An Evening with Artists
by Lanacad

Lana gets more than she expected as an art model.

My heart pounded in my chest as I opened the door to the arts building. It was after hours, almost 7:30 in the evening when classrooms were empty, lights were turned off, and only a small maintenance crew was cleaning and straightening in preparation for the next day's classes. Only a handful of classrooms were in use this time of night, and one of those handful was my reason for being here.

'I can't believe I'm doing this,' I thought as I checked the directions on my phone and turned down an unfamiliar hallway.

I was in my second year at state university and things were going well. I was enjoying my classes, I'd made good friends, and had found that balance between doing well and having fun. It was a nice change because high school had been hard for me.

My family had moved at the end of my eighth grade year, so I started school not knowing anybody. It's bad enough not having a posse, but nature had decided to play a trick on me. Most of the girls in my classes developed at the expected time. I... did not. I kept looking like a weirdly short boy while the rest of the girls were obviously becoming women. To the girls, I was someone to keep around to make them look better. To the boys, I may as well not have existed. I tried to make an impression, especially on a particular boy who made my heart flutter whenever I looked at him. Paul Hopkins- lean, well-spoken, and (I thought) sensitive and artistic. In my bed at night I dreamed of somehow catching his eye, arousing in him the fascination that he aroused in me. Sometimes I did other things alone in my bed at night, thinking about Paul.

One day Paul was standing in the hall between classes with a handful of other boys, watching the girls go by and discussing the size and shape of their boobs. One girl walked past and I heard a shout of "melons!" Another was met with "apples," and a third "tennis balls!" After every shout, the boys would laugh raucously. Sometimes the girl would glare, other times blush or just hurry past. The boys fell silent as I walked past, which was bad enough. But I heard Paul blurt out, "pancakes!" If I could have folded myself up into a ball and disappeared, I would have. Instead, I held a book to my non-existent chest and tried not to cry as they cackled and high-fived behind me.

The name stuck. From then on, only the teachers called me "Lana." To everyone else, I was "Pancakes Drake," or just "Pancakes." My entire existence at school was tied to my total lack of a chest. I learned to avoid notice and hide my figure, such as it was, in baggy clothes. It was only after I graduated that things changed. Finally, finally I grew taller, my hips grew rounder, and my pancakes swelled to become rather shapely B-cups. By about halfway through my Freshman year of college, I had grown into what I hoped was a nice figure. Not that anyone could tell; after years of being called "pancakes" the habit of dressing in the loosest, baggiest clothes possible was hard to shake. I thought that if nobody could see my body, they couldn't make fun of me. But really, I did it because I couldn't stand to see myself.

Things changed because college helped me start over and learn to be braver. Some of it was new friends who had never known me as "Pancakes," but always as just "Lana". Some of it was my classes. And I think some of it was just being fed up with hiding. I shopped a little with my new friends and (with their encouragement) wearing things that were a bit less concealing. By the time I started my Sophomore year, things had changed. I was hardly one of those coeds with her ass hanging halfway out of a tiny pair of shorts, or the crop top that just barely covered her tits. But I was at least wearing pants the right size and cute little tank tops. Compared to sweatshirts and baggy jeans, that was huge.

It wasn't enough though. I hated feeling ashamed of my own body and I was always looking for the next step that would help me get over it. Which was ultimately why I was in the arts building after dark. My friend, Jamila, had called me out of the blue a couple of hours earlier as I was studying. Jamila was a year ahead of me; we had hit it off when we sat together in calculus. She was tall, with olive skin and black hair, and was making it through school with a combination of scholarships, loans, and a whole flock of jobs.

"Heeeeey, Lana, how are you?" she asked, voice so raw it made me wince just listening to it.

Jamila had a job that evening, but she sounded like death and was clearly in no shape to do it. As usual, though, she needed the money, and if she could find a replacement, she'd still earn ten percent of the original amount. My finances were a lot more secure than Jamila's, but I wasn't exactly awash in cash. It'd be nice to earn a bit more, and to help out a friend. The catch was the job itself.

"I'm supposed to work as an art model." Jamila explained, "Show up, stand there, and let a class paint you. Pretty easy. The only thing is..."

"Yeah? What?" I asked, but I had a sinking feeling I knew where this was going.

"It's modeling nude, girl. I've done it before and it's really chill! The professor is a really nice guy and he watches out for you, and the students are nice and respectful. You just have to stand there... you know, naked... while they paint. Takes about an hour and a half and you get paid four hundred dollars."

I felt a whole rainforest worth of butterflies flapping around in my stomach.

"Look, I know how you are but everyone else I've tried is sick, or busy, or just chicken. You're kind of my last hope, hon. Please?"

My immediate reaction was to refuse. There was no way I could stand naked in some room so a bunch of strangers could paint me! I'd just spent the better part of five years trying to keep everyone from seeing me, from seeing my body, and now... what? I'm just supposed to get my tits out for everyone to see? But underneath I felt excited. Not like happy excited, but the kind of excitement you feel when you're hooked up to the bungie cord and you stand right on the edge of the platform and know that in a moment you're going to jump off. If I want to stop feeling ashamed of my body, wouldn't this be the way?

"You know what?" I answered at last, "Fine. I'll do it. Send me the deets and I'll do it."

And so, here I was, outside the door to an art studio where, I guessed, I'd soon be standing naked.

I took a deep breath, and discovered the door was locked. Bewildered, I checked the door number- yes, it matched the instructions in my phone. I raised my fist to knock.

"Ms. Drake?" A man's voice called out.

I turned, seeing him walking briskly towards me. He was older, probably mid-thirties, with neatly groomed black hair and a short beard. He was dressed in an old Greenday t-shirt over jeans and brown shoes.

"Um... yes?" I answered.

"Glad I found you! I'm Professor Stephens, I teach the class you're here for."

I shook his hand, suddenly conscious that this man was about to see me completely naked. It must have shown on my face because he smiled kindly and released my hand, taking a small step back.

"I'm impressed that Jamila was able to find a replacement. I understand this is your first time with us; have you ever done any modeling before?"

I shook my head and he nodded before turning on his heel and gesturing down the hall.

"We had to get a different room. I'm afraid a water pipe burst earlier today and maintenance is still trying to sort things out. Our new room is down this way. Would you like to see it and talk things over?"

I nodded, and he led me down the hall, still talking.

"So first of all, you should know that this isn't my first time running a class like this. I am very happily married and she DOES know what happens in class. Actually, we met just like this."

I looked at him sharply and he held up his hands, "Hey, I needed the money!"

I couldn't help snickering and he grinned widely, "That's better. Really, it's no big deal. It feels weird at first, but after five minutes you forget you're naked. And here we are!"

He pulled open a door and waved me through into a large room. On one side, directly in front of us as we entered, was a small round stage about six inches high and about ten feet across. A rack of spotlights hanging from the ceiling shined down on the stage and onto the hip-height stool sitting in the middle. To the right of the stage was a windowless door. And in a semi-circle around the stage to the left were easels with canvases already laid out. The room was noticeably warmer than the hallway.

"It's warm! So I don't get cold?" I blurted out, voice a little shaky.

Professor Stephens nodded, "Exactly. Class doesn't start for a bit so if you would?"

He crossed to the door behind the stage, opened it, and waved me through. The room was small and sparsely furnished. A table, a pair of chairs, a mirror, and a coat rack with a white robe hanging from it. He followed me in and the door swung shut automatically.

"Okay, so, here on the table you'll find some paperwork. Read through carefully and sign. If you don't feel you can sign, I'd rather know about it before class than after."

I nodded at him, "Okay."

"There's a robe over there for you while you're preparing. It's best if you get undressed early so that there's time for the elastic marks on your skin to fade. I can think of a great many nudes by the old masters, and not a one has a waistband crease in it. Although with Picasso it might be hard to tell."

I tried to laugh politely, but my mouth was bone dry.

He took a step towards the door, "This door locks from the inside like so... and I'll knock when I'm ready for you. Do you have any questions?"

"Um," I began, "how close will they get?"

"Not close. They can come up to the edge of the stage if they like, but not onto it. You stand by the stool, most models lean on it, so you're several feet away even if they come up to look. And I'll be in the room the whole time. Anything else?"

I shook my head.

"Thank you for doing this! It's a big help."

He ducked out, leaving me alone.

I glanced around and put my phone down on the table. Might as well get started. I crossed my arms, grabbed the hem of my tank top and peeled it up over my ribs, breasts and shoulders. I hadn't bothered to wear a bra; small, so not much need, and Jamila had warned me about the whole "elastic marks" thing. I folded my tank and laid it on the table before stepping out of my flip flops, unbuttoning my pants and sliding them down to my feet. The pants were baggy and comfortable, a relic of when I'd first come to college. I was left in only a pair of light blue polka dot bikini panties. I'd only started wearing them in the last few months, and sometimes I still felt a bit exposed in them, but not as exposed as I was going to feel tonight! I slid them down my legs and tossed them onto the pile of clothing on the table.

I moved to the mirror mounted on the wall and gave myself an appraising look. Brown eyes were framed by auburn hair cut in a bob that curled up and under at my jaw. Prominent collar bones drew the eye to delicate shoulders and slender arms. My torso tapered to a flat stomach before reaching the gentle curve of my hips. My legs were long and toned from running several times a week, a habit I'd picked up years ago. I shook my head, realizing I'd skipped over the parts of my body I always felt awkward about. I made my eyes rise and studied my breasts. They weren't large, I'd need one hell of a push-up bra to have the cleavage you see in a magazine, but they were respectable and very perky, with small, upturned red nipples. I turned slightly, looking at them in profile, and noticed that my nipples were shriveled into my areolae. I raised my hands to gently play with my breasts and nipples. I mean, it would make for a better painting, wouldn't it? While my fingers worked at my chest, I looked downwards. My ass was muscled and tight, but it didn't stick out the way some girls' did. Not much in the chest and not a lot of junk in the trunk either. Facing the mirror directly again, I turned a critical eye on my pussy. I hadn't shaved my muff but I'd done some trimming and my pubic hair was now a small, neat triangle. You could just see my lips peeking out from between my thighs.

A tingle was beginning in my pussy and pleasure was beginning to pulse out from my now firm nipples. With a sigh, I made myself stop and put on the provided robe, belting it loosely at the waist. I walked back to the table to look over the paperwork. Acknowledgements, contact info, a release for the artists... basically what you'd expect when you're being hired to take off your clothes. I worked at the paperwork but it barely registered I was so anxious. It was like I'd had half a pot of coffee in five minutes; my nerves felt like they were on fire and I could barely catch my breath. Right now, I was filling out some boring forms in a robe but very soon I'd be showing off my naked body to whoever was in that room! I was terrified, and excited, and turned on all at the same time!

After a wait that was endless and somehow also impossibly short, I heard three sharp raps on the door. It was time. I stood and walked over, heart in my throat and a sharp tingling on the back of my tongue. Right now, on this side of the door, my body was an enigma. In a moment, on the other side, a whole room would see everything. I thought about opening the door a crack and peeking out, just to get myself ready, but I've always been a "rip the band-aid off" kind of girl. Quickly, before I could change my mind, I threw the robe off, pulled the door open, and walked through.

I locked my eyes on the stool and walked towards it briskly, focusing on not tripping. I stepped onto the stage, took two paces over to the stool and paused. The door to my dressing room clicked shut behind me. I looked up and found Professor Stephens' eyes, his mouth hanging slightly open. He recovered quickly and stepped up onto the stage beside me.

"Um, normally the models wear the robe out until they're comfortable."

"Oh," I answered, blushing furiously, "Uh, I didn't know."

He gestured behind me, "Do you... want to go back and get it?"

I giggled, holding a hand up to cover my grin, "I don't think there's much point now, is there?"

He smiled back, "No, I suppose not."

He took a deep breath and clasped his hands together, "Okay then! Welcome! As you can see, we have a pretty full house today."

I looked around then, seeing the students for the first time. There were about twenty people standing at easels, a bit less than half of the ones that I could see looked to be men. A few people smiled at me or nodded, and one dark haired girl with a nose ring smiled and waved at me. I waved back, forgetting for a moment that I was naked. I noticed that several of the men had conspicuously blank expressions and I hid a smile. They were obviously trying to be professional and not ogle me too obviously. Maybe this wouldn't be so hard after all? Soft classical music was playing in the background and it was warm enough that I wasn't too cold.

"Okay, so, what do I do?"

Professor Stephens nodded at me, "Okay, so, let's just turn you a little this way..."

As he started to talk me into place, a voice to my left exclaimed, "Pancakes?!"

My eyes widened and I whirled around, looking for the speaker. Sandy blond hair cut short, a lightly freckled face framing ice blue eyes, a broad athletic chest covered by a Sigma Nu fraternity jersey. Athletic shorts left most of his toned legs easily visible, down to his plastic sandals. My eyes snapped back to his face in time to see a grin start to form. For the first time in years I was staring at Paul Hopkins.

All at once I realized that I had turned all the way towards Paul. I was completely on display for him; my legs, my pussy, my breasts were all right there for his eager eyes to enjoy. And it was obvious that he was taking advantage.

"It's good to see you," he continued, stressing the verb.

At my elbow, Professor Stephens cleared his throat, "Mr. Hopkins. I believe I explained last week- again- that our models are volunteers and shouldn't be called out in class. Do you expect to have further difficulties with that?"

Paul's smile faded a bit, but didn't disappear completely, "No, Professor. Sorry, Professor."

He went back to preparing his paints but glanced up at me now and then, still smiling.

Professor Stephens stepped around, blocking Paul's view. I looked up at him and he whispered, "Are you okay? Is this going to be a problem?"

I swallowed, shook my head, and whispered back, "I'm fine. Just surprised. He's... someone I knew from home."

"A good someone?" he pressed.

"It's complicated," I answered, "Is he any good at this?"

Professor Stephens snorted quietly, "Technically, he's very good, but he doesn't let himself feel anything. He'll make a wonderful graphic artist for a third-rate advertising firm someday."

He paused and then gestured at the stool, "Okay, so, shall we get you posed?"

For the next few minutes he coached me into something called "contrapposto," which involved me putting my weight on one foot, putting the other a bit in front, and twisting my torso. He positioned me, on purpose I think, so that I was mostly facing away from Paul, but the torso twist was back towards him. Paul probably had a perfect view of naked ass with my breasts in profile. Holding my head as instructed, I could flick my eyes to the side and see Paul without straining. Professor Stephens showed me how to do "ballet fingers" by touching my thumb and middle fingers together and then letting them part just a little. He positioned my right hand on my chest between my breasts, and my other at my left hip just cocked back. The entire time he patiently demonstrated on himself and talked me through it, never touching me and always giving me space. When he was done he stepped back to look me over with a critical eye. I couldn't see my reflection in anything, but from the appreciative looks the men were trying to hide, I think the pose was working.

Professor Stephens stepped back, turned to the class and clapped, "Okay, everyone! We're running slightly late because our scheduled model wasn't available and her replacement is here for the very first time, so let's get cracking. You know the rules and should have our recent study of shadow and definition in mind as you tackle today's assignment. I'll be circulating to help, as usual. And Nina, watch your easel this time! We don't need you tripping over your own feet and getting a face full of paint again.

The class laughed cheerfully and set to work. Professor Stephens moved away, drifting from student to student. He'd obviously worked with them all for some time and had an easy way about him. I became conscious of eyes constantly roving over my body. I'd see a woman eyeing my legs and hips, or a man carefully studying my breasts. Okay, I noticed the men studying my breasts a lot, but at least they were trying to be professional about it!

I felt warm all of a sudden, but not in the sick, twisting way I had felt before. I realized that men were looking at me, at my naked body, and they weren't laughing. I realized I wasn't nervous any more; I was actually enjoying this. I wanted them to look at me, to study my breasts, to gaze at my pussy and ass. I had my tits out in a room full of people and I loved it.

I was simply reveling in the this new feeling, being naked in front of all of these people, when I realized Paul had approached the stage. He kept his feet planted just off of the stage, but leaned forward at the waist, staring directly at my tits in profile. After a few moments, he shuffled around until he was able to see me from the front. His back was to the Professor and I could see his eyes tracing all over me, lingering longest on my breasts and my pussy. His eyes came up to meet mine and his lips pursed in a silent whistle. Paul Hopkins, who I had fantasized might notice me one day, was drinking in every inch of my body. He could see my pussy lips past my bush, he had a perfect view of my round tits capped by hard nipples. He was looking at everything.

"Mr. Hopkins, if you're quite finished? You're in the way of your classmates," Professor Stephens called from across the room.

Paul twitched and walked back to his easel, adjusting his shorts to hide an erection. Just looking at me had made Paul Hopkins' cock hard! My eyes drifted back to the rest of the class; several of the other men clearly had hard-ons. None of them leered at me like Paul had, but it wasn't for lack of interest, and I noticed a few trying to discreetly adjust themselves. A room full of men were getting hard because of me!

I imagined them coming forward one at a time and taking their cocks out. I thought about seeing them, knowing whose cock was bigger, or bent one way, or really thick. Getting to look at them while I stayed just out of reach. I imagined them jerking off while fantasizing about what they would do to me if they could. I dreamed about them stroking their penises until they sprayed their cum on the stage, while I stood distant and inaccessible, the power of my body driving them to cum. I felt warm and maybe a little wet between my legs as I fantasized. My body was making them hard, making them want to cum. What if I reached out and grasped a cock? Rubbing and stroking while he panted and stared at my tits? I wondered how a cock would feel in my fingers.

I suddenly remembered some of the porn I'd downloaded out of curiosity in high school. I thought about kneeling at the edge of the stage, jerking off two at once while the others stroked their cocks, one after another erupting and splattering me with cum. I thought about what it would feel like to take one of their cocks into my mouth. Maybe that brown haired guy in the back; he could stand at the edge of the stage and I would slide my lips up and down on his cock. I fought back a laugh as I imagined the rest of the class painting me as I gobbled cock. I found myself wondering what cum tastes like and suddenly my mind filled with a vision of Paul standing over me, cock in my mouth, and gasping as he came.

A cell phone rang and I came back to myself, noticing that my nipples were rock hard and my pussy was wet. Had anyone noticed? The friendly girl with the nose ring wasn't giving me any funny looks, so hopefully things were okay, but the brown haired boy was staring awfully intently at my pussy. Certainty Professor Stephens hadn't noticed; he was talking to someone on his cell phone with a dour look on his face. After a few moments he hung up and turned to the class.

"Okay, folks we're just about five minutes from the end of class. Make whatever final changes you want and start to pack up."

I blinked and flicked my eyes to the clock; had it really been almost an hour and a half? I suddenly became aware of stiffness in my neck and back. I'd been holding this pose for a long time and my muscles were ready for something else. At least I'd remembered to bend my knees now and then. Jamila had told me that the first time she modeled she'd locked her knees and fainted after forty minutes. Falling flat on my face would definitely ruin this whole "sex goddess" vibe I'd locked in on! Gradually, the students shifted from last minute dabs at their canvas to packing away supplies and cleaning brushes at sinks towards the back of the class.

"Well, that's time everyone! Please leave your canvases where they are; I'll stack them tomorrow morning and we can review how things turned out next class. Once you're done cleaning your stations you can leave. Oh, and let's give a round of applause to our model!"

I relaxed, rolling my neck and shoulders as the class clapped cheerfully. Girl-with-a-nose-ring grinned and gave me a thumbs up and I nodded back, gratefully. I wasn't quite ready for the whole thing to be over, so I took a moment to rest on the stool, stretching one foot carefully. It didn't feel weird to be naked anymore, but I was already missing the feeling of everyone looking at me. Professor Stephens came over and leaned in to speak quietly.

"We have a little problem, and you can say no, but I need to ask you something."

Apparently, a photography professor was running an adult education class and their model had also called in sick. Only she hadn't found a replacement.

"The class is already mostly over, they've just been talking theory, but if you're willing, we could hustle over there. We'd have to go right now, but it would only take about thirty more minutes and you'd make another two hundred dollars."

I probably looked like I was thinking it over, but inside glee was filling me up. Another two hundred dollars AND more people obsessing over my body? Yes!

"Um, would you stay the way you said you would?"

The Professor grinned, "Of course! If nothing else, the paperwork says I'm responsible for you, so I really don't have a choice."

I nodded, "Okay. Sounds like we better get going right now then, yeah?"

"Well, I..." he started, before trailing off and shaking his head briefly, "Yeah, it's plenty late so there's nobody here anyway. Yes, let's go."

He turned and led the way out of the classroom, right past the easel where Paul was packing his materials away. As I passed, I felt him lightly brush his open palm against my ass. I inhaled sharply, but didn't stop or turn. Paul Hopkins had just felt my bare ass!

I broke out in goosebumps as we left the warm air of the classroom. I had been so nervous when I arrived I hadn't really seen it, but hallway was scattered with doors to classrooms, bulletin boards and occasional chairs. I suddenly became hyper aware that I was walking around the art building completely naked! I don't know why it felt different than the classroom, but it was oddly exciting and deliciously wrong. My nipples were standing up straight.

Professor Stephens pushed open the door to a stairwell and we hurried up two floors. I felt my breasts bouncing as I jogged up the steps and was glad the professor was in front of me. We popped out of another door and then into another classroom. This one was much darker, but with the same kind of stage lit up with lights suspended from the ceiling. A short, older woman with rich ebony skin was speaking at the front but paused at our entry and came over to meet us.

"We came as quickly as we could. Professor Okoye, this is Ms. Drake."

She thrust a hand out and took mine, "It is so good to meet you! Thank you so much for helping us out. I see you are all ready to go!"

She guided me over to the stage and got me posed. Unlike Professor Stephens, she touched me a few times to help me get into place. Only once she was satisfied, and stepped back, did I have a chance to look at the class. I couldn't see them in detail, it was too dark for that, but they were much older. They looked like people who had office jobs, or worked construction, or I don't even know what. The youngest were at least forty and the oldest probably could have been my grandfather. I think one of them might have been the janitor who worked in my dorm! What would it be like to see him there, knowing he could picture what my tits looked like?

Professor Okoye gave quick instructions and each student came forward and took a half a dozen pictures, choosing the angle for themselves. Every now and then they'd ask me to shift a little; Professor Okoye explained it was okay since photos happened so much faster than paintings.

One man, about fifty with sallow sun-starved skin, started barking short requests at me as soon as he came up for his turn. Space your ankles a bit wider, straighten your spine, head to the left, left arm down... I was so busy following the hurricane of commands that I didn't realize that he had me thrusting my breasts out and spreading my thighs. My eyes snapped around and looked straight at the lens as the shutter clicked.

"Perfect," he breathed, peeking out from behind the viewfinder.

"I think THAT'S quite enough, thank you, Bob," Professor Okoye snapped.

"But..." Bob started, but caught sight of her expression and quieted down.

My face flushed as I thought about the photo. I had probably looked like a woman in a dirty magazine, flaunting her tits and pussy for anyone who could buy a copy. I noticed I was smiling.

Again, much faster than I expected, Professor Okoye called the class to an end and dismissed everyone. She thanked me and went to help pack up equipment. Professor Stephens collected me and we headed back to where we started. Once more, I was conscious of being naked, walking around with someone fully clothed.

"Well, this has certainly been an eventful first time modeling!" he said wryly.

I snickered, "Yeah, for real not what I expected! But it hasn't been as bad as I feared. And the extra money will be nice."

He nodded, pushing open the door so that we could leave the stairwell. This time we were going slowly enough that I didn't have to worry about my tits jiggling back and forth. I was almost disappointed.

"You're certainly welcome to come back any time. I don't think I've ever seen someone take to it as naturally as you did."

I considered this as we walked back into our now empty classroom, where I'd first bared my body for others to see. It was fun, yeah, but would I want to come back and do this again? Show off my tits to a room full of people? I noticed my heart was beating a little faster. It must have been the stairs.

I walked over to my dressing room and turned the knob, or tried to. It wouldn't budge under my hand. I tried several times, and pushed a few more, but the door remained stubbornly closed. With a sinking feeling, I remembered the "click" of the door closing.

"Um, Professor?" I said, turning.

"Right, you must not have unlocked it when you came out. Here, let me-" he fumbled with his keys before freezing. "Oh, damn."

"What?"

"Well," he started in a pained voice, "This isn't my usual room. I had to get one of the maintenance people to open it for me, and I don't have keys to the door."

He took a breath, "I'll have to go find someone to open it, which means one of the guys working on the burst pipe, and I don't really want to walk you over there like, you know, this."

I quirked an eyebrow, "Not fashionable?"

"I'm sure you'd get attention," he answered, "I'd put you in my office, but it's part of the flooding."

He rubbed an open palm over his cheeks, "Okay, follow me."

Once again, I found myself walking briskly down the hall in my birthday suit. We took a right, then a left, and stopped outside an unmarked door.

"I do have a key for this door," he said, unlocking it, "And I'd rather leave you alone here than in a classroom. We just keep supplies in here and I'm the last person teaching painting tonight, so nobody will come in before morning. Just wait here while I get your dressing room open and I'll come get you, okay?"

I felt anxious at being alone with my tits and pussy out, but it sounded like the best idea. The light came on as I entered; the room was narrow, with shelves lining two walls. Across from the door was a table at about hip height, probably for sorting, and the far end of the room had a bulletin board with various labor notices tacked on it. Plenty on overtime, from the look of it, but nothing about working in the nude.

"Stay right here and I'll come get you," the Professor said, before stepping out and carefully closing the door behind him.

I had no idea what to do, so I started looking over the shelves. They were full of paints in squat containers, brushes in trays, neat stacks of canvases, bits of beads or feathers for collage, and jars of tacks, paperclips, and all kinds of fasteners. Leaning over, I caught sight of my reflection in a glass jar and smiled just a bit. Not bad. I looked pretty good with my petite tits dangling like that!

I heard the door start to open and walked back over to meet the Professor. That had been fast! But I stumbled to a halt as Paul Hopkins' face appeared around the door. His mouth curved into a smile as he caught sight of me, and he stepped all the way inside, closing the door behind him.

"What are YOU doing here?" I blurted out.

He smiled more widely, "I came to find you, of course. I wanted to talk to you after class, but you left really quickly."

"Talk to me? Is that what you call palming my ass?" I replied, crossing my arms under my breasts and glaring. I didn't try to cover myself; what would have been the point?

"Oh, I'm sorry," he said, sounding anything but, "I just couldn't help myself. You're so hot now, I just got carried away."

My heart fluttered in my chest. Paul Hopkins said I was hot!

"You made my life hell, you know," I stammered, backing up against the table as he took a step forward, "People called me names for years, Paul. I hated it."

He took another step, holding his palms up in a shushing motion, "I'm so sorry about that. I was an immature asshole."

Paul was close now, the tips of his sandals against my toes, his hands at the same height as my breasts and just to the sides. Just a tiny movement and he'd be touching my tits. The first man to touch them. If I turned just a little, he'd be cupping one of my tits!

"I can make it up to you, you know," he said, leaning forward a bit.

"What do you- EEP!" I yelped, as his hands grabbed me around the back of my thighs. He lifted me up and dropped me on my ass on the cold table. His hands slid down behind my knees, gently lifting and spreading them apart. My arms swung back behind on autopilot so that I wouldn't overbalance. My eyes widened as I recognized my position; legs spread, pussy and tits on display for Paul Hopkins. He looked me up and down and smiled more widely.

"I can make it up to you like this," he said, sinking to his knees.

Comprehension dawned as he leaned forward and for the first time I felt a tongue trace a line up my pussy.

"Oh!" I squeaked in surprise and pleasure. He took that as encouragement and leaned in, swirling his tongue around my labia, darting inside, and then flicking at my clit.

His tongue danced over me, pressing inside my folds. He licked side to side, slowly rising before swirling his tongue around my clit. My heart was pounding and my breath was coming in ragged gasps, half in pleasure, half in shock and disbelief. I had started this night studying, and had ended up naked in a supply room with Paul Hopkins of all people licking my pussy like a choco-taco. What the hell?

A shudder of pleasure pulsed through me. I had fantasized about exactly this, and not all that many years ago. Beautiful, sensitive Paul noticing me. Desiring me. Pleasuring me. I looked down and watched his face pivot gently back and forth to guide his eager tongue. His sandy blond hair fell across his face, but I could imagine those eyes looking up while he went down on me. I could hear him breathing around his tongue, and knew that he could smell me as well as taste me.

I leaned back on my left arm and brought my right hand up to my breasts. I rubbed one, then the other, squeezing and massaging in time with the licking. I starting to pinch and flick my nipples, sharp bursts of pain making a counter-point to his pussy licking. I closed my eyes and let waves of pleasure wash over me. I had played with myself before, and knew that an orgasm was coming- not surprising after showing off my naked body all night! Paul had more enthusiasm than skill, I could tell, but after hours of exposure I was powerfully horny, and it didn't take long for me to cum.

I gasped and squeaked, trying to keep quiet, clutching my right breast as Paul shoved his face even more deeply into my pussy. My hips ground against his face and he clutched the small of my back tight. Finally, the waves subsided and he released me.

I sat up straighter, panting slightly, as Paul rose to his feet. He had that cocky grin on his face and the tent he was pitching was pointed right at my spread legs and wet pussy. The look in his eyes told me how he thought this should turn out. My heart thudded in my chest as I imagined how it would go, having sex with Paul right here on this table.

"I gotta say, Pancakes, your syrup is delicious," he said slowly.

I cocked my head to the side and looked at him for a long moment before reaching out and closing my fingers lightly around his cock. I felt it twitch through the thin fabric of his shorts and he drew in a quick breath.

"Is it? And what do you have here, I wonder?"

He grinned, "You can take a look if you want."

I laughed softly and lifted my fingers to his waistband, yanking the elastic out and then down under his balls. He wasn't wearing underwear. My eyes dropped to the first cock I'd ever seen in person. Jutting straight out from his belly, curved up a bit at the end with a bright red head. I wrapped my fingers around it and gave a few experimental tugs, drawing a soft groan from him. I put my left hand on his chest and pushed, keeping my hold on his cock with my other hand and shimmying forward off the table. He took a step back, giving me room to get to my feet. I stood there, my breasts almost touching his chest, and lightly stroked his cock.

I leaned in and whispered, "Why don't you take off your clothes? I'm feeling out of place."

I didn't have to ask twice. With a speed that was honestly funny, he shucked off his shirt and stepped out of his sandals before ripping off his shorts, throwing them onto the table next to me. Paul was naked from the bottom of his feet to the top of his head. I pushed him back another two steps and turned him a little so that I had space. My hand had already resumed lightly stroking his penis as I squatted down to rest on my heels, bringing my face even with his cock. I stroked with one hand, studying his cock with honest curiosity. I could hear him taking shaky breaths and saw a little pearl of fluid appear at the tip. I looked up at him, the tip of his cock inches from my mouth, and met his lust filled eyes.

"My, my," I said, standing back up holding his sandals in one hand and his cock in the other, "Would you like me to do something about this?"

"Yes," he answered in a shaky voice.

I smiled, "I don't have protection, but... maybe I could find some other way to thank you?"

He smiled broadly, "By all means."

"Okay," I giggled, pushing him back again, "Why don't you lean against that wall?"

He shuffled backwards a half a dozen steps and leaned against the bulletin board at the back of the supply room. He spread his feet apart and put his hands behind his head, grinning at me.

I put his sandals on the table next to his clothes and walked forward slowly, shimmying just a bit to make my tits jiggle. As I got close I smiled shyly at him.

"I haven't done this many times before, and I'm embarrassed," I stroked his cock a little, noticing more wetness at the tip, "Close your eyes while I get comfortable on my knees, okay?"

He sighed in anticipation, tipping his head back and closing his eyes, "Whatever you say, Pancakes."

I tugged his cock twice more and let go, "Okay, Paul, here we go."

He tensed up, waiting for the feeling of my lips on his cock. I took two quiet steps, grabbed the jar of tacks off of a shelf and jumped back as I threw it as hard as I could at the floor by his feet. The glass jar shattered, scattering jagged bits of glass and sharp metal tacks all over the floor and especially by his bare feet. I turned and raced for the door, scooping his clothes and sandals up with one arm. He shouted in surprise and then in sudden pain. He must have taken a step forward. I hit the door with one arm, shoving it open and then threw my body against it to force it shut again. I could hear Paul swearing in the supply room but he didn't sound close so I wrestled one of those nice comfy hallway chairs over and propped it under the supply room doorknob. I stomped it into place twice, feeling my tits bounce with each movement, forcing the chair tightly into place. My heart was pounding in my chest, my hands were shaking from the adrenaline, but I was pretty sure that even if he got past the tacks and the glass, he wasn't getting that door open any time soon.

"What the hell?" I heard him shout from inside.

I ran a shaky hand through my hair, feeling jagged, and growled back, "No pancakes for you, you fucking dipshit."

I turned on my heel and walked naked back the way we had come. Along the way I dumped Paul's clothes in a trashcan. It was the least I could do.

When I got back to my classroom I found the Professor and skinny maintenance man. They turned in surprise and the maintenance guy's eyes bulged and his jaw dropped as he got a good look at me.

"Ms. Drake! What are you..." the Professor started.

I explained what had happened, leaving out the detail about Paul going down on me. The Professor's expression went from curious, to alarmed, to something that went beyond simple fury.

"Trent, thank you for unlocking the door. Would you be so kind as to recover Mr. Hopkins from the supply room and take him to the meeting room on the fourth floor? I'll meet you there. I think he and I need to have a little chat."

Trent, who had been staring intently at my tits and grinning, nodded and bustled out of the room.

Professor Stephens ran his fingers through his hair, shaking his head, "Why don't you get dressed?"

All good things come to an end, I guess. I went into my dressing room, put my clothes back on and stepped into my flip flops. My powder blue top and baggy pants suddenly seemed entirely too concealing, but I supposed the feeling would pass. I wasn't sure I wanted it to, though. There were six texts waiting from Jamila, each one more worried by my lack of answer. I dashed off a message that I was fine and would talk to her later, and stepped back into the classroom.

"Well, Professor, it's been an adventure, but it's pretty late now. Can I go?"

"One more thing," he said, pulling an envelope from his pocket, "I have your money here. I just need you to sign the receipt."

I took care of the paperwork and found myself six hundred dollars richer with my pussy freshly licked and, with luck, Paul Hopkins limping around for the next week. All in all a pretty great night.

As I handed the receipt back a sudden thought popped into my head, and I kissed the Professor on the cheek. He'd been cool as a cucumber all night, but now his face and neck turned a bright red.

"Thank you for everything. It would have been a lot scarier if it weren't for you being all Professor-y."

"It is a noble profession," he answered in a solemn voice.

I snickered and waved goodbye. It had been a good night. Not everyone had a story about being naked in a classroom. It was almost a pity, I thought at the time, that nothing like it would ever happen again.