She pushed her pussy toward my face. It was a little hairy but very sparse hair because of her age. She took her hands and opened her pussy lips exposing her big clit. I remember thinking this woman has everything big. I sucked her big clit and she moaned loudly. Dave got around behind her and was playing with my pussy through the material of the swimsuit. He tried to pull the material aside but it was too tight and all he got was my hair which made me yell out in pain.Carol yelled at him " god damn it Dave what are you doing to her?"I stopped sucking her clit to explain and she moved so I could get out of my suit. Carol wanted to go to the bedroom so we did. Once in there and on the bed Carol sat on my face and my tongue went right between her pussy lips. I could feel the moisture in her pussy and smell her sexy aroma. Dave was between my legs eating me. He was pretty good at it. Carol was already on the verge of cumming but then she stopped telling me I was driving her crazy but. Her face turned sad, and I pray I never see it like that again. She asked me if I could walk her up the hill to her new place, so that we could get caught up. I looked at my ride and he just smiled, and nodded. (My ride is my buddy Dustin, and he’s 10 times smarter then me, at this point, I was still nervous, and I didn’t have a clue.) I told her I didn’t have a ride home and she told me she’d give me one tommorrow. At this point, I couldn’t say no. We walked up this hill that felt like a mountain. Well actually, most hills feel like mountains at 3 in the morning, on a Saturday night, and your 3 sheets to the wind. Anyway, we get to her apartment, sit on the couch, and just started talking. We talked for what must’ve been about an hour. She then tells me that she’s feeling sleepy, so I’m like then let’s crash. She gets up, and I begin to sprawl out on the couch. ‘What are you doing?!?’ she asked me. ‘Umm? Going to bed?’ ‘Not there your not!’ She then takes my hand, leads me off the.
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