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She was melting in his hands moaning with pleasure. With his both hands he was fondling her nipples, he took off her sundress and she was naked, he could see her breasts, he fell to them with his lips, then he gave her a passionate kiss. Then he stood up and locked the compartment so that no one could enter. Helen was standing close, he embraced her and covered her face, shoulders and body with kisses. When he started fondling her nipples with his tongue, slightly biting them, Helen was moaning unable to control herself. With her shaking hands she was trying to unbutton his shirt, he helped her take his clothes off, his body was in good shape and it made Helen even hotter.He rudely turned her over with her back facing him and dipped his hand in her panties avidly stroking her ass. With his right hand he was stroking her pubis, then he got to her clit, Helen could feel her panties get wet with excitement, her vagina was leaking. She was dreaming for his dick to fill her, although. One day, whilst we were fooling around I was pressed up against her and she commented on how hard I was. It was the first time she had ever mentioned me being hard. I told her it was because of her. Then she whispered "can I see it?" I jumped up and unbuttoned my jeans and pulled them and my underwear down past my thighs. Her eyes were fixed in my exposed cock and balls. I told her she could touch it but she wouldn't, she said she couldn't trust herself. I think she had already shocked herself by asking to see it (she had shocked me). She told me that I could do it, that she wanted to see me cum. I told her if she took her shirt off I would definitely cum. At first I didn't think she would do it but then she pulled her shirt up over her head and then pulled her bra (that I had already undone) off and sat before me topless for the first time. We stayed that way frozen for a few seconds, me stood beside her bed with my pants half down and her sat before me, her gorgeous breasts.
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