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Bernie and Simon have been best friends for such a long time! Lately, though, Bernie has found herself really crushing on Simon. She knows it'd be awkward if she makes a move and learns that Simon doesn't feel the same way, but at the same time she has to act on these feelings. Today the girls have met up to do a dancing workout together. Bernie can't help but sneak little touches to herself as she watches Simon get all warmed up. It's just that Simon is so hot with her big boobs and firm ass nice and visible in her tight workout attire. Plus that camel toe! Bernie is so turned on. As the girls do their workout, Bernie tries a few times to make her affection known. Simon bats Bernie's hands away and turns her cheek to attempts at kisses at first. Eventually, though, she gives in to her own mutual attraction. Soon enough, the girls are locking lips with a sense of desperation that they've waited for so long to enjoy each other's touch. Bernie may have been the instigator, but Simon is the one to really get the party started. Slowly pushing Bernie backwards until her back hits the couch, Simon then focuses her attention lower, between Bernie's thighs. Since Bernie isn't wearing any panties beneath her leotard, there's no barrier to entry once Simon has unsnapped the bottom. She can just dive right in and go to work with her tongue and thumb to make pleasure explode in Bernie's juicy twat. Sitting up, Bernie helps Simon out of her shirt so she can finally, finally indulge herself jiggling and kissing her best friend's big boobs. Simon is happy to help Bernie out by standing and shimmying out of her shorts. Then she takes a kneeling position on the couch above Bernie's mouth, the perfect spot for Bernie to eat Simon out while also masturbating to the hotness of it. Turning around and taking a seat, Simon spreads herself wide open for Bernie to continue her oral exploration. The new position lets Simon really indulge herself squeezing those lovely titties as Bernie goes wild with her tongue. For her own part, Bernie can easily continue diddling her clit to keep the good times rolling until Simon's hips are bucking. Kissing her own musk from Bernie's tongue, Simon lays down and pulls her new girlfriend onto her face. Bernie is eager to enjoy riding Simon's tongue with long strokes of her hips. As Simon settles into eating Bernie's pussy, Bernie leans forward to complete the lesbian 69 and give Simon back a bit of the pleasure that's coursing through her. Helping Simon sit up and cuddle in her arms, Bernie holds her BFF tight. One hand is free to roam Simon's incredible busty body, while the other works Simon's clit. It's not long before Simon is once again mewling in delight as Bernie brings her off. In return, Simon gets Bernie on her back for one last pussy feast that leaves Bernie squealing, sated, and oh so pleased with this new turn in their friendship.