She feels his hands softly squeezing her shoulders as he comes up close behind her. She feels his breath hot as he bends down, his lips touching the soft pale skin of her neck, his teeth nipping her lightly as his tongue darts out between. She trembles, knowing he is smiling as she quivers under his touch. He shifts; moving his hips forward and she can feel him pressing hard against her ass.

Her hips move, pushing back against him, rubbing against him, in her mind she imagines she can feel the heat of his cock burning her skin through their clothes. She feels her own juices flowing now at the thought of him pushing against her and a moan escapes her lips.

Now his hands move down her sides and back, squeezing her, working out the tension that is in her muscles until his hands are on her waist. With his hands on her hips he grinds against her. Pushing hard at the clothes between them she tries to get him inside of her through the cloth.

Slowly his hands begin to move again, under her shirt, her soft skin caressed by his rough. Kneading her flesh, she feels his hands make their way around to her stomach, sliding ever upward until they find her breasts. When his hands find her nipples, pinching them through the lace of her bra, she moans louder than she did before. The heat between her thighs growing, and she can feel the wetness between her legs. His fingers release her nipples, then he takes her breasts in his hands, his fingers squeezing them, putting pressure on her nipples as he pulls her closer to him.

With one hand she reaches behind her, rubbing his cock through his pants, and now she can feel the heat of it through the fabric. Her other hand slips down between her own thighs and she is not surprised at the wet spot she finds welcoming her as she begins to rub. Electric sensations shoot out through her body from her clit as her fingers work it through her pants. Now she grinds harder against him, trapping her hand between their bodies, and she grinds harder against herself in the front feeling the wet spot grow.

Then his hands leave her breasts, making their way back down her stomach, until he can undo her pants. When she fells them leave her hips her hand slides underneath the cloth of her panties, her finger sliding on the wetness deep inside her. His hands work their way back up her back so he can undo her bra, freeing her breasts so he can squeeze her nipples harder.

Eyes closed she can hear him talking, his voice cutting through her pleasure as she listens to him, her only thought to do as he says. Slowly she slides her panties down to her ankles and steps out of them, and then she bends over in front of him as he gets down on his knees. She feels his hot breath again; this time on her ass as his tongue darts out, feels his lips on her cheeks, then his teeth as he bites them, taking her into his mouth.

As his tongue works its way up and down between her cheeks he whispers for her to pull them apart opening her ass for him. When she does she holds her breath knowing what is coming next. With his hands on her hips, cheeks pulled wide apart, he pulls her back sliding his tongue deep into her asshole. She feels it sliding inside her as her body builds toward an orgasm. Slowly at first, then getting faster, he works his tongue in and out of her tight asshole, her muscles trying to pull it deeper inside her when he pulls it out.

He can tell she is about to come by the way she is breathing. Panting as she is bent over in front of him. His fingers make their way up her thighs, until they are gently brushing against her lips, his fingertip barely sliding between them. Her juices run down his finger as he stops with it hovering right at the mouth of her pussy. As his tongue fucks in and out of her ass he plunges his finger deep inside of her. She bucks, her orgasm taking her now, her ass filled with his tongue, and her pussy now filled with three fingers.

She can hear them as they plunge in and out of her, her wetness making suction, and the sound makes her wetter. Next a finger on his other hand slides into her ass, the muscles relaxed from his tongue. Four fingers fill her pussy now, going deeper in her still, and she feels another orgasm growing inside her.

Now there are two fingers working in and out of her ass, the muscles squeezing tight around them, and she feels his thumb sliding into her pussy with the other fingers. She feels his hand slide into her dripping pussy past the knuckles to his wrist and she feels him make a fist inside her. He pulls against her, his hand unable to come back out now, and it moves trapped inside, filling her up. She pushes hard against his hand as she cums hard now, her muscles tightening down on his wrist and hand so hard that he can no longer move them. The muscles in her ass squeeze the fingers that are deep inside her there as well and she feels like she is going to split open.

When her orgasm subsides, his fingers slip out of her ass, and he watches the hole, still pulsing from the orgasm, as it opens and closes, suddenly empty. The hand he has inside of her opens and slowly slides back out of her wet pussy leaving her completely empty. She whimpers, her hips pushing back, looking for something to put inside of her, her mind lost in pleasure.

Now her own hand disappears between her thighs as she works her own fingers in and out of her dripping hole. She gasps, sucking in a deep breath when his hands spread apart her cheeks and the head of his cock presses against her ass.

He pulls her back with his hands and she slowly pushes the head inside of her tight little hole while she buries her fingers deeper inside her. The head pushes its way inside of her and she feels her own wetness running down her fingers as she moans as she slips a third one inside.

Pushing back more she takes the shaft inside her slowly, moving back and forth, moving it in and out of her, each stroke taking it a little deeper inside her. Now she is up to four fingers sliding in and out of her pussy as she takes his cock deeper into her ass.

Now she is up to the knuckles on her hand and she feels her ass pushing up against his hips and his cock is as deep as it will go. She feels like she is going to burst but she loves the feeling and every movement is electric pulses shooting through her. Faster now she moves her fingers in and out of her, faster she is sliding up and down him as his cock plunges in and out of her ass. They both moan louder, the sounds of their passion filling the room as they come together. Her muscles tighten down on her fingers as she pushes back against him, taking it as deep as she can as he fills her with his cum.