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He wanted to tell her it was okay, but pinned to the bed with her cock still between his lips, even in its softening state, the head slipping back behind its hood, he couldnt talk.

She lowered her head, her breasts weighing heavier on his chest as she sank down, taking his cock back between her lips, continuing her own efforts and enjoying the warm sheath her semi-hard cock was in.

He moaned around it, feeling the tight suction of her lips rolling over his shaft, her tongue pressing against the top of it as she worked him over. As she sucked his cock, focused entirely on her task her felt a forboding throb, her cock, invigorated by youth and eagerness was once more swelling in his mouth, her second wind already upon her even as he began to draw close.