A Model Student

The combination was all Henry could take and he exploded in Caroline's beautiful sexy mouth. The huge load was bigger than what Caroline was used to and it was a challenge for her to swallow it, but her pride made her determined to get it all, with just a drop or two on her lips left over. Then knowing what men liked she looked up at Henry's face which was red and covered with sweat and looking him in the eyes with a sexy expression, she took the cock out of her mouth and licked her lips. The drops were swept off her lips and entered her mouth, then with a contented look she made her final swallow appear as satisfying as if she had just consumed her favorite chocolate.

Caroline licked Henry's cock clean then put it back where she found it, confident she had made a strong impression on her professor. Caroline had long ago learned to ignore any shame that many women might have had for doing what she just did. In fact she was quite proud of her abilities. She had come a long way from those days in the weeds behind her home.

Henry went toward the door after shutting off the music when he saw Caroline reaching for the silk cloth she used in the last session.

"Don't bother with that."

"You have a different costume for me?"

"Yes. Here."

Henry handed her a pretty head piece with a veil. When she put it on it covered her face.

"Where's the rest of the costume?"

"That's it. This time the class will draw the entire backside of you. You're an Arab princess from the Arabian nights."

Caroline realized she would now be totally naked in front of the class. But then of course, her face would be mostly hidden and no one should recognize her. She put on the robe while the professor went out to prepare for class, then she went into his small personal bathroom and looked in the mirror to check her appearance. There was little evidence that she had just got done sucking a cock except her knees and lips were a little red. Caroline rubbed her knees so that it wasn't so obvious.

When Caroline walked into the room she was dressed in the robe and veil which came to the bottom of her chin. She quickly began scanning the room as the professor led her to the platform. She almost stopped in her tracks when she spotted Liz Boyle, her hated classmate from high school. Caroline couldn't believe her luck. Of all the people in the world why did it have to be her? The odds had to be extreme that on this day in a huge university like this that she would be in the same class with the one person that hated her more than anyone in the world.

Suddenly Caroline became terrified that the veil would fall off. As long as she wore it she didn't think anyone would recognize her. She didn't know anyone else in the room except for one boy that worked in the cafeteria. She didn't know his name but he always smiled at her whenever she was there.

Once the professor had Caroline in the pose he wanted, he told her it was time to start. Caroline took a deep breath and removed the robe. There she stood, completely naked in front of more than a dozen students. Even though she faced a wall she could feel the stares of the students looking at her ass. In the pose her one eye could just barely make out half the class, including Liz and the cafeteria boy.

The session seemed to drag on forever. All kinds of things went through Caroline's mind as she stood there naked in front of the class. If the boy recognized her she wouldn't be able to use the cafeteria again. If Liz did, she was certain she would spread the word to her entire hometown. With this on her mind she thought she heard someone in the room say 'Caroline'. She jerked her head which made the veil flip slightly. Caroline quickly replaced the veil hoping no one noticed.

At the end of the session Caroline quickly put the robe on and as she turned to enter the office she spotted Liz staring at her. Did she know? She was certain she would find out soon if Liz did. In the meantime Caroline had to admit to herself that standing naked in public had made her horny as hell. She was also anticipating what the professor would do when they were alone together once more. She was hoping he'd go down on her one more time. That would relieve some of the sexual tension she had accumulated in the last hour.

Putting on a seductive expression as Henry entered, Caroline played with the opening of her robe.

"So, there's just one more session?"

"That's right, Caroline. At five you are done, as long as you cooperate."

"Oh, I'm going to cooperate, professor."

At that moment she saw him pull a digital camera off the shelf.

"Caroline, you have such a perfect body I want to keep a record of it for future classes."

"But professor..."

"Don't worry. I'll crop your head out of the pictures."

Caroline didn't like this but she felt if she declined it would ruin the grade she had worked so hard for.

"How do I..."

"Take it off, Caroline."

Caroline kept her seductive smile although she was steaming inside at the thought of nude photos being out there. But she stood there naked as Henry walked around her getting a shot of her from every angle. Then he began to have her pose in multiple ways, some of which Caroline felt were less artistic and more erotic even though he would mention a historic artist with each pose.

When he finished with the photography he leaned over and put the memory card in his computer and started to down load the files. That's when the still naked Caroline came up behind him and softly rubbed his shoulders.

"So...are you going to... help me relax while we wait for the next session?"

"What do you mean, Caroline?"

"Like you did last break?"

With those words Caroline ran her finger around the lips of Henry.

A minute later Caroline Gower was once again laid out on the desk with Henry between her legs pleasing her with his tongue. Henry didn't care for Caroline any more than he did a week ago but he figured this would be his last chance to enjoy this wonderful, near perfect body. So he used these moments to take in her anatomy as one would savor a gourmet meal.

Caroline was quick to get her first orgasm in only a few minutes. She just lay back raising her knees occasionally when her arousal called for it. Her eyes stared at the ceiling for a while then they closed and her mind went through several erotic images one of which was her professor on his knees before her. Another image was that of herself naked in front of a group of handsome men, all admiring her beauty and begging her for a date.

After her third orgasm she felt the professor pull away and as she began to recover she figured she would be giving him another blow job. But when she opened her eyes she saw him with his pants at his knees, crawling between her legs. He was going to fuck her.

"What are you doing?"

"I'm going to fuck you, Caroline. If that's alright?"

Caroline was taken by surprise but she didn't break character and seductively responded.

"Yeah! Fuck me! Fuck me good!"

Caroline's pussy was so wet from the orgasms and attention it had been paid that Henry's cock slid in easily. Both reacted with a passionate moan. Henry leaned down and kissed Caroline's breasts as he slowly began to piston his cock in her cunt. Caroline dug her nails into the shirt he had on. She wanted contact with his skin so she pushed his shirt up his back so she could feel it. Then she ran her hands down to his naked ass and grabbed the cheeks pulling him toward her pussy each time he lunged.

Caroline's hot cunt felt better to Henry than he expected. He had to fight cumming too quickly. Caroline was fucking him back like a bitch in heat. Henry couldn't remember his ex-girlfriend ever fucking him like this. He pulled his cock out every minute or so to keep from cumming.

Caroline wasn't faking the fucking, she was really into it. She had done a few one night stands in her life and a far as she was concerned that's all this was. Inside she was pissed at her professor but her pussy was hot and she wanted to cum as many times as she could. She figured there was no point in fighting it. Why not enjoy it? After all, the professor was attractive and he had a decent cock. She had fucked worse. A lot worse.

After a while Henry got off her, pulled her off the desk then turned her around and bent her over the desk to fuck Caroline from behind. The air was cool on Henry's cock as he took the time to reposition her, but as he slowly re-entered her hot, wet cunt he was rewarded with that warm, satisfying sensation. Massaging her ass for a while, Henry reached around and took her ample breasts in his hands and marveled at their firm feel. Henry hated the thought of ending this but the clock was moving on, so he began to pound away hard at Caroline's pussy.

Caroline groaned with each thrust, her hair damp from the sweat of fucking as she bounced back and forth on the desk, her elbows propping her up. Caroline had lost track of time and space. All she could think of was the sex she was having and she was so ecstatic she didn't care about anything except the next orgasm she would experience.

As Henry's pace picked up so did Caroline groans and moans until she let out a cry of passion when they both came together, their bodies clenched and taught. Henry collapsed onto Caroline's back, both panting desperately to get air.

"It's getting close to class time. You better clean up."

Henry adjusted his clothes and turned off the music, preparing to leave the office when Caroline questioned him.

"What costume do you have for me this time?"

"None."

"None?"

Caroline froze as Henry continued.

" Three artists will give you a pose for their time in the session. This is an open session."

"What's that mean?"

"An open session is one that is open to anyone in the Art department."

"Anyone?"

"That's right. It usually doesn't draw many people. A few grad students and some faculty. There'll be three students there for sure but maybe no more. Get ready and get out here."

Caroline watched him leave and stood there stunned once more. This time she would be totally naked in front of the class, no mask to hide her identity. What if there were people out there that she knew? How is she going to keep herself from running away? Her only hope was that there would only be the three grad-student artists. She didn't know any art majors so chances are they wouldn't know her.

After cleaning up she put on the robe, took a deep breath and walked into the room. There were only two students there, both female, but there was still one minute before class. One of the students suggested the first pose and Henry came over to Caroline to instruct her in the pose. Caroline removed her robe and stepped up on the platform. The pose was of a famous old statue and she was made to stand tall, one hand on her hip and the other at the back of her head. Caroline stood there facing the class and the classroom door. Her eyes kept glancing at the clock hoping the time would fly by and no one else would enter.

This was torture to Caroline. She would rather give a dozen blow jobs than stand there naked for an hour. But that wasn't the choice she was given. At one minute past the hour the door opened. A girl entered but before the door could close a boy entered with another girl, Liz. She looked straight at Caroline, smiled then turned to the boy and said, "I told you."

The boy turned, stepped out in the hallway and Caroline heard him yell, "Liz was right. It's Caroline Gower and she's naked!"

Caroline's heart skipped a beat, her breath went away and she blushed as suddenly a crowd entered. This was her worst nightmare. Boys and girls, some she recognized from her art history class and others students she knew from high school and around campus. She only saw one friend, a girl who looked in, said, "Oh my god!" then turned and ran out.

Caroline looked at the professor who had a faint smile on his face at the arrival of the crowd. Then he spoke.

"This session is for artists only. If you are not here to sketch the model you must leave."

With that said one of the boys began handing out sheets of paper to his friends who went through the motions, making stick figures on the paper in order to be able to stay and enjoy the show of Caroline Gower posing naked. Caroline tried desperately to maintain a positive look. She wanted everyone to think that she considered this 'Art' and it was acceptable, but on the inside she was going crazy with anxiety.

She tried not to look at the crowd that took up every stool in the room but occasionally her eyes would land on people. She saw Liz whispering back and forth with her two girlfriends making jokes and laughing. Caroline assumed they were laughing at her. Most of the boys in the room acted like they were at a nude bar, staring at Caroline and making comments to one another.

When Henry's office phone rang and he left the room Liz took the opportunity to speak.

"Nice outfit Caroline. Where did you get it?"

This brought a laugh from the crowd. Then a boy yelled out.

"Hey Caroline, want to go to a party with me? It's a come as you are, party."

Another laugh filled the room.

Caroline tried to ignore the comments and laughs but it was difficult. Then Henry came back in and announced it was time for the next pose. The student wanted Caroline on her hands and knees in profile to the students. Henry instructed Caroline who felt embarrassed to be on her hands and knees in front of everyone but at least she didn't feel as exposed as before. She heard comments.

"She looks like a pony."

"I wouldn't mind taking a ride."

"I think she looks like a bitch. A bitch with big tits."

When Henry left the room for another call Liz went over and turned a switch on the wall. Slowly the platform rotated. Before Caroline realized what was happening it came to a stop and she found herself facing the wall with her ass facing the crowd. Laughter and whistles rang out as everyone got a nice view of her asshole and pussy.

"Nice angle Liz!"

"Hey Caroline! This is definitely your best side."

Henry quickly entered and returned the platform to the original spot. Caroline's eyes went to the clock once more and she groaned at how slow it moved. Finally the last pose came up. Liz whispered to the girl whose turn it was to choose. Caroline wondered what could be worse than what had gone before.

Henry posed Caroline in the final position. She was now on her knees which were spread wide, her head pointed to the ceiling, her mouth wide open and both hands covering her pussy. The student claimed it was a combination of three different art works. Caroline realized this was meant to make her look like she was giving a blow job. She was glad that her pussy was covered but after a few minutes she discovered a problem. With her hands on her pussy and with the situation she was in, she began to get aroused. As the minutes passed she could feel herself getting wet.

She tried to ignore the whispers and the looks from the crowd so she focused on other things. What came to mind was the action that had taken place in the office. Without realizing it her fingers began to slowly and subtly move at her pussy. It was barely noticeable to most but as time passed and her arousal mounted the fingers took on a life of their own in order to satisfy the inner urges she was getting.

Liz's hunch was coming true. Caroline was starting to masturbate in front of the class. The combination of being naked in front of so many people and the lasting effects of the sex in the office seemed to overwhelm Caroline and take over her self control. If her hands hadn't been touching her pussy she might have been able to restrain herself but the stimulation just continued to grow until she couldn't stop herself.

By this point almost everyone had stopped drawing and was staring at the sight in front of them. A naked Caroline Gower on her knees and touching herself. Those looking closely could see Caroline's eyes losing focus and her eyelids drooping and if you listened closely one could hear the faint sound of a moan coming from Caroline's throat. And if one looked sharply at Caroline's hands they could see moisture begin to seep between her fingers that clutched her cunt.

Liz had a huge smile on her face and was enjoying Caroline's humiliation more than anyone. She remembered back to the way Caroline flaunted her grades and her money around as if to say she was better than everyone else. Another happy person was Alex a guy that had two classes with Caroline and had tried several times to get her to go out with him, only to be shot down in front of his classmates with a classic Caroline putdown. Getting to see the proud Caroline Gower naked was revenge enough for him, but seeing her masturbate was a nice bonus.

Finally Caroline achieved the orgasm as her face went flush and her body shivered. Suddenly she came back to consciousness as she recognized the sound of a crowd of people laughing and cheering. Caroline looked around and saw the professor trying to regain control of the room. She also saw Liz pointing at her and laughing the hardest. The realization of what just happened became clear and Caroline jumped up and ran into the office. She quickly turned and locked the door as she listened to the party atmosphere going on in the classroom. Then, a confused and disturbed Caroline began to get dressed.

Instead of tears of humiliation Caroline was enraged and determined to get revenge on the professor for putting her through this. And Liz would get hers too she vowed. As she finished dressing she heard the professor knocking on the door but before going to it she noticed the picture files that had been downloading were finished. She opened the files and saw herself posing naked, clearly recognizable and in the professor's office. Next to the screen was a small box with several memory cards. It gave her an idea. She pulled out the memory card from the computer and replaced it with a blank card, erased the files on the hard drive and then went to the door. If her plan worked the professor will assume the card was bad or he made a mistake downloading.

Henry walked in to the office.

"Are you all right, Caroline?"

"Of course. I'm fine. Those idiots out there are just immature assholes."

Caroline put on a face to hide her real feelings.

"Have I earned my 'A'?"

"Yes. And I hope you learned your lesson and that you never take a grade for granted again. Every class you attend needs your complete attention."

"I understand, professor."

Caroline walked to the door and turned back to him for a final word.

"And professor, I want to thank you for all the...orgasms. It was the best sex I've ever had."

Caroline walked out leaving a slightly wary professor who didn't quite trust her words.

When Caroline received her final grade a few weeks later she got her 'A' and began her plans for revenge.