Andy Decides to Become a Model Pt. 02

Note: Thanks to all the great authors on this site, I have been enjoying reading your stories and hope you are enjoying mine. The following story is fiction and does not describe any real person, location or situation in particular. All characters engaged in any sexual activity are at least eighteen. This submission is 2nd in a 3-part series about a mature man starting to model for an artist, leading to other fun sexual activities. Suggest you start with Part 1 first. This is my 2nd story so please be kind. I hope you have fun reading it. Nice or constructive comments are very much appreciated.

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Andy came back into the room, he didn't see Kathy so he went behind the screen to change. On the bench was a pair of satin blue men's shorts, Powder blue T-shirt, slippers and those spa paper blue funny thong underwear. Hanging up on the provided hooks was his robe. Andy undressed placing his shirt and pants on the hooks, underwear and socks in his pockets and proceeded to take the spa underwear out of its plastic wrapper as he tried to figure out how he was going to get it around his 6 inch cock 6.5 when erect. Andy figured out the thong then put on the running shorts and t-shirt finished then put on the robe. When he stepped back into the studio he was amazed how Kathy was dressed.

When Andy stepped back into the studio, Kathy was dressed in a short robe exactly the same as his. Kathy explained that to make Andy more comfortable as he poses turned to his full nudity that she would also remove the same object, so that when he is fully nude so is, she. Andy's jaw dropped after hearing this, and having concerns about now being nude in front of Kathy but also seeing her nude, getting a look at what appears to be her size 36C breasts and her pussy. What if I get an erection!

Kathy told Andy to relax and move over by the chair in front of the easel. She is going to go with some basic poses and asked him to take off the robe once he got situated. Andy moved over by the chair, still standing and removed the robe. Kathy went behind the easel, removed her robe and picked up the camera off the side table. Andy noticed that Kathy was dressed the same, running shorts, instead had on a Blue Paper Spa halter covering her breasts. He was not sure what was under the running shorts.

Kathy started snapping pictures of Andy standing next to the chair and started drawing some basic shapes onto the easel. After about 15 minutes, she had him remove his t-shirt and as he was pulling off his t-shirt, Kathy took off her the Blue Paper Spa halter exposing her beautiful breasts, brown areoles and long nipples. Andy kept thinking, calm down, their just breasts, I was married, am I grown man past puberty and I have seen many breasts before. He kept thinking this as he was standing there, as Kathy was taking additional photographs and going about drawing some more.

Andy stood there for about 35 minutes when Kathy announced break time and she put the robe back on covering her breasts. Andy relaxed and sat down on the chair. Kathy went to get something to drink and brought back a couple of cold beers for them. They chatted for a few minutes and Kathy told him that she was ready, if he was for the next session. Andy got up not really ready for what was next but he agreed to model, so he got back up and stood next to the chair.

Kathy removed her robe exposing her breasts once again to Andy and asked him to next remove the running shorts, as she started to peel off her running shorts, exposing the blue spa thong underwear that matched his.

Andy's 6-inch penis was starting to move, possible coming out from it's covering, under his funny thong underwear, seeing Kathy topless and in the same Thong Type underwear. Andy kept telling himself calm down, relax but everyone knows the third leg always has a mind of it's own.

Kathy didn't think twice about Andy getting a hard-on, seeing some of his tip popping out, and moved on as if nothing was happening. Andy you are doing great and I am capturing exactly what I need for this phase of the project. Kathy snapped like 25 pictures of Andy standing there, no shirt in underwear that had a small paper front, just covering his erection and balls with a white string up his ass and around the side to keep the underwear on.

Kathy went to a 2nd easel with a red chalk like material and started drawing some sketches while Andy just stood as still as possible while she drew him. Andy's erection finally went down while Kathy drew him in just the blue underwear and she let out a short laugh as she noticed his hardness slowly going down. Kathy finally announced time for a Bathroom and lunch break and she placed her robe back on advising Andy that he can do the same.

Over lunch they chatted about their lives and Kathy mentioned how are husband passed away at an early age of 35 from prostate cancer that wasn't caught in time. He was a stubborn guy and I kept telling him to see a doctor but he was just too busy in his career to take the time out and unfortunately, we paid for it with his death. Andy said he was sorry that it happened to her. Kathy thanked him and went on that prior to his cancer and since he earned very good money, he took out an insurance policy as soon as they were married which helped her purchase the house she was in now.

Lunch break was over and Kathy suggested they get back to the project. Dishes were cleaned, bathroom break and they walked back together into the studio. Kathy had Andy stand again next to the chair, got behind her easel, took off her robe and asked Andy, if he was ready to start posing in the nude. Andy took a couple of deep breaths for a few minutes and said yes. Please remove your underwear and I will do the same. Both Andy & Kathy stood there checking each other out in the nude, Andy noticing a small curly patch of brown hair covering her pussy and the great shape that she was still in at the age of 40 and Kathy checking out Andy noticing his roughly 6-inch penis now about 6.5 inches as it was growing erect with very little hair on his balls.

After a few minutes of each of them checking the other out, Kathy brought them out of their daze by snapping some pictures of Andy standing there, now at full erection, no getting around it now things popped seeing Kathy fully nude in all her glory and his glory.

Kathy went to a 3rd easel, using black charcoal to start drawing, as Kathy was drawing Andy and noticing his erect state, she started getting wet, as it has been couple of years since she has had sex with a man and taking notice of the pre-cum now starting to leak from Andy's penis she was licking her lips and of course drawing his pre-cum into her artwork.

Andy doesn't know how much longer he can stand there watching Kathy draw, knowing his was leaking pre-cum when all of a sudden Kathy comes over to him, sits down in the chair and grabs onto his now 6.5-inch erected cock with decent girth and starts giving Andy a blow job like he couldn't believe.

Andy reaches down and starts to play with Kathy's breasts, first the left then the right, pulling on her long nipples. Andy takes his left hand wets his fingers and starts rubbing first her left nipple, then the right. Kathy starts sucking deeper bringing in more of his cock, inch by inch until her head his touching his groin pumping, pumping & sucking him. Andy stops rubbing her breasts and tells Kathy he is about to cum, warning, warning POP. Kathy swallows all his cum leaving nothing left in him for now.

Kathy explains to Andy, I wanted to do that as soon as I saw the tip of your cock pop out of the blue undies you had on. Kathy then takes Andy's hand leading him upstairs to her large master bedroom.

Kathy lays down on her back-pulling Andy onto the bed. Andy stops her telling Kathy it has been a while since he has made love to a woman and can they go slow. Andy explains that he would like to first give her a massage to relax and give him time to recharge his battery. I not 18 you know! Kathy advises him that it has also been a couple of years since she has had sex with a man as well.

Kathy hands the bottle of Sweet Pineapple - Melon Herbal body lotion she keeps on her night table to Andy and he tells Kathy to turn over onto her stomach. Andy puts the lotion onto his hands, warms it up and starts rubbing the lotion first all over Kathy's body, taking his time as he explores her fine female body.

Andy adds some more lotion, as Kathy is moaning, he starts going a little deeper on the pressure sliding his hands to her ass cheeks. Once there, he starts moving around Kathy's lower half making sure to go in her crack , pokes the brown hole a little, then around her cheeks, down her legs to her feet. Meanwhile Kathy is oohing and moaning enjoying his movements. At her feet, Andy starts to rub and hit her pressure points - rubbing, pressure - ouch - then rubbing - ah - then pressure - ouch on both her feet, then slides his hands inside of thighs towards her now very wet pussy.

Andy just grazes the outside lips never going inside, teasing her and drawing out his massage. Sliding over her ass cheeks, poking her brown hole of her ass once again but with a little more push this time, Kathy gives out a loud moan, he goes inside her thighs, lightly touching her pussy lips pushing two fingers into her pussy, Kathy lifts her body up as he feels the wetness, continuing then to move up her back as he catches the side of her right breast then moving on her back to start on her left breast, as Kathy lifts herself up, giving him more access to her breasts so he starts kneading them with lotion as Kathy starts to moan some more.

Andy decides it is time to have her turn over and Kathy feeling the most relaxed and horny slowly turns over. Andy bends down to give her a deep kiss, they start kissing - sucking each other tongues into the others mouth.

Kathy pauses, breathing heavy, asks Andy if he is recharged yet and tells him if the answer is yes, then please, please start fucking my brains out. Andy slowing enters Kathy's tight and wet pussy giving it to her slowly at a time until he is balls deep into her and stops to make sure that she is ok with the feeling of his 6.5 inches of erect cock into her tight pussy.

Kathy thanks him for allowing her pussy to adjust to this feeling of having her pussy filled after couple years of nothing filling her hole. Andy and Kathy start building a rhythm, Andy sucking on Kathy's breasts and pulling - lightly biting her long nipples - first the right then the left then he starts building to his Orgasm and try's his hardest for Kathy to cum with him.

Kathy feeling Andy building towards his orgasm plus with Andy biting her nipples and sucking/playing with her breasts starts towards her own orgasm.

The two of them cum together, Andy' sperm filling her hole with load after load of white sperm, more than he ever thought possible, Kathy even squirting never doing that with her husband or her 2 other lovers, since her husband passed, together each screaming out thanks and ums and oh wow and oh wow as they enter a blissful peace together wallowing in each other's orgasm.

They lay together, cuddling - Kathy leaking cum down her leg - Andy tells her to hang on and the next thing you know Andy gets between her legs and starts licking her pussy and his cum. After a few minutes of him licking her cunt, sucking out his own cum, Kathy slowly closes her legs to prevent him from continuing this to her, as no one has ever gone down on her after cumming into her, not her husband or the two lovers she had prior to Andy.

Kathy states Andy you are a kind and gentle lover, however I am a little sore and sensitive down there, can you please come up here and kiss me, then let's shower, enjoy dinner downstairs in the nude and see what is next.