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"You can do your own," she said quickly and leaned back into me.
My hands dropped from her shoulders and wrapped around her waist as I held her. She put her hands over mine and relaxed into me.
As I held her I realized I my shorts were slightly pressed against the back of hers. I could feel her ass cheeks against me and my cock was ever so slightly resting between her cheeks. I froze, not wanting to move back. My hands were hard against her stomach and her hands and forearms. She kept her leaning back into me.
I rested my head on her shoulder, my cheek near her cheek and ear. She relaxed her head into mine and I lightly kissed her ear and cheek. It felt so good, her soft and warm skin next to mine and my lips tasting and sensing her.
By now my cock was fully engorged and, pointed down, it was firmly between her ass cheeks. Through my cock, I could feel the valley between her cheeks. There was no way, I knew, she could not feel my cock, hard between her legs.
Then I felt her ass slowly move sideways, backwards and forwards, rubbing against my cock. I moved slightly into her and then she pressed back as she continued to move sideways.
While she was rubbing against my cock I freed my hands from hers and slipped them under her damp tee. She didn't stop me. I moved my hands over her stomach and slowly they moved up until I cupped them over her smallish tits. Again, there was no resistance. I took both her nipples between my outstretched fingers, tweaking and rubbing them. They were so hard between my fingers and I continued my fondling.
My mom leaned back move into me, still rubbing my cock with her ass and her back pressed against my chest. It must have continued for about five minutes of pure bliss and I fondled and tweaked her nipples, pulling the hard knobs. While I did this, she excited my hard cock. Nothing was said between us as we both enjoyed what the other was doing.
She broke the silence when, softly, she said: "Take my shorts off." She paused for one or two heart beats and added: "And yours."
From the waist down, she leaned forward allowing my hands, reluctantly away from her nipples, to slip between us and slide the zipper of her shorts down. They dropped to the floor leaving her just in her white skimpy panties and the tee. My shorts joined hers on the floor in a few seconds and my now freed cock nestled again between her legs. The skimpy panties were smooth, not cotton but (as I later discovered) polyester and spandex. Her panties felt so erotic against my bare and hard cock.
Rather than return to massaging her tits and nipples I held her tight against me and then let one hand drop down from her waist. I cupped her panty covered cunt with my hand, just resting initially and then slowly massaging it. The feeling of the fabric of the panties and her cunt underneath made me pull her into me even tighter. While I held her, massaging and flicking her cunt with my palm and fingers, I felt her put her legs together, holding my cock firmly between the tops of her thighs.
My next move was to slip my hand beneath her panties. As my fingers slipped under the fabric I felt her soft pubic hair. I ran my fingers through the hair before I slipped one finger between her legs. She parted her legs slightly, regretfully easing the pressure on my cock. My finger explored the edge of her cunt, seeking her clit. She was wet and lubricated and my finger's progress was easy. I found her clit and flicked it around with my finger. She pushed back into me, indicating her own arousal. A second finger joined the first, trapping her clit between them and rubbing against it. Her legs were now spread wider, freeing my cock allowing her ass to rub against my pubic hair and the base of my cock.
We were both lost in erotic and sexual pleasure, me with my fingers exploring her cunt and her with her panty clad ass teasing the base of my cock.