Cute girl struggles on her boyfriends cock.
You can read more about that problem in this article:
When you insert your penis into someone else's body or move it with your own hands during masturbation your foreskin will naturally push back a bit, without you doing anything special to it.
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Another guy appeared next to her not waiting for her to be ready and just spilled the contents of his balls into her now open mouth.
She looks like she is asleep, but I suspect she is still reeling from the orgasms she has experienced.
Facta, non verba.