I have been modeling for an art class at St. Meade College for Girls the last three years. Ms. Alan came over and reassured me that everything would be fine, as she has always done since my first time. At that moment, the bell rang and the students entered the classroom. As they took their seats, their clay was already set up. Ms. Alan spoke to the class as I glanced around the room waiting to take my place on the large wooden box.

When Ms. Alan had finished, I walked over to the box and removed my robe. A few soft gasps could be heard as my naked form was exposed for the first time. Taking my place atop the box, I crossed my legs and brushed back my long blonde hair. Tilting my head back so that I was looking up at the ceiling, I felt my back arch slightly and my tits thrusting outward.

Closing my eyes, I tried to imagine what the fifteen female students were thinking and feeling at this moment. I felt my nipples stiffen, poking out from their light colored areola as my pussy started to tingle.

“Okay girls, you may begin,” Ms. Alan said as she walked by me, her intoxicating perfume filling my nostrils.

I could hear Ms. Alan moving about the room, giving students advice as they worked with their clay. My pussy was getting wet and I was happy that my legs were crossed.

My thoughts drifted back to when I first met Ms. Alan…

 oOo

 I was living on the street, having been kicked out by my stepmother after my father passed away from a heart attack. I had just turned eighteen and all I had were the clothes on my back and my art supplies. I was determined not to pimp myself out, so I began painting pictures of what I saw at my favorite park.

People would stop and watch as I painted, asking if I had any to sell. I would show them what I had finished and that is how I started making some money. I even drew charactures of people to make more money and I was able to buy clothes to replace the tattered rags I was wearing. I found a shelter near the park which I was able to stay at and drew pictures of the people there, with their permission of course.

Then one autumn day a woman approached, her beauty took my breath away and I knew I had to put her on canvas. I guessed that she was in her early fifty’s, about five feet eight inches tall with large full breasts and legs that seemed to never end.

I caught myself gazing a bit too long and when she was standing in front of me she said, “See something you like? I know that I do.”

I felt my cheeks redden from embarrassment as she looked at the painting I was working on.

“That is a beautiful cityscape you are painting. May I look through your others?”

Before I could answer, she thumbed through my finished work while I sat there watching her every move.

“Could I interest you in a cup of coffee? My treat.”

“Well…I-I…”

“It is getting late and a bit colder.”

“Yes, that is very kind of you.”

As I began gathering my things, this woman lends a hand and off we loaded them into her Tahoe. I was relieved she did not ask why all my belongings were with me as we drove to the nearby coffee shop.

“I’m Liz, by the way.”

“Hi Liz, I’m Courtney. Pleased to meet you.”

“Nice to meet you, Courtney. I have been admiring your work for some time.” Liz says as she opens the door to the coffee shop, openly eyeing me from head to toe.

Taking our seats at a corner table, Liz goes and orders coffee for us. I cannot help but admire her luscious curves as she walks to the counter. Her full round derriere swaying gently from side to side with each step and her short tight black skirt drifting ever so slightly up those legs which seem to go on forever. I could feel the familiar tingling beginning to build between my legs and my nipples pushing against my sweater, visible for everyone to see.

Liz moved gracefully toward me with coffee and sandwiches in hand, I drank in this beauty and I could feel my heart quicken as she smiled. Placing the items on the table, Liz seemed to float effortless as she sat down. I noticed that I was having the same effect on her as I openly gazed at the full breasts so beautifully outlined by her cashmere sweater and the very erect nipples pushing outward, begging for attention.

“I would like to make you an offer, Courtney, I have been watching you work on your paintings and drawings for quite some time now and I am very impressed by your talent and your beauty.”

“What do you have in mind, Liz?”

“Well, I am the director of the art department at St. Meade College for Girls and I am looking for someone to model for my sculpture class.”

“Will I be required to pose in the nude, Liz?”

“Yes Courtney, will that be a problem for you?”

“No, not at all. When would I be starting?”

“How does Monday sound?”

“Great! Will it be every day?"

"Yes, you will be posing for five classes and they will be forty-five minutes in length. You will have a thirty minute break between each. You will receive seventy-five dollars for per class."

We both sat quietly, eating our sandwiches and drinking our coffee. It is then that I decided to tell Liz about my situation since I would be working with her.

"Liz, I have something I want to tell you."

"What is it Courtney?"

"Two years ago, my father died of a heart attack and my stepmother kicked me out. I have been homeless ever since, living in a nearby shelter and I recently started selling my work in order to buy clothes at a second hand store along with personal necessities."

Reaching over, Liz's reaction was unexpected as she took my hands in hers. I felt something that I never experienced before, an attraction toward another woman. Liz and I knowingly looked at each other as our fingers intertwined with one another. She gently caressed my hands and I found myself caressing hers.

“Courtney, did we load everything you own in my Tahoe?”

“Yes Liz, why?”

“Let’s get out of here and I will tell you on the way.”

Before I have a chance to say anything, Liz pays the tab and leaves a very generous tip. She takes me by the hand and literally pulls me along. Not having time to put on our coats, the cold air felt refreshing and cooled the heat built up inside me. Liz and I look at one another as we walked briskly to her SUV.

We get in her vehicle and take off. As we drive, Liz drops a bombshell on me.

“You will be staying with me until you can afford to be on your own and I will help you hone your artistic talent. If I feel that at any time this arrangement is not working, I will have to ask you to leave. What do you have to say, Courtney?”

“Y…you would do that for me?”

“Yes.”

“Thank you Liz, you won’t regret this.”

During the rest of the ride, Liz laid out the ground rules. There was to be no drugs, I assured her I never used them and no smoking indoors. I told her that I do not smoke. If I wanted to have anyone over, I would need to talk to her before inviting them.

Arriving at Liz’s place, she turned onto a long winding road which led up to a modest size log cabin surrounded on two sides by trees. The view of the valley below was stunning.

“We will unpack your things tomorrow, let’s go inside and I will show you around.”

Liz took my hand and led me inside. Walking through the great room, there was a fireplace and floor to ceiling windows overlooking the valley. Going upstairs, she showed me her master bedroom with a four poster bed, walk-in shower. There was a Jacuzzi bath built for two with infinity edges.

“Oh my Liz, this is so beautiful.”

“Wait until you see your room Courtney.”

Opening her dresser drawer, Liz took out a pair of cotton pajamas and showed me to my room. Entering, I could not believe my eyes as it was also a master bedroom with the same amenities except in a different color.

“Why not freshen up, Courtney and meet me downstairs.”

Placing the pink pajamas on the bed, Liz turned and gave my cheek a quick kiss. Her soft lips on my skin gave me goose bumps and I felt myself wanting this woman.

Before I could react, Liz was out the door. I immediately removed my clothes and turned on the tap to the bath, filling it with warm water. Going to the shower, I quickly washed and without drying off stepped up into the bath.

Turning on all of the jets, I laid back and enjoyed the soothing water. Closing my eyes, I envisioned Liz sucking my nipples as her fingers plunged into the depths of my pussy. My fingers instinctively teased my nipples, pinching and twisting them until I was moaning. My other hand dipped below the water and found my throbbing mound. Two fingers pushed their way into my pussy and were thrusting in and out.

My moans became louder as my fingers brought me to orgasm.

Arching my back I screamed out, “Oh shit, I’m cumming!”

My body trembled over and over until my orgasm subsided. Keeping my fingers buried in my wetness, I pressed my hand against my throbbing clit. When I had recovered, I opened my eyes and saw Liz leaning against the door in her pajamas.

“Oh my God Liz, I’m so sorry.”

“Sorry about what, Courtney? That you masturbated and enjoyed it?”

Before I could answer, Liz walked over to the tub as she undid the buttons to her top.

W…what are you doing Liz?”

Slowly removing her top, I saw that she had no tan lines and her 34DD breasts were topped off by eraser size nipples.

“I am going to join you, of course.”

When Liz removed the bottoms of her pajamas, my eyes widened at the sight of her pussy. The lips were visibly swollen and her pubic hair was trimmed short and in a heart shape.

“Liz, you’re beautiful...but I have never been with a woman before and it has been so long since I have been with someone.

Liz did not say a word as she stepped up to the tub, sat on the edge and slipped into the water. We were now facing one another and she moved to me as I felt myself parting my legs. Liz moved closer, until our lips were almost touching.

“Trust me Courtney, for this is my first time too. I have wanted you since the first time I saw you three months ago.”

Our lips touched, awakening every nerve in our bodies. Feeling her breasts press against mine as we kissed had my pussy throbbing once again. Liz pulled back, reached under and slipped her hands behind my ass. Without saying a word, I raised up my hips as Liz held me in her hands. We both smiled and then I felt Liz’s tongue licking the length of my slit.

With every pass along the swollen flesh of my sex, Liz pushed her tongue deeper and slipped out. She did this over and over until…

“Fuck me! Fuck me with your tongue, Liz!” I screamed out, feeling my orgasm building.

Liz dipped her tongue back into my honey pot and sent sensations through me, I never could imagine. We looked into each other’s eyes as Liz swirled her tongue around my G-spot. Just before I came, Liz slid her tongue up to my stiff clit and sucked on it as her fingers fucked me.

“Oh God, I’m cumming!”

Liz drank up my juice, even covering her lips with my sweetness. When I recovered, Liz laid back and now it was my turn to taste her. Moving between Liz’s open legs, I pressed my 32D breasts against her breasts as I tasted myself on her lips. Kissing Liz was amazing and to taste myself on her over took me. My tongue pushed past her lips, engaging in a passionate dance with hers.

We were both moaning as we kissed and I was rubbing my tits against hers. I pulled back suddenly and Liz looked at me and smiled. Smiling back at Liz, I moved down and put my hands on her ass. Liz lifted her hips up, offering me her honey pot.

Our eyes met as my lips touched her swollen clit. I felt her shiver at the touch and then sucked gently on her button. My fingers flicked over the swollen pink lips along her slit. Swirling my tongue over and around Liz’s clit, I slipped two fingers between her wet folds.

“Now, fuck me now!”

I ignored Liz’s plea as she continued to moan and beg. Teasing her with tongue and fingers for what seemed like forever, I finally fucked her with my tongue. Finding her G-spot, I sent her over the edge and Liz screamed out…

“Oh Shit, I’m cumming!”

Liz arched her back, I watched as her breasts broke the surface of the water. Pressing my mouth against her throbbing clit, I watched as the water trickled from her breasts. When Liz recovered, we moved toward each other and shared a gentle kiss as we embraced each other.

“Liz.”

“Yes, Courtney.”

“Would you shave a heart, like yours on me?”

“Of course sweetie, but now let’s go make love on my bed.”

 oOo

 That is how Liz and I met. We are a couple now and plan to marry next autumn. My painting under her guidance has improved so much that they do not stay long in her art gallery, “Liz Alan.” The money made from the sales all goes to the shelter I once stayed in.

 oOo

 The sound of the bell brings me back to reality. After the students leave, I get down from the box and put on my robe. Liz comes up from behind, wrapping her arms around my waist and nuzzling my neck.

“You have been thinking of how we first met, haven’t you Courtney?”

“How did you know, Liz?”

“By the wet spot you leave behind after posing.”

We giggle as we walk to her office off to one side of the classroom. There is time for a quickie before the next class.

The above story is a work of fiction. The names, characters, places and events are products of the author's imagination and are used as fantasy. Any resemblance to actual events or persons, living or dead, is entirely coincidental.

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