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She looked down to see the clear outline of my clock I'm sure she could see it but all she did was move a couple shoe boxes that weren't in the way. She led me to the basement on our way down I couldn't help but wonder how my cock was still this hard after walking around and all the way down 2 flights of stairs. She was still in her robe but acted as if it were normal clothes she wore around the house when anybody came by. We got to her basement and she said she had heard scratching in her drop ceiling. This required me using a 2 foot step latter to reach the ceiling. My cock was still hard and almost throbbing. But at this point I didn't care. I know she saw it earlier and I kinda wanted her to look at it. I was overcome by lust which threw my shame straight out the window. She was get a good look at this dick.She brought the step latter into the room and opened it up for me. She definitely looked at it as she bent over to open the chair I thought to myself. I climbed up the chair. Darrin was all pumped up and said he was too tired to sleep, so he followed me to my room so we could talk and watch TV. Around 1am we both decided it was time to go to bed, and I assumed he would head out to sleep with his buddies, but he asked if I minded him sleeping in my bed. "So I won't wake anyone up" was his excuse. I was not about to say no, and instead of getting naked like normal, I left my boxers on, and watched as he stripped down to his boxers as well. We climbed under the covers, turned our backs to each other and fell asleep. I'm not sure what woke me, but I felt his arm around me and his hard teen cock pressing into my ass.I knew he had a girlfriend, and yes we had discussed man to man sex, but I was not one to push the issue. Soon however I noticed he was humping my ass and mumbling her name, I just laid there waiting to see what would happen. Soon his hand started rubbing my chest, and stomach, and his humping was getting more persistent. I slowly reached around.
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