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Message-ID: <35099asstr$1012975808@assm.asstr-mirror.org>
From: Iconoclast <kreisthornNOSPAM@shaw.caNADA>
User-Agent: Xnews/4.11.09
NNTP-Posting-Date: Tue, 05 Feb 2002 19:24:29 PST
Subject: {ASSM} Studio Photography Class - Ch 01 (M/F, oral, exhib, voy)
Date: Wed,  6 Feb 2002 01:10:08 -0500
Path: assm.asstr-mirror.org!not-for-mail
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Newsgroups: alt.sex.stories.moderated,alt.sex.stories
Followup-To: alt.sex.stories.d

All the usual warnings apply: If you're too young, too old, too scared, 
too shy or just too too to read this, then don't. If the jurisdiction 
where you live prohibits works of erotica, then maybe you should work to 
get your legislators out of the grasp of the unenlightened, unless you 
prefer to live in a place where scenes of killing, torture and violence 
are deemed suitable for anyone, but nudity, sex and erotic fun are 
verboten for their graphic depiction of joy.

This work is copyright by Iconoclast. That's me. All rights reserved. 
That's lawyer talk. So I can say what you can and can't do with it. The 
power rush is incredible. So... you may download and archive this for 
your own personal use. That seems fair enough. This story may be 
presented on any site where it can be accessed entirely free, without the 
requirement of payment in any form, including any form of daily, monthly, 
annual or lifetime fee, an adult check, or any other way in which people 
get money from the reader. The story must be presented in its entirety, 
with attribution and email contact information attached. However, if you 
are a good looking woman the "payment" of a nude, preferably erotically 
charged, photo of you sent directly to me will probably cause all my 
thought processes to migrate from my head to my cock, in which case we 
can work out just about any reprint deal you want. That doesn't apply to 
scumbag scammers who send pictures of unknown naked women. If you guys 
(scumbag scammers) put my fully-protected copyright works on your sites, 
then I will not go to a lawyer. I know how to find you. I know people. 
'Nuff said. 

Enjoy. But whether you do or not, send me an email. Constructive 
criticism is welcome but if you want to engage in an attack or flame war, 
go right ahead. I'll consider it part of my karmic good deeds, helping 
others to better mental health. Send email to: kreisthornNOSPAM@shaw.ca 
Take out the NOSPAM and it might even get to me.






Studio Photography Class - Ch 01 (M/F, oral, exhib, voy)
By Iconoclast (kreisthornNOSPAM@shaw.ca)

A few years ago I finally did what I should have done a long time ago and 
got a divorce. For the first while after I left the house I was too numb 
to do much other than work and fix up a new life for myself. Fifteen 
years of marriage is a hard thing to easily give up, even when the 
marriage itself has become intolerable. When the divorce finally came 
through I was hit with anther blow when the court awarded my ex wife 
almost all of the assets and left me with all of the debts. I suppose 
that's what they mean by a fifty-fifty split.

So there I was in my early forties having to start all over financially 
and emotionally. It took me only a short time to disabuse myself of the 
notion of having a swinging bachelor lifestyle. With money in short 
supply and not feeling up to the dating game after so many years out of 
it, I found time heavy on my hands, and so I decided to do some of the 
things that I really enjoyed and work on making myself feel better. I 
started working out again to lose some of the middle age spread and after 
a few months I was looking and feeling better than I had in years. In 
addition I looked around for some classes I could take which were not 
related to my profession but which would be strictly for fun.

Ten years ago I had been very involved with photography and had taken 
several courses at a studio affiliated with a local college. Without even 
meaning to I had gotten about half the credits for a diploma in 
photography. I took every kind of course, architectural, studio, 
landscape, fashion and the figure, but my favorites were fashion and 
figure photography. That had ended with the demands of fatherhood and the 
disapproval of my ex. Now, with time on my hands and with the camera 
equipment being one of my few remaining assets, I decided to try 
photography again. 

After checking with the photography studio about the course schedule I 
decided to join a course in figure photography that was to start in a few 
weeks. Before the course started I spent a few evenings reading some of  
my old photography books and familiarizing myself again with the camera 
equipment. I have a very good camera which is perfect for studio work 
because it is completely manual and has a proper hot sync connection for 
studio strobe lights. I also have tripods and a very good flash setup as 
well as a couple of cheap studio lights. I fooled around with the 
equipment until I was satisfied that I could work it all without 
embarrassing myself too much. 


The First Session

The big day finally came and I went down to the studio to start the first 
session. The classes were to be held for eight Saturdays from ten in the 
morning until four in the afternoon. I brought along only my camera, 
lenses and tripod since the studio was fully equipped with studio strobes 
(high-intensity flash units), backdrops, etc. Eager to start, I arrived 
early and so had a chance to check out the other students as they 
arrived. It was a very mixed bag, with some younger students in their 
twenties and a couple of older men in their fifties or early sixties. 
Most of the students were men, but I was pleased to see that a few women 
had joined as well. Finally the instructor came in and the class was 
ready to begin. 

Barry, the instructor explained how the course would be structured. The 
first day would consist of teaching lighting and posing theory in the 
morning and then some practical demonstration with a model in the 
afternoon, during which the instructor would demonstrate lighting and 
posing techniques and then each of the students would get a chance to 
take pictures under the direct tutelage of the instructor, with the rest 
of the class watching the process. Subsequent sessions would be a morning 
session of instruction in various things such as finding models, styles 
of nude photography and markets for nude photographs, and then having a 
critique of students' work from the previous session. In the afternoons 
the class would break into groups of four and each group would use one of 
the three studios (there were twelve students in all) and photograph the 
model. Because of cost constraints there would be only one model, or 
sometimes two, and the groups in the studios without the model present 
would work on lighting setups or other things while waiting for their 
turn. In the studio with the model one of the group would take 
photographs while the other three students acted as assistants for 
lighting and other tasks. They would rotate until each student had acted 
as both photographer and assistant. The instructor would be there to give 
advice and generally be a resource person.

At this point the instructor asked each of the students to stand up and 
briefly give their name and why they were in the class. All twelve of us 
did so, and I particularly paid attention to the names and details of the 
four women in the class. Melanie, a pretty though slightly plump redhead 
who was 38 was taking the class for pleasure and for something to do. 
Chris, a 21 year old gorgeous brunette was doing this as part of the 
diploma course in photography and hoped to become a professional 
photographer. Sandra, who was 28, was another brunette, and she wanted to 
learn more about photography in general and had joined this class because 
it was the first one she found. Finally Jennifer, a 35 year old blonde 
stated that she loved photography and had taken a number of courses from 
this studio just for the joy of it, just as I had done years before. 

After the introductions, the instructor assigned us to our groups 
alphabetically, and I was overjoyed to find that I was in the same group 
as Chris and Jennifer. Not only were they both good looking women, they 
also had the talent and experience to make our sessions go very smoothly. 
Jim, the fourth member of our group was 33 years old and was taking the 
class strictly for enjoyment. Not a bad reason, but he had no experience 
and would not be able to contribute much to our group.

Barry, the instructor, gave a very good lecture on the basics of lighting 
and posing, and then we broke for lunch. Most of us went to a diner down 
the street from the studio and passed a pleasant hour talking about the 
class. I found out that Chris wanted to specialize in fashion photography 
when she got her diploma and that Jennifer had been divorced for two 
years and was, like me, trying to do things that pleased her. From some 
comments that Jim made it was obvious that he was here mainly to see 
naked women, and I wondered why he just didn't go to a strip bar, as that 
would be much cheaper.

When we got back to the studio after lunch Barry led us into the main 
studio and introduced the model, who was already sitting there on a stool 
dressed in a bathrobe. Allison was a gorgeous blonde with a great smile 
and a sparkling laugh. Barry explained that she was a university student 
who made extra money modeling, and that she was one of his favorite 
models because she was so pleasant to work with. When Barry asked her to 
stand up and take off her robe it turned out that she had a gorgeous 
figure to match her face. Perfect breasts, voluptuous hips and a well-
proportioned body that could make a dead man drool. Seeing her dark 
neatly trimmed pussy hair it was obvious that she was not a natural 
blonde, not that I really cared. All of the students in the class seemed 
to agree with my assessment of her looks, since to a man (and woman) they 
kept staring at her while Barry explained what he was going to do this 
afternoon.

Barry started posing her, carefully explaining how to alter the lighting 
to achieve different results and how different poses gave different 
effects depending on whether one wanted to photograph artistic nudes or 
cheesecake or emphasize sensuality. The men in the group particularly 
perked up during the display of the art of sensual photography. Allison 
was a very good model, and not at all shy. A few times she got into poses 
which caused her to spread her legs apart and show off her beautiful 
pussy, and she seemed to be getting as much fun out of it as the men 
watching. 

Then came the time for each of us to take pictures on our own, with Barry 
and a couple of the students acting as assistants to move lights and hold 
reflectors as necessary. I had a good session, not doing anything too 
creative but getting a few adequate pictures. Some of the students were 
obviously newcomers at this, but with Barry's help everyone managed to at 
least get their cameras and lights set up properly and get something on 
film. I was pleased to see that both Chris and Jennifer both did very 
workmanlike jobs when they took their turns. They both had the proper 
equipment and made some posing suggestions that turned out to be both 
artistic and erotic, which most of the men were reluctant to do in such 
an open setting. 

Jim was something else again. Although it had been noted in the course 
outline that all students should have a good camera with a flash sync 
attachment he pulled out a brand new fully automatic camera with no flash 
sync or any way to manually control the aperture or shutter speed. Since 
this wasn't going to work at all with the studio strobe lights, Barry had 
to loan him one of his own cameras. Since Jim didn't know how to work a 
manual camera Barry had to set it up for him, looking none too pleased. 
When Jim finally got started he snapped some quick shots and then asked 
Allison to sit down and spread her legs wide apart facing him. Barry 
quickly told Allison that she didn't have to do it if she didn't want to, 
and she politely declined. The rest of the set with Jim was fairly 
dismal, since Allison looked distinctly uncomfortable, and I had no doubt 
that the pictures would show that when it came time for a class review.

At the end of the session, just before we all went home, Barry left us 
with some instructions for the next class. First we were all to remember 
to bring our developed slides so the whole class could see and discuss 
them. Secondly, he told us that in order to get the most out of the 
course we should learn to work well with a model. To achieve that he 
wanted us all to take some nude pictures of ourselves, preferably taken 
by another person or alternatively using the camera's self timer. This 
was to let us know what it felt like from the model's point of view. If 
anyone felt uncomfortable being fully nude he would consider it 
acceptable to be as barely dressed as we each felt comfortable with. And 
he wanted us to bring those pictures in on the following week as well. 
Finally, he let us know that for the fifth session he wanted us to bring 
in nude photographs of someone other than ourselves or a professional 
model. This, he explained was part of the lesson in getting and finding 
models, and he would go into more on this in the morning of the following 
week's session. 

These homework assignments seemed to put a hush on the whole class, and 
as we left most of the group seemed deep in thought about what they would 
do for their assignments. I was so wrapped up in thinking about the nude 
self portrait that I didn't have a chance to catch Jennifer's eye. I had 
planned on asking her out for a coffee after the class, since she was a 
fine looking woman and the sight of Alison nude all afternoon had 
forcefully reminded me that it had been a long time since I had dated a 
woman, much less made love to one. But she was already gone by the time I 
woke from my reverie, and so I went home alone.


Homework Assignment 1

I spent the next few days wondering how I would do my self-photography 
assignment. I had no wife or girlfriend to be the photographer and no 
male friends whom I could really approach about doing it, so I was left 
with the self timer option. I was dissatisfied with this, since it 
wouldn't really give me the proper feel for the being a model if I ran 
from the camera to the focused spot and quickly assumed a pose. The 
matter of bringing in nude pictures of myself did not bother me. I am not 
body shy, and have gone almost exclusively to a local clothing optional 
beach for many years. And I was glad that, although I am no Greek god, I 
was in good enough shape now that I wouldn't be embarrassed by a 
billowing paunch and flabby flesh.

I had resigned myself to doing self takes, which I knew would not turn 
very well, when on Tuesday afternoon I received a call at the office from 
my classmate Jennifer. She told me that she had gotten my work number, 
after much persuasion, from Barry. She and Chris had gone out for a 
coffee after the class (and that could have been me!) and decided to take 
each other's photographs for the following week's session. They also 
agreed that it would be closer to reality if they also had a man 
involved, so Jennifer had finally gotten my number from Barry and was 
asking me to participate. I had to stifle the impulse to yell out Yes! 
Yes! Yes! And calmly said that I'd be glad to. After some verbal juggling 
we discovered that both Jennifer and I would do nude poses and Chris 
would agree only to bikini shots. Also, Jim would not be invited, both 
because he was an inept photographer and because of his lack of 
seriousness about the class. Another bonus for me, being with two 
attractive women and not having to deal with a group member to whom I had 
taken an increasing dislike. We agreed to get together on Wednesday night 
at seven o'clock at Jennifer's apartment, and after getting directions 
said goodbye.

Tuesday evening I spent a lot of time getting my equipment ready and 
packed and daydreaming about being alone with two women in various states 
of undress. I didn't get much work done the next day either, as I ran 
through various scenarios in my mind. I took off work early and rushed 
home to grab a light meal and prepare for the evening with a shower and 
shave. I arrived right on time at Jennifer's apartment, and after she 
buzzed me up I saw that Chris had already arrived. 

Jennifer and Chris were sitting on the couch having some wine and I 
gladly joined in when Jennifer offered me a glass too. We sat around 
talking for a while about the class and photography in general, but also 
about ourselves. It turned out that Jennifer was a systems administrator 
for a medium-sized company, while I was just starting out as an assistant 
administrator after changing careers. She was very happy in her job, but 
felt the need to express her creative side which was not fulfilled by the 
job. Chris was a student who still lived at home with her parents and was 
determined to make a career for herself in fashion photography. 

I'm sure all of us were feeling more than a bit nervous, and in 
particular the two women wanted to reassure themselves that I was serious 
about photography and not just some kind of sex maniac out for a quick 
thrill. After about half an hour Jennifer mentioned that both she and 
Chris had worn loose clothing (they both had on loose blouses and wrap 
around skirts) in order to avoid crease lines on the skin when it came 
time to take their pictures. She suggested that I might want to loosen my 
tight belt in order to avoid delay when it came time to take my picture. 
I was embarrassed that I had made such a rookie mistake but redeemed 
myself a little when I told her that I had brought a bathrobe along with 
me. I retrieved the bag that I had left in the hallway and Jennifer 
showed me the bedroom where I could change. Quickly doffing everything I 
put on the robe and came back out to the living room. 

Jennifer and Chris were busy setting up the lights, and I was impressed 
to see that Jennifer had three studio strobe lights with silver reflector 
umbrellas as well as a backdrop stand which allowed various backgrounds 
to be rolled down behind the model. She was obviously very much into 
photography. Although her living room was a bit small to be a real 
studio, she had everything needed to take really professional 
photographs. I started helping for a few minutes, although I felt 
uncomfortable being naked under my robe, and finally sat down in a chair 
to have another glass of wine. After about fifteen minutes or so all the 
equipment was ready.

"Since you're already undressed, would you mind being first?" asked 
Jennifer. 

"Not at all." I said, and quickly walked over to the backdrop and took 
off my robe in one quick movement and dropped it over a nearby chair.

It may be hard for some people to believe, but standing naked in front of 
two lovely women did not make me instantly hard. After many years of 
going to a nude beach I have found that nudity alone, whether of oneself 
or of others, does not arouse me. It is the situation and the eroticism 
which excites lust. And besides, I was feeling just a little bit small. 
Although my cock is a perfectly normal size when erect, it is just a wee 
thing when flaccid; so I tend not to believe that I am impressing anyone 
just by my sheer nude presence. Check out Michelangelo's statue of David 
or the painting of Adam in the Sistine Chapel ceiling to see what I mean. 
In any case there were no amazed gasps from Chris or Jennifer as I 
appeared before them in all my naked glory. They just looked over at me 
and continued their setup as before, but I thought (hoped?) that they did 
not find what they saw too displeasing. 

We had agreed earlier that if this worked out OK we might also use each 
other as the models for our second assignment, This was cheating a bit, 
since it wasn't like actually going out and finding someone new, but we 
had justified that by the fact that we were new to each other, and that 
none of us were too keen on just approaching a friend or relative or 
coworker to ask them if they could pretty please drop their clothes for 
us.

Jennifer was the first on the camera, with Chris acting as her assistant. 
First she had me do some standard poses, art school type stuff and not 
very creative but more than sufficient to start to get a picture of what 
it was like to be a model. After a number of these she changed the film 
and got a little more creative but also more playful. I was told to stand 
up on tiptoe, to balance on one leg and so on. I was just thankful that 
this was photography and not drawing, since I could barely hold some of 
the poses long enough for the shutter to snap. 

Then it was Chris' turn at the camera. It was interesting to see the 
different vision she had of the shoot. She had me pose like a male model, 
with sullen downcast looks and pouty lips. I think this would have worked 
better with clothes on, but I'm sure that the pictures could be a hit in 
a gay magazine. By the end of my modeling session I discovered that I was 
hardly thinking at all of the situation of being naked in front of two 
women but more concerned about achieving the exact pose requested. I also 
discovered that I had some suggestions for poses and movements which I 
thought might work better than the ones I had been told to do, and I 
resolved to make sure that when I was taking pictures of models that I 
would at least occasionally ask for their input.

Jennifer wanted to be next, so as I was putting on my clothes she walked 
up to the backdrop and took off her blouse and skirt. She was wearing 
nothing underneath and had a darn good figure. Nothing spectacular, but 
everything was in the right place and well toned. Her breasts were just 
the slightest bit droopy, but with pale pink areoles and nipples like 
those of a young girl. And those nipples were very perky. Not quite fully 
erect, but not soft and rounded either. I guessed that she was feeling at 
least a slight  bit of arousal from the situation, and I was glad that I 
already had my pants back on, since I too was starting to get aroused. I 
was a little surprised but very pleased that her neatly trimmed pussy 
hair was also blonde. I made sure I left my shirt hanging out over my 
pants so that I would have some cover if I should start to get obviously 
aroused, and I regretted that I had worn tight jeans instead of a nice 
loose pair of Dockers. 

Chris already had her camera in hand, so she was the first to take 
photos. Again, her interest in fashion showed through, and she had 
Jennifer do a lot of poses that had a fashion feel to them, even though 
Jennifer was completely naked. As the session progressed, Jennifer 
started to make suggestions to Chris about poses. After a while she moved 
away from the backdrop and started to move around the room, posing on the 
couch and on the floor. The poses started to get hotter and hotter as 
Jennifer lay on the couch striking a seductive pose and now and then 
opening her legs a bit and running a hand down the side of her torso down 
to her hips. At one point she moved both of her hands down and caressed 
the inside of her thighs. I could see that she was becoming aroused by 
the whole scene, since her nipples became harder and her pussy lips 
started to expand a little bit. I carefully kept my loose shirt hanging 
down in front of me, since I too was getting obviously aroused, and I 
didn't want my hard-on to make the women nervous, and especially not to 
make them giggle.

Finally Chris was finished and it was my turn to take photos of Jennifer. 
I started out with some fairly standard poses, but knowing the Jennifer 
was open to experiment and not very shy I soon moved on to some bolder 
shots. I had her move around freely in front of the backdrop and I took 
pictures when she got into a pose I liked. At one point she stood with 
her back to the camera with her legs spread wide, and a few wisps of 
blond pussy hair were visible coming down between her legs. I took a few 
good shots of this, loving the way her trim waist expanded into lush hips 
and ass and then moved down to well shaped legs. I just about lost it 
when she moved her hands down her legs until they grasped her ankles. 
Then still holding onto her ankles, she twisted her upper torso so that 
she was looking back towards me. Her swollen cunt lips were plainly 
visible, and her ass cheeks were spread wide enough to allow a perfect 
view of her cute little rear hole. The bottom and sides of her breasts 
formed a perfect picture, looking soft and touchable and utterly 
delightful, and the smile she wore made me almost as horny as the other 
charms she was displaying. 

I don't know how I managed to keep taking pictures, given how hot and 
bothered I was, but I managed to finish the rest of the modeling session 
with Jennifer without embarrassing myself too much. I was almost (but not 
really) relieved when it was over and Jennifer went into her bedroom to 
get dressed. Knowing that Chris was going to pose in a bikini all I could 
think of was going home to find some relief from my now-raging hard-on. 

When Jennifer returned from changing I was surprised to find that instead 
of getting dressed she had just put on a robe. The robe was a thin and 
translucent, and although the bold print made it hard to see through it 
was quite obvious that Jennifer was not wearing anything underneath. A 
couple of days ago I had really been looking forward to seeing Chris in a 
bikini, since she had a stunning body. Now, however, I was totally 
distracted by Jennifer walking and standing around in an outfit that 
created more sexual tension in me than even total nudity had done. 

Chris started taking off her clothes right in the living room, and it 
turned out that she had worn her bikini underneath her shirt and jeans. 
As she took off her clothes I almost groaned. Her body was everything it 
promised to be with her clothes on. Her tiny yellow bikini left almost 
nothing to the imagination. The top was cut very low, with firm breasts 
almost spilling out of the top. The bottom was almost a thong, with a 
small triangle of yellow material in front and another in the back, held 
up only by a narrow string of material that joined the two pieces. The 
sides of her ass were fully exposed, and even though she pulled down the 
back of the bikini so that it didn't completely disappear into the crack 
of her ass she exposed far more flesh than I had expected to see in a 
bikini shoot. Not even a wisp of hair was visible at the front of the 
bikini, and my imagination worked overtime trying to figure out what was 
hiding behind that thin strip of cloth. 

Despite the distraction of being in the same room as two near-naked women 
I gamely set up my camera and started to direct Jennifer in the lighting 
I wanted and Chris in some preliminary poses. As Jennifer moved around 
adjusting the equipment the top of her robe fell open a couple of times, 
further making it hard to keep my mind on photography. 

After Jennifer watched the first few shots being taken she suddenly said 
"Chris, this just doesn't seem to be working out at all. We're supposed 
to be taking nude photographs of ourselves, and you're just not getting 
the full impact of how it feels to be a nude model when you're still 
wearing clothes. Why don't you take off that bikini, or at least the top 
to start with? If it would make you feel more comfortable I'll take off 
my robe so that you don't feel like you're the only one exposed. And 
maybe Fred should do the same."

With that, she undid the tie holding her robe together and dropped it to 
the floor. My jaw dropped to the floor at the same time. I didn't know 
what to do. The situation was tremendously exciting and I wanted to strip 
off right then and there, but there was the little matter of the raging 
hard-on which I was trying to keep carefully concealed under my shirt. I 
wasn't quite sure how the other two would react to that, and I really 
didn't want to end this whole session on a sour note. 

Noticing my hesitation (I must have stood there for about thirty seconds 
with my mouth wide open and not moving a muscle except for the one that 
the two women couldn't see) Jennifer asked "Come on. We've both seen you 
nude before."  Then turning to Chris she asked "What do you think? Are 
you ready to drop that bikini if Fred gets naked?" 

Chris, who had not moved since the start of this little episode hesitated 
for a couple of seconds and then nodded yes. "But only if we're all in 
the same boat. I'd feel too naked if I was in front of somebody with 
clothes on." 

At this they both turned and looked at me. I turned beet red and finally 
stammered out my concern. "Uh. I'd like to oblige, but I have a little 
problem, and well, uh, I seem to have somehow gotten an erection." 
Somehow! I wonder how that happened? Not that they would ever guess the 
truth, right?

Jennifer got a little smirk on her face and walked over to me. "No 
problem for me." she said, then turned to Chris and asked "You don't 
mind, do you Chris? I'm sure that both of us have seen a man's cock 
standing at attention before." 

Chris seemed somewhat hesitant, but gave a nod, and that seemed to settle 
it. They both looked at me expectantly and I suddenly realized that I 
would have to take off my clothes or give up on this whole session, and 
maybe even the photography course. Taking my cue from Jennifer I started 
to undress right there. Off came my shirt, which revealed the prominent 
bulge in my pants, then my shoes and socks and them my jeans. The tip of 
my erection was poking out of the top of my briefs, and I noticed that 
Jennifer had a smirk on her face while Chris looked more serious but 
interested. Then I quickly pulled down my briefs, and my cock was 
standing out saluting my two companions. I expected that the situation 
would quickly shrivel me up, (or down to put it more correctly) but my 
cock seemed to find the situation very much to its liking, and if 
anything got even harder. 

I could feel that my face had filled up with all the blood that hadn't 
already been redirected to my cock, and I just stood there looking at the 
other two and trying to gauge their reactions. There were no signs of awe 
and wonderment (sigh) but they both seemed to be amused at my distress 
and not at the sight of my hard on, so I figured that I had at least 
broken even on the deal. 

Jennifer turned again to Chris and ordered "Now it's your turn. Don't be 
shy; time to fulfill your part of the bargain." 

As we both watched Chris quickly removed her top. Her full breasts were 
released from their restraints but did not fall or sag, and they jiggled 
delightfully as she moved. They were a beautiful pear shape, with full 
nipples slightly darker than Jennifer's. Her nipples were already perked 
up, and seemed to grow larger as we watched. Moving with more 
deliberation, Chris put her fingers into the elastic of the bikini bottom 
and then slowly pulled it down, becoming red in the face as she did so. 
"I... I... was a little embarrassed about having a bare pussy, so that's 
why I didn't want to pose completely nude." she stammered out before 
pushing the bottom all the way down to her ankles and kicking the small 
cloth out of the way.

Sure enough, a beautiful shaved pussy met our gaze as she turned towards 
us, and the blush on her face was matched by the pink tone of her pussy, 
which darkened while we watched. Jennifer immediately tried to reassure 
Chris by telling her that her pussy was quite beautiful and that 
everything was perfectly fine. Then she looked over at me as if expecting 
something more, and I finally caught on and added my own assurances to 
those of Jennifer. I was obviously rattled, since I should have taken the 
opportunity to go over and give her a big hug, but I guess that would 
have been just a bit much. 

So after a minute or so things settled down a bit and I awkwardly resumed 
taking pictures. Not the least of the awkwardness was that my cock was 
still rock hard, and seemed to get in the way whenever I moved around. 
Having gotten over her initial embarrassment, Chris really got into the 
spirit and moved around into various positions. Every time she spread her 
legs a little her pussy lips would open a bit and show a glimpse of her 
gorgeous cunt. She even did the same pose that Jennifer had done, 
spreading her legs and holding her ankles with her hands. So there I was 
in an totally erotic situation, with my cock standing up in front of two 
naked, beautiful women, and I had absolutely no idea what to do next. I 
had all sorts of fantasies, but I was afraid that if I misread the 
situation and made any unwelcome advances I would find myself out on my 
ear or even in jail. So I just kept on snapping pictures like a madman 
and hoping that something would happen to make some of my fantasies 
become real.

Finally I finished taking pictures, still hard, still uncertain and still 
very much unfulfilled. We all took a little break to have another glass 
of wine to loosen up, though I think we were all about as loose as I had 
ever seen three people. While we were chatting and drinking the wine 
Chris suddenly noticed the time on a clock above the mantel (strangely 
enough, none of us was wearing a watch). "Yipes!" she said. "I really 
have to get home now. I've got an early class tomorrow and I still have 
some studying to do." 

"But what about my pictures of you?" said a clearly disappointed 
Jennifer. "Is there any way we could get together again before the next 
class?" 

"Well, tomorrow would be okay, I guess." Chris answered. "Friday would be 
too late to get the photos developed. How would that be for the two of 
you?"

Thankful that I had not been left out of the next session I quickly said 
"Fine by me." And Jennifer also agreed to it. After that we all got 
dressed and settled on meeting again at seven the next evening. I asked 
if we could help take down the equipment, but Jennifer said we should 
just leave everything as is and start off the next evening without having 
to set it all up again. I had really hoped that I could stay behind and 
help Jennifer with the equipment and maybe get something even better 
started with her and my equipment, but no such luck. After I got out of 
there I raced home as fast as I could and finally got Mr. Happy calmed 
down all by myself. Not exactly the way I wanted to end the day, but I 
had the best orgasm I had had in quite a few years.

On the way to work the next day I dropped off the three rolls of film I 
had shot for developing, and then spent the rest of the day doing very 
little work and a lot of daydreaming. I took off a little early to pick 
up the slides, and I thought I noticed a little smirk on the face of the 
girl behind the counter as she handed them to me. Viewing the pictures 
when I got them home I got all excited again, looking at the two lush 
naked bodies of Jennifer and Chris.

I got to Jennifer's place about ten minutes early and I was a little 
disappointed to see that she was wearing jeans and a top. We talked for a 
few minutes before Chris arrived and I put out all of my somewhat limited 
supply of charm to try to impress her with what a great guy I was. Chris 
arrived a few minutes later and we all had some more wine and chatted a 
bit. I guess we all felt the need for some lubrication, because Chris and 
I had each brought along a bottle of red, and Jennifer had a couple of 
bottles of white chilling in the fridge. We had all had our slides 
developed, and put them in Jennifer's slide projector and commented on 
the results. Just a nice evening get-together with friends so far.

When we all had a bit of a buzz on Jennifer said "Homework time!" and got 
up off the couch. Before heading over to the camera she casually took off 
her top and pants, again revealing that she was wearing nothing 
underneath. She looked expectantly at the two of us and Chris and I both 
got undressed. I was not completely hard at this point, but I quickly 
started perking up while getting undressed and watching Chris do the 
same. Chris and Jennifer were pretty excited too, since both of their 
nipples were standing well out from their breasts and their pussy lips 
were definitely engorged. 

Chris went to the backdrop and I handled the lights at Jennifer's 
direction. The first roll of film that Jennifer took of Chris was fairly 
ordinary series of artistic nudes, although Chris' happy attitude made 
for some spectacular shots. After Jennifer changed the film we all had 
another glass of wine before resuming the session. When we started again 
Jennifer asked Chris to pose for some less formal shots. Chris lay down 
on the couch and Jennifer took a few of her lying down in various 
position. Then the session started to take off in a whole new direction.

"Chris, would you mind lying back on the couch and placing one hand over 
your pussy?" Chris seemed happy to oblige, and moved around for a few 
poses in that position. She finally wound up with her left hand behind 
her head and the right covering her bare pussy. Then she started to move 
her right hand slowly up and down her upper thigh, stopping just short of 
her pussy before moving it down the leg again. Then she slowly lifted her 
far leg to rest on the top of the back of the couch and her hand moved 
right up to her pussy lips and stayed there. Her fingers moved in an oval 
motion right around the outside of her wide open cunt, gently stroking 
her bare pussy lips. Finally one finger came to rest just over her slit, 
and she slowly started to stroke up and down. 

Jennifer was eagerly taking pictures as fast as she could, and I was 
mostly standing there with my jaw down and my cock up watching her stroke 
herself. I wondered if I could do the same, but decided that I could wait 
a while to see what would develop. After a couple of minutes Chris moved 
her hand away from her cunt and rested it on her thigh, revealing a very 
nice erection of her clit that echoed my own raging hard-on. 

"Great shots!" Jennifer said to her, noting the blush that had crept up 
Chris' neck and cheeks. "Why don't we take a rest and have another glass 
of wine." Chris got up and we all moved to the table for some more wine. 
All of us were a bit shaken and very excited by this latest milestone, 
and we talked quietly of everything but photography while getting our 
thoughts back together. 

When we had finished Jennifer turned to me and said "Maybe we should let 
Chris rest up a bit before going on with her. I really want to get some 
more shots of you, so would you mind posing for me again?" No problem, I 
assured her, and went over to the backdrop. 

"No, not there. I think I'd like some shots of you on the couch."

"Sure." I replied, and moved over to lay down on the couch.
"I want you to take the same kind of position as Chris just had, please. 
I want to compare how it looks when a man does it."

So I lay down with my legs straight out and my hands on my thigh. Always 
eager to oblige.

"Hmm... could you lift your leg to the top of the couch just like Chris 
did?"

Okey dokey, I thought, and put one leg up on the back of the couch. 
Jennifer just looked at me without taking any pictures. I'm a bit slow, 
but after a few seconds I figured it out. Here goes nothing, I thought, 
as I put my left hand behind my head and my right over my cock. This 
elicited a positive response from Jennifer, who started smiling and 
taking pictures. After a few pictures in this position Jennifer's smile 
started to fade and the snapping of the camera slowed down. Oh God, I 
thought. I've never masturbated in front of a woman, and here I am with 
two gorgeous naked women looking at me like a bug under a magnifying 
glass. 

But I knew what I had to do, so I gamely started stroking my cock. At 
this point Mr. Happy decided to go into hibernation, and he shrank faster 
than a snowball in summer. Jennifer started to get a fakey looking frown 
on her face. Like I was deliberately ruining her shots.

"I really wanted to get some pictures of an erect penis. Chris, could you 
help Fred out a bit? I just need him to get hard again." 

After only a small hesitation Chris came over to the couch and started 
rubbing my chest and arms. No response. Then she tentatively put her hand 
on my thigh and sat down on the floor beside the couch. She rubbed my 
thighs for a little bit, stroking up and down from the knees to just 
about three or four inches below my cock. There was a faint stirring from 
Mr. Happy, but nothing spectacular. 

I guess Chris decided that a little bit more direct action was called 
for, so as she rubbed my legs she went from sitting to kneeling on the 
floor, leaned over me and rubbed her  breasts on my arm and stomach. That 
had a much better effect. My cock didn't spring immediately to a raging 
size, but instead slowly rose to bigger life. As it was reaching full 
size I considered whether I should deliberately try to hold it back just 
so I could keep on enjoying the breast rub for a while longer, but a 
sense of ethics (ha!) and my complete inability to control my response 
stymied that plan. 

When I was fully erect Chris stopped her ministrations and moved back to 
the lights to resume her assistant's role. Jennifer took a few quick 
shots and then asked me to resume what I had been doing. I moved my hands 
down and slowly started stroking the top and side of my thighs. I kept 
this up for a few minutes, and Jennifer's face went into that "You're 
toying with me!" frown again. Bowing to the inevitable, I moved my hand 
up to my pubic hair and then down to my cock. I rested my hand on top of 
my cock for a few seconds and then started to stroke it lightly with my 
fingertips. I stroked over and around my cock and down my inner thighs, 
moving my position several times and with the strobe lights flashing 
often. I was careful not to stroke too hard, so that I could avoid a 
messy accident and have to clean the couch. Besides, I had no intention 
of jacking off to fulfillment in front of two good looking women. At 
least not yet.

Eventually Jennifer said that had all the poses she wanted, and that it 
was okay to get back to being the assistant. I stood up and moved away 
from the couch to the table where the wine was, and Chris and Jennifer 
joined me. It took very little time for my hard-on to go down, even 
though the situation (three naked people sitting down and sipping wine) 
was fraught with sexual tension.

I say naked deliberately, because there is a difference between nude and 
naked. While we were up there posing we were nude, while the cameraperson 
and the assistant were naked but engaged in a professional activity. When 
we all sat down at the table with no clothes on we were all naked, 
without the legitimate artistic motivation for being in that state. I 
think we all felt that way, but Jennifer was the first to articulate it. 

Looking at Chris and me, Jennifer said what had obviously been on all of 
our minds. "I don't know about you two, but this scene is really turning 
me on. Sitting here naked with two good looking people is such a turn on. 
I say we cut the crap and admit that while the artistic and photographic 
side of this is great, the sexual side is also a big motivator. I've been 
divorced for two years, and I haven't seen a naked man for longer than 
that, much less gone to bed with one. I like being in a safe environment 
and having some connection with two intelligent, good-looking people and 
at the same time being able to look at some great bodies."

Well, that opened the floodgates. I quickly agreed with her, explaining 
how deprived I had felt since my divorce. Chris too, it turned out, had 
spent quite a long dry spell in the dating scene, and was turned off by 
most of the jerks that she had briefly dated. We talked about this for 
quite a while, and although nothing was said about what would happen 
next, we all seemed to realize that a new phase of our relationship had 
begun.

After we finished talking, Jennifer asked Chris to get back in front of 
the backdrop, while I would handle the lights. It started out fairly 
tame, with Chris doing some artistic poses. Jennifer even had her do some 
fashion-type poses that wouldn't have bee out of place in magazine ads 
had she been dressed.

Then the new phase started. Jennifer asked Chris to move to the couch and 
lie down with her back resting against the arm. Chris did as she asked. 
Then Jennifer said "Could you please open your legs and stroke yourself 
just a bit." Without hesitation Chris' hands moved down to her pussy and 
started rubbing gently over and around her pubic mound. Then Jennifer 
asked her to put one finger inside her cunt and stroke it back and forth. 
With only the slightest pause Chris complied, moving the middle finger of 
her right hand into her cunt and slowly moving it back and forth. Then, 
without direction, she put two fingers of her left hand  over her clit 
and started rubbing that as well. Soon she had two fingers of her right 
hand in her cunt and the two fingers of her left hand still rubbing her 
clit. 

All this while Mr. Happy was rising up to get a better look, until my 
cock was again getting in the way as it merrily bounced around from side 
to side. I could see that Chris was getting very turned on, with her 
nipples standing out like pencil erasers, and Jennifer was standing there 
with a smile on her face and with her nipples sticking out and her pussy 
lips engorged.

I was happy to comply when Jennifer asked me to go over to the couch and 
sit down on the end opposite from where Chris was leaning back. Chris 
moved her feet so I could sit down, and I settled comfortably into the 
couch. Then Jennifer asked Chris to stop stroking (she looked a little 
disappointed at this) and sit up and turn around so that she was leaning 
back on me, with her head nestled in my lap. Jennifer took a few shots of 
us sitting in that position and then asked me to slide up onto the couch 
so that I was sitting with my back against the arm of the couch and with 
my legs on either side of Chris.

Chris sat up while I moved around on the couch, and then settled back 
into position, leaning back against me  and with her hands on my knees. 
The weight of her body on mine, particularly on my cock, was a thrill, 
since I had not been this intimately close to a woman for a long time. 
Jennifer took a number of shots of us in that position, saying a number 
of times that they looked terrific. 

My hands were hanging down my side or just lying on the couch and felt 
pretty awkward. Emboldened by the situation, I moved them up to Chris' 
side and gently touched her arms. Not getting any negative feedback from 
Chris, I moved my hands to the side of her body and slowly rubbed up and 
down. Jennifer shouted out that that was just the shot  that she was 
looking for and started shooting away like mad. 

Being a good model and a complete professional, I kept improvising on the 
pose, and started to stroke the side of Chris' breasts. She sank further 
back into my body and I could almost hear her purr like a contented 
kitten. Not one to miss a really obvious cue I moved my hands up and 
stroked the top of her breasts and nipples. 

I think Chris and I could have gone on like that all night,  though I did 
worry about the fact that she might not be totally comfortable with a 
hard cock sticking in her back. Jennifer, meanwhile, continued to take 
pictures, and the flash of the strobes was a bit of a distraction in an 
otherwise perfect scenario. I'm sure she got plenty of good shots, but 
enough is enough and she finally said it was time for a break. Chris and 
I sat up and moved over to the wine, my hard cock waving around in the 
air and slapping against my thighs as I walked. Even though I don't smoke 
I felt a real urge to have a cigarette just then, my only regret being 
that I had not come and my balls were starting to get more than a little 
sore. 

We all sat down quietly to drink some wine and ponder what we had just 
been through. I wasn't even in the least bit embarrassed about the precum 
leaking from the end of my cock, and though I had some fantasies running 
around in my head about what might come (me, I hoped!) in the future, I 
was quite content with what had already happened. After a bit of 
desultory chit-chat, we all realized that it was time to move on or move 
out. Jennifer started the ball rolling by suggesting that she should 
model next, since she had not been completely free at the first session. 

I don't know why we all had to keep up the pretense that this was just a 
photography session. I guess we needed something to fall back on in to 
save our egos in case things didn't work out. So she moved over to the 
couch and sat down on one end. Without even thinking about it I also went 
over and sat down on the other end and lay back on the arm with my legs 
spread wide and my back on the arm. Jennifer smiled and lay back on top 
of me just as Chris had done. I moved more quickly this time, almost 
immediately starting to stroke her arms and breasts. After a while of 
this I scrunched my shoulders down an bit and started to stroke her 
stomach and all the way down to her legs. She moved her legs apart, only 
slightly at first but then wide apart, letting one leg settle down on the 
floor. I was getting really good at this body language interpretation 
thing, and I started to stroke her fine pussy hair and cunt. Gently, 
gently I kept stroking, sometimes moving all the way back up to her 
breasts and then slowly back down again. We continued this for a while, 
ignoring the occasional bright flash. Finally, when my hand was stroking 
her cunt, I moved a finger in and started to slowly move it back and 
forth inside her cunt. By this time Jennifer was completely into the 
scene and turned on, and my finger  moved easily into her slick juice-
filled cunt.

Too much is never enough, I always say, so I put in a second finger, then 
a third as she started to respond with her own bucking movements to my 
finger thrusts. I finally found her g-spot, I think (I'm never quite 
sure) and the intensity of her movement increased. Suddenly she turned 
over, forcing my fingers out of her cunt, and lay on top of me facing me. 
Then with one motion she moved her body up mine, took my cock in her hand 
and guided it to her hole and impaled herself in one thrust on my aching 
cock. She moved her mouth over mine and we kissed and fucked, with me 
thrusting my cock into her cunt and my tongue onto her mouth until I 
could feel her climax coming. 

Being a gentleman I waited until she was almost ready to come before I 
let myself go with the biggest, best, most wonderful orgasm that I had 
ever experienced. She didn't quite make it before I cane, but my grunts 
and moans must have been the final thing that set her off , and she came 
for what seemed like hours but was more likely a minute or so. 

We were both completely drained, exhausted and just plumb tuckered out. 
After a bit I remembered that we had an audience, and I looked over to 
see Chris masturbating beside the camera. Just then she came, and her 
yells of ecstasy seemed a fitting end to the scenario just played out.

Jennifer and I just lay there in a stupor while Chris sat down to come 
off her own high. I eventually sat up and carefully moved off the couch 
while making sure that Jennifer didn't fall off and was in a comfortable 
position. My cock was slick with Jennifer's juices and my own, and I knew 
she would be in the same state. So I moved over and licked the wetness 
from the side and inside her cunt. The taste was tangy and a bit sweet 
and quite pleasant and I continued until I had her pretty much cleaned 
up. While I was performing my cleanup chores Jennifer roused herself with 
a very contented smile on her face and watched me. 

I expected that she would do the same for me, but after I finished and 
looked up at her hopefully she silently pointed over to Chris and 
indicated that I should do the same to her. In for a penny, in for a 
pound; so I walked over to the chair Chris was sitting in and kneeled in 
front of her. Her legs were already apart, so I just had to put my hands 
on her knees and put my face between them to get to my assigned target. I 
licked her juices off of her thighs and around her cunt. They tasted 
absolutely delicious, and it was especially erotic to lick her bare cunt, 
with no hairs to get on my teeth or tongue. I continued licking around 
and inside her cunt, feeling all the while that this situation was 
completely surreal. 

I felt a stirring in my cock, but I knew that it was way too soon for me 
to be able to get it back up again. I knew that Chris would have no such 
problem, so I continued to lick her, but with more vigor. I teased her 
clit with my tongue and put two fingers to work in her cunt. In just a 
couple of minutes she started to react, and I increased the pressure and 
tempo of my tongue and fingers. Finally she came, bucking in the chair 
and yelling for all she was worth. After she calmed down I had to clean 
off her juices again, a chore which I gladly performed. 

While sitting there after I had finished, Jennifer came over to me and 
nudged me down on my back on the floor. Then she put her tongue on my 
cock and started to lick up and down it. After she had gotten all of the 
wetness off of it and from around the base, she put my cock in her mouth 
and sucked on it like a lollipop.

We must have all been there as we were for at least ten minutes - me and 
Jennifer lying on the floor naked, with my cock in her mouth; Chris naked 
in the chair with her feet spread apart revealing her very cute and very 
delicious cunt. What ended this post-coital bliss was that my cock 
started to grow again, still in Jennifer's mouth. I don't think I can be 
blamed for that, but Jennifer was having none of it.

"Oh no you don't, mister. I've gotta get up early tomorrow for a meeting 
first thing. And I don't want to spoil this mood I'm in."

This roused all of us out of our contented torpor. We all stood up and 
Jennifer moved over to the wine table and sat down.

"Let's all have one last glass of wine and talk this over." she said.

So Chris and I moved over and sat down and poured ourselves each a glass 
of wine, looking expectantly at Jennifer.

"As far as I'm concerned we all had a great evening. Any disagreements?" 

Chris and I just nodded agreement.

"Fine. We all had a great time, we all had one or more terrific orgasms, 
and none of us are any the worse for wear. That was the first time in a 
long while that anyone here has had a good fuck. And I mean fuck. We 
don't know each other well enough yet to call it making love. We could 
slink back into our lonely holes and go back to getting our rocks off 
with our hands all by ourselves, or we could build on this and have a 
great time. So here's what I suggest. We take this for what it is, a 
great whoopee time, where we can do some photography and have some great 
orgasms and fulfill both our creative and our physical needs. No 
jealousy, no bullshit. I'm not sure I'm ready for any kind of 
relationship commitment (looking hard at me), but I sure as hell am ready 
to feel better about myself. So what do you two think?"

That's what I like about mature women; straight and to the point. 

"That suits me fine." I said. "I think both of you are absolutely 
fantastic in both looks and personality. I'm in." Whoops. A bit of 
unintentional double entendre there.

Chris was a bit more hesitant. "It sounds good to me too. But I've never 
done anything like this before, and I don't really know if can just let 
myself go like that without getting jealous or all churned up inside."

Jennifer looked over at her carefully. "Well, to tell the truth I'm not 
sure about the emotional ramifications either. I haven't done anything 
like this before either, and neither has Fred, I bet." I nodded agreement 
as she shifted her gaze to me. "I say we have nothing to lose. Uh.. at 
least I don't think so. Fred, do you have any diseases we should know 
about?"

"Not me. It's been way too long for me without sex, and I get checked 
every six months when I donate blood."

"Me neither." said Chris. "I haven't had unprotected sex since long 
before I had my last checkup."

"So it's settled, then. I can see that neither of you have any needle 
tracks, so you're not at risk from infected needles. Is at all settled 
then?" Jennifer asked.

Two affirmative nods answered her question, mine a little more forceful 
than Chris'.

"So I suggest that we get together again for the class on Saturday and 
then do something with just the three of us on Sunday."

I realized that Jennifer had taken complete control of the situation, but 
given the circumstances I didn't mind too much. 

"One more thing." interjected Jennifer. "I trust you both implicitly, but 
we all have to agree that any of the pictures we take will be for our own 
personal files only. No sharing them with friends or, God forbid, posting 
them to the internet." 

Chris and I both readily agreed by nodding our heads again. I really must 
stop doing this, I thought. Chris and I must look like a couple of 
puppets on a string. I mentally determined that I would try to get a 
modicum of control back as long, of course, as it didn't screw up this 
great deal I had going here.

We spent the next half hour again going through the pictures we had taken 
the first day, and agreed that we would each bring only one or two fairly 
artistic nude photos to the next class. Since we were each to bring 
photos of ourselves, it wasn't hard to come up with a couple of each of 
us that we could bring.

That brought up the question of developing. Using a quickie photo mart 
was out of the question, and even the professional lab that had developed 
my last set would probably be too risky for the photos that had been 
taken tonight. Because we were using slide film for the class at least 
the finished photos wouldn't be on display in the front window of the 
local photo mart, but it still seemed to be too much of a chance to take. 
Jennifer knew that there were a number of 'discrete' photo labs who 
advertised their services, even a couple located in our own city. I guess 
paranoia does strike deep, because suddenly we were all hesitant about 
sending those films from earlier tonight out to just anybody. We all 
agreed to let the matter ride until we could  think of a better solution.

As for the future, I agreed to go check out the specs and prices on some 
of the new digital cameras that had interchangeable lenses, high 
resolution and the other attributes required for a professional result. 
Maybe if the quality and features were good enough we could all chip in 
and buy one together if, that is, our group stayed together for more than 
a couple of weeks.

Chris and I finally left the apartment around one a.m., both of us 
looking forward to our next class and our next group get-together.

to be continued...

-- 
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