" said uncle Tim, as he moved over to the opposite end of the couch from me and slid his right hand down and began to massage the growing bulge showing at his crotch. Putting down his drink, he unzipped his pants with his left hand and slipped his right hand into his open fly. I could see by the movement in his pants that he was stroking his dick with his fingertips. He smiled over to me and motioned for me to start playing with myself too. With shaky hands I managed to get my fly open just as he pulled his pecker out of his pants. It was only a little longer than mine, but quite a bit thicker. Like mine, it was circumcised. We had seen each other's cocks lots of times over the years when we were changing before and after swimming at the cottage, but this time was in an entirely new circumstance-I had never seen anyone else with a hard-on before.The sight of uncle Tim's erection really aroused me, especially when he was masturbating with long, slow strokes and making sure I had a good. I tell her to lick the rest of the cum from my cock, that was still semi-hard. As she does I feel the ride start to move, she finishes and I put my tool away. She wipes cum from her mouth and smiles at me. We go around a few times and then we exit the ride. It is now late and dark. I lead her behind some of the rides. We find a nice quiet place, as quiet as you can find at the fair. It was under one of the rides that had a curtain around it so we would not be seen. I tell her that I have something else that she will like. She says ok. I tell her “You have seen my dick, now I want to see your pussy.” She blushes and says really? I get down on my knees and undo her shorts. She wiggles out of her shorts and revile a pair of sexy red panties. I can tell that they are moist. I can smell her sex and my cock stirs again. I look up at her as I slide down her panties. I can tell she is scared but willing. I tell her “OOOO My! That is amazing.” I reach in and rub her.
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