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Dylan is fast asleep while Billy on the other hand didnt appear to doze off. Billy is just lying in his bed watching Dylan sleep off. Billy believes that when he rubs one out he can fall asleep so he begins to jack off while looking at Dylan. Dylan can hear Billy moving around and that he wakes up and sees with his huge hardon. Dylan pulls his covers off to reveal his huge cock and Billy didnt think how large it really is and jumps to his bed and starts feeding his uncut dick. Billy is all over that cock slurping and drooling onto it but its not enough and that he needs Dylan to fuck him deep and hard even though he is scared of the depth. Dylan tells him not to stress and fucks him hard till they cream all over the area and ultimately Billy can find a rest.