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I awoke sometime later to a wet feeling on my cock. Through the darkness I could see Kelly's head bobbing up and down over my shaft. Her warm mouth encased my cock, taking it in in deep long strokes...sucking strongly on each up bob and slurping on each down bob. I pretended to stay asleep thinking to myself this little thing can't get enough.

Kelly continued sucking my dick, as my eyes adjusted to the darkness I could see her on her hands and knees, her ass was right in front of my face, and I could see she had removed her panties. Kelly started running her tongue up and down the shaft, stopping to suck my balls into her mouth, my cock was getting hard in a hurry, swelling up. Kelly looked back at me for a second, and I quickly closed my eyes. She went back to work on me, and then she reached her hand down and started fingering her cunt. I could see her hand rub her puss through her legs, moans started coming from Kelly, and as she increased the pace on my cock, she increased her hand movements. Kelly stuck two fingers up her twat, while grabbing hold of my cock and pumping me with her mouth. A loud moan escaped her mouth, and she suddendly stopped, and looked back at me, I thought she caught me watching her, but she just scooted foward over me, and sank down on my cock.

She was so wet that I could hear a sloshing sound when she impaled herself. She was fucking me, up and down she went, her moan started again and so did her pace, I decided that I could take no more. Seeing Kelly humping me, her skirt gently tickling my stomach on every down ...

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