Andy Decides to Become a Model Pt. 03

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 3rd is a series of a 4-part story about a mature man starting to model for an artist, leading to other fun sexual activities. I hope you have had fun & enjoyed reading my stories. Nice or constructive comments are very much appreciated. I even will give you a hint of the cliff hanger in this story but not all of it. I also am planning a separate story tied into this story.

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 own 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.

Kathy & Andy head back up to her Master Suite after a nice dinner, they lay together and start actually making gentle love to each other. Gentle kisses, tongues touching, hands exploring each other's body. Kathy is wet again and decides to take over the lovemaking so she has Andy lay on his back and mounts him. Going up & down, slowly very slowly, on his 6.5 inches of erect penis like she is on a merry go-round horse. Andy extends his hands, reaching out to her breasts, starting to feel them, like it was his first time exploring a female's tit. As Kathy rides Andy slowing -- building him up and herself towards a climax, Andy continues to squeeze her breasts, now wetting his fingers on each hand and taking her long nipples into his fingers, pulling on them like he is milking a cow.

Kathy's juices are flowing, making it easier for her to slide up and down Andy's penis so she starts moving faster and riding Andy harder -- tightening her pussy muscles, Andy cums first pumping his cum into her, with his cum in her, Kathy is turned on more and more, she starts to ride Andy, even harder, almost hurting him as she starts her own orgasm. After Kathy cums, she relaxes with Andy still in her, but feeling his penis starting to go down. After about 10 minutes of resting like this, Kathy goes into the en suite bathroom to wipe herself and then brings out a damp towel to wipe Andy up. The two lay together cuddling with Andy's penis by her ass, they both fall sound asleep, exhausted after the sexual encounters and work in the studio.

Kathy & Andy wake up in bed together, Andy's hand is covering her right breast. Kathy thanks him for a wonderful evening and great sex. Andy starts rubbing and tweaking her sensitive nipples, Kathy alerts him that he better be able to finish what he is about to start, Andy rolls over to start sucking on her nipples.

Andy's starts getting erect and Kathy reaches down to start moving her hand up and down his dick. Andy flips around, going into a 69 and starts licking the outer folds of Kathy's sweet pussy then Kathy take's Andy's cock into her mouth, sucking wildly. Even though Kathy cleaned them both up, they still each taste some of their combined juices from last night's lovemaking.

Both are breathing heavy, almost cumming together, when Kathy stops sucking on Andy and tells him to face her and jam his dick into her hard. Andy turns to Kathy and he starts to enter her gentle for the first couple of inches than under her spell he jams it in.

The two of them are going at it like wild animals in the woods. Andy lifting her legs over his shoulders for better penetration, taking some of her pussy juice on his finger and inserting into her ass. In/out the finger past the knuckle, deeper into her asshole, pumping harder with his penis, Kathy can feel the limited hairs from his groin and finger in her ass, Andy is about to cum and Kathy's tightens her pussy muscles around his penis, as his own balls tighten up. Both building up a sweat they finally cum together. Large streams of pussy juice squirt from Kathy mixed with Andy's own pool of cum.

They cuddle for a few minutes and rest, as Andy starts to head towards Kathy's pussy, she pulls him back telling him not this time, as I am much to sensitive down there for you to touch me. Andy holds off as they continue to cuddle. After about a ½ hour Kathy goes to the bathroom to clean up, leaking their combined fluids down her leg as she makes her way to the en suite bathroom, she pees in the toilet. Andy decides, to take some Kleenex from the bedside table to wipe his dick off. Hearing Kathy in the shower, he goes into the bathroom to also take a piss then joins Kathy in the shower.

Toweling each other off they throw on robes and head downstairs for freshly made coffee and breakfast. Over Breakfast, Kathy explains some of the next phase of the project, being brief with details. When we go into the studio, please go back by the privacy screen and put on a new pair of one of the disposable plastic wrapped paper thong type underwear for men that are there on the table, the T-shirt and come back in wearing your robe. Perplexed, Andy gives Kathy a look, she smiles and tells him not to worry, he will enjoy the next portion of her art project.

Feeling funny now dressed as he is, since Kathy has seen him in all his glory and they have made love a few times, he sees Kathy over by her easels in an open robe, wearing a black disposable strapless bra and matching G-String panty, similar to what you would wear tanning and like she had on yesterday, when they started their session together.

Kathy has Andy stand by the chair telling him to remove his robe, Andy moves to the chair and stands there as Kathy takes 2 quick snapshots and starts drawing on her easel with a piece of blue charcoal. A couple of minutes later, Andy hears movement from behind, wanting to turn around to see who is approaching but Kathy yells out to him to please hold his pose. Standing in the room now, dressed in a similar robe as he & Kathy, is the young 18-year-old teen, wearing the same eye mask, as she had on in the wall pictures.

Andy feels very funny now, seeing this beauty live and in person, as he is dressed in minimal clothing and very much exposed. Kathy explains that this is Kerry and as you can tell Andy, I have used her in some of my photos and paintings, she is 18-years-old and this is the first time she is posing with a male model. Like I did for you yesterday, we are going to take this slowly for her as well. The client has demanded, that Kerry's eye mask must remain on throughout this project. Andy's third middle leg was starting to move under the paper thong type underwear and all he could think of was slow down there, go down please!

Kathy noticed Andy's excitement, even Kerry did under her eye mask, but Kathy kept things flowing and further explained, we are going to have Kerry stand next to you side by side, then you are going to put your arm around her shoulders then waist, when I tell you to. Kerry honey, please remove your robe, Kerry removes her robe and Andy notices that she is dressed just like Kathy, and Kerry shyly moves over towards and next to Andy. Kathy snaps some photos of the two, then starts drawing using black charcoal on another easel.

Stopping after 10 minutes of sketching, Kathy has Andy remove his shirt and Kerry remove her bra, Kathy tells Kerry that she will also be topless and removes her own bra covering. After seeing Kathy's breasts exposed, very slowly Kerry removes her bra, giving Andy a quick glimpse, before she shakes her head, so that her beautiful flowing red hair covers her 32 B breasts, as Kathy starts taking more pictures of this event, Kathy explains to Kerry that they previously discussed this and that she should be the professional model that she is and relax. Finally, she pulls her Red hair behind her head to exposes her teen tits. Andy notices her rosy pink areolas and longer nipples, as his now 6.5 inches starts to move out of it's paper covering.

Kathy tells Andy to place his right hand over Kerry's right breast and hold it. Andy is reluctant at first but follows Kathy's direction. Noticing Andy's erection popping through, she is laughing to herself, knowing what this session is all about and what is on the agenda for Andy & Kerry, Kathy starts to feel some wetness in her own pussy, watching this and thinking about what is coming up next. Kathy starts taking some photos and then goes to her easel to continue some more drawing.

Kathy decides that since the atmosphere is sexual that a break is necessary and that Kerry & Andy should relax and put there robes back on. Kathy does the same. Andy excuses himself and heads off to the bathroom. Trying to take a piss, with the girls still in the studio and a major hard-on, Andy decides to pull off a quick load and masturbates himself, cuming quickly thinking about touching Kerry's breast and what Kathy may have coming up next in this project. Andy is thinking boy did I luck out answering a want ad! Andy finally pisses then flushes the toilet and comes back into the studio with his penis back covered again by the paper thong.

Kerry runs off herself, for a quick bathroom break and Kathy passes a bottle of water to Andy asking him what he thinks of today's session. Andy just states UNBELIEVABLE, I never imagined I would be modeling for a beautiful woman with even a more beautiful teen girl. Kathy just states, wait the best is yet to CUM.

Kerry returns, grabbing a water from Kathy and stands next to Andy again. Everyone removes their robes and Kathy announces for this next phase, I need the both of you to remove your bottom covering. Again, shyly Kerry removes her G-string, as well Andy starts removing his own brief covering while Kathy starts to remove her own. Noticing Kerry's fine red hairs on her small landing strip, Andy is thinking, thank goodness I jerked myself off in the bathroom or I would be shooting from just looking at this nude teen beauty. Kathy explains to the both of them, that to keep this portion of the session flowing, I am going to have the Video camera filming and also take photos, then later, at another time I will start to draw and then paint using the photos and videos as my guide.

Based on this, you both will be happy to learn that this session will flow much easier and quicker. Kathy announces, that I need the two of you to face each other, hands on the other's shoulders and hold it. Both Andy & Kerry comply as Kathy starts snapping pictures. After a while Kathy announces, OK Kerry, I hope you are ready for this, as we discussed, when I told you about this project. Andy, I need you to cup both of Kerry's breasts, rubbing her nipples with your fingertips. Hesitant and slowly Andy moves his hands towards Kerry's teen perky breasts looking for confirmation from Kerry that it is ok, she shakes her head in a yes, Andy places his hands over both of her breasts then slowly rubs her long nipples. Kerry lets out a soft moan and Kathy knows this is turning both models on. Photos are snapped and after about 5 or so minutes of Andy rubbing her nipples, while massaging her lithe small breasts, Kerry is starting to get hornier, and feeling wetness forming between her own legs, Kathy tells them to please stop for the next part.

Kathy then poses Kerry sitting down in the chair next, with Andy standing directly behind her, with his hands on her shoulders and his 6.5-inch erection with pre-cum, going past her face, she is told by Kathy to turn her head sideways right where Andy's cock is. Kathy yells out hold that pose and starts to snap pictures. With Kerry's face and mouth almost touching his penis and after rubbing her tits/nipples, Andy starts leaking even more pre-cum.

Kathy notices this and explains to Kerry that the time has come, in her client's project, to learn how to give a man a proper blow job. Another video camera that was added for a different view, is started, as she explains to Kerry how to give Andy a proper blow job.

Being very nervous about giving her first BJ, Kerry looks towards Kathy for further direction while Andy stands there in amazement listening to Kathy, as a teacher to a student talking to Kerry as if he isn't in the same room.

Take your hands around his penis first to get the feel and go up and down a little, playing and touching his balls. Next, take his penis inside your mouth.

Wrap your lips around his penis like it's a Popsicle. Take one long stroke down, from the tip to his base. You will find a rhythm as you go along and listen to Andy's breathing. You can use your hands to help work your way into a comfortable flow.

Start humming and moaning so Andy knows you're into it, and I am sure it will feel great for him. If you're getting more wet from sucking him off, show him. Grab a fingertip of your pussy juice, show it to him, how wet you are from today's session with him and lift it to Andy's mouth so he can suck off your finger to taste your pussy juice.

Kathy continues teaching Kerry, then start alternating between sucking, swirling your tongue one way and then another, and flicking it lightly. Andy is so, so very happy he took a load earlier during the bathroom break. He is thinking for a first time, under Kathy's guidance, this girl knows what she is doing and making it so hard for him NOT TO CUM.

The idea is to bring him to the cusp of his orgasm, stop, take a short break before he cums, then bring him to the edge again. Then mix it up by using a mouth + hand combination to rhythmically stroke in and out. Andy starts to breath very heavy signaling to both Kerry & Kathy that he has held his load long enough while this 18-year old beauty sucks him off for about 10 plus minutes. All of sudden, Kathy notices that on her own, without any direction from her, that Kerry is trying to slowly, inch by inch, deep throat Andy's 6.5 inches.

Kerry starts choking & coughing, losing Andy's penis from her mouth, but seeing Andy is about to shoot and catching back her normal breathing again, takes Andy's penis back into her mouth to finish him off. Kathy tells Kerry to get ready to swallow her first load from a man and be ready, to get it all, but if you don't, that is also ok. Andy blows like never before, he thought having sex with Kathy was some of the best orgasms & loads but having Kerry blow him, he came & came and Kerry started coughing again releasing his cock from her small mouth with his cum starting to drip down the sides of her mouth.

After a minute of two, Andy gently lifts Kerry off the chair and then sits down pulling her onto his lap, his penis slides between her legs, almost going into her pussy, feeling her wetness, he starts to kiss her, tasting his own fresh cum.

Stopping taking pictures about 3 minutes or so ago, Kathy is sitting in a chair by her easel and masturbating herself with a large paint brush then starts cumming on her own, watching as Andy and Kerry enjoy each other's kisses with tongues moving exploring each other's mouth with Andy moving his mouth to start nipping on her elongated nipples while squeezing her small and firm breasts with rosy pink areolas. The room smells from sweat and sex. Andy even starts rubbing Kerry's small nub of a clit, continuing to feeling her wetness.

Kathy notices how Andy is now sitting and also that he is trying to go too far, at this time with Kerry, and yells out everyone please stop to take a break. Kathy asking both of them to head to the large shower in the master bedroom to clean up, relax, recharge, at 45 years old Kerry, as Andy needs to recharge his batteries, and us gals need to calm down, before the next photo and video session, even Kathy was so turned on, that she couldn't take anymore photos and was glad she had two video cameras filming this life changing event for Kerry, her 18-year old daughter.

Andy helps Kerry stand up and then goes over to kiss and hug Kathy, she jumps as his penis touches are very wet & sensitive pussy. All three of them, very sexual charged head upstairs to Kathy's large shower. Kerry's eye mask remaining on throughout all this time with her changing quickly to a scuba type mask covering her nose and eyes looking funny as she heads into the shower. Hands go everywhere in the shower, as they gently wash & soap each other, making sure to clean each other's nooks. They all came out of the shower, toweling each other off, Kathy dries Andy, Andy dries Kathy while Kathy dries Kerry, making sure her legs, ass, breasts and pussy are all dried off.

By now it is getting late and Kathy tells Andy & Kerry to meet her in the kitchen, all of them staying nude at this time, Kerry switched back to her other mask, (Andy has yet to see this beauty's full face, wondering why the mask). Kathy had previously put out waters, soda, pre-made sandwiches and some food plates so everyone can re-charge. Kathy has big plans for the next Photo and video shoot.

Kathy left Kerry & Andy to clean up from their late lunch, putting the dishes in the sink, food back in the fridge with little small talk between Andy & Kerry, other than Andy asking if Kerry is ok with how things are progressing. Kerry tells him so far; she is enjoying posing and the limited sex between them. They were both told by Kathy, prior to her departure, to come back into a separate room off the kitchen, un-beknown to Andy, Kerry lives in the same house with her mom and slowly leads Andy into this new room, where the lights are on but slightly dimmed, three video cameras are set up around a massage table covered in a sheet with some pillows, with a fourth camera set-up above the larger than normal table.

Kathy explains, that since Andy has given her some great sensuous massages to her, that the next part, as discussed with her client, is that Andy will give Kerry, as a thank you for the fantastic blow job, a sensuous massage. Massage oils and lotions are on the large massage table for Andy to use.

Andy helps Kerry move onto the double wide massage table, and has her lie on her front first resting her head on one of the pillows in the middle of the table.

Well folks, I hope you have enjoyed this part of the story. I decided to end the 3rd part, at this point of the story, as I am working on the middle to end this story. I have the beginning and the end, and if you have written stories, I am sure you are aware that parts of the end will be re-written as I type.

I am hoping you the reader will want more.