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A class in sexual exploration takes an interesting turn.

Electric waves of pleasure now travel through each of their bodies as the intense sexual scene continues. All three are nearing the point of no return; Will sliding the length of his manly-hood in and out of his girlfriend's tight pussy. He feels every nerve in his body on fire as her tight tunnel creates a vice-like grip around him. Rachael's muffled screams still filling the room as Will has activated every nerve inside of her into a raging inferno of pleasure and of course Matt who is getting the best deep-throat blowjob that he has ever received.

After a few more intense moments of this powerful pleasure creating scene, Will cries out that the end is near for him. He informs Rachael that he is going to fill her so full of cum that she will not be able to contain it.

Rachael responds as she momentarily removes Matt's cock from her grasp, "Ohhhhhhhhh, Will please fill me up with your hot, wet love! I want to fell it drip out of me and run down my legs!"

Will replies, "Well here it comes then!"

Will's whole body tenses up as he feels a wave of intense pleasure go from his stomach up to his head and down to his toes. This electric shock travels back to his very center and he pushes his entire thick dick deep into his girlfriend's accepting pussy.

He holds it there as he yells out in pleasure, "Yes! Yes! Yes! Ohhhhhhhhhh yes!"

He shoots load after sweet load of his cum deep into the depth of Rachael's being. She also lets out some muffled screams as she feels each flood of hot cum hit every nerve deep inside of her sweet pussy. Will lets the last few loads leave him and into his woman. He then slowly slides out of her not so tight pussy and collapses onto the floor. As he slides out, a flood of their mixed fluids comes pouring out of her like a fire hose being turned on at a fire.

She now comes to the realization that she needs to find a way to put out the flames of the roaring fire inside of her that Will has started. Suddenly an idea comes to her. She releases the full length of Matt's tool out of her mouth and slowly stands up. Once she has her balance she smiles at Matt and tells him to hold on, she quickly removes the cheerleading outfit from her sexy body and she then gets up on the bed and straddles herself over his very long dick. Matt now smiles back at her as he realizes what she is thinking. Slowly Rachael pushes down onto Matt's throbbing dick as she feels her very sensitive pussy lips open and accept him into herself. She keeps pushing down until she has taken all of him and filled her very slick pussy even more than before.

They both let out extended moans as Matt feels her very wet and warm pussy wrap itself around his tool and Rachael feels even more very sensitive nerves come alive as Matt's long pole touches places that Will's did not. After a few moments of getting used to these new feelings, Matt reaches up and takes Rachael's rock-hard nipples and bountiful breasts into his hand. This sends a new wave of pleasure to Rachael's center and she wants more. She slowly lifts her body off of Matt's and feels his very long rod slide out of her dripping center; she slowly slides down onto it again. She starts to pick up the pace as she slides up and down the full length of Matt's manly-hood. Each time she slides back down it, she feels it hit new nerves she never knew that she had.

Matt has continued his play time with her wonderful breasts bringing her two centers of enjoyment as Rachael has worked up a nice, steady rhythm feeling Matt slide in and out of her. Soon she feels Matt tense up below her and knows that she is about to feel another powerful series of blows from a man's tool. She begins to pound herself onto Matt's body; her breasts bouncing along in rhythm with the rest of her body.

Suddenly she feels Matt's hands leave her breasts and grab a hold of her waist as he holds her dripping wet pussy down onto the full length of his pulsating dick.

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