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I meet her roommate, end up with my hands on two breasts.

They were of all ages, which surprised me. A few minutes later the instructors walked in. They were a middle aged attractive couple, his name was Ed and he took very good care of his body. It was obvious he worked out a lot at the gym. He looked like he could play pro football as a linebacker. His wife Marge was a petite blonde with at least 42dd breasts. Something Brandon noticed immediately as he could not take his eyes off her chest.

They brought in a bag with them and told the class they found some goodies for everyone. It was not long before it was obvious they cleaned out an adult toy store. There were dildos, vibrators and gadgets of every shape and size. My co worker could tell I was becoming very uncomfortable and whispered to me to please stay, that she promised I would not regret it. I could tell Brandon was definitely getting into it as I noticed his cock starting to get hard.

We were the only new couple there and everyone welcomed us to the class. Then Marge and Ed announced it was time to dress down and the couples started taking their clothes off. The men stripped to their boxers and the women to their panties. I looked at Brandon and he just shrugged his shoulder and started getting undressed. I followed his lead and shed my clothing.

Marge then asked for a volunteer to try a new dildo out and my co worker quickly volunteered me. After some coaxing and applause from everyone I made my way to the front of the class. I was instructed to lay back and get comfortable on the sofa. Brandon watched as Marge gently stroked my tits, with her long soft fingers, causing my nipples to become very erect. This obviously was turning Brandon on as well as me. Marge then started kissing me and moving her mouth down my body, stopping for a few seconds to lick and suck my hard nipples and then proceeding down across my flat stomach. She slowly slipped my panties off exposing my moist pussy. She took a dildo off the table ( 10" long) and ran it along my slit teasing me as she rubbed it against my clit and back down to the entrance of my wet hole and then she stopped. I was hornier than I had been in a long time and did not want her to stop. She then kissed my slit and slowly ran her tongue up and down it. Each time she got to my clit she would lightly suck it and then run circles around it with her tongue.

By now many of the men, including Brandon, were stroking there hard cocks. Some of the ladies had their hands in their panties as well.

Marge continued to lick and suck on my pussy, enjoying all my sweet juices as they flowed from my wet cunt.

I saw Ed standing there, stroking his dick. Marge motioned for him to come over and let me suck his cock. I eagerly grabbed his huge 11" cock and started sucking it. I was so hungry for that huge dick; I could not get enough of it. Marge then motioned for Brandon to come up front. She told him to get behind her and lick her pussy and ass hole. I heard Brandon moan as his face buried between her ass cheeks. That sent me into an instant orgasm as Marge sucked on my pussy and received all of my cum into her mouth. As she was savoring every drop, Eds cock began to swell and his cum exploded from the head of his shaft into my mouth. It was such a huge load of hot thick juice that it was almost too much to swallow, but I managed.

I looked out over the class and it appeared to be a huge orgy as everyone was fucking and sucking. I told Ed to fuck me hard with that huge cock. He quickly flipped me over and slid his cock into my wet throbbing pussy and began fucking me hard and fast.

Marge was now riding Brandon's face and within minutes she came all over his face as his tongue fucked her pussy.

Eds cock felt so good slamming deep inside me I kept screaming, "Fuck me harder oh please fuck me hard."

By now Marge was straddled over Brandon's dick fucking him and grinding her hips wildly to engulf his dick in her pussy.

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