The motel room door closed behind us, when I said strip. My girl dropped her clothes as I walked out on the balcony. She said to me I can't come out there in broad daylight, why don't you come back in here? she asked. I sure could use a good length, you always make me hot, and you having me flash those guys got me going too. I watched as she rubbed her softness. Well if you want some length get over here and suck this I told her. In a second she was kneeling between my legs and unzipping my shorts.

Pulling out my soft length she swallowed it all. Using her fablous tongue she had my thingy growing hard, she played and stroked and jacked my length the way she knows I love. Go over and lye down on the bed I am going to play your face I told her, but I want you to play my softness.

Maybe later, now I want your hot mouth, besides you said we would do whatever I wanted if I would just bring you to the beach. I moved over her putting my length in her mouth, then I began to push in and out of her sucking mouth. She played with her softness as I moved back and forth. She began to get more aggressive and I knew she was going to make herself cum, so I picked up the pace, She let out a little squeal as she made herself cum on her own fingers. That did it for me and the first hot shot of my cum filled her mouth, she swallowed , then the second and third shot of my hot cum blew into her sucking mouth.

She had her fingers jambed deep in glistening wet cunt, as my finals shot went into her mouth, a bit of cum had dribbled out the corner of her mouth, so I leaned down and toyed it off as I gave her a deep hard kiss. That was great, NOW let's get down on the beach.

We were down on the beach a couple of hours, her tanning and me well watching the sites.

She had had me rub oil all over her sweet body, I would get as close to her tits and soft place and softness with that suntan oil as I could, being we were on a crowded public beach.

Don't you think we had better go in -- we don't want to get sun burned now do we? I stated. Back in the room, off came her clothes as she was to do. She claimed the shower first and asked me join her, I told her no , you go ahead, I will just sit her and think of ways we could use this oil, maybe you could come up with some ideas while you shower. After about twenty minutes out stepped my naked girl, I have a idea about that oil as she crawled on the edge of the bed on all fours with her soft place facing me. It seems that ever time she sun bathes and gets all hot she likes to get wicked.

So I asked what do you want me to do with this oil, you know what to do, slick my butt and get me prepared for your thingy. I took the oil and let it run down the crack of her soft place until it reached her brown rosebud. Then I began working a finger up her soft place. It was not long before it was two then three fingers sawing in and out of her butt. I tell you that is one of the hottest sites you will ever see, watching a hot 40 year old woman playing back on your fingers jambed up her sensitive place. I want your thingy now, put your thingy in there, she said. In where I teased her , In my soft place she torted.

I positioned my hard length at her opening, go easy at first let me take it easy to start she commanded. The tip of my length pressed in, I held it there until she began to slowly push my length in her tight soft place. I let her take it as she wanted until she had worked all of my length inside her soft place. I just held still feeling her squeeze my length with her tight soft place muscles. Now I think I am ready start slowly, she said. I began moving in and out very gently, felling her soft place grip my length like nothing else. After just a couple of minutes she commanded now you can play my soft place, play me hard.

I began to pound her butt really good.

Then I stopped, now you do it, she started to move back and forth on my length as I just watched my hard thingy move in and out. Then I reachedbetween her legs and rubbed her softness and personal placeh with my fingers. I told her she was hot and wet as hell, this caused her to buck on my thingy like never before. Then she started cumming, I could feel the spasm deep in her sensitive place like little ripples each gripping my thingy a bit harder and faster. Oh god you are going to make me cum I announced, I need to play you hard, I told her.

Go ahead do me good cum in my soft place. I pounded in and out of her now loose soft place, my thingy coming all the way out , then slamming all the way back in. Then it came--shot after shot after shot of my wet juice filled up her soft place, She keep pounding on me until she came again. We were both so exhausted we fell asleep until late when we woke and went out for dinner. To be continued.