Note: This story was dynamically reformatted for online reading convenience. Annabel's Art Class by Chris Hailey, Copyright 2015 Story codes: Mg(12), MFg, Mfg, oral, anal, first, rom Summary: Twelve year old Annabel takes a course on drawing the human form, and learns a great deal about the human body as a result. ================ Annabel Richmond was so nervous when she walked into the room that she couldn't even look at her new classmates. She just found an empty stool in front of an empty easel, set down her big sketch pad, and started digging through her bag to retrieve her charcoal pencils. "Here, let me help," a kindly voice next to her said, and Annabel saw her sketch book lifted from its leaning place against the stool, up and onto the easel. "Um, thanks," Annabel said, looking up as she pushed too-thick glasses back onto the ridge of her nose. "No problem!" The girl who belonged to that kindly voice flashed the world's most perfect smile at her. Annabel's instinct was to immediately avert her eyes. She hated making eye contact, even with normal kids her age, but this girl was knock-down gorgeous and looked like she was probably a senior in high school, seventeen years old or something like that. "I'm Carly," Miss Perfectsmile said, extending her hand. This time, for some reason, Annabel didn't avert her eyes. This girl, Carly, looked really nice. She really did have a perfect smile, not just the plastic fake friendliness that Annabel had expected. "Hi, I'm Annabel," she said back, and reached out and shook the girl's hand. "Thanks, um, for the help." "Of course!" Miss Friendlyvoice said. Deep down inside her cold cynical heart, Annabel was really glad that she had a new friend, or at least someone who was reasonably nice to her, in the art class. She had been basically terrified from the moment her parents told her that her seventh grade art teacher had said that she had "enormous potential" and would greatly benefit from a class for aspiring young artists on drawing the human form that was being taught at the local college of design. She was never very comfortable around strangers anyway, and she could tell from the description of this class that it was mainly for older kids, for highschoolers. She just knew that she would be the youngest kid there, and probably the worst artist, too. So it was sure nice for timid little Annabel to discover a friendly face sitting on the stool next to her. In addition to her perfect smile, Carly was a beautiful girl otherwise. Actually, Annabel thought to herself, "woman" would be a better word to describe her. Annabel couldn't help but feel terribly insignificant next to Carly, just an unremarkable little girl compared to this gorgeous woman. Carly had long straight sandy blond hair and pretty blue eyes and little freckles; Annabel had her uncontrollable brown hair in a tomboy sort of cut, kept short to hide how completely out of control it was, but even so, clumps of unruly hair stuck out here and there, making it look like she had just gotten out of bed. Her sadly plain brown eyes were hidden behind ridiculous glasses, and her blotchy pinkish face made her look like a six year old child except for the evidence of the chance outbreaks of acne that were beginning to plague her. Annabel was certain that Carly was wonderfully womanly in other respects, too, whereas she herself was completely flat-chested--OK maybe not completely flat, but basically so--even though she was twelve and going to turn thirteen in just a couple months. She just felt like a little kid next to such a wonderful woman like Carly. "I'm so excited for this class!" Miss Wonderfulwoman effervesced from the stool next to Annabel. "Yeah?" Annabel responded, trying not to hunch over like she usually does. "Yeah! Julia's such a good teacher! Have you ever taken a class from her?" "No." "Oh, this is like my third class from her. She's so good." "I'm kinda nervous," Annabel confided in her new friend. "Why?" "Um... I guess, I'm like lots younger than all of you." Her eyes quickly darted around the room, looking at her other classmates. There were five other girls, all of them around Carly's age. Annabel just knew she would be the youngest girl in the class, but it was scary how there wasn't anyone even close to her age. "And I'm sure you're all way better than me." Carly laughed. "I wouldn't be so sure! Besides, Julia's so good, she'll help you tons." "Is she here?" Annabel asked, looking around for the teacher. "No, she's always late. She's a total scatterbrain!" Right then the classroom door swung open and a woman rushed in, red-faced and flustered. "I'm so sorry, girls, running late!" the woman said, tossing a big carpetbag on a chair by the door and pulling a shawl off of her shoulders. "Now, I think I know all of you, except..." The teacher looked down at a piece of paper she'd dug out of her bag. "...Annabel Richmond. That must be you?" She looked up at Annabel with a really friendly smile. Annabel nodded. "Well, welcome, Annabel! Do you go by Annabel?" "Sure," she said, feeling nervous. "I mean, whatever." The teacher laughed. "Annabel it is, then. I'm Julia. I'm very excited to have a new girl in my class!" Annabel felt a bit more comfortable after that. "OK, now, everyone ready?" the teacher said. "Our model for today is waiting out in the hall, I'll just run out and get him." "Wait," Carly said in a whisper, leaning over to Annabel, "did she just say 'him?'" "Yeah, she did!" Annabel whispered back. "Wow, a male model! I wonder if he's going to be naked!" Annabel's heart skipped a beat when Carly said that. She'd never seen a man naked before, well, except for her dad when he was getting out of the shower or whatever, but she always looked away then. And of course she'd seen stuff on the internet. But never a real live man, never a real live stranger that she didn't even know! The teacher, Julia, came back in the room and a man followed her in. Annabel felt all funny when she saw him. He looked like he was maybe in his thirties, and he had dark brown hair that was kind of curly but pretty short, and a solid, rigid face with dark eyes and a square chin. He was really handsome! He was wearing a big button-up shirt and a pair of sandals and loose white trousers, and Annabel could tell that he was quite tall and he had big, broad shoulders and a thick chest that made him look very strong and masculine. "Wow!" Carly whispered to her. "Yeah!" she whispered back. Julia talked to them for a little while about what sort of drawings she wanted them to do. "First, we will just do some quick sketches, just some forms. Concentrate on certain areas, like the shoulders, or the legs, or the abdomen. That way you get an idea for the shapes and contours. After that we will do a more serious sketch. OK? Everyone ready?" Standing off to the side, the man started unbuttoning his shirt while the teacher was talking. He slipped it off his shoulders and quickly folded it and set it down on a chair. Annabel's heart skipped a beat at the sight of his large chest. This man was beautiful! He wasn't exactly muscular, but he was definitely big and strong, and he had a bit of dark hair covering his chest, and a little more down on his belly. She couldn't help looking at his belly, it looked so tight. For a moment she found herself wishing she could run her fingers through the hair on his chest and belly and she felt herself get a little warm at the thought. The man slipped his sandals off, and then pulled his pants down. All he had on now was a pair of boxer shorts. He slipped those down, too, and he was completely naked. Julia was still talking about how to draw the shapes and contours she wanted them to work on, but her words were sort of lost on Annabel. Her whole body was in a weird flutter as she stared at the naked man, who was folding his pants and underwear and putting them on the chair with his shirt. She just sat there on her stool and stared. She had never seen anything in her whole life as exciting as this naked man. As he started walking towards the middle of the room, she found that she couldn't keep her eyes off his penis. It was fairly small, and hanging down, resting on his testicles. His testicles seemed really big to Annabel, they were even kind of lifting his penis up a bit so that it was sitting up on top of them, and they looked red and swollen to her. "Oh, wow!" Carly whispered again, leaning over towards Annabel as the man walked into the middle of the room. "Yeah," Annabel whispered back, unable to take her eyes off of his penis. As he walked, she could see his testicles swing a little from one side to the other, and they even seemed to be a little bouncy! She remembered how girls at school call them "balls," and that made her smile. Big bouncing balls! And his penis moved, too, it sort of flapped a little from one side to the other, rolling back and forth over his "balls" as he walked. She was a little disappointed when he got to the center of the room and stopped walking. She really wanted to see his penis moving around some more! It was really fun to watch. But, at least the fact that it had finally stopped moving momentarily broke the spell she was under and she noticed that all the other girls were already busy making their figure sketches, so she managed to finally look away and concentrate at least a little bit on her drawing. Annabel made a few quick sketches, trying really hard to focus on other parts of his body. But he was standing right in front of her, facing right at her, and she just had the hardest time keeping her eyes off of his balls! They were so beautiful! And as she stated at them, she felt all fluttery and warm, and then she felt wet. Oh my God, she thought to herself, I'm getting wet! As difficult as it was, she managed to do some credible figure sketches, and after about fifteen minutes, Julia told the girls to start work on a more serious sketch of his entire body. Annabel tried her hardest, even though she was feeling flustered and totally distracted. All the other girls seemed to be doing just fine, sketching away like crazy, so Annabel tried really hard to clear her head of all the thoughts she was having and just focus on drawing. She decided the best thing to do would be to avoid drawing his penis at first. Draw everything else first! So that's what she did. After another fifteen minutes, she'd finished up what she thought was a pretty good drawing of the guy. There was only one thing left. OK. She took a deep breath and decided to try to do what she did with his body, don't look right at his penis, just look at each individual part and draw that first. She started with the hair that he had above it, which was difficult enough for the poor girl because it looked so beautiful, dark and masculine. Then she looked down at his penis again. Right as she looked, she saw it twitch. Her breath got a little short again. It was weird, how the thing moved! How cool! Then it twitched again, and this time it seemed to rise up a little bit. It made Annabel's heart race, watching how the silly thing was moving all by itself, almost like it had a mind of its own. The model's penis twitched again, but this time Annabel noticed that it was changing. It was starting to get a little thicker, and starting to stand up a little bit. And she could see how the head was starting to get a little bigger, and change color, too. Before, it was a sort of pale purple color, but now it was starting to get a little blotchy and reddish. In fact, his whole penis seemed to be getting reddish as it thickened and started sticking up. At first, Annabel just thought it was cool to watch how the weird thing moved and changed even though the guy was standing still. It took her a little while to figure out what was actually happening. By the time she figured it out, his penis had already gotten lots longer than it had been before. Before, it was maybe two or three inches long; but now it was at least four inches, maybe even longer. And it was getting way thicker now, and it was standing up all by itself! The sight of it took her breath away. Literally, she was having trouble breathing as she watched that strange beautiful penis become erect right before her very eyes. By the time it stopped moving and changing, it was sticking straight out from the man's body. It was pointing right at Annabel! It just looked so huge to her. It must have been 6 inches long now, maybe even longer, and it was unbelievably thick and stiff! And it was standing up so much that it was even pointing up, sort of curving upwards and she could see the underside of it, and it was so weird! His head folded up kind of funny, like it was a big reddish purplely helmet! "Um..." she heard Julia say with perhaps a little giggle, "is everyone done then?" Even though Annabel couldn't take her eyes of that huge beautiful thing sticking out at her, she realized that none of the other girls were sketching anymore. They were all just sitting there staring, just like she was! And, all the sudden she really, really, really wanted to draw the man's penis. So she went back to her sketch pad and quickly scratched away with her charcoal pencils for a couple more minutes until she had finished the drawing. "Well," the teacher said after the man had put his pants and shirt back on and left the room, apparently rather embarrassed by what had happened. "That was interesting." There was a lot of nervous laughter in the room. "So, how about a vote, girls? How many of you want him to come back again next week?" All the other girls shot their hands in the air immediately and everyone laughed. Annie lifted her hand, a bit more slowly than the others. "Can I see your drawing?" Carly asked, leaning over to peek at Annabel's picture. "Oh my god!" she said, her eyes wide. "You drew him with an erection!" Annie suddenly felt terribly embarrassed. "You didn't?" "No! I was all done before... You know, before it..." "I drew... all the rest of him, first," Annabel stammered, "and then..." Carly was staring at Annabel's sketch. "That is so good! Oh my god, that is so hot!" Other girls noticed Carly's exclamations, and pretty soon they were all crowded around Annabel's easel. Even Julia. "That is an excellent likeness, Annabel," the teacher said. "And your... ability to capture his anatomy is... quite good." All the girls giggled. ----------oOo--------- Annabel was early for class the next Saturday. Her parents needed to do some shopping, so they dropped her off a half an hour early. And so she was just sitting on the stool in the classroom in front of her easel, watching the minute hand on the clock slowly, oh so very slowly, make its way around the numbers. Suddenly the door opened and the man, the male model from the week before, walked in the room. Annabel's heart skipped at the sight of him. "Oh," he said, "sorry, I..." "It's OK," Annabel said back, pushing her stupid thick glasses up on her nose and then slouching embarrassedly on her stool with her hands in her lap. "Um, I was just going to change, I just, I can..." He turned to walk back out the door. Annabel felt her face get warm. "It's OK," she said, not even sure what she really meant. "Yeah? You don't mind if I just quick change here?" She really couldn't say anything, her breath was so short. She just shook her head, then decided that was maybe not the right gesture, so she switched to nodding, feeling silly as her head rolled comically about, seemingly unsure what it was supposed to do. The man looked understandably confused. "It's just..." He said, sort of gesturing in the direction of the hallway out the closed door, "...the bathroom is a long ways away, and..." "It's OK," she managed to squeak out. She sounded really nervous. "Yeah? You don't mind?" This time when she wordlessly shook her head, at least it seemed to be the right gesture. She sat hunched in her stool, her face burning, as she watched him pull off his shirt, and then his undershirt. He reached over to his duffel bag and pulled out a pair of grey cotton shorts. Annabel heart was fluttering as she watched the man kick off his socks and shoes, and pull his pants and underwear down. She stared, unable to look away, as his beautiful penis shimmied and bounced while he pulled on the shorts. She thought it was sort of funny, how he didn't even turn away from her when he took his pants off. It almost seemed like he wanted her to look. But, she figured, he's a model, it probably doesn't even occur to him to turn away, he's so used to it. He put his clothes in the duffel bag and then looked back over at Annabel. "Julia asked me to wear shorts for today's session," he said with a little sheepish grin. Annabel laughed nervously. She noticed that she could see the shape of his boy parts through his thin shorts. She could see the cute little length of his unerect penis, leading to the perfectly visible head at the end of it, and she could see his big testicles underneath. She was glad that even if he had to wear shorts, she could still see so much! "So how'd your sketches turn out last week?" the man asked her. "Um, OK, I guess." She hated how nervous she sounded. "Mind if I see?" That really made her face get hot! She really didn't want the man to see the picture she'd drawn of him. But he walked over--penis shimmying visibly inside his shorts as he walked--until he was standing next to her and looking at her sketchbook on her easel. She opened it to the first couple of the quick sketches she had done, of his neck and shoulders. "Wow," he said, "your form is very good." "Yeah? You really think? -¯ -¯Yeah, I do a lot of sketching, and these are really good!" He reached out and flipped the page, then flipped it again. Annabel knew that if he flipped the page one more time, he would be looking at the full-body drawing she'd done of him, with his big erection. Her face got warm and her heart started pounding as he reached out and flipped the page again. He stood still and silent, just looking at it. The longer he took to say anything, the hotter Annabel's face got. She felt terribly embarrassed. "Wow," he finally said, not taking his eyes off the picture. "That's excellent." Annabel couldn't bring herself to say anything in reply. "You have an incredible talent." "Thanks," she managed to croak out, trying so hard to not sound embarrassed. The man looked at her with a rather sweet smile, apparently aware of her embarrassment. "Well," he said, "I really love art like this." -¯Yeah?" "Yeah. With just a few strokes of a pencil, you really captured something..." He seemed to search for the right word. "..something very erotic." "Erotic?" Annabel said, her voice cracking entirely now, her face dark red. "I'm sorry," he said. "I didn't mean to embarrass you. It's just, it's really quite well done." -¯It's OK," she said, quiet and breathy, trying to stop her voice from cracking. -¯I paint a lot of erotic paintings," he said. "Yeah?" "Yeah, it's my specialty!" He grinned. "Do you paint?" "Yeah, I mean, like to paint." Her voice sounded a little less nervous, thank God. This guy was so nice, he made her feel really comfortable! "I'm not very good at it though." He looked back at her sketch. "I bet you're excellent. Hey, since you did such a great job on this sketch, maybe you should paint me?" "Um..." was all she could muster in response. "Sorry," he said, looking back down at her. "Didn't mean to put you on the spot or anything." He reached out and flipped her sketch pad closed again. "Anyway, you have incredible talent." "Um..." she said again. "Hey, my name's Nicholas, by the way." "Oh," she said, struggling to find her voice. "I'm Annabel." "What a pretty name." "Thanks." "Well, let me know if you ever want to do any painting, Annabel. I've got all the supplies you'd ever need, if you just want to stop by. Or... I could just show you my paintings, if you want." "Um..." Annabel tried very hard to form the words she wanted to say, even though her heart was pounding. "I think... I think I'd like that. I think I'd like to paint you." "Really?" The man's face lit up in a big smile. "Great! When can you come over?" "I think I could, today, after class. Would that work?" "Sure!" "I... I'll text my mom, and tell her..." Annabel just stood, her eyes wide and her mouth open, as she looked in through the doorway of Nicholas's apartment. She couldn't believe what she saw. There were tons of paintings everywhere. Every available square inch of wall hung with paintings. There were even some leaning against the wall on the floor. He seemed to have an eclectic style; there were paintings of buildings, of gardens; some were completely abstract colorful studies in shapes and textures. As she walked into his living room, she noticed that there were several pictures of women. She stopped in front of one large painting of a woman's face in simple black and white lines against a blue canvas. It was a beautiful painting of a beautiful woman, and as she stood in front it, she knew he poured his heart and soul onto the canvas, in an almost painful effort to capture the beauty of the woman. She wasn't sure exactly why, but she felt an odd feeling, her heart falling slightly, as she realized that Nicholas must be in love with this woman. "This is beautiful," she said quietly. "Thank you," he responded, equally quietly. "Is she, like, your girlfriend?" For some reason, she was almost too nervous to ask the question. He stood next to Annabel for a moment, looking thoughtfully at the painting. It seemed like maybe he was contemplating how to answer. "No," he said finally, "not really. Just a friend." Annabel wondered if he was lying to her, and as she turned her head she noticed that the next painting, this time in light, sunny tones, was the same woman, nude, lying on a couch with her legs spread open. To Annabel, was a very... erotic picture, like something out of the porn magazines that she found under her brother's bed one time, and Annabel knew immediately that Nicholas and this woman were lovers. That realization made her feel weird, like, jealous? That was just stupid. Why would she feel jealous? She hardly even knew the man, and certainly he wouldn't be at all interested in a girl like her, right? She's way too young, and way too ugly, with her stupid glasses and her acne and her hair that looked like she just got out of bed. She was nothing like this beautiful woman. She was just a boring plain little girl in comparison. But still, she felt jealous. "So, should we get started?" he asked her. "OK!" She tried to sound cheerful but it came out more like she was trying too hard to be enthusiastic. That made her embarrassed, but the truth is that suddenly, what she really wanted was to paint the best picture of him that she possibly could, so that he would like her more than this woman. She knew he'd never be interested in her for her body, but maybe he would be interested in her for her art? She looked around at other pictures, of other women, hanging on the walls and leaning against them, many of them in similarly erotic poses: one was standing holding her flowing robe open to show her body; another was on her hands and knees with her bottom facing the painter. That one was an unbelievably dirty picture and it made Annabel feel squirmy and wet. There must have been ten or more pictures of women in various states of undress, and various erotic poses. Annabel couldn't help but wonder if he was having sex with all of them. Wow. That's a lot of sex! For some reason, that made her want him to like her all the more. She had a fleeting thought: Wouldn't it be wonderful to have a man who could have all these women? Wouldn't it be wonderful to be with a man who had all this experience, and could teach her so much? And even though he can have all the girls he wants, all these women, wouldn't it be wonderful to have him choose her? At least sometimes? "Come on," he said, putting a hand on her back, "let me show you my studio." Annabel Richmond could hardly stop her hands from shaking as she stood in front of an easel, charcoal pencils in hand. "How do you want me to pose?" he'd asked as he walked into the room, completely naked, his penis small and swaying delightfully. "Um..." She could hardly even form words as she just stood there and stared. "Maybe... Maybe you should sit on the couch?" She suddenly wanted to paint him in the same pose as that woman, the one that she was sure was his girlfriend, the one with her legs spread wide like a porno picture. But she was way too embarrassed to tell him that! "So just..." he said, sitting down on the couch, "just sit here? Like this?" "Um.... Maybe you should kinda lean back and...." Her face was getting really warm. "And, like, spread your legs?" She felt really stupid when she managed to blurt that out. He smiled at her, a look that made her heart twitter for a moment, and then he leaned back and spread his legs. Annabel had a perfect view of his beautiful penis, the best view she'd ever had, and it was so gorgeous! His testicles were kind of hanging down now, lying against him, and his soft penis was just sort of lying on top of them. She just couldn't help staring, she thought it looked so cute, just lying there like that! And as she stared, she saw it twitch, and twitch again. And then Annabel's heart started racing, because she knew what was going to happen. He was going to get another erection! She was going to get to watch him get a big boner again! The girl just stood there and watched, her breath short and her heart racing. She saw the head getting thicker, and turning a little reddish. And she saw the penis getting thicker, too, and starting to rise up off of his balls. And then it stopped twitching but just started growing, getting thicker and harder but especially getting longer. It was amazing how long it got! From a cute little two inch penis to a great big intimidating six inch long cock! The other thing that Annabel noticed this time, that she hadn't noticed before, was that his balls were moving, too. They were moving all on their own! The scrotum seemed to be tightening up, pulling his balls up away from his body and holding them underneath his erection in a tight little sack. Oh my god! His penis was the most fascinating thing she had ever seen! "I'm sorry," he said, looking down. "That's, uh... That's not supposed to happen..." Annabel felt totally embarrassed, like, she knew she was just standing there staring. She cleared her throat so that she could say something, but no sound came out. If she could have said something, if she'd had the nerve to tell him what she really wanted to say, she would have told him that it was OK, that she loved it, that she wanted him to always have an erection whenever he posed for her! But she couldn't say anything, all she could do was just stand there and stare at that beautiful erect cock. "It's just," he said, looking at her, "the way you look at me, it makes me... Well, it makes me get hard." "I'm sorry," she said. "I just... I've never..." "Don't apologize! I like it! But maybe we should, I don't know, do this another time?" "No!" she said, louder than she meant. "I like... I like it. I want to paint you like this." He smiled at her. "Good! I really like that drawing you did of me, it was very, um..." Like before, he seemed to be searching for the right word. "...sensual. I really liked how you managed to capture that feeling." Her hands were shaking pretty hard as she started doing some charcoal sketches of him on her pad. The first one was terrible, due to the shaky hands. The second was reasonable, she was finally beginning to settle down. The third was actually quite good, and she chose to use it as the basis for the beginning of her painting. Earlier Nicholas had offered her a canvas, and she set it on the easel now and lightly drew his shape in charcoal on it, mainly using her previous drawing to guide her. Once she was reasonably satisfied with the sketch, she began painting, dark mixes of blue and brown for shadows, burnt ochre mixed with white and a tiny bit of pink for his skin. The biggest problem she had with painting him was that she was feeling rushed. She rarely completed a painting in one sitting, never in less than an hour or two. And yet, within fifteen minutes of completing her final sketch on the canvas and beginning to apply paint, she noticed something interesting, and disappointing. His penis began... deflating. That seemed like an odd choice of words to Annabel, but it perfectly described what was happening. His big solid erection started drooping a little, and his penis was shrinking. At the same time his scrotum sees to loosen and his balls hung back down onto his body. She felt sort of bad, as she watched his cock turn back into a little penis again. She wasn't entirely sure why she felt bad. Maybe he was getting bored? It made her feel bad that he was bored and it made her want to paint him quicker. But also, she wondered if maybe she just was sort of inadequate for him. Like, she wanted to think that the reason he got an erection when she looked at him was because he found her attractive. But that was just stupid. Of course he didn't find her attractive, she's just a dumb plain boring twelve year old, not nearly as pretty and sexy and interesting as his girlfriend. Or at least the woman she figured must be his girlfriend. "I'm sorry," she said, "I'm taking too long." "Not at all! Why do you say that?" "Um, well..." She couldn't help looking down at his cock, now no longer standing up erectly, although it was still a bit longer and thicker than it was at the beginning, before he got an erection. "Oh," he said , looking down himself, then looking at her again. "You need me hard for your painting? I can make him hard again." She thought it was funny that he referred to his penis as a "him." And she wondered how he would make "him" hard again. "I've already got it all done, all drawn, on the painting." He smiled at her. "Good!" Annabel worked on the painting for another fifteen minutes or so. It really needed a lot more work than that, but she was so worried that Nicholas was getting bored that she figured she needed to finish it up as quickly as she could. It wasn't a great painting at all, but, really, it wasn't too bad. She was OK with it. "Well, I'm kind of done," she said. "Do you want to see it?" "Yeah!" Nicholas said. She took the canvas off the easel and walked over, closer to him, and showed it to him. He sat up a little bit and looked at it. "Wow," he said. "That's really good!" "It's not really finished yet," she said. "It's just..." She felt really strange standing there talking to a man who was completely naked! "Take all the time you need, Annabel," he said. "Or you can always come back later, like, next week, or whatever." "Maybe... I was thinking, maybe, I could just do some more sketches? And then maybe finish the painting later?" She usually did this when she painted---set the painting aside for a while before she finishes it. "Sure!" he said, his pretty brown eyes twinkling at her. "You want me to just lean back like I was before?" "OK," she said. He leaned back against the corner of the couch again, and Annabel practically ran back to grab her sketchbook and her charcoal pencils. Then she came back and sat down on the end of the couch opposite him. "Is it okay if I sit here?" she asked. He smiled at her. "Of course!" She turned towards him, one leg crossed up on the couch, her sketchbook held on that leg, and began sketching. She had an absolutely perfect view of his penis now, right there only about two feet in front of her, and she just couldn't help herself, she just started sketching it. All that she sketched was his adorable little soft penis. She drew it exactly how it looked, his balls hanging down against him, having gotten all hangy-down again (what weird things!!!), his cock now small and "deflated." But only about one minute into her sketch, she saw it twitch. And within about fifteen seconds, it went from a cute little two inch penis to a huge erect cock again. It was the most amazing thing! It was amazing how quickly he got in an erection! Annabel quickly flipped the page of her sketchbook and begin sketching again, very rapidly now. She was getting rather good at drawing his penis! And she really wanted to get it just perfect now that it was erect. After a couple of minutes, she turned her sketchbook around and showed him what she had drawn. "Wow..." he said. "You... Wow!" "Do you like it?" Annabel asked him. "Oh, man, it's so good!" Annabel felt proud, and sort of happy. She flipped to the previous page of her sketchbook and showed him the first sketch, of his penis when it was small. He grinned. "Wow! That's really good, too!" "I'm... I'm glad you like it." "They're very sexy drawings, Annabel. They... They really turn me on." Annabel's heart started to pound. "They turn you on?" "Yeah, " he said. "They are so sexy! I can't believe how much detail you can capture, so quickly!" "I..." Her face was getting hot, and she knew it must be turning bright red, but she really wanted to say what she was thinking, so she just said it. "I'm really glad they turn you on." Annabel looked down at his cock, standing up so big and thick, and she hoped that maybe he would like her more than the girl in those paintings, now that she had done some drawings that "turn him on." But she also knew that that woman, all of those women, do things for him to make him feel good when he's turned on. And, Annabel realized, she really wanted to do that, too. Without even thinking about it, without asking his permission or anything, she reached her hand out and touched his cock. At first, she just used her index finger. She just brushed it lightly along the underside, up to his head. It was fascinating to her how soft his skin felt, and how hard it was underneath. Unbelievably hard. And when her finger got to his head, it twitched. You could even say it "lurched!" That made Annabel smile; she just loved how the strange thing moved around like it had a mind of its own! And right at the same time as it "lurched," she heard him make a funny noise, like, maybe just a little exhale of breath, but maybe also like a little moan? It made the girl so excited, to think that maybe her finger touching him was making him feel good! She brushed her finger over the tip of his cock for a moment, amazed at how soft and gentle his head seemed to be. It twitched a couple more times as she rubbed it like that, and she could hear him breathing hard and it made her smile. And then, without even looking up at him or asking for permission, she wrapped her fingers around his cock. She kinda knew what she was doing, she'd seen girls do this on the internet, but at first she just held onto it. It was so amazing, how thick and hard it was! When she started moving her hand up and down, like she'd seen on the internet, she was surprised at how loose the soft skin around his erection was. If she gripped it tight enough, the skin would move up and down with her hand! "Oh, Annabel," he whispered when she started moving her hand up and down. She finally looked up at him. His face was red, and he was breathing hard, and he was looking down at her with glassy brown eyes. "Does it feel good?" she asked him. He nodded. "Yes," he said, all breathless. "Good," she said. "I'm glad." "Oh, Annabel," he whispered again. She reached her other hand out now and touched his balls, just lightly stroking them while she rubbed his cock with her other hand. His scrotum was really tight now, pulling his balls up against him, but they still seemed so big! The skin was wrinkly and funny, kind of leathery but very soft and she liked that a lot. As she stroked his balls, her heart was racing and she felt herself getting all wet between her legs. What she wanted more than anything in the world right then was to learn about the sperm that she knew those beautiful balls made. What did it look like? What did it taste like? What did it feel like? What was it like to have it inside her? That's when Annabel realized that she wanted to have sex with him. She didn't really know what to do about it, or even really that she wanted to do anything about it at all. It was more just a feeling that she had, a really exciting feeling that she'd never felt before. A realization that sex was fun and good and that she was starting to be "grown up" enough to want to do it. She really liked that feeling, even if she didn't ever act on it at all. While she was thinking those thoughts, and rubbing his cock and petting his balls, she saw a little liquid come out of the hole at the tip of his cock. It was clear, but a little frothy; a couple of little white bubbles appeared as the liquid came out. Is that sperm? she wondered. Is that his semen? Is he coming?!? She was really excited to find out what it tasted like! She knew that girls kissed and licked men's cocks, she'd seen that, so she just leaned over and licked the liquid, just to find out what it tasted like. It tasted funny, sort of salty and warm, but also a little sweet. Not too bad! She liked it! When she licked him, he let out a low, deep breathy moan, and it made her feel so excited, to know that it made him feel good when she licked him. And so, she licked him again! And again! And pretty soon she was licking all over his head, and he was moaning a lot now and breathing really hard! She just knew she was making him feel really good and that made her so happy! "Oh, Annabel," she heard him say in a breathy whisper. "Take it in your mouth! Take my head in your mouth!" Annabel's heart was pounding really hard now. She wanted to do everything she could to make him feel even better, so she opened her mouth really wide and took his whole head into her mouth, just like he told her to. His head was so big, big and thick, that it filled her mouth completely and she could hardly breathe. But she loved the way it filled her mouth. She loved the way it filled her up so full and she loved how it made her feel good, so grown up, to have his big beautiful head in her mouth. And when he reached down and put his hands on her head, she felt really happy. It was really the first time he'd touched her, and she loved it. He just held her head and she felt so dirty and wonderful to be sucking on a man's penis while he held her to him. "Oh, Annabel! You're so beautiful!" he said, much louder this time. Her heart raced when he said she was beautiful. No one had ever said that to her before. Maybe her parents or whatever, but no boy. No man. And she just loved it so much, knowing that he thought she was beautiful! "Oh Annable!" he said loudly again. "Oh baby I'm gonna come! Ohhhhhh!" Annabel's heart was on fire now. She could feel his legs shaking, and she was so excited! And he let out a low, long grunting sound and then all of the sudden she felt something spurt out of his cock and into her mouth. And she knew what it was, it was his sperm, it was his semen, it was his cum! He was coming in her mouth! Another spurt came out, and another, and she swallowed it just as more came out. Eventually it stopped coming out of him and she pulled her mouth off of his head and swallowed what was still in her mouth. If she'd thought about it, she probably didn't really like the way it tasted, but she felt so happy right then, she didn't even care. She had made him ejaculate! She couldn't believe how much he had ejaculated, it seemed like it just kept spurting out of him, and she knew it felt really good for him and she was very proud that she'd been able to do it. She felt very grown up right then. Even after he had finished ejaculating and she had taken her mouth off from around his head, she noticed it was still twitching. What a silly thing it is! Always moving around! And when it twitched, she saw that a little bit of white stuff came out of the tip of his penis and dribble down the backside, and so she leaned over and licked that up, too. "Annabel," he said, "you are so wonderful!" She looked up at him. "Wonderful?" He laughed. "Yes! Wonderful! And beautiful!" Annabel's heart lept. "Beautiful?" "Yes! Beautiful and sexy and talented and dirty!" They both started laughing. And then he sort of sat up, and put his hand on her chin and lifted her head up and he leaned down, and he kissed her. Right on the lips! Annabel felt so happy when she left his apartment that afternoon. ----------oOo--------- "You're a little nervous, huh?" Nicholas said to Annabel as they walked into his apartment the next Saturday. "It's OK if you don't want to do this. I mean, you can just model for me with your clothes on, I'm perfectly happy with that." As he spoke, Annabel's eyes fell on the painting of his "girlfriend," lying on the couch with her legs open. She just knew that's what he liked in a girl. She knew he'd be nice to her, no matter what she decided to do, because he was such a nice guy. But she knew that he'd only really be into her if she would let him paint her naked. And she wanted to do that for him. If this this other stupid woman is willing to pose like that for him, why not me? I want to do this! she told herself. I want to! "Um, no, it's just... I've never... " "I know, your first time posing can be scary. Seriously, let's just paint you with your clothes on this time." As Annabel stood there she thought about her art class earlier that day. Nicholas hadn't been their model, it was a woman this time, a college girl. She's had no problem being naked for them. Annabel had sat there feeling all nervous thinking about posing naked for Nicholas, and she felt terribly jealous of how the woman in class seemed so free with her body, like she didn't mind bring naked in front of strangers at all. Annabel wanted to be that. She wanted to be free with her body, too. I want to do this! I want to! "No, I want to," she said to him, "I'm just... a little shy." She felt ridiculous after she said that. She just knew he didn't want a shy girl posing for him! "I mean, not shy," she added quickly. "Just..." He smiled sweetly at her. "If you really want to, I'll get you a robe, there's a changing room off to the side of the studio. OK?" "OK." "Cool!" Annabel was glad he sounded happy that she still wanted to model for him. He maybe even sounded a little excited about it! It made her feel happy to know that she was making him feel happy, Before art class had begun that day, Annabel's friend Carly asked her if she wanted to see some of her practice drawings. They were all very good, lots of figure studies like Julia had told them to practice, of feet and hands, legs and arms. "Did you do any?" she asked Annabel. "Um, yeah." Carly flipped through Annabel's sketchbook, looking at some of her figure studies. Then, with Annabel's face turning bright red, she flipped the page over to the close-up drawings of Nicholas's penis. "Oh my God! These are so hot!" Carly said, just staring at the sketches, flipping the page over, back and forth between the drawings of his penis when it was small, and then erect. "Wow," she said, sounding a bit breathless. "Did you draw these from memory?!?" "Um... Well..." Annabel wasn't sure whether or not she should tell Carly the truth. "I went over to his house last week, after... He said he would model for me, so I could do a painting. " Carly scrunched up her nose and looked at Annabel. "He modeled for you? Like, naked?" Annabel nodded. But she knew that they had done could probably get him in trouble, so she felt like she had to lie. "But nothing happened! I mean, nothing, like..." Carly laughed. "Nothing happened? That sucks!" Annabel managed a nervous smile. "Seriously, that guy is cute! I'd jump his bones in a heartbeat!" They both laughed, Carly a funny, happy laugh, and Annabel a nervous and maybe a little guilty laugh. "I know, right?" she said. She was relieved that Carly didn't seem to think it was weird that he modeled for her. "And you sure do know how to draw his cock! I bet he's hot for you. How did the painting turn out?" "It's not really done yet." "Yeah," Carly said. "Paintings take a long time, don't they?" Right then Julia came running in, late as usual. "Hey," Carly whispered, leaning over towards Annabel. "If he ever models for you again, you should invite me along." "Um..." Carly grinned at her. "Oh, if you want him all to yourself, I totally understand. I would, too, if I were you! I'm so jealous!" Annabel's heart was so light, and totally racing, as she took her clothes off in the changing room. Was she really going to do this? Yes! She wanted to! So badly! But could she? Even if she wants to, won't she totally die of embarrassment? No! Well, maybe! What if... She looked at herself in the mirror as she pulled the robe he had given her over her naked body. She looked so dumb, with her thick glasses and her acne. And she had such small breasts. Tiny. Yeah, she was only twelve, they'll grow, whatever. He'll hate them. No, he won't hate them, but they definitely won't turn him on. He obviously likes "voluptuous" women like all the girls in his paintings, and Annabel is nowhere near voluptuous! Well, she thought as she pulled the robe tight and steeled her nerves to open the changing room door and walk out into the studio, maybe even if he isn't turned on, he'll still want her to give him another blow job. She'd do that for him. She'd give him a blow job even if he isn't into her, because she liked doing that before so much! She'll give him blow jobs all the time if he wants! She took a deep breath and reached out to the knob of the door. Nicholas flashed his pleasant smile at her as he watched her walk out into the room. She couldn't believe she was going to do this, she was shaking so badly she could hardly control herself at all. She knew Nicholas could tell that she was nervous, and that just made her feel worse. It made her feel like a little kid. No, she told herself, I'm not going to chicken out! I don't want him to think I'm a little kid! And so she took another deep breath just opened the robe and let it fall to the floor. She leaned over as nonchalantly as she could, and picked up the robe. She set it on a chair and took her glasses off. Even though she was trying to be as calm as possible, her glasses were shaking as she put them on top of the robe. Then she sat down on the couch. "Is this OK?" she said to him as she lay back on the pillows, trying to look as serene and comfortable as she could. She felt her voice cracking as she spoke. He gave her a smile that was clearly intended to help her feel more comfortable. Maybe it even really did help a little. "Perfect," he said. "Beautiful." She felt him staring, and she felt incredibly self-conscious and nervous and shy, but part of her was glad he was staring and glad he said that she was beautiful. But there was one thing she hadn't done yet, that she really wanted to do. She'd thought about it a lot over the last few days and she knew that she really wanted to do it when she modeled for him, but now she was so nervous! But in a split-second, without even really thinking about it, she decided that she needed to do it. She spread her legs open. Just like the woman in the painting he had made. Just like all the woman in her brother's porno magazines. Just like Nicholas himself did, last weekend, when he modeled for her. She just spread her legs open, right in front of him. Her heart was beating so hard she could hardly even breathe, and her face was bright red. But she was glad she did it. Fifteen minutes into the session, she was finally starting to feel a bit less uncomfortable. A half an hour in, and she was getting used to having him look at her. An hour in and she was even starting to feel a little bored, which made her smile. It felt very strange to feel bored while you lay naked in front of someone! Especially in front of a man, and one as hot as Nicholas! When she had this thought, it was a good reminder of what really was going on, and it made her feel a little excited. She even felt herself getting a little wet! And that helped her stay focused on her job as a model, which was good. But in a few minutes the excitement wore off and she started feeling bored again. About right then, he stepped away from the canvas. "Well," he said, looking pensively at his work, "I guess... I think it'll be OK but I want to let it sit for a little while." "OK." "Wanna see it?" "Sure." He took it off the easel and turned it to her. He had chosen a very large canvas, and positioned her figure within the painting so that she filled the frame almost entirely. It was practically life-sized! She had to reach over to the chair to get her glasses so she could look at it more closely. He had sketched her entirely and filled in a bit of the details of the couch and the windows behind with paint, and started in on her face and shoulders, but that is all the further he got with the paint. Nonetheless, even though all she could see was the light pencil drawing of her body, she could tell already that it was a very erotic picture. She felt so strange about it, she loved the idea that he saw her in such an erotic light, and that she could make him feel excited enough that he would make that painting. But then she thought of how other people will see it. They'll be looking at her! Naked! That thought really freaked her out. But Nicholas was an artist, and she knew that other people liked to see his vision of the world, and she wanted to participate in that. She loved his art, and she loved that he could make other people happy with his art, and so it was really wonderful for her to play her part in it. It made her feel very special; she wasn't just a person who stood aside and admired the work of a great artist, but she was a participant in that work. Intimately involved. Nicholas looked a little concerned, and Annabel realized she had been sitting there looking at the picture for quite a while without saying a word. "Um," he ventured, "whadda ya think?" "It's..." she found that she was stammering."It's really cool." "Cool?" "Yeah, hot." "Hot?" She smiled. "Cool and hot!" They both laughed. "So that means you like it?" "Yeah!"" she said. "Oh, good! I was so worried. It's really important to me that you like it." "Really?" "Yeah, it is. I find your opinion very... I don't know, very important. Very valuable." "You do?" she asked, honestly incredulous to hear this from him. "I do. I really admire your work so much! And so, I want you to like my work." She felt her heart go light at his amazing complement. He admires my work? MY work! "Oh," she said, "I just love your work. You're like my favorite!" He smiled broadly. "Really?" "Yeah!" Nicholas put the canvas back on the easel. "So," he said, turning back to Annabel, "I know you're probably bored out of your mind by now, but..." "I'm OK," she said. It had been pretty exciting to see his painting and she knew that she didn't want their day--their date?--to end yet. She felt like if he wanted her to, she'd pose for him for a bit longer. And maybe she'd do more for him than just pose. Maybe a lot more! "Can I just sketch you?" he asked. "Maybe just sit on the couch and sketch you, a bit, like you did last week?" "Yeah!" she said. She was excited that he want to sketch her some more, and she remembered what happened after she was done sketching him last week and hoped that he remembered, too, and maybe would want her to do that again! She would soooo give him a blowjob again! He sat down on the couch opposite Annabel with his sketch pad and a charcoal pencil. Annabel realized then that during their conversation, she'd drawn her legs back together, not so much from modesty as, well, she wasn't exactly sure why. Maybe just because it was weird to sit there talking with him with her legs spread. Anyway, she realized that she'd closed her legs, and as he looked over at her and put his sketch pad on his knee, she took another deep breath to calm her nerves and did it again. She spread her legs open. She kept her eyes focused on his face this time. She wanted to see what his reaction was. She wanted to know that she was turning him on by showing him. The way he reacted was kind of funny. His eyes opened a bit more than normal, and she saw his adam's apple dip, like he just took a big gulp. But then he just started sketching. Like having Annabel sitting in front of him with her legs spread wide was no big deal! She really didn't know what to think of that. He sketched for a few minutes and then he asked her if she wanted to see what he'd done. When he turned the pad to her, she saw that all he'd done was sketch her vagina! It looked so weird! She'd never really looked at her vagina before, and it was super weird to see it so close up, especially since it was drawn by a guy like this. "Do you like it?" he asked. "It's..." "Erotic?" "Um..." He turned the pad back around so he could see it. "You know what would make this really hot?" "Hot?" She really had no idea what he was going to suggest. "What?" "If you'd spread your lips." "My lips?" If she'd thought about it, Annabel would have known or at least figured out what he meant. But she could hardly even conceive that he would ask her to do such a thing, so she was mainly just confused. "I'm sorry," he said. "I didn't mean to, I mean, it's OK if you don't..." "No. it's just..." "Really, don't worry about it." "I'm, I want to... I want to be sexy for you." That admission made her heart lurch. He looked at her with his smouldering dark eyes and she knew she wanted to spread herself open for him. To show him everything. So she reached down. She spread her lips open. She put her fingers inside her vagina a little bit, and pulled them apart, and spread her pussy open and let him see inside. "You are sexy. Annabel!" He was staring, right at her pussy, just looking at it with an expression like, like he wanted it. That made her face get hot and red and she felt her pussy getting wet. Oh god he'll see that I'm getting wet! Nicholas went back to his pad and sketched quickly, staring right at her pussy the whole time. After a couple minutes of drawing, he set the pad aside and leaned in towards her. He put his hand on the couch, close to her pussy. Her heart raced. "So, Annabel, would it be OK if..." She just nodded. He moved quickly. She wasn't really sure what she'd agreed to, and if she'd know what he really wanted to do, what he was planning to do, she might have had second thoughts about it. But he didn't wait for her to even have any thoughts about it at all. He just climbed onto the couch, kneeling between her legs and leaning over her and holding himself above her with one arm while he was reaching down, doing something, with the other hand. She had a feeling she knew what he was doing down there and she wanted to say something--she didn't know what, but something! But he seemed to realize she wanted to say something and right then he kissed her. Right on the mouth! Her heart was pounding in her throat and she felt his tongue in her mouth. She'd only ever kissed like this once before, with only one other guy! But right then, she felt what was going on between their legs. She felt something pushing against her pussy. At first she thought it was one of his fingers, but then she knew it wasn't. It was too big! While he kissed her she felt him pushing into her and suddenly it hurt and she thought about trying to get him to stop, because he was too big! But she knew she didn't really want him to stop. She wanted him inside her! She wanted him to fuck her! She felt him go a little deeper, and it hurt a lot, and she knew she wasn't a virgin anymore. She'd let him take her virginity! Then she felt him pull out and push back in and he filled her up! Oh my god he's filling me up so full! And she lifted her legs into the air and thought the dirtiest thought she'd ever had in her life. Oh, fill me up Nicholas! Fill me up with your great big cock! With her legs in the air she was wide open now and the man plunged in, pulled back, drove in again. It still hurt, and he was not being gentle. Annabel had her eyes shut tight and tears were rolling down her cheeks as she was taken by this man, forced by him, used by him. He'd stopped kissing in her by now and was lying on top of her with his face right by hers, and he was panting hard as he pumped his cock in and out of her. She lay there with her legs wide open and her eyes shut tight, loving the pain and the pleasure of the feeling of his cock pumping in and out. She could feel his head slide out of her lips and then push back in, driving hard into her, filling her up and splitting her open. It hurt, but she was starting to get a little more used to it now, and it was beginning to become a wonderful feeling. It felt so wonderful, to be his girlfriend! His lover! His little slut! Then all of the sudden, he pulled out. His face was all red and he almost looked like he was upset about something, and at first Annabel was worried she'd offended him somehow, like maybe she was too small for him and he didn't like it? He stood up and kicked his pants off the rest of the way, he'd only had them pulled down around his knees until now, and he kicked them off and knelt next to her on the couch, his knee up by her shoulder and his cock just looking so huge, right in front of her, glistening with the wetness of her pussy and streaks of blood from her torn hymen. And he wrapped one of his big powerful hands around his cock and stroked it once, and then stroked it again. And then he came. He came right on Annabel's face! First, he just made this funny sound, like a growl, and Annabel didn't really know what to expect, but a split-second later she felt a big pump of his warm cum splash against her nose. She was still wearing her stupid glasses, and a bunch of it splashed on them! And then he just knelt there next to her, aiming his cock right at her face, and pumped shot after shot of cum onto her. There was so much! It seemed like he just kept pumping, and when he finally finished, her face was completely covered, and her glasses were so thick with it that she couldn't even see, and it was so warm and thick and sticky, it was totally gross! And Annabel loved it. It felt so naughty and dirty and sexual and wonderful, and it made her feel like his girlfriend. I mean, what girl would let a guy do this to her, if she wasn't his girlfriend? And he looked so happy as he was coming on her, it made her feel very proud that she helped him feel that good. So she just smiled up at him as she felt his cum dribble down her cheeks. Her whole body felt so warm and happy right then. She wasn't a virgin anymore! She'd lost her virginity to this wonderful man that she liked so much! And when he came on her face, he was totally treating her totally like she was his girlfriend, and that was so sweet. It made her so happy. ----------oOo--------- It was far and away the most amazing feeling Annabel had ever had. She was on her back, on Nicholas's bed, a half an hour after they had made love in his studio. She had her legs spread wide and her arms above her head, and her eyes closed, her head slowly lulling from side to side as soft wonderful electric feelings flowed in waves from between her legs. Her lover was down, down on her, down between her legs, kissing and licking. Eating! Eating her out! That's what girls at school called it! She couldn't believe that she was so lucky to have it happening to her, she was getting _eaten out_ by a grown man! Oh fuck yeah! And it really was the greatest feeling she'd ever had in her life. As his tongue lapped at her clitoris, she felt wave after wave of electric pleasure flow through her, each one building on the power of the previous, surging out through her body from her clitoris and from her soaking wet pussy, actually just from the whole area between her legs. The whole area was on fire and tingling and surging, huge waves of pure pleasure, each one a little mini-orgasm like she'd never felt before, and she knew they were building and building and soon they would just push her over the edge and she would cum and cum and cum! And she could tell Nicholas knew exactly what he was doing and would bring her to that point. God, he's so experienced! It is so wonderful to have such an experienced man who knows exactly what he's doing down there, eating her out! She just lay there and tried to relax as best she could, and let him do his thing, since he knew so well what to do. Just lay there and let him play her like he was a grand master, let him be in complete control, because he was so good at it! Another minute later, her heart was pounding so hard, and the waves weren't waves anymore, it was more like a solid wall. She felt her legs shake, and her whole body shake, and she unconsciously, instinctively lifted her ass off the bed to push her pussy even deeper into his face. And then the young girl exploded. Her whole body shook. The solid tsunami of pleasure pushed her over the edge and she fell into an abyss of pure heaven, pure ecstasy! "OH MY GOD!" she shouted out loud. As she lay back down, waves mellowing now but still causing tremors to course through her body, her breath hard and her face red and damp with sweat, he kept kissing her. Right on her pussy. Sweet little kisses. Each little kiss sent a shiver of unrestrained joy through her body. After a dozen little kisses, she had finally settled down and her breath was deep and satisfying. And then she felt his tongue again. Oh my god he's going to do it again!?! And he licked her, big, full licks, the entire length of her little slit, each warm thick stroke of his tongue sending spasms through her body. And then he pulled his head away. He sat up now, on his knees, and reached out and took hold of her hips. With one quick, effortless motion, he flipped her over. She was so amazed by how strong he was! He could just lift her, just like that. He flipped her over so that she was on her stomach, and lifted her bottom up, and kneeling between her legs, he spread his knees, which spread her knees, which left her wide open to him. She felt so dirty at that moment, with him behind her and her ass in the air. She could tell he could see all of her naughty parts and she loved laying their and showing all of her to him. She loved letting him look. Then liitle Annabel felt it again, that wonderful feeling of something pushing into her, something big and thick, and she was so happy, because all she really wanted right then was for him to fuck her again, and he was! He let out a little grunt as he slid in. She was so wet from all his kissing and licking that he was able to push right into her and his big thick cock just kept sliding in, splitting her wide open. Annabel felt it all the way inside. She felt his balls nestle sweetly up against her clit, and felt his head bump into the back of her vagina. OH MY GOD! He took me completely! In one stroke! It didn't even hurt this time! He pulled back, slowly, until he almost left her entirely, and then he pushed back in, just as slow, until she felt his balls up against her again and felt his head inside her as deep as it could go, stetching her little vagina to accommodate him. And then he just knelt there behind her, holding her hips tight, slowly sliding in and out. And she just loved it so much, she loved how powerful he was, how completely in control he was. She absolutely loved just laying there with her face in the pillow and her ass in the air while he used her. Dominated her. Fucked her. After what seemed like several minutes of antagonizingly slow sex, she could tell he was starting to speed up. It was just a gradual thing at first, just a little bit faster. But enough that it started feeling different. She couldn't help but smile in the pillow as she realized that how much she loved it when he started moving faster. She loved how much it seemed like he just knew exactly what he was doing. He was so experienced! It made her feel really good to know that this man who had so much experience had chosen her. He chose her! This skilled, beautiful, grown-up man chose little plain ugly Annabel to make such beautiful love with that afternoon, and that made her feel so good! Even while she was thinking these thoughts, he was starting to fuck her much harder, sliding in and out really fast. She could feel his balls knocking up against her now they felt sticky and hot and so wonderful, a constant steady reminder that she was being fucked by this wonderful man with such big huge balls. He was fucking her so hard at this point that she was getting a little scared. Scared isn't maybe quite the right word--excited is maybe closer. Scared and excited at the same time! His whole body seemed to be slamming into her, the bed ramming against the wall with each of his violent thrusts, her body completely at his mercy as he drove her face into the pillows, hard, over and over. Wham! Wham! Oh my god! Annabel felt her body begin to surge again. Oh my god! Wave upon wave of pleasure with each huge thrust from his wonderful cock. Oh my god!!! And then, one more time. The most violent, aggressive thrust of their entire lovemaking, but this time he didn't pull back. This time he just kept it right inside her, all the way inside, his cockhead slammed up against the back of her vagina. He let out a long, low growl, and she felt a surge inside her. She felt his cock pulse, and then felt a sudden warmth and fullness. And she thought, Oh my god! He's coming inside me! At that instant the waves of pleasure became a solid wall again and she collapsed onto the bed and came, orgasming. She was shouting and moaning into the pillows and coming and coming and coming. Right then, he pulled out of her and grunted again, and she felt his cum splash up against her bottom, right in between her cheeks. And he held her there with is hands tight on her hips as he finished shooting his cum onto her ass. ----------oOo--------- Annabel was so nervous the next weekend that Carly easily noticed. "What's wrong?" her friend asked her when they sat down for class. Today they had another female model for their class, who was already standing at the front of the room and some girls were sketching away, even though Julia hadn't even gotten there yet. Annabel thought it was funny that they hadn't had a male model at all since the last time Nicholas posed for them. "Oh, nothing," Annabel said, getting busily to work setting up her sketch pad on the easel and trying to act as nonchalant as possible. And not doing a very good job of it. Carly laughed. "I know you well enough by now, Annabel Richmond. Something's up!" She reached over and helped Annabel straighten her sketch pad. "Is it about that guy, that model? Is he doing something that's making you upset?" "No!" Annabel answered instantly, and immediately felt totally foolish about it. "Nicholas is really nice!" Carly got a big grin on her face. "Still have a crush on him, don't you?" Annabel giggled. "Maybe a little." "So are you still painting him and stuff?" "Yeah, and..." "And?" "And he's painting me, too." Carly look at Annabel for a second. "Like, nude?" "Um," Annabel said, looking over at her friend with an expression somewhere between a grin and a grimace. "I suppose I shouldn't really say?" Carly raised her eyebrows, looking at the girl. "Wow." "Promise you won't tell anyone?" Annabel pleaded. She felt her face going red and she regretted having ever said anything at all. "Do you, like, take all your clothes off when you model for him?" "I really shouldn't say, huh?' Annabel answered, slouching a bit on her stool and pushing her glasses up on her nose. "I really don't want him to get into any trouble or anything, you know?" Carly nodded. Then a little smile broke out on her face. "That is so hot." "What?" Annabel felt her face getting even hotter. "What do you mean?" Carly just looked at the girl, grinning. "I can't believe you pose naked for him! I'm... I'm totally jealous!" "You are?" "Well duh!" she said, and they both giggled. "He's so chill, I'd love to get to know him better!" Annabel smiled and felt very flush but kind of proud. "You did say you wanted to come along to paint him, when he was modeling, right?" "Yeah!" "Well, what if... sometime we modeled together for him?" "Together?" her friend said, her blue eyes going a bit wide and a surprised smile breaking across her face. "For him?" "I think he'd like it. I can ask him. Like, today, he asked this other woman to come over and model for a painting." Carly's eyes went even wider. "You mean, like, model with you, at the same time?" "Uh huh." Annabel felt herself slink further down onto her stool and she was wondering if she should have ever said anything to Carly. "Like, naked?" "Uh h--Um, I probably shouldn't say..." "Wow," Carly said, her eyes still wide and twinkling like they were filled with all sorts of naughty thoughts. "Who is she? Do you know her?" "Well, no, I don't know her. Not really. Her's names Marie, I know that, and she's from Europe. I mean, she was born there, but she lives here now. I know what she looks like because he's painted her lots. I guess she's his girlfriend? Or... I don't know, maybe just his favorite model. I'm not really sure." "His girlfriend? No wonder you're so nervous." "Welll, I don't know. I guess so." Annabel suddenly remembered that she was really nervous. But right then, Julia came running into the room, even later than usual. "OK, class..." She started into her lecture before she'd even set her bags down. "Well," Carly said, lowering her voice to a whisper and leaning over towards Annabel, "let me know how it goes, OK?" Annabel nodded to her friend and went back to listening to the teacher. Two hours later, Annabel was sitting on a stool in Nicholas's changing room, wearing nothing at all except for a bathrobe that he had loaned her. The other woman, Marie, was leaning over her with her eyes squinted in concentration, an eye liner pencil carefully outlining the shape of the girl's eyelids. "You have such pretty eyes," the woman said, the words rolling delightfully off her tongue because of her thick French accent. At least Annabel thought it was French, but she wasn't too sure because she hadn't really met very many people from France before. "Me?" she said, amazed that the woman would find her dull eyes pretty. "Yes," she said, touching the pencil to her eyelid again. "My favorite, light brown. So pretty." "Well, thanks..." Annabel didn't really know what to say. She made a point of looking at the woman's face to see how pretty her eyes were, and she actually felt her heart skip a little beat when she saw them. They were an enigmatic smokey grey with hints of blue and even violet. She'd never really seen eyes so beautiful before, actually nothing even close to as beautiful as these eyes! Before she could figure out some way to complement the woman's eyes without sounding like an idiot, a bit of movement caught her eye and she realized that the woman's robe had fallen away from her chest enough that Annabel could look down, into the robe, and see a substantial amount of the woman's breasts. They were... Oh my, Annabel had to catch her breath! They were so pale and beautiful, full and round and swaying gently as the woman touched the girl's eyes with her pencil again. Oh my. "Um, you..." Annabel couldn't help but stammer. "You have really pretty eyes too you know." Marie laughed. "Thank you, ma cherie!" Then she stood up and stepped back, looking down critically at Annabel with her chin in her fist. "Yes, this is good. Nicholas does not like much, you know. Just a bit is all he likes." She reached over and picked up a hand mirror from the sink and held it out to Annabel. The girl took the mirror and held it up. She had to admit, she liked what she saw. Marie was good at doing makeup! "I didn't have anything on, I mean, any makeup on... Well, nothing else, either, but..." Marie laughed and Annabel felt a little stupid. " makeup, the first time I modeled for him. I don't really ever wear much makeup, so it didn't even occur to me! That was stupid, huh?" "Well," Marie said, lightly tapping Annabel's cheek with a pad of blush, "it didn't seem to matter to him. The painting he did is beautiful." "Yeah?" "Oh yes!" Marie said as she stepped back and looked at her from a few feet away. She started packing up her makeup. "Have you not seen it? I would say it's the best he has ever done." Annabel's heart went all light and fluttery. "Really? I mean, no, I haven't seen it yet." "You must see it. It is exquisite. It will be his most popular painting with his fans, I am certain." "Really?" "Yes." The woman held her hand out to Annabel to help her stand. "Because, ma cherie, you are so beautiful." "Me?!?" Annabel said, way louder than she expected. The woman laughed, then leaned over and kissed her on the cheek. "Yes, you!" Then she took her by the hands. "So, my little sweetheart! Are you ready for some modeling?" Annabel took a deep breath, and nodded. "Are you nervous about this?" the woman asked. Annabel felt sort of silly, because she really was nervous, which was stupid because she had just modeled nude for Nicholas a week earlier. Why was she feeling nervous again? Was it because of Marie? But why would she be nervous around Marie? Marie gave her a very thoughtful look, since the girl hadn't responded to the question. "You are are very young to be doing this. There is no reason for you to feel any pressure." She narrowed her eyes a bit and turned her face to the side, examining Annabel's expression. "Do you feel pressure? Has Nicholas intimidated you into doing this?" "Oh, no!" Annabel exclaimed immediately. "It's not like that at all!" "He is a gentleman then?" "Well..." Marie looked at her out of the corner of her eye. "So he is not being a gentleman!" Annabel felt like she should be really careful, because she knew that Nicholas could get in a lot of trouble for what he did with her. And she also was worried that Marie would be angry at her, because she had sex with her boyfriend. And so she blurted out, "I'm... I"m sorry!" "Sorry?" Marie said, looking genuinely surprised. "Sorry for what?" "Um... I guess... I know he's your boyfriend, and..." The woman raised her face into the air and laughed. "Is that what he told you?" "No! I just..." Annabel felt her face go all red and she was so embarrassed and felt totally dumb. Marie seemed to notice that the girl was feeling bad. "Oh, poor girl, it's OK! Nicholas and I are friends. Special friends, perhaps you might say. We like each other a lot and love to make art together and that is all there is between us." "Oh. So, you're not mad at me?" Annabel asked. "Mad at you? No! Ma cherie, I could never be mad at one as beautiful as you!" She took Annabel by the hands again. "Now let us go pose together for that horny old bastard out there. But first just one more question." "OK." "When you and he," she started, then stopped and rethought her approach, "when he is not being a gentleman," she said, apparently deciding this was the correct path for her thought to pursue, "does he do things you do not want him to do?" Annabel smiled through her blushing face. "No. I like it." Marie smiled at her. "Of course you do! You are a woman! And he is a very skillful man, yes?" Marie laughed with relief. "Yeah, I guess, I mean, I don't really know." "Well he is at least as horny as he is skilful, and we have now kept the poor horny man waiting too long for us. Shall we go and make his day?" "Yes!" They both were laughing out loud as Marie opened the door and they waltzed triumphantly into the studio. "What?" Nicholas asked. " What is so funny?" . "Annabel and I were just discussing how horny you are," Marie answered, suddenly making her accent even thicker. "Now, Mr. Horny, how shall we pose for you?" As she said this, she opened her robe and Annabel saw Nicholas's eyes moving down to Marie's breasts. Annabel had noticed how beautiful the woman's breasts were before, in the paintings Nicholas had made of her, and when she was leaning over her doing makeup earlier. And now ,along with Nicholas, she admired them as she stood next to her, entranced by their beauty almost as much as he was! They were full and round, quite womanly actually, and she had very large pink nipples that fully covered the front part of her breasts. Annabel had noticed before how her breasts swayed and shimmied, and she thought that maybe Marie was somehow making them swing a little now, to attract Nicholas's attention. And it was working, that's for sure! This made Annabel feel a little jealous towards her new friend, because, well, let's face it, the girl's little boobs didn't have a chance in hell of swinging, and if she ends up like her mom, they probably never will, either. And she was a little jealous, too, because of the way they seemed to capture Nicholas's attention. Not that Annabel could blame him for that. They captured her attention, too. Marie looked over at Annabel. "Your robe, ma cherie," she said as she slipped hers off her shoulder. "Let him admire you while he thinks about how we should pose!" Annabel's heart was in her throat as she opened her robe. Marie stepped behind her and helped her take it off her shoulders and arms, and then she held it draped over an arm and ran her fingers of her other hand through the young girl's hair. "Ma princesse, you are so beautiful!" she said. And then she leaned down and kissed the girl on the cheek. Annabel's heart leapt at the touch of Marie's soft warm lips. "Nicholas, you have not yet shown this pretty girl the painting you did of her." Annabel felt his hot stare on her body now, and it made her breath light. It didn't help with the breathing that she also felt Marie's breasts against the back of her neck. "Oh! Oh no!" He dashed off to the other room to retrieve the painting. Still behind the young girl, Marie wrapped her arms around Annabel, which made her face get hot, and as she felt the woman press her large breasts against the nape of her neck, and felt her hands reach around the girl's torso and cup under her breasts. And then she felt her warm breath on her cheek as Marie kissed her again. Annabel turned to look up at her, a sweet shining smile on her face. For some reason, right then, being so close to Marie was really wonderful. Marie smiled at her, too. And then they kissed. On the lips. While they stood and kissed, she felt Marie's hands lift up and begin softly fondling her breasts. When Nicholas come into the room, Marie broke their kiss. But she didn't move her hands. "It's not finished yet, of course," he said, leaning the painting against the couch. "It'll take a few more weeks until I am really satisfied with it." The painting was amazing. It was beautiful, it was dirty, it was expressive. Annabel could see why Marie thought it was the best painting he had ever done. He had captured her languishing on the couch, head lolled to one side, eyes half-closed in a dream-like trance, arms flailed off to her sides, her legs open in a pose that said, pretty unmistakably, "Come and fuck me, I won't resist." And she looked like quite a beautiful young girl, truly, Annabel did have to admit to herself. That's absurd, but it was true. Nicholas was so good, he was able to turn plain boring Annabel into a beautiful girl! "That's not..." Annabel started, stopped, started again, "I'm not that pretty." Both Marie and Nicholas laughed. "He captured you perfectly, ma belle," Marie said, and kissed her cheek again. ----------oOo--------- He had them stand while they modeled for his next piece; they stood close to each other, arms reaching together into the air, a pose you might more associate with a statue than with erotic paintings. Unlike Annabel's previous modeling experience, this was much harder; whereas before she could lay back in the same position for hours while he sketched, now they could only hold the pose for a few minutes before they had to take a break, at which point they would slip back into their robes and drink tea and talk while Nicholas fleshed out the sketches he had already made. This gave the two girls much time together, and Annabel found that she just adored Marie. What a sweet woman she was! During the first couple of poses, Nicholas sketched frantically to capture the essence; then for the next he had them change position a little bit and made a more serious sketch. Then he put a very large canvas against a table and began lightly drawing their forms onto the canvas, mainly using his sketches while the ladies sat and drank their tea and chatted, about school and work--Marie was a barista at Starbucks! When he had finished sketching, it was a nearly life-sized portraiture of the two of them. He asked them to return to their pose for a few minutes so he could test some colors, and so they slipped out of their robes again and stood together in their pose. Annabel loved being so close to Marie. She smelled wonderful. She felt soft. And whenever they were close, Marie seemed to take the opportunity to give her a little kiss on the cheek, or even on the lips, which Annabel just loved. A few minutes later, Nicholas announced that he was finished with them for the day. "You can go ahead and change now," he told them. Marie smiled over at Annabel. "Oh, I don't know, I am rather comfortable. What do you think, Annabel?" Annabel giggled. "Most comfortable, too," she said, trying to sound sophisticated like Marie. "Instead, Nicholi," Marie said, "I noticed some fruit in your ice box. Let's Annabel and I get us a snack ready!" "Sounds great," Nicholas said. "And there's bottle of Proscecco, too." Marie took Annabel by the hand and they walked together out of the studio. Annabel, having no real skills in the kitchen, stood to the side, leaning against the counter and watching Marie as she expertly cut the fruit. "Mmm. This cantaloupe is good!" Marie bubbled excitedly after lifting a slice to her mouth. She held a slice out to Annabel "You've got to try some!" As Annabel leaned forward, opening her mouth, she noticed that the woman's robe had come untied, and she was staring right at her decolletage. Right at her bare upper chest. She couldn't help but look down, as her eyes followed the pale flesh, to the woman's breasts, which were still mostly covered but their sensual curves displayed, and even lower still to her pubis, her cunt, a beautifully trimmed little tuft of dark hair. Annabel felt her heart skip and she felt her own pussy get a little wet, which surprised her. She had no idea she would find a woman as exciting as she found Marie. Her mind off in a completely different direction, she was shocked to find a piece of fruit suddenly in her mouth. As she bit down, there was an unexpected explosion of juice, which dripped down her chin. "Woah!" she said, cupping her hand under her face. Marie laughed. "I know! Juicy cantaloupe!" "Yeah!" The woman lifted a finger to Annabel's chin and wiped a bit of juice up with her finger, then lifted the finger to her own mouth and sucked. "Mmmm," she said with a twinkle in her eye. Annabel looked up at her and smiled, her heart fluttering. Marie skewered another piece of cantaloupe with her fork and held it out to Annabel, who opened her mouth again. As she bit down, juice flowed down her cheek again. "Here," Marie said. She reached out to the collar of the robe that Annabel was wearing. "We don't want this to get messy." She pulled the collar open, wide enough that she exposed, intentionally you would have to assume, the girl's little twelve year old breasts. She stepped back and stabbed another piece of fruit and stuck it in her own mouth. "Oh heck," she said, giggling as juice flowed down her own chin. "Well, we don't need these things at all, anyway, do we?" And she took her robe off and let it fall to the kitchen floor behind her, so that she was completely naked. Annabel loved the way Marie looked naked. She was the most beautiful woman Annabel had ever known, and she thought she had the most amazing body--full shimmering breasts with big wide pink nipples, a beautiful flat tummy, trimmed hair on her pussy. Annabel was very happy and excited to get to see Marie's naked body right then. And so in response, she opened her own robe the rest of the way and let it fall to the floor, too, and she was naked as well. Marie reached out another piece of fruit and Annabel took it, and then the woman moved into her, leaned down, their lips met. They both opened their mouths at the same time and without even thinking, Annabel passed the cantaloupe into the woman's mouth. While they kissed, the cantaloupe passed back and forth between them, and they stood there and kissed for a very, very long time. At some point during the kiss, Marie chewed the fruit a little and passed back the chewed remains, mixed with juice and her saliva, and then Annabel's heart was on fire! In response, she chewed it herself, mixing it with her own saliva, and passed it back. The continued this until the fruit had disintegrated entirely inside their mouths. Marie stepped back and smiled at Annabel. "That was hot," she said, wiping her mouth with the back of her hand. Annabel couldn't even speak. She barely managed to nod. "You taste very nice, ma cherie," Marie said. Annabel wanted to tell her that she thought she tasted wonderful too, the most wonderful thing she had ever tasted in her life, but she only managed to keep nodding. "Do you mind if I taste you some more? In some other places?" Now all she could do was shake her head. Marie put her hands on the girl's narrow hips and lifted her up to the counter, Annabel assisting, lifting herself up with her hands as well. The stone of the kitchen counter felt cold on her bottom but she was too warm with excitement to care. And then Marie sank down on her knees in front of her. Annabel spread her legs. Wide. She presented her sweet little twelve year old pussy to her new friend, reddened and dripping wet now, lips swollen with sexual excitement, damp little curls of baby pubic hair tangling delightfully over the opening to her sex. And then Marie leaned in. And Annabel's heart exploded. The woman licked, and licked again, and again; full broad strokes with her soft warm tongue, from the bottom of Annabel's little slit up to her clitoris, then down, then up again. Annabel started orgasming almost instantly, legs shaking and pussy flowing, and within a minute she was overcome with a desire for... For what? For something even more. Marie stood up then, and took Annabel by the arm and led her into the next room, where they lay down together on a couch amid all of Nicholas's erotic paintings, Marie on the bottom, Annabel on the top; Marie's face in Annabel's pussy, and Annabel's face in hers. And then Annabel tasted a woman's sex for the first time in her life. And she was in love. It wasn't so much the taste that she loved, although it was wonderfully sharp and savory; nor was it the smell, although it delighted her nose with an aroma she associated with her own sexuality, a fiery hot fragrance that made a waterfall of her pussy the moment she first inhaled it. What she loved the most was how it made her face feel, as Marie gushed her wetness and Annabel licked it up and wallowed her face in it. Within a minute her tongue and lips were tingling excitedly and her nose, her chin, and her cheeks were coated with Marie's pussy's love. And she knew she was coating Marie, too. Marie was lapping with great enthusiasm at the girl's puss, her tongue venturing as deep as it could go inside her vagina, then out, then in again, fucking her. Annabel tried her best to mimic what the woman was doing, but it was hard for her because she was shaking, overcome with waves of pleasure. Annabel was so thrilled, right on the edge, that she didn't notice when Nicholas came into the room. She didn't notice that he was standing behind her at the side the couch, dropping his pants, rolling a condom on his engorged cock, coating it in lubricant. She was so lost in her near-constant orgasmic bliss, and lost in her new-found love of Marie's beautiful cunt, that she didn't realize what was happening when he wiped a dollop of that lube against her anus. Even when she felt something push against her little bottom-hole, she didn't think anything of it. Insomuch as she even noticed, she would have assumed it was just Marie touching her in new and even more intimate ways while they made love. But when Nicholas pushed his cockhead into her, she knew something very strange was going on. It seared and burned as it stretched her anus open, and she cried out, her yelp muffled by Marie's pussy. As she felt this huge thing pushing its way into her bowels, she heard Nicholas grunt, and she knew now what was happening. She knew now that he was violating her bottom with his huge cock! She instantly wanted to get away from him, the pain was so intense! But before she could even react, she felt Marie plant her mouth over her clitoris, and suck it in, and rub it with her tongue. And then, as Nicholas pulled his cock back, his thickness leaving her anus, and then pushed back in and forced her wide open again, she began to come. Hard. She never imagined an orgasm could feel like this, pain and pleasure and spasms and OH MY GOD! she came for a very long time while Marie sucked on her clit and Nicholas violated her ass, in and out, fucking her very hard. When she finished coming, she just lay with the side of her head against Marie's soaking pussy and felt the hugeness of Nicholas's cock inside her. It didn't hurt so much now, or perhaps it was just a constant pain that she became used to, as he continued his repeated penetration; she was stretched open now, and maybe a little numb as well. She was amazed to feel his balls slapping against her. Was he all the way inside? Oh my god he has his entire cock inside my bum! Oh my god! He was breathing hard when he finally pulled out. She was so glad to have him gone, her anus was stinging, crying out in pain. And yet... She missed him... She missed his hugeness, his powerful thrusts, the way he took complete control of her body. And she realized as she lay there that she would let him fuck her in the ass whenever he wanted to. She realized suddenly that loved it! She saw him out of the corner of her eye roll the condom off his cock. God he has such a huge beautiful cock! And then he disappeared behind her and a second later she felt him penetrate her again, this time into her vagina. A few expert strokes and he was in her all the way and he fucked her hard, and Marie licked and sucked on her clit, and she went back to kissing Marie's pussy, too. And then little Annabel came again, rolling waves of wonderful pleasure rocking her entire world. And he pulled out and she heard him grunt, and she felt his cum splash against her pussy, so warm and thick, and then splash against her ass, and against Marie's face. And then the three of them were there together, Marie's face and Annabel's ass and pussy and Nicholas's cock, as he gave the two of them, the woman and the girl, the blessing of his cum. ----------oOo--------- Annabel sketched quickly. She knew she didn't have much time. Carly, her friend from her drawing class, was on her knees on the couch, her face pushed into a pillow. Nicholas was behind her, on his knees, his huge hard cock embedded in her pussy. This was the third pose they'd done for Annabel; for the first, Carly was on her knees in front of him, his engorged head filling her mouth while she sucked. Annabel had played the director: "No hands, Carly. Put your arms behind your back. And turn a bit, Nicholas, so I can see your balls." For the second pose, Carly was laying down with Nicholas on top of her in the classic missionary pose. Annabel had made a whole series of sketches while the two of them copulated on the studio floor, from above, from the side, and her favorite, from behind. "Wrap your arms and legs around him, Carly, hold him tight. And Nicholas, lift up and spread your legs a little bit more so that I can see everything better." She sat very close behind them, pushing her thick glasses up her nose, and made several rapid sketches, close-ups of their genitals united. She had him pause with only his head inside her while she furiously sketched that scene, then had him drive all the way in, and pause again with his cock impaling her friend completely and she sketched some more. She knew every detail of Nicholas's cock, having drawn it so many, many times now. Carly's sex was new to her, though. New and exciting and wonderful! For the last sketches in this pose, she had Nicholas climb off of her and just had Carly lay by herself, her legs spread open. First, just a figure study, a close-up drawing of her used pussy, shaved bare and splayed apart and dripping with sexual excitement; then, Annabel sat back and sketched all of the girl. Beautiful Carly with her beautiful smile, looking up at her; her exquisite breasts, not nearly as large as Marie's but so pale and round and still heaving from her lingering enthusiasm for her sex with Nicholas; her legs spread open and pussy in a gape, offering herself unconditionally to the next person who wanted her. Up on the couch, then, was Annabel next instruction, Carly on her knees, Nicholas behind, and the girl sketched furiously again while her models fucked; a few quick figure studies of Carly's pretty breasts hanging down, then her face red and moaning with pleasure, then her entire torso. Then the two of them in their animalistic pose, Carly's ass in the air and Nicholas mounting her like her alpha mate. Last, Annabel went behind them and sketched another close up of cock and cunt co-mingling. His balls were dripping wet with pussycum, Carly's clit was glistening, stiff and excited in anticipation of the next slap that her little hussy was about to receive from the man's enormous testicles. When the last sketch was done, she put down her pad and pencil and reached out, between Nicholas's legs, and cupped her fingers around his wonderful sticky ballsack and gently held his precious stones as he began hammering into Carly's teenage cunt. Annabel's man turned to her, red-faced, shaking, on the verge of orgasm, and they kissed. She felt his balls tighten in her hand, felt his cock pulse, and she knew he was coming. She was so happy that her man was coming, that she had brought her friend Carly over and that he had wanted to fuck her and that Carly wanted him to, and that she was on the pill so that he could come inside her, pumping his semen into her seventeen year old womb. And so while he took possession of Annabel's mouth with his tongue, grunting and shaking like a man at his great moment of sexual release, she gently squeezed his balls and felt his cock surging, surging, exploding, unloading, giving his precious gift to her dear friend. The three of them were together all afternoon, making love, drawing each other, making more love. Nicholas needed a lengthy break after he had finished inside Carly--Annabel did feel a little jealous that her friend was on the pill and got to let Nicholas come inside her!--so Annabel and Carly lay on the couch together. Carly had never been with a girl, which meant it was Annabel's turn to play the teacher. At first they just lay next to each other, their naked bodies very close, kissing; then they started touching each other, learning about each other's bodies. And then Annabel went down. Carly's pussy smelled so wonderful, like girl-sex and boy-sex and like Carly herself, and it tasted even better. Annabel found that she was even more turned-on by Carly's taste than Marie's! It had the strange beautiful sharp flavor of girl, and the musky saltiness of Nicholas's cock and cum, and Annabel just licked and kissed until her friend shook and shimmied into a long, gentle orgasm. Then Nicholas took them up to his bedroom. He said he had some things he wanted to show them. Annabel wasn't at all familiar with sex toys, and when they got up to his room she wasn't even sure what the things were that he took out of the closet. But Carly knew! "A strap-on!" the beautiful teenager said, her blue eyes twinkling with delight. She took the dildo from Nicholas when he held it out to her, and positioned it at her crotch. "I've never used one of these before! Look, Annabel, I have a hard-on!" She held the dildo in place and waved it about. Both girls laughed so hard they almost fell over. "You want a blow job?" Annabel managed to squeak out as she wiped tears from her eyes. "Yeah! Get down on your knees, woman!" her friend hollered, holding the strap-on so it was pointing up at Annabel. Annabel giggled and dropped down in front of her. Nicholas sat on the bed and started sketching the two of them, his two naked young girls, a teen and a preteen, while the younger one knelt in front of the older with her mouth opened wide. Carly fumbled a bit with the straps and decided it would be better to just hold it, and Annabel latched on. The dildo was a lot thinner than Nicholas's cock, which was nice for Annabel and she was able to take it deeper into her than she ever had with his huge member. After a minute of sketching, Nicholas climbed off the bed and picked up another toy, a little bunny vibrator. "You ever use one of these?" he asked Carly. Her face light up with delight! "Oh, yeah!" she said, reaching out and taking the toy. "I have an egg at home!" The second the thing made contact with her clit, she started to moan. "Oh my god!" In her instantaneous ecstasy, she momentarily lost her grip on the dildo, just as Annabel was pulling back, and Nicholas caught it before it fell to the floor. "Annabel, we should hook this up to you. I think your friend wants it." Carly just nodded, her face red and her eyes just little slits. Annabel giggled hard as Nicholas fed the crotch strap through her legs and fastened it, together with the waistband, at her back. Then she stood up and waved her hard-on in Carly's direction. The older girl was clearly still completely lost in the wonderful sensations of the bunny vibrator, but she managed a giggle herself. "You should try this little thing, Annabel," Carly eked out. "It's... Oh!" "Definitely she should," Nicholas said. "But first, you get up on the bed. On your hands and knees." Carly nodded, red-faced now and breathing hard as she climbed onto the bed. Annabel climbed up behind her, spreading Carly's dripping pussy open. Her friend had the little bunny vibrator pushed right up against her clit and her legs were shaking. Annabel positioned the head of the dildo in between Carly's distended lips, and pushed in. She was amazed at how easily she entered her, sliding right in two or three inches. She had the perfect view of it, too, the head of the dildo disappearing into reddened flesh. When she pulled her hips back, Carly let out a long, low moan. Annabel watched in fascination, the girl's lips spreading out along the dildo as it slid out of her. So luscious, sloppy wet and steaming hot! So sexy, so slutty, like those pussy lips didn't want the cock to ever leave, their only goal and desire being to coax the penis back inside. Annabel had to smile. She knew the feeling oh so well! A pussy never wants a cock to leave. Fill me up again! is a girl's only desire. And then she watched in fascination once more as she pushed in, Carly moaning, dildo disappearing, lips folding inside her vagina now to welcome the cock into his home. As she pulled out again, she saw the dildo glistening with wetness and as it exited, it brought with it a gush of Carly's cum which dribbled down from her gaping opening to her clit and the little bunny vibrator that she held hard against it. Annabel slid back in, easily, no resistance at all. Back out, and in. Out, and in! It was amazing to Annabel how hard she could fuck her friend. She could slam that dildo in and out of her as hard as she wanted to. Suddenly she understood what it was like to be a man, what it meant to have sex when you are a man, the pussy so open and welcoming, so willing, so easy to fuck. She held onto Carly's hips, just like Nicholas likes to do, and rode the beautiful girl. It made Annabel very wet and very excited to get to play the man in the sexual act like this. But she also liked being the girl. She missed being the girl, and she missed it even more when Carly started shaking hard, moaning hard, coming hard. The beautiful teenager collapsed onto the bed in a heap of writhing sexuality, and Annabel wanted so badly to be her now, to be on the bottom, to be taken and owned and penetrated, and to come. Oh God I need to come! She pulled out of her friend. "Carly, we have to switch places!" Climbing around now on the bed, down onto her elbows and knees, Annabel smiled to herself as she saw Nicholas's wry grin. He enjoyed his little girlfriend's enthusiasm. And as he helped Carly strap the dildo on, Annabel saw that his penis was erect again and she hoped, she prayed! that she would have that wonderful thing inside her again, soon. Annabel loved the feeling of the strap-on dildo sliding into her pussy. She had the little vibrator pressed against her clit; had it there the entire time that Nicholas helped Carly strap the dildo onto her, and Annabel was already shaking and soaking wet aa the thin dildo slid right in. Because it wasn't nearly as thick as Nicholas's cock, she found she didn't like it as much. She found herself carving his thickness. But it was longer, at least a couple inches longer, and it pushed into the back of her little twelve year old vagina after only three or four gentle--far too gentle!--thrusts from her friend's hips. It took a little while for Carly to really get into the spirit of being the male in the act, but within a minute or two she was holding tight to the young girl's hips and plunging in like something resembling a man, or at least a teenage girl trying to play a man. But for some reason it was unsatisfactory for Annabel. She wasn't entirely sure at first what was missing. Yeah, she definitely liked Nicholas's nice thick cock better, but that's not the only thing that's missing... What else? And then she realized what it was. "Carly," she said, breathing hard and her voice rising in intensity, "put it in my bottom!" ----------oOo--------- All around the classroom on "graduation" day hung examples of the students' figure studies and forms, and the teacher, Julia, had chosen one full model drawing from each student for all the admiring parents and faculty from the design school to marvel at. Annabel was astounded to see that for her full sketch, Julia had chosen the first one she did, on the very first day of class. The one of Nicholas... The one with an erection! The old Annabel--the Annabel that first walked into this classroom slouching her shoulders and pushing her too-thick glasses up onto the ridge of her uninteresting nose, would probably have been abashed to have such a naughty drawing hanging on the wall for everyone to stare at. Even if she hadn't been the artist, she would have been horribly embarrassed by its mere presence! But just imagine how mortified she would have been to have had her own hyper-sexualized art displayed, as she stood there imagining the thoughts running through the grownups' heads--"What sort of ridiculous sex-starved twelve year old girl would sketch such a thing?!?" But that was the _old_ Annabel. The _new_ Annabel stood next to her drawing with an awakening sense of pride overcoming a lessening sense of embarrassment. Annabel knew it was a good drawing. She knew that no one less than her favorite artist in the world, Nicholas Braves, had told her it was beautiful and erotic and sensual, and if Nicholas thought that about it, then she was proud. So she stood there with her hands tucked behind her back and tried not to look too smug as she watched the expressions on all the parents' faces as they paused in front of her work, and it made her smile and blush, the way the ladies all stared and the men all eyed it critically. When her parents walked up to her drawing, they stood silently for a moment. Her mother couldn't take her eyes away from it, and didn't say a word. It was very hard for Annabel to hide her smile when she saw her mother's reaction. Her father stood still, looking it over for several seconds, and then spoke. "That's... That is very good, Annabel," he said. His wife nodded modestly in agreement, still staring silently. "Thanks, Daddy," Annabel answered with as much humility as she could muster. That was all her parents said about the drawing. After everyone had a chance to see all the art that was on display, it was time for Julia to give out her awards for the class. There were awards for "most improved," "best figure study," "best use of shadows and shading." And then she got to the most important one, the one that everyone wants to win. "Best in show," she calls it, for the best drawing made by one of the students as a part of the class. "This year," Julia said as she stood at the front of the class, holding the last certificate in her hand, "for the first time since I have been teaching this class, the award has been won by a drawing that a student did on the very first day that we met." A lot of the girls knew what this meant. It meant that Annabel was going to win the award! They started clapping before Julia even finished her sentence, and she had to raise her voice for the rest of her speech to be heard. "This year," she said loudly, "the award for 'best in show' goes to Annabel Richmond for her drawing called 'Nicholas.'" All the girls erupted in cheers and were clapping so hard! Some of them even started chanting, "Ann-a-bel! Ann-a-bel!" Annabel was red-faced as she walked up to the front of the room, but not from embarrassment, at least not entirely. No, that would be the old Annabel. The new Annabel was red-faced at least partly because she was proud. "Now," Julia said when Annabel reached the front of the room, "I have a special treat for us today. Nicholas Braves is one of the most important up-and-coming artists in our community, and he did the honor of posing for our class for the first two sessions that we had. When he learned that I had chosen Annabel's sketch of him as 'best of show,' he asked if he could come and present the award to her himself, in person." Teenage girls shrieked all throughout the room as Nicholas came walking in, and when she saw his beautiful kind smiling face, Annabel's heart burst with all sorts of emotions. Mostly, with happiness. "Your bottom?" Carly asked, breathless from her exertions. "Yes!" "Like... like... You want anal?!?" "YES!!!" Carly slowly pulled the strap-on dildo out of Annabel sloppy little pussy, then looked over at Nicholas, who was grinning from his spot across the bed where he sat cross-legged, still sketching. He simply nodded. Annabel felt her friend position the head of the dildo, slick with Annabel's own pussycum, at her sweet puckered little pink backdoor entrance. Her heart starting pounding in breathless anticipation of what was to come. "Go easy on her," Nicholas said. "You don't want to go in too hard at first." If Annabel had been in any state to have even comprehended what he said, she would have laughed out loud. He most certainly did not go easy on her the first time he fucked her ass. He went in as hard as he wanted, and even though it hurt her terribly at first, she loved it. It's exactly what she craved. But, alas, her friend took the man's advice. As she spread the little girl's anus open with the dildo head, Annabel pressed the bunny vibrator hard up against her clit, and Carly pushed in, very slowly. The effect of this on the poor little girl was antagonizing, a long burning stretch, growing in intensity until she finally felt the head enter her completely. The dildo was already lubricated with girlcum, and so Carly was able to pull back and push in quite easily, and Annabel had the pure joy of being anally violated again while the vibrator buzzed so wonderfully against her little button of a clit. Carly hardly had time to get in ten decent strokes before Annabel came, hard, earth-shattering, bone-rattling orgasms pulsing over and over through her young body. Finally Nicholas stood up and rolled a condom on his thick hard cock. If Annabel had noticed him, she would know what he was going to do, but she was lost in her own universe of sexual joy. Carly noticed, though. She watched with blue eyes wide as he rather gruffly pushed her aside and took his rightful place behind his sweet little girlfriend. He slid his thick hot cock into her ass. He lay down on top of her entirely and fucked her hard, the poor little girl groaning under his heavy, heavenly assault, the lucky man grunting and grunting while her vice-tight sphincter slid so reluctantly up and down his shaft. Annabel and Carly posed for one final sketch that afternoon. They were laying on the bed together, Annabel on top of Carly and her face up above her friend's. Both of them had their mouths open, only an inch apart. After Nicholas had brought himself to orgasm inside Annabel's pretty little preteen bottom, he had rolled the condom off and handed it to the girl, its tip heavy with his semen. She knew instinctively what he wanted her to do, and she lifted it above her and let the cum drain down into her mouth. She loved the way it felt against her tongue, warm, sticky, thick, and she showed it to him. She opened her mouth and let him see his precious seed cradled in the concave curve of her tongue. She loved the look on his face when she showed him his cum in her mouth, a look of desire and need, of happiness at her acknowledgement of his masculinity and his dominance. Yes, my lord, she tells him, I treasure your gift. I want the consummation of your manhood inside me. And then little Annabel climbed on top of her friend. Nicholas sketched furiously, a close-up of the two girls' faces, as they both opened their mouths and a large viscous dollop of his cum dripped down from Ananbel tongue and into Carly's waiting mouth. They giggled as Carly turned her head toward Nicholas and stuck her tongue out to show him, too, and then they rolled over each other until Carly was on top, and she gave the dollop back to Annabel. And then they kissed, lips tight together, tasting his cum and tasting each other and they shared it all, cum and saliva, tastes and smells and the wonderful joy of such close togetherness. The opening of Nicholas's latest gallery exhibit was truly his breaking-out moment. The Stucklow Gallery, hottest of them all in Chicago, had agreed to give over the bulk of their space for his work, and the exposure he had received from this was unparalleled. Many dozens of critics who had never heard of him were there, and their reviews on the websites and in the papers the next morning were altogether glowing. His abstracts and landscapes were lauded, to be sure, but they were entirely overshadowed by his erotic pieces, which all in attendance agreed were among the finest erotic painting and sketches they had ever seen. Those who were already familiar with his work could see an enormous improvement, his latest models executed with nothing short of loving attention. The piece that stole the show, though--and was bought by a Parisian modern art museum for six figures--was entitled "Sharing." A large canvas, five feet by five feet, onto which was painted in such excruciating detail the faces of two women, Nicholas's two newest models, one beautiful face up above the other. Dropping from the tongue of the girl on top, caught in the very moment of falling into the other's mouth, was a large, shining dollop of cum. "Never have I seen such a beautiful rendering," a critic lauded in the New York Times. "The figures are soft and skilled, and executed in a near-perfection of realism. The erotic quality of the piece is surpassed by none I have ever seen." It had been an awkward conversation for Annabel, when she told her parents about the opening. At first she just told them that her friend Carly was his model, and Annabel herself was only in a handful of sketches. But when they insisted on coming with her to the celebration, she knew she had to tell them the whole truth. They took it well, considering their conservative Christian upbringing. They'd always been more open-minded than you would think parents like them might be. They themselves had started her on this strange sexual odyssey, after all, when they sent her to the art class to learn more about drawing the human form. So, they were able to admire some of Nicholas's nudes of Annabel without too much difficulty, but, feeling rather awkward, they both agreed that it might be best if they left before seeing the bulk of the work. It was a good decision on their part; the life-sized canvas a few rooms away, depicting Annabel being reamed by a dildo-wielding Carly, probably wouldn't have sat too well with them. Once they had left, Annabel was able to become the second star of the show, on Nicholas's arm, or flitting about from room to room enticing everyone with her infectious smile. All in attendance wanted to talk with her, and many asked for her autograph. Nicholas told them all, as often as he could, that she was in fact a better artist than he. "Just you wait, world," he said, "until she has a gallery opening of her own!" She blushed and smiled with pride as her favorite artist in all the world--as her _man_, said those words. After the party was over, two in the morning the next day, on his way to take her home, they stopped at his apartment. Annabel lay underneath him in his bed. She opened for her man. She welcomed him into her. They held each other tight as they made love, Nicholas with his arms wrapped around her back, behind her and above her with his large powerful hands cradling her head; Annabel with her arms around his back and her legs around is waist, holding him tightly into her. And they kissed, long, endless, eyes-wide-open to stare at each other's faces sort of kisses. Annabel's heart was light the whole time. So light it was floating away, to the moon, to Mars, to the stars. The stars! When she saw his face go red and felt him shaking, she didn't let go. She wanted him inside her. He pulled his head back, his eyes wide. "Annabel!" he shouted, "Annabel, I'm coming!!!" She tightened her legs around his waist. She didn't even think about pregnancy or babies or any of that, all she thought about was helping to make Nicholas feel good. "Come inside me, Nicholas!" He lifted his head into the air and bellowed, a long low moan. She felt him spasm inside her, she felt that pulse. She felt her insides get warm and wet. She felt him unload, release, let go, fill her. "Annabel," he said more quietly, more passionately, looking down at her while she felt him continue to pulse inside her, "I love you." She smiled. The happiest girl on Earth. [If you like this story--or if you don't like it!--please consider leaving a comment at my erotic fiction web site, Thanks!]