I hear her breathing becoming heavier as she tenses up again. Goosebumps appear all over her. I can tell she is becoming excited and that only excites me further. I start to kiss lower fallowing her colar bone until I have reached the base of her neck right above her chest. I feel her whole body tremble as my hand slowly and gently trails along her side to her breast. She inhales sharply as my hand grasps her breast and I gently squeeze it my lips moving slowly closer to her breasts. I gently rub and squeeze her breast well kissing a line across the top of them right above her bra. She moans quietly trying to hide her pleasure. My free hand slowly starts to slide around her and she lifts herself slightly to allow my hand under her. I quickly undo her bra and she helps me to slide it off of her exposing her bare breasts. I waste no time and press my lips to one of her breasts kissing around her nipple as my hand starts to trace circles around the other. Her moans start to get louder, she is no longer hiding her pleasure. As soon as her nipples harden my mouth moves to it and I start to suck gently on it as my other hand massages the other nipple gently. I flick my tongue across her nipple ever now and then as I suck on it, hearing her inhale sharply every time I do. After a few minutes of teasing her this way I kiss a line down her stomache to her waistline. I see her hands grip the sheets harder and harder as I move closer to her waistline. Once I have reached her waistline I gently brush my lips slowly back and fourth right above her panites. Her breathing quickens as she shivers. I decide I have teased her long enough and reach my hands up to grab her waist. She lifts up to allow me to pull her panties off. With a smile I bite down on the waist of her panties and pull them to her knees with my mouth. All the while she watches me biteing her lip. As they reach her knees I grab them with my hands and pull them the rest of the way down. I gently open her legs and start to kiss from her knee up the inside of one of her thighs until I am close to her pussy and then move to the other leg to kiss down the inside of her thigh to her knee. I look up and see the pleading in her eyes, I smile back to her. I move my head in close and press my mouth to her folds, and move my tongue up and down between them. I tease them like this and hear her moans. I push my tongue inside of her while kissing her folds. I move my tongue around inside pushing it against the sides and sucking on her folds, my mouth pressed tightly against her. I feel her intire body tense up and she lets out quiet wimper as she becomes incredibly wet. A second later she relaxes again breathing heavily. I pull away and sit up. I smile and slowly start to pull my shirt off. She smiles, and I smile back as I undo my jeans and pull them off aswell allowing my hard manhood to stand erect before her.