Larry: Modeling with Anne

I've been modeling for a camera club. It used to be risque pictures with the photographers' wives, but the last time it had been full on sex with one of the photographers' wives. So, soft core to hard core, if you will.

She had led the entire interaction and I'd just been following along trying to keep up. So, here we are at the next time I'm going to model with one of the photographer's wives and it's this slightly older, maybe early forties, woman that I've modeled with before, Anne.

Anne is OK looking, a little bit tubby and is obviously conscious of that.

She was wearing slacks, heels and a blouse. She looked well put together, if not particularly sexy.

She was nervous, like last time, but this time she seemed a little excited too.

They have the use of a warehouse that's sectioned off into sets for shooting advertising for small local companies, and this time they'd chosen a set of a living room.

Anne and I went and sat on the couch together.

"What do you want to do?" I asked her.

"Um," she started. "How about you pretend like you're watching a game on TV and I'll be trying to distract you?"

"OK," I said, "I'll just follow your lead."

Anne got up from the couch and walked in front of me. Pretending to watch a TV behind her, I leaned to the side so that I'd be able to see around her. I did my best not to watch as she unbuttoned her blouse.

She untucked her blouse from her slacks and took it off, wadded it up and tossed it towards me. I caught it and put it on the couch next to me absentmindedly. She had her back to them, so the photographers were starting to move around to get different angles on the scene while hopefully not getting into the picture, but I was watching her with my face pointed like I was looking past her.

Anne was wearing a camisole top underneath her blouse. I could see the cream colored straps of her bra underneath that. She reached behind her and unhooked her bra. She slipped the straps down her arms and off her hands, pulling it underneath her top and threw that towards me as well. It didn't make it all the way to me, landing on the floor by my feet.

I bent down and picked it up, putting it on the couch with her blouse.

When I looked back up at her she was unbuttoning her slacks. She started to slide those down her legs, quickly revealing matching cream panties. When she got to her ankles she stepped out of her shoes, one at a time, pulled her foot out of her slacks and put it back in her shoe.

Holding her slacks, she came over to the couch and moved her blouse and bra over to the side, dropping her slacks with them.

She sat on the couch next to me and leaned over to put her head on my thigh. I was pretending to watch TV as she started to unbutton my pants.

I sat there, pretending not to be paying attention to her as she unzipped my fly and got my prick out. She stroked her hand up and down the shaft.

I was still pretending to watch the TV as she stuck her tongue out and licked it. That was new. She'd had to be coaxed by her husband to touch me the previous time we'd modeled together.

I could feel my prick getting hard and I saw her look towards her husband in the group of photographers. I didn't see his reaction, but it must have been positive because she went back to gently licking my prick.

"Show us your tits," one of the photographers said.

Still watching the TV, I felt her moving around awkwardly to slide the straps of her camisole down, baring her tits. I could see her large nipples from the corner of my eye. She started pulling at my pants and I lifted my ass slightly to allow her to pull them down to my hips.

I leaned back further and she put her head against my stomach, holding my prick and licking around the head. I continued to stare at my imagined TV out there with the photographers.

All of a sudden I felt her hot mouth go over the whole head, her tongue swirling around it. While I remember Sue being better with her mouth, I wasn't going to complain.

Her hand slid down, cupping my balls. Her fingertips stroked and squeezed, gently. I put my hand on her head, stroking her hair.

I glanced down at her. Her camisole was bunched around her stomach, and I figured that was probably something she'd planned.

"Squeeze her tits," one of them called out.

I looked down at her and she nodded. I looked back towards them, then slid my hand down her neck, across her back and round to her chest. Her large tit filled my hand, overflowing between my fingers as I squeezed it. I could feel her nipple getting harder.

We stayed like that for a while as the photographers rotated through, taking closeups. Mostly of her mouth on my prick, but also of my hand on her tit.

"Now lose the panties," one of them said. We both glanced up at him. It was her husband.

She clambered up off the couch and, with her back to me, pulled her panties down. She bent at the waist, away from me, to pull them off her feet. Her feet were slightly apart and I could see her neatly trimmed pussy between her large ass cheeks, looking all fat and pink. It looked she was aroused.

Still with her camisole around her middle and with her high heels on, she turned back to me. I could hear the shutters clicking as she sashayed back to the couch and lay down next to me again.

He head went back to my lap and she took hold of my prick again.

"I want you to cum in my mouth," she said to me softly.

Her mouth engulfed my prick again and I started to move my hand down to her tits again.

"Play with her pussy," I heard.

I glanced up at them for a second, then slid my hand further down, over her bunched up camisole to her pubic hair. I scratched at it with my fingernails as she sucked my prick.

She lifted her leg, bending it at her knee so it was supported with her knees apart. I continued scratching just above her slit and she let go of my shaft, still sucking the head and moved my hand down to her pussy.

I ran my fingers over her clit, down through her labia and back again and I felt her shudder slightly.

Again, we stayed like that for a while as the closeups were taken. She seemed to be trying to get more of my prick into her mouth, but I'm used to women not being able to get it all in.

I was watching the photographers when she closed her legs again, trapping my hand between them. She'd stopped stroking my shaft and her tongue stopped moving. She was breathing heavily through her nose and I felt a trembling as she came.

I looked down at her face. She had her eyes closed and her stretched open mouth was smiling at the corners.

She sighed through her nose and went back to stroking my prick up and down. Her tongue started working again.

She started moving her mouth up and down a little and her hand slid down to my balls, stroking them.

She slid her other hand under my leg and started feeling my balls from below. Her hand moved to the shaft and started jacking me off as she sucked. It didn't take long until I was starting to tense up and she seemed to sense this - she sped up until I was cumming in her mouth. I looked down and watched her swallow.

"Oh," her husband said, "I wanted you to cum on her tits."

She took her mouth off my prick.

"And I didn't want him to do that," she said to him.

She smiled.

She pulled her hand from under my leg and got up. She pulled her camisole straps up and put her arms through them. She went and collected her panties and I figured we were done. A few of the guys took pictures as she got dressed and I got up and pulled my pants back up, doing them up.

I stood back and watched her husband come and hug her as the rest of them were playing with their cameras, showing each other the pictures they'd taken.

I nodded to John, their leader, grabbed my jacket and headed out.