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"Russ I didn't put on any panties. I thought it wouldn't bother me, but my heart is racing and..." I kissed her again and stood up but didn't look down right then.

"Let's take a few without lighting and see how it goes." I wasn't in any better shape than she was. My hands were shaky and I was having trouble keeping my mind on the camera. Then I saw between her legs. No pubic hair at all so I had to look twice to be sure that I really was seeing down there. She lay still like she was trying to hide by not moving. I took a couple of shots just like that and then asked her to move however she wanted to and she rolled away from me slightly so I took those. Then I took my camera off of the tripod and started to move around as I coaxed her into slowly changing positions until she was more or less facing me and I got a couple more. "Okay let's stop and see what we have."

Chapter Thirteen

She seemed to be slowly relaxing and followed me to my computer. As soon as her images came up, she stood behind me and leaned down to look over my shoulder. We studied the images one by one as I reminded her, "I didn't work hard at composition and without any lighting at all they're going to be pretty flat so don't be critical."

"The only thing I'm critical of is I'm fat."

I turned around and looked right into her eyes. "April if we were married do you know what I would say to you?"

"No what?"

"Don't gain a pound, but I don't care if you never loose a pound either."

She smiled and touched my cheek and said, "Thank you Russ. I really think you meant that."

"I did." We looked at a few more and then I turned to face her again. She no longer made any pretense of covering herself and I was within inches of her nipples as I gazed at them for an instant. "Well what do you think, want to do it tomorrow?"

She smiled and said, "I will on one condition."

"Name it."

"I get the final say on what the class will see."

"I can work with that, but the same goes about your pictures of me."

"Fair enough. Poor Will doesn't have a clue what's coming."

"Yeah like I feel sorry for him. He'll do just fine believe me."

"Russ one more thing. I can't be like this in front of him. Don't ask me why because I don't know but I can't. But I'll be here and I promise I'll find a way to pose for both of you."

I told myself over and over not to do it, but I didn't listen. I stood up and putting my arms around her pulled her close to me. She stiffened up but then relaxed and put her arms around me. "April I really appreciate you doing this for us and there's no place in the world I'd rather be." She didn't say anything and I couldn't talk either because it felt like she was naked in my arms. "Damn you feel good."

She looked up at me and then down between my legs and then back up to smile at me. "Russ honey I better get here an hour early in the morning so you can get some of your pictures before Will gets here."

"Would you do that for me?"

"I would." To my credit I didn't even kiss her, but that's exactly what I wanted to do.

"Now you're going to have a hard time coming up with something for free form because I can't get anymore naked than this even for you."

"I hope you know that I imagine that very thing. That I can picture you doing that for me." Once again she just smiled and then kissed my cheek but then touched my face and said, "You need a shave."

"I'm sure I do."

"Russ, I just want you to know that you are very tempting and it isn't easy for me to behave."

It was my turn to smile. "Honey don't behave on my account."

She pushed me away and said, "That's part of the reason I am behaving as much as I am. I know this has to be hard...difficult for you ,but neither of us is ready to get too involved right now."

I quickly pulled her back against me and said, "Do you know you could send me a bill for therapy? Being around you has done more for me than all of the time I've spent whining and crying and whatever. I know you're right of course, but you make me feel alive again. Our last class isn't going to be one of my happier days that's for sure."

"I'm going to change before things get out of hand, and she turned away and rolled her hips suggestively as she walked out. It was a good thing that our classes were almost over. I met her in the living room and we walked out to her car where we shared another embrace before she got in. "Russ, thank you for everything including your sweet words and the hugs."

"You're welcome. I just wish it was going to be the two of us tomorrow."

"I don't think that would be a good idea. Well a good one maybe, but not a smart idea." With that she smiled and headed home.

I went in and checked my e-mail and I got a nice one from Beth. I typed a reply and told her about our latest class and assignment, but decided against giving her a lot of detail about going shopping with April. I told her about the bodysuit, but left it at that and stopped there. I ended it with a few lines about getting together for dinner soon and then signed off and got ready for bed.

Saturday morning April arrived and I was soon photographing her in her bodysuit. She was totally relaxed now and with all modesty I think I got several very artistic and sensual images. I also got several for my private enjoyment. When April and I reviewed the images her first comment was, "That's it I'm going on a diet." But as we looked at all of them I had a hard time sitting still. Then looking up at her as she stood next to me I reached up and kissed her left nipple through her thin bodysuit. She didn't jump back but she looked down at me as I said, "I'm sorry but I just had to do that or I would never forgive myself."

"Why are you intent on teasing yourself?"

"I don't know, maybe I'm masochistic." She stood me up and as she looked into my eyes she reached between my legs and touched me.

"Just for the record you're getting to me too, now behave because you're starting to drive me crazy too. It's time for Will so I better get ready for him." She got her purse and pulled out a rectangle of silk as large as an afghan and draped it over her. "This is how I will be for Will."

"Damn it I keep telling you how sexy you are and this proves it. That silk looks hot on you."

"Russ you are just horny."

"Damn it you are sexy, so just accept it and I'll be getting some shots of you like that for my personal enjoyment." Before she could say anything more Will rang the doorbell and came in calling out, "Hey, fair warning I'm here."

I stuck my head out into the hallway and said, "We're back here waiting for you."

As he reached the door to the studio he asked, "Have I missed any...oh shit." April was standing there with the silk just hiding her treasures and smiling at him. Her right shoulder was exposed showing the flesh colored bodystocking and a good part of her right breast except her nipple.

"Okay will it's up to you to make me look sensual with the camera."

"You don't need me April, you already look sensual and so damn sexy."

"Thank you."

"I see the velvet is out so just lie on that and move as you wish and I'll see what I can do."

"Okay, but both of you turn your back for a second." We did that and a second later we were allowed to turn around. Her right knee was up slightly and the silk draped over her midsection just barely hiding her charms. Will directed her to move her arms this way and that as he changed the lights slightly and took one shot after another. Then she rolled away from him and gave him the slightest view of her ass and that sent him off again. I was getting hard just watching the two of them. This went on until she stopped and said, "That's all I can do without going to far." Will hesitated but then said, "I hate to stop but you're the boss."

She paused then and said, "Okay Will a few more, but these can't be seen by anybody but you and Russ."

"Whatever you say love." At that point the silk came off and Will was treated to her charms after all. This time I joined him and we took shots and stared at her until our eyes crossed. The more we took, the more she relaxed and let us photograph her however we wanted to. By the time we were done I was exhausted and my cock hurt.

She stood up and after kissing Will and then me said, "Okay that's all because I'm getting so damn stirred up I can hardly breathe. Wait for me in the living room because I want to look at the photos with you before I go home." We did as we were told.

It was a couple of minutes later when she suddenly appeared at the end of the hall totally naked and struck a pose for us, turned around and gave us another pause before she disappeared to get dressed. When she came out I went over to her and kissed her hard. "That was so totally cruel...and sexy and hot and I'll never forget that, thank you." Then I whispered to her, "I want you so much."

Will kissed her softly and said, "I am your slave for life April." She smiled and we went to look at her pictures. Now we just had the freestyle part and the review and the class would be over. The other thing that occurred to me was Beth would be asking how our session went and be expecting a picture or two. I knew she wasn't a prude, but I didn't want her to think that we were having an orgy either.

After April left, Will and I sat there and talked about what had just happened. "Will I took several pictures of her before you got here too."

"Naked?"

"Don't I wish. They were pretty much like what you got actually. She didn't think she would be able to display herself in front of both of us so I got a very nice preview, but it would seem that she relaxed because we both got some really hot shots of her."

"Yeah we did. I can't say that she's my wet dream come true, but she ain't bad at all."

"I couldn't agree more. Damn I'm going to miss her."

"What about the freestyle, won't she help us out there?"

"I don't know. We can hope though that's for sure. I wonder how old she is."

"Why?"

"Just curious. She seems almost a little naïve to me in some ways."

"Now that you mention it you're right, she does seem that way. Her body is so tight and firm too."

"Shit you don't think she's under age do you?"

"Oh hell no, she can't be that young." Then he stood up and said, "On that note I'm going home. See you next Tuesday."

"Yeah that should be a fun class and I'll bet it takes longer than two hours."

After Will left I sent Beth an e-mail and included a fairly benign picture of April in the bodysuit and went to bed.

Chapter Fourteen

I was up and having coffee Sunday morning, but not totally awake when Scott called me. "Morning Russ, I hope I'm not calling too early."

"Morning. No I'm just trying to kill off this pot of coffee, what's up?"

"Marie and I were going to fly over to Asheville and have an early dinner and we wondered if you'd like to join us."

"That would be great."

"Why don't you drive out here for lunch and then we'll go from here. We should be back before dark." I got the directions to his house and agreed to be there just before noon.

The directions were fairly straightforward and I pulled up to what was either their house or a small hotel. The chimes of the doorbell were still echoing when the door opened and there stood Scott and who had to be Marie, but I had a hard time even looking at Scott. She immediately held out he hand and told me, "I'm Marie, please come in." Their home was beautiful. Not ostentatious but certainly impressive.

"Marie you have a beautiful home."

"Thank you Russ, we love it here. Two miles from our favorite golf course and just a few miles from the airport."

"Sounds pretty convenient."

"I thought we could just have a nice salad here and then we can have an early dinner at Asheville. We know a nice little place just a couple of miles up the road from the airport in fact."

"Sounds nice.

"Scott tells me you've flown in a one eighty two before."

"Yes, a friend of mine had one and we flew all over Florida and southern Georgia. It's a great little plane."

"We think so too. Ours is fairly old, but it's been impeccably maintained. We've been to most of the forty eight states at one time or another."

"Scott was telling me that you two love to fly."

"We do, but mostly now we stay within less than a thousand miles from home." Scott seemed content to let Marie and I carry the conversation.

We had our salad and lemonade in the sunroom and Marie continued the conversation. "Have you enjoyed the photography classes?"

"I really have. A friend of mine signed me up and I complained bitterly, but it has turned out to be a lot of fun."

Scott jumped in with, "That would be Will I take it."

"Yes that would be Will. I'm in the midst of a pretty traumatic divorce and he wouldn't rest until I joined him in class to get my mind off of that mess."

That triggered a sympathetic response from Marie just as it had from April. "Oh I'm so sorry to hear that Russ."

"Thank you."

"I gather then the divorce wasn't your idea."

"It was my idea, but only after I had discovered I was only a minor part of her recreational activities."

She laughed and said, "What a delicate way to say she was screwing around."

I had to smile as I said, "That is a much better way to put it, thank you Marie."

Scott looked at her and said, "Was I right when I described Russ as charming?"

"You were right honey, charming and quite handsome."

"Scott I think I'm in love with your wife already."

She sipped her lemonade and looking over the rim of her glass she said, "You're just randy."

"Marie, now that was crass," Scott said, but then he smiled at her. "She can be so direct sometimes."

"I'm not offended at all. I can't even argue with her." That made her laugh.

Scott asked me, "So are you ready for the next class?"

"I'm ready and I'm pleased with what I have, but I don't know how Joe will feel about it."

"Subject matter issues or composition?"

I laughed and said, "Probably both but I did my best."

It was back to Marie then as she asked, "So what is so questionable about the content?"

"Well I photographed a very nice looking young woman."

"In the nude?"

"No, she wouldn't agree to that. We used a body stocking as a compromise."

"But those can be so sheer that it's like being nude."

"I know. This one wasn't quite that sheer but it's fairly revealing. Of course I didn't show her face by her request."

"I don't suppose you have any of your work with you."

"Sorry, I don't have. I discovered it can be very tiring photographing a good looking naked woman." Again Marie laughed and said, "Russ you are so precious. I love the way you phrase things. So if she's wearing something I have to think the instructor will be okay with your content."

"I think so."

"So you enjoyed your assignment it seems."

"Oh I most definitely enjoyed my assignment."

Scott put his fork down and leaned back saying, "I still have some work to do on mine. I tried a few things, but I'm not happy with the results, but I've learned so maybe the next time things will come out better."

"I don't know about you, but even my failures were a lot of fun." Again Marie laughed. She really seemed to be enjoying my simple attempts at light conversation. Scott got up and excusing himself said he had something to do and then he would bring the car around to the front. I helped Marie clear the table and then she put her arm through mine and we moved toward the front door. "Russ I don't know the details of your marriage disaster, but I'm willing to bet none of it was your fault."

"Thank you for that vote of confidence, but nobody is ever totally innocent. But allow me to take the moral high ground and say, "It really was her fault."

She squeezed my arm and smiled up at me as we made our way to the front door. She was somewhere between forty and forty five, but she looked great and the way she was cozying up to me I just didn't care what her age was.

Chapter Fifteen

We were in the air within an hour or so and I watched houses and cars get smaller as we gained altitude. I was behind Scott so I could see Marie in profile as he said, "We'll be cruising at four thousand feet and it should be a smooth flight all the way there and back. We chose a short flight for today so we could have more time to talk and get acquainted, but I can still get a couple of hours in for my flight log. So tell us a little about the pictures you took for the next assignment." Marie turned as far as she could and smiled at me in encouragement. I smiled at her as I tried to decide how the hell I was going to handle this. She seemed to favor the direct approach so that's what I did.

"Well since I couldn't convince her to be naked I had to settle for second best." Marie's eyes seemed to dance as she held that smile. I reminded them of the bodysuit and then I said, "It was scooped in front and the back was a vee that went all the way down to her...her butt. She borders on full figured, but her waist is small enough so she has quite an hourglass figure. Anyway I have this huge piece of black velvet and I used that as the backdrop and for her to lie on. That meant I had no reflected light so I had to keep that in mind as I set up the shots."

Marie asked me, "Where did you take these pictures, in the living room?"

"No, I converted the guest room into a studio of sorts. Will found us some lights and tripods so the setup is pretty handy. I just wish I had more room to work in."

Marie's smile never left as she said, "I'll bet it would have been sexier if she had been naked. I mean for her as well as you. I can just imagine what it would feel like lying naked on velvet." When she said that I could picture her naked on that velvet too. She was right I was randy. Almost out of control randy in fact. Too much stimulation and not enough satisfaction. "I interrupted you Russ I'm sorry."

"That's okay. She was very self conscious at first so the shots were less than impressive, but I wasn't complaining. Then as she relaxed she started to flow with the experience and soon forgot that I was looking at her...well you know."

"Her treasures."

"Exactly, her treasures, and to me that's just what they were too." Again she laughed and continued to watch me as I went on. I took a deep breath and then said, "So anyway I got a lot of photos of her that she wouldn't allow me to take to class and a few that I will take to class. Oh and Will was there for part of it and she had a piece of silk that she used as a prop but that meant Will didn't see her um...treasures at first. But then she relaxed again and the three of us had fun getting a lot more shots of her."

"And you were tired."

I smiled then and said, "Yes, like I said I was tired, but I was also humming like a tuning fork."

"You poor darling that had to be torture for you."

"Well I'm proud to say I wasn't drooling on myself." Marie laughed again. I loved her.

We settled down and Scott made a course correction and it wasn't long before we were landing at Asheville Regional Airport. Scott checked in and filed his flight plan for the return flight and minutes later we had a taxi to take us to the Balsam Mountain Café. The meal wasn't impressive, but it was good and we ended it with a little ice cream. As the three of us headed back to the airport Marie put her hand on my thigh and asked, "Are you enjoying yourself?"

"I'm having a great time. Scott did an admirable job of getting us here safely, the flight was very enjoyable and I'm sitting next to a beautiful and very charming woman. Life is indeed very good."

"And I'm sitting between two very handsome and very sexy men and I couldn't be much happier." Her hand decided to stay on my thigh and I felt that familiar stirring between my legs. I really had to do something about my vulnerability. Two weeks ago I didn't give a damn about sex or women...well except for Beth, and now I was chronically horny and all I could think about was sex, Beth, April and now Marie. I felt like a man dying of thirst while in a boat in the middle of a lake...and my hands were tied behind me.

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