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I know this isn’t technically an upskirt since she isn’t wearing a skirt and she doesn’t have the camera pointed up. Not to mention she is pulling her shirt up on her own. I will say that it is hot even so. There was a girl I used to lust for back in high school that would give me flashes like this. She knew I jerked off as the soonest possible moment. I was sure of it. She would leave me her panties under my pillow when I spent the night at her house. I would fill them full of sperm before shoving them under her bedroom door.

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This picture reminds me of an older sister of a buddy of mine. All of the girls my age had small boobs, but she had a full set of them. Her body had curves. Every single friend of her brother wanted to bang her. I got about as close as you can without actually sticking my dick in her.

She went to an all girls college where they had to wear uniforms. When she would lay on the bed to study her skirt road up so that you could see her panties. I used to find all sorts of reasons to talk to her just so I could catch a glimpse of her panties.

The day she caught me peeking at her through the doorjamb I was pretty embarrassed. I didn’t think she could see or hear me so I lingered there looking at her panties long enough for my dick to get hard. She called my name and told me to come into her room. I just poked half of my body in trying to hide my hard cock. She wasn’t having any of it. She knew my cock was hard and that I was embarrassed about it.

She flipped around and straddled the corner of the bed. The site of her pussy barely visible through her mesh panties really made me hard. She instructed me to come into her room in a tone that meant business. I put my hands in front of my pants and walked inside. She then told me to close the door.

She wanted to know if I liked her panties and I told her I did. Then she wanted to know what I liked about them. I was taken off guard by that one. I told her I liked that they were kind of see through. I liked how they went up her slit a little. She kept on asking for more and I didn’t know what to say. I told her I liked how I could tell she shaves her pussy. How they went up her butt cheeks.

With that she began to giggle. Then she asked me why I was hiding my hard cock when girls like her like to see that the same way I liked to see her panties go up her pussy. I slowly took my hands away and she pulled her panties up into her pussy lips.

She asked if I would like to see her pussy and, of course, I said yes. She then told me to show her my cock first. I was kind of slow going because I was sure she had seen bigger cocks then mine on college guys. Maybe she wouldn’t like mine?

When I pulled it out of my pants she ohh’ed and ahh’ed about it. Then she snickered about it being wet at the tip. She suggested that I roll that around the head so she could see it. As I did that she rubbed her finger up her panty covered slit.

Next she told me to pull on it so more fluid would come out. I was nervous about doing that. She could tell everybody that I jerked off! Then I realized she could do that even if I didn’t do it. Everybody would believe her anyway. Besides, she was kind of rubbing herself too.

She offered me a deal. If I pulled on it for her she would let me see her boobs. My dick bobbed at the thought of it and she took that to mean we had a deal. Once again my cock was doing all of the thinking for me!

Denise pulled out her boobs and I began to jerk on my cock. I acted like I didn’t know what I was doing in a vein attempt to convince her that I didn’t jerk off when I was alone.

She played along with me and suggested I should rub the fluid around my entire cock so my hand would slide along it like a pussy would. I did as instructed and even more fluid leaked out of it. Soon my cock was so covered in fluid it was hard not to make smacking noises as I beat off in front of her.

It didn’t take long for me to need to cum. Denise grabbed a towel from her clothes hamper and spread it out under her butt and on to the floor in front of her. I walked up closer and shot my load onto the towel. I came a lot harder and a lot thicker than I had ever done before.

As the last dribbles of cum came out of my cock Denise bent down and licked it off of my cock. She smiled and told me it tasted salty. I so badly wanted to feel her lips on my cock, but she told me to put my penis away. She folded the towel and put it into the hamper telling me to keep this between the two of us. It did. Until now!

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