Chapter 2

The alarm went off at 7:30, but Karen woke up alone in bed. Carl had gotten an early start on his day, which he often did. Stretching and wiping the sleep out of her eyes, Karen got up and took a leisurely shower. In spite of what Carl had said, she still thought her tits were too small. They were by no means tiny, but she really wished she had a set of knockers that would drive men wild.

Studying her profile in the bathroom mirror, she finally decided that her breasts were in proportion to her slender body, and she shouldn't waste her time wishing for what she couldn't have anyway.

She thought about the photo shoot while she made breakfast, and knew it was going to be a good day. She'd be working with Freddy, and Freddy was always fun.

She grabbed a cab and arrived at the studio ahead of schedule. That meant she could be the first one to have her hair and make-up done and have a little time to relax before the camera started snapping her picture.

Freddy was in a particularly good mood, even though his new assistant, a young guy by the name of Kurt, seemed to be all thumbs. But the guy was trying, and Freddy was willing to forgive.

By the time all the models had arrived and been prepped for shooting, Karen was in her third bikini. Freddy was clicking pictures like mad, but Karen doubted that any of them would be any good. It was the dead of winter, and the studio was freezing. She was sure her goose bumps would show on any shot closer than fifty feet.

She did her best to keep from showing how cold she was and was surprised the bright lights didn't keep the place any warmer. But the others weren't so cooperative.

Within an hour, Karen was the only model there. All the others refused to work in such "terrible, inhuman conditions," as one of them complained. Karen would have balked, too, if she hadn't needed the job so badly. The more her face was seen, she figured, the more work she'd get, and her face hadn't been seen in quite some time. She stayed, shivering, but she stayed.

"Okay, let's take a break and get you warmed up," Freddy said. "You're shaking so bad everything's going to be out of focus!"

"Can't you turn the heat up?"

"It's up, baby. It's just an old building. Kurt. Get one of those big beach blankets and wrap it around her."

"You sure are pretty," Kurt said, folding the blanket around her shoulders, letting his hands skim across her breasts as he closed it in front of her.

"Thank you," Karen said demurely.

Kurt stepped behind her, briskly rubbing her arms and pressing his body against hers. He boldly rubbed more than her arms, his crotch sliding slowly across her butt. Karen began to warm up, but it was a warmth that grew from the inside. Kurt was heating up more than her skin.

"Feeling any warmer?" Freddy asked, standing in front of her, watching Kurt's active hands and body.

"Definitely! Your assistant certainly seems to know what he's doing now!"

"He tries hard, but I really shouldn't let him do all the work," Freddy said with a smirk, his hands reaching out for her chest.

Karen was quickly sandwiched between the two men. Kurt obviously had an erection as his crotch continued to play across her ass. And Freddy's hands found their way under the blanket to rub her breasts. He quickly had them bared for his circling palms, her nipples erect with arousal rather than from the cold.

"Okay, guys. I'm warm now," Karen said. She saw where this was leading and thought about Carl. In the three months they had been together, she hadn't been with anyone else. They hadn't really made a commitment to each other; it was just one of those things that was understood.

"Me, too," Kurt said behind her. "Baby, I'm warm all over! But warm isn't as good as hot!"

Kurt spun her around and voraciously attacked her mouth. His tongue quickly darted between her lips and stroked her mouth with the sexual frenzy of a jack rabbit. Their hips were pasted together, the excited bulge in his jeans pressing against her pussy. She pushed against his chest.

"Slow down!" she gasped. "I'm not going anywhere."

Freddy and Kurt exchanged a look, then started to shed their clothes. Karen watched them, wondering if Carl would understand should he find out, knowing she was not about to stifle the lust filling the studio.

She spread the blanket out on the floor and took off her bikini. She started to shiver again, but she knew she would quickly be warmed by the two men who were nearly naked.

Stretching out on the blanket, waiting, she gazed at Kurt's youthful body. He had a swimmer's build, with only a few hairs circling the nipples on his smooth chest. His legs were much hairier, and she discovered his crotch was, too, when his briefs went flying to the floor.

He stood with his erection standing proudly above his uneven balls, his left nut lower than his right, as he waited for Freddy to get naked.

Karen turned her attention to Freddy, his stocky body almost totally exposed. He looked like a Teddy bear, his barrel chest covered in fur, his boxer shorts stretched across his fleshy belly. As his boxers traveled down his thighs, his fat, semi-hard dick fought to free itself from the forest of black hair billowing in his crotch.

Freddy straightened up and sent his hands down to play his cock into full erection, his balls bouncing beneath the rapid stroking of his prick.

Karen was no longer cold, her body heating quickly with two hard cocks approaching her crotch. Her legs separated for her men, and her hands massaged the wanting mound of her twat. Desire grew in her cunt, and she wondered which stiff prick would know the pleasures of her pussy.

But she would have to wait to find out, as both men knelt next to her face. Each of them angled their cockhead toward her mouth. She didn't know which dick to go for first. Since Kurt's hard-on was longer and, therefore, closer, she reached out for his shaft and pulled his knob into her mouth. Her other hand wrapped around Freddy's pulsing stem to keep him happy while she investigated the tasty feel of Kurt's rigid rod.

But Freddy was not to be denied. He pulled her head off Kurt's cock, turning her to face his thumping prick. He took her hand off his shaft and leaned forward.

Karen saw the drops of pre-cum glistening on his knob just before he shoved his dick between her lips. Her tongue felt the smooth glide of his cockhead as it shot to the back of her mouth.

Freddy claimed her face like a man with an urgent need. His hips pumped. His belly and his balls danced around her head, and his dick tried to work itself down her throat. She kept his cock within her mouth as her hand fondled Kurt's hot and pliable balls. She was in need of arousing foreplay, but Freddy seemed ready to fuck his way to climax.

And Kurt wasn't satisfied with her hand playing with his nuts. His hand grabbed his shaft and rubbed his knob against her circled lips. He wanted inside her mouth, but Freddy wasn't willing to make room.

She turned her head until Freddy's dick slipped out of her mouth. "My, what eager beavers! Take it easy, guys. Slow down, and let me handle this. Let go of your dicks and lean back."

Both guys released their hard-ons and angled their crotches above her face.

"That's better," Karen cooed, taking a firm shaft in each hand.

She raised her head and kissed each cock, a gentle peck on one knob and then the other. Her hands slowly coursed over their swollen shafts as her tongue licked from one flavorful erection to the other. Her tender toying quickly had each sturdy prick oiling, her lips coated in their slippery discharge.

She sucked in Freddy's cockhead first, since he seemed to be the most anxious. Her tongue swabbed his heated helmet, her lips locked behind his flared corona, his body trembling around her playful tonguing.

Then she switched to Kurt's pointed dickhead, drawing it slowly between her lips until it sat against her tongue. His pisshole pumped fluids like an active oil derrick, and his hips urged his erection further into her mouth. She backed off and stared at their needy dicks.

Since neither of them appeared to be willing to take turns, she smashed their knobs together, her hand squeezing harshly around their shafts. Freddy and Kurt stared wide-eyed at each other, their cocks pressed shaft to shaft, their dickheads drooling over one another.

Karen chuckled as her lips closed over their knobs. Men were such silly creatures. They were stark naked, fully erect, and ready to fuck in front of each other, but horrified at the thought of their bodies making contact.

She didn't give them time to separate their dicks as she drew them both between her lips, her tongue licking across their taut skin, their pre-cum draining into her mouth. They both moaned above her and obviously enjoyed her active tongue in spite of their pricks being held together.

She sucked hard on their heated flesh, her lips stretched, their knobs barely fitting inside her mouth. She loved the taste of their pricks, but she had more than a mouth to be satisfied. Her pussy pounded beneath her, and her tits craved the caresses that would keep her nipples firm and throbbing.

She pulled off their cocks and allowed the two guys to separate. Freddy quickly moved down to her crotch, his body sitting between her outstretched legs. His hands petted her pussy as Kurt came around to sit on her chest. He pointed his lengthy dick at her mouth as Freddy's fingers slipped into her slit to part her wanting gash.

Her mouth closed around Kurt's pulsing spear at the same time Freddy's tongue reached into her cunt. They both licked and slurped greedily, their shared desire forcing them into a lusty speed.

Kurt pumped his cock into her mouth as Freddy pumped his tongue into her pussy. Her hips bucked against his stroking probes, her cunt anxious for something longer and harder.

She willingly allowed Kurt's rod into her throat, his ass lifting off her chest, his body angled to drive his erection down its hairy base.

The muscles in her neck relaxed to let him pop his knob in and out of her accepting gullet, his shaft racing over her curled tongue. He fucked her face with the exuberance of youth, his balls rapping against her chin as his hips plowed his dick between her circling lips.

Freddy's mouth traveled over her snatch, his tongue investigating every nook and cranny of her stimulated flesh. He teased her hard clit with his kissing lips, his face pressing firmly into her crotch, her cunt lips held far apart to stretch her skin for his roving tongue.

She raised her legs to make all of her snatch available for his eager eating. And he took full advantage of her open crotch. He licked down her gash to rim her asshole, his tongue circling and poking into her anal ring. But he concentrated more on her pussy's pulsing hole, probing as if it needed preparation before his cock slammed through it. She didn't need anything more, her cunt more than ready to be fucked into orgasm.

And Freddy seemed to sense her need. His face backed away from her pussy, his fingers letting her cunt lips close over her moist interior flesh. But her snatch was quickly covered by his sturdy erection. His hips wiggled to push his girth into her slit, his base at her hole, his knob pulsing at the top of her gash.

Karen made sure she swallowed every inch of Kurt's length as she waited for her pussy to be penetrated. Her head rocked from side to side to nuzzle her nose into the curly hairs that consumed his crotch. His dickhead sat far down her throat, his shaft throbbing within her mouth, his body stilled as he savored the ecstasy coursing through his boner.

But Karen couldn't hold him there and returned to sucking his cock, her head bobbing over as much of his length as was comfortable. She let him set the pace as her thoughts turned to her pussy.

Freddy's hand lowered his dick until his slick knob pressed against her entrance. His fat mushroom pushed through her gate, enlarging her hole, slipping into her yearning interior. He climbed into her box, feeding her cunt his rounded girth in a steady drive. He didn't stop until his entire length was buried in her snatch, his balls resting against her ass, his base locked in the grip of her stretched and hugging hole.

He began to stroke, his cock gliding, his knob kissing the back of her box, his shaft caressed by her juicy walls. Both sets of Karen's lips gobbled cock with equal gusto. And both cocks thrilled her body.

Her legs wrapped around Freddy's humping hips, his fleshy, hairy ass driving his erection more fully into her greedy gash. He picked up the pace, and her body rocked beneath him. Her hands reached around to grab onto Kurt's tight, muscular butt, his globes tensed as he drove his dick into her mouth.

Karen's cunt was a wet, clinging sponge that soothingly wrapped and bathed Freddy's heated flesh. The comfort of her smothering cunt made his dick feel twice its normal size. His girth pried through the tight squeeze of her hole, and that, too, made his cock feel like it had swelled to gargantuan proportions.

With Freddy's cock raising the level of her pleasure, Karen slurped and gurgled around Kurt's thrusting pole. She chewed down his slender length, locked her lips near his pulsing base, then stretched the skin of his dick along his stiff muscle. Kurt's slower pace allowed her to fully enjoy his flavorful prick, while Freddy's eager plunges into her pussy had her orgasm swirling inside her.

And the rapid growth of her climax forced her lips off Kurt's cock. She panted around the heated excitement filling her depths. His dick sparkled and glistened in the bright studio lights, tiny stars dancing along the thin film of moisture that wrapped his erection in a second skin.

Kurt's hand stroked his hard-on in the absence of Karen's milking mouth. His fist bore down on his shaft quite hard, his cockhead bending upwards as he traveled along his slippery length. The underside of his dick appeared almost flat with the amount of pressure applied by his squeezing hand. The shape of his cock was far more oval than round as he savagely worked his meat.

But Kurt was anxious to return his dick to her sumptuous mouth, his hand gliding his knob across her lips. Karen didn't deny his pleasure, nor hers. Her mouth opened to once more suck on his juicy stick.

Freddy's steady and rapid pace made it pretty obvious that he was intent on spilling his load rather than tasting the delicacies of her pussy. He didn't play at all, his cock driving in and out between her clasping walls. Karen's cunt bore down on his thrusting shaft to help him reach his splattering goal.

And squeezing around his stroking rod increased her own pleasure. Her orgasm built more swiftly as his prick sailed through her ocean of lust. Her liquids bubbled and boiled inside her, and she no longer noticed the cold of the studio. And she was sure her men didn't either.

Kurt stroked into her mouth at a slow, leisurely speed. She was amazed that he had not yet cum, Carl's eruption came quite swiftly every time she sucked his cock. Perhaps he was now pumping into her face at a snail's pace to keep his cream from exploding. Whatever the reason, her mouth enjoyed the smooth glide of his hard flesh across her tongue. His cock thrilled her mouth, her lips caressing his taut skin and adoring the taste of his smooth, rigid muscle.

With little warning, Karen's orgasm blasted around Freddy's stroking piston. She didn't want to, but she had to pull off Kurt's enthralling erection to scream her excitement. Freddy screamed, too.

Her climax slammed into his sensitive cockhead, detonating like a nuclear bomb. Heat surrounded his rod, the power of her discharge devastating.

Karen's screams turned to deep, gasping grunts as her pussy filled with her raging river of hot honey. The force of her erupting fluids was delightful! Her hips bucked around her flowing release the best they could. Her legs tightened around Freddy's waist, and her entire body trembled with the wonderful sensations coursing through her veins.

Freddy's shaft itched and burned within her torrent of pounding liquids. The heat of her fiery discharge raced through his cock and lodged in his nuts. His entire body stiffened from the intense shock to his wobbling scrotum. Wave after wave of her gushing orgasm escaped her pussy and drained into his crotch. Her drenching honey coated his balls, bathed them, soothed them, relieved the intensity of her initial eruption. The burning temperature in his drowning nuts sent his cream into his dick.

Karen could feel her honey escape her cunt, a warming trail of liquid oozing over her asshole. She squeezed tighter in an effort to keep the flames of her eruption alive in her box, but she couldn't keep the size of her release contained.

Even before her climax had fully stopped, Freddy's hips drove his needy meat into her snatch in wild jabs. Her climax made his seem all that much more important. His dick raced in and out of her cunt, not going nearly as deep as before. He didn't need full penetration with her insides so fully packed with her thick nectars; the pressure on his swollen shaft was all that was necessary to help him reach climax.

Karen slowly relaxed around his furious fuck, her mouth returning to Kurt's waiting cock. As soon as her lips closed around his cockhead, Kurt launched into her throat with a speed that nearly matched Freddy's hurtling dick. Both of her men were anxious to cum.

Freddy pumped and jabbed his fevered prick into her bouncing twat. There was an even greater urgency behind his moves, a deep craving to expunge the burning itch inside his thrusting dick. His driving energy matched his driving need, and Karen's box was just there to receive his load.

Freddy's increased efforts met with resistance. For some reason, his cum was trapped in his shaft. He worked harder, gritted his teeth, and put even greater power behind his thrusts. His dick nailed her pussy to the floor on each forceful lunge, and Karen grunted around Kurt's flying shank.

Her body bounced beneath Freddy's awesome speed, then suddenly stopped. He yanked his dick out of her pussy and she felt his hot load shoot up to her tits in one long stream.

Kurt pulled out of her mouth, turned around to face Freddy, and feverishly pumped his stiff length.

Karen watched Freddy's dick blast his cream, one hurtling, white blast followed by another. His fist flew along his fat girth, his mouth open in gasping cries, his spunk covering her chest in thick threads. His hips furiously stroked his cock through his clasping fingers as his thick load slowly came to an end.

Just as Freddy's dick ceased to blast, Kurt drew in a long, high-pitched, audible gasp. Karen looked up between his legs, his balls covered in sweat, his hand madly pounding his bright red meat.

He closed his eyes, threw back his head, and his cock erupted. Snow-white jizz flew out of his crimson cockhead and reached for her pussy. His massive load plopped onto her body, quickly covering the open spots untouched by Freddy's previous discharge.

His hand squeezed along his length to milk every drop of spunk out of his lengthy organ.

Flopping his cock, the last of his load arched into the air and landed on her cum-covered tits. Her torso was painted with man juice, both men panting, both of their cocks slowly softening beneath their massaging fingers.

Karen smiled and began to rub their cum into her skin.

"Oh, my God! This is fantastic. Quick, get into a bikini," Freddy ordered, getting to his feet and rushing for a camera.

"You can't be serious!" Karen exclaimed. "I'm covered in cum!"

"Yeah, I know. And it looks phenomenal! The lights are bouncing off it like crazy! Hurry before it dries!"

Karen quickly threw on a suit. Freddy was snapping orders at Kurt, and Kurt responded the best he could. Both men rushed around without bothering to put on any clothes.

Karen posed and laughed at the comical sight of their dicks and their balls flopping and jostling between their thighs. But they didn't get very many pictures before the effect was lost.

"Damn!" Freddy cried out. "These pictures are gonna be hot!" He turned to Kurt. "Cum on her again," he ordered.

"Jesus, Freddy! I'm not a cream machine! Cum on her yourself."

"Okay, guys, we've had our fun," Karen interrupted. "I'm going to get cleaned up. I'm a sticky mess. Do you want to shoot some more?"

"Nah, it's too fucking cold in here."

Karen walked over to Kurt and placed her hand atop his limp dick. Turning to Freddy, she said, "Keep him around. Your assistant has hidden talents."