This Ain't the Layover XXX

"OH GOD!! OH FUCK!! MMMMMM!! SO FUCKING GOOD! OH YES!! MMMMM!!" Kate moans out loudly as her long, blonde hair flies about as she uses more than just an energetic pace to ride the long cock she's now extremely familiar with over the more than half hour this action has been going on for. Raising and lowering her snug and soaking snatch on his shaft at a steady pace. The slap of her rounded ass hitting his waist ringing out to as an accompaniment for when she drops down and takes him in balls deep. "MMMMMM YES!! FUCK!! AHHHHHH!! SO FUCKING BIG!! MMMMMM SHIT!! FUCK!! OOOOOOOOOOH!!" She groans, closing her eyes and getting further lost in the pleasure from the best action she's ever had. Her huge tits bouncing away and allowed to get wild on this big dick thanks to the grip on her that the man underneath her is using. Letting her quite rightly be the centre of attention as the dirty talk along with her moans pour from the near constantly open O-shape of her mouth.

"FUCK!! SHIT... MMMMMM OH GOD YES!! FUCK!! SO FUCKING BIG... SO FUCKING GOOD!! MMMMMM OH FUCK!!" Upton loudly moaned out, taking full advantage of not just this huge size that's she's stuffing herself full with but the fact she's finally got a lover who can last. Giving her the sort of red hot and increasingly filthy action that she and her wonderful, curvy body deserve. Putting her certified MILF frame through a workout as the sweat starts to drip down her as she rides away on his member. "AHHHHHH FUCK!! MMMMMM YESSSSSSSSS... AHHHHHHH FUCK!! GOD I'VE NEVER FELT... MMMMM!! FELT IT SO FUCKING GOOD BEFORE!! FUCK!!" She called out between more loud and shameless cries of delight. Not caring that she was unintentionally insulting her own husband, if not any and every past lover she's had, about the lack of good dick she's had before. Stuffing herself over and over as she impressed herself with keeping up such a steady and eager motion as she put in all the work with a stud who can clearly take it.

However, he also knew it would mean missing out on a once in a lifetime chance to really give it to a stunning celebrity if he just laid there and let her do all the work. Still holding onto her slim midsection as he began to drive his cock upward into her, catching her off guard by driving straight up when she delivered the next drop down onto his lap. Filling her up balls deep and now making her jolt up as he timed his motion perfectly, as expected from a man with as much skin flick experience as he possesses. Driving up when her tanned and juicy body dropped onto his muscular frame, before pulling a couple inches out just to repeat the action with a lusty groan of his own. Letting his balls smack up against her as he started drilling the model with a stiff, quick and smooth pace.

"HOLY FUCK!! AHHHHHH!! HOLY SHIT!! MMMMMM!! OH FUCKING GOD!! FUCK!!" Her eyes snapped wide, staring ahead in pure pleasure as her huge tits bounced even more than before. Making her hand to clamp her hands onto them, easily digging into the ample flesh and holding onto them like she was gripping onto something as if her life depended on it. Trying to keep up with the increased pace of this position as she now had to handle that fat cock she was impaled on now ramming away up into her soaking wet pussy. "AHHHHHH FUUUUUUUUUUCK!! MMMMMMMMMM!! HOLY FUCKING SHIT!! MMMMMMMM!! FUUUUUUUCKK!!" She howled out as strands of her blonde hair were starting to be left clinging to her cheeks from all the sweat. Groaning as her fingers slid over her rack, gripping her nipples briefly for a tug before going back to trying to act like a hand bra even with the mass of her tits easily spilling out over her fingers especially from the constant, rapid jiggling her boobs were having to do.

"AHHHHHHH... FUCK FUCK FUCK HOLY FUCKING SHIIIIIIIIIIIIIIT AHHHHHHHH!!" Upton near screams out as her eyes go from just staring a hole through the camera in front of her to rolling upward at the ceiling of the studio this is all being filmed in. The pleasuring overwhelming her as her body gets near rag dolled up and down on the fat, long dick pounding up into her box. The rapid clap of her body dropping down and meeting his ripped frame ringing out like a machine going haywire as he drills her. "FUCK!! FUCK!! AHHHHH FUCKING GOD!! FUCK!!" She gasps as if it wasn't for the hunk underneath her holding her in place, she'd likely have fallen off from the position from the force of this pounding. Leaving the stacked bombshell looking far from the cover girl and catwalk model she's supposed to be.

"OH GOD!! CUMMING!! GONNA CUM!! GONNA FUCKING... CUUUUUUUUUUUM OOOOOOOOOOOOOHH!!" Her stunning enough already body shuddered on that pistoning dick, and no need to fake hitting a peak like most women in the business do as Kate began to cum nice and hard on that long cock. If the cameras were on him, they'd see a proud smirk on Steel's face as he made the stunning blonde orgasm and further soak his cock with juices. Even at the risk of making him groan as her snatch tightened around his still pumping rod. "FUCK... MMMMMM!! FUUUUUUUUCK..." She gasped out as her head rolled back as she slumped back with a lean, having to be held in place by the still pumping away stud under her as he made sure she enjoyed every last moment of a clearly intense high. Along with the fact that by doing so, he was giving the recording camera another incredible sight to capture even before he finally eased off and pulled his dick out from that dripping twat.

"Easy there, babe..." Tyler chuckled as he lifted the sweat-coated beauty from off his lap. Moving her to put her down onto her back. "Don't tell me you're all tired? You'll let your bestie get an edge over you if you can't handle this." He added, still able to remain in character even with that round of wild sex.

"S-Shut up! Shut up and fuck me!!" Kate almost growled, giving him a lusty stare as she moved up. Surprising him now as she got up onto her hands and knees for the classic doggy style position! "Come on! Give me all of that fat fucking dick! Give it to me, mother fucker!!" She snapped, looking back over her shoulder at him with a demanding glare.

"Fuck yeah..." Steel just went with it, smart enough to not deny the demands of a beauty begging for it as he moved to behind her. Pushing his still rock hard dick back into that already well fucked snatch.

"MMMMMM YES!! GIVE IT TO ME, FUCKER!!" Upton in her lust instantly drove herself back against his muscular frame when he pushed in. Making her rounded ass slap back into his crotch to make him be balls deep in that very familiar love tunnel of hers with the first motion. But it wasn't long before he was working himself like a piston into her dripping twat as he started fucking her from behind to once again make the clap of sweat-coated skin meeting ring out. "UHHHH!! FUCK YESSSSSSSSSSS!! MMMMMMM!! SO FUCKING GOOD! FUCK!! FUCKING GIVE IT TO ME, STUD!! AHHHHHH FUCK!!" She demanded, but truthfully here she was giving back as good as she was deeply getting. Finding the new energy to drive her more than curvy body right back against the hunk as he timed the rhythm to match perfectly. Enduring his crotch met her ass cheeks pushing back and he filled her up balls deep to give her another round of the kind of good time she's never gotten in her life before.

The camera filming the action from the front captured not just the look of desire on her face, but the wonderful sight of those huge, MILF tits swaying back and forth in time with the motion of her body as they hung down. The world famous model keeping herself up on her hands and knees to take the pounding from behind as she shifted her body back and forth, sending her rump sharply back into her porn star partner with loud and lusty moans of approval. Whenever she looked back, the footage on the video switched to a different angle from another camera that was capturing the sight of that fat, long cock drilling her as he kept a cheek spread out for a clear view of her soaking pussy. Getting the view of both his cock sliding in and out with a stiff and swift motion along with her sinful gaze being cast back over the shoulder as she got fucked from behind.

"MMMMM YES!! FUCK ME!! OH GOD IT'S SO FUCKING GOOD!! MMMMMM!! LIKE I'M A FUCKING SLUT!! OH GOD!! FUCK!!" She gasped out, not even trying to stay in character for this parody any more as again her eyes were starting to roll upward from the pleasure building. Sweat dripping off that pretty face, leaving her usually sexily styled blonde hair a wild mess with more than a few loose strands clinging to her cheeks. "FUCK... FUCK!! AHHHHHH FUCK YESSSSSSS... MMMMM!! FUCK ME, YOU FUCKING STUD! FUCK ME!! AHHHHHH!!" She begged even as she was getting all of that and then some. Her tits still swinging away back and forth, and almost dragging on the bed sheets as her body was starting to sink as the energy was sapping from her. Trying to keep held up in position while still fucking herself on that ramming cock that was at this rate alone making it that any lesser hung man, including the one she's actually married to, wouldn't be felt inside of her stretched out love tunnel for well over a week if not longer.

Seeing her start to slump, he reaches forward and captures her arms first with the left then the right, using them to pull her into position and keep those swinging tits up above the bed. Now using the hold of her limbs to yank her back and forth against his cock as he keeps the forceful, piston-like motion going strong. Moaning himself of course with the shine of sweat across his muscular body as he gets put through his own paces having to last being balls deep inside a stunning celebrity. Handling the task as expected of a seasoned pro like himself as he kept his crotch slapping off her backside as he tapped her from the back. Filling up that soaking MILF twat over and over as his balls connected with her each time he want balls deep into that still needy pussy of hers. Letting the action speak for itself as he kept his own cries down to just the moans as she did all the dirty talk herself.

"AHHHHHH YES!! FUCKING CUMMING!! GONNA CUM!! GONNA... FUCKING!! CUUUUUUUUUUM MMMMMMMMMMMM..." She groaned out loudly again, almost drooling from the open O-shape her lips were in with her eyes gazing upward but no focus to the stare. Another powerful orgasm hitting her body, no doubt harder than the last as her body shook as she was held in place. Yet again being fucked right through the waves of pleasure as her tits still swung back and forth. "FUCK... FUCK... MMMMMMMMM... FUCK..." She gasped before her blonde haired head finally hung down like she was defeated from such powerful sex. If not for the grip on her arms, she would have collapsed down onto the sheets as the stud behind her enjoyed a last round of feeding his dick balls deep into that soaking and dripping twat of the famous model.

"Oh my fucking God!!" Kate gasps when he finally pulls out of that more than well fucked twat. Letting her down and leaving her laying on her back on the bed as that famous, large chest heaves as she rests on the sweat soaked sheets. "That... That was... Holy shit!!" Even exhausted, she still manages to smile as she looks up, before her eyes widen. "You're still hard?!" She exclaims with a shocked stare again.

"Not for long, babe..." Tyler smirks, as he moves up and mounts her. Getting, to no one's surprise, up to her chest.

"Mmmmm... Of course you would... Every fucking horny man would..." Upton doesn't object as he watches that fat cock, still soaked in her juices, being placed between her mounds.

A suitable way to start to bring this porno parody to an end as the hung hunk who has been balls deep in her pussy and mouth over the course of this film now sandwiches that long, thick cock between her famous, large and rounded tits. Making himself moan from making the tits of the married MILF press against and around his length. The size of her bust being one of the few racks that could make most of his size vanish as the crown pops out from between those titties. Holding them from the sides to push them up and out as he already smears her pussy juices from off his inches onto that sweat-coated skin.

More moans to come from him as he begins to thrust. A firm, but not anywhere close to the pace he was pounding her pussy at, motion as he slides his cock back and forth into those famous tanned mountains of hers. Leaving her licking her lips as she watches the hypnotic sight of the cock had just made her cum twice, let alone giving her the best sex of her life, now thrusting into her tits. His fingers digging in nicely as the flesh was spilling out already around them just from simply holding her. But as the jiggle started all over again from him fucking her breasts the sight was even more profound. Perfect for the camera to record at the side as her chest shakes and the head of his prick pops out from her tits when he thrusts in and makes his crotch slap against the underside of her mounds.

"Mmmmm... Fuck that feels good... Mmmmmm... Big fat fucking cock, fucking my big fucking tits..." Kate purred as her eyes shifted from up at him, giving a filthy look of desire even after having taken two orgasms herself from him, and down at that dick she's extremely familiar with. Groaning a little herself from the hot sensation of a fat shaft working between her soft, rounded tits. "Mmmmm... Nice to actually see one that isn't hidden by this big tits of mine as well..." She notes, once again casting shade without perhaps meaning to at her past lovers including the one she's happily married to. Licking her lips as that prick moved in and out of her rack, making her groan as it's changed from her holes being used for a sinful act to her stunning, curvaceous body itself being used for a man's pleasure. Not objecting to that for a moment as she let her breasts be firmly and smoothly pumped.

"Mmmmmm... Come on, stud... Fuck these big fucking titties... Bet you're jerked off to loads of my magazine covers in the past, right? Mmmmm... Stroking this fat, long cock to these big tits of mine..." She continued to give dirty talk to the man fucking her rack, as if he needed any further encouragement besides the pleasure his cock was getting from being deep between her melons. Not even caring that as she groaned out filth she was breaking 'character' from the porno parody she was currently taking part in. Perhaps even so lost in the moment of enjoying, and not for the first time from her own admission, a man taking a tit job from her, that she's even forgotten there's a camera right up close filming this as she stares up still with burning lust at the man who has driven into two intense orgasms. "Mmmmm... Bet you're gonna cum, huh? Cum all over my big fucking tits? Yeah, give me that fucking cum, babe... All over these big fucking tits!" She demanded with a hiss as she gazed up with a red hot look that alone would send many a man over the edge never mind getting to thrust into her deep and sexy cleavage like he is getting the honour to do.

Getting dirty talk from a stacked, blonde, married MILF was just the ticket needed even for a long time skin flick star like him to reach his limit. Grunting as he pulled out of her tits and shifted up to be above her body now. Allowing him to grip and stroke his dick furious as he groaned. Sending out the first blasts of his load out to catch across her face, hitting over her cheek and into some strands of her hair before the second caught more over her chin and lips. Aiming further down as he sent the rest of his seed down onto those much lusted after breasts of hers as she helpfully pressed her mounds up and together. An unmissable target as he stroked out the rest of his seed down onto them for a generous helping with some of the spunk seeping down back into her cleavage and a bit dripping down the sides to catch onto her own fingers.

"Mmmmmm... Fuck..." Kate groaned, keeping her tits together as he flicked the last drips out onto him before he moved back. Letting the camera get a good look as she leaned her head down and pushed a tit up. Able to use her tongue to drag across her own breast and lick off some of his cum from off her tit before she let go and gulped it down. "Oh, right... Guess we know which girl is your favourite now for this Layover, right?" She added with a grin, only just remembering that this is a parody as she finished off what little of the script she can remember. That really just being second to the sight being zoomed in on of those cum-coated tits as she still held them up and out. A fine vision to end on as the video fades to black before the post-film credits and copyright notices play out to draw the smutty footage to an end.

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