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Against the darkness of his pubic hair his cock hung prominently, a good six or so inches long and as thick Joe's was hard (even though Phil was still flaccid). Between his muscled legs a nice set of balls swayed invitingly as he walked toward her, evoking involuntary twinges from her already throbbing nipples.

"Looks like Phil has a new best friend," Sara teased as she maneuvered Dawn down on her hands and knees. "Don't worry," she said in a conspiratorial whisper, "Phil likes 'em small. Says they're louder."

The feel of something wet and warm against her labia sent an electric jolt through Dawn's whole body, only to be followed by another as she realized that another woman had her mouth down there. Her mind rebelled against the thought, even as she spread her legs wider to give Sara better access. Sara rewarded her by licking faster, teasing her outer lips with small darting motions. Dawn's face flushed as she heard herself moan with pleasure. Sara let her tongue wander down to Dawn's asshole. She groaned and raised her hips, losing herself in the new sensation. No one had ever licked her down there and it felt so good she was having trouble breathing, but she'd sooner die than end it. A puddle had formed under her and she wasn't sure how much was her doing and how much was from Sara. Instinctively she tried to force more of Sara's tongue into her asshole, even as Linda positioned herself so that her crotch was just under her face. Linda spread her lips with one hand, offering it to Dawn, who shook her head lazily. She didn't even do that for Joe!

Behind her, Sara dropped on her back, slid between her legs, and began licking her pussy from below. Dawn whimpered and tried to drop her crotch on the other woman's face, but Sara managed to hold her at a distance by her hips so that she could continue to tease her. While Dawn was distracted trying desperately to improve her contact with Sara's tongue, Phil straddled Sara and positioned his cock at the entrance to Dawn's pussy. He was at his full length, an impressive 10", and could barely close his hand around the huge club. As Sara continued to drag her tongue across the edges of Dawn's pussy, Phil rubbed the swollen head of his cock along her slit. Dawn's teeth chattered in anticipation of what might happen next. She tried to turn her head to confirm what had been positioned between her legs but Linda grabbed it firmly between her hands.

"Uh uh, dear. Eyes front," Linda chided.

"Oh goodness Linda, he can't, I mean I shouldn't, I mean..." Dawn babbled.

"Dawn honey, shut up and lick," she commanded, pulling her face down.

Dawn resisted momentarily then Linda felt the first tentative licks, followed by a guttural moan as Phil worked his cock head into her. Sara licked the spot where his cock entered Dawn's pussy, making her moan louder. He and Sara worked on Dawn's pussy until he was in up to the ridge. When it felt like she had stretched enough to accommodate him he pulled his cock all the way out.

"Oh Jesus, no!" she howled.

"Show me how bad you want him," Linda demanded, spreading her legs.

Dawn buried her head between Linda's legs, licking and sucking with abandon, using her nose, her chin, her teeth, her tongue, anything to bring pleasure to her. The smell of Linda's sex was so strong that Dawn felt lightheaded yet she continued, willing to do anything to feel Phil in her again. He finally took pity on her and reinserted his cock. She was so wet and stretched now that he was able to get about halfway in before he met any resistance. She felt stretched to her limit, unable to imagine ever having anything so big in her again. He was patient, moving forward slowly enough to let her adjust to him, Sara helping out by licking her constantly.

By the time Phil's heavy balls slapped against her ass all four

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