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She was humping my head and holding me in place with her hands. As i kept working her without letting up, her legs started shaking, and she was constantly dragging in ragged breaths between her gasps and moans. I must have kept that up for several minutes (my tongue felt like it was going to fall off) when she finally dragged my head away. Still breathing heavily, she said "I can't feel my fingers, and i'm dizzy... i need a break." I smiled with my sodden face. If she hadn't pulled me up, I probably would have made her faint. I held her tight, and we held each other quietly as her breathing slowed to a normal pace. she reached down to my pants and unzipped them. she took out my hard dick, and started rubbing it. "Jenna, i have to get you home by eleven," I said, doing my best to ignore her hand sneaking down to play with my balls. "But i want to make you cum, too," she pouted. I kissed her and and slid her hand out of my pants. "Next time. I. Old lady. She wasn't actually that much older 28. During the class we started talking. Ater class we met for coffee and talked. We had a lot in common; books, photography, antiques. She had this weird idea that she was reincarnated from Russian aristocracy...that was fucking weird but it wasn't like she paraded around telling people to bow to her. For several weeks me hung out together doing stuff and there wasn't anything sexual going on. One day we had been browsing antique shops and when we were finished she came to my apartment. It was strange we had never talked about sex stuff. She just looked at me then stepped forward and I didn't move. The next thing I know we are standing in my room kissing. It felt so good her lips where so soft compared to a guys. We just stood there hugging and kissing. She then stepped back and took off her skirt and bra I just starred at her. I had seen plenty of naked women in gym and shit but never like this. I wanted to be with her so much it hurt..
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