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Instead of responding he stepped in front of her and putting his hands on her plump rear he pulled her into a kiss. She yelped in surprise but then opened her mouth and fed him her tongue. Without hesitation his hands ran up her back and up to her shoulders. Pushing himself against her he slid his fingers under the thin straps of the leotard. He paused there and looked into her face. She had closed her eyes and was sighing. That was enough for him; silently and slowly he unpeeled the sweat soaked garment from her moist skin.

Her breasts, once free of the clothe spread against his chest. He could see the white tan lines which revealed her shyness and modesty but also highlighted the wide round areolas and firm nipples. Her hands were around his neck now and she was kissing him fervently, her tongue rolling and probing and tasting his mouth. He continued to push the fabric down over her delicious ass and off her thighs. It dropped to the floor with a damp plop.

Again his hand grasped her plump derriere and his fingers squeezed firmly through the thin fabric of the tights

Karen was standing on her toes grinding into him and with one hand she was pushing up her naked breasts up towards his face. With her other hand she guided his head down to those delicious scoops of creamy sweet flesh.

As his mouth greedily gobbled up her nipples still salty and sweet from sweat Karen's left hand pressed his head encouraging him to take all over in. Meanwhile her right hand started to glide down his chest and reached towards his crotch. Their bodies were grinding together so her slender but strong hand had to squeeze in to stroke his cock through the cloth of his shorts. Her tongue stretched out to dig and twirl in his ear. She was cooing softly in her arousal.

"Mom, this is so nice. You feel so good. That's right - suck on both of them. Ohm, I love your hands on my ass. You feel so good. So strong. Do you want me? Ohm, that feels good. I haven't had a man in a long time."

Ed had moved his hands up her spine and then plunged down again driving his hand under the elastic of the tights to press the bare flesh of her succulent bottom. One hand came around and tickled her flat tight belly before reaching into the tights to lay claim of her clit. She was already soaking from her pleasure session alone in the boxing ring. His middle finger anchored into her pussy and his thumb began to work the nub of her hungry clit.

Karen squealed with pleasure and strained on her toes to feed her lush bosom into his face. His tongue was licking franticly over her whole chest. She released his cock and squirmed and wriggled to get his tee shirt off; he refused to let go of her pussy so it just hung over his wrist. She was pressing her awesome breasts into his chest now and wriggling and twisting, reveling in the sensation of skin to skin.

Her soft hand slid down his bare back and over his ass still covered by the shorts. They floated down his thighs lightly scratching and teasing. Then the finger slipped up and through the leg of his shorts she took hold of his cock with both hands.

As soon as her warm soft hands made contact with his rod she slipped her tongue into his mouth and dug in deeply tickling the back of his throat, then she pulled his tongue into her mouth and she sucked on it as if she wanted it to burst.

"Mom, you taste good." she sighed when their mouths finally broke for air. She glanced down at the bulge she was holding under his shorts and then looked up at him. "Do you taste good all over?"

Still looking in his eyes she stuck out her tongue and began to lightly lick his face and neck, slowly and sensuously working her way down over his chest and belly. He reluctantly let go of her pussy as she knelt in front of him still looking up at his face. She smiled and licked her lips. One of her hands still gripped his cock but she used the other to slowly tug the shorts down. Her tongue was making little circles around his navel then as the shorts slid down she licked the skin as it was reveled.

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