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She studied the professor's body and decided he was even more muscular than she'd supposed. He had bulging biceps and the trim waist supported a tight ass. He was really driving his long prick into the girl's cunt.

Virginia suddenly hated Nancy for taking this man away from her. It was very irrational. Nancy hadn't taken him away because she'd never had him. The very thought of letting his cock slip into her pussy, then rock back and forth in the well-greased cunt was repulsive to her. But still, he'd been turned on by her. HER!

And she was only allowed to watch the fun the two were having.

"Wrap your legs around my waist," he said. "I like to feel my chicks all around me. It keeps my cock where it belongs, too."

"And where is that?" she teased.

"Right here," he said, driving his prick all the way into her cunt, then grinding his bush into hers.

"Oh, up my cunt. That's where you meant!"

"Yeah. Up that steamy hot cunt of yours. And damn but you're squeezing down even harder on my cock. How do you do it?"

"Practice. But I'll be practicing a million years before I find a prick that can fill me up like yours!"

He pushed the palms of his hands flat on the rough rock to get better leverage. Virginia watched at he lifted himself up and pulled the girl's body with him. She was treated to the sight of the long, red, well-greased prick splitting apart the girl's pussy lips.

The pink flaps of her cuntlips parted, in a lewd kiss. It was just like Phyllis' lips when she sucked in Frank's cock, but this was millions of times more obscene, lewd, perverted.

The spying girl could hardly believe her eyes. This was happening and right out in plain sight. It wasn't a mirage. This was the real thing. Joe was fucking the hell out of Nancy's little pussy.

She watched as the purple tipped cock separated the inner pussy-lips before plunging all the way up the cunt. The glitter of dewy drops sparkled all over the coed's tush.

The lewd smacking noise as he drove his hips forward and his cock fucked deep up the girl's pussy seemed to echo. The sounds rang in the spying coed's ears and threatened to drive her mad. She wanted to flee. There was no reason she should watch these two debase themselves like they were doing.

As if rooted to the spot, she stood and watched. And found herself beginning to respond. She hated it. She couldn't come to rips with the fact that her breathing was coming faster and sweat beaded her forehead. And the damp spot at her crotch spread like wildfire.

She was getting off on watching her professor fuck one of her friends. And she was damning herself for turning him down. That could be her pinned under his weight. She could be the one moaning with pleasure. Her cunt could be filled to overflowing with that thick plug of cock.

But no, she was a good girl. She couldn't do things like that. She hated herself.

Her fingers slipped down into her jeans. Her white cotton panties were soggy from her inner oils. When her fingers found her juicy twat, she never hesitated. Her fingers crammed all the way up to the third knuckle. She gasped with the enormity of the feelings that caused inside her.

It felt like a sledgehammer had smashed into her guts. Electric tingles blasted into her body and spread with surprising rapidity. She felt weak in the knees. Propping herself against the rough stone, she began masturbating as she watched the two fucking their brains out in front of her.

"I love the way you make it feel inside me, Joe."

"Like this, you mean?" he said, corkscrewing his hips. He groaned as he drilled deep into her pussy. He loved his job as a professor. There was never any lack of ass to fuck. Every good-looking chick was willing to jump into the sack with him in exchange for a good grade.

Hell, these days, some of them were willing to spread their legs for nothing more than a good fucking. He liked those kind best of all. And Nancy was one of them.

"You cock feels so big. Biiiig! Umnimm, I, ooooh!"

"Shit, watch it! When you came? I felt that juicy pussy of yours clamping down all around me. Felt like I'd fucked into a seething hot vise."

"Think I'll melt down that iron poker you call a cock?" she teased.

"No, but damned if I'm not going to let you fry!"

He fucked even harder and faster. Virginia wet her lips. Her vision blurred now and then but she always refocused. She had to see what was going on. This was fucking. This was the obscene thing all the others talked about endlessly.

She didn't really see the attraction. It was like having even more fingers bunched up her cunt. She stroked back and forth until her cunt fluids dripped into her hand. There was an obscene noise now as she masturbated.

The noise was almost the same as from the two fucking. But she somehow doubted the sensations were exactly the same. She wasn't caught up in the obvious ecstasy that made Nancy's face a rigid mask. The girl was thrashing around on the rought rock, out of control.

Virginia felt nothing this intense. She looked in amazement as Nancy closed her eyes and bit down on her lower lip. The coed's hips seemed to go wild while Joe was still fucking hard into her cunt.

"Oh, shiiiit! I can't taaake it any longer! I'm commming!"

The man's hips speeded up. The girl seemed to hang on the edge of a great emotional and physical release, then the friction of the man's prick against her cunt walls pushed her to orgasm. She screamed and wildly hunched up to meet his incoming prick.

"Gimme more of that delicious cock? More, damn you, mooooore!"

Virginia wasn't certain but she guessed the girl had climaxed again. She couldn't imagine how fucking could be such an intense experience. She was alive, more alive than she could ever remember being, just from her fingers in her twat. And she felt nothing so grand as that which Nancy obviously did.

Joe was puffing like a steam engine. "Damn you! My balls are at the breaking paint! You're gonna twist my cock off inside you if you keep that up."

"Just so long as you keep this up!" Nancy reached down and found the man's balls. She pulled and then began caressing them. The look on the professor's face was one of mixed lust and agony.

"I can keep it up. But for how much longer I don't know. That's one hell of a greedy cunt you've got. Feels like it's suckin' me all the way up into your belly."

"Like this?"

He groaned but his hips never broke the frantic rhythm of his fucking.

"Yeah, I can massage your cock all the way along my pussy. Well-trained muscles. And the way the friction builds up when I do that!"

The girl moaned softly and limply fell back onto the rock. Virginia couldn't guess at what was happening. The wanton girl's legs slipped to either side of the man's driving body. When Nancy began wiggling her legs like, a butterfly fluttering its wings, Virginia began to understand.

The girl was tightening her cunt up around the thick cock. She was squeezing down on the man so that she could get even more pleasure from the already exciting fucking.

Virginia moved her own legs experimentally and found that she experienced a lot more stimulation in her own cunt when she did that. Moving her legs actually tightened her cunt around the fingers she was using for her self-fucking.

She began rubbing up and down on the stone. It clawed at her back, made her even more acutely aware of where she was. It didn't matter. She felt the inner urges building up to even greater levels inside her.

She wanted something other than her fingers up her twat. She knew she wasn't going to get them. She had to get off on her own.

Fingers sought out her clit. The little nubbin of erectile flesh was throbbing. It had already popped out of its sheath of protective skin and was begging to be diddled. She stroked up and down and felt lightning bolts searing into her flesh.