The lifeguard's hands tightened in her hair as he moved her head over and around his cock, placing the suctioning mouth where he would get the most pleasure.

Barbara's mouth went down to his balls, feeling them as hard as chestnuts as she sucked first one, then the other into her mouth.

"Unnnmmmph," the boy groaned as Barbara licked his balls.

"Oh God, that feels so good, keep going," he continued as Barbara pulled the cock back into her lips.

"Oh yes baby, keep that up. You're going to make me cum. I'm going to give you a load of hot cum right in that mouth of yours. Oooohhh!"

The slurping sounds of Barbara's mouth mingled with the young boys groans of pleasure and she could feel his cock begin to tremble getting ready to shoot into her mouth. As she licked the meat furiously now, the lifeguard held her head tightly and pushed his thick cock deep into her mouth, spurting stream after stream of his thick white cream into Barbara's mouth, spraying some on her face as she moved to lap up every drop.

"Oh God, I need to be fucked!" she moaned, as the lifeguard pulled his cock out of her mouth. It was still semi hard, and she couldn't believe how big he was.

"Give it to me, please give it to me. I need it so bad. Please, fuck me," Barbara practically begged, holding onto the shaft with one hand, as her mouth kissed the muscular sweaty thighs in front of her face.

"Please fuck me?" she pleaded.

The lifeguard was spent, and knew he couldn't get it up again right away.

"Later," he said, as he pulled up his trunks and as quickly as he entered the shack, he was gone.

Barbara was left panting on her knees, her pussy on fire with the need to be fucked. Her face dotted with splotches of the young man's cum. She licked every trace of it off of her lips as she collapsed in the sand, her hands between her thighs, grasping her pussy tightly. She was so frustrated.