Carolyn opened the door and peeked into Ruth's room, where I was laying naked, propped up against the headboard and drinking my beer. My eyes got wide as I tried to take in every square inch of her scrumptious body while she crossed the room toward me. I offered her my beer and she took a swig before setting it on the nightstand and joining me on the bed. She lay her naked body on top of mine, our smooth flesh rubbing together, as we started making out. My hands went immediately down to her bare ass, where they kneaded and squeezed her fleshy cheeks. My cock was nestled against her smooth pussy and I could already feel it waking up again. She must have felt it, too, because she rolled off alongside me and took it in her hand to stroke it as we continued to make out.
Removing my free hand from her ass, I ran it over her breasts, feeling the soft flesh and hard nipples. My cock continued to grow as I moved my hand down over her stomach to her smooth pussy. I found her slit to be dripping wet and slipped my finger up into her, pumping it in and out a few times before refocusing on her clit. She pulled her mouth from mine to moan as I massaged her clit then slid her hand down to gently fondle my balls. Once I was about as hard as I was going to get, Carolyn nudged me onto my back and got up to straddle my hips. I guided my tool between her shaved lips and she lowered herself down on me, causing both of us to groan.
Sitting straight upright, Carolyn started moving on my cock as I reached up to play with her tits. She wasn't just bouncing up and down, but sliding her hips forward and back some of the time, as well. I didn't care what she did; her pussy felt so damn good wrapped around my engorged tool. I was enjoying fondling her tits while letting her take control of pursuing her orgasm. When I could tear my eyes away from her perfect breasts, I gazed up at her pretty face surrounded by her curly brown hair or down at her smooth slit as my cock disappeared and reappeared. The longer she rode me, the faster she was moving as her heavy breathing became outright moaning.
When I dropped my hands to the smooth curves of her waist, just trying to hold on as she rode me, she cupped her breasts in her own hands and toyed with her nipples. I wasn't in any danger of cumming yet, despite how fantastic it felt to be fucking Carolyn, so I just enjoyed having her fuck the hell out of me. When she finally slowed down her movements and her moaning turned into one long praise of God, it was clear that she was cumming. Seeing the look of shear pleasure on her face, I was just glad to be part of providing that to her. After a few more minutes of slowly riding me and verbalizing her pleasure, she blinked as if to clear away a fog and smiled down at me. She stopped moving and started to move off me while asking if it'd be okay if she sucked my cock. I assured her that I'd be okay with that as long as I got to eat her smooth pussy at the same time. With a smile, she leaned down and we made out for a few minutes before she positioned herself over me in a sixty-nine.
Her smooth, glistening pussy was hovering just over my face when I felt her hot mouth engulf my tool. I realized that she was tasting her own pussy before I did, so I raised my head and began to lick the copious juices from between her shaved lips. She moaned around my cock as I started lapping at her pussy, but didn't let up in her cocksucking. She was supporting herself with one arm while her free hand held my cock, pumping it as her lips slid up and down it. When she paused to lick my balls, I also had to pause to moan at how good her tongue felt. I slipped a finger into her slippery pussy before raising my head to lap at her clit as I pumped it in and out. She moaned again, my cock now back in her mouth.
I could feel my orgasm building more the longer she sucked my cock and got the impression by the way she was moving that she felt another one on the way as well. Remembering Jim's experience with her, I moved the hand that wasn't pumping a finger in and out of her, which had been fondling her dangling breasts, up to her ass. After squeezing and massaging her cheek a bit, I slipped my fingertips between her cheeks and lightly massaged her anus. She moaned again at this stimulation which only served as encouragement for going further. The finger I had pumping in and out of her pussy was good and slippery with her juices, so I slipped it free, replacing it with a finger from my other hand, then pressed the slippery fingertip against her puckered anus and gave a push.
Carolyn paused and let out a longer moan, removing my cock from her mouth, as I pumped two fingers in and out of two different orifices while still licking her clit. She continued to pump my cock while rocking back against my penetrating fingers, her pussy growing slicker and more engorged with each movement. Finally, she started to shudder as an intense orgasm passed through her, further drenching the finger I had buried in her pussy. Once she'd breathed a sigh of relief, indicating that her orgasm had run its course, she returned her attention to my throbbing cock.