after a moment or two he began to move his hips and began to fuck into her mouth. He groaned and gasped as she sucked noisily, licking vigorously up and down the entire length of his huge prick.

His soft moans of pleasure were exciting her. "Oh, yes, Miss Andrews, that feels so good, and I'm going to come again… yes, oh, Miss Andrews… ahhh!" His body began to twitch violently as he felt himself moved by convulsions of tingling pleasure.

Brenda abruptly dropped his cock from her wet mouth, as she didn't want him to come so soon. She had other ideas for her lover. She rolled over onto her back and pulled Paul atop her. He started to kiss her and fondle her voluptuous breasts and she sighed at his touch.

"Miss Andrews," he murmured, "you're always sucking and tasting my cock and I hardly ever get to just plain old fuck you!"

Hungrily, she lifted her body toward his and maneuvered her pelvis so that it was in direct contact to his prick. She wanted to feel as much of his cock as she could, and she began to lift her hips to meet each new thrust of his prick. Her fingers groped for his ass, and he could feel her finger touching his asshole.

Oh, God, I've got to hang on, he thought. I don't want this fantastic feeling to end so soon. He groaned and clutched Brenda closer to him. I don't want to come… I want to fool around with her some more!

Brenda acted startled as he withdrew his cock from her surprised cunt.

"I've just got to cool off a bit," he said. "Miss Andrews, get on your hands and knees for me."

She sighed as she got on her hands and knees and lifted her firm ass in the air. His eyes took in the beauty of her bottom, her gaping cunt and anus, and he began to use his tongue, his mouth and his fingers to explore all of his favorite things: her clit, her cunt and her asshole. By licking and touching he soon found out what really turned Miss Andrews on. She groaned and cried aloud as he sucked her clit into his mouth, and she began to move her hips frantically, trying to keep contact with his mouth.

"Paul… oh, Paul… you're going to make me come!" she shouted. Her body was writhing convulsively and her squeals and moans were growing louder and louder. Paul was pleased with the results he had created, and lustily he turned her on her back once more and kissed her hard, pushing his tongue into the depths of her mouth. Grabbing her tit with one hand, he used his other hand to insert his throbbing cock into her anxious cunt.

Her breathing was hard again as he pistoned his cock in and out of her gaping opening. He could feel her cunt enveloping his hot, slick prick in its tight confines, and he groaned with the pleasure of it all.

He knew he couldn't hold out too much longer, but he didn't want to quit. The jolts of pleasure that he was feeling every time she grasped his dick with her cunt muscles were sending him into spasms of delight.

Brenda sensed that the boy was close to coming. She wanted to prolong her pleasure for as long as possible, so she pulled back and slowed the movement of her hips. He followed her lead and drew in and out of her ever so gently as she lay almost passively beneath him.

The slow fucking was good, Brenda decided, but she couldn't control her body too much longer. She began to writhe. His prick picked up the tempo and began to thrust deeper into her. She groaned as she felt his body slapping against hers. Sweat poured down his face as he ground deeper into her. He raised his body up and watched with fascination as his hard cock pounded into her. Her eyes were closed. He thrilled as he saw her huge tits move upward as he plunged into her? He sighed as he realized it would be over shortly. Neither one of them could last much longer. He could hear Miss Andrews moaning, and he knew her climax would overpower her at any second, and his cock would ram into her for one final time and then unload its cream into her happy cunt.