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She was really making it hard to concentrate on my work out. After I finished my arm curl routine I moved over to the bench press to work on my upper chest, I was half way through my first set when I heard the stepper shut off and the then I felt a pair of hands pull down the shorts I had on, then I felt a pair of lips touch the head of my cock. I almost dropped the weights on my chest when I felt her lips touch my cock. I struggled to put the weight bar back into the cradle, when I finally got it back in the cradle I looked down to see this girl sucking my hard cock into her waiting mouth and it felt so good. I was frozen in place and I didn't know what to do. I just laid there and let her do what she wanted to do to me. She continued to suck on my cock for another two minutes before she stood up and pulled her tube top over her head exposing her sexy ample breast, then she turned and started to rub her sexy pantied ass up and down my wet cock for about a minute before she stood. Joanne felt as if her body was a tightly coiled spring that had just been released. ‘Oh, Fran!!! Oh, God!!!!! Oh, God, Fran!!!!!!! I’m…I’m going to…I’m going to come!!!’ she wailed as powerful waves of pleasure washed over her. ‘Oh, Fran!!!!! Ohhhhhhhhh!!! Ohhhhh!!! Ohhhh!!! Yessssssssss!!! Oh, yessssssssssssss!!!!!’ Joanne’s orgasm peaked but Fran continued to caress the hardened tips of her friend’s near-perfect breasts. Finally, she gave each tip one last kiss, sat back, looked at Joanne’s flushed face and smiled. ‘Well, I guess you were horny, weren’t you?’ she said. Impulsively, Joanne clutched her friend against her, burying her face in Fran’s soft, fragrant hair. ‘God, Fran! I had no idea how desperately I needed that!’ she whispered. ‘I…I never, ever came just from having my breasts kissed before!’ When their embrace ended, Fran had Joanne lay back on the bed, then she pulled the covers and stripped off her friend’s pajamas, baring her entire body. ‘My God, Joanne!’ Fran.
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