he first time I saw her, I wondered why she held my interest so much. She was my age. She was attractive but not what you would consider beautiful. She just had a quality about her that radiated from her. Her dress was quite conservative, with her dress knee length, and although her bosom was more than adequate, no cleavage displayed. Her heels were no more than 3 inches, but the shape of her calves gave hints of a shapely leg under that dress. She smiled at me, and my libido lit like a roman candle.

I had to meet her, but the craft store did not lend itself to chance meetings. I was there to buy some acrylic artist paint to replenish my supply since my last painting. I had become very interested in painting after I had posed nude for a painting class at the local center. It had been nice to watch the artist stare at my body, with me wondering what was going through their mind. I would sit or stand there wondering if it was all artist thoughts of light and darkness of forms or did a sneak idea of desire creep into their artistic minds.

When this classy woman made it to the artist section of the store, I knew this would be my chance.

"Hi, I wonder if you could help me. I sometimes wonder about the transparency of those of these hues. I am not that experienced with all of this, and I would appreciate your help."

"Of course, it is marked right on the tube. See right here," she said as the went into an explanation of the code.

I touched her arm feeling that spark of wanting jump on me, as I thanked her for her help. "You are quite welcome. How long have you been painting?" she asked. For once I told the truth and said, "Oh, not very long. I am just learning." She asked again, "Are you taking any classes?" I replied, "Not yet, but I am looking." "My name is Sandy Teller, and I do teach a drawing and painting class in my home," she announced, "Would you like to get a cup of coffee and I could tell you all about it."

After introducing myself, we nestled into a booth in Ryan's Coffee Dungeon. Sandy explained her classes of quick draw from models who were always changing positions every minute, and slow draw with never taking your eye off the subject, but tracing the outlines with your eye and let your pencil follow. She then asked me if I would be interested in something like that. When I told her yes, she told me the price and that was well within something I could afford. The more she talked about her experiences, the more aroused I became. I was mystified how much this conservative, classy woman made me want sex with her. I watched her walk to the ladies room, and I was convinced there was a gorgeous body beneath those loose clothes.

After buying the large newspaper pad for the sketching, I headed to the address Sandy had given me. I entered through the downstairs door as instructed. Sandy greeted me, and my classmates also were introduced. A man about my age and two young women were standing in a circle. I joined the circle. After Sandy gave us a little lecture on what we were about to do, the model came out of the downstairs bathroom. A young man entirely nude, with his cock swinging as he entered the middle of the circle. I never dreamed that this was something Sandy would do. He took a pose kneeling on the floor, and we had one minute to sketch him. Where I was standing his cock dangled in front of me. I tried to look all over him but was fighting that hanging cock in front of me. The minute went fast, and Sandy said, "Move!" He took another pose standing in front of the young gal. She was as bad as I was trying to not look at that member of his. She just stared, and I started believing this was why she took the class. The man in our course, I was beginning to think was enjoying the dangling dick, as us girls did. When all was said and done, he did have a nice body and not just a cock.
After ten sketches, Sandy told us about the slow draw, and that she was going to change the model. A young woman appeared as our male model disappeared going upstairs. She was a stunner and proceeded to lay on the floor in front of me. Her bare pussy was pointing straight at me as I slowly moved my eyes across her body. I was getting wet which I never expected in a class given by Sandy.
After each sketch, Sandy would come around to evaluate what we had done. She was wearing a blue frock, and from what I could tell she was wearing nothing underneath it. With a hint of cleavage, the moment of her breasts led me to believe she was braless. The position change had the young gal standing in front of me; she was smiling like she knew I was uncomfortable with trying to ignore her sexy body. By the time this class ended, I was so fucking horny; I craved sex from either sex.

Sandy asked me to stay after class as she wanted to speak to me. The rest left, I was trying to figure out who was with whom, but failed at that as Sandy wanted to talk. She asked me if I would be interested in her painting class. I said, "Why not!" She then said, "I want you to do a portrait of me. Just a quick one to see if you would be interested in that, I nodded, and she continued, "Let me run upstairs and put something on that would not be so blah!" She left and came back down the stairs in a red blouse. The blouse was buttoned with only a hint of cleavage showing. "I want to see how you handle form using the shading as an asset to the painting. She sat on a chair on a platform in the corner of the room. As she sat there, she unbuttoned the blouse showing swells of the breasts. She then told me to go ahead and draw. I did my best, and she got off the platform and came over to me. She looked at my drawing. I looked at her breasts.

"That is very good. You do have talent," she said. Sandy could see that I was looking at the two mounds barely covered by that red blouse. She smiled at me and made no move to cover herself, but let me enjoy the view. "Do you like it?" she asked. I did not know if she was talking about my amateur sketch or those delicious looking tits she was showing. I took a chance and said, "I like them very much." She just smiled and said, "See on your sketch you did not make the breast crease dark enough."


"Of course if they are moved the crease becomes lighter. Where are you thinking about moving them? Go ahead move one and watch the light change at the crease."

"I see it does get lighter when you move them."

"Go ahead put your hand inside the blouse and feel the firmness of me."

I did, and it was so soft and yet so firm. I pushed the blouse off of her shoulders, and she was bare chested.

"Don't stop Carol. Take off the skirt."

I did, and she was standing in lavender panties.

"Take off my panties. Only a woman knows how to take off panties seductively."

I slipped them down shapely legs, and she said, "Would you like to go upstairs and make love?"

I kissed her, and she took me by the hand and led me up the stairs. All the way up I watched her lovely ass sway. I was hungry for her. We got to her bedroom, and there stood the two models, still nude and still inviting. Sandy and the models slowly undressed me. The male smelling my panties, as I watched his cock started to rise. The three of them worked me over. Every part of my body was softly touched and caressed. When they finally laid me down on the bed, each model took a leg and started sucking my big tow. Sandy laid on her tummy and moved her face into my pussy. I was ready to explode, but each time I was about to orgasm, they stopped and started with the soft touches of my body. My nipples were so hard, they hurt, but I didn't want it to stop. Both of them went back to my toes as Sandy began licking again of my pussy. They finally let me fire, and it was so violent my body kept shaking after the surges were completed.

The male model fucked me as Sandy kissed me while the female model ate her pussy. It was one session after another trading partners. I ate Sandy many times, but I did blow the male model and after he fucked Sandy, but I also got a taste of their mix eating her cunt.

All and all it was quite an art class and I looked forward to the next one...
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