She smiles, or tries to anyway, considering what she's doing. She can't help it, he's cute when he looks like that. Well, he's cute all the time really, but even more so when he's this close. And well... it's one hell of a turn on to know she can do that to him.

She runs her hands over his hips and chest and back down over his thighs, touching every part of him that she can. Her mouth starts moving faster over him, her licks and sucks more vigourous, but not so much so that it would be uncomfortable for him.