She knew if she wanted to go out with her friends on that boat trip that weekend she had to stay in and get that extra work she assigned her students taken care of. But seeing as it was Thursday and it was later then usual she stayed at the school to take care of it so when she left that building she’d be free and clear of any and all responsibilities related to any extra assignment she had put on them earlier that week.

This woman, a 41 year old “homely” woman, or so she considered herself one at least, sat at that desk, and graded each paper so she could be free of all assignments when she got back from that boating excursion.

He walked the halls doing his job when he noticed a light on in a room up the way. Not knowing why it was on he put down his things and headed up the way. He passed by it and saw her working at something and Marvin smiled at the idea when he noticed it was her in the room.

Once passed the room, he thought about his idea again. He always liked her for her quiet, reserved personality. He liked all those soft features he’d paid strict attention to over the years and Marvin always wished he had the balls to ask her that question. However, he knew better or so he thought he did.

Oh what the heck, he told himself. Just do it he thought. So he turned back and stopped at her doorway, knocking on it, and smiling as he looked into the room.

“Hi, what’s going on Lillian?” he asked.

“Ohhhhhh hi Marvin…I didn’t even know anyone was still here,” she replied, smiling.

He looked at her tits. She was not an extraordinary woman but those sweet green eyes of hers along with her slender like body in addition to a set of juggernaut boobs attracted him to her a long time ago.

They talked, briefly, but he discovered one piece of very interesting information. “You don’t have a car, really? How do you get back and forth from school?”

“My sister picks me up…or her husband,” she said.

“Where do you live? Maybe I can take you home,” he told her.

“Ohhhhhh Marvin,” Lilly exclaimed, “nahhhh, you don’t have to do that.”

“No…sure I’d do that,” he told her with a smile she appeared to like. “I don’t mind.”

She told him where she lived. It wasn’t too far away and he said he’d be more then willing to take her home. She called her sister and told her she had a way home. Marvin and Lilly talked all the way home and she found out some interesting facts about him as he took her to her house. She found him to be a very interesting guy.

“Soooo what do you like to photograph?” she asked.

“Oh wow…really?” he asked. “All sorts of things. Nature, architecture…odd ones of course, people…men and women but well of course…mainly women who love to smile,” he went on to tell her.

The car went silent as she thought about what he’d told her. “...but mainly women who love to smile.” I like to smile, she thought. I don’t know if I have a good smile but I like smiling she told herself.

“I like smiling,” she finally said as she opened up to him.

As he drove he smiled and turned to look at her, smiling while he did. “Cool. I think you have a nice smile,” he told her.

“Awwww, you’re just trying to be kind. I don’t have a nice smile,” she said.

“Sure you do. I’ve always thought that. Heck…you’re a very pretty woman too,” he said.

“Marvin…you’re just sweet talking me,” she said while beginning to blush.

“No I’m not,” he said although she could see a smile on his face and in his eyes. “I’d say that to anyone who I think is as attractive as you are Lillian.”

He made her feel good all over. She liked the compliment. She would have liked to hear more of them to be honest she thought. She told him where he should go. They talked more and out of nowhere, as they came closer to her small home, he did it again. He complimented the woman but not about her beauty thus leaving her with the impression that he was a lot, lot nicer then she thought.

He pulled up to her house and she started to get out of the car. She thanked him, with a smile, and finally said “Maybe, if you’re not busy some day, I could have you over for lunch or dinner? How’s that sound?”

“Ohhh, that sounds nice,” he said smiling at her. “Hey, maybe I could bring some of my camera equipment too?”

She said yes. He pulled away once she was inside her house. The day was almost done. She watched him drive away and she smiled at the idea that maybe, just maybe, she had a potential suitor on her hands.

“Nahhhh,” she said after she thought up the idea.

“Hi Marvin,” she said the following Monday. He smiled and said hi back to her. They stopped to talk to one another and that was when she invited him over for the following Saturday for lunch. “I’ll even open up my pool…if you want to bring a bathing suit.”

He said yes.

That following Saturday he was there bathing suit and camera equipment in tow. He’d show her the equipment and he’d brought along all sorts of pictures he’d taken he could show her to impress her. Maybe she’d even like to have her picture taken by me.

It was a nice sunny day. Warm, delightful, and no one around to bother them he took pictures of several things…and she didn’t even know it. Life seemed good. He’d show her his pictures he’d taken at a later date; probably Monday seeing as he had Sunday to develop them. It wouldn’t be any trouble.

“Wow, you took all of these…on Saturday…of my house? Wow, when…when did…you take…take these of me, Marvin?” she said. She was in a full length bathing suit. She had a fairly nice body. It wasn’t majestic by any stretch of the imagination but for a woman who is 41 she looked…good. Yes she did. And she was smiling by chance too. “How is it you can catch someone smiling like that so often? I’ve never seen pictures of me like these showing me smiling.”

“I don’t know…I guess I’ve always had a knack at that. That’s why I take pictures. And once in a while I’ll get paid for it too,” he told her.

She looked at all of them again and again and enjoyed each one for various reasons. “I sure wish someone…like you maybe…could take pictures of me as if I am a model. But well, you know…I’m no model. That’s for sure,” she told him in a disheartened like tone of voice.

“No way,” he said. “You choose whatever outfits you’d like to have pictures taken in and Lillian I’ll take pictures of you. You’ll love it. I promise.”

The following week, and throughout the week too, she prepared herself for what she thought would be a normal, natural set of pictures, and she picked out only five or six causal outfits which were not over the top in fashion or style. She rethought it all but adored the outfits she had chosen. However, at the very last minute she chose to switch a couple of them up. Thursday night she went out and bought a couple which allowed others to see her in tops which showed off some of her robust mature cleavage she knew she had and could potentially arouse a man’s desire…if she was lucky enough to meet a man that is.

He came over. They’d had lunch again. He talked her into “being ready” for her first shoot, taking casual pictures of her, and not even knowing it either. She was impressed when she saw the pictures and he easily talked her into doing another shoot, which excited her, and she could not wait to do it when the next weekend came.

“Ready?” he asked. She smiled and said yes and that’s when she formally started taking more recognized, official pictures of herself, clothed of course, by Marvin at her house. “How about next week we go out and take some?” he asked. “You’ll love how they all look, okay?”

She felt much more comfortable with his idea and easily said yes.

“To the park or where would you like to go?” he asked.

At the park, the shooting was much less formal, and he took picture after picture after picture. She wanted to do something much less formal and suggested she change her clothes and put on one of her prettier, even possibly sexier dresses, which he agreed it could boost her appreciation of herself, but he didn’t say it in those words.

She came out of her car wearing a low necked summer dress. “Wow!” he exclaimed. “Now that one says it all, Lillian,” he went to add.

“Ohhhhhh Marvin, don’t tease me with your words,” she said. “I’m not that pretty.”

“Sure you are Lillian. A man would have to be crazy, and I mean nutso, not to want to be with you…in a romantic, affectionate manner.”

What he’d said had to have her wondering about herself and how pretty she actually was in truth. She loved it that he’d told her she was pretty. He wasn’t half bad looking either she thought. Regardless that he was an African-American, he was in decent shape, and she knew one thing for sure. She had not had a date with a man in ages.

“Well thank you Marvin,” she came back, smiling, but also blushing. “I’m not much for compliments but you’re a nice looking man too.”

He caught her words and took theme in, digesting them, and saving them for another day. He knew one thing. He’d always liked Lillian even if she was a quiet, reserved, and somewhat homely woman she still was pretty in her own way. He could deal with that.

“May I come again sometime?” he said towards the end of the day.

“Ohhhhhhh sure Marvin sure,” she replied. Out of nowhere, she hugged him goodbye. “I’d love to do another shoot with you…maybe something…I don’t know but maybe something a little more…more mature?” she said in a tone uncharacteristic of her.

“I’d love that,” he said. “You choose the outfits and I’ll take the pictures.”

“Oh my Lord, Lillian…wow…Holy Mother of…wow, that looks amazing on you!” he said the following week when he arrived. It was dress. It was a dress she had never worn before in her life. It was tight, allowing him to see her in a light she had never shown anyone before. Yes, there were soft, aged curves maybe most women wouldn’t show a man, but something about how he made her feel previously changed all that. That dress, it looked spectacular. “I mean it Lillian…I never thought…I never really noticed your body like that ever before.”

He left her smiling, and blushing too, and Marvin was on top of the world as his pulled a camera out of it and swiftly dropped his bag so she could shoot more and more pictures of her. I could shoot her naked, he thought, and I could do this all…day…long. Wow, she does look…sexy! I mean it too!

“I want…I have to…I’m going to tell you something you won’t ever believe Lillian,” he said. “You…you look extremely sexy in that dress and you look very, very pretty too!”

She was shocked! No one but nobody had ever said anything like that to her before. It was both a treat and a wonderful joy to hear him tell her that. She smiled with a sparkling beam which made even him wonder what was next. But he decided to ask her anyway, despite their semi-professional, friendly relationship.

“I have a question for you.” He paused a moment. The two looked at each other as she waited for his question. “Would you…or have you ever considered…I don’t know, maybe consider doing a semi or naked shoot as far as pictures are concerned?”

“What…Marvin…never!” she thought. She looked at him, shocked he’d even ask the question. “I’d…I’d never do that Marvin. I’m a 41 year old woman. I’m not some 22 year old. I wouldn’t ever…ever do that! Never!” she said.

But there was something in the tone in which she said it that had him questioning her convictions on it all. He looked at her but he did not smile as he did. He could tell that she may, if she considered it some more, do a naked or semi-naked shoot with him, especially seeing as she knew him a lot better then a few weeks ago.

“Well think about it,” he said.

“Just do that, alright? It could be a lot of fun. Trust me.”

And she did. She felt…embarrassed for starters. She felt like an old spinster as spinsters go she told herself but as the days went on she thought okay maybe a few pictures, with some of my clothes off won’t hurt.

“Marvin hi,” she said in a quiet reserved tone of voice. She looked around at first. “I’ll do it…kind of…but we’ll talk about it at my house before we do it.”

“You’ll be happier then you realize once you do it. Trust me, you will,” he said.

“I will not do any, and I repeat any, naked pictures. I’ll do it but I’m going to leave my underwear on. Do you hear me Marvin?”

He said yes.

He had all his cameras in place. Some self supporting and some he used personally but as the shoot progressed he was watching her more then he was taking pictures of her. Once a piece of clothing came off, and he saw some of that wondrous sweet cleavage advance, he enjoyed the shoot a lot, lot more.

“Mmmmm, I will say this Lillian. You really are built. You really do have a nice figure and I bet you don’t realize it but you are in a lot better shape then you realize,” he said.

He got her to remove her skirt. He took more and more pictures of her, focusing on her mid-section, and focusing more around her upper, inner thighs then she ever realized. He had her posing, and showing herself off, and she felt and showed it her sexuality as it should show it for a 41 year old teacher who supposedly was all washed up.

“I am going to come over in a few nights and show you all these pictures. Lillian, you will be very impressed at how…how beautiful you actually are,” he said.

She did not believe him.

Tuesday late afternoon came. He rang her doorbell and she answered. She was a perfect hostess and they sat down so she could view all the pictures he’d taken of her.

“My Lord, Marvin…these are of me, really?” He said yes. He showed her all the other pictures too. “Wow…these can’t be of me. I’m just not…I’m not that attractive.”

“Sure you are. You’ve just never vied yourself as an attractive woman before,” he told her. “Everything about you Lillian…your face, your eyes, your hair, and even your breasts…and your hips buttocks and legs…all of you is beautiful.”

“Ohhhhhh Marvin, stop teasing me.”

“I’m not teasing you. I’ve had a lot of fun with all of this.” He paused a moment. He smiled, finally, and then said “I’ll be honest with you,” and his face turned serious all of a sudden, if I was your boyfriend, and I mean this too, I’d ask you to well to,” and he looked her in the eyes and paused. “I’d ask you to make love to me.”

She was astounded. “What…me…us…us make…make love?” she declared. “Us make love…ohhhhhh come on Marvin!”

“I’d show you…I mean I’d try to show you…that is if you wanted me to,” he told her.

He could tell she was interested and had seriously contemplated his suggestion and the idea of making love to a man, him specifically, despite he was a black man too came into consideration. Sex is sex and making love is making love she told herself. To be able to kiss a man’s lips again in that manner would be…it would be great.

“I…I don’t know, Marvin,” she said. Her eyes closed, momentarily and then she opened them. He sat there, waiting. “Marvin, I have not kissed a man, romantically, in over…in over three plus years at least.” She paused as moment. “I just don’t know,” she told him while shaking her head. “I just don’t know.”

“Sure you do,” he told her. Think about it. Think about all that reclusive passion hiding somewhere inside of you. Lillian, we have come to know each other quite well. I think so and I think you know me. I’m a nice guy aren’t I? I hope you think so.”

He looked at her as she looked down, wondering. “What if I do this? What if I lean in and kiss you on your lips to start? Nothing else but a nice, soft kiss on those lips of yours, and then I’ll pull away. I will not do anything else. I promise.”

“You promise?” Lillian asked.

“I promise,” he said.

She watched him. He smiled, gently. She waited. He “closed” in on her. As he did, she started to close her eyes as she waited. His lips landed on her lips and her eyes were closed at this point as he kissed her lips softly and gently but for a long while as he kissed her on her lips.

She loved how it felt. She absolutely loved it. To be kissed by a man, kissed by lips like those, to her, was one signature like kiss. Her heart, for starters, exploded with a thrill and luster leading her to want anything which followed that. And that meant she would accept it all. Ohhhhhhh, ohhh yes oh my God yes she told herself. Take me…take my body and take me to the next level she heard herself crying out within. I want it all. I want you, I want your hands, and I want you for all you have to give me Marvin.

“Mmmmmm oooooohh,” she said once he pulled away and just before their eyes focused in on the other. Finally her eyes met his. She smiled, meekly, not sure what to tell him, but she did say “I uhhh like that. Yes…yes I did, Marvin.”

“Would you like to do it again?” he asked.

Without thinking she said “Oh uh sure, yes.”

He leaned in and he kissed her on her lips again, moving them around hers and slowly moving his tongue into position. He lid it passed his lips. He moved it into her mouth. She felt it. Her body exploded with emotion she was unable to define. She felt the need to grab hold of his body as he French kissed her and made her want him even more.

She pulled him closer against her. Heat seemed to find its way throughout her body and into his body, notifying him that she wanted and needed it all, possibly. He felt her arms and hands on him. He pulled her towards him as well. The kissing continued as the heat grew from within on both of them.

“I want you,” he heard her say.

“Are…you sure?” he asked.

“Yes…oh God yes Marvin…I soooo want this to happen. I want you. I want you. I soooo want you all…over…my…body. Let’s make love…please?”

He did it right there. He pulled off his shirt. She loved it. His manly pecs, those chest muscles looked great, she thought. She looked at them and without thinking she ran her hands over them. He started to remove her top. Initially, she hesitated, but then she knew what he was doing and the top came up over her head.

His hands were on her upper body, stroking her soft relatively flat tummy, and soon after, making a move to show her how much he loved her tits. Now that to her felt incredible and she knew she could do that all night long.

She was telling herself, as he did it, that he could feel and rub and do as he pleased to her boobs all day long. God, it was soooo incredible how it felt as his hands made her feel so soothed and rejuvenated as if she could make love in every possible way known to man.

“Oh…my…God!” she cried out. “Oh God, ohhh God…oh my God, yes Marvin yes…do not stop doing that. Uhhh ohhhhhh God my Lord that uh oooooohh yes oh yes,” she cried out as she closed her eyes and let him hold her and feel her bosoms some more.

He took her from her backside, kissing her neck, and rubbing her tits and tummy and arousing her even more. She was rubbing his sides as he felt her breasts and kissed her on her neck. She loved how it all felt. He played with her nipples. It tingled as he did. Pinching and playing with one, or the other, she allowed him to keep on doing it so she could feel more wanted and more turned on as well.

Lillian was in heaven. She felt she could fly away with this man as he continued kissing her on the neck and ears too. He’d touch those breasts and make her feel as if she was a goddess. He held her as if she was a queen while he kept on kissing her neck and feeling her breasts.

“Marvin may I…can I feel…your uhhh penis?” she asked.

“If you want to you can,” he said. “Just reach down and feel it.”

She did. She could not believe its size. Although limp, it was thick she discovered. It was long as ever. It was a man’s penis. That’s for sure but his penis was much, much bigger then she ever expected.

She pressed her hand against his crotch some more. “You umm have a big penis,” she said in a quiet but surprised tone of voice. “I’ve…I’ve never seen or felt anything like this before.”

“Would you care to actually see it, Lillian?”

She swallowed hard. Does he mean that? See his penis, really?” she asked herself. “I don’t know…maybe,” she said.

He sat down on the couch. She turned around and looked at him and then at his crotch. He told her to get down on her knees and undo his zipper. She was hesitant but did it. She got down on her knees and slid up to his lap, guarded that she was doing the right thing at the moment.

“It’s okay…we don’t have to do anything you don’t want to, alright?” he told her.

“Okay,” she said as she looked at his crotch some more.

She looked at it as she reached out for his zipper. She fumbled with it almost too much. She couldn’t seem to undo the zipper. He told her to let him do it and he unzipped his zipper. Her eyes grew big. Her heart beat faster. She had never in her life felt a man’s cock before not ever.

“Do you want me to pull it out?” he said. She said yes.

He reached in and grabbed hold of it. He pulled it out through his zipper. The thing was huge. It was fat. It was long. It was certainly limp. But it was impressive nonetheless.

In a quiet tone of voice she said “That is big, Marvin.” She looked up and he was smiling.

“Yes, I guess so,” he said. “Would you like to feel it?”

“Ohhhhhh no…that’s okay,” she replied.

“Are you sure,” he asked.

She stared at it. She was shaking her head but staring at its size. You knew she was seriously considering touching it. It was only a matter of time. He smiled and decided to reach out and take hold of her hand, gently.

“What…what are you doing?” she said.

“Showing you that it won’t bite,” he told her. “It’s okay…just feel it with the tips of your fingers. It’ll be okay.”

Hesitating some, she carefully and lightly felt the softness of the skin surrounding his limp penis. Whatever resided in her throat, jumped at the action. She loved it but didn’t say so. Her eyes grew as she felt it again. She touched it, carefully, again. She loved how his soft flesh felt around that limp, fat cock felt.

“It doesn’t hurt does it?” she said.

“Not at all, Lillian. Not at all,” he told her. “I love how it feels.”

“Really, do you?” she said and she looked up at his face and he was smiling.

“Yes, I do. Would you like to hold it in your hand?” he asked.

“Hold…hold your penis, really?” she said. “Ohhhhhh no, I don’t know about that.”

“Nooooo, it’ll be fine,” he told her. “Just relax and put it in the palm of your hand.”

Very slowly, she did what he told her to do. It felt incredibly awesome she thought as once she took hold of it and held it lightly she looked up to make sure he was okay. He was. He was smiling at her. And he said “This could be a more enjoyable you know.”

“What do you mean?” she said.

“We could go and lay down somewhere. You know…in a bed?” he told her.

“Oh nooooo I uh don’t think so,” she said. “I’m not umm like that.”

“Sure you are. You just don’t know it yet,” he told her.

She pulled her hand off his limp penis, which he wished she hadn’t, and she said “No, Marvin, I’m not.”

“Okay,” he said, with a smile that could have read that he is naughty as ever. “But to be honest with you I’d do something for you that would make you forever happy.”

“What’s that?” she asked.

“Well…I’d take off your clothes…all your clothes and I’d put my tongue up into your vagina and I’d make you orgasm and cum and then I’d take pictures of you coming. Just like that…I’d do it,” he said.

“You’re nuts Marvin. I wouldn’t ever do that,” and she pulled away. She out herself back together and she made him leave, no sexual activity for either of them that afternoon. “Please leave…right now…will you?”

And just as he left, as he held all his camera equipment, except one camera, he stole a kiss from her. He leaned in and kissed her on her cheek and said goodbye, politely.

She would think about it all. She would definitely think about him, what they did, and what he said at the very, very end. “…I’d make you orgasm and cum and then I’d take pictures of you coming.”

Yes she would and yes she did.