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Brad felt her arms tighten around him and her mouth increase its pressure on his shaft. He felt her tongue as it lapped him gently from the tip to the base of his cock. Then he felt her soft hands as they gently held his balls and one finger probed further and touched his anus.

She pulled away from him, temporarily dropping his prick from her mouth. He made a motion to her to lie down, but she wasn't finished sucking him yet. His engorged prick was waiting for her mouth, and she lost no time in regaining her grip on him.

Her probing tongue was seeking out the folds of his foreskin as she persistently licked and lapped his swollen rod. She could feel his balls tighten as she touched his anus once more.

His mind was spinning as she lapped fervently, delighting in licking every inch of his swollen cock. He was going wild with ecstasy as she traced the length of him with her practiced tongue, nibbling and kissing and licking… nibbling and kissing and licking.

Brad's balls were tingling with delight as she sucked each one gently into her warm, soft mouth.

Brenda might be an old-maid, he thought, but she sure knows how to give a good blow-job! He shuddered with joy as she lapped in spirals up and down the length of his smooth cock.

"Brenda… oh… oh, Brenda," he moaned. "Oh, that's so good… be careful, Brenda, or I'll come."

She let go of his balls and concentrated on his asshole. Her finger poked toward his anus and she began to caress the opening. She was working on his cock and stroking his asshole at the same time.

"Brenda… don't!" he gasped. "I'm going to come in your mouth and I want to fuck you!"

She paid no attention to him. She lapped faster and faster.

She paid no attention to him. She lapped faster and faster.

I'm going to shoot my whole load in her mouth! he thought. She's deliberately trying to make me come! He tried to pull away but her lips encircled his cock and she held on tightly.

"Uhhhh…" he groaned. The pleasure was so intense that he felt weak. "Don't make me come, Brenda!"

It was too late. Brenda had ignored his warning and continued to suck noisily on his cock. She squeezed his balls gently and then harder and harder as she waited for Brad to explode in her mouth. She grasped his ass firmly and pulled him deeper into her mouth.

"Come, Brad! I want you to come in my mouth! I want to lap up all your cum, I want to swallow your cream. I…"

She didn't have to wait any longer. Unable to control his ejaculation for one more second, Brad grabbed her frantically as he shoved his jerking, pulsating, throbbing cock deep into her mouth. Spasm after spasm of mind-shattering jolts shook his body. He recoiled and lunged forward again, his shaft spewing its load of cum into her mouth.

"Brenda… oh… Brenda! I'm coming… commmming!" he yelled, and with one final push, shoved his cock as deep into her mouth as he could.

She felt him unloading his cum and she clawed savagely at his asscheeks as she pulled him to her.

As the exhausted Brad slipped to the floor, he pulled Brenda with him. He could not talk; he was spent with emotion and his cock fell limply against his thigh as he lay on the floor gasping.

When he regained his senses, he looked at Brenda apologetically. "I told you not to make me come, now I can't fuck you like I wanted to."

She smiled at him.

Maybe she gets her kicks by sucking off guys, Brad thought. Well, if the bitch doesn't want to get fucked, then the hell with her.

One thing was certain, Brad was finished with his lovemaking for the day. The way he had shot his cum, it would be quite a while before he could perform again.

"Brenda, I'll bring you off if you want me to," he murmured.

She kissed him deeply. He began to kiss her neck, her ears, and finally rested his lips between her breasts. He pulled her blouse open and unhooked her bra. He gasped as he saw her two huge tits fall free and sway. His kissing was more earnest now as he trailed his lips across each nipple, pulling his head back when each nipple grew erect.

Brenda was sighing as he reached under her and unzipped her slacks and pulled them down below her hips and then her knees. He dropped them to the floor and then pulled her panties below her knees. He breathed harder as he saw her hairy cunt Brenda was barely moving as he undressed her, she just sighed and lay back on the floor invitingly.

When he finally had pulled her panties off completely and he saw her cunt before his eyes, he traced his lips down the length of her body and then poked his tongue into the folds of her moist pussy. He parted its lips gently with his tongue and began to lick her clit. He was surprised to find that it was a small, pink bud, but erect and firm. He withdrew his tongue and gently put two fingers into her cunt opening.

She was moist with her juices and he was truly sorry that he couldn't fuck her the way she deserved to be fucked. Oh, well, he reasoned, tongue-fucking would have to do for now. He pushed her back on her elbows so that he could get closer to her cunt. He buried his face between her legs and she squealed violently as he began to tongue her. Her juices were oozing from her opening and he hungrily lapped them with his tongue. Her reaction was one of frenzy. She began to heave her hips up and down while she sighed deeply. His tongue plunged deeper into her love-starved cunt as she yelled, "Brad… oh, Brad… oh, darling!"

The bitch is really turned on to me, he thought. She's so hot right now, I think she's going to come. Too bad I can't shove my prick up her cunt and really fuck her like she's never been fucked before. Realty, a grown woman fucking a kid! She probably didn't even come, sure wish I could fuck her like she deserves to be screwed. She'd really know it if I rammed my rod up her cunt!

He jammed his tongue into her cunt deeper as she gasped and moaned as the pleasant sensations enveloped her.

Brenda had maneuvered into the sixty-nine position, and she hungrily sucked his limp prick into her mouth.

Several minutes passed as he continued tongue fucking Brenda as she joyously answered his tongue thrusts with her moans of delight. His tongue flicked in and out of her hungry cunt and her moans were louder as he stroked her clit rapidly with his tongue.

There it is, he thought, my prick is getting hard again Brenda was making slurping noises as she hungrily sucked him and he began to move his hips frantically, trying to get his cock deeper into her mouth.

He quickly pulled his hard cock from her astonished mouth and reversed his position, pulling her legs far apart as he rammed his cock deep into her cunt.

Brenda lifted her hips off the floor as he entered her. She groaned and gasped with delight as he stroked harder and harder into the depths of her cunt. She was frantic with passion as she wrapped her slim legs around his back and pulled him closer and closer to her. He cried out as her nails dug into his back. She answered by squealing and shrieking with delight as he slapped against her body, his thrusts matching her rhythm as she rolled to and fro, spreading her legs wider and then clamping them shut so that she could feel as much as possible of his hard hammering cock.

"Your prick… your cock feels so good in me!" she gasped. "I love the way you fuck! I love it in me! Oh, Brad… shove your cock into me harder!"

She was convulsing beneath him, her legs wrapped around him. She could feel him about to burst inside her. He slowed his pace a little as he realized she was close to coming. Deliberately he stroked in and out very, very slowly. She raised her hips toward him and strained to feel every inch of his cock within her. He was moving in and out of her with long, easy strokes, and she was tingling with each new thrust of his prick.

Hoarsely she yelled, "Fuck me, oh, fuck me! I love your prick!"