Mr. B and We

My best friend Alicia and I have a male friend who is way older than we are.  We visit him on the weekends.  One thing we both like to do is lay on Mr. B after he is pooped from having sex with us.  He lays on his back and I lay on top of him.  I spread my legs apart.  We kiss, and part of the time I lift myself up off him a little so he can tickle my nipples and feel my titties.  He is way taller than me so my pussy is about where his bellybutton is.  Alicia sticks one hand under my tummy to masturbate my clit and she strokes Mr. B at the same time.  Mr B reaches around my bottom and masturbates my pussy from the back that way.  I kiss him alot and cum so many times until it tickles too much and I have to stop.

Then I trade places with Alicia and we do it all over again.