Dylan is fast asleep while Billy on the other hand can't seem to doze off. Billy thinks that if he rubs one out he can fall asleep so he begins to jack off while looking at Dylan. Dylan can hear Billy moving so he wakes up & sees his big hardon. Dylan pulls off his covers to reveal his huge cock & Billy can't believe how big it is & jumps into his bed & begins servicing his uncut dick. Billy is all over that cock slurping & drooling on it but it's not enough & he wants Dylan to fuck him deep & hard even though he is scared of the thickness. Dylan tells him not to worry & fucks him good & hard until they both cream all over the place & finally Billy can get some rest.
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