Search Results For - Naked friend that is a girl

Four hot girls making out (video inside)

Babes, Naked Girls

June 26, 2010

I have hope that you like watching amateur photos and video, coming from real hot girls. Thats why those photos you probably never seen. Do you like hot babes, having fun? This photo and movie coming from one of the very spicy nights. These babes have had very nice night together. Naked girls was a little like a really lesbians when they had been licking each other pussy. Four cuties flashe their yummy butts on camera, pulling up their skirts, then show their pretty tits and pussies. Check those innocent naked girls, their tittes with tan lines, and that clean shaved pussies, it just send me CRAZY! These girls really know how to have fun. Ahh, I wish I were with them. Many thanks to these girls, who has uploaded their photos and few hot movies to Internet.

SEE MORE GIRL FRIENDS HERE:

GFRevenge

GFRevenge

GFRevenge

GFRevenge

GF Revenge is a porn site featuring real footage, submitted by real girls, or guys who want revenge on their ex girlfriends. Watch what happens when stuck-up GFs break their boyfriends’ hearts. This site gives every guy the chance to fuck over his ex. Submit all ur ex’s compromising pics or videos for $100 per pic and $1000 per video. Owners get emails all the time, “please take my pictures down”. “Fuck you! They’re mind now. Now the whole world is going to see your hairy doughnut!” Their standart replay. Frequent updates of private homemade videos, amateur sex tapes, voyeuristic footage and full-on hardcore scenes, and more can all be found on this site. I recommend to download more those very spicy content, inluding movies in HQ, inside official page.

Babe gets exposed naked with a cock in her mouth

Amateur porn

May 23, 2010

I have hope that you like watching amateur teens videos coming from real people. This movie has been uploaded by usual guy. He caught his girlfriend who sucks his cock, and shared the video. This guy has at truly hot girlfriend with young tittes who loves to have sex in front of a camera, it is very amazing and exciting for her. She gladly sucks his cock, jerking his rod and massaging his balls with other hand from time to time. GFRevenge is the first porn site where you can make $1000 dollars for submitting your own porn movies and photo shots.

100% All Amateur Teen Submissions:

GF Revenge is an awesome site, where dirty ex-girlfriends get exposed by their exes, who upload incredible footage of them totally naked, sucking dick, fucking and doing all sorts of nasty shit min high definition videos and photos!

Naked girls having fun in the boys room

College girls

April 27, 2010

Three sexy chix, two dudes and a camera make for an sick ass night of partying at this Pennsylvania college! Cant believe we got this footage. Naked girls record themselves making fun of all the items in the boys room, and then they gets fucked, licked and cummed together. This college girls and her horny friends sent in this video of them gettin down. See more amateur videos of college coeds fucking on campus!

Watch my hot fucking ex girlfriend and her bikini babes

Babes, Girlfriends

March 31, 2010

Check out these 100% member submitted real ex girlfriends get fucked and creamed. GF Revenge is the first site where you can get paid for submitting pics or videos of your ex-girlfriend. Did she cheat on you? Did she leave you? Now is your chance to get back! This is all user submitted content. Real pics and video submitted by pissed off ex boyfriend.

Sexy girl spreads everything open

Sexy Girls

January 25, 2010

She is surely one of the most expressive models we have shot with a number of very inspired moments. Her eyes are really something special and her dirty talking is far from cliche with her very genuine sexiness coming through. In the second half she gets her ass up in doggy style and enthusiastically fucks the air as if she is fucking an imaginary friend. In the end she does some very nice bum squirming while lying on her front with her legs open wide. If we had to give an award for the best acting or most inspired performance Kayden Kross might win it here. Lying on her front with her legs spread wide Kayden starts dabbling her finger inside her pussy.

Naked girls fucking each other

Lesbians

December 29, 2009

Don’t miss these three lovely roommates having a hot lesbian sex orgy with a lot of orgasms. This might be one of the best orgasm scenes. Three naked girls are climaxing like crazy. Guys, you can just sit and watch what the female oragsm is and how to bring your girlfriend to such amazing climax. I think this lesbian sex scene is all about a fantastic orgasm. This sexy brunette babe is taking a hot bubble bath when her best friend and roommates come into the bathroom and join her. The girls love watching their roommate totally naked in the tub and they adore the sexy thong tan lines marked in her beautiful bubble butt. The girls caress her beautiful ass and invite her to get out of the tub, drying her up with a soft cotton towel and taking her to the bedroom, stripping naked and joining her in bed. She loves getting hit on by both naked girls at the same time, ever since the first time they did it, months ago after she broke up with her boyfriend and confessed to them that she needed a change… and sex! The lesbians always take her by surprise, keeping up with two tongues and four hands exploring her naked body is a challenge and many times, the pleasure overtakes her and she finds herself cumming over and over until she is drenched and exhausted, she loses count of how many times her hot lesbian roommates and lovers make her cum in a single session of hot, dirty lesbian sex! Naked girls stuff her mouth with their juicy tongues while spreading her legs wide open and tongue fucking her tight snatch, lapping up her juices. She does the same to them, eating one out while the other gets behind her ad rims her asshole, she adores feeling a wet tongue fucking her sensitive asshole! Three hot naked girls take turns sandwiching each other, getting double teamed in tandem, tasting pussy and ass while taking turns is the hottest way to spend the evening for these naughty roommates! One of the best lesbian threesome, pussy eating, face sitting and ass licking scenes I have ever watched. These girls cum like crazy, with such strong, genuine contractions!

Sweet girl gets fucked in her sleep

Babes

July 25, 2009

Have you ever had a totally hot girls sleeping over at your house and had the urge to sneak in on them and check out their pussies while they sleep? This video will make your perverted fantasies cum true. This sexy blonde invites her two best friends forever to a sleepover and the girls have a great time, partying, talking, playing around and stuff. Her stepbrother waits patiently and pays them a visit in the morning, while they’re still sleeping. Teens have a sleepover – this is any guy’s hottest wet dream cum true. He’s been thinking about his hot stepsister and her friends all night long and he has a huge morning wood he needs to share with them! He sneaks up on the best friend closest to the edge of the bed and places his hard cock over her face, watching as she instinctively opens her mouth and starts sucking it, probably thinking she’s having a wet dream! The other girl is sleeping right next to his stepsister, embracing her and the girls look so hot, cute and sexy together! He pulls her knickers down and rubs her hairy bush before moving on to his stepsister and placing his dick on her mouth. She wakes up surprised to see his stepbrother’s throbbing member, and her pussy is already dripping wet as she spreads her legs and invites him to fuck her very hard right next to her sleeping friends. He rubs her wet slit with his morning erection and sticks it into her sweet bald pussy as he can’t wait any longer. He holds her legs up in the air, spreads apart as his step sister allows his entire cock to be swallowed by her pussy. Her pussy is as hot and tight as he imagined it would be, and it’s just so fucking hot to be banging your very own step sister! He lies flat on her side of the bed so his stepsister can straddle herself atop his morning wood and impale her wet pussy on it, riding her stepbrother’s hard cock and taking off her clothes so he can see her fully naked as she bounces up and down his cock like a pogo stick. Check it out, one of the girls begins to masturbate her pussy in sleep while they fuck next to her! His hot step sister hopes the girls wake up soon and see them fucking right there in bed next to them, she knows they are going to be as turned on as she is, and after her stepbrother finished fucking her, he can take turns fucking all girls and she can have hot lesbian sex with them! Their sleepovers are going to be much more fun from now on, knowing she can invite her stepbrother over and they can suck his hard cock and have him fuck their wet holes all night long! For now, she wants to enjoy his rock hard member and his creamy cum before the girls wake up and she has to share him!

NAKED GIRLS IN A THREESOME, FOURSOME AND MORE-SOME SEX:

BFFS is the place to check out, view and enjoy the hottest naked girls in the best teen orgies. Best friends forever exposed in the raunchiest XXX action you can see on the web! When they first met these sexy teen bitches had no clue they’d end up being such great friends, they’d share it all, from sex toys to lovers! Watch these teen sluts sucking dick, enjoying threesomes and group sex, having hot lesbian sex and grinding their bubble butts while riding a big dick with their 18yr old besties watching and getting covered in hot jizz together! Come along and join the fun!

Amazing hot girls kissing and touching eachother

Hot Girls

May 23, 2009

Check out this video clip if you like to watch 18 year old girls making love for the first time. Here is a story of my first lesbian experience. I had sex with a girl and it was the best experience ever. I really want to do it again with my best friend. Well.. we were home alone with my best friend, playing video games like we always used to and since we were planning a sleep over, we had already got comfortable, meaning I was in my panties, wink! I was pretty focused on the game, and as it turns out, my best friend was pretty focused on me, because all of the sudden, I felt her soft hand under my panties! Talk about awkward! I was so confused at first; I wasn’t sure what to do! I didn’t want to react abruptly and make her feel bad, and at the same time, it wasn’t as if having her fingers exploring my pussy was a bad thing; matter of fact, my after a few seconds my panties were drenched in my pussy juices! I was turned on big time! I tried to concentrate on the game but her fingers were doing things to my pussy that I could have never come up with in my wildest dreams and now she was taking my drenched panties off, spreading my legs and masturbating me shamelessly… and I was loving every second of it! I grinded my hips and pelvis, feeling her three fingers stuffing my pussy and my pussy juices dripping down the crack of my ass! The rug was getting soaked with my juices as I climaxed over and over! I finally let go of the control, convulsing and screaming out for more… and since I still had my headset on, all our friends playing with us online could hear what was happening, which instead of embarrassing me, only made me hornier! I kissed her lips as she stripped me naked and ate me out on the rug! I closed my eyes taking in the feeling of her touching my little wet pussy with her sweet lips and her tongue. It was amazing, to have a naked girl pressed against me, kissing my pussy mound, feeling my body, caressing every intimate detail between my legs! We 69’d and ate each other out the rest of the night! We are two girls in love!

THE HOTTEST TEENS EVER IN THE BEST PORN:

Sensational teen babes with juicy boobs and firm butts and dripping wet pussies in the best hardcore porn ever! Young 18 year old girls get down on their knees to suck huge cocks, lick balls, then bend over and spread their buttocks so their yummy pussy and ass can get slammed hard in front of the cameras! RK brings you the hottest hardcore sex scenes, the sexiest teen girls, these guys have the best porn on the planet! Watch these hot teens in sensational dick sucking, hard fucking, anal pounding, lesbian loving, group masturbating and cum drenching hardcore action!

Naked girls fucking their pussies

Lesbians

April 27, 2009

Gorgeous teenie lesbian chicks playing with dildos. Naked girls fuck their wet pink pussies in the buth tub. These teens are totally out of control! There are five HOT college girls total with one more hot girl behind the camera. No doubt it was a great idia to have a group bath, together and fully naked. Within moments, they are all butt-naked with those young, bald, tiny pussies exposed. One of the girls admitted she’d never been in a tub with other naked girls, and immediately after, all her friends decide to show her what lesbian sex is all about! The girls all start making out and feeling-up each others naked tits, asses and pussies. As you can guess it is an all-out, teen lesbian orgy with non-stop pussy sucking, clit licking and fingering until all girls have orgasm. Don’t miss watching Crazy College Girlfriends as these hot girls do incredible things on camera! Instead of sinking their faces into books and lectures, these college babes are sinking them between their lovers’ legs so they can eat pussy, suck dick, get their pussies fucked hard at college sex orgies and get their cute faces covered in cum! These girls are smoking hot, and the actions are even hotter! You won’t want to miss out these amazing videos. That’s a must-see!

Cosplaying weeb couple rowdies up the house in more than one way with their passion

Babes, Big Tits, Sneaky sex, Threesome

October 28, 2024

Tyler is a fan of Attack on Titan and loves dressing up as one of the humongous creatures from the show. Kali, on the other hand, enjoys her Sci-Fi Anime and will often cosplay a cyborg or a machine. What they both share in common is a passion for Nerf battles and laser tag. Today, they run around the house playing with their toy guns. Kali emerges as a loser, and now their deal must be enacted. She kneels down to receive Tyler’s bulging meat. Her mouth leaks as her saliva thickens. He begins rubbing his bloated, cum-filled balls all over her face. She suckles on his balls and his rod teasingly, getting ready for round two. Tyler hides underneath Charli’s green shirt, hoping his girlfriend won’t spot him. As she moves away, he notices that Charli is completely naked underneath. He stares at her clean-shaven snatch and contemplates for only a moment. Giving into his curiosity, he inserts a finger into the cougar hole. The sex-starved MILF’s reaction is immediate, and her satisfied moans echo out like a beast in heat. Already excited from his earlier encounter, Tyler capitalizes on the chance to indulge in sudden mating. He stands up, helping the blonde lean over the counter. He grabs hold of her bountiful booty and sticks his titan into her from behind.

NURSES DESPERATELY NEED SPERM:

The mommy desperately attempts to hold in her lewd voice, but the song keeps rushing out. Scratching the older lady’s itch, he picks up his walkie-talkie and returns to the game. As the teens continues to play, they find themselves suddenly defeated by Charli, who is now dressed in a matching suit and colorful hail. Now, it’s their turn to listen to her. The trio lays on the bed, with Kali eating the rainbow hair’s pussy. Tyler adds his own input into the fun by doing Kali from behind and switching to missionary cougar acquaintance. MILF’s breasts bounce out of her suit as the passion rises. Both women play with the shared rod, kissing and licking it from the crotch up. Two mouths round his cock, two pussies wanting fucking. Kali slowly mounts the hog like a cowgirl, bouncing on it like a ball. Toppling down from the sheer pistoning, she falls into Charli’s fondling embrace. Tyler is relentless, positioning his girlfriend until she sees her favorite Sci-Fi stars. His cock goes from one pussy to the other every minute or two, fucking these two beautiful girls. The girls are cumming hard and their cries fill the room. They get into a fight over his cum. He just laughes at them that pisses them both off and the girls attack him, trying to get as much his cum as possible.

An innocent teen in love with her boss fucked him when his GF dumped him

Black Cocks

October 25, 2024

She was a teen with angelic beauty and he was a rough huge black guy she was working for. Her name was Melanie and she was in love with her boss sighing for him secretly knowing he had a girlfriend. So as usual, she was in his office preparing the contracts and other documents for him and bought a present for his GF as he requested. But at that point that gal was ex and he asked Melanie to try on what was in the box. She went into another room, put on luxurious black lingerie, and appeared before him. It was a dream come true for her. He was kissing her and that was bliss. He took out his monster BBC and she went down on her knees doing what she was daydreaming about so often. She started licking and kissing the black head of his cock. After a long blowjob, he took her to the bedroom and took her panties off. The beautiful naked girl stick her gorgeous ass up in a doggy style and waited for the first penetration thrilled to the bone. At first, that thick rod was too much for her tight pussy to take so he was going slow on her. But inch by inch in going through a slow burn she was ready for the whole intake. After a while, she wanted to take it again into her mouth, struggling to handle that humongous tool. Then she was up, in a cowgirl, in his arms controlling the penetration. He was feasting on her flawless small tits and her well-stacked skinny body. She was still shaking from her last orgasm as she opened her mouth to take him. His black cock slid past her red lips. Then the cute teen babe was in reversed cowgirl, enjoying every inch. But for her, the best moment was when he was facing her in a missionary and talking to her sweetly while impaling her little slit. His blood was rushing through his system seeing her meat hole stretch out under his king-size cock.

Sexy blonde Kate is ready to do anything for a couple of bucks

Amateur porn, Black Cocks

October 20, 2024

My friends and I drove around in our van and decided to have a bit of fun. We spotted a lonely blonde on the bench in the park and asked her if she wanted to make five hundred dollars easily. She agreed and entered our van. It was clear a little slut was ready to do anything for money. We asked her to take off her clothes, and she did. The first thing that caught my eye was her perfect tits, then these slender shapely legs and the most beautiful ass I had ever seen. The sexy blonde started twerking, which made us all horny. My friend just pulled out his huge black cock and she knew what was about to go down. She started jerking him while holding him in her mouth and working her tongue over the head. My buddy was pumping his hips, forcing more of his cock in her mouth. She started gagging a bit, but it was still very impressive. I was excited to see what else she could do. The naked girl turned around and bent over. He spread her asscheeks and put his tongue inside her pussy. She started moaning loudly. “Yes, please! Fuck me, I want both of you, both of your cocks. I can take it.” My buddy’s cock slid inside her body in one easy glide. She let out an even louder moan as he put it in. His cock went really deep inside. I couldn’t believe that she could take it. They then got on the floor, and she started riding him in a cowgirl position. I watched as her pussy lips gripped his huge cock. The naked blonde started jumping on his cock faster and faster. She was so wet, so hot down there, so tight, her insides clenching with her orgasm. I went in front of them to get a better view of her pussy and tits. Her tits were bouncing around, and she started touching her pussy while getting fucked. She pulled up her legs and started squirting all over the van while he was fucking her. He then came inside her pussy. This was really worth it for her.

Two beautiful muggers fucked a rich guy after cleaning him up

Huge cocks, Naked Girls, Threesome

October 20, 2024

At a luxurious hotel, two sinister hotties Kelly and Sirena were working as concierges. They were very attractive chicks who could seduce any man. Working here was a perfect position to lurk on rich people checking in and seeking the opportunity to get them mugged. As some couples came and went, Kelly noticed an older guy who had come in with his wife. Since Kelly was a very pretty and thin blonde, she easily made him fall for him. The plan was to break into their room while Kelly distracted him. Sirena picked up the jewelry when her friend entered with the man dragging him to bed. The Sirena hid, while the man completely fell under Kelly’s sway, who stripped naked and began to give him a blowjob. He was completely deluded and unable to see anything but her. While she blew him, the other slut got turned on watching them and decided to join. She snaked on him and lifted her skirt landing her pussy on his mouth. He was surprised at first but soon he gave. There is nothing better for a married man than two young pussies. While one naked girl was facesitting him, her slutty friend was all over him sucking his fat cock to the deep throat. The girls aimed to take the best of the situation – take the money and have the pleasure.

THE MOST BEAUTIFUL GIRLS IN PORN:

Blissfully ignorant, this lucky guy ended up in a threesome totally unexpected with two smoking hot but wicked babes. Who cares when it feels good? Then both naked girls were sharing that thing taking every inch with sheer joy. When it was time to ride, of course, Kelly was the first one to get on. Right there in a cowgirl, this dazzling blonde was having a divine revelation because the guy had an enormous manhood and she could not get off of it. But her friend was eager to have it. The naked girls switched and then this captivating brunette Sirena was over him sucking out every bit of heat. After they passed the faze when under the first wave of passion, the girls became palyful and perky. They were changing roles and positions with such a lightness that it was clear this wasn’t the first time they had a scheme like this. While one was on, the other was off rubbing her clit to help her reach an orgasm. They tantalized and teased the fucker by kissing and licking each other making him totally seduced and leaving him wanting more and more. The two pussies were there, wet, hot, available to him. Soon these two pussies were dripping with cum. It was quite a sight.

Two teenage lesbians couldn’t wait to meet up and make their pussies kiss

Lesbians

October 20, 2024

Two teenage lesbians just couldn’t resist making out. Their tongues twined between their lips as the floodgates between their legs opened. Their hands glided and felt each other’s smooth curves, arousing their igniting desire. It is Kait who takes the lead, pushing Demi down. She raises her girlfriend’s torso skyward, revealing the naughty flower petals. She holds her prize in place and lowers her lingua to caress the hidden bud. Demi’s body shivers as her girlfriend caresses her labia. with a devilish grin and a look, she pushes her tongue against her clit and bits it with her teeth, she eats her out, licking up her excitement as she pushes her tongue inside her before licking up across her clit. The little lesbian moans softly. Her fingers slip between the petals, and she slides them into the love tube. Having been pleased enough, Demi retaliates and overthrows her partner. Now, her nose is buried in Kait’s garden as her pink muscle devours the precious nectar. She has learned and adds her finger to the pussy play. With their hearts beating into heat, two naked lesbians kiss once more, sharing their lust in saliva. The submissive Kait lays down as her girlfriend kneels above her face and lowers her waist. She feels trapped in a cave, with the only water source coming from above. She drinks gleefully, not spilling a drop. But Demi has found a weak spot, and her girlfriend collapses, now feasting on her kitty. The naked girls indulge in each other’s flesh, eating the other out without end. At the climax of their feast, Kait once more towers over her pleaser. Their clitorises intimately kiss as Demi begins pressing her waist down. Their legs lock up, scissoring their moist crowns. Each touch is a storm of electricity. Their wet pussy lips are so slick and juicy that they slide over each other like they are kissing with their mouths.

Two horny twins get their tight pussies pounded by two fat cocks

Foursome, Naked Girls, Teen Sex, Young 18 year old

October 19, 2024

When two twins get horny, you can only expect trouble. These two naked twins take out their vibrators and start using them on their bald pussies. The girls are lying on the bed next to each other, their legs are open, revealing two young 18 year old pussies, weeping profuse amounts of liquid desire. Two of their guy friends start banging on their door. The naked girls quickly dress up and open the door. They go out wearing their bra and panties. We get a nice shot of their asses jiggling when they move. Two friends immediately get the message and are ready for everything. The two sisters then get on their knees and pull out their cocks. They start sucking and deepthroating. These two are really good at handling a huge cock. They even start sucking their balls. They get their spit all over their cocks. Twins do everything together and even suck cocks and fuck. So the girls get on the bed and spread their pussy lips exposing their pink clits. The two guys start kissing their sweet pussies. Both are moaning and soon we can hear slurping noises as tongues lick wet pussies. With their mouths latched onto their young cunts and their tongue thrusting deep into their vaginas , the girls almost scream out as they cum. Two sisters holding hands, squeezing each other’s hand as they cum simultaneously.

18 YEAR OLD PUSSIES FILLED WITH CUM:

They then all get on the bed, their pelvises up as the guys push the head of their cocks into their aching, tiny little holes! The two twins open up their legs and lift them up above their heads. This way, their pussies can get fully stretched, and the cocks can go even deeper inside them. Then they switch it up to cowgirl and reverse cowgirl positions. We get a wide shot of two of them getting their pussies destroyed. Their pussy lips are doing a great job at stroking the two cocks. The entire living room is filled with sighs, moans, and orgasmic squeals as busy cocks do their best to satisfy these two horny twins. We get to hear the sound of their pussies getting hardcore pounded. The sound of balls hitting their fat asses is truly something. We then get a nice POV shot of the naked girls getting banged. The two guys start thrusting faster and faster. The louder the moan, the faster they go. They want to make the twins cum. The sound of their moans and the wetness of their pussies finally make the two guys cum. They blow their loads inside their pussies. The cum starts dripping out of the two twins’s pussies. The sisters can barely walk after this, but it is worth it!

Tiny football fan getting her little pussy filled with so much cum

Creampie, Young 18 year old

October 15, 2024

Tiny football fan does sexy teases in her jersey before getting her little pussy filled with so much cum. She jumps on the bed, takes off her football uniform, and bends over to show us her fat pussy lips. You will be attracted to her by her cute little ass. It is a perfect little bubble butt! Don’t miss this video if you love petite girls with tiny tits, small pussies and cute asses. The naked girl keeps jumping and exposing her pussy and ass. Her boyfriend uses a vibrator on her pussy to calm her down a bit. She starts moaning loudly. She loves her vibrator, but nothing can compare to her boyfriend’s tongue. He puts his tongue really deep inside her bald pussy and starts licking slowly. He knows just the right tempo. He grabs her tits while sucking on her clit. She loves it when he gets rough on her. The naked girl gets on the ground and takes out his fat cock. She is ready for the challenge. She wants to try to deepthroat it. She has been practicing for quite some time now. He grabs her by the hair and starts fucking her mouth. She gags a couple of times but ultimately does a good job at it.

18 YEAR OLD PUSSIES FILLED WITH CUM:

He takes her to the bed and opens up her legs. Her head is resting on the bed while the rest of her body is upside down, receiving his phallus from above. He stretches her pussy and puts his cock inside her, pile driving it deep into her tiny body from above. On every thrust he slams his length deeper, forcing himself down. He looks down to see her pink pussy lips wrapped around the base of his cock. His girl takes it like a champ and even touches her clit while he is fucking her. She gets on her back, and he fills her pussy up with his cum. They can’t end just yet. This is only the beginning. Sheets on top of him in a cowgirl position and starts riding his fat cock. We get a great shot of her pussy lips stroking his cock. Her pussy is full of his sperm. She turns around and shoves her cute little ass into the camera. Watching her ass bounce is truly a thing of beauty. She goes faster and faster. He grabs her ass, and we get a POV of them fucking in a doggy-style position. She even spreads her buttcheeks with her hands so that he can go even deeper. He grinds on her clit and her pussy starts milking his cock. He just rams his throbbing cock into her and holds it there as he starts spurting his cum into her vagina. She watches as his cock pulses with each shot into her. He quickly pulls out of her, leaving her feeling empty down there except for the feeling of the liquid he left. She feels like she can’t walk. Her pussy gets really destroyed.

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