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Nothing beats the caboose for a memorable train ride.

The lightly tanned skin of her slender arms and shoulders contrasting beautifully with the smooth pale skin of her wonderfully shaped ass and legs, down to her smallish pink-toed feet.

I gently reached down resting my hand on the heal of her foot. Slowly, I ran my and over and up from her ankles to her calves, creating a slight tickle, causing her to roll to her back. Stealthily, I climbed on the bed at the end of her feet, being as smooth as I could, so as not to wake her. Once in place, I continued to run my hands up from her calves, across her delicious thighs, stopping just short of my ultimate goal. Again, looking her up and down gave me the chance to fully appreciate my Sleeping Beauty, furthering the growing bulge in my shorts.

With that, I placed my hands between the bed and her ass, slowly peeling the panties that stood between her treasure and me. Lightly, I spread her legs apart, eyes locked on the object of my desire, and lowered myself to her. With soft, light kisses I worked my way up her inner thigh, to the warm sex that awaited. Backing away just long enough to taste her from my lips, I moved in and ran my tongue up the entire length of her slit, stopping to plant a soft kiss on the bulb of her clit. I stopped momentarily as I caught motion out of the corner of my eye.

Looking to see that she was still asleep, I continued my conquest for her pleasure. Gently, I planted soft kisses and the occasional flick of my tongue over her war pussy. The dampness of her neatly trimmed pussy began its decent across my tongue, as it began to slowly push further into her waiting hole, It's hard to believe that I could forget how much I love the taste of her delicious nectar, furthering my resolve to dedicate more of my time to this precious commodity.

I gently wrapped my arms under and around her silky thighs, propping them up ever so slightly, to better service her from hole to hole. From lightly running the tip of my tongue around her small asshole, to running it all the way back up her pink slit, her wetness continued to grow. What was once a trickle of sweetness, was becoming a flood. I loved every sweet drop. The heat and fragrance her honey pot produced, washed across my face, turning the rock now peaking from my shorts, to solid steel. Enjoying the effect my actions were having upon her, I doubled my efforts, and began working my tongue in and out of her love hole, slowly fucking her with it.

Her breathing began to quicken, and I could feel light movements on the bed and through her body, causing me to wonder if she was beginning to wake. A light moan, and a slight rise of her hips, confirmed my suspicions. The piston motion of my tongue, pulled more and more of her sweet juice over my lips, down my waiting throat. How heavenly, was all I could think. Using my fingers ,that were wrapped around the base of her thighs, I reached them out to part her dripping wet lips, giving me perfect view of her oozing hole and pulsing nub.

I replaced my fingers with my thumbs, further spreading her pussy open. Slowly, I eased my right thumb into her waiting hole. The flood was instantaneous. I quickly lapped up the current rush of fluids, before resting my lips around her pulsing clit. I lightly clamped down around her clit, flicking my tongue in a swirl, while slowly beginning to fuck her with my thumb. Carefully, I replaced my thumb with my pointer finger, never stopping the vacuum like pressure I was applying to her lovely nub. Working my finger in and out of her pussy, I reached my thumb down to her sweet puckered asshole. Using her own freely running juices, I circled my thumb around, and pushed into her asshole. Accompanying the push with a sharp moan and intake of breath, I knew she was almost fully awake.

My fingers worked their way deeper inside her causing her hips to buck slightly.

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