She sat across the kitchen table from her best friend's husband. A month ago she had decided to fuck him and today she would. She knew she should be feeling guilt for betraying her friend. Or perhaps at least a little shame. She didn't. Raw lust spurred her on and the certainty of her conquest inspired her. Her story begins fourteen years ago in a working class section of Liverpool, England.

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Nancy had been raised by her grandmother. Her parents had never figured in her life. When her grandmother became too frail to care for herself, Nancy left school to care for her. She wasn't yet seventeen. She worked at whatever she could down by the docks, whatever allowed her time to care for the old lady.

School had never done much for Nancy, but art had. She thought she was a talented painter, thought it might be her only talent, and she was as determined to continue her art as she was to care for her grandmother.

Jack worked on the docks with her and had befriended her when she had begun. It was hard work, and the men didn't make it easy for a young girl. Jack had told her rather frankly not long after she'd begun that he bet she was a pretty randy fuck and really never stopped hitting on her, but he became her only confidant at work and she managed to shrug off his never-ending advances. When he learned of her interest in art, he told her of Bruce, his uncle, a mason and a fairly well-known local artist who gave painting lessons to make ends meet.

That was how Nancy found herself wandering among the old warehouses in the harbor, in an area that wasn't yet gentrified and didn't seem likely to be anytime soon, carrying a portfolio of her best work and looking for Bruce's studio late one Saturday morning on a clear October day.

She found the address and walked through a large, decrepit old warehouse building, following what turned out to be good directions, and eventually found his studio. He was painting when she entered. She stood at the door not wanting to interrupt and he continued to paint for several minutes before putting down his brush and turning to her.

"Right on time. Thank you."

He wasn't tall or fat but was very broad. She was immediately struck by the deep lines which creased his face and his intense, sparkling blue eyes. Only later did she notice his receding hair line and his large, calloused hands. She would learn he was nearly sixty.

"Let's see what you have," he said, motioning to her portfolio and inviting her in with a lowering and turning of his head. She walked to him and laid her portfolio on the table next to the easel where he had been painting. He took his time going through her work, paying it close attention. When he had finished, he looked her in the eyes and said, "You have talent. I won't be wasting my time or your money. When do you want to start?"

She had thought Jack would have told him of her circumstances. She started to pack her portfolio to leave. He reached out and stopped her hands and her portfolio fell back onto the table. He had been eyeing her closely since she entered the studio. He liked what he saw.

"What's the matter?" he asked.

"I thought Jack told you. I cannot afford to pay."

He looked closely at her and she looked straight back at him. She had attitude and he liked it. "You could model. Two one hour sessions for a four hour lesson."

She knew this would be her only chance to continue her painting. "Sounds good," she said.

"Can you start today?"

She nodded.

"Well don't just stand there. Strip."

Bloody fuck, she thought, as she looked around the studio and realized he expected her to undress where she was standing while he watched her with those deep, searching blue eyes. Of all the fucking days not to wear knickers.

She kicked off her shoes and pushed her jeans to the floor and stepped out of them. His eyes never left her and he noticed she wasn't wearing panties. She pulled her tee shirt over her head and when it covered her face he told her to stop and hold still. She was naked from the neck down and her face was hidden. She was short and petite, her breasts, barely a B cup, required no support (they wouldn't for years), short black haired and shapely, not boyish. He looked her over stroking his cock subconsciously. "Okay," he said after a long interval, "take your shirt off and let's get started."

She removed her shirt and stood naked and confident exposed to his penetrating gaze. He studied her from head to toe.

"Turn around," he said, "step back onto the platform and lean forward with your hands against the rail."

She took the few steps across the studio fully conscious he was watching the wiggle of her ass as she walked to the rail and assumed the position he had directed.

"Turn your head over your left shoulder and look back at me," he instructed. She saw him close behind her wearing no pants and stroking his erect cock with his right hand. When he reached her he took her by the hips and she felt, for the first time, the coarseness of his hands. He pulled her hips toward him and reached both hands around her belly and between her thighs to part her legs. The crown of his cock touched the bottom of her cunt and he glided slowly forward splitting her wet inner lips and caressing her extremely large and erect nub. He returned his hands to her hips and ran his cock the length of her cunt several times stimulating her clit with each stroke before entering her to the hilt in a single thrust.

Nancy wasn't a virgin. A couple of the older boys from school had come round to her house during her last year and she had fooled around with them when the old lady was asleep. But that had been nothing like this.

He fucked her slowly and deeply, pulling nearly out of her and driving back in fully holding her firmly by the hips until he felt her begin to meet his thrusts. He fucked her harder and she kept pace. When her breathing became haggard and her moans feral, he took his right hand from her hip and ran his rough middle finger over her clitoris. He had never felt one as big. He pinched it between his thumb and middle finger and she moaned deeply. He stroked her again and she exploded in orgasm. He returned his hands to her hips and held her gently remaining still within her until she had run her course. He pulled his erect and throbbing cock from her cunt, put on his pants and told her it was time to paint.

He had her pose standing straight up with her feet nearly together facing him. He placed her left hand on her right breast and had her cover her bush with her right hand. Her left breast was fully exposed resting on her left arm. The irony of the innocence of her pose wasn't lost on Nancy.

He painted her for an hour. Then he led her by the hand to a side room she hadn't seen when she entered the studio. He pointed to the bed and removed his clothes. She lay on her back, her legs slightly spread. He knelt between her legs, placed his erect cock at the entrance to her cunt, penetrated her gently and fucked her in the missionary position for the next hour. She wrapped her legs around his back and lost count of her orgasms before he finally let out a roar and emptied himself into her.

Nancy modeled twice a week and Bruce taught her once a week. He fucked her before and after each modeling session just as he had at her first session. Her lesson was devoted entirely to painting. A few weeks into this routine, Nancy began to notice real improvements in her painting. She also began to wish he would fuck her more often.

Coming in for a modeling session on a cold February morning, she decided to ask Bruce why he didn't fuck her on lesson days. She was irritated on arriving at the studio to find another woman already there and painting on an easel beside Bruce. Before she voiced her irritation, Bruce introduced her to Brenda, a large woman in her late forties. "You will model for both of us today," he told Nancy. "She will pay you the standard nude model rate for the entire time you are here."

"But I need you to fuck me!" Nancy screamed silently.

Bruce continued, " I've shown Brenda your work and she is impressed not only with your talent but with the progress you have made since we started working together. We both think you would benefit from weekly lessons from her. She knows you can't pay her but I think you and she might be able to work something out. Now let's get started. Strip."

Nancy glared at him shocked by his abruptness in the presence of a stranger. It was how he treated her when they were together but she thought he should give some consideration to her feelings when she had just been introduced to the woman. He had turned to his easel ignoring her peevishness. She thought of leaving but knew she wouldn't. After a long minute, she kicked off her shoes, pulled off her jeans and pulled her tee shirt over her head standing naked before them. He let her stay there under his and Brenda's searing gazes for the same long minute she had kept him waiting before directing her to assume her position at the rail on the platform.

They continued to watch her closely as she turned and walked to the rail. "Now look back at me over your right shoulder," Bruce instructed her.

Turning her head she saw Brenda gazing directly at her and, out of the corner of her eye, Bruce approaching cock in hand. "Holy fucking shit," she thought, "he's going to fuck me while that bitch watches!"

His rough hands grasped her hips and pulled them to him. He reached around her belly and spread her legs. His cock probed the bottom of her cunt and slid between her moist inner lips until it caressed her emerging nub. Holding her by the hips he continued to massage her cunt with his rampant and leaking cock finally entering her in one fluid motion when she had begun to moan. She met his thrusts immediately and they fucked hard and fast for several minutes until he slid his right hand from her hip to her clit and stroked her firmly with his rough middle finger. She came furiously and almost immediately. He withdrew, fully erect and streaming fluid, when she had ridden out her orgasm. Pulling on his pants, he directed her to assume the innocent pose he had asked of her the first time he painted her. As she posed she looked directly at Brenda who was standing hands on her hips and legs spread to the width of her shoulders staring at Nancy, her eyes twinkling. Their eyes met and held each others, only to break when Brenda turned to her easel to start to paint.

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Bruce undressed and they lay down together. As he entered her, Brenda entered the bedroom and sat on a chair beside the bed. She stayed, sitting quietly absorbed watching them fuck, through Nancy's several orgasms and Bruce's final spasm. Before Nancy could rise from the bed, Brenda rose from her chair and sat beside her taking her by the shoulders and holding her where she lay. Nancy glared at her, unable to mouth her anger only because Brenda leaned over her and kissed her fully on the lips. She continued the kiss until Nancy yielded to it, then breaking it off smiling at Nancy and kissing her again. Nancy responded to this kiss aggressively driving her tongue into Brenda's mouth and biting her lower lip. Brenda wondered if she could possibly be ready for more after the fucking Bruce had just given her. Even if she was it wouldn't fit with Brenda's plans. She pulled back and waited. Nancy looked strangely at her and asked, "What gives, bitch?"

Brenda slapped her face. "Ask again, Nancy. Politely," she growled.

The slap shocked Nancy. Thinking she may have deserved it shocked her even more. She lay still, stark naked, with sperm dripping from her cunt wondering who this woman was. She couldn't decide. She gritted her teeth and asked, "Do you want me?"

Now it was Brenda's turn to be shocked. Of course she wanted her and she was going to take her, just not now. She hadn't expected the question any more than she had expected Nancy to remain in bed naked talking to her. Bruce was right. She was a real spitfire.

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"We'll dine on oysters," Brenda told Nancy as she broke off her first lesson. They were in her studio behind her gallery in an old warehouse in an area of the docks only slightly less run down than Bruce's. "Oysters are an unusual food. It's no wonder the ancients ascribed aphrodisiacal powers to them. You must coax them open if you are to enjoy their sensual liquid textures; depending on where they grow their taste ranges from sweet to briny; to fully appreciate them you must let them linger in your mouth and caress them with your tongue. And every once in a while one contains a hidden pearl."

She poured a flute of champagne for each of them and put a metal tray with two dozen oysters on ice on the coffee table in the private room next to her studio. She and Nancy sat opposite each other in large overstuffed armchairs. They drank the first flute of champagne quickly and she poured them another. Taking her first oyster (she had shucked them that morning), she put a dab of horseradish on it and slid it from its half-shell into her mouth. She opened her mouth to let Nancy see how she savored it before swallowing it. She handed one to Nancy and watched her closely.

Nancy repeated what she had just watched Brenda do.

"I think you should undress, young lady, and throw your legs over the arms of the chair. I'll feed you your oysters."

Nancy stood, stepped from her shoes and pants, pulled her tee shirt over her head and sat back down. She raised her legs one at a time and, laying them over the arms of the chair, splayed herself for Brenda's appreciation.

Brenda handed her her flute and she drank it down. Brenda put a dab of horseradish on an oyster and handed it to her. While Nancy lingered over the oyster, Brenda took her nipples between her thumbs and forefingers and urged them to erection. She handed her another oyster and gently caressed her slit. One more oyster and her cunt opened. Brenda's fingers caressed her inner lips as she kissed Nancy on her mouth easing her tongue between her lips and sharing the taste and texture of her oyster before Nancy swallowed.

"There is another type of oyster. It too must be coaxed open gently if it is to reveal its most delicious textures. The breed also has a variety of flavors ranging from sweet to briny and to enjoy it fully you must let it linger on your tongue while you caress it. This breed is unique, however. Each oyster of this breed contains a pearl and the pearl is the source of all pleasure."

She fed Nancy oysters and fingered her cunt while discussing this remarkable breed of oyster.

Stepping away from Nancy she reached under her skirt and removed her panties, placing them on the coffee table beside the tray of oysters. She took two oysters, the last two, eating one and feeding Nancy the other.

"Now, young lady," she said kneeling between Nancy's splayed legs, "I think I am ready for one of this exotic breed of oyster." She lowered her face to Nancy's cunt and licked her, barely touching her more the caress of a feather than the bold stroke of a tongue, along the full length of her cunt from her bottom to her nub. As she continued licking her ever so lightly, Nancy's cunt gradually opened and moistened and her pearl emerged from its shell.

"My word," Brenda gushed, removing her lips from Nancy's, "and what a pearl it is. Keep your legs where they are, young lady, no matter what happens until I tell you to move them." Brenda had seen and sucked many a clit but never one as large and prominent as Nancy's. She sharpened her assault on her moist inner lips and extended her strokes finding her pearl with each. Nancy's hips began to gyrate and her lips vibrated in response to Brenda's experienced lips and tongue. Just when Nancy thought she could take no more Brenda took her pearl in her mouth holding it gently between her teeth caressing it with the tip of her tongue and sucked it hard. Nancy exploded, her cunt gushing juices, and Brenda held steady to her pearl and continued sucking hard. Nancy screamed a long, deep feral scream but somehow managed to keep her legs draped over the arms of the chair. Just as she began to scream in sheer and utter agony, Brenda released her pearl and gently licked her throbbing lips. She licked slowly and gently as Nancy rode wave after wave of pleasure emanating from her pearl and resonating through her entire body. She opened her eyes to see Brenda sitting opposite her, legs splayed over the arms of her chair skirt gathered to her waist and cunt boldly displayed. She looked Nancy in the eyes.

"You may bring your legs together."

Nancy pulled first one leg then the other off the arms of the chair and sat back nestled deeply.

"On your hands and knees."

Nancy obeyed.

"Crawl to me."

Nancy couldn't have walked if she had wanted to. And she didn't want to. She reached Brenda and licked her slit lightly from bottom to hood just as Brenda had licked her. She continued to lick Brenda's entire length as lightly as a feather and her cunt slowly opened. She switched her focus to Brenda's huge inner lips licking them lightly at first occasionally brushing her hood and then harder and firmer when Brenda's pearl finally showed itself. Nancy had never seen another than hers and Brenda's was not like hers. Her licking soon focused on the pearl and Brenda's breathing grew more and more agitated, her moans coming more and more frequently and turning to animalistic mewls. Her pearl began to throb and her lips quivered as she lay back spasms bursting forth off Nancy's tongue and spreading through her torso. Her breasts ached in pleasure. Nancy removed her lips from Brenda's pearl and kissed her inner lips sucking and swallowing her briny juices. Brenda lowered one leg and the other and gathered Nancy in her arms, holding her close and kissing her while she cuddled her breasts. They sat for several minutes before they dressed and Nancy left the studio.

To be continued...