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Her bottom lip was caught in her teeth as she breathed sharply. My cock throbbed to the beat of my heart, bobbing in front of her face. She looked up at me. Her lips parted. Her other hand rose. "May I?" She asked. I didn't trust myself to speak and nodded my consent to her request. Her fingers wrapped around my shaft and tightened. Her grip was firm and warm. She slid her hand up to the base of my cock's head and then back down to my rigid stomach. The lose skin tightening with new growth beneath her touch. She stroked me all the way until I was fully erect. She licked her lips and I thought for a second she might take me in her mouth. But then she laid back against the couch's cushions. Her hand that had gripped her thigh was snaking under her skirt, worming its way to her pussy. The hand she used to caress my manhood went to her mouth. First she smelled it, then licked it. She moaned and I think her fingers had found their mark. She thrust her hips forward as I took my length in. The sea was fairly calm and I put in to Barcelona to allow the passengers a few days for sight seeing. I know of a sandy beach a few miles from the port and, leaving Sreve in charge, I hired a car and took Pauline there so that we could swim in the warm sea. When there and in our swimming costumes I saw what a wonderful figure Pauline had. Having been a widower for so long, I was interested and my cock grew fairly hard. Pauline noticed it and said that I seemed somewhat affected on seeing her in her bathers. I said that I was and apologised. She replied that she didn't mind at all. When we were in the water, she suggester that I might take off my bathers to relieve any discomfort I might be having. "If did that I would be naked, Pauline". "Yes, but I would like to see your hard-on if you don't mind." "I wont mind, Pauline. No lady has seen me naked since I became a widower. I rather like the idea so Ill do it." I pulled off my bathers and stood, stark naked, for her to see.
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