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PART ONE - Summary: A young man, not bad-looking and fairly intelligent yet with little sexual experience, is invited by a friend of his parents' to model for her art class. No nudity, she hastens to assure him. Somewhat shy and unassertive, he hesitates but she ultimately talks him into it. There are eight women, no men, in the class, ranging in age from late-twenties to early forties, among them two outstanding beauties. Already fearful of the prospect of a certain penile embarrassment while standing nearly naked in front a group of women, his response to the beauty of these two heightens his concern. Worse, the bikini swimming trunks he is asked to wear reveal him to be definitely male. Nevertheless, things proceed and he finds the seriousness of the work and his efforts to maintain the poses sufficient to keep his attention from wandering onto dangerous ground.

He proves to be a success and three more sessions follow. At the end of the fourth one, the red-headed one of the two lovelies he had noticed the first day, Sheila, approaches him and asks if he would pose for her alone at her house. What man can refuse a sweetly presented request from a lovely woman? When she promised to pay him well, he agreed.

Arrived at her house, the young man is put at ease with small talk and the session then proceeds in a business-like fashion. After working a while in silence, Sheila initiates conversation. In time it turns to the question of girlfriends and, then, sex. Carefully pacing her approach, Sheila soon has the young man very hot and bothered. Before releasing him for the relief of a dip in the pool, she has him talking about his sexual fantasies - a place to which he had never before gone with a female, let alone an adult woman - and he has caught her staring more than once at the ever-growing bulge threatening to escape his briefs.

When he comes to the surface at the far end of the pool she is standing above him. He, of course, can't resist inventorying her female parts. They make eye contact and she wordlessly compliments him for his appreciation of her charms. Then she jumps over his head into the pool. When she emerges at the other end and climbs out, her halter-top and short-shorts have become quite transparent. It isn't long before they are both naked.

The day ends in the kitchen where Sheila adroitly manipulates him into ejaculation and then, unaccountably, flies into a rage at the mess his cum has made on the floor. She kicks him out.


And that was the end of my modeling career. Or so I thought. Under no circumstances would I risk coming into contact with Sheila again. Ever. I didn't feel very good about myself. I no longer liked to look at myself in the mirror. The young stud I had fancied myself to be was gone. Instead, I was depressed, more so than I had ever been before. The next two nights at work I just slouched around listlessly, speaking to no one.

Then, on Sunday night, halfway through the shift, Sheila walked in. I was drawing a soft-drink when I saw her and my hand immediately started to shake, spilling some of the pop. I felt myself turning bright red and starting to sweat. Sheila held back, waiting for me to finish with the customer, then, before I could turn away, came up and spoke to me.

"Paul!", she whispered breathlessly, "I have to talk to you!" She seemed nervous, agitated. "Please!"

I had grabbed onto the counter to steady myself and taken a couple of deep breaths. She looked so anxious and forlorn that all my good resolutions went right down that drain in front of me. She was so goddam' beautiful!! Yet I was so startled and unnerved at her sudden appearance that, to this day, I have no recollection of what she was wearing.

"Sure. . . . Yeah, I guess so. Just a minute." I went back to tell the boss I was going on break, took off my apron and came out front. "Let's go sit on the patio."

When we got to the outside tables, I slid onto one of the benches. She was beside me, still standing for a moment. "May I?", and she slid onto the bench beside me, close, but not quite touching.

I turned to look at her, and her eyes, pleading desperately, went straight to mine.

"Paul!" When she wanted them to, her words could convey exclamation marks of intense, barely supressed, emotion. "Paul, I'm so sorry about the way I behaved the other day. I don't know what got into me. I guess I was more upset than I realized about sneaking around behind my husband's back. I've never done anything like that before. . . . Still, I behaved badly. Can you ever forgive me?" And she leaned her body against mine, placing her hand on my thigh.

Of course she was a pro, which I would soon come to realize. So far was I from being her only indiscretion, she had probably sucked and fucked a hundred men - a thousand - both with her husband's knowledge and participation and in hotel rooms spread from hell to breakfast. But we are so innocent and naive in the beginning, and she was a world-class beauty.

Forgive her? How could I not? Once again, and in a twinkling, I was hers to use.

"Of course I forgive you, Sheila." I needed to tell her how it was with me. "I - I - I love you!"

"Oh, Paul! That's sweet! I knew you were special." Her hand moved up my thigh, nearly to my crotch, her pinky finger brushing lightly against my balls. "I'm so glad you've forgiven me. I was afraid I'd lost you forever."

"You could never lose me, Sheila." I really believe that's the max of fatuous; I can't see how it could get any worse.

"So, and here's the big question -" sliding the back of her hand up and down my now erect cock in that absent-minded way women have of physically manipulating a man while seeming to pursue a quite innocent conversation - "would you care to come over to my house again?"

"Sure. Of course. When?"

"Hmm. Let's see. How 'bout Tuesday, day after tomorrow?"

"Okay. Fine."

"Lovely!" She turned abruptly, removing her hand from my thigh and, half-facing me, kissed my cheek. "You're wonderful, Paul." Then, looking me directly, challengingly, in the eye, she dropped her left hand onto my thigh and slowly, lightly slid it up to my crotch and onto my cock. She squeezed it playfully a couple of times and said, "You will come looking for fun, won't you, lover?"


"I have an idea!! You have a suit don't you? Why don't you wear it and we'll play some dress-up games. How would you like that?"

By now I was, of course, feeling no end of - er - cocky.

"I'm there already," I said and smiled into her face, at the same time dropping my left hand onto her thigh and moving it upward.

"Hold on there, tiger!!" and she promptly removed my hand and held it between her own. "Wait 'til Tuesday." She gave my hand a couple of pats, dropped it into my lap and stood up. "Why don't you come for lunch, say say around noon? Then we'll have the whole afternoon."


Precisely at the stroke of noon on Tuesday, wearing a charcoal-grey pinstripe suit, burgundy red shirt and dark-blue tie, I mounted the flagstone steps to Sheila's front door. As I reached the top step the door opened and Sheila stood before me, dressed in a low-cut, black evening gown trimmed in a green that matched her eyes. Her full breasts were half exposed and it was all I could do to take my eyes off them and look her in the face. When I did so, it was to meet laughing eyes which knew just what I was thinking - and desiring. Her abundant red hair cascaded down over her shoulders and, for a discordant note, she was barefooted. As I approached, she reached out and took my hands in both of hers, pulling me forward and into the house, a radiant smile lighting her face.

"Oh, Paul!" and she pulled me right up against her to kiss me on the mouth, for the first time ever. Then she released me and stepped back. "Come this way; I want to show you something", and she led me along a hall. When we came to a closed door, she flung it open and then stepped back for me to enter first. I found myself in a den, with a desk and office chair, a couple of overstuffed armchairs and shelves of books. I could almost smell the residual scent of pipe tobacco.

"This is my husband's study. It's off-limits to me; I've hardly ever been in here. Well, that's going to change! Can you think of some things we could do in here? Hunh?" And before I could say anything she grasped my upper arms and pulled me into an embrace, this time kissing me thoroughtly, running her tongue along my lips, then sticking it all the way in as my mouth opened. We wrassled tongues for a bit as my head began to swim deliciously from the scent she was wearing. Her arms had been under mine and her hands on my shoulders. Now they slipped down until they had grasped my buttocks so she could pull me into her. Still holding my right cheek with her left hand and continuing to explore my mouth with her tongue, she slid her right hand around to the front and between our bodies to fondle my cock. We remained in this clinch for several minutes and were just pulling apart when the half-closed door swung open and there stood Marilyn, the other woman from from the art class, framed in the doorway.

"So this is where you disappeared to!"

She stepped into the room, taking in the scene, and fixed a pair of icy blue eyes on me, looking me up and down in cool appraisal. Finished, she locked her eyes onto mine and gave me a long, searching stare. The slightest hint of a mocking, knowing smile stretched her lips briefly. Suddenly, eerily, I felt as though I had been stripped naked.

Marilyn was wearing a pair of skin-tight Levis and a peasant blouse, the tails of which were tied across her middle, leaving her belly-button exposed. That alone, to me, was incredibly sexy and, if my cock hadn't already started building, would have been enough to get things going. Marilyn's pussy was one of those with a prominent mons beneath which the slit sloped gradually, instead of straight, back. The shape of her whole business was clearly outlined beneath her jeans, inviting the idle hand to slide right in. Her shirt was open halfway down the front and I could see that she was not wearing a bra; the generous curve of her breasts was clearly visible where the shirt didn't quite cover. She wore open-work high heels and her toenails were painted silver-blue to match her lip gloss. Her black hair, worn short, was actually blue-black.

"Well, girlfriend, so this is your little secret! And how long has it been going on?"

Sheila turned to stand beside me and linked her arm through mine. Her left breast pushed against my arm. She smiled at Marilyn.

"Would you believe it? We got together just last week for the first time. Paul's really wonderful, Marilyn. You just wouldn't believe." And she squeezed my arm against her body. My hand itched to grab the breast.

"Yeah. Well. Whatever. I'm thirsty." And she turned and left the room. Sheila and I follwed behind her. With Sheila hanging on my arm and her scent filling my nostrils, I was, nevertheless, watching hungrily the circular motion of Marilyn's ass as she preceded us. Damn! (And, as I later found out, she was not in her thirties but actually forty-two!) And here I was, just eighteen and lusting after a woman more than twice my age. Truly decadent.

Yet, at the same time, I was confused. I had expected to be alone with Sheila. I was in love and wanted to enjoy complete, private, possession of my lady. How long Marilyn would stay and how little time would remain for me and Sheila, and my fully engorged, raging, hard cock were combining to make me frustrated, irritable.

When we got to the living room, I saw that a drinks cart had been set up in front of the fireplace. Sheila turned to me. "Would you mind playing host and fixing us some drinks, Paul?"

Between what the guys and I had figured out, and the fact that I had been my parents' unofficial bartender on the few occasions when they threw parties, I knew my way around liquor fairly well, so it was no trouble to mix a martini, a stinger, and a rum and coke for myself. As I began putting them together, the women went and sat on the couch.

"So, is he any good in bed?" were the first words out of Marilyn's mouth. "I mean does he eat pussy all right?" An ice cube slipped from the tongs in my hand and clattered onto the tray. "Lick your asshole?" I felt myself turning red and beginning to sweat. What the -?

Sheila chuckled. "Hold your horses, Lyn. We haven't gotten nearly that far yet. Have we, babe?" I looked up from what I was doing and tried a smile; it felt sickly.


"I think he's embarrassed, Sheil," Marilyn said, laughing.

"He shouldn't be. He's got the most amazing cock; you should see it. He truly has some stuff to strut."

Now I was really embarrassed and confused. How could the lady of my dreams talk about me that way? Didn't she feel special about me at all?

"Oh, I've seen a few in my time. Remember, I'm somewhat older than you. I doubt if he's got anything all that great."

If a piece of meat has feelings, right then I had 'em. Yeah, I was embarrassed, and a bit sick to my stomach. In fact, I felt weird. Sometimes Sheila looked at me as though I were superman, like I was the greatest lover ever, and sometimes she made me feel like a thing, a toy, an object, and that really made me feel badly about myself. Just then I wanted to drop everything and walk out the door, but I was afraid to, afraid I'd hear them laughing at me as I went. That would be the worst.

The thing of it was that I didn't know how to turn it around, how to take charge.


I couldn't stall any longer. I picked up the ladies' drinks and headed for the couch. As I approached, Sheila spoke to me. "I guess we embarrased you a little, hunh, Paul? You shouldn't mind. One thing you have to get used to is that ladies have dirty minds, too. We think about sex almost as much asyou do." She spoke soothingly, almost as though we were alone. "And you have to remember, we're all friends here, and we just want to have fun. You do, too, don't you?" Her words and their tone had their effect and I managed a nearly natural smile as I handed Sheila her drink.

As I turned to Marilyn I was almost back to normal, but the look of open contempt on her face made me nearly drop her drink. She sneered at me and even gave me the finger. Instantly I was again reduced to a trembling glob of mush. But before I could drop the drink she leaned forward to save it and, as she did so, her breasts pushed her shirt away from her body and I got a good look down her front. In a flash I realized that she was deliberately holding the pose longer than necessary; I looked my fill (or at least ten per cent of it). When she leaned back, drink in hand, she used her other hand to cup her breast, lift it slightly and let it fall back.

Now I was nearly in a panic. Sheila's words of a moment ago, "we're all friends and want to have fun", suddenly registered with their full import.

In less than two minutes the room had filled with sexual tension. I looked at Sheila to see if she had noticed. She was looking at Marilyn, "Tsk, tsk, tsk" - ing with her tongue and teeth. "Now behave yourself, Marilyn. You are so bad." And she reached over and slapped Marilyn lightly on the thigh. Turning to me she said: "Go get your drink, babe, and come sit between us."

I did as ordered and Sheila snuggled up against me when I sat down, wrapping her arms and hands around my right arm. "You look really handsome, lover. That suit kicks ass! I'll bet the girls get wet just looking at you" She distentangled one of her hands from my arm and caressed my chest with it. "And don't mind Marilyn. Yeah, she's a ball-breaker, but I can stop her before she gets out of control. Like I'm going to let her do anything to you." She gave me a conspiratorial wink and once again I felt better, safer (a really strange feeling to have in the company of two women).

"What do you mean, 'ball-breaker'?" Marilyn asked. "Men'll walk all over you, if you let 'em. Well, I'm just tellin' 'em it won't work with me. The man who gets to my fuck-pot has to earn it, that's all I'm sayin'."

Why did that woman's language excite me so much, when I was sitting next to my beloved, my one and only?

While Marilyn was speaking, Sheila had dropped her left hand to my thigh and was gently stroking it, moving ever nearer to my scrotum while, at the same time, kissing my ear, sticking her tongue into it and also blowing into it. Her tonguing made my whole body warm and, when she blew into my ear, I shivered lightly all over. And my cock kept growing and expanding, though she had yet to touch it. I barely heard the end of Marilyn's speech.

"So, okay, Sheil, he's got a tool worth looking at. How 'bout it - ya gonna keep it to yourself?"

I couldn't believe what I was hearing. What did she mean?

Still at my ear, Shiela whispered, "Oh, Paul, why don't you give her a little tease? Open your jacket the rest of the way and slide your hips forward so your pelvis is raised. Give her a shot at that enormous rod of yours. Do it for me."

It was that last sentence that did the trick. Marilyn was so nasty, Sheila so kind and gentle by comparison, that I suddenly got the idea that I would be showing Marilyn what she couldn't have and making Sheila proud of me, thus putting one over on Marilyn.

Compared to Marilyn's brassiness, Sheila's velvety, soothing voice was merely the prelude to action. No longer thinking, without hesitation or awkwardness, I pulled my jacket further away from my slacks, and hitched my pelvis forward until I was nearly resting on my spine. I spread my legs a bit. And so there it was for all to see. An enormous bulge that ran up the front of my pants to the belt-line. If my shirt hadn't been in the way, the tip of my cock would surely have protruded from my slacks.

And now another novelty: I was no longer ashamed or embarrassed by being stared at by a couple of women. I turned to catch a look of utter lasciviousness on Marilyn's face, just before it turned again to cold appraisal as she felt my eyes on her. God, she could look mean! Still, I was sure enough of myself now even to clasp my hands together at the back of my head, leaving the entire front of my body open and undefended.

"Hmmm. You may have something here, after all, girlfriend. Mind if I touch?"

"I don't see how you could resist."

Woops! Wait! Sheila!! This was going further that I had expected. I had thought it was still just talk and maybe a little eye candy. I couldn't conceive that Sheila, the one and only Sheila, with whom I had fallen deeply in love, would so casually turn my body over to another's manipulation, as though she didn't care in the least who saw, touched or did what. Moreover, now I was trapped. I couldn't very well suddenly bring my hands down to protect myself, without appearing ridiculous. What kind of man doesn't want a beautiful woman to stroke his cock? So, although stiffening a bit (excuse the wit), I remained motionless as Marilyn's hand came across to rest on my thigh.

She watched my face as she lightly caressed my thigh and then moved on to cup and gently squeeze my balls through the fabric of my slacks. Sheila was watching as well, shifting her attention from my face to Marilyn's.

"I do believe the lad is not wearing underwear, Sheila. What a pervert!"

"Let me see!" Sheila reached over, yanked a portion of my shirt out of my pants and thrust her hand down inside. "You're right! I wonder what was in his mind as he got dressed this morning!" Both women laughed as, meanwhile Sheila withdrew her hand and Marilyn moved hers up onto the shaft of my cock. She rubbed the length of it a few times, gave it a couple of squeezes and pinched the head, as well as she could through my pants.
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