your passed out on the couch and she's getting very … at this point I ask her to help me put u into bed. we carry you to the bed and I start to take off ur clothes. she asks what I'm doing. I reply with Oh she's sleeping and won't remember any of this, in anycase she hates sleeping with clothes on and ur help would be much appreciated she says ok and starts to help. as we take off ur shirt she comments on ur beautiful rack. I quickly undo ur bra and tell her to have a feel. I initiate this and jiggle your one jug with my hand. she's loving it so she tries. she uses both hands and jiggles them around and has a good feel. At this point I comment on how great you feel, I wait for her to agree and start with ur pants. Ur practically naked now, we've taken everything off so I sit back and run my hands up and down ur body feeling as I go. I kiss you on the lips and tell her to give you a kiss goodnight too. I'm so turned on that as she pulls away from you I pull into her,explaining your too sexy for me to control myself. I say kiss her a lil lower down,enjoy her body - she won't remember anything and there should he a price for fading! she laughs and says why not. she feels you up and down,kissing your body so wildly u start to moan and I can see a lil trickle of wetness forming between ur legs. fuck I am so hard now. I tell her she needs to take off some clothing, feel what her naked body feels like against yours. she takes everything but her thong off. awesome, the fun can start now I think to myself. she puts her head between your tits and her legs are spread. she plays ,licks ,teases,tickles ur nipples while grinding her pussy against your leg. she's got both hands fondling ur boobs and is grinding harder and harder and faster and faster. eventually she starts to moan so I help her out by spreading her ass cheeks and taking my hands and fondling u both... I am now only in boxers so I come in close to her ,as she's cumming , and make sure my dock grinds against her ass while I kiss her and play with ur boobs . she takes one hand and places it firmly around my now rock hard cock. she pull it up and down and plays with so I take my hand ndd start feeling her pussy. I take my other hand and cup her one tit. she can't take it anymore so she pulls her thong to one side,takes my fat Dick out and places it by the entrance of her hole. I can't resist any longer and push in. I'm still playing with her pussy with my hand as my cock thrusts in and out. I feel her clit starting to swell in my hand. she cums as I quickly pull out,grinding down hard on my hand shes breathing heavily and tells me she wants to watch me fuck you. so I say I've got a better idea, you gonna help me fuck her. if I want her in a specific position u must help me and hold her there.