A bit of her ass was touching the bed, her back to me.I had waited too long and was sporting a raging hard-on. I put my arm around her waist and tippe... her onto me. She was lying across me, facing up. We remained like that for a minute, silent and breathing deeply. Then she lifted her legs onto the bed and put her head on the pillow, lying next to me.She turned on her side to face me as I, too, turned to her as we looked deeply into each other’s eyes. Her eyes were wide open, clear and. Beth looked at me as I cuddled her in my lap. There were tears in her eyes and she began sniffling. ‘What’s the matter?’ I asked. ‘I just embarrassed myself,’ she replied, between tiny sniffles. I cupped her left breast gently, moving my thumb lightly over a nipple that had never been so hard. ‘You just shone in my eyes,’ I said softly, pulling the towel away from lap and throwing it on the floor, allowing my erection to rub against Beth’s thigh. ‘Are you serious?’ ‘Very serious,’ I replied. ‘I. I thought to myself that middle-aged women must put on a layer of softness that adds to their allure to younger men...it makes their body shake and jiggle just that much more attracting attention to compete with younger more toned women! I couldn't help but ask as to why she wore panties as they would not be on long. “Well,” she answered, “I now know how you like to play in my hair down there when the panties have flattened my patch.” Of course, it is fun to “rustle” back the curls of here. Caroline squealed and wiggled her ass in my face which told me I was on the right track. Then I started running my tongue down the crack of her ass causing her to moan and squeal some more, as she pushed her ass back into my face.Seeing how it was really turning her on, I decided to just go for it as I worked my tongue between her cheeks. Caroline gasped and reached back parting her ass for me. I could tell she was loving it from the moans and squeals of pleasure coming out of her mouth. She.
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