Class - Part # 2

I carried her out of the elevator and down the hall to her room with her skirt up around her waist and her legs wrapped around me. We had trouble sliding the card to get the door open but neither of us wanted to let go of the other. He still had her legs wrapped around me. Her skirt was up around her waist and her thong was just covering her ass hole and pussy. Her ass was being held with my hands and our lips were locked together. Finally we broke the hold and she slid the card down the lock and the door opened. I carried her to the bed and laid her down on her back. I guess if Jan looked like any one you might know or remember it was Cheryl Ladd with bigger tits. She looked at me with those blue eyes and said: "Make love to me Bud! I want you so bad." I knelt on the bed next to her and told her: "You are so beautiful Jan! I want to take our time and enjoy every second of this baby. 

I want this to last all night! God you are so beautiful." I unsnapped the 3 snaps on her tight skirt and she wiggled out of it as I pulled it down over her hips and off her legs. I lifted one beautiful leg at a time taking in her spectacular body as she lifted each one up. I ran my hands up the under side of her legs to her thong. I licked up her underside from her knee to her thing too. She moaned each time my tongue came near her pussy. I didn't bother with the tiny thong and left it on for now. I moved up and I unbuttoned her blouse as she lay there watching my hands move over her chest. Then she sat up so I could take off her blouse completely. I slid it off her shoulders and it slid down her arms. 

As it did, I bent my head and used my hands to cup each breast as I sucked on them. I sucked each of her nipples taking my time and using my lips and tongue to make them very long and hard. She did not have a bra on and actually didn't need one since her breasts sat up high and full. All night I could see her nipples rubbing and pointing against her blouse. I told her: "I have wanted to see and suck on your nipples all night Jan. They looked so good pointing out against your blouse." She held my head with her hands as I moved from one breast to the other loving each of them. I made little circles around her points stick out as far as they could grow. They were hard and very red and she told me: "That feels so nice bud. I love your tongue on them. It gives me chills all through my body! It's like little electric shocks hitting me! Oh Bud! Oh yes baby! Suck my tits! Mmmm!! That's it baby! Oh you make me feel so good Bud!" I pulled her up off the bed to me and kissed her deeply. Her tongue went into my mouth and I sucked hard on it. 

My cock was so hard and straining to get out of my slack. I pulled her up more to me until we were bot kneeling on the bed pushing our bodies into each other. I asked her: "Take my cock out Jan. It wants to be free again! And I want you to feel how hard it is! You made it tat way baby I'm so worked up and so horny!" We pulled apart a little and we both watched as her hands undid my slacks and shorts and she pulled them down passed to my knees. My hard cock jumped out almost straight! She looked at me and smiled as she began to slowly wrap her fingers around the thick shaft and pump it up and back. 

I moved my hands down her body and covered her pussy with my fingers. I slowly pushed two of them under her thong so they could rub over her wet pussy hole. I inserted them gently into her opening and she shoved her tongue deep into my mouth as her hand squeezed my cock when she felt the fingers move deep into her hole. She bit my ear and said: "OH Bud! Oh Jesus baby! You are working me up so fast! Oh god that feels so good, faster Bud. Finger me faster! Yes!! That's it baby! Oh yea! That's the way! Mummmmmm!! It feel so nice!" As we played with each other, I moved her back down on the bed and I shook off the slacks and shorts from my feet. I didn't take any time to stop touching her body, I just kicked the clothes off the bed. I lay back watching my hands explore her beautiful body. But, it was her face! God she was so beautiful! I wanted to eat her pussy so bad and watch her face as she ad an orgasm! I moved between her legs and used both hands now to stroke her pussy. I watched this beautiful woman of my dreams as my hands worked on her body. She was moaning and rolling her head from side to side as my fingers ran over her pussy. 

My cock got bigger and thicker as I watched her react from my touch and build towards her first orgasm with me. She was really worked up now and her hand was working hard on my cock. I asked her: "What do you want first baby? Your pussy licked or fucked?" She whimpered a little as she told me: "Oh Bud, lick it baby1 Lick my pussy. Let's 69! OK?" I moaned as I heard her say 69. I moved around and straddled her head with my knees as I lowered my head and inhaled her wonderful pussy musk as it floated up into my face. Her thighs were wide open and I used my fingers to open her outer lips on her cunt and licked up the pink insides as I felt her arch her hips into my face. I slowly, I mean slowly licked up and down the insides of her pussy around the hole that went deep into her body and up the top around her clit hood. I could see how shinny she was and knew her body was making her pussy juice to help with anything that was inserted into it. I sucked in her pink pussy and began to fuck it with my tongue. 

As I held all of her pussy in my mouth now, my tongue went in and out, in and out, in and out, again and again and again. It was flying into her open pussy hole and she was pumping her body along with it. I had her now! She was pumping as fast as she could make her body move and the thrust was becoming much harder against my face! I slide my lips over her clit hood and stuck my tongue up under it. When I hit her hard clit I began to vibrate my lips directly on her clit! She cried out as she climaxed against my mouth and tongue. Her juices flowed and I lapped them up helping her to achieve a even greater orgasm! I could taste her cum leaking down her slit and on to my tongue, I took it all. 

Her musk that was given off by her body as she climaxed was putting me in a stage of desire that I had never felt before. It was unbelievable. As she continued to orgasm again, right behind the first one, she cried out to me: "OH YES BUD! THAT"S IT BABY! OH BUD IT"S SO GOOD BABY!!!"