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Nor did he hesitate when, "Okay, Paulie it's time for those briefs to come off." I could only guess that when students were interviewed, it was explained to them that they had to get naked.

"Beautiful Paulie, you have a beautiful penis." Professor Marston always used the formal terms for body parts. "I haven't photographed an uncircumcised one in a while. "Lovely. Turn to your left."

Professor Marston was using a hand-held camera, but from time to time switched to a different one or to a camera on a tripod. "Now to your right."

"You're doing great. Turn around and stick out that buttocks for me."

Paulie was good about following directions and I was enjoying the show. If I wasn't at work, I'd play with my pussy.

"Paulie, with your buttocks facing me. Spread your legs and bend over. I want a good shot of your scrotum. "Very nice, beautiful."

"Can you turn around lift up your penis, so I can get a front shot of that big scrotum?"

I was surprised Paulie didn't get an erection, but then again it was a seventy-year-old woman praising his cock. I mean at times Professor Marston was kneeling right in front of him with her camera inches away from his penis, his scrotum or his buttock.

"Paulie, for most male models this is the hard part. I need you to get an erection. I have magazines, photographs and videos you can watch, and I can wait in the bathroom until you're ready if you might be embarrassed playing with your penis in front of me."

I got to watch while Professor Marston waited in the bathroom. Paulie watched a porn video which even as a woman I thought was a turn on: cocksucking, pussy eating.

Paulie played with his cock for about ten minutes while he watched the porn video. "I'm sorry Professor Marston, nothing's happening."

She came out of the bathroom. "Oh, Paulie I was so looking forward to photographing your erect penis. I'd just bet it's beautiful. Come sit on the bed next to me, maybe I can help."

He sat next to Professor Marston. "Paulie, I know I'm an old lady, but perhaps. . ."

She took his penis in her hand and stoked it slowly. "Erect, it will be so wonderful to photograph. I'll have it placed in a prime spot at my show, and women, particularly young women will go wild looking at it and wishing they could have it."

Paulie's penis was starting to fill with blood while Professor Marston continued to stroke it. "It's beautiful, you know. Have any girls told you that?"

"No, never. No girls have even seen it."

"When they do, they won't be able to help themselves. You know I've photographed hundreds and hundreds of men. Yours is one of the most beautiful. Paulie, it might help if I gave it a kiss."

Oh, Professor Marston was a good, no a great seductress. You know and I know, it wasn't a kiss. In minutes, she was on her knees and Paulie was getting his first blowjob. Not just any blowjob; that old lady was a master. She was as enthusiastic as Mrs. Grayson when she on her knees sucking Chief Williams' big black cock and she had the stamina of the old lady in the motel back home who blew her husband and then blew him again and again.

She took all of it; every inch in her mouth, easily deepthroating it. Just so you know, Paulie did have a big one. Not as big as Police Chief Williams,' but big.

Paulie forgot all about the photo shoot and rightly so. For a moment Professor Marston took it out of her mouth, "Paulie, please don't cum; not yet. I want to keep enjoying your beautiful cock." She put it back in her mouth and slowly sucked it.

Briefly I saw Paulie's erect cock when it was out of her mouth. Damn it was big, and Professor Marston had no problem swallowing all of it.

I'd become somewhat of an expert; at least theoretically; watching right here in this motel I'd watch blowjobs and fucking. At the motel at home, too, and from my bedroom window.

Of course, watching guys in the shower room wasn't the same; none of those cocks were hard.

Old Professor Marston was a relentless cocksucker. The look on young Paulie's face when he came was priceless. It was the greatest thing that ever happened to him. He'd want it again. It was something Professor Marston expected. "I'm sorry we didn't get to finish the photo shoot, I got so distracted. Perhaps tomorrow or the next day?" Just like women I'd watch give blowjobs before, she wiped her arm across her mouth.

"Anytime, Professor, my schedule is flexible."

"How about tomorrow 3 PM?"

"I'll be here."

I immediately left for the manager's office. "Any chance I can work tomorrow afternoon? One of my classes was cancelled."

"Lucky for you, Stacy just called and said she can't come to work tomorrow afternoon."

Professor Marlena Marston, seventy-years-old, had just seduced an eighteen-year-old freshman into allowing her to blow him. I didn't need to do any research to know that a woman her age wasn't getting a lot of sex and certainly not from a boy Paulie's age.

I looked forward to what she had in store for Paulie tomorrow.

After work I went home to my dorm. That night, with my roommate across the way, I silently played with myself under the covers, thinking of Paulie's cock. Not that I wanted it, but I enjoyed watching what Professor Marston did to him.

By 3 o'clock I was caught up on my work. By that I mean, I had no more rooms to clean at least for another hour. I was secure in the maids' station. Paulie immediately took off his clothes and was wearing only his briefs. "Professor, I'll try to get an erection for you." He took off those briefs.

"Think about what I did to you yesterday, maybe that will help." She was sitting on the bed while Paulie stood in front of her naked; his cock at rest.

"I told you how beautiful it was yesterday and once you were erect, I thought you were magnificent. C'mon Paulie, let's see your erect penis."

Under those conditions, Paulie just couldn't get hard. He played with his cock and then played some more. "I'm sorry, Professor."

"I am too, my cameras are ready to shoot you. I'm not going to do what I did yesterday, but if you'll bear with an old lady, there might be another way."

"Anything."

Professor Marston got undressed. She sat on the edge if the bed. "Paulie, some men find that tasting a vagina helps them get an erection."

It wasn't a pretty sight. I thought heavy-set Mrs. Framington was more attractive.

"Do you think that will help?"

"I don't know, but it can't hurt, can it?" She spread her legs. Since I'd watched my neighbors through my father's binoculars and spying on couples at the motels, I'd seen lots of vaginas, but never one as unattractive as Professor Marston's old vagina. It looked like she hadn't bothered to trim anything for decades.

Paulie didn't hesitate to get on his knees. He had no idea what he was doing, but over the next few days, she guided his tongue to where she liked it. "That's it, my clitoris loves your tongue."

Every hour or so, Professor Marston asked Paulie to show him his penis. "See what tasting my vagina does."

His penis could not have been any harder; it was almost touching his belly button. Professor Marston took lots and lots of photographs from different angles with different cameras. "Paulie, you should probably kiss my vagina again before your erection goes away."

As I said, Professor Marston might have been the greatest seductress in history. Paulie was available whenever Professor Marston called on him. From what I heard, their conversation went something like this, "Paulie, you need to come to the motel this afternoon."

"Yes, Professor."

"Do you know why?"

"I need to taste your vagina."

"Good boy."

Paulie wasn't the only one.

TO BE CONTINUED

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