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By Anon PIXNIX

The aerobic instructor is pushing the group hard tonight. And Carole is hot and sweaty, her hair is sticking to her forehead and neck. She looks out the door...thinking she sees someone watching the exertions of the class, but there's no one there.
Carole leaves after a tiring hour, walking across the parking lot to her car, holding her keys in her hand. As she reaches her car, she hears a noise behind her and feel's hands reaching around her for the keys. He whispers in her ear, "Be quiet.. just get into the back seat." She thinks she recognizes his voice, but it's so dark...
He drives off, heading toward the lake. Carole can't see his face...the radio plays loudly and there's no talk.
When they reach a secluded spot near the lake, he turns to her and smiles.
"Will! It's you! But what..." she exclaims. We'd known each other for months, but she never expected...
Will gets out and moves to the back seat. There is little room for both of them, but he sits back and pulls Carole to him.
"No. Not like this. I look like hell..." Carole says, as he pulls her forward, brushing her lips with his. She tastes salty as he buries his face in her neck.
"Ohh", she moaned, as she moved with him as he shift and pulled her leg over his; She faced him as they devoured each other with kisses. Will tugged at the shiny fabric of the leotard top, pulling it down to expose her perfectly formed breasts. Her dark nipples were straining for his touch, the beads of perspiration still standing on them.
Will kiss Carole's lips once more, then trailed kisses down her neck to between her breasts, kissing and licking as he went. Carole clutched his head, holding it to her as he circled her nipple with his lips, gently sucking then kissing then lightly biting as he caressed her. Will's hands were holding Carole back, moving, kneading, then moving to her ass, cupping her cheeks, squeezing them in his strong hands.
"No, I don't want you to see me like this...not the first time." Carole insisted. But Will was hungry for her... He pulled the leotard down to her waist as she fumbled with his belt. She tugged his jeans open and down his squirming hips, exposing his stiff cock to her touch. Both of her hands go to him tugging and pulling, her nails digging into his swollen cock.
"Now...", Will moaned, peeling Carole's sweaty tights down her body, as she lifts her hips.
Carole had pulled Will's jeans down to his knees...and had shed her own clothes so that she was totally nude as he straddled her in the back seat. Their lips find each other, crushing kisses as his hands move over her body. He crushed the cheeks of Carole's ass in his hands as he lifts her . . .moving her body so that the lips of her pussy meet the pulsing head of his cock.
Carole throws her head back, lips parted, eyes closed, her hands digging into Will's shoulders as he enters her...slowly he fills her hot wet cunt with his huge hard cock, sliding sleekly into her until she moans with pleasure.
"Ohhh you're filling me up....", she cry. "Don't stop....ummmmmm."
Will lifts her again, starting a slow rhythmic pumping as Carole bites her lip with the pleasure pain of it. He fill her completely...and she starts to come as they rock together. She moans out his name and buries her face into his chest as tears of pleasure come to her eyes.
That drives Will wild...his thrusts increase as Carole climaxes ...Will's cock swells but he holds his flow just a bit longer. Carole drags her tongue across his neck and chest, her nails claw his back as she spreads her thighs even farther apart, to take even more of him (greedy girl!).
Will roughly kneaded her ass in his hands and kept pounding into her, taking Carole even higher. Will's left hand moved to her breast; he cupped and teased her taut nipple with the tips of his fingers as they fucked with even more fury.
Perspiration began trailing down between Carole's breasts...she was getting more of a workout now than in the aerobic class.
She started to gasp for air as she neared another climax. Will mumbled that he was going to come with her this time...both hands cupping Carole's hips, He changed the angle of her hips so that her clitoris brushed more directly against him...Carole cried out "Ohhhh ... ." as his hips bucked against her willing body...His cock thrusting deeper into her hot wet cunt as his passion reached it's peak.
Carole's ass is in his hands... Will pawed and clawed at the cheeks as we pound against each other. The pain is driving us to our wildest climax ever... As Carole come for a second time, Will joins her as he pulse's hot come deep into her, pumping her full.
Carole collapse's against Will's chest, spent. She's still trapping his cock and they continue to feel their pulses pounding in unison where they are joined. He caress' her tenderly as they whisper to each other about their next meeting...