She told me to get under her and eat her as they fucked. I was thrilled! I lined up his cock and it slid right in her very wet opening. I licked her clit as his huge cock slid past my nose and his big balls rubbed past my forehead and nose. Their smells were just wonderful. I brought her to a shattering orgasm as he continued to pound her pussy with great long powerful thrusts. Then I saw his balls tighten up, his ass muscles flex and he shoved his 9 inch cock deep in her cunt. I watched as his cock pulsated and unloaded his potent seed in her womb. His cock slid out and flopped into my open mouth. He groaned as I deep throated him and milked his cock, and in the process received several more spurts of his sweet necker. He then moved away but Ann didn't move. I waited and was rewarded as she squeezed her cunt muscles and out the combined juices of their bodies flowed into my waiting mouth. I swallowed and then licked her to another orgasm.After a rest she ordered me to jerk off. They. She and he both knew it. Brandon went to his seat and sat down as the bell rang. He looked at the back of class and there she was talking to one of her many friends. Despite her looks, she wasn't very smart where as Brandon was. He was the smartest person in Mr. Mucoy's class. He wanted her body and she envied his brain. Mr. Mucoy was talking about space and astronomy as Brandon looked at Kara. She turned to look at him and he thought "God I wish I knew what it felt like to be like her." Then all of a sudden Brandon's seat felt funny. His underwear seemed to be riding up the crack of his ass. The underwear tightened and his penis and balls felt it. As time grew on he was more discomforted. He was in so much discomfort that he didn't notice his baggy jeans grew up his legs and were shrinking. Pretty soon Brandon noticed that he was no longer wearing his jeans but a short tight black skirt. His socks also grew up his legs and turned into pantyhose hiding Brandon's hairy.
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