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"Tara, this is Bill. Bill, this is Tara," Mel said as she closed the door.

Tara smiled up at me in an appraising kind of way, then stuck out her hand to shake.

"Nice to meet you," I said.

"Likewise," she replied. "Mel, you want me to just put this stuff anywhere?"

"Toss it on the futon," Mel told her. "And grab a beer."

"Okay, but I have to let you know, I have to be out of here by 6:30. I picked up a shift last minute."

"No problem T. We'll be done by 5:00 or so."

"Cool."

As the girls bantered back and forth, I just stood there sipping my beer, and felt a bit like a forgotten uncle.

But not for long.

Mel came over and stood next to me and said to Tara, "Put in the sun dress first, okay?"

Tara nodded, and to my surprise just stripped out of her clothes right there in the middle of the room. Elfin was definitely the way to describe her now naked body, with the exception of her breasts, which while small, weren't quite as small as you'd expect on someone so petite. Her skin was the pale pink of all redheads, and a small triangle of red just above her crotch was all that was left of her pubic hair.

Not surprisingly, being so suddenly in the presence of a naked woman, even a tiny woman like Tara, had an immediate effect, and I felt blood rerouting itself to my crotch.

By the time I'd begun worrying about what was happening between my legs, Tara was already pulling a flowery sun dress over her shoulders.

Mel was fussing with a backdrop on the other side of the room, so I set my now empty beer down and walked in her direction.

"Stand right here," she commanded. "Tara, you stand on his left."

Tara and I did as we were told and then the shooting began. Mel was very particular about how she wanted us to stand, to hold our heads, and to relate to the camera.

"First I want you to look over my head, at a place off in the distance," she said. "Look vague."

Apparently we were both good at vague, because Mel was saying things like "Good. Excellent. Nice," as she shot exposure after exposure. Some of the shots resulted in a flash, some didn't, so she was clearly testing various exposures.

This went on for a good ten minutes and before we took a break, I had really worked up a sweat under the lights. Plus, I was wearing a blazer, a tie, and a long sleeve shirt. Not exactly cool clothes.

"Okay guys, now I want you to give me the 'fuck you, I don't care what you think of our relationship' look, okay?"

Tara looked up at me for a second, then back at the camera, a scowl on her face now. I tried the same.

"Not enough Bill. You need to look at me like, 'Who the fuck are you to judge me?'"

I tried again, and apparently hit it right, because the stream of approving comments started again.

"Tara," Mel said after a bit, "Can you change into the second outfit now?"

Tara nodded, headed back toward the center of the room, and again whipped her clothes off, completely unselfconsciously. I tried not to stare at her ass, but it was a view worth drinking in. Of course, it caused things to start growing again after a brief hiatus, but so what. I was wearing pants.

This time the outfit was even more girly than before. Jeans, a girl band t-shirt, and a something to pull her hair back from her forehead.

We went through the same routine as before. First the faraway look, then the fuck you look. By the time round two was done, we'd probably been at it half an hour, so I was grateful when Mel called a break, got three more beers from the fridge, and showed me where the bathroom was.

When I emerged, Tara was already into a third outfit, this one more along the lines of Goth...all black with lots of makeup and studs.

We all chugged down our beers, then went back the shoot, which again followed the same pattern. I could tell Mel was happy, because she had a kind of shit-eating grin on her face pretty much the entire time.

"Okay, time for round two," she said at last.

Tara nodded, walked back to the center of the room, stripped out of her clothes once more, and then went the sink to wash her makeup off. While she did, just watched and admired the view, not caring that I was yet again getting a little hard. The view was good and I wasn't going to waste it. Plus, Mel was fussing with her equipment again.

"Okay guys, back over here," she said, motioning us back to the backdrop.

This time Tara hadn't bothered to put anything on. She and Mel must have already discussed how this was going to go.

"Bill, I want you to put your arm around her, first like she's your daughter and you're protecting her from the viewer, okay?"

I nodded and did as I was told. Tara snuggled up against me a little and we went through the change of facial expressions yet again. I was more than half hard at this point for reasons that are probably pretty obvious.

"Okay. Now I want you to drape your arm across her shoulder a bit more so that your hand hangs down to her breast. Yes, like that."

I was trying to do what she wanted, but it was pretty awkward. Even though I was so much larger than Tara, trying to get my hand down toward her breast just wasn't working. I was glad when Mel gave up on that pose, but only for a second.

"T. I want you to stand right in front of him. Bill, reach up under her arms and cup her breasts."

Yikes. That was more than simulated sex. I was foreplay, plain and simple. Tara didn't seem to care, though, because she stepped in front of me and raised her arms a bit to let me reach under them.

Her breasts were soft and firm at the same time. It had been forever since I'd felt breasts like that -- three decades at least -- and the result in my pants was immediate. And, about 30 seconds into that pose, she moved back against me so that her back was against my cock. If she had been taller, it would have been her ass, but given our height differential, my erection was hitting her somewhere mid-back.

Thanks Tara.

Mel shot a few more of those, then called another break. She offered us more beer, but I asked for water instead. I didn't want to get drunk on top of everything else. And I was starting to feel a little dehydrated, what with the heat and the lights.

This time, my cock only partially deflated during the break, which was a problem because Mel chose that moment to announce, "Okay guys, time for your sex scene."

Perfect.

Tara, being already naked, didn't need to prepare, so it was just me stripping while the girls chatted about someone they knew who had apparently just broken up with her girlfriend.

Once I got everything off, my cock hanging, but right on the edge of popping back up straight again, Mel motioned me to the floor.

"Right here, Bill. Lie on your back. T., straddle him like you're riding him."

Jeez.

Think about it for a second. There is no way for a naked woman to straddle a naked man without her pussy coming down right on top of his cock. For just a second I had the thought that this entire exercise was an elaborate set up to get me to have sex with Tara, but the constant stream of instructions coming from Mel and the way she was moving us around until we were positioned just so, was proof enough that this was still nothing more than a photo shoot.

The problem, of course, was that the lips of Tara's pussy were now spread across my cock, which lacked only about five seconds from being fully hard. And those lips were wet. Realizing that made my cock twitch under her, which made her jump just slightly.

"Sorry," was all I could think of to say.

"Don't worry about it," she said. "Feels kind of good."

That's not helping me Tara, I thought to myself.

"Stare into his eyes Tara. I want a look that says it's the best sex you ever had. That you don't give a shit that he's older than your father and that you're just a teenager. You love him. You love fucking him. He's your lover and everyone else can go fuck themselves."

Tara was definitely working herself up to just that sort of face, but was also starting to rock ever so slightly on my cock. Not the kind of motion you could detect unless it was your cock being rocked on, but I could feel it very distinctly, and it was making my cock twitch. Repeatedly.

"Bill. I want the same thing. You don't give a shit that society thinks this is wrong. She's the best lover you've ever had and you're going to spend the rest of your life with her. You love her and you love fucking her."

By now, Tara's rocking had become a bit more obvious. She was definitely getting into the moment.

"Bill. I want your hands on her breasts. Pinch her nipples. That's it. Tara, head back like you're going to cum. Yes. Perfect."

And all of a sudden, Tara's head came back down from it's "I'm coming" pose, a look of fierce intensity on her face, the kind a lover gives you when she's close to cumming.

"Fuck this," she muttered, then lifted up off my cock, reached back, took it in her hand, and impaled herself on it. All the way in one motion.

She was amazingly wet and soft and tight and, well, sexy. And she definitely was close to cumming, because her hands dropped to my chest and began to knead me as she rode up and down my shaft. Hard. Fucking me with abandon.

Mel might as well have been in Kalamazoo at that moment, because Tara and I had ceased to be models and were just lovers fucking each other hard there on the floor. As the pace of her strokes up and down my shaft picked up, I began to pinch her nipples again, which just made her pound down on me harder.

Both of us were groaning as our orgasms neared. Somewhere at the edge of my consciousness, I registered the flash continuing to go off, but not in a way that would distract me.

As I felt Tara's pussy begin to clench on my cock, I lifted her up off the floor and began to pound into her for all I was worth. She gasped, grabbed my hair, and held on for her life as I fucked us both right over the edge, spurting deep inside her as my cock pistoned in and out of her.

And then we were spent. The moment over.

I settled my self back flat on the floor and she collapsed onto my chest, our faces both turned to one side, both of us trying to catch our breath, sweat dripping from our bodies.

And I realized Mel was still shooting, squatted down just a few feet from us, her camera all I could see of her face.

No words of encouragement though.

After what must have been five minutes, Tara stirred, sat up, cupped my face in her hands, and said, "Thanks. That was great."

"You're welcome," I replied. "And you were fantastic. Thanks for taking the initiative."

She chuckled.

"Not really much choice. You were too hard to keep sitting on like that."

Which made me chuckle too.

"Don't worry," she said, as she climbed off of me at last. "I'm on the pill and don't have any STDs."

"Neither do I," I replied. "And I had a vasectomy ten years ago."

"So we're good then."

"Yes."

By that point, she was already standing and looking around the room. As I climbed to my feet as well, she grabbed one of the t-shirts she'd been wearing earlier and wiped it between her legs as though wiping off semen in front of other people was something she did all the time.

Kids these days.

I looked around for Mel and she was already at her computer, watching the images download, intent on what she was seeing.

Tara was putting on yet another outfit—this one seemed to be a waitress ensemble, so work clothes. That left me as the only naked person in sight, so I quickly grabbed my boxers and began dressing as well.

"Gotta run Mel. Thanks for asking me," Tara said as she gathered up the last of her stuff and headed toward the door.

"I'll call T. Thanks again," Mel said, still staring at the computer.

If I hadn't grown up in a family of artists, I would have been grossly insulted by the way I was being ignored.

Suddenly I felt a small hand on my arm.

"Bill. I meant what I said. We should try that again sometime when we aren't so rushed."

"Uh, sure Tara. I'd like that."

And with that, she left, leaving me alone with Mel, who I was pretty sure was completely unaware of my continued presence. So I finished dressing, and said my goodbyes as well.

"Bill! Wait," she said as I was almost at the door. "Thanks so much. That was really amazing. I know I got everything I wanted."

"You're welcome," was all I could think of to say.

"I'll call when I have something to show you, okay?"

"Sounds great."

And home I went.

-----

"Bill Sullivan, there you are."

"Hi Caroline. Punctual as always," I replied, which was a joke, because she was 30 minutes late, as always.

"Look how many people are here," she said. "This show is generating a lot of controversy you know."

"I know," I said. "Why do you think I'm hanging around out here instead of going in?"

"Well, dear. It's time for you to go in and show me your naked self."

Shrugging, I put my arm out, Caroline took it, and we walked into the opening night of Mel's senior show. Three and a half months it had taken her to get everything just the way she wanted. And a preliminary "sneak preview" for the campus newspaper had resulted in a much larger crowd than one would expect for a student show—easily 75 people already in the smallish gallery they'd assigned her to.

As Caroline and I walked down the wall of images, we saw the obese man and his lover, the middle aged couple and their children, and the soldier and his wife. All were printed quite large and mounted very, very professionally. And then there was Tara and her old man lover.

I had to admit, the images were amazing. Mel and I had gone over the ones she'd selected as finalists with a fine-toothed comb, finally settling on the three on the wall in front of me.

"Bill Sullivan, you dirty old man," Caroline purred. "I do believe you really had sex with that girl."

I shrugged.

"I'm not saying," I taunted her.

"Please God tell me she's of age."

"She's 20 Caroline. Scout's honor."

"Ha! I bet no Scout ever appeared nude in a picture like that."

"Probably not. But what makes you say I'm nude?"

It was true. In the final picture, shot from floor level, of Tara's face on my chest, both of us facing the camera, sweat pouring off of both of us, her naked breasts pressed against me, we both had a look of post-coital satisfaction. But you couldn't tell from the picture if I had pants on or not.

"I know the look of a man who has just had great sex," Caroline said. "And I especially remember that look on your face."

"I think you know me well enough by now to know I'll never tell."

"Fair enough Bill Sullivan. But if I'd known you'd get laid by a coed out of all this, I never would have asked you to sit for my class that day."

"And why not?" I asked.

"Because. Well. Oh, I don't know," she said. "You really are a dirty old man."

"Come on Caroline. Let me introduce you to my partner in crime. Tara's just walked in."

"Fine," she said. "But do not. I repeat, do not kiss her in front of me."

"No chance," I said, and led her through the crowd.

-----

"Bill," she asked, turning her face toward mine. "Do you want to take a shower with me?"

"I do," I said.

"Come on then," she replied, slipping out of the bed and stripping the sheets from my body.

"You turn on the water. I'll be right there Mel."

"Don't take too long old man," she said. "Showers can be fun."

I nodded and watched as she waltzed across my bedroom floor and into my bathroom.

Waltzed.

Who knew that watching Tara and I fuck on her floor that Sunday would convince Mel that she needed a 52 year-old lover?

But I was in no position to complain.

No position at all.

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19 Comments
shyspudshyspudalmost 4 years ago

excellent....truly!

RangeExpanderRangeExpanderalmost 5 years ago
Thinking with genitals and brains

What a good mix of being driven by brain on the one hand and cock and cunt on the other. I am not usually so attracted to the old/young mix but this one has class.

LoveMenLoveSexLoveMenLoveSexover 9 years ago
HA! Awesome!

A magically written story that immersed me totally in it and swept me right through. Characterisations were, as usual, just enough to like and know the characters but never got bogged down in too much detail. A wonderful story!

Scotsman69Scotsman69about 11 years ago
A delightful tale.

Many thanks.

DawnJDawnJabout 11 years ago
Reading this again...

...and I have to say, it's still hot! We older women already know older men can be damned fine, even when they go seeking satisfaction from younger women. :)

The telling is great, the action and dialogue realistic, and even if one is tempted to scratch Melissa's eyes out -- after all, she's just taken another one off the market! -- one has to concede that Bill might just be worth a chick fight! "chuckles"

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