Smut Submit.com - true submitted amateur porn uploads

Only the finest her first smut uploads make it here. Enjoy thousands of user submitted pics and vids of her first and come back tomorrow for more!

Yes I would, but first I would lay her back spread her legs and commence on kissing,licking, nibbling and sucking on her pussy and once her juices start to flow I would then start to fuck her if she wanted too.
yes i would, but first i would lay her back spread her legs and commence on ...
Love it at the beginning when you first thrust it in her and she yells out with pleasure , the little slag obviously likes it rough
love it at the beginning when you first thrust it in her and she yells out with ...
Can I lick it all up first, then I will fuck her and download my Fresh, Thick and Gluey hot cum all into the nice pussy making it all dripping wet and Gluey.
can i lick it all up first, then i will fuck her and download my fresh, thick ...
mmm after seeing your first few pics ..i was becoming a fan...now knowing that you share her...I am even a bigger fan...well done..keep up the good work
mmm after seeing your first few pics ..i was becoming a fan...now knowing that ...
Making sure her hangers hang well.  But you should have stripped those shorts off her first....
making sure her hangers hang well. but you should have stripped those shorts ...
make love to every inch of her perfect body starting with a long slow lickin upb her sexy thighs and kisses across that sexy tummy on my way to a total sucking of those two lovely tits then with my hand on that ass i pull her pussy onto my face and lick/suck her first orgasm out of her then i,d bend her over grab those awesome hips pull her onto my cock slowly building up depth and speed i,d fuck aer hot pussy good and hard till i empty my cum on her sweet ass cheeks
make love to every inch of her perfect body starting with a long slow lickin ...
I gently lick her sweet lips then suck them and lick them harder, search deep inside her with my long tongue, working my way up to her clitoris from underneath to gently lick it and suck it into my mouth then lash it with my tongue while keeping the suction. When she seems ready, I wrap my lips back around my teeth and "gum" it, switching between these until she has her first orgasm. Now I work my way lower to lick her twitching anus and spear it with my long tongue as I stick my big nose in her dripping pussy. I continue until she begs for my cock...
i gently lick her sweet lips then suck them and lick them harder, search deep ...
Such a gorgeous hot juicy pussy and sexy little sweet ass has my tongue going wild wanting to lick first her wet pussy into orgasmic ecstasy tonging the sweet nectar into her waiting ass hole rimming then in while fingers continue deep in her pussy then ass has her begging for cock and a wicked anal fucking!
such a gorgeous hot juicy pussy and sexy little sweet ass has my tongue going ...
without a doubt, one of my favorite fuck episodes on Zoig. any guy who likes watching and making videos of his wife fucking other men is a hero of mine. Would like to watching who ever this guy is, fucking my wife, while I fuck this stunning woman, just like in this video. Only problem, if she stuck her tits in my face fucking me on top, my first orgasm would come in about 3 minutes, and the next one in 10 minutes, quicker if she was tickling my balls while I sucked her nipples
without a doubt, one of my favorite fuck episodes on zoig. any guy who likes ...
You continue to please us. More solo masturbation, please (or some mutual with your sweetie and you next to each other...that would be nice, too). Way back in prehistory (last year---on your first video index page), there is one with the caption "D putting on a show for all of you. There is more to come... promise" that we go to again and again. In so many masturbation clips we see, the lovely lady pays no attention to her breasts. Every woman I have loved -- even if she is shy -- at least now and then will allow her fingers to drift there without embarrassment when we play. It absolutely knocks me out; and both of us love to see others do it. That early clip is delicious.

Thank you for being here. So nice to watch you no matter what you do.
you continue to please us. more solo masturbation, please (or some mutual with ...
I love women who offer both holes, and I'd love to fuck her pussy first and then her tight looking asshole.
i love women who offer both holes, and i'd love to fuck her pussy first and ...
I'd probably  go for her hot pussy first mmm
i'd probably go for her hot pussy first mmm
first you my way through your clothingthen eat her out till she squirts c** everywhere then move up your breasts   for a minute nibble nibble around you back side bury my nose in your butt eat you from that side the back side this time making you c** again then roll you over 69 it probably yeah and you come once more and if we have one minute left area and I'm out of time
first you my way through your clothingthen eat her out till she squirts c** ...
Hmmmmmmm, delicious, I'd love to lay between her legs and spend a few hours just licking her delicious pussy to several orgasms.... First!
hmmmmmmm, delicious, i'd love to lay between her legs and spend a few hours ...
U are damn pretty:) got any advice for my first sex with a pregnant girl (8months)? 

Her breasts are really swollen and sexy, are they more sensetive at this point and ur favourite sex osition while having that belly :)

kisses
u are damn pretty:) got any advice for my first sex with a pregnant girl ...
First I would pull her shirt all the way up, then use both hand on one legs to rub from her knees up to very close to her lips for a few minutes.  Then leave her thong on and lick the side of each lip for couple minutes.  Pull her thong off and start licking right in the middle.  Also spread her cheeks and lick her ass hole to get it warmed up for cock later.  Start rubbing my cock up, down and around her slit.  Slip it in and start fucking her.  Call you over to lick her clit while I fucked her.  After she came and got my cock all creamy, bring it up to her asshole and slowly work it in, then fuck her ass until I filled it with cum.  Then clean up, relax and in a little while fuck her again so this time I could cum in her pussy.
first i would pull her shirt all the way up, then use both hand on one legs to ...
Rotate them in a 69, taking turns with each on top.  Then fuck the top one in the ass while she's getting her pussy eaten.  She which one blows her nutt first.
rotate them in a 69, taking turns with each on top. then fuck the top one in ...
I'd love to fill her sweet hairy pussy. LOVE that pussy hair. I'd have to taste her first.
i'd love to fill her sweet hairy pussy. love that pussy hair. i'd have to taste ...
Well then we better 69 first I assume? ;) I will do my best to take GOOD care of your tight lil puss =). BUT, You gotta be a good lil submissive slut and worship my cock, Is that fair?

XoxO

Deep.Throat.Her.
well then we better 69 first i assume? ;) i will do my best to take good care ...
look how close her hot slit is to her asshole..
Merry Christmas...my first hard-on of the Christmas day - from this hot ass that needs to be licked, tongue fucked, and fucked~~
look how close her hot slit is to her asshole.. merry christmas...my first ...
first I said to myself what a sexy ass then I scrolled down and saw those boots and said to myself i would love to have them legs with them boots on my shoulders wile I fuck the shit out of her
first i said to myself what a sexy ass then i scrolled down and saw those boots ...
For some reason most guys just want to start using their cock.  I wouldn't think of doing so until I had you begging for it my using my mouth!  I love the way a woman reacts to being filled with my cock when she is already near or past her first orgasm.
for some reason most guys just want to start using their cock. i wouldn't ...
But...What if I wanted to taste your pussy first? Your too sexy to push my luck wanting you to deep throat my cock first ;) Besides rubbing it around your hot milf pussy would have me like a rock in no time =). Will you let me fuck you bareback? Its a BIG fantasy of mine. If not that is cool too, I am just gonna have to fuck you for many nuts to be truly satisfied ;).

XoxO

Deep.Throat.Her.
but...what if i wanted to taste your pussy first? your too sexy to push my luck ...
I sure would love to, can she milk my cock with her ass first?
i sure would love to, can she milk my cock with her ass first?
Very hot pic! I'd love her to hold this pose while I fuck her beautiful plump pussy first & then squeeze my fat cock up her tight looking asshole & deliver a load!!!
very hot pic! i'd love her to hold this pose while i fuck her beautiful plump ...
Love a very sexy and confident woman who likes to finger her delicious fuck holes and show them on camera so others can admire her and watch it. Her red-sore gaped pussy hole looks sooo precious and fantastically over used. A gaping pussy and/or asshole always make a wife look much more gorgeous. She should be so proud f it.

I don't know how many males got their hard cocks and cum inside her horny pussy since her very first time. But she surely is the kind of woman you want to spend most of the day fucking and stretching her cozy holes till she gets fully clogged with seed. Seeing her around home or in the bedroom with cum oozing out of her slit hole and dripping down her tighs most be a delight.

She probably would love to go to bed every night with a good load of cum deep in her asshole, and with a nice big butt plug to keep her lover's cum inside her for the whole night. Mmmhhh. She would make a very hot anal sweetheart to fuck in the ass every day. Her asshole makes my mouth soooooo watery. Looks so rich and tasty. A woman like her should be known very well by the taste of her asshole and pussy juices. She's a keeper.

She should never take her wedding ring off to fuck like a sexy slut.
love a very sexy and confident woman who likes to finger her delicious fuck ...
first id bury my face in there suck on that sexy pussy and lick her sweet ass then give her a good hard pounding with my cock
first id bury my face in there suck on that sexy pussy and lick her sweet ass ...
Thank you dear, 
You are more than welcome and I sure wish you lived here too, believe me. I would love to have you ride me and I you. I cannot encourage you to invest some quality time in getting your first old pussy, you'll be so glad I told you to, trust me. Don't give up and if you see a single or widowed old lady who gets your eye pursue her like you would a younger woman. Persistence pays off. If you like tight pussies, then old is the best to be told.
I just receive two accounts from men who have made their first old lady and they were amazed at how good a lay they were and were asked to come back anytime. I told them to not stop with one, keep going. We old ladies need to know we are desirable and followed up with a good, long desired and needed screw.
Best to not approach married old ladies unless they look you over than give them the wink and see if they respond; if so check it out and see what develops. Remember, inside we old ladies still feel as young as a teen in many ways and sex is one of them. There is not one of my many old girlfriends who do not masturbate (often) and many admit to using vibrators, dildos and some even cucumbers and other things to take care of their needs. When I told them what I was doing almost every one of them has followed suit and are getting men when ever they want which is more often than you might think so be one of them.
thank you dear, you are more than welcome and i sure wish you lived here too, ...
Can you cum quick? wifeloves quickies and i take so long to cum maybe you go first dump in her and i fuck he rin your cum
can you cum quick? wifeloves quickies and i take so long to cum maybe you go ...
is that cum on her tits, or oil.  I think you should deposit the first load! ;-)
is that cum on her tits, or oil. i think you should deposit the first load! ...
;I am fantasizing that my wife is about ready to sit on your cock facing you about one stroke before you start cumming, and I am at your head filming as you blow your first load as you are sticking it in her pussy, then moving around to your feet finishing off the video, as you keep pumping cum in her, while it drips down your cock to your nutsack.
;i am fantasizing that my wife is about ready to sit on your cock facing you ...
i want to taste her first..... then fuck her!
i want to taste her first..... then fuck her!
Only wish I was sucking her titties and running my tongue around first one nipple then the other as she talks on the phone, but then when my throbbing cock touches her lips what will she do...
only wish i was sucking her titties and running my tongue around first one ...
I wish I was in his place I'd give her a first orgasm licking her pussy, then suck those gorgeous nipples on her fine firm big tits, then slide my thick cock in and give her several more delicious orgasms
i wish i was in his place i'd give her a first orgasm licking her pussy, then ...
nice love to eat her pussy first
nice love to eat her pussy first
I can't imagine how thrilling ti must have been to watch that BBC slide into her cunt the first time.  And to listen to her enjoy it - wow, so hot.  I just wish we could ahve seen the cream pie he produced with a close up of her freshly fucked cunt!
i can't imagine how thrilling ti must have been to watch that bbc slide into ...
Gawd! if that's her first anal she was born to be butt fucked. What an ass! What a sexy babe!
gawd! if that's her first anal she was born to be butt fucked. what an ass! ...
This is the first thing I'd love to do to her!
this is the first thing i'd love to do to her!
Would love to have her take my virginity, that is anally. I have never found a woman who would let me take her in the ass. Would love to have her be my first!!
would love to have her take my virginity, that is anally. i have never found a ...
I'd like to eat her first really slowly, get her soaked and then fuck her hard and slow until we both cum, with her cumming a few times, let's get messy hmmmm
i'd like to eat her first really slowly, get her soaked and then fuck her hard ...
That is a fabulous ass-fucking!!  And your girlfriend clearly loves to taste a wet, hot pussy - her licking is wonderful.  Wish I could join in and let my cock fill your holes too.  Which do you want me to fuck first, your beautiful pussy, your amazing asshole, or your sweet mouth, honey?  Love ya, Bob
that is a fabulous ass-fucking!! and your girlfriend clearly loves to taste a ...
Beautiful green eyes. Hot sucking. Yeah. Love that first bit of cum going into her mouth. Hell yeah
beautiful green eyes. hot sucking. yeah. love that first bit of cum going into ...
mmmmm her first BBC!  What an exciting event that must have been!
mmmmm her first bbc! what an exciting event that must have been!
try her pussy first to make make your cock wet with her pussy juices and then it will be easier to slide into her other hole mmmmmmm
try her pussy first to make make your cock wet with her pussy juices and then ...
First I would park my face in that delicious crack, licking that hot pussy and ass making her cum all over my tongue, then I would slide my cock in balls deep fucking her watching that hat ass bounce off my hips.  My cock gliding in and out over and over until I pull out and cover her hot ass in cum..
first i would park my face in that delicious crack, licking that hot pussy and ...
I call first in line! Bareback or condom? Cream pie or facial? etc. etc. ;)...

If she is sucking, I am gonna be fucking =).

XoxO

Deep.Throat.Her.
i call first in line! bareback or condom? cream pie or facial? etc. etc. ...
First, your wife is absolutely gorgeous and soooo damn sexy!!  She has an incredible body and the most amazing tits I have ever seen, and her big, dark aerolas are my favorite!!  I want to tit fuck her so fucking badly, but for now I just finished shooting my thick load watching her with my cock still dripping with cum!!
first, your wife is absolutely gorgeous and soooo damn sexy!! she has an ...
I would indeed find a sure for her!  First I would lick and finger her until she came several times, then fuck her hard to several more orgasms, and finally cover her sweet and swollen pussy in cum
i would indeed find a sure for her! first i would lick and finger her until ...
sign me up! i'm in cali, too...

only condition: you have to let me tongue-fuck her ass first :D
sign me up! i'm in cali, too... only condition: you have to let me tongue-fuck ...
Ass looks good enough to eat and I want first licks right up her asshole!!
ass looks good enough to eat and i want first licks right up her asshole!!
Your a lucky guy I'd love to push her face first on the bed then fuck her doggy 😜
your a lucky guy i'd love to push her face first on the bed then fuck her doggy ...
a good lick first, while you hold her open like this pic shows, then fuck it and pound away until till i feed her some cum!
a good lick first, while you hold her open like this pic shows, then fuck it ...
I have to say I think that it is gorgeous just the way I like it I had to say I have a great seat for her to sit down let me get comfortable on the ground first did she gets it down and have a great massage I don't spill a drop thanks guys pictures are gorgeous and yes you have a beautiful wife
i have to say i think that it is gorgeous just the way i like it i had to say i ...
one of the best cumshot vids I've ever seen, the first spurt.. and then the next, the way it gushes at the back of her mouth, awesome
one of the best cumshot vids i've ever seen, the first spurt.. and then the ...
She was up for anything. My first FFM threesome was with her and her room mate but I didn't have the video camera...darnit!
she was up for anything. my first ffm threesome was with her and her room mate ...
Definitely my tongue first!  I'd lick and suck all over her hot, engorged pussy and clit, then sink my long tongue inside as deep as it would go repeatedly while bumping her aching clit with my upper lip and nose.  Once she is absolutely insane in her need for my cock, I'd put my arms under her knees, pick her up and lower her hot, wet, pregnant pussy onto my thick, hard, cock while standing.  After a bit of that, I'd sit down on that chair to suck on her sexy nipples and engorged tits while she rode my thrusting cock.
definitely my tongue first! i'd lick and suck all over her hot, engorged pussy ...
She's a hot cock sucking queen. What a treat to constantly feed her your stiff cock and endless cum all day long wherever possible (home, car, outdoors, parking lots, etc). I'd love to make a special martini topped with cum as a special gift for her on a very first date. 

Wish I was bale to feed her my cock and cum so she could know me as a friend by the taste of it and compare it with yours, hubby.
she's a hot cock sucking queen. what a treat to constantly feed her your stiff ...
It depends if she was helpless and being submissive or if i had to seduce her ;) and lastly if she wants to be used or used and pleased...But a suck and fuck first come to mind, does she like to be controled and ordered around?
it depends if she was helpless and being submissive or if i had to seduce her ...
First one greased up finger, then use two
Stretch it gently, that's what you do
The end of a hair brush slips nicely inside
As her tight asshole you prepare to ride.
Butt plugs of all sizes work quite well
If she wears one all day, the result are swell
Let me know how it works, show us the pics
If he asshole takes one in it will surely take 6.
first one greased up finger, then use two stretch it gently, that's what you ...
he's a very lucky guy having you suck his cock and sip his juice, I love tasting my girlfriend's juices when I lick her pussy and give her a first orgasm (one of 3 or 4 on each of two sex sessions daily- if I'm lucky three sessions)
he's a very lucky guy having you suck his cock and sip his juice, i love ...
I love it and it sure makes me want to be in England.  If I could get there and with the permission given from both of you this, bisexual man woul request the honor and priveledge to give you pleasure while tremendously enjoing great sex together with both of you.  First thing is my favorite sensual activity of licking the cum and pussy juies off of her body, sucking ir from her marevelous pussy. I want to lick those from your cocvk and suck any remaining cum from your splendid cock as well.and then continu with some caressing, massaging and many other sensual activities to and with your beautiful bodies.
i love it and it sure makes me want to be in england. if i could get there and ...
wow thats hot she sure doesnt seem like a first timer im a guy who loves to dress in satin lingerie ive always wanted a woman to dress me and use a strap on on me i wish i was her taking that rubber cock
wow thats hot she sure doesnt seem like a first timer im a guy who loves to ...
I think she needs an audience first..watching her rub that pussy....getting off in front of a stranger............bet she'd love it!
i think she needs an audience first..watching her rub that pussy....getting off ...
i don't.. okay I lied!!  i wanna fuck her pussy first then her ass if thats okay! :)
i don't.. okay i lied!! i wanna fuck her pussy first then her ass if thats ...
WoW!!  Fantastic juicy mature cunt so inviting to be fucked, and such a sexy  perfrct ass too!!  Yesss first, second, third doesn't matter just wanting to bend her over taking her from behind feeling my thick hard cock stretch her her wet cunt, her moans of intense pleasure louder with each long deep thrust making her cum gushing her sweetness all over my hard cock before it explodes pumping her wet cunt full of hot creamy cum ready for you to jump in next without hardly missing a beat!!
wow!! fantastic juicy mature cunt so inviting to be fucked, and such a sexy ...
Damn, that is one sexy pussy.  I hope this is only the first of MANY MANY more to come.  Would love to have the camera focused on her just her pussy....with nothing blocking our view. THis is one hot lady!
damn, that is one sexy pussy. i hope this is only the first of many many more ...
Love to fuck both her sweet holes , but first I'd suck that beautiful clit
love to fuck both her sweet holes , but first i'd suck that beautiful clit
If you were in the US I'd be the first in line.....  The best way to lick her 
Thai clit would be to have me lay on my back, with my head near the edge of the bed, Have that Thai pussy get on top of me in a 69, let me tongue fuck her and suck her clit so that she has a hard orgasm first, then you can stand behind her at the edge of the bed and slide your hard cock deep into her wet Thai pussy while I continue to lick and suck her clit to several more intense orgasms.....  The frosting on the cake would be when my tongue is pressed hard against her clit, she starts to cum and her pussy clamps down on your hard cock, which causes you to bust a nut deep in her wet Thai pussy, at the same time I'm stroking my hard cock and shoot my hot load of cum all over her breasts, all three of us cumming together, I'm "up" for that!!!!!  
If you're cumming to the US look me up!
if you were in the us i'd be the first in line..... the best way to lick her ...
WOW! ... love both her holes and her legs and ass. I would love to drill her pussy first and then her sweet asshole!
wow! ... love both her holes and her legs and ass. i would love to drill her ...
first I kiss your wife, then I suck her big nipples and then your thick knob, or vice versa
first i kiss your wife, then i suck her big nipples and then your thick knob, ...
AWESOME INVITATION!!! ... I wanna stick my middle finger in first & give her beautiful asshole a good fingering, then my tongue, then my fat cock & pump a hot load deep inside her.
awesome invitation!!! ... i wanna stick my middle finger in first & give ...
I'd lick and suck her beautiful pussy and ass from behind first...
i'd lick and suck her beautiful pussy and ass from behind first...
mmm that moment when you first make her pussy stretch to fit... and the look on her face when she feels how *big* it is
mmm that moment when you first make her pussy stretch to fit... and the look on ...
Only if you give me full submission afterward will i bury my face in your squirting pussy until your last orgasmic pulse drains your body...I would expect some deep throating with a great blow job, followed by pounding that  pussy and cumming first on your face, then we could repeat it for two more rounds so i could cover your tits and pussy too =) unless you enjoy a good pounding as i love to pull out (or cum inside if allowed) right after making a girl cum on my dick then feed everything to her ;)...
only if you give me full submission afterward will i bury my face in your ...
Been  awhile for you. I luv this back door shot. My cock wud line up perfect to her pussy or ass.  Fuck both. Pussy first cum all inside her, make her cum too, and then her ass. By the way i was never able to  access that video.  Sure wud like to hv seen it. Can i pound her holes while u watch? Better yet, lets do a double penetration on her. She will like it no doubt in my mind. Ever done that w  another man and her? I m ur man.
been awhile for you. i luv this back door shot. my cock wud line up perfect to ...
Lucky bastard- Can we lick her first?
lucky bastard- can we lick her first?
Fantastic pic of her gorgeous cum soaked pussy has me wanting to slide this big fat cock inside first pump her another load and then partake in the mind blowing clean up that will have her cumming again!
fantastic pic of her gorgeous cum soaked pussy has me wanting to slide this big ...
That is so fucken hot! I've been trying to get my wife to do that for me, hopefully she'll come around to it. My favorite part is the moan she gives when he first enters her, your one lucky man. You should post more videos!
that is so fucken hot! i've been trying to get my wife to do that for me, ...
I would love to! Aslong as you promise to immediately drop to your knees once I make you cum all over my face, Continuing to rub your pussy first as I direct you to lick away at my flaccid cock until I was hardening up to feed you it working in a inch deeper every other minute until I was instinctively grabbing your hair and pushing you balls deep on my cock until I was ready to lay down as you continued before climbing on and immediately sinking down on it balls deep driving me wild as you held me down and teased me wildly until you fucked my brains out making me explode shooting my seed deep inside you ;). What do you think? 

XoxO

Deep.Throat.Her.
i would love to! aslong as you promise to immediately drop to your knees once i ...
Only wish I was there to slide this big fat throbbing cock first in her soaking wet pussy as you lick her feeling your tongue slide along my throbbing shaft pulling out as you intently keep eating her now gushing hot pussy my cock penetrating her tight little ass as her orgasm floods your face my massive load over fills her ass running down her pussy to your lips...
only wish i was there to slide this big fat throbbing cock first in her soaking ...
I gently lick her sweet lips then suck them and lick them harder, search deep inside her with my long tongue, working my way up to her clit from underneath to gently lick it and suck it into my mouth then lash it with my tongue while keeping the suction. When she seems ready, I wrap my lips back around my teeth and "gum" it, switching between these  until she has her first orgasm. Now I work my way lower to lick her anxiously twitching pucker and spear it with my long tongue as I stick my big nose in her dripping pussy. I continue until she begs for my cock...
i gently lick her sweet lips then suck them and lick them harder, search deep ...
great instructions... i like to see her eyes when she gets the first shot!
great instructions... i like to see her eyes when she gets the first shot!
Eat it first! Sometimes afetr the wife has several orgasms, She just wants a load in her mouth. Its the ladies choice after that.
eat it first! sometimes afetr the wife has several orgasms, she just wants a ...
Will your sexy little mature slut suck my cock while you fuck her hot cunt milf cunt first?
will your sexy little mature slut suck my cock while you fuck her hot cunt milf ...
I also love naturally hairy women and hairy pussy in particular!! In my opinion, even in summer a lovely bush does not need to go... seeing her beautiful wet hairy pussy makes me just want to dive in face and tongue first, and lick it for a neverending time! :-)
i also love naturally hairy women and hairy pussy in particular!! in my ...
we was outside in a field a first for us and very close to being spotted but he carried on walking the brilliant bit was she left her thong where it was didnt try to cover up i love it when she lets me expose her to strangers it turns both of us on x
we was outside in a field a first for us and very close to being spotted but he ...
Great video!  Thanks for not sugar-coating it -- Kelly was scared at first and it hurt, but after just a few seconds she also started wanting to finger her pussy, so it wasn't all pain!  I'm sure she would have liked it better if she could have kept her balance with one hand while she frigged herself with the other -- or had me there to lick her clit while you assfucked her.  The look on her face when you've zoomed out is priceless -- she's taking it hard and fast, and it shows, but she toughs it out like a trooper!
great video! thanks for not sugar-coating it -- kelly was scared at first and ...