We crept up slowly, using trees as cover, til we could see one man with his pants at his ankles being sucked off by the other man who had his big dick sticking out of his pants, jacking off while being face fucked. The guy doing the fucking was grunting and groaning, pumping in and out of that wet mouth like it was the best pussy ever. Jim and I watched awhile, and I couldn't help but squeeze and rub my meat outside my jeans. I glanced down at Jim and was surprised to see him doing the same. "This is making me horny, hewhispered, do you mind if I jerk off?" I shook my head no and Jim pulled out a very impressive cock. It was at least 7 inches long and had a big, red, bulbous mushroom head. As he watched and slowly stroked, I pulled mine out to do the same. As we watched them, the two guys moved to the top of the wooden picnic tables, lay down for a 69 and were sucking each other with relish. Glancing at Jim's meat again, I noticed precum dribbling out the head as he. I moved closer to her and laid my hand on her butt cheeks. She didn't move. (Should I get braver i asked myself) I lay quiet slowly beating off. I moved and laid my hand over her waist. Again she didn't move. (She was still sleeping) Moving right up against her warm body. She didn't move. I touched her stomach; she rolled to her back as her arm fell to her side. (Her hand was just inches away from my hard dick) her titties were not like a woman of 44. They stood out straight. No sag in those breasts. The areola are about the size of a 1/2 dollar & nipples like AA batteries.Very slowly I picked up her wrist laying her hand on my balls. she still didn't move but her light snores stopped. She was still making small spit bubbles. (A good sign) I lay there thinking how to get her to jerk me off. Suddenly her fingers closed around my woody. Even though she was still making her sleeping sounds and slowly she began to move her warm hand over my stiff dick. I gently moved her hand up and down.
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