Art Model Ch. 02

To my great surprise, James replied, "You will make them special."

I could feel myself blush as the degree of the compliment set in. I wondered if he even understood how perfect a statement that was.

I was silent for a moment, and then said, "That is an unbelievably nice thing to say. Thank you. That makes it all worth it."

He had deeply touched me. I felt suddenly very emotional, which is odd for me.

He stood there silently, but without being obvious I noticed he was looking at my breasts. I had put on a black bra with minor push up. It did not take too much effort to have cleavage for me, but certainly this one did the job.

Thank goodness, that brought me back to ground. I could deal with a guy checking me out, even under these circumstances. The reality was I could have easily had gotten fully dressed while we had discussed the photos with the poses, but it was a bit of a tease on my part and a bit of a hopefulness on his part.

I sat down without putting on my polo shirt. I had also brought a black tank top in my bag and I had decided to put it on instead. But as I sat on the bench I saw that James had a pretty good tent on the front of his shorts.

What is the matter with me? Should that be surprising? Here we have a young guy probably not that experienced with girls based on his shyness and appearance. He just came off that way to me. He had been looking at me nude for both sessions, maybe having fantasies about the 'nude model.' It was possible he had even developed a crush. And to be honest, I had to admit I had enjoyed the exhibition. Even more honestly, I had to admit I enjoyed the effect I could have on men in general.

In some respects, it made it easier to know he had the same thoughts as every other guy. The art modeling was new to me, but dealing with guys was not.

I stood up, "So which pose should we start with next time?"

The answer was not really important and his response was not really memorable. Something about whatever Dr. Reynolds decided, which of course was true. He seemed to be more interested if we could continue on the painting pose afterward.

I said, "I don't mind, I am looking forward to seeing your work when you approve. But I will miss our 'private posing' a little too. Maybe others will want to stay too."

James seemed a little troubled by that thought and said, "Well, I enjoyed the after session too. I had not thought about whether others would want to join."

I said, "Don't worry about that, I am sure we will have our time too."

He looked up and I thought he was really a sweet kid, maybe naïve, but also very innocent.

I walked over to the bench and selected the black tank top and slipped it on. I packed up my duffle bag as he waited. He was standing in the doorway as I hit the light switch for the changing room. The main studio light was still on behind him.

I moved toward the door as he stood there still.

I said softly, "James, you are going to be seeing a lot more of me, but we need to go for now."

I moved close, "Time to go."

I moved past him and he followed. I asked him how he was getting home as it was late. He had walked so I offered to give him a ride. He turned out the rest of the lights and locked the studio door as we walked out together. I knew there was still a tension but I had not thought this through well enough to know what I wanted to do.

He said, "Make sure you have everything. I don't have the key, so when we walk out we can't go back in."

I thought I had everything, but it was a good idea to check as I had been distracted while packing up to go.

I said, "Good idea."

I walked back to the changing room and turned on the light. I looked around with my back to the door, hearing that James had followed. I went through my duffle bag checking and I then looked around the room.

When I was sure I had everything, I flicked out the light again and moved closer to the doorway where he was standing. I realized he was tense, hopeful too, but also shy. I knew it was up to me to get us out of there, but I was also enjoying the subtle flirting. It would have been interesting to know what he was thinking. My actions could have been considered to be teasing him somewhat, which was not my intention, maybe better described as sort of letting him enjoy the situation.

I could see his silhouette, but I bumped into him as I reached the door.

I said, "Oops, sorry".

He had raised his hands to catch me. His left hand was at my waist and his right hand held my arm toward the shoulder.

My hands were on his waist and I said, "I am going to need a crash helmet if we walk around in the dark like this."

He laughed, "Well, I actually think it was my fault. I should not have been blocking the doorway."

I replied, "No blood, no foul. We'll let you slide this time, but don't let it happen again or I'll make you stay late after class next time."

I playfully slapped him against the side of his waist.

He got the irony since it had been his idea to stay after class and I knew this 'punishment' was a treat. It was dark, but my eyes were adjusting and I could see he was smiling. But I also realized he had pulled his hands back.

I had already determined he was very smart from our earlier discussions, as well as talented.

But I noted the wit within his next comment, "If I get to stay after class next time for this, I'll have to figure out another way to knock you over."

I replied in kind, "I see I am going to have to reassess the concept of reward and punishment with you."

I shifted my feet just a little but the effect was his forearm brushed against the side of my breast. He immediately drew back his arm but his hand was still touching my waist.

He said, "Sorry."

His brief touch had given me goose bumps. It was a little awkward as we stood there. I moved my hand from the side of his waist so that my palm was flat on his upper stomach.

I patted him as I said, "Hey, relax. No big deal. We have been working in close quarters in a very unusual situation. I'll let you know if I there is a problem. You are a very polite person. I like that."

He smiled again and as we shifted, I felt his hand move just a little upward where his finger was lightly touching the underside of my breast. He had been subtle about it, so it could seem like it was by accident.

But I knew it was not an accident and when I pulled back he did not lower his hand as he had before. I caught the change in situation. He had taken a bit of initiative, but he had not been bold about it and I guessed he was being very alert for my reaction.

I still had my right hand palm flat against his stomach and my left hand rested on his upper arm where his hand was brushing against me. We had essentially been touching each other this way for only about 15 seconds after the first instance where I had bumped into him. It would have been easy to pull back from him but I did not and instead gave his arm a soft squeeze.

He was still slow and tentative and I knew he was looking for a reaction from me.

He must have paused for about 10 seconds and then I felt his arm pull back so that his hand was now touching the side of my breast where his wrist had been.

Probably both of our eyes had adjusted to the dark and we were looking at each other. It was at that moment he leaned down to kiss me. I did not pull away.

My whole body tingled as our lips met. It was clear to me he was not very experienced at any of this, but he was very tender and careful. As with everything else, he was being respectful. I felt the touch of his warm mouth and just tried to enjoy the moment. He was delicate with his mouth, still tentative.

Our mouths opened and our tongues met, still very gently. At that moment I felt his hand move over to cup my breast. Forgetting him for the moment, I was fully aware the two modeling sessions had made me very aroused. As he started to squeeze me, I felt extremely hot.

I pulled back my head to look at him, but he took that the wrong way. He sharply pulled his hand back as if I was stopping him.

I looked into his eyes and smiled at him. I pulled his hand back to my breast and said, "James, it's OK."

I leaned back toward him and we again kissed. Our kiss was a little hungrier this time, but still gentle. He was inexperienced but perceptive. His hand began softly squeezing my breast.

I let him explore me at his own pace now and it was not long before he had both hands on my breasts and I kept both hands on his upper arms.

I felt him get more confident and his right hand slid down where he lifted up the bottom of my tank top with his fingers. When I felt his touch on the bare skin of my waist, I felt a shiver run through me.

He paused again as if waiting to see if I would object. When I squeezed his arm and smiled, he smiled back and I felt his hand rise under my tank top now touching my skin directly.

I pushed him back a little without removing his hands. He lowered his right hand to the bottom of my tank top while he continued to cup my breast with his left hand. He started to lift up my top very slowly again watching for objection from me.

He saw I did not mind and he lifted the top over my bra.

I whispered, "Would you like me to take this off?"

He nodded and I pulled away enough where he helped me lift it over my head. I tossed it on the bench. Maybe it was a little late, but I thought about what I was doing. I thought about the age difference. While he was much younger than me, he was not 'too young'. I liked the artist personality, intelligent and quiet. I liked that he had been courteous and respectful and that he had been cautious about recognizing my limits. But I also knew this would not be looked upon well by others and I wanted to make sure he was discrete.

I stood before him wearing my shorts and bra. I moved back closer to him and his hands went to my waist and mine to his shoulders. I looked directly into his eyes and I was not smiling.

"James, we need to have an understanding. You cannot say anything about this to anyone. No bragging, no stories, nothing. Do you agree?"

He looked very hurt, "You did not have to say that. Of course I say anything."

He looked very sincere and I smiled, "I know, or I would not have allowed this, but I had to be sure."

He hugged me very closely, directly against him, and I returned the embrace. We just held each other for a minute. I let go first and pulled back a few inches.

I gave him a big smile after I felt his hand rise to squeeze my breasts. He had slipped the finger of his right hand under the cup of my right breast as I faced him. He took that as acceptance and soon he had put his hand under the cup to feel my breast directly.

My nipples had been hard since the very beginning and I again got goose bumps as he squeezed my breast. He was looking down intently when I reached up to pull his hand out. He looked up at me. As I turned my body around, he quickly understood and reached around to unhook my bra. He fumbled for a second before getting it undone. I reached up to hold it in place with my crossed arms and turned to face him.

He stood watching as I exposed my breasts to him. Obviously he had seen them before, but not in this context and I understood the changed dynamic. As he started to reach up, I playfully turned my back to him and crossed my arms to cover them again. He came up behind me and wrapped his arms together around my stomach, his chest pressed against my back. I leaned my head back against his shoulder and he kissed my cheek. His hands were moving all over my stomach but I had not removed my arms from covering my breasts, so he was blocked initially. He crossed his arms over mine and gave me a wonderful embrace just holding me against him for several seconds.

I relaxed and lowered my arms and his hands quickly reached up to cup both of my breasts from behind. It felt absolutely wonderful.

He was alternately massaging them or even playing with my nipples but he was very gentle about, maybe being even a little afraid of being too rough. I reached up at one point to cover his hands with my own and squeeze harder.

After that he also understood he could be more firm. As we stood against each other this way I had felt his hard dick against my butt. Of course he had been aroused by all of this and I was wet also.

I turned around to face him, "So, what do you think? Are they as nice as the other girls?"

This was a bit of a rhetorical question as I knew my natural 34C's had never failed to get compliments.

"Are you kidding, they are fantastic."

With that I lifted his hands up to squeeze them while I faced him. He was playing with them at his own pace. He had been looking down at them and I noticed at one point he moved a little farther back from me and bent his head and shoulders down a little closer.

I had expected this and knew what he wanted. I reached up and put my hand around his neck and pulled his head down.

His mouth went immediately to my nipple and he started to take a lot into his mouth and suck. This was perhaps the first time he had gotten a little to rough.

I whispered down, "Gently."

He got the message and then began sucking more softly. His hand reached up and was rubbing my other breast while he alternately licked and sucked my breast. I was really turned on by all of this and I rubbed my hand across his back over his t-shirt.

I left him alone to enjoy my breasts for a few minutes when I lifted his head up to mine. We kissed again briefly and then stood facing each other.

I said, "It's about time I was not the only topless person in the room James."

While speaking I had reached down and lifted up his t-shirt while he looked in my eyes. He had this look of confusion as I lifted it higher and ran my palm over his stomach and chest. He raised his arms and I got it over his head.

My eyes had adjusted, but the room was still dark and I could not really describe his body other than to say he was lean and on the skinny side. I could tell he had essentially no hair at all on his chest. I loved the smoothness.

We hugged again but it felt different as my bare breasts pressed directly against his bare chest.

When we drew back this time I looked directly into his eyes while I rubbed my hands against his chest. My left hand was laid flat against his chest and not moving. With my right hand, I traced my fingertips over his shoulder, neck and upper chest as he watched me. He had his hands loosely at his side.

My look into his eyes was intended to make him passive for the moment while he waited and watched.

I continued to trace little circles on his skin moving a little bit lower each time. He seemed to have goosebumps too while I did this.

I smiled and said, "Are you ticklish?"

He smiled and said, "A little. But I like it."

I smiled back and lowered my hand to his lower stomach and then to the side of his waist. He had on baggy blue shorts with no belt. His t shirt had hung over the top of them, but the waist band was loose in the style of the younger crowd. So when I felt around the belt line at his waist as I lowered my hand, I first felt the waistband of his underwear and the shorts were hanging a little lower.

I playfully pulled and snapped the band, not enough to hurt but good enough to make him laugh.

While that was exactly the response I expected, his expression changed suddenly when I put my fingers inside the band of his undies at his side but then gradually slid them around to the front. My fingers were only under the band to the first knuckle, but he shuddered for a moment.

"I think you are more than just a little ticklish James."

He gave a weak attempt at a smile as I did it again. I had been looking at his eyes the whole time of this, but now I looked down and saw he had a nice bulge going on down there.

I lowered both of my hands down and found the top button of his shorts and quickly unsnapped it. I came closer to him now and put both my hands on his chest. I lowered my right hand slowly down his stomach and then slipped my fingers under the waistband of his underwear and now loose shorts. As I lowered my fingers further, I soon found the hard head of his dick which was pointing straight up at me.

As I touched him, I felt him tense up. I kept my fingertips gently against the head, but I stopped moving them.

"Are you OK James?"

I was not at all surprised when he replied, "I can't believe this is happening."

I smiled and removed my hand from inside his shorts. I then lowered it over the outside of his shorts until I found his hard dick. I ran my hand up and down his length a couple of times and then looked up at him.

"Are you still OK?"

His response was to reach up and squeeze my breasts with a big smile on his face.

I looked down to find his zipper and his shorts quickly dropped down to the floor. I then lowered his boxers, having to pull them carefully over his hard dick. He stepped out of his shoes, shorts and underwear and was now standing completely nude in front of me. I reached down and began to stroke his dick. He closed his eyes and started to moan.

He was absolutely rock hard and I knew he would not hold out long. I leaned forward to give him a light kiss on the lips and then lowered my mouth to his neck and shoulder while I gently stroked him.

He seemed to figure out what was coming as I lowered my head further to kiss his chest. I lightly licked his nipple for a short time and then slowly moved down his stomach, sometimes kissing, sometimes licking.

I then knelt down in front of him, pulling his shorts and underwear under my knees for some padding against the hard floor. His dick was sticking straight out from his body.

James was not big, but not small either. I would say average length and thickness, maybe about 5 or 6 inches. He had very little pubic hair what was present was thin and soft.

I reached my hands around the back of his lower thighs as I then looked up at him. He was intently staring down at me.

I gave the tip of his dick a few light licks and then looked up and smiled at him.

He then smiled back, that same innocent look I had seen before.

I put my lips around the head and gave a small suck and then very slowly lowered my mouth. I was trying to go very slowly, pausing at maybe every half inch or so to gently suck him. I got maybe about 4 inches this way when I had to pause and relax my tongue and throat to avoid a gag reflex. When that had passed, I moved still farther down where I got to my limit. But really I had taken the entire length.

I paused again at this point and heard James moan and then I raised my head off. I then lowered back down and started to suck him more vigorously. I lifted my hands lightly up the back of his thighs and I felt him tense up from my semi-ticklish touch. When my hands reached his ass, I squeezed and pulled him closer to me.

I had tasted some pre-cum the second my tongue had first licked the head and he was now throbbing. I felt his hands move to my head, but he was not trying to pull me down harder, but gently push me away.

I heard him gasp, "Beth......"

I knew he was trying to tell me he was going to cum. But I kept sucking and holding his ass when I felt the first spurt. His cum tasted sweet instead of salty and I again heard him groan as I felt another shot in my mouth.

I was not sucking now, but I still had my lips and tongue over his cock as I enjoyed the taste of his cum. I gently lifted my head off and then started to lick the tip with my tongue while I stroked the shaft. Every now and then I would take the head into my mouth and suck off the little bits of cum still remaining.

James was just starting to relax as I swallowed his cum and then took his still hard dick back in my mouth.