The older woman was so vulnerable she would have done anything the young girl asked her. It had been a long time since someone cared enough about her to properly discipline her.

And the thought of this beautiful young woman spanking her, started a rush of sexual excitement between her twitching thighs.

"I'm going to give you a spanking," Kelli continued, her hands moving gently over the older woman's buttocks sliding Barbara's skirt over the gentle hills up to the small of her back.

"Oh!" a small cry of surprise escaped Barbara's lips.

The older woman couldn't believe it but she actually just experienced a pre orgasmic shudder as her pussy started to lubricate hearing the young girl's words. She was rapidly getting aroused!

Kelli slid the woman's panties carefully over the perfect white curves of her ass cheeks, and marveled how an older woman could keep them so tight. She was exciting to look at.

Sliding the panties down her legs and over her pumps, Kelli tossed them on the floor, then leaned over to pick them up again.

"My, my Barbara, getting a little excited? I think you've stained your panty crotch with your pussy juice."

"Am I making you wet?"

"Or is the anticipation of getting a spanking while over the lap of a pretty young girl doing it?" she continued.

Barbara's crotch ground against Kelli's thighs as she sighed in pleasure at the girl's touch and words. She WAS getting extremely turned on.

"I think you need to have these over your head while I spank you," Kelli said, taking the woman's panties and pulling them over her head so that her damp crotch was placed against Barbara's nose and mouth.

"I want you to inhale your pussy juice smell, Barbara, as I give you your spanking."