Desire Incarnate

I felt her soft fingers wrap around me and instantly my mind was between her lips and my slippery cock was pushing into her hand. I nodded quietly.

She gave me firm approving squeeze and said, "Good boy." My mind reeled, sensing what I was in for as she turned away. This was going to be intense.

She replaced her right hand with her left, and gently pumped my cock with it while she continued to arrange her supplies. She brought her fingers up to hold my cock head in their tips and lightly rotated them, pushing juicy thrills into my body.

She let go and brought her other hand over, which held a long turquoise brush with thick bristles. I watched in anticipation as it approached my extended penis, and I felt the wet end of it dab against the side, leaving a light green spot behind.

"How does that feel Ben?" she asked as it touched down again, this time running up the length of me in a long wet line. "It's kind of like a little tongue licking your cock, isn't it?"

I groaned out a sound and suddenly couldn't believe the situation I was in. I felt her breath on my thigh as her painting arm lay on my bare leg, slightly moving as her paint strokes started going on.

"I wish I could keep you hard in the more . . . traditional ways," she continued as her eyes were riveted on the point where her brush slid along my pulsing canvas of flesh, "but once the paint starts to go on, I can't really be touching your cock."

I loved that she called it that, and she seemed to read my mind and said, "Do you like it when I say cock?" My body throbbed as she said it. "Mmmm, your big cock certainly does."

She continued to paint a little and then switched brushes. I was completely turned on and couldn't image ever being soft again, unless she accidently made me cum, which was a real possibility.

She quietly brushed on another color to my bulging head which capped the rest of the piece. It was amazing to feel the thick paint going on, and it really did feel like someone licking me around in circles.

For quite a while I lay back and tried to keep my mind on arousing things, like her soft mouth nursing on me, her bare breasts in my hands, her tight naked body sliding down my length and slowly rocking my world.

I glanced down and saw that my cock was completely covered in a few solid colors, and she was starting to add some detail over the top. It was a strange feeling as the first layers started to dry, like I had dipped my cock in a liquid wax, and it was starting to set into a lewdly pulsing erotic candle.

The sensation was unique, but hardly stimulating. I tried to use my mind to keep my cock hard, but thoughts alone only went so far. I lay in agony and embarrassment as my cock tilted gently to the side. Penelope stopped painting in mid stroke and pulled the brush back. Without missing a beat she said:

"Would you like to hear a story about the time I ate another girl's pussy?"

Holy shit. I definitely wasn't expecting that, and my cock instantly swelled back to an upright position.

"I thought so," she said with a smile and went back to her work, and words started coming out in a slow and sensual tone as she painted.

"So I was living in a house with two other girls my first year at college, Crissy and Beth," she began. "I was new on campus and, let's just say wet behind the ears, as my roommates were already Juniors. One night, as we sat around in our pajamas drinking and getting to know each other, I noticed Beth absentmindedly squeezing one of her large breasts through her thin night shirt. We talked and laughed and drank, and she just kept casually grabbing and pulling on herself through her shirt. Her top left little to the imagination, believe me, and I could almost see the outline of her nipple underneath . . ."

Penelope's tempting introduction immediately had my attention, and I was just soaking in her words and looking at the ceiling, trying to picture the scene.

"I started feeling weird about it," she continued, "and Beth didn't seem to even notice she was doing it. Finally she let go of herself and took a sip of her drink, and I thought that had to be the end of it. When she set down her drink, she immediately grabbed right onto her nipple through the shirt and started pulling. At this point Crissy noticed too and said 'Jesus Beth, already? You're going to scare little Penny here if you start getting all excited.'

"Beth looked down at her hand on her boob and then up at me and said 'Oop, sorry Pen. I just get into this, uh, mood sometimes when I drink a lot. Our last roommate actually threatened to make me take my shirt off when I would get like this so I'd stop playing with them.' Then she lowered her voice, 'Between us, I think she just wanted a good look at my tits.' She moved her hand away to pick up her drink as Crissy said, 'Yeah, Carla was a bit off, but I kind of miss those days Bethy. You really do have nice tits,' which was shocking to hear, but also came off as a funny joke since we all laughed it away . . ."

Penelope was clearly a natural story teller, and even the voices she used for her roommates added an interesting depth to the scene.

"After that it was a pretty normal night of drinking and laughing. Crissy and Beth were on the couch together and I was next to them on a large recliner. We started getting pretty drunk, and I felt like I was finally bonding with my new friends. I looked over at Beth and she was back to twisting and pulling her nipple while listening to Crissy talk. I took that opportunity to make a little joke and said, 'that's it Beth, off with the shirt!' She looked at me strangely and then down at her thumb and forefinger with a hard nipple pinched between them. We all broke up laughing hysterically . . . that is, until Beth started unbuttoning her shirt . . ."

At that moment I felt a drop of paint land on my abdomen, reminding me of where I was. My erection was blistering hard as I was mentally sitting in another room with three college girls, watching one of them about to undress.

"Crissy started giggling, and I'd been fairly certain Beth wouldn't actually do it when I made the joke. But now I was about to sit around drunk, looking at my new roommate's bare tits all night. Awkward.

"Anyway, I watched in silence as she opened her shirt and her naked boobs appeared. Her nipples were thick and long, and two words popped into my head that instant, 'horny tits.' That was it. I had never actually seen a girl's chest when she was completely turned on like that, but Beth's nipples were so hard it was obvious she was aroused. Her tits just hung off her chest and wobbled as she worked the top off. Crissy and I both stared, unable to speak, until finally Crissy broke the uncomfortable silence by saying 'aaand there they are. God I've missed this. They're pretty awesome though, right Penny?' She looked at me and nodded slightly as if to tell me to compliment them.

"'Oh . . . yeah, really nice Beth,' I said, unsure of what was suddenly going on. Then I watched as Beth took them up in both of her hands and hoisted her heavy tits in the air. I was entranced by their sheer weight and fluidity as the skin of her boobs stretched out in her hands. I thought that removing the shirt was supposed to stop her from playing with them. Instead she started kneading and twisting them around, making us sit and watch as she played with her big naked tits right in front of us . . ."

My painted cock twitched at the vision of her story and I may have exhaled a long sigh as my growing excitement became more evident. But then the story stopped and Penelope was quiet for a time as stroke after dab of paint was carefully applied to my surging shaft.

She was cunning with her story telling, as I realized she was letting me subside a bit before continuing. I was so worked up I figured she had a good five minutes of residual stimulation before she would have to continue with her tale. I lay back and let my mind wander for a while and looked around the unfinished studio ceiling.

After about a few long minutes she began again. "So I'm looking at Crissy for her reaction and she just says, 'Wow Beth, I've never seen your nips so hard, Jesus.' Beth just keeps looking at her own bare tits and says, 'I know, right? I think knowing Penny here hasn't seen them before is a bit of a turn on for me.' Then Crissy snaps back, 'Oh, that's just what you needed honey, another turn on. Let me feel that." And suddenly she was reaching over and grabbing right on to one of Beth's hard nipples, pinching it between her fingers. I was like, what the hell is going on here?"

Penelope's hot story was getting me really worked up, and she just continued to talk while her brush worked its magic on the skin of my blistering cock. I felt her dab a cloth at the very top of my erection every so often, suddenly realizing that my precum would otherwise be leaking out all over her work. Still, she kept on painting and talking.

"I could only stare in shock as Crissy touched and rubbed Beth's long nipple, and Beth looked to be actually pushing her chest out, providing better access to both of her big boobs. The whole time Crissy was like, 'Wow, I've never seen them this hard,' and 'Mmm, you really like this, don't you Bethany?' Personally I was in a drunken stupor watching these two and couldn't look away. Crissy looked at me and said, 'Sorry, this must look weird. But she's on fire over here, look at this!' She squeezed a full breast in her hand and held it for me to look at. I couldn't pull my eyes away; her tits were so sexy and attractive. I kind of wanted to touch one, but I didn't want it to seem like I did, so I just smiled.

"After a while we got up for more drinks and were standing in the kitchen, Beth's topless body out and about as we filled our cups. I kept finding myself glancing at her bare chest, like I was drawn to the raw sexual power that her boobs contained or something. I wasn't really aware I was staring, until Beth moved right in front of me and said, "It's okay Penny, you can check them out too," and before I could stop her she grabbed my arm and lifted my hand up, placing it right on her bare breast. I was surprised at her forward approach, but my hand simply started feeling around. I was actually touching another girl's naked body, and it was mesmerizing . . ."

Hearing Penelope's story had me almost whimpering in agony. The way she told it was compelling and honest, and I was putty in her hands on that studio table.

"I kept staring at my own hand on another girl's naked breast, amazed at the tenderness of her skin as my fingers slipped around the side and underneath. All I could think was 'tits'. Now these were 'tits'. I had maybe 'breasts', Crissy seemed to have something more along the lines of 'boobs', but these were giant naked tits in front of me.

"Before I knew what was happening Crissy came up behind Beth and grabbed onto her other one. So now we're both fondling Beth, and as soon as she was full of hands, she moaned and tipped her head back into Crissy. Suddenly Crissy starts talking softly into Beth's ear, locking eyes with me the whole time. She's saying things like, 'You're so bad Beth, having Penny touch you like that,' and then, 'You're lucky, I think she likes it you horny devil.' I was actually getting aroused by her words, even though she was speaking to Beth. I looked down to see my hand against her boob, rubbing her large nipple; and then I saw something that made me gasp . . ."

Penelope let her words float quietly around the room for a while as she gently poked and glided her brush against my intense arousal. She knew I was on the edge, and this was exactly the state she needed me to be in for her work. She finally continued after a silent minute or two of painting:

"So I look down, and Crissy's other hand is pushed between Beth's legs from behind, as her fingertips were peeking out the front of her crotch. I couldn't believe it! I had never even seen two women together, and here I was feeling my roommate's bare breast, while my other roommate touched her between the legs. It was weird. Crissy must have noticed my reaction and said, 'Sorry Penny, but Beth is so hot right now, and none of us are getting any sleep until she gets this out of her system.' I really had no idea what the hell she was talking about.

"Then Beth started moaning and moving her hips around at Crissy's touch, and I suddenly wanted to back away . . . but my hand kept magnetically kneading that sexy flesh of hers. I looked down and saw Crissy's mischievous hand come around Beth's waist and slide right into the top of her loose pajama bottoms, making her moan out loud. When I looked up Beth was staring into my eyes and her look made me uncomfortable. She bit her lower lip and slowly lifted a hand up and placed it on my chest, gently giving my covered breast a little squeeze.

"My god Ben, I couldn't believe I was letting her feel me up. Having her hand touching my chest was strange and thrilling and scary all at the same time. Crissy noticed and starting talking in Beth's ear again. 'Bethany! You naughty, naughty girl,' she said, 'you're touching Penny now? She's our new roommate and you're already feeling her up?' Beth kept staring at me to make sure I was cool with it, and for some reason I pinched her puffy nipple between my fingers to let her know it was okay . . ."

Penelope then let another long silence lay out across the studio. I was getting used to the rhythm she was setting with her story, and I really wanted her to keep talking, but I also knew I was harder than I'd ever been in my life.

"It was so weird, you know?" she eventually continued, "It started happening so fast I think I got swept up in it. I was very drunk and started feeling horny, like Beth was; well, maybe not that much. I watched Beth's face as Crissy's hand down her pants was digging around. I looked at my chest and watched Beth's small hand grabbing and moving my breast around. Then I felt her other hand touch me on the hip. It inched upwards, and slid right up under my top! Suddenly Beth's hand was inside my shirt, quickly finding a bare nipple and holding it tight . . ."

Penelope stopped short and looked over at her pile of paints, choosing another brush and mixing up a quick color. My mind was in overdrive as the erotic story she was telling had me throbbing in agony. She turned back to her work and looked to be very focused on her stiff canvas.

After another minute of painting she stopped and set her brush down in thought. Slowly she turned to me and said, "I wonder what that felt like to Beth, you know?" There was a twinkle of mischief in her eyes as she wrapped her fingers around my hand and lifted. She moved it under the edge of her loose painter's shirt and up, setting it down right on her exquisitely naked, deliciously firm breast. I was in utter delight as her tender skin gave way beneath my heavy touch, my senses collapsing in a rush of desire.

She let my hand go and left me to touch and caress her wondrous mammary for a moment, looking me in the eye with a smile. "She really got a handful, didn't she Ben?"

"Oh my god," I croaked, keeping my eyes on hers, "she most certainly did." There was a hint of desire in the smile on her face as she slowly extracted my hand from atop her bulbous nirvana. She looked back at her developing artwork and reached for a towel to dab the tip again, as my cock was drooling from the new tactile overload my brain was processing.

She picked up her brush again and silently went back to work, my heart thumping upwards into my chest. I couldn't believe I had just felt her breast, it was like a dream. I could still feel the silky skin and tight nipple pushing into my palm. Her soft strokes on my cock were barely discernible now through the layers of paint, but her breath wafting across my hairless balls felt like a ghostly mouth down there as she continued her story.

"These girls were obviously not being straight with me, you know what I mean?" she continued. "Okay, maybe their old roommate had Beth pull her tits out at one time, but I started thinking this was not the first time these two had been intimate, I mean, like not even close. I didn't really mind having another woman feeling me up, but it was extremely odd knowing that Crissy had her fingers in Beth's underwear right in front of me. I knew I could have stopped it right there, but we were so drunk that I just sighed and let Beth toy with my hardening nipples, and I kept doing the same to hers.

"Suddenly Beth pulls my nightshirt up high over my chest, and she did it so quickly I couldn't resist. Suddenly my tits were out for everyone to see. Crissy says, 'Beth! What are you doing?' and Beth is just staring at my exposed chest saying, "Oh my god Pen, they're awesome!' Then both her hands are on my naked girls and squeezing them together as Crissy started saying things into Beth's ear again, like 'How could you, she's our roommate,' and 'I can't believe you lifted her shirt up.' Meanwhile Beth is getting really close to me, our bare chests were almost touching. I could smell her alcoholic breath in my nose as her mouth got closer, sending me into a bit of a panic . . ."

Penelope took that moment to go into another silent pause of brushing and mixing, swirling and dabbing. Her moves were precise and her technique looked polished. I breathed out a few minutes' worth of pent up exhilaration, and then she said with her eyes on her work, "Do you think she wanted to kiss me Ben?"

Of course this was exactly where my mind was headed, and I just whispered, "I certainly would have."

"Good answer," is all she replied as she kept her gaze locked onto the steady connection of cock and brush. Her story continued.

"I didn't know what to think as Beth's lips started getting closer. Should I kiss her? Should I turn my head? It was extremely weird and somehow exciting, and I actually thought for a moment I might be able to kiss another girl. I was worried for nothing though, as she was leaning into me because Crissy was actually busy pushing her damn pajama bottoms down! They dropped to the floor and Beth steadied herself on me as she lifted her legs out of her pants. And just like that, she was pants-less! Her tight white underwear was the only thing left as Crissy came back up behind her. 'Is that better Bethany?' she whispered, 'Did you want us to see your body? Isn't that what you like?'

"Beth was staring into my eyes, challenging me to look her over. She stepped back and my shirt dropped back into place as my eyes took in her smooth and almost completely naked body. Then Crissy turned and started handing us our drinks again, saying 'come on, let's go back to the other room.' We seemed to snap back into reality for a moment and found our way back to the large couch. Beth sat in the middle where she patted the cushion beside her for me to sit."

"We all sat down and sipped our drinks like before, except now Beth's essentially naked body was right next to me, and it was hard to keep eye contact with her. It started to seem natural after a while though as our conversation jumped from classes to guys to movies we like, and I had almost forgotten that I'd just fondled boobs with the practically naked girl on the couch between Crissy and me.

"But then, in the middle of a story Crissy was telling us about a boy she had met, I noticed Beth absentmindedly stroking one of her boobs again. I noticed Crissy glance down to see it as well, which caused her to intentionally spice her story up a bit.