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Milly wanted her physical ed. student to demonstrate his prowess on her exercise machine and show a little backbone. However, after five minutes, the student gave up because it was too overpowering. In the spirit of forgiveness, Milly decided to give him something that was more in his line of exercise: her massive tits. He sucked and rubbed them down all over, making her horny as hell; she even got a chance to feel up the muscle between his legs. Milly stripped off all her clothes and exercised her friend's cock to full length; the sight of her gorgeous ass almost made the guy cum all… over her right then. However, first Milly made him give her pussy a full workout, demanding extra fast and hard thrusting to make her sweat all over while her tits bounced around. She knew her little workout was well deserved for both as her student shot his cum all over her slit, making her orgasm in celebration.
