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Marilyn then reached up to Mandy’s tits, grabbing and pinching Mandy’s nipples with her nails. She then pressed Mandy back up against her breasts, enjoying the feeling of her hard nipples and her large areola against Mandy’s back. She then pressed herself and Mandy up against the lockers and, using the lockers as support, began thrusting her dick into Mandy with gusto.

“Oooh yeah!,” Marilyn gasped out as she pumped hard into Mandy’s now-squeezing pussy, now desperate to cum. Marilyn grabbed onto Mandy’s titties tight as she pumped harder and harder into Mandy’s pussy, loosing that steady rhythm as she got closer and closer to cumming.

“Oh yeah…’bout to cum…oh yeah…oh yeah….OOOOOOOOOOOOOOOH,” Marilyn screamed as she started to empty her thick cum into Mandy’s pussy. Marilyn pumped slowly and gently as she shot load after load into Mandy’s pussy. As Marilyn stopped cumming, her dick softened, she relaxed and she glanced at the clock on the wall and looked at the time.

“Oh Shit! There’s only 15 minutes left in gym! We need to get going,” Marilyn told Mandy. With that, Marilyn eased her way out of Mandy’s pussy. They both removed their skirts, with Marilyn using hers to quickly wipe of the cum leaking out of Mandy’s pussy. Mandy finally removed her other shoe, and they both quickly threw on gym shirts, shorts and sneakers.

“C’mon! Let’s go!,” Marilyn screamed out as Mandy quickly laced up her sneakers and then went off running into the gym.