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Veruca is a student in your spinning class and she is thankful for your inspiration. Is it okay if she changes into something that is not covered in sweat? You tell her it is okay to change in front of you. She thought you might look away, but she is not surprised to see that you were watching her. She is wearing her bra and panties and she offers you the chance to check out her firm ass. Veruca sees that you have a bulge growing in your pants and she wants to watch you jerk off. Will you do it fo...

Get the HD 720 WMV version here!

Veruca is a student in your spinning class and she is thankful for your inspiration. Is it okay if she changes into something that is not covered in sweat? You tell her it is okay to change in front of you. She thought you might look away, but she is not surprised to see that you were watching her. She is wearing her bra and panties and she offers you the chance to check out her firm ass. Veruca sees that you have a bulge growing in your pants and she wants to watch you jerk off. Will you do it for her? You would do it for anyone who wanted to watch you! You are excited to jerk off for her because you have been watching her closely in class over the last few weeks. She tells you just how to stroke it as you stare at her titties. Now she tells you all about her fantasies about you and that makes your dick even harder. Can you see how wet her pussy is getting? She is sweaty and dirty from her spinning workout. You want to taste her sweaty pussy. She flings her panties at you and you catch a whiff of that pussy. Veruca encourages you to work your dick faster and faster and it is now that you observe that she is still wearing socks and sneakers. How much longer can you go before you have to cum for Veruca? She knows how close you are and she gets on the floor and begs for your spunk. You shower her with your hot jizz and she thanks you for the delicious post-workout protein treat.