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Then I moved my lips onto his neck, then his shoulders, down his chest as his breathing got heavier it wasn’t long until my tongue was dipping in his button, then down his pubic line, with his hand on the back of my head I ran my tongue over his thick member in his boxers, he groaned loudly. Slipping down his boxers I unleashed his cock, it was a good 6” same as me.Pulling his boxers down to his ankles I licked his shaft and then his balls as he groaned, licking back and forth over his shaft he was moaning loudly. I sat back up and reached into my jeans pocket and pulled out a condom, unzipping my pants I took them off completely, then pulled down my undies, my rock hard cock stuck up skywards.Opening the condom I knelt down and using my mouth rolled it over his hard on, he grunted again, licking his shaft I rummaged around in my jeans pocket for the lube I usually carry, squeezing some out I covered his erection as he smiled, standing up I straddled his lap as my cock was on level. She looked thoughtful and slowly took off her top.I was stunned, I had never thought of her in this way. But was very turned on, even at 48 she had great pert C cups - I was astounded. She could see I was hard and looked and said perhaps we should stop now. Lets go to bed and no monkey business. I stripped down to my boxers and Rachel got in wearing her knickers and no top. I put my arm round her and she repeated - no monkey business. Slowly, even with the tension we fell asleep. At about four in the morning I woke up - I was bone hard and in a spoon position with rachel and my arm was wrapped around her. I gently pushed my penis against her bum - it felt glorious. I was so hard, I was throbbing so I pushed gently again mmmm and again mmm. Then much to my surprise I felt a gentle nudge back. I kept going slightly harder, the push backs got more intense. I chanced my arm and gently rubbed a nipple, I was met by a low murmur. Then her had came back and felt my cock, she pushed the skin.
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