Carl's girlfriend remained fully clothed, ready to watch two men go at it. We reclined on his bed, two naked men. Carl started to kiss my neck, my ear then my mouth. In our first meeting, Carl and I did not make out, and this caught me off guard. This was the second time I made out with a man. Carl held my head in his hands his lips firmly pressed to mine. His tongue darting in and out as I naturally opens my mouth. Carl was passionately Frenching my mouth. Carl moved one hand from my neck but kept constant pressure on my neck continuing to kiss my mouth. Carl's other hand moved to my breast and was fondling my nipple. He plays with my nipples. I have never had anyone play with my nipples be for, and I could feel them getting hard by his touch. Carl continues to rub, pinch, squeeze, my nipple resulting in a stimulation sensation from my nipple with the tip of my cock. Carl's hands gave me great pleasure. I was not sure but thought Carl had been seducing me? I could not expect. Sliding in and out, nice and slow at first, grinding myself against her clit as I slid deeper and deeper inside her. Than I started fucking her nice and hard and fast while kissing her, she definately liked this, her moaning got even louder and she gripped me harder and dug her nails into my back. Normally I dont like any pain but god this was sexy, she almost couldnt control herself. I could feel her thighs tightening around me as I fucked her harder and faster kissing her and sucking on her nipples every so often. Than I grabbed a pillow and put it under her ass (I knew this would give me a better angle to her g-spot) and slid my cock inside her while I placed my thumb over her clit. I did my best to keep rubbing while thrusting in and out of her, but finally just told her to rub her clit for me, and she happily obliged. I could feel her pussy clamping down on me, it felt so good. Every inch of my 8 inch cock sliding in and out of that pussy felt incredible. I wanted to feel her.
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