I firmly sucked her tits while she played with my balls and ass a bit.  I told her I liked the feeling of her fingernails back there and she rubbed it pretty good while sucking me.  This had me moving well and I went down to lick her clit both through and around her red lacy panties while she sucked me and even tongued my ass a bit.  Next thing I knew, she was cumming from our sexy 69.  It was fast and strong.  After she calmed down I had her ride me with her wet pussy.  She was worried it was too wet to get me off but by then I was so excited I had no such fears and promptly pulled out and stroked out a good thick load while she once again went between my legs to assist orally.