Joanna Act 02

I started banging her at a slow pace. I could feel myself stiffening up pretty quickly and I must have stiffened to my previous state because in no time at all Amy asked me to stop. I seriously considered ignoring her but again thought of the next session and stopped. Elizabeth was apparently feeling the same way because she said, "Well, this is the very definition of sexual frustration." I couldn't help but laugh at that as did the crowd.

Time went by once again and I had to fuck her to get hard again 4 more times. By the time we got to the 50 minute mark, my balls were aching for release. When Amy finally told us we were free to move I could not have been happier. I pulled out of Elizabeth and stepped back letting her stand up and stretch.

I took the opportunity to scan the crowd. I say Michelle who was staring at my cock, and Lisa who gave me an obscene gesture. She keeps that up and I'm sticking my dick in her mouth.

And then I saw Joanna.

A million questions hit me all at once but the most was why. Why did she let Elizabeth take her place today? Why did she want me to have sex with her? From her expression she seemed turned on but I couldn't see why. Elizabeth stepped up next to me, put a hand on my shoulder before leaning in and whispering, "Told you I'd ask her."

I turned my head to look into Elizabeth's eyes while keeping my body facing Joanna. She gave me a mischievous little smile as she lightly drew a hand across my chest before grabbing my hand and gently pulling me toward the changing room. I didn't resist as she started to pull me, but I did look back up at Joanna who was quickly leaving the classroom. I wasn't sure how to feel about Joanna's departure but the class certainly had ideas about my departure. Elizabeth and I got several cat calls from the crowd and I got another obscene gesture from Lisa; Yep, I'm going to make her choke. That thought and the sway of Elizabeth's ass in front of me brought life back into my erection.

I stepped up and swept her off her feet carrying her in my arms much to her delight and the delight of the crowd. I'm pretty sure I heard Michelle yell something but it was drown out by the rest of the crowd. Either way, by the time I pushed through the curtain separating the two rooms, Amy had gotten them back to making the finishing touches on their drawings.

I set down in front of the short, orange couch that looked like it had seen better days. There was also a ragged looking brown love seat that I thought we might make use of but my attention went back to Elizabeth as her lips closed around the head of my penis.

She placed her hands on the side of my thighs and began bobbing her head up and down on my cock. I've never had a girl blow me like this before. Admittedly I didn't have an extensive list to draw from but most girls, even Joanna, had to grab a hold of my cock. I was amazed at her technique and loved watching her do it.

She's been sucking my cock for a few minutes when she finally took me out of her mouth. She ran her tongue from the base of my cock to the tip before she looked up at me and asked, "How was that?" I looked down at her and said, "Breath-taking."

She smiled and stood up, looking me straight in the eye, "Show me what you can do," before roughly pushing me down onto the couch. I grinned up at her and figured she would be riding my cock but I was wrong. She put her left leg up on the couch and thrust her hips forward looking down at me with a defiant look on her face.

I was only too happy to oblige and dove right in. It was a bit uncomfortable getting in the right position to eat her pussy so I finally gave up. I stood up and forced her to lie on the couch on her back. I knelt down next to it, pulled her closer to me and started going to town. She was already so turned from our posing that her clit wasn't hard to find at all. I started teasing it with my tongue as was rewarded with a fairly loud moan. "Oh god, right there," she said grabbing a hold of the hair on the back of my head.

I gently pulled back her clitoral hood and wrapped my lips around it. I started gently sucking on it while continuing to tease it with my tongue. Her moans instantly became louder and she instantly arched her back. I held her hood back with my left hand and with my right reached under in anticipation of her lifting her hips. I thought I heard someone enter the room and wanted to look. But this close to an orgasm, if I took my lips off her clit, that just would have been cruel.

It wasn't long before she lifted her hips up as I continued gentling sucking her clit. Her moaning abruptly ended and her body began to shiver. My mouth was filled with her juices and I supported her hips as she rode her orgasm. Finally spent, she pushed me away and I set her down letting her lay there looking completely satisfied.

I gently rubbed her thighs while looking into her eyes which were staring at nothing. Finally she looked a bit to my left at someone else and said, "You weren't kidding." I looked to my left and saw Joanna who was kneeling on her ankles in the love seat. She was dressed in light blue spandex and a white sports bra and tennis shoes. She also had her right hand in her spandex bottoms and had obviously been playing with herself as she watched me eat out Elizabeth. "I told you..." was her response.

I wasn't quite sure what to do next. My left knee was on ground while my right knee was somewhat towards the back of the couch. It also meant my erection was pressed firmly against the couch so I stood up.

I turned to look more fully at Joanna whose gaze went right to my erection. "Elizabeth, why don't you take care of Mike here? The poor guy needs some relief." She got up and said, "Happily." I turned slightly to regard her and after standing up, she turned away from me. She knelt back on the couch and bent forward on her hands and knees. She looked back and seductively said, "Come and get it."

After 50 minutes of wanting desperately to get off... yeah, I doubt she could have stopped me if she tried. I knelt behind her, my cock in one hand, her left hip in my other, and I eased myself inside her. She gave a soft moan before looking straight ahead.

I started getting into a rhythm and looked over at Joanna. She had apparently pushed up her sports bra and was playing her right nipple while continuing to rub her pussy. But her eyes were watching my cock move in and out of Elizabeth with a look of complete and total lust. We made eye contact and I grinned at her before focusing back on Elizabeth.

I shifted my hands from her hips to her shoulders are started pounding her hard. She moaned and bent her head forward. I saw right arm shift down and it looked like she was rubbing her pussy with her right hand. I could hear Joanna starting to moan as well which was too much to take. I felt my balls tighten up and I started cumming inside her. I quickly let go of her shoulders and pulled out of her, jerking off all over her back and ass. Finally spent, I simply knelt there breathing heavy as my dick began to soften.

"How was that?" I asked trying not to sound disappointed with my performance. "Awesome," said Michelle who had quietly snuck in with several others to watch me fuck Elizabeth. Joanna got up and put her clothes back in place. She went over to the sink and got a towel for Elizabeth.

I went over to get my clothes but hadn't started getting dressed yet. I felt a bit awkward getting dressed in front of a small group of people after I had just put on a sex show for them but that feeling wasn't to last long. Thankfully Amy arrived and came to my rescue saying, "Ok all, show's over, back to work." I watched as the crowd dispersed before looking back at Joanna and Michelle. Joanna appeared to be watching to make sure Elizabeth was cleaned up as best she could. I felt a bit guilty cumming on her, but as they say, heat of the moment. I really wanted to fuck her properly but didn't think Joanna would give me the chance.

"So, now what," I asked looking at Joanna. "Let's get you home," she said, "You've got a long night ahead of you." I smiled in response to that and she looked over at Elizabeth who had finished cleaning herself up and was about to slip on her thong. "Care to join us?" I was shocked by that question and didn't know how to react when she replied, "Definitely." Joanna smiled in reply and stepped closer to her giving her a soft kiss on the lips that turned into a much deeper kiss.

They finally broke apart and both looked at me at they casually ran their hands over each other's chest. Elizabeth smiled at me and said, "A very long night."