Art Class With Julie Ch 03

"I need your help," Julie blurted out when she saw me sitting at the table.

I looked at her a little surprised. This wasn't the first time Julie had asked for my help. In fact it was at the third time. Julie was a Fine Art major at the same Midwestern university I attended. We were both sophomores and had known each other and been friends since the start of freshmen year. I knew a little bit about art technique even though I was a pre-med student; so I would occasionally give Julie a hand solving some quirky problem with her art projects. The last two times, though, turned out to be very different. The first time ended up with me stripped of my pants, and jerking off for Julie's camera. The second time I was completely naked masturbating over a drawing Julie had done of her own pussy, while she watched and sketched my activities. We had never touched each other in a sexual way, in fact Julie had never even taken a piece of clothing off in front of me. I only got to enjoy the drawings and photos she showed me, but that was enough to send me over the moon.

"Julie, are you sure we should be sitting here in the library discussing this?" I whispered to her, furtively glancing around to see if anyone might be close enough to hear our conversation.

"No one else is around. And I really need to talk with you. Remember that last series of sketches? A few drawings of me and a few of you?"

"Remember them? I think about them a couple of times a day, especially the ones of you." At this, Julie blushed a little; the ends of her lips turned up into a small smile. Julie has short brown hair, and slightly almond shaped brown eyes, so this little smile was particularly alluring.

"Well I turned them in for my mid-term project...."

"What? I thought you had decided not to submit any of those."

"I decided not to submit the photographs from our first session. They seemed a little too...lurid. I couldn't risk getting tossed out of school for pornography. But the sketches were different. Didn't you think so too?" I agreed with her assessment, but Julie continued without waiting for my answer. "So I took the pictures of me and sort of matched them up side by side with pictures of you. You remember, my pussy in the first sketch just natural and relaxed; your cock when it was soft before things really got going. I put these in a portfolio with me on the left side and you on the right. The next page of the portfolio was my pussy starting to get a little excited and your cock starting to stiffen. Then me, fully aroused and you, fully aroused. Then those last sketches, right after I had cum, and just at the instant you were about to cum. Those were my favorites."

They were my favorites, too.

"I figured since they were sketches I could submit them to demonstrate what I was capable of doing," Julie said this meaning her 'technical capabilities.' Of course, I started thinking about what else Julie was 'capable of' and started to smile at the thought. Julie caught my smirk and punched my arm when she realized what she had said.

"So, anyway, my drawing class instructor said the sketches were great. I got ninety eight on the mid-term. I'm not sure why I lost the two points, the Instructor wouldn't tell me, but it was the highest score in the class!"

I was really happy for Julie. I know she had struggled a bit finding her way in the Fine Arts curriculum at the school. Finally, she seemed to have put together some work that showed her artistic skills. I could be a proud, too, as I was part of the show, so to speak.

"So how can I help you now?" I asked. This was turning into one of my favorite questions with Julie.

Julie took a new sketch book out of her portfolio case. This book was a little larger then the one she had used the last time. She slid the book across the library table at me. I looked around the area one more time to make sure no one else had drifted into our little section of the library and then I flipped open the book.

The first time Julie showed me one of her class projects it was a series of self portrait photographs of her showing her naked breasts. The second time was the sketches of her pussy that she had subsequently submitted for her mid-term. Each time I was surprised that she was willing to expose herself to me that way. This time, though, was a different surprise. The sketch on the first page was of a partially undressed woman I did not recognize. The sketch captured the woman from about the middle of her neck down to her thighs. She was sitting on a tall stool. The woman's breasts were large and full with areolas that covered the front quarter of each breast. Her nipples were large and soft. Even though she was sitting, her breasts remained firm, with the lower half bowing down slightly under their own weight. The woman was wearing a longish jean skirt and had her shirt lying on her lap. All of this was captured beautifully in Julie's sketch. I knew right away that this wasn't Julie in the sketch. Julie is petite, with small lovely breasts. The woman in this sketch was at least six inches taller then Julie's five foot two inch height.

"Go ahead, turn the page," Julie urged me. Now Julie was smiling at me. I don't know if that was because she was happy with the sketches or she enjoyed the effect it was having on me. She couldn't see the growing bulge in my pants, but she certainly noticed that my breath had started to quicken.

I flipped over to the next page.

This sketch had the same woman sitting on the same stool. But this time, the skirt was off, she was leaning back slightly, head tilted back so only her chin was visible above her collar bone. The woman's legs were parted showing a thong stretched tightly across her pussy, the outer lips forming a creased bulge in the fabric. I could have cum right then. It wouldn't have taken much. A slight rub on my cock would have done it. Julie seemed to realize this and slid the book a little bit away from me. That was enough to shake me out of my fantasy. I smiled again at Julie.

"Those sketches are incredible. Are there more?" I asked.

"No, that's it. Usually the school does not use live models in the sophomore drawing and sketching classes, especially nude models. But my instructor made an exception this once to see if I could repeat the kind of work I had submitted for the mid-term. This model wouldn't take off any more without another model in the room. That's why I need your help. I need you to be the other model. We don't have any funds to pay models for this class. There won't be any other students there. Just me, the instructor and my sketch pad. They don't know who you are, so you don't have to worry about being recognized. And I won't include your face in the drawings...I've gotten pretty good at not showing faces. You seem to like what you saw of that model. I don't really know what she'll do if you are in the room. So, are you up for it?"

'Up for it' was exactly what I was; hard as a rock in fact. I wasn't sure this was such a good idea, parading naked in front of more people, but I wanted to do this for Julie. And of course I was totally turned on by what I had seen so far.

"I'm in. I know we aren't going to do this right here in the library. When and where is the class?"

"Yea! That is so sweet of you to do this for me. We can go right now to the Art Building. I know my instructor is in the studio, so we should be able to get everything set up right away. Let's go!"

I followed Julie out of the library and onto the quadrangle. Julie was dressed in a light colored casual pullover shirt and a pleated skirt that went down to her knees. She was looking very collegiate, except maybe for the open toed sandals and red polished toe nails peaking out. We strolled diagonally across the courtyard surrounded on all sides by the Gothic style University buildings. Students were lying about on the grass. Some were studying, others soaking up the sun, and a few groups sitting around just chatting. I wondered if any of those who saw me walking along with Julie could imagine where we were heading. I liked being seen walking with Julie. We would have made an attractive couple, except we weren't actually a couple, just two students helping each other out.

We finally made it to the entrance of Bailer Hall, the Art School's main building. We went in and headed up a flight of stairs to the instructors' studios. These rooms were set aside as studios because of their large windows and excellent natural light. We knocked on the door and entered Julie's instructor's studio.

I don't really know what I was expecting to see. I guess I had expected the instructor to be a skinny guy in his forties, probably with a beard and wire framed glasses, maybe a little bit fey. He would be hanging out in a studio surrounded by "art" projects, and paints, and easels; with all of these in total disarray. Boy did I get that wrong. Julie's instructor was a woman, in her thirties, longish blond hair, about five feet seven inches tall and very attractive. The studio was neat, well lit, with only a few easels around, everything was orderly and clean. In the center of the room was the stool that had been used for the model in Julie's sketch. There was another slightly shorter companion stool nearby. Some light Jazz music was playing quietly in the background.

Julie and I walked in and she introduced me to her instructor, Theresa Andrews. We shook hands. Ms. Andrews kept her eyes on my face as we were introduced. I guessed that she wanted to check me out because she knew I was the model for the sketches Julie had submitted in her mid-term. In that regard, she didn't have to wonder too much about what I looked like naked. The situation made me think about what she might look like without her clothes. She was sort of tall with full breasts tenting out a loose fitting v-necked shirt. She was wearing a wrap around jeans skirt that went down just below her knees. I had seen that skirt before: Julie's first sketch, with the topless model still wearing the skirt. That was her instructor! I looked over at Julie with a quizzical look.

"Uh, huh, Ms. Andrews offered to pose for me. She is the model in the two sketches I showed you in the library." My mind immediately raced back to the drawing of the thong stretched across the bulging vulva. I looked at Ms. Andrews and turned a little bit red.

"I don't usually do that sort of thing," Ms. Andrews said quickly. "In fact, I've never modeled for a student before. When I was in college, I made money as a nude model, but that was to pay for my art supplies. Now I am usually on the other side of the easel. But when I saw Julie's work, I knew she had real talent and I wanted to see what she could do with a new subject. I'll even admit to you two that I got pretty turned on by that session. I had to 'take care of myself' after Julie left the studio. I hope my saying that doesn't embarrass you two, but it's pretty obvious from Julie's mid-term work that you both know what I mean."

I guess I'm not the only one who gets turned on my Julie's art work.

"I think we might need a few ground rules for today's studio session," Ms. Andrews continued. "First, I think you two should call me Terry. All things considered, we don't need to be as formal as using last names. Next, Julie, you should continue to keep our faces out of the sketches. That way you can display them in whatever forum you want to without concern for our privacy. This session will serve as your final exam, so you should do your best work. I'm ready to start, so let's begin." And with that, Ms. Andrews, Terry, pulled her shirt off over her head.

She was wearing a flesh colored under wire bra. Her nipples made visible shadows in the thin fabric of the bra cups. Julie moved over to a drawing station, sat down and opened her sketch book. I could see she was trying to decide what to start with, and then dove in with her drawing.

I knew Terry's breasts would be perfect. I had already seen them in Julie's sketches. I didn't wait for Terry to take off her bra before I started to undress. I unbuttoned my shirt, but decided to leave it on, opened in the front. Terry looked at me and nodded her appreciation. Julie was sketching away just off to the side of us.

Terry sat down on the taller of the two stools. She reached behind her and took off the bra. I recognized those breasts immediately. Julie had captured their firm yet supple look perfectly. Terry was gorgeous, with her loose blond hair, blue eyes and those great tits. I prefer smaller breasts; by the photos I had seen of Julie's tits I knew hers would get my vote, but there was no denying the perfection of Terry's breasts. I moved over towards Terry, not exactly sure what I was supposed to do. The idea here was for the two of us to sort of work together with Julie capturing the scene in her sketches. I decided to take it slowly, stepping behind Terry and placing my hands gently on the lower half of her breasts. Not exactly cupping them and not touching her nipples. Terry leaned back slightly to make sure that Julie had a clear view of my hands on her breasts. We stayed like that for a few moments before Julie flipped the page.

It was my turn to take something off. I unbuttoned my jeans and stepped out of them. Today I was wearing my black thigh length Jockey underwear. I moved in front of Terry this time and leaned into her with my back against her chest, her skirt covered legs clamping me tightly in place. Terry put her hands into the side of my shorts and started to slip them down. Julie started drawing again and Terry took the cue to hold the position for a few moments. Then she finished the job pulling my shorts down below my butt. I reached down and pulled them the rest of the way off.

I was standing there nearly naked, only my unbuttoned shirt left on. Terry was still sitting next to me on the stool with her skirt on. She hopped off of the stool to unwrap the long wrap around jeans skirt. As she did this she was looking over at Julie who was still sketching away. Terry and I both saw the same thing. Julie was sitting at the drawing station, focusing intently on her sketches, with her legs resting on a low chair in front of her. Her knees were slightly spread apart. We could both see the damp spot spreading across the crotch of her white panties. I turned my head to look at Terry. Her nipples had gone from smooth, lightly colored circles, to tightly cinched patches of dark brown, sticking up sharply from her tits. She had removed her skirt, tossing it onto a nearby chair. She was standing in front of me wearing lacy white thong underwear and nothing else.

Terry wasn't the only one showing the effects of watching Julie. My cock had gone from a soft four inches to a fully erect six inches. I wasn't ready to explode yet, but I was definitely feeling good. Terry saw how my member was responding and told me to have a seat on the shorter stool. This put my head at about the level of her tits. She lifted up her butt and pulled the thong down her legs and kicked it off. With me facing her, I could see every pubic hair on Terry's trimmed triangle. She leaned back on her stool, and slowly spread her thighs. Now I could see those outer lips that had been bulging up in her thong. Terry kept looking back and forth between me and Julie's now soaked panties. As Terry did this, her pussy started to open like a flow blossoming before my eyes. Her inner lips spread open and I could see the first signs of moisture forming on her cunt. I moved in a little bit closer, settling her thighs on my shoulders so I could get in close. Terry put her hands on my head and held me a few inches away from her. I could see every crease in her cunt. Her blond pubic hairs were extended down only to the very top of her slit; her clitoris was poking out a quarter inch from its hood. I could smell the sweetness of her sex. At that moment I wanted nothing more then to be able to run my tongue up and down in her pussy. I needed to bury my face between her thighs. But she continued to hold my head at bay.

I looked up at Terry and saw that she wasn't looking at me any more. Her attention was completely focused on Julie. Over the music, I could hear Terry's breath coming in deeper and deeper rasps, her pussy was getting wetter, with juice starting to drip down to her butt. I looked up again and realized that her eyes were slightly glazed over. She was panting, looking for release. I pulled myself back from her slightly so that she knew I wouldn't try to do down on her, as I really wanted to do. She took the opportunity to move her right hand to the top of her pubic mound, finger tips just barely extending down to her engorged clitoris, and started to make small circular rubbing motions. I immediately felt her legs tighten around my shoulders where they had been resting. Terry's hand started moving faster and her pussy seemed to start pulsing. I heard her moaning and saw that her eyes were now tightly shut. I could see that her pussy was vibrating from its own contractions as well as the movements from her hand. As Terry let out a little yelp and took a deep breath, three little drops of pussy juice dripped out of her cunt. A few moments later I felt Terry's body relax as her orgasm started to subside.

My cock was now fully engaged. Terry told me to turn around in my seat and lean the back of my head against her crotch. I wasn't sure why she wanted this, but I complied willingly. As I did so, I realized that my new position did two things: First it gave me a perfect view of Julie and she of me; second it meant that Terry looking down over my head and chest had a view my cock from the same perspective as me.

I took a moment to look at Julie. Her left hand had slipped into her panties where she was stroking herself even as her right hand continued to sketch. She looked up at me and smiled. That smile was as much of a turn on to me as having my mouth inches away from Terry's cunt. Now Terry had her hands on my shoulders, slightly rubbing them. It was time for me to turn my attention to my own needs. My cock had started to drip with pre-cum. Usually my pre-cum is just a little moisture that appears on the tip of my cock. Maybe it was the amount of time I spent watching Terry cum, but the head of my cock was coated with pre-cum and another drop was oozing out. I tilted my head back to see Terry staring down at my crotch, taking everything in with an artist's eye.

I decided this was not the time for a long slow masturbation session. With that I gripped my cock in my right hand and started to stroke myself up and down. I settled my eyes on Julie's crotch with her stroking hand behind the fabric. I could feel myself getting ready to explode and I desperately wanted the release. I saw Julie's hand moving faster and faster and realized that she was about to cum too. I quickened my pace. Just as I felt my balls tighten and the head of my cock expand, Julie let out a cry of pleasure from across the room. I quickly started to come. One; two; three spurts of hot milky come shot out onto the studio floor. Terry's thighs squeezed my shoulders together to give me support.

After a few moments, when my eyes could focus again, I looked over at Julie, slumped back slightly in her chair. I tilted my head up to see Terry smiling down at me over her still erect nipples. My hand dropped down to my side and I leaned back listening to the music and enjoying the pleasure of being with these two women.

"I think we should probably straighten up a bit," Terry eventually said, a rasp catching in her voice.

I sat up and looked around the studio. Terry's shirt, bra and skirt were hanging over a chair, but her thong had landed on the floor a few feet away. I still had my shirt on but my pants and underwear were sitting in a pile on a table. Julie was fully clothed, and she was furiously working on one last sketch.