Her slim, perfectly-shaped hand slid down now, between their half-reclining bodies, to grasp the fully distended length of his thick, throbbing penis. Her experienced fingers wrapped sensuously around its girth and began to stroke slowly in teasing, tightening strokes, causing his firm young buttocks to jerk spasmodically with the sensation. Her brain reeled at the massive energy that she knew was contained in this enthusiastic student's genitals. She had to have it! She had to taste…

Abruptly, she bent her head, and Matt pushed against the back of her shining black hair to position her eagerly lustful face. He felt her huge breasts smashing out along the firm length of his muscular torso, as he placed both hands behind her head, pushing her face toward his wildly palpitating cock. Then he groaned as the softly lipsticked surfaces of her mouth brushed against the sensitive head of his penis. Her lips opened limply and her head inclined downward. Suddenly Matt's heart raced with anticipated delight. The tight rounded ovals of lipstick-mouth enclosed snugly over the tightly stretched outer skin of his cock and he groaned and lay his head back in the meager cushions of the couch.

The older woman's hotly working tongue began swirling around his aching cock and almost made it boil over with cum right from the beginning. Her lips were soft and smooth like saliva-moistened pillows of flesh as they clasped tightly in a snug, elastic-like ring over his burning rod of desire-hardened flesh. He could feel her lips above him, a sort of pained intensity moving down his penis and taking as much of it into her throat as she could. She seemingly surrounded him with the hot moist warmth of her saliva and the tender inner flesh of her tongue. He pressed his hands on either side of her hollowing cheeks, pressing inward to draw her slick inner cheeks even tighter around his hardness.