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I placed my penis in her hand, and closed her hand around it. I storked myself with her hand for a bit and began leaking precum, so I moved back to lightly caress her breasts and belly. I moved my had down onto her thighs and felt the slippery nylon fabric slide against her warm smooth skin.I gently took hold of her legs, moved her sideways on the bed, and pulled her pajama pants off. Her pussy was smooth-shaven, and the outer lips opened as if to invite me in. I placed the head of my throbbing penis against her kitty and pushed just into her outer lips. Her body heat felt incredible as I stood motionless between her legs. Moving around to the other side of the bed, I carefully positioned myself over her head, and very gently entered her mouth upside down. The feel of the roof of her hot mouth against the bottom of my penis made my balls tighten, but I held off cumming. Fearing she would wake, I stepped back for a bit, and saw she was totally sound asleep despite all that had. Stimulation overload and I yelled into Marcy's mouth as I shot load after load into Joan's now wide open ass. My hips jerked spasmodically as I came. I pumped until the last tiny drop of cum was shot into that old lady's bowels. Marcy finally came up for air.I panted and moved down to relieve the pressure on my legs. The stick, of course went farther up my ass. I pulled it out and threw it into the case. Joan and Ernie were still in a 96. Joan's legs were buckling and I realized she had cum again."Ernie get out from under there." He complied. Pushing his face into her ass I ordered, "Now suck all of my cum out of it!"I moved around to Joan's face. "Clean my cock. Lick all of your ass off of me!" Without a word she opened her mouth and sucked me inside. She licked and sucked me like I was a candy cane. Amazing change in so short a time. When I was satisfied I pulled out and sat down. Ernie though was still going strong licking and sucking Joan's asshole. She moaned at his tongue.
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