Judy found herself bored and lonely.

Her husband had been moved to 2nd shift a few months ago and was scheduled to stay on that shift for at least a year.

At first, it was not too bad. Judy managed to keep busy and did not mind. But as the weeks went on, she started hating being alone every evening.

She only saw her husband when he crawled, exhausted, into bed around 1 am every night. He would get home, take a shower, eat his dinner she had saved for him, then pass out in their bed.

When she tried to stay up and wait on him, he would complain about how tired he was and that all he wanted was to get to bed and sleep.

After the first month, she had stopped waiting up and went to bed before he got home. He would not even wake up in the morning when she got up to go to work. This got old, real fast.

After 2 months of being alone, she decided she needed to do something for herself—something to occupy her time so they could get through the next year. Then everything should go back to normal.

Judy decided to enroll in an art class at the community college. They had a beginner class in the evening that met 3 nights a week. It was something she had often thought about.

She was excited to try something new. It turned out most of the students were older. That helped her not feel so out of place. She found herself really looking forward to her classes.

In the first weeks, she learned the basics. Color palettes, different brush styles, and mediums.

They all started with basic shapes and textures. Still life, fruit bowls, flowers, and landscapes.

They learned how to sketch out a picture, then bring it to life with colors. The more she practiced, the more she found herself enjoying this part of herself. Her instructor was also very impressed by her natural talent.

After about 8 weeks, she entered the classroom one evening to find all of the easels had been moved into a circle around a platform in the middle of the room. She found her place and waited for the other students as they slowly wandered in and took their places by their workstations.

Once everyone was ready, their instructor announced that they were going to tackle a new project. Suddenly, a young man in a bathrobe joined the classroom and took his place on the platform in the middle of the room.

Their instructor introduced him as their subject for the next month. His name was Carl. He was a student from the college. After being introduced, Carl handed their instructor his robe and stood completely naked in front of everyone.

Judy gasped. Turned bright red and tried to hide behind her canvas. But as she looked around, she saw everyone else was already busy studying Carl. Some had started sketching Carl's form on their canvas. She realized their instructor was talking, explaining how to outline a nude body and different techniques to use.

Judy listened as their instructor explained that Carl would be there for the next month as they learned to work with live models. Once she finally got over the shock, Judy started to really take in Carl's magnificent body. He was several years younger and very well endowed.

Judy let herself relax and concentrated on her artwork. But the more she worked on capturing Carl's physique on her canvas, the more she let her mind wander. She kept wondering what he would be like if he was fully aroused.

After a week of staring at Carl's naked body during class, she found herself starving for attention when she got home. Each evening she would need to change out of her damp panties as soon as she got home.

At first she waited for her husband to get off work. But every night he was too tired to even realize what she needed. After a week of being ignored, she couldn’t take it.

She needed to be touched. She needed release. She was dreaming of Carl every night now. Dreaming of what it would be like to give herself to his young, muscular body.

She stopped waiting on her husband, and after class she would come straight home and strip down. All she could think about was Carl and his amazing body. She barely made it to her bed. Her body ached to be touched. To feel his hands on her breast. To have his manhood buried deep between her legs. Each evening she was so wet from her desire that her toy slid deep inside with ease. She moaned and quivered; her eyes were tightly closed as she fantasized about Carl making love to her.

Her hands caressed her breast as she playfully pinched her hard, tight nipples and glided down to her flower. Teasing her sensitive little button as she worked her toy in and out with slow, determined strokes. Imagining it was Carl inside her, his hands groping her naked body.

She moaned louder as her breathing became deeper and faster. All those evenings of studying Carl's nudity and lusting over his body had built up such passion in her. She screamed out loud when her orgasm ultimately flooded throughout her own body. Her whole body shook as wave after wave of bliss burned through her.

All she could do after was lie there as her heart pounded inside her chest. Her legs were shaking and pressed against each other as tight as she could hold them. She was exhausted and covered in sweat. Her hands were both between her legs, holding her pulsating kitty. A soft, satisfied grin covered her face as she lay there waiting for her climax to pass.

Once her body was back under her own control, she managed to crawl out of bed and into a hot, relaxing shower. After she stripped off the wet sheets and remade the bed before her husband got home.

That night she slept deeply and peacefully, she never heard her husband come home or get in bed with her. Carl kept her company in her dreams all night long.

For the next few weeks, this would be her routine after every class. Marvel at Carl's nudity in class. Then pleasure herself as she dreamt of him in her arms.

Then Carl’s time came to an end. Their time with a nude model was over. All she had was her painting of him now. But she could not take it home. How would she explain to her husband? Carl was hers. His portrait was private. She was not about to share him.

A week after the end of her classes, she still could not get her mind off of her stud. She wanted, no, she needed to find him. She was obsessed. Her dreams and her fantasies were not enough.

She never got his last name. Never even spoke to him. She definitely could not ask her instructor about him. Judy was frantic. Trying to come up with some way to find him.

Then she ultimately realized that even if she did, he might have someone. Might be married or in a relationship. Worst, he might not be interested in her. He was younger. Would he even want to be with her?

She tried her best to put Carl out of her mind. To let it be a wonderful dream. A Salacious fantasy that was now over.

A month had passed. Carl was now a warm memory that she recalled sometimes when her Libido needed attention. Life was back to its old routine. Her husband was still on 2nd shift. She had gotten used to it. She still painted. No more nudes. Just landscapes, flowers, and occasionally a still life.

Then, out of nowhere, there was Carl. Young, shirtless, sweat glistening on his hairless chest. Judy's legs almost buckled at the sight of her young stud from her dreams. Her panties instantly became soaked as soon as she saw him. Every moment she had spent pleasuring herself flooded back. Her face flushed. Goosebumps covered her body. Her nipples became so hard they ached. Every desire was back, alive and burning.

She looked away quickly and started to turn to walk away.

“Oh, Hi. You took that art class I modeled at a few months ago? Right? I remember you because your painting was the best of all of them by far.”

Judy stopped. Tried to speak but could not get her mind to cooperate with her mouth.

Finally she managed to reply weakly. “Yes”

Carl was smiling ear to ear.

“I had hoped to talk with you but never got the chance during class. We are not supposed to interact with students. And after the class was over, I got busy with my finals and, well…,”

Judy regained her composure a little. “I wanted to thank you too. I really enjoyed that class.” Judy blushed again as she thought about him naked.

“Can I buy you a coffee or something? I want to get to know you better. If that's okay?” Carl was still grinning at her.

Judy was shaking with excitement. Hoping Carl didn't notice. She wanted to say, ‘I'd rather you fuck my brains out’, but instead she just replied, “Sure, that would be nice.”

Judy and Carl started meeting for coffee, sometimes lunch. Then they started meeting for dinner. After a couple of dinner dates, Carl kissed her goodnight. As soon as he kissed her, Judy lost all of her control. All of her suppressed desire rushed back.

Judy wrapped both arms around Carl, and his simple ‘goodnight kiss’ instantly morphed into a passionate, hungry, deeply sensual kiss. Thier tongues dancing together. They both started breathing deeper. Hands roaming over each other's bodies. Judy could feel the bulge in Carl's pants growing, pressed up against her. He was even bigger than she had imagined. She had to have him.

It was dark out, and she took his hand as they moved into the shadows. Once away from prying eyes, Judy dropped to her knees and unzipped Carl's pants, releasing her magnificent stud to the cool night air. Judy immediately wrapped both hands around him as she got closer. Breathing in deeply and savored his rich, musky scent. Like an animal in heat, she devoured every inch she could. Taking him in until he hit the back of her throat, fighting not to gag.

Her pants were soaked. Not just her panties. They had soaked through her pants too. It was good that she was on her knees. Her legs were shaking so much it was doubtful they would have been able to hold her up anyway.

Carl had both of his hands tangled in her hair as he slowly rocked his hips, pumping his member in her mouth. He took a deep breath.

“If we keep this up, I'm going to cum soon. Damn, this feels so good. “

There was just enough light that Judy could see Carl's face as she looked up. She could see he had his eyes closed, trying to control his body, trying not to release yet. Judy leaned back and spoke softly.

“Please, cum for me, Carl. Please”

Judy then took him back in and twirled her tongue around his head. Carl tightened his hold on her and pulled her close as he groaned. Then he plusated as he released and flooded her mouth with his massive load. Judy tried her best to swallow, but it was way too much. She had to pull back, as he kept cumming. He sprayed his enormous load all over her face. He kept throbbing and more and more flooded out. Judy swallowed and then licked more off her lips and face.

She wanted more. He tasted better than she had imagined, and she couldn't get enough. Her face was soaked, and cum was dripping down into her blouse. She immediately started licking and sucking on him again as soon as he had emptied his load. To her surprise and enjoyment, he remained hard.

Judy stood up, turned around as she dropped her pants and panties. Bending over, she looked over her shoulder and pleaded, “Now fuck me like I dreamed you would.” She reached back and guided him into her wet, hot, starving kitty.

She gasped as he entered her. He was big, and it hurt as he plowed deeper into her. She loved every inch as she pushed back, wanting more.

Carl grabbed hands full of her soft flesh as he prepared to give her what she needed. He pulled back, then slammed forward as hard as he could. It sent ripples and shock through her body with each thrust.

“More. Please, Carl, more. Don't stop. Fuck me harder. Damnit, more. “

They were both like wild animals now. Totally lost in their lust and sex. Carl continued pounding into Judy as his hips slapped against her ass. They both were trying not to moan too loudly, but it was getting harder and harder to control themselves.

Judy was sore, but it felt too good to stop. She knew she would ache tomorrow, but that was a tomorrow problem. Right now she just needed Carl to keep going. She had cum so hard already that every muscle in her body was screaming. Her legs were barely holding her up. If Carl let go, she knew she would immediately collapse. Her legs would definitely not hold her up.

Every hard thrust Carl landed sent another orgasm through her. Tears were streaming down her face as she sobbed uncontrollably. This is what she had wanted ever since seeing this stud naked, what she had dreamed about as she masturbated. She didn't want Carl to stop.

Carl didn't want to stop either, but his body was reaching its limit. Suddenly he took in a deep breath and slammed into her harder than ever before. This time he stopped, holding her ass tightly against himself as he emptied another Huge load into her. She could feel him throbbing as he pumped his seed in her. She felt his warm, thick cum leak out and trickle down her leg. It felt wonderful and caused another orgasm to race through her body.

Carl could feel Judy’s body shaking and her legs begin to buckle. He wrapped his strong arms around her waist and pulled her up. He held her against his body as tightly as he could. He leaned back against the wall behind him as he held her.

Judy leaned back against Carl and reached up to stroke his face as she tilted her head back.

“Thank you, Carl. You have no idea how long I wanted you.”

They stood there, both of them with thier pants down around thier ankles. Hearts pounding. Bodies shaking. Exhausted and completely satisfied.

Judy slowly turned to face Carl. She reached up on her tiptoes and kissed him. A soft, gentle kiss. She placed her hand on the side of his face and looked him deep into his eyes.

“Thank you, Carl. That was everything and more.” Judy kissed him again. Then reached down and pulled her pants up. “I need to get inside, and you need to go home. My husband will be home soon, and I need to get cleaned up.”

Carl pulled up his pants too. He reached out, but Judy was already turning away. “I can't see you again? Can I?”

Judy looked back. Her eyes were tender and loving. “No. You were my fantasy. You can't be more than that. Hope you understand. I'll never forget you. But I can't. I love my husband. Thank you, Carl.”

Judy turned and went inside.

Carl sighed. Then headed toward his car.

“I wondered who I'll find at my next modeling job next semester?” Carl grinned as he drove home.