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" I warned her. She acknowledged by sucking harder and humming. Her fist pumped as she sucked me in for the final few strokes and I spewed what seemed like a lot of cum into her swirling mouth. I continued to spurt every time she pulled on me. When she thought I was finally spent, she pulled my cock from her mouth and studied the end as she milked the last few drops of sperm to the tip so she could lick them off. She looked up again to see my reaction."Wow," I said, just staring into her eyes."Glad you liked it." Judith said with a sly grin. She leaned back on her elbows and stared directly at my softening prick, leaving her legs splayed open for my benefit. I stood at the edge of the bed, her legs on either side of mine, and I stared down at her. Her tight, athletic body seemed so relaxed even though she was so completely exposed to me. We must have stared at each other for several minutes.Finally I had to break the spell and asked, "What were we doing before we got distracted with. "I let her go and gave her a kiss goodnight and she rolled over and seemed to go to sleep quickly. I was so turned on that I almost came without touching myself. I had to have her, it was driving me crazy. I slipped my briefs off and was then naked in bed with her! Just the thought of it nearly made me come. I had always snuggled up to her when I was little and now that she was asleep I reached my hand to her hip. Her nightie had slid up to her waist and my hand was on her bare flesh. She made a little pleasant murmur in her sleep, like an "mm-mm" and I moved closer to her. My cock touched her warm flesh and I couldn't resist. I snuggled up against her and positioned my cock between her ass cheeks and draped my arm around her middle. I was dripping with precum and started fucking my mom's ass cheeks. I couldn't stop myself and in seconds I came all over her ass. As I was coming I slid my hand up her front, feeling her tits through the nightie. The nipples were hard and she gave.
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