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Paula grunted around Carol's nipple and she sucked even more into her mouth. Paula not only sucked on the nipple but on the whole area around it as if she were trying to devour Carol with the same hunger that Carol had earlier.

Carol's cunt was dripping wet and she could feel her juices flowing down her thighs as she ground her hips against her colleague. The fire in Carol's nipples spread through her chest and belly to her pussy and ignited so much passion inside her body she felt as if she may explode at any minute. Still holding tightly to the headboard Carol moved her hips up Paula's body so that she could place her pussy in front of the woman's mouth. Paula reluctantly released her mouth hold on Carol's nipple as the slender beauty moved her pussy into place.

With a moan of pleasure Paula stretched and kissed Carol's pussy. Her warm lips made the Carol shiver as they caressed the pussy lips and one of her hands caressed the shapley ass. As she breathed on Carol's pussy the warm breath made her tingle. Carol moaned out loud unable to control her own gyrations as Paula moved closer and closer to her pussy.

At the first touch of her tongue Carol nearly jumped out of her skin. Carol had experienced this before but there was something very special and very erotic with Paula. She moaned loudly again as Paula's tongue timidly lapped at her cunt. Paula shifted underneath her for a better grip on Carol's ass, and the hot tongue snaked out again and the hands tightened on Carol's ass bringing the pussy closer to her face as she licked Carol's juices.

Carol moved her hips, gyrated, thrust, and whimpered as Paula began to lick her more insistently copying everything that Carol had done to her. Paula's lips parted and she sucked on Carol's skin, taking parts of her into her mouth, sucking softly and then diving back inside Carol's pussy with her tongue. Paula was inexperienced but she was a quick learner and was doing well. Carol cried out as Paula's lips found her clit.

With just the slightest brushes of Paula's tongue and lips against her sensitive clit Carol felt her body go into convulsions. She felt the juices flow out of her body and she cried out as her buttocks tensed in Paula's hands and she drove her pussy into her eager woman's face. The orgasm rocked Carol's body as her pussy pulsed and her muscles tensed and she came gushing onto Paula's face.

"Oh Paula please!" Carol cried out. "Paula, don't stop, Oh God don't stop!"

Paula plunged her tongue deep inside Carol drinking her juices as they poured out of her body. Each lap of the long tongue sent more shivers through Carol's body, tingles shot up her spine, down through her legs, around her arms and through her pussy. Finally it ceased and Carol's body relaxed though there were still slight tremors of aftershock as she sat on Paula's face. Paula continued to lick Carol tenderly savoring the experience of her first girl on girl sex. Paula's silky tongue ran up and down Carol's widespread slit as she remained motionless on top of the beautiful brunette. With a reluctant groan Carol shifted her body off of Paula and lay down on the bed next to her. Taking Paula in her arms Carol pulled her naked body towards hers. Their skin sticky with sweat and cum added to the eroticism of the moment as they held one another.

Carol looked over her shoulder and in a soft voice said, "Walt, you may join us now."

Walt stood up and shed his clothes in record time. His manhood stood out indicating his state of desire. "I know that you two had anal sex and I want to see you fuck Paula in her fantastic ass. First though I will prepare her ass for your cock."

Carol had Paula get on all fours and then she knelt behind her.

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