Modeling Class

As Melissa was telling the story, she had slipped one hand under her shirt and was obviously fondling her breast. At the same time, she pushed one foot forward between my legs and rubbed my erection with her toes.

She continued her narrative.

Abruptly she broke free and I thought she must be having regrets. Instead she quickly moved down my body until her face was nestled between my legs.

She looked up at me and said, "I am really scared, Mel, but I am also really turned on. I want to do this. Is it Ok?'

I let my knees fall apart, and she began kissing my upper thighs and outer lips. Pulling my hood back, she licked my clit. Soon two fingers were inside me as her tongue covered every inch of my pussy and dwelt on my clit. As I felt my self moving to the edge, Julie pulled her fingers out and slipped both hands under my ass. She lifted me and pushed her tongue as deep inside me as she could. I never felt anything like that. I came and came and came.

Afterwards we slept in each other's arms, woke made love, slept and rallied for a hat trick, with me doing the exploring between her legs with my tongue.

Let's say that the rest of the semester was one great fuck-fest. We tried everything. Toys, soft sadism with bondage, every position we could contort ourselves into. We loved going to a movie and playing with each other as we watched. Sometimes at a restaurant, one of us would eat with one hand while the other was exploring the sex of the other. We were wild and crazy dikes in love.

Melissa stopped her narrative to refill our glasses. This time she felt my erection with her hand.

"Show it to me!"

"I can't."

"Sure, you can. Just stand up, unbutton and let me see. I've already seen you naked, now I want to see you aroused. Here, let me help."

Instead of going for my buckle as expected, Melissa raised her butt and slid off her pink bikinis. She spread her legs as the mini skirt slid up to her waist. She had a brown, soft triangle that was neat, but not extreme. Her lips were large, and I thought swollen with excitement. She put her hands on her hood to expose her clit. She lightly rubbed it then slipped a finger inside.

"Come on, just show me."

Almost trance-like, I stood, undoing the buckle, unzipped my jeans and pulled them down. My erection popped out of the boxers and pointed to the ceiling. I couldn't remember when I was this aroused and thus this hard. My foreskin was completely retracted. Julie kept her eyes on the hard-on, then slipped one hand at the base and stroked it up to the tip and let her finger play with the super-sensitive spot underneath the head. Drops of pre-cum appeared. She then pulled the boxers down past my knees and ran her hands up and down my thighs and back onto my erection.

"God, I so miss a dick some days. This is one of those days. I'd love to suck it and fuck it, but we can't. Just allow me one kiss."

She leaned forward and licked the pre-cum off, then kissed the tip. With one hand on my balls and the other at the base, she covered the shaft with tiny kisses and soft licks. She finished by taking the head in her mouth and running her tongue around it, then took most of the shaft in her mouth.

I told her I was too close for comfort. She slowly released me and lay back on the couch. Her sex was still exposed and I had an overwhelming desire to bend down and enter her.

Instead, I told her to lift her shirt.

Without hesitation she complied, exposing two small mounds with pink areolas and darker stiff nipples. I asked her to touch her nipples, and she complied. I watched and then pulled Melissa up off the couch. Standing, I leaned down and kissed each hard bud. She moaned and reached to stroke the still exposed erection. Straightening, we embraced. Melissa lifted her skirt and my erection pushed against her naked sex. She pulled my butt, crushing the erection against her stomach. We kissed for a while, and I then turned to put myself back together. She did the same.

Facing each other, she smiled and said, "Pretty fucking good story, huh?"

"Oh, yeah. Pretty fucking good."

Melissa laughed and said she didn't even get into the week they spent in Greece. They met two young Greek studs and the four of them had a week of sexual permutations that boggled her mind. There were nights when each girl fucked each guy, when both guys fucked one girl, when all four were in bed together, when the boys watched the girls fuck each other, and when the girls watched the boys fuck each other. Melissa said that story would have to wait.

The wine bottle was empty, so we went to rejoin the party. As we stood at the door of the studio, I asked Mel what she was going to say about tonight.

She looped her arm in my and said she was going to give Linda a complete play back. She had a sheepish look and then admitted that Linda knew what Mel had in mind and told her to go for it, and that I was Ok and completely safe.

She gazed at me and asked what I was going to tell Anne Marie. I said the truth.

Mel nodded and kissed me. "Hmm, there may some real possibilities here."

I kissed back then we opened the door and ventured back into the mix of people in the rest of the apartment.

Later that night I relayed to Anne Marie the incident in the room. She listened without interrupting. When I finished, she remarked that it was a sexy story and asked if I wanted to fuck Melissa. I answered honestly that at that moment watching Melissa on the couch, I wanted to very badly.

She smiled and said she found Melissa very attractive, as well, and could understand my desire. Knowing that we each had made a commitment to be honest with each other and to allow any interesting sexual situation to take its course, Anne Marie said the future could be interesting. We then made love with a new passion.

The next week at the art institute was when we were to switch classes. I would model for the drawing class and Linda would be posing for the photography class.

As we stripped in the small changing room, Linda said that Mel really enjoyed herself at the party. I replied that she is adventurous.

"And, do you think she's pretty?"

I looked at the nude Linda with her large round breasts, full hips and neatly trimmed dark crotch. I smiled and said, "yes, and so are you. I imagined the two of you together, and it drove me wild."

Linda laughed and looked down at my slightly swollen member. "I'm looking forward to see you with a hard-on."

"Well, I don't think this would be the best time. I'm due to go out in a couple minutes. And, from what you told me about those teeny-boppers, I'd better not go sporting wood."

Linda stepped in and lightly placed her hand on my penis. "Ok, but I am beginning to appreciate the male member; even if it is vicariously from my lover. And, I can wait for later."

Smiling, she grabbed her robe and left for the studio.

I was dangerously close to getting an erection and stepped to the sink. Running the cold water, I splashed some onto my crotch, and cooled things a little. I was still a little swollen, but the danger had passed.

Entering the studio, I saw the instructor and waved. Coincidentally, she was a co-worker of mine at the financial planning office and taught nights at the institute. She had been kidding me for a couple weeks about when I was going to pose for her class.

Being an exhibitionist, I was not bothered at all stripping in front of her, but sensed she was extremely embarrassed. We chatted for a few minutes while the students wandered in.

There were nine in all. There were two women, probably in their late 40's early 50's, who seemed like friends. Four of the others were full time students at the institute, working on their fine arts degree. Of these, three were women, one a man. Another was a man, in his 20's, who seemed to be alone. He sat by himself. The other two were the high school girls. They giggled when I walked in and kept nudging each other. Linda had explained they were taking the course for credit, and, other than being teenagers, were pretty cool. They often talked with her during breaks, asking about modeling, how it felt to be naked in front of people, and what she thought about during class. It was during one of these chats that they admitted seeing me walking in my robe going to the photo class, and sometimes afterwards in clothes, and thought I was a hunk. They couldn't believe I was going to be nude in front of them.

Just to tease them, Linda said, "Oh my God, he is so beautiful. We hang out in the model's lounge totally naked, and he is like so hung." They girls pressed her on details, but Mel said "just wait."

Cathy, the instructor, asked if Linda had explained that since this was the last class, there was an optional part at the end. Although Linda had told me and I agreed to it, I could see how jittery Cathy was discussing it. So, I asked her to explain it.

She looked everywhere except in my eyes. It was a tradition for the last night of class to offer an extra half hour of studio time for erotic drawing. It was totally optional for the students and the models, and they had to agree in advance that they could be involved in witnessing erotic poses.

I nodded and asked what she would expect. Cathy turned crimson and looking at a spot on the wall behind me, explained that Linda and I would pose in various positions. Most poses would last no more than 30 seconds, and the object was to capture quick sketches.

"So, how erotic are these supposed to be?" I asked.

Cathy fidgeted, and stammered, "Well, no actual intercourse, of course" and then giggled at her own unintended pun.

"But, you can kiss and touch each other. Hold each other in your arms. Stuff like that."

"What if I get aroused," I asked.

If there was a hole in the floor, Cathy would have jumped in it.

"Owen, I feel so weird with this, you know, being co-workers and all. But, anyway, yes, if there is a male model he usually does become aroused, and we ask the students to take a series of quick impressions of the, well, you know, the, uh, arousal. The female model also exposes herself in graphic fashion so the students can work on that part of the anatomy. Actually, these poses last a little longer so the students can work on detail."

As she was explaining the last part, Cathy was looking down at the floor. I nodded and undid my robe and slipped it off, holding it in one hand. She was now staring at what she obviously had avoided thinking about.

"Sure, no problem. So where do you want me now?"

Cathy pointed to a stool and said I could begin with seated poses.

I threw my robe in the corner and walked to the stool and sat directly facing the two high school girls. I smiled and they covered their mouths with their hands.

Cathy instructed everyone to start drawing. Every few minutes, Cathy would call out a new pose and I would reposition myself. Eventually I faced everyone.

After 45 minutes, Cathy called for a break. I stretched, pulled on the robe and went to the table for a glass of ice water. Most of the students went out for a smoke or pee break.

I wandered around looking at the various sketches. The two middle-age ladies were not very good artists. They tried to cover it up by doing more of an abstract rendition of my body. The results were grotesque, but they smiled a lot, so I figured they just liked being out and doing something different.

The four art students showed some promise. The one guy only drew me in the front from the waist up or from the rear in full figure. I guessed he did not want the girls to think he was into "dick". The girls tried to capture the male essence, and one gave me a little more credit than deserved. The lone guy was all dark shades and angles. I thought maybe he was pissed that it was not a naked Linda sitting up there.

I was leafing through the high school girls' efforts when I heard a voice behind me. "Oh, don't look they're gross."

I turned and the two girls were standing there.

I looked at the blond's rendition of me sitting on the stool. She had some talent and did a fairly good job of capturing him, even down to the tip of my uncircumcised penis.

"Nice work. And you are?"

"Jessie," replied the blond.

"Hi, I'm Kelsey," offered the brunette, extending her hand. I reached out to take it and as I did my robe came open.

"Holy shit!" said Kelsey.

"Sorry," I said as I let go of her hand to clasp the robe closed.

"No, it's Ok. Funny, we just spent all this time drawing you nude and I get flipped out when I see your...well, like your..."

"Robe open?" I offered.

"Yeah," and they both laughed.

"Well, good work. And, now I have to get back to posing."

I could hear muffled giggles as I walked back to the dais and dropped the robe.

Cathy had the students work on drawing my back, pointing out the various muscles groups. She traced each part of my back with her hand, indicating the definitions of the muscles. When she got to my butt, she was touching my left cheek and explaining how the large thigh muscles moved through the buttocks. I flexed my cheek and she pulled her hand away. The girls and the two ladies were in view of this and broke out laughing. The others who were drawing my front looked puzzled at the outbreak. I then flexed each cheek and got a rhythm going back and forth. Cathy gave me a slight slap on the cheek and told me to behave.

I looked over my shoulder and mouthed the words, "Ooh, hurt me."

Cathy again turned scarlet and the four women laughed harder.

When it came time to concentrate on my front, Cathy mostly kept her hands away, but did point out and trace the vein running down my penis, skimming her finger lightly over it. She then had me stand with my legs apart so my testicles were free of my body. She did put her hand on my thigh to point out the line she wanted the students to follow and the back of her hand brushed one of my balls. I leaned into her ear and whispered, "Coffee breaks with you are just never going to be the same."

This time she laughed and walked away.

The class was wrapping up and Cathy handed me the robe. She thanked everyone for a great semester and they gave her a round of applause. She then thanked me and the students applauded. I got two thumbs up from the girls.

Cathy then announced we would take a short break followed by the optional class.

The lone guy, the middle aged ladies and one boy and girl from the full time students started packing their stuff. That left two girl students and, of course, the high schoolers.

I walked over to them. "Hey, I don't know if this is such a good idea for you guys to stay."

'Don't think we can handle it?" asked Jessie.

"It's not that, but this is going to be a little more adult stuff."

Kelsey answered, "Hey, we're both over 18 and paid for this session. Don't worry, we can handle it."

I shrugged and told Cathy I needed a short break.

Back in the dressing room, I was peeing when Linda knocked and came in. She had seen me pee many times before, and was unfazed.

"God, how can you stand all those lights and flashes? My eyes are still seeing stars."

I stepped away and Linda told me not to flush. I put down the seat and she squatted over the toilet and emptied her bladder.

"So," I asked," what exactly are we going to do in this session?"

"Be sexy and erotic," she answered as she wiped herself.

"Yeah, but what do we do?"

'Well, let's see. I guess we could hug and kiss."

I nodded.

"Then, I stand in front of you, but with my back to you. You put your hand on my tits, then one tit, then the other. Put your hand on my tummy, my crotch. But, no fingers, buster."

I laughed and nodded again.

"Then, I do the same to you. I get you hard, if you aren't already, and after that we improvise."

"Improvise?"

"Yeah, like I kneel in front and kiss your thigh while I hold your dick. Stuff like that. The only think we can't do is real sex. So, as I said, no fingers, no kissing down there, no fucking."

"Oh, and I so wanted to be your first male fuck."

"Well, maybe you will, but not here, sweetie."

"Promises, promises!"

"Anyway, I've done this before. Most times it's with another woman. There hasn't been a male nude model in two years. Anyway, it's no big deal once we get started, it just sort of flows. Cathy may call out a pose or two, but mostly we just wing it."

"What if I can't get hard?"

"I don't think that will be a problem, but if it fails to rise, we just go right on."

We pulled on our robes and headed back to the studio.

Cathy had adjusted the lighting, so that the posing area was softly lit, and the rest in darkness. We could not see the students.

We dropped our robes and entered the lighted area.

Cathy called from the darkness, "Whenever you're ready."

Linda snaked her arms around my middle and pulled me to her. Lifting her head she kissed me hard on the lips. I was shocked at the intensity, but kissed back. She opened her mouth and I eased in my tongue. She moved her sex against mine and I could feel the blood moving in that direction.

Breaking free, she backed into me. I put my hands on her tummy, and she moved them onto her breasts. I enjoyed the feel of our large mounds and felt her nipples pushing against my palms. We held that pose for awhile, then Cathy called next.

I slid my right hand down until it was resting on her soft pubic hair. I was surprised at the heat. I whispered that something hot was happening down below. She turned her face to me and kissed, slipping her tongue deep in my mouth.

For the next pose, Linda broke away. I was still only semi-erect. She took my penis in her hand and pulled it out. She then kissed my nipples and nipped at them with her tongue.

The effect was a semi immediately became a full erection.

For the next ten minutes, we shifted around in various poses, touching, kissing and fondling.

Cathy called out for Linda to take a break. I asked what I should do.

"Stand still with your legs apart," came the voice from the darkness.

"Ladies, ten sketches of the erect male member. Quickly."

Five minutes later, I was standing in the darkness as Linda sat on the stool with her legs wide apart. She used her fingers to spread her lips, exposing her full sex to the students.

I felt Cathy next to me. I had begun to go soft. She looked down at the limp member and then back at the dais. Next, her hand was then on my not so erect penis. As Linda posed, turning one way then the other to offer different views of her private parts, Cathy reworked me to full excitement.

She kissed my cheek and said softly, "Gonna' love those coffee breaks." She reached down and cupped my balls and then after one last long stroke, put her hand on my butt and guided me out to the light.

I heard a low gasp from the direction of Kelsey and Jessie. I knew my erection was harder than before and was bouncing as I walked.

Cathy's voice, "Ok, call out poses for the last five minutes."

At first there was silence, then I recognized Kelsey's voice, "I want Linda's face next to his penis."

Linda smiled and dropped to her knees. Turning so we were in profile, she brought her face in close to the tip of my erection. She pursed her lips barely an inch away.

She held it for the 30 seconds. Then she drew in a big breath and slowly exhaled the warm air over the tip. "Girls, that is a different example of a blow job."

There was a round of laughter from the darkness.

"Kiss her butt."

I didn't recognize the voice and so assumed it was one of the institute girls.

I knelt and Linda turned so her beautiful rear end was in my face. She bent from the waist and clasped her calves. I slipped my hand between her legs and placed my palm on her patch. I pulled her back and kissed her soft cheek. I began to feel moisture on my wrist as it nestled against her sex lips. While holding the kiss on her smooth bottom, I put pressure on her sex with my wrist and felt her push back in response. When Cathy called 30 seconds, I slowly pulled my hand down, letting a finger ride her slit, feeling the wetness along the way.