Her puffy nipples were nice and hard. I leaned forward and took a nipple into my mouth. I sucked and licked one and then the other, driving this littl...e teen girl crazy. My hand slowly slithered down her belly, reaching the waistband of her panties. I slowed my movements so I wouldnt freak her out and stopped when I felt a wetness. The crotch of her panties was completely soaked. I kissed down her belly to her panty covered pussy. I grabbed the sides of her panties and slowly pulled them down,. Ruth returned and from the hall said, “Fred can I see you a moment please?” It all sounded so polite but there was a stern sound in her voice and Fred got out of his chair trying to keep his erection in place. In the hall I heard muffled voices and then Ruth came back without Fred. “it is a school night Larry,” she said, “I think it would be best if you headed for bed.” Now I was faced with a problem, should I let my boner show or try to adjust it like Fred did. But Ruth made it easy as she. But before she could get comfortable I lifted her up and removed my cutoffs. She wiggled her little butt onto my dick again and I was hard in seconds. It didn't take long until I felt the wetness between her legs running down and onto my hard on. I picked Carrie up and we carried her to the couch. I set her on the couch and placed her so her butt was at the edge of the couch. I lowered my face between her legs and slowly put the tip of my tongue on her puffy lips. Her lips parted and I licked. As soon as Becky left, Babs said that she saw how she looked at me and thinks I might have a good chance of getting her naked and taking her, but to leave to Babs to work out. Ten minutes later, Becky was back with her large drawing pad, easel, pencils and such. We stripped down and asked her how she wanted us to start. She pointed to my cock and asked if it needed to be erect first and Babs said no problem, knelt down and took it in her mouth. Becky’s eyes were huge as she watched and then.