Charlotte was standing before Kate now, her unit just inches from the surprised blonde. Charlotte let out a soft moan as Kate continued to prod her member. Charlotte pushed Kate back, turning her as she went until the blonde was flat on the bench. "Mmmm....that's a good slut." Charlotte pulled herself off Kate; her cock slick with pre and saliva. Charlotte rubbed her dick across Kate's tit enticingly. Every time she bottomed out, every slap of her balls against the model's' thighs sent Kate's tits bouncing around. Her cock was completely spent; the vacuum like cunt of Kate Upton sucked every little bit of jizz out of it. Kate's eyes fluttered as Charlotte started to pull out.