She looked like she felt good too, her eyes were half open, she was smiling up at me, her back was starting to arch, and the feeling got stronger, I started breathing really heavy. I fumbled trying to get her shirt off, she moved forward so I could. Once I had it off she unhooked her bra.I couldn’t believe she was allowing me to do this.I looked down at her boobs, they were small and rounder near the bottom, I bit my lip and smiled as I moved down toward them and licked her left one from bottom to top and my mouth decided where it should be. I sucked on her breast while my other hand was on her other side, until I felt the urge to put my hand further down. Hesitantly I slid my hand down her body and under her skirt. I didn’t want to freak her out now that we had gotten this far.While I was doing this, Carly started to take my shirt off, so I stopped and helped by putting my arms up.She giggled, "You're not wearing a bra." I know," I said flirtatiously as she unbuttoned and unzipped. "Her answer was to take my hand and lead me to her bedroom. I left my tool belt on the kitchen table as we left. In her bedroom, I took off her robe to feast my eyes on not only her flesh but also her mature underwear. She had a shy look of innocence on her face as I spun her around but she heated up as we kissed again and now she was unbuttoning my shirt. Next, she put her hand on my erection as I pulled my shirt off my arms. I think once she realized just how excited I was her inhibitions seemed to vanish and she struggled with my belt as she tried to undress me. I finally had to undo my pants but once open she pulled them to my knees as she sank with them.She marveled at my cock as if it was the first she ever seen. She held it in her hand, while she looked it over almost in awe. When she put it in her mouth, I was the one in awe as she sucked me like an expert. She stopped just in time, as she seemed to know just before I had gone too far. I lay on her bed with my dick in my hand.
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