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As I approached the door, I noticed the light on in the basement, so I looked and got the shock of my life. There on the couch with his pants down around his ankles was Ben, with Michelle riding his huge cock. It must be 10 inches at least, but not really thick. Crouching on the floor next to them was Katie, playing with Ben's balls with her left hand and her pussy with her right hand. I was mesmerized and grateful that it was dark out so they couldn't see me watching them. I could tell by his facial expression that Ben was really enjoying this. I watched intently as she rode up and down with his balls tensing from the pleasure of a tight pussy and soft hands stroking him. He whispered something in her ear and Michelle climbed off Ben's cock and Katie replaced her, first giving Ben's cock a few licks of her tongue. more ...