Joanna Act 02

The room itself could best be described as stadium seating without the seats. There were about eight people to a row and each row was wide enough for each person to have a stand with paper on it and a stool for them to sit on. The next row was a feet up so they could get an unobstructed view of the stage. This meant that the last row was about 25 feet up from the stage which, though slightly raised, was still about even with the first row.

I watched as every head turned towards me as I entered the room. I figured I had a pretty good idea of what it was like to be a woman entering into a room full of guys dressed to impress because this kind of attention was overwhelming. I made eye contact with a few women in the class and it was clear what they were thinking by the look in their eyes and what was written on their faces. I silently thanked Joanna for getting me off earlier because I knew I'd be stiffening up already.

The instructor introduced Joanna as a returning model which made me curious but now wasn't the time to ask. The class was mostly female, I figured about 20 with a few guys sprinkled here and their all of whom were drinking in Joanna's body.

Then I noticed her. Sitting second row on the left I saw Michelle looking very amused at my naked state a short walk away. I then noticed Lisa who was dividing her attention between me and Joanna. I grinned at that and knew Lisa wasn't exclusively into girls.

The instructor introduced me as a new model and I got a few whistles mostly from the women in the crowd. However, one of those whistling was one of the guys which was really weird to me. Amy scolded the class which made me laugh and I waved to the crowd.

On stage was a mattress which I assumed we'd be using for the drawings. It was placed at a 45 degree angle so that it faced the right side of the crowd. I was right as Amy instructed me to lie down so that my feet faced the right side of the room. I rested my hands behind my head and waited for her to decide on Joanna's pose.

She instructed Joanna to lie next to me on my right side. She was then told to turn over and rest her head on my chest. I was amused as this was basically how I woke up this morning. I was told to smile then we were told to hold our positions. This left me very exposed to the crowd which was something that, to my surprise, didn't seem to bother me.

Amy addressed the crowd and told them they'd have the next 50 minutes to draw us. Periodically she would come by and tell us how much time we had left, but she spent the majority of the class circulating amongst her students. After awhile, the feeling of a crowd staring at me was something I was getting used to.

Although it wasn't the most pleasant experience holding this position for nearly an hour, the time went by faster than I expected. Amy finally told us we could move and I was relieved. She and I both stretched before sitting up. I wasn't quite sure what to do at this point and I looked to Joanna who only smiled and got up. I had expected her to head to the back room for our clothes but instead, she got up and went up to the first row to have a look at the drawings.

I decided to watch her for a little bit. I was surprised how comfortable she was naked in front of and around other people. I must confess I had no idea what she did for a living and now I really wanted to know. I also wanted to go talk to Michelle who was waving me over to her.

I went over and she had a big smile on her face. "So this is what you do when you're not working hmm?" she said teasing me. I laughed and said, "First time, but this was a lot more fun than I thought." "I see, I'll have to remember that," she said as she nudged me.

I looked over her and Lisa's drawings and was impressed. "You two are quite talented," looking over at Lisa who was checking me out and making no attempt to hide that fact. "You'll find the two of us are talented at lots of different things," she said as her eyes gaze swept down my body once again. I looked over at Michelle who just smiled. Second time today I couldn't help but ask, where the hell were these two a month ago?

I just shook my head and laughed, "You two are trouble." Lisa had a very serious look on her face when she said, "The kind of trouble you want." I stared back into those beautiful brown eyes and knew she was right. I had fantasized about fucking both of them and having Lisa be so direct about what she wanted... I wasn't surprised that I could feel my dick start to harden.

I laughed and said, "I better move on before you two stiffen me all the way up and I put an eye out." Michelle laughed at that but it was clear to me Lisa was thinking more along the lines of how she could help me get rid of my growing erection.

I moved on and made my way through the class. I caught several girls checking me out which was a huge ego boost for me; but few of the other girls were nearly as direct as Lisa. I was a few rows up at this point and looked down at her. She looked good and I was definitely interested.

I looked over at Joanna who was talking with two guys in the class. It was amusing to watch the guy she wasn't talking to check her out. One of them said something which she laughed at and responded by poking him. He made a grab for her but she darted out of his way basically into the other guy. She would have fallen over him but basically ended up sitting on the guys lap before he helped her up.

I was thinking if touching the opposite sex was ok then I'm going back down to Lisa. Unfortunately, Amy address the crowd just then telling the crowd to take their drawing to the front where she would collect them. She then thanked Joanna and I for modeling and the crowd gave us some applause.

Joanna met me at the bottom and asked me if I liked it. I told her I did and went to kiss her but she stopped me. She leaned in close and whispered, "Later." I could feel my dick twitch at that as I wanted to fuck her right here and now.

The class departed Amy asked us to wait for a moment. She went and got us two envelopes and thanked us once again for modeling. I opened mine and counted $100 bucks. Not only was this incredibly exhilarating but I'm getting paid, nice.

"So, are you two ok with the next one?" Amy asked mostly to me. Joanna immediately said she was and I must confess I had fun with this one so I agreed. "Great, I know you two will love the next one. See you Wednesday." We both smiled at her and started for our clothes before she stopped us. "Just so you know, the next session will involve the two of you in a sexual position." Joanna turned to me with a big smile and led me to our clothes.

We got dressed and headed out. I had thought about trying to fuck her then and there but she seemed strangely quiet. Part of me wondered if I had done something wrong but I was quickly proven wrong. The moment I got in my car she was all over me. She told me to head to my place and unzipped my jeans. She leaned over and gave me one of the best blow jobs of my life. It took all my concentration to stay focused on the road but we made. I filled her mouth with cum the moment we pulled in to my apartment complex.

We spent the rest of the night getting each other off. Joanna was up for anything I could think of and if modeling nude did this for her, I was in. I also couldn't believe how amazing it felt being naked in front of a crowd. I couldn't wait to find out how it felt to being inside her while they drew us.

The next day was an utter blur to me. I didn't see Joanna or even talk to her for that matter as I had given her a ride home early in the morning at around 4am so she would make her classes on time. I had two classes which I barely remembered and I worked that night as well. I'm sure it would have been memorable if Michelle and Lisa were there, but they weren't.

Wednesday

I couldn't wait until 3 o'clock. I spent the morning in nervous anticipation mostly watching the clock. I was completely unfocused at the gym and in my classes, the notes I took proved utterly worthless for the tests I took later on. When my class finally ended at 2:30 I practically ran over to the art building.

I had expected to see Joanna waiting for me again but she wasn't. I was really worried the class got canceled so I immediately went into the changing room. Amy was in there dressed again in a way that suggested she'd look really good with more flattering clothing and we greeting one another. "The class isn't canceled right?" She laughed and said, "Of course not."

I must have looked relieved as she laughed and asked, "You really enjoyed the last class didn't you?" I thought for a moment as to how to respond to that and said, "I must admit that I did. I never would have thought this is something I'd enjoy but I definitely do."

She nodded, "Well, if you enjoy this part, I might know of a few other places that would be interested in having the two of you model for them." I was amused at the idea that she considered this "modeling," but I only smiled in response.

"One thing I want to be sure that you understand though is, you're not here to get off." That made me lose my smile as she continued, "Obviously, the positions I have in mind, you will be inside her, but I don't want you two actually having sex if that makes any sense."

I looked at her with a confused expression so she continued, "Ok, let me try again. I'm going to put you two in a few positions to see which one I think looks the best. Three of them involve you inside of her and on of them you are not." I was thinking to myself that there didn't seem to be a downside to any of this.

She continued, "Now, there's the chance that at some point you could lose your erection so I might need either you or her to help you get it back." I was pretty doubtful about that being a possibility but she wasn't. "It usually happens and I've found that changing the position is generally a bad idea. So, to be blunt, I usually have the two models fuck until he's erect again."

I laughed at that, "So what's the downside again?" She looked at me with a completely serious expression, "Control. As I said, I need you to have an erection so if you lose it, I need you to stop and possibly stop her if she makes it clear that she doesn't want you to."

I understood her concerns now and one of my own occurred to me. "Ahh, I understand now. Basically, I've need to have an erection for about 50 minutes and if need be, she can help me get it back." She smiled and said, "Yep. You two can get rid of it after the class if you want, but not during it," which I laughed at.

She checked her watch and said, "You've got about 15 minutes or so before I need you out there so relax. I'll come and get you when it's time." I nodded to her and she pushed past the curtain separating the changing area from the larger room. I waited with nervous anticipation for those 15 minutes to pass. I must have checked my watch 20 times within the first 5 minutes. Then it occurred to me, Joanna wasn't here. I wondered if she had decided to back out but that seemed unlikely.

I waited the entire 15 minutes and still no Joanna. I wasn't quite sure what to do so I decided to take off my clothes and step into the classroom. I felt that same feeling of intense scrutiny though it wasn't as bad this time probably because not everyone was looking in my direction this time. Amy was talking to some of her students when I approached her.

She saw my look of concern and asked, "Is she still not here?" I shook my head no and she asked if I would call her. I nodded and retreated back to the changing room all the while being very aware of the attention I was getting. I stepped past the curtain and found my cell phone, looked up her name and called it.

"Hi Mike, is Elizabeth not there yet?" I was a bit confused by that question so I asked, "What?" Just then, the door to the hallway outside opened. I had expected to see Joanna walk through but it wasn't her. I looked her up and down as she did the same to me and didn't immediately recognize her. She was certainly stunning wearing tight jeans and tight red blouse that accented her figure and breasts perfectly. I looked into her beautiful brown eyes and it hit me, "Elizabeth?" I asked.

"You were expecting someone else?" she asked with a straight face that broke into a sexy little grin. "So she's there?" was the question from the cell phone I had almost forgotten I was talking into. "Uhh... Yeah, she just walked in." "Great!" she replied and went on to say, "Have fun today and I'm completely ok with anything you do with her." With, she hung up and left me standing there wondering what to do next.

It finally clicked, this was Elizabeth from the gym. "I'm sorry, I didn't recognize you with so many clothes on," I said trying to appear comfortable with this development even though I wasn't. "Well then, let me refresh your memory," she said and she slowly began taking off her clothes.

She began unbuttoning her blouse from the top button down. With the last button undone, she pulled open her blouse revealing a sexy black silk bra underneath. She reached behind her and, looking down for a moment before making eye contact once again, unhooked her bra letting her breasts spill out. I was definitely starting to stiffen up.

She kicked off her sandals and then slowly moved her hands down her stomach to her jeans. She unbuttoned them, then slowly rolled her hips as she pulled her jeans down, revealing a matching black silk thong that was see through, save for a small strip of fabric covering her pussy. She stepped out of her jeans and said, "Why don't you take these off for me."

I walked over to her and knelt down. I reached up with both of my thumbs and slowly pulled off what was a black silk thong and what was completely shaven pussy. "Joanna mentioned that I should be completely shaven for this."

I couldn't help but taste her, so with my right hand I reached up to the small of her back and slowly pulled her closer to me. She gave a soft moan as I began to explore her with my tongue. I heard her immediately start to breath deeper which gave me all the indication as to how well I was doing. She confirmed it a moment later by saying, "She's right, you are amazing with your tongue."

I looked up to give her a grin but when I did she grabbed the back of my head and pressed me back against her. I gave a muffled laugh in response but was only happy to keep going. "God, that feels so good," I heard her say as I kept eating her pussy.

I heard someone clear their throat and I shifted position to look behind me. "I hate to break this up but I do need you two out there," Amy said to both of us. She then looked at Elizabeth and asked, "I take it you're filling in for Joanna?" I stood up at this point and caught a mixed a reaction of disappointment and frustration from Elizabeth who answered, "Yep, I'm Elizabeth."

I turned to Amy whose gaze immediately went to erection which at this point was defying gravity. "Well, it looks like two are ready, so follow me." She led us out into the classroom when she introduced me and then Elizabeth. There we definitely an increase in whispers and I saw a few girls point in my direction most likely to point out my obvious state. I looked over at Elizabeth who didn't appear shy at all about being naked in front of a crowd. A part of me wondered how I kept running into these exhibitionists but I certainly wasn't going to complain. She went on to explain to the class that the two of us would be positioned in a few sexual positions until she saw what she was looking for. I noticed on stage there was the familiar mattress and well as what looked like a peach colored table that looked a little bit too high for me to bend her over.

By now Amy had walked up to the third row and was looking down at us. The class instead of being spread out across four rows was tightly packed in the first two. I wondered if that was their choice or hers but I didn't have long to think about it. "Ok, the first position I'd like the two of you in involves the table over there," she said pointing to the peach colored table. We both walked over to it and I tested it to see how sturdy it was.

"Elizabeth I'd like you to grip the edges of the table locking your elbows and bend forward to about a 45 degree angle." The table was about 3 feet wide so her arms were out a little bit wider than her body and from my vantage point, she looked incredibly inviting. "Ok Mike, step up and penetrate her." I still couldn't believe this was happening so I simply responded sarcastically, "Yes ma'am," which drew a short laugh from the crowd.

The room became utterly silent as I stepped closer to her. I grabbed a hold of her left hip and held my penis in my right. I rubbed it again her pussy for a moment before grabbing a easing myself inside her. She gave a soft moan as I entered her and since I didn't hear any instructions from Amy, I started fucking her.

Both of my hands now around her waist, I began a very slow pace. She didn't feel as good as Joanna but fucking her did feel good, especially in front of this crowd. I started to fantasize about cumming all over her face in front of the 20 to 25 people in the class. I smiled at how the few guys in here had to envy me with this gorgeous brunette bent over in front of me. "I love college," I said which caused the class to laugh pretty loudly, including Elizabeth.

"And now comes the part that you'll hate. I need you two to stop," I heard Amy say who was now on the left side of the class. I seriously considered ignoring her as this felt almost too good. But I also realized, this might cost me future gigs and if they were anything like this, I'm definitely looking forward to the next one. Elizabeth on the other hand was not thinking that way and protested, saying, "Does he have to?" Again the crowd's response was laughter and I thought I saw her cheeks blush but I couldn't really tell.

"Ok Mike, I need you to pull out just a little bit more... perfect." Amy continued, "Ok, now I need you to focus on the back of her head and look at her like you are going to fuck her until she's screaming your name in ecstasy." She had moved to the center of the room as she said that and I couldn't believe what I was hearing. I just shook my head and tried to give her that expression and was rewarded with a, "That's perfect, now don't move" from Amy.

She moved over to the right side of the room and said, "Ok Elizabeth, I'd like you to open your lips just a little bit...perfect. Now I'd like you to stare directly into my eyes very intently, great." "Ok you two, hold those expressions and positions as best you can. Class, start drawing."

I heard her walk down the stairs and then saw her come into my field of vision. She had a tape measure in hand and walked up next to us. I wasn't certain what she was doing but it seemed like she was measuring my penis. "Ok," she whispered, "You're about three inches out of her." I wasn't sure why she was telling me this but she continued, "If you lose your erection, I'll let you and the class know." She continued, "I'll need you to start fucking her again until you're in the same state you are right now." I just could not believe this whole thing but dutifully held my position.

I couldn't understand how she thought I might lose my erection as I was pretty turned on not only from being naked in front of this class but also from fucking Elizabeth. So I settled in for what I figured was going to be a long and somewhat boring session.

Just like the last session she informed us as the time went by. At 10 minutes I was starting to get pretty bored. Last time was easy all I had to do was close my eyes but this expression and this position was starting to annoy me. Sure enough I heard Amy say, "Mike, if you would please?" I knew I was losing a bit of wood but I didn't think it was that noticeable.