A Handyman's Memoir Ch. 39

"I kinda like the idea of anchoring out," she said. "Let's try that."

I looked at the chart book and the widest section of river coming up was sandwiched in a valley with the State Thruway on one side and the main East/West railroad line on the other.

"I'm not to sure how peaceful it'll be, but you might get a chance to show off a little," I said with a smile.

We found a good safe spot to anchor and I fired up the barbecue grill on the back deck. Lee brought out two beers. She had discarded her bikini top and shorts, and was wearing nothing but her little lacy panties. Luckily, we were far enough from the highway so she didn't cause a massive accident, but if anybody was looking she was definitely visible, and it obviously gave her a thrill. We were closer to the railroad tracks, and it wasn't long before we heard something coming. It was a freight train, moving slowly.

"What should I do?" Lee asked with a big smile and big eyes.

"Show em that beautiful body," I said.

She got up and walked to the bow of the boat, and then walked back, slower, and with more 'sexy' in her step. The tracks were right on the shoreline, about forty feet from us, and the big engine slowly rumbled by. The loud air horn blew, and an arm came out the window and someone whistled and yelled something as they passed. Lee smiled and waved at them as she strolled back and sat down next to me.

"Oh my God!" she laughed. "This is too much fun!"

"You are one sexy woman," I said, shaking my head.

"You wanna fuck me when the next one goes by?" she asked, with excitement radiating off her smiling face.

"Whaddya think, I'm gonna say no?" I said, and I kissed her hard.

I had a feeling it was a pretty busy right-of-way, because there were numerous tracks and it cut right through the center of the State, and we didn't have to wait long before we heard another big air horn blow and the distant rumble of an approaching train off in the distance.

"Hurry up!" Lee said like a little kid at Christmas as she pulled off her panties and I whipped off my clothes. She dove in with her mouth on my cock and I was hard with plenty of time to spare.

"What do you think, like this?" she asked. She had her hands on the side deck railing facing the tracks, her back arched seductively, and her sweet ass beckoning me.

"Fuck yeah, that's hot!" I said.

"Oh fuck!" she gasped when I entered her. "I've never been so horny in my life!" she said as the slow moving freight train approached.

By the time they got to us I was giving it to her good, with one hand under her belly and my other hand pulling her light blonde hair to keep her back arched so the boys could get a good look at her sexy face and tits.

"Fuck!" she screamed right after the big horn blew, and a head emerged from the window and yelled something.

I kept up my relentless thrusting, slapping hard against her ass. Just then the noise increased, and an Amtrak passenger train went by in the other direction, on a track closer to us. It was going faster, but slow enough for us to see people's heads swivel and look out at us. It was all too much for Lee, and she came hard, screaming at the top of her lungs, adding to the noisy cacophony. I came too, deep inside her, and as the trains pulled away I pulled her up against me and held her tight, both of us gasping for breath.

"Did I mention you are one sexy woman?" I said, still trying to catch my breath.

Lee turned her head and kissed me. A sloppy wet, super sexy kiss.

"Oh my God!" she said quietly. "I can't even tell you what that felt like. That was beyond words." She turned around and embraced me. "You . . . you are beyond words."

"Holy shit, I forgot about the grill!" I said with a laugh. "At this rate we'll burn up all the gas in one night."

"As long as this things still burnin', I don't mind," she said as she fondled my sticky, half deflated cock.

———————

That evening we lounged on the bed in the warm glow of the oil lamps, listening to the crickets and the bullfrogs, talking about life and love, music and movies, and whatever else grabbed our attention. After the bullfrogs took over the conversation for a while, Lee jumped in again.

"So tell me more about that art class," she said.

"Well you know Carol, and that awesome mural she painted for Lindsey's playroom," I said. "Erotic art's really her favorite thing to do, but it's tough to make a living at. She does a lot of other kinds of art to make money, and she gives classes on the side in her studio to students at the art school at the university. They're mostly regular art, but sometimes she does erotic classes and they're really popular. It's usually just a regular model in a provocative pose, sometimes a student from the class will go back and be a model the next time, stuff like that. Sometimes they masturbate. Anyway, it was always just a single model, but she always wanted to have a couple do it, so when she and Julia and I got tangled up sexually she encouraged us to do it. Julia's wild side was just beginning to come out, and she decided she wanted to try it, so of course I said I would. The first pose was a sixty-nine. I thought it would probably be kind of static, but Carol encourages movement, so the kids can learn to capture fleeting erotic moments. Anyway, the sixty-nine got pretty wild, and it went so well we all decided to do some full-on fuck poses. Actually, calling it posing isn't really true — we just fucked our brains out in like three different positions. It was really wild, I can't even begin to tell you what it felt like, being up there on a little stage with all those eyes trying to capture the essence of it all on paper."

"Wow," Lee said. "I'm all tingly just thinking about it."

"I know, so am I," I said. "It was awesome. That's where we met Chloe. She's a student that insisted Julia and I call her. She's pretty awesome too."

"Christ, you got more women than you can shake a stick at, don't ya," Lee said.

"There's a guy that was there too, another student named Bobby. He and Chloe hooked up, and he's been to some of Julia's parties. He's got — I kid you not — a ten inch cock."

"Fuck!" Lee said, her eyes getting huge. "And I though you were mister monster cock."

"Carol just loves that thing," I said, smiling.

"So whaddya do, just take off your clothes in front of them all and start having sex?" she asked. "I don't know if I could do that."

"Well, it's all set up nice. There's a bed that's got nice soft lights on it, and music and wine. We wore robes and mingled with the kids beforehand — Carol thought it would help us see how serious they were about their work. It was good. Don't get me wrong, our hearts were pounding like crazy when we slipped off our robes, but it was excitement more than fear. It was unbelievably exciting. And starting with a sixty-nine, it was easy to relax into it — within a minute or two we weren't thinking about anything else but each other."

"Wow," she said. "Wild. Did you get to see the artwork they did?"

"Oh yeah," I said. "It was awesome! They were all charcoal drawings, but all completely different. They just blew our minds, all of them. And Carol did one of the two of us beforehand as a gift. Julia's got it and had it framed. Last time I was there she had it hanging in her living room!" I laughed. "If you're thinking of doing it, I'm sure she'd do one for you. It's a pretty valuable gift really — her artwork isn't cheap."

There was silence again, and the bullfrogs took over the conversation while I let Lee mull things over in her mind.

"I'm sure she'd love to have you model on your own too if you want," I said. "You could do like a classic nude pose just to get used to it all, or like I said, they do masturbating poses for the erotic class. You could make yourself cum while six or eight people watch. That'd be hot, right?"

"Fuck!" she said as she trembled a little. "I just about came when you said that. You're a bad influence Mister Mills." She snuggled up even closer to me. "It's crazy that I'm even thinking about this. I'm an R.N. at the hospital for God's sake. What if one of them came in there and recognized me?"

"Carol made a nice speech at the beginning and again before they left, about discretion and not even telling their peers what went on there," I said. "They all seemed really cool and professional. I don't think she's ever had a problem, because the kids don't want to mess up what she does there."

"You should be a salesman, you'd make a fortune," she said as she rolled on top of me. "Now shut up and fuck me."

We fucked nice and slow, and Lee had her eyes closed, which was unusual for her. I'm pretty sure I know what she was imagining.

———————

A train rumbling by woke us the next morning. We had heard a few during the night, but it was a surprisingly restful night.

"Pleasant dreams?" I said, and she rolled against me and rested a leg on my crotch.

"Mmm," she murmured, and smiled. "I love sleeping on a boat. And you filled my head with so much deviant behavior, how could I not have pleasant dreams?"

"So, should we keep going today, or head back to town and have Carol set something up?" I said.

"Stop with that!" she said and she pinched me. "I'm not cut out for that kind of thing." She looked a little disappointed in herself for saying it.

"I think you're selling yourself short, but that's okay sweetie," I said. "I'll drop it."

She looked even more disappointed at that.

"Pancakes for breakfast?" I asked.

After the last maple syrup drenched pancake was consumed Lee sat back and smiled.

"Holy shit that was good!" she said, and she looked me square in the eye. I could see her thinking, and the silence was deafening. "You got Carol's number?" She said, and her eyes flared briefly with excitement.

"I do," I said. "What should I tell her?"

"I don't know," she said, sounding a little nervous. "Just see what's what."

I made the call, and Lee had so much nervous excitement she couldn't even stay and listen. She paced around on deck waiting for me.

"Tomorrow evening sweetie," I said as I walked on deck, and Lee looked shocked. "She's thrilled, and she's gonna post a notice right now. You can do as much or as little as you like — go full out with me or just do a simple static nude pose. No need to decide 'till we get there."

"Okay," she said quietly, still seemingly in shock. "Is it . . . is it okay if nobody knows about this but you?"

"Sure baby, whatever you want," I said. "It's gonna be a blast, trust me."

We hauled up the big anchor and turned back towards home.

"I'm gonna call one of the marinas in town and reserve a berth," I said. "That way nobody'll know we're back. We can get a taxi up to Carol's place."

———————

"Hey you guys!" Carol said as we walked up her steps the next afternoon. She hugged us both. "So good to see you both. Most of the students are home for the summer, but the class filled up in two hours."

"Great!" I said. "Anybody I know?"

"No, I don't think so," Carol said, "but they've all been here before, and I trust them with something like this."

"Lee's pretty nervous," I said. "She may want to ease into all this with a simple static pose or something."

"That's fine honey," Carol said. "Just having a couple pose in any fashion is great for the class. It's totally up to you guys what you want to do. So, Steve said you might like to have one of my drawings in exchange for your time here?"

"Oh I'd love it!" Lee said, finally putting some of her nervousness behind her.

"Great, lets get started," Carol said. "Then we can grab a pizza before the kids get here."

"Hey, this is different," I said as we walked into the studio.

"Yeah, I moved a few things around," Carol said. "It gives more room for the bed, and I can light it better now."

Carol had things all set up, with six drawing stations for the students and the bed up on a bigger platform, draped with an earthy looking sheet. She walked around switching on the stage lighting, and switched on the music.

"There's more room up there now," she said, "so you can stand next to the bed, and have more access if you need it." She winked at me, and Lee smiled nervously. "So Lee, this one's for you honey. What kind of pose do you want?"

"Oh God, I don't know . . . I'd like to see a lot of Steve," she giggled. "That beautiful ass of his, and the muscles on his back."

"I just had a vision when you said that," Carol said. "Get out of those clothes and we'll try something."

Lee and I stripped. She seemed nervous, but she had been in an orgy with Carol at Lindsey's, so I think it was the anticipation of the students coming later that had her wound up a little. We sat on the bed and Carol adjusted the lights to a nice mellow glow with some nice shadowy definition on Lee's petite curves.

"You've got a great body girl," Carol said to Lee. "That ass is just to die for."

After she got the lights set she posed Lee, on her knees at the end of the bed, with her body upright and her shins hanging off.

"Is she the right height for you to fuck her like that baby?" Carol asked me. "She can bend over to let you in, but just try standing there behind her first so we can see what it'll look like . . . Yeah, that's it, now put one arm around her waist, and your other hand on her chest, sort of cupped under her tit, so I can see it . . . Nice! You'll be able to fuck her like that, right?"

"You bet," I said. "You must be psychic or something, 'cause she likes it like this."

"Every girl likes it like that baby," she said, "when they're lucky enough to have a big cock to play with. So what do you think Lee? You like this pose, or do you want to try something different?"

"I love it!" she said, breathing hard already.

Carol pulled her big easel a few feet across the floor to get the angle she wanted.

"Okay you horny bastards," Carol said. "Commence fucking. Nice and slow to begin with, and try and hold off the orgasms if you can. But be natural. Make noise, have fun."

Lee lowered her upper body and arched her back to give her sweet pussy to me. She was very wet and ready, and I pushed into her. She moaned deeply, and it was easy to see the excitement had her in a heightened state. When I was in deep she raised up and I wrapped my arms around her as Carol wanted.

"Holy shit!" she whimpered, nearly cumming on the spot. "Holding off an orgasm might not be possible," she said.

"That's okay sweetie," Carol said. "Just tell us about it so I'm ready. I'm sure you'll have another one anyway," she giggled. "Turn your head towards me . . . not all the way, just . . . yeah, right about there. That's sort of where I want you. You can move, but just sort of use that as a home base for your head position. And Steve, look right at her face, wherever it happens to be."

I started slowly thrusting up into Lee, and her body was alive like I've rarely seen it.

"Beautiful guys," Carol said, frantically sketching away. "Lots of nice movement there. Steve, let me see that nice tit a little more."

"Oh fuck!" Lee whimpered. "I'm gonna cum!"

"So me your face sweetie," Carol said, and Lee assumed the position as a grinding orgasm ripped through her.

"Nice!" Carol said, completely absorbed in her work, and I kept up a slow thrust into Lee's bliss filled body.

"Oh God!" she said quietly. "That was one of the more amazing things I've ever felt."

"Better than when the Amtrak train went by" I asked.

"Ooo!" Carol said. "I wanna hear that story when I'm done!"

"Let's just say it's been a weekend to remember," Lee said, giggling a little.

"We're just gettin' started baby," I said, picking up the intensity of my thrusts.

"Oh shit!" Lee gasped, and she looked back at me with a wild fire in her eyes.

"Take a little break, and then we'll go for orgasm number two to finish things off, all right?" Carol said.

We sat on the bed and let our bodies calm down, wandered into the kitchen and I poured us some wine as Carol worked, and then we browsed through the other end of her studio looking at the artwork on the walls.

"Any time you're ready guys," Carol said, still working at the easel.

"Last time Julia let me get him hard again," Carol said to Lee with a sly smile. "It's up to you though."

Lee beckoned her to the bed with her index finger and a smile. "Do you do this when your students are here?" she asked Carol.

"Ha! No, I try and remain neutral," Carol said as she gobbled me into her warm mouth. "Okay, you're ready," she said with a big smile when I was rock hard again, wiping her mouth with the back of her hand.

Lee and I resumed our pose and Carol was still smiling as she started working again. "No holding back this time guys, I'm ready for fireworks whenever you are."

I gave it to Lee hard, and she just about levitated off the springy bed. She screamed and shrieked and came hard again, and I exploded deep inside her.

"Perfect!" Carol said. "You guys are awesome! Steve, you wanna call for a pizza while I finish this up?"

Lee giggled at how businesslike it was. I was still inside her, and she and I were both gasping for breath, and Carol had already recruited me for Pizza duty. I had to laugh too.

The charcoal drawing Carol did was flat out amazing, as I expected. Lee was blown away, and couldn't stop looking at it.

"So, whaddya think honey," Carol asked Lee as we ate pizza, "You wanna do a simple pose with the class, or something more. It's totally up to you."

"Well I wanna do something more," Lee said, "but I'm kinda terrified."

"I've never done it, so I can't give you any personal experience," Carol said, "but Julia, even with all the wild sex she's had since, she still says it was the most exciting experience she's ever had. That's the end of my sales pitch — I don't want you to feel pressured. I tell you what, let's play it this way — you guys'll meet everybody, and you can judge the excitement level and how you're feeling, and if it's too overwhelming we'll do a nice hand-job pose, with you sitting next to each other, leaning back against the wall, your legs sort of intertwined. If you get out there and you feel like showing off what you got, well do something harder — sixty-nine is a good way to start I think, and it looks great on paper."

"Okay," Lee said. "If we do the hand-job can I sit so I'm not directly facing everybody?"

"Sure honey," Carol said. "That's one reason I picked a sixty-nine for Julia and Steve to start with, because you feel a little more enclosed in your own little world."

"Yeah, I can see that I guess," Lee said. "Except my ass . . . and the rest of me . . . wow, it's like wide open in that position, isn't it?"

"That's one of the sweetest asses I've ever seen honey," Carol said. "I'd be proud of it if I were you. Plus, Steve's head'll be in there munchin' on it, so it won't be too wide open.

"Oh my God!" Lee said with big eyes and a nervous smile.

Carol filled her in on how long we'd be going, and told her that the second session could be more of the same, for the students to polish up their drawings, or we could go free-form if we wanted. Lee's eyes got big again thinking of the possibilities. Carol offered us her shower, and we cleaned up and lounged on her front porch for an hour, talking about old times, and she got us up to date on Julia, who was away on a book signing trip.

The first students arrived on foot — Lee lived in the middle of a popular student housing area near the university — with large portfolio cases hung over their shoulders. We chatted on the porch until more arrived, and we all made our way into the studio. There was a nice buzz of excitement in the air, as I remembered from my session with Julia. There were four guys and two girls this time, just the opposite of last time, and I could tell Lee thought the guys were cute. I wasn't sure how that would affect her decision on how far to go with her posing. The girls were damn cute too. Lee and I went in the house, got into the robes Carol provided, and sat at the kitchen table waiting for Carol. Lee downed a whole glass of wine in two gulps. "Courage," she said as she set her empty glass down on the table. She looked deep into me and her nordic blue eyes sparkled. "Crazy orgy man," she said, and a delicious smile lit up her face. I wasn't sure what the best way to encourage her was, so I just told her the truth.