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Professor Andersen was a short, stout man who's salt and pepper hair had fled from the top of his head. His cheeks were round and slightly pink and his nose rather too large for his face. In his tweed jacket, anyone who looked at him might have guessed he was a professor. No one would have ever guessed he was an artist.

"Now, if you'll turn to page three of the course outline, you'll see the year's projects. I want four original works, one still life, one portrait, one scenery, and one nude. I'm not a stickler for when you hand them in, but they must all be in before the final marks due date April."

Most of the students thumbed through the outline, reading the marks guide intently. Mark distractedly doodled on his outline, tracing what might have been a sun, then sketching the outline of a face in the center of it, listening to the Professor elaborating on the system he'd be using for grading Fine Arts - Painting 404.

Mark had slightly wild black hair that he'd worn in a number of different styles over his six years in University. In his torn and faded jeans and black t-shirt, it wouldn't have been a stretch for anyone to see him as an artist, though he was more athletic than most of the class. Mark had worked as a bouncer at the campus club for the last two years to help pay for his books and expenses.

Mark had struggled in his first two years at the University, struggling with Economics and then bouncing to Geography. He hadn't been able to be passionate about either. Finally, at the end of his third year, he'd gathered up his courage and submitted a few samples of his paintings to the Fine Arts Facility. They were impressed enough to allow him to switch his major a third time, practically beginning all over again.

"Umm, professor..." a nervous voice said from behind Mark. He looked over his shoulder. A thin girl named Carol, with mousy brown hair back in a bun and thick black rimmed glasses, had raised her hand. "I have a question about the outline?"

"What is it Carol?" Professor Andersen replied calmly. In a faculty as small as Fine Arts, people tended to know each other.

"What if we can't find someone for the nude?" Carol began with a blush. She was shy. Mark had tried to get her to come out of her shell at a faculty party. It hadn't worked.

Andersen chuckled. "Well, Carol, there's a bunch of students in this class who need a model too. You can help each other out. You're not shy are you?"

A low rumble of chuckles was the answer. Mark smirked to himself, tapping the ends of his pencil on the outline sheet, drumming away distractedly.

"In all seriousness, I usually hire a model to sit for the class on three occasions. If you want to work independently, or if you miss those sittings, you're on your own, but we'll compare schedules and it shouldn't be a problem."

There was a general murmur of assent, and then Andersen clapped his hands together. "Well, that's all I wanted to cover. Dismissed for the day. We'll reconvene next Thursday for the seminar conversation on the Surrealists. Remember, participation does count."

With the professor's dismissal, there was the hum of motion as people began to gather their belongings and leave for the day. Mark stuffed his own outline into his bag and hopped up. He always sat near the back and with a quick step he was out for the day.

-----

The Underground, the student pub, was quiet that Friday. Mark leaned back against post, surveying the line idly as his friend Tony checked the driver's licenses of two Frat Boys to make sure that they were legal to enter. Mark looked down the line, which was remarkably sedate.

"What event is this again?" Mark asked Tony idly.

"Drama club," Tony grunted in reply as he nodded the two frat boys through. "They're celebrating the launch of their annual play."

"Oh," Mark said, looking down the line. Things were shaping up to be a dull night. "Lot of frat boys though," he remarked.

"Yeah," Tony affirmed. "I think one of the sororities has some girls in the cast, so..."

Mark shrugged. He turned slightly to peer into the club, looking over the main room. The dance floor was lifeless, except for a circle of k**s in baggy clothing who were talking amongst themselves. Mark figured them for crew. A few more people were hanging around the bar.

"Hey, who's that?" Mark asked suddenly, his eyes caught on a tall blonde at the pool tables.

Tony leaned back, poking his head in the door. "Dunno," he answered. "Nice ass though."

Mark couldn't help but agree. The tall blonde did have a remarkably nice posterior. She wasn't quite thin enough to be called slender, but she was well toned with shapely legs and a narrow waist. Mark could tell she was into fitness. Her curves, on the other hand, were just short of buxom, with a chest that showed even through a loose blazer and a round rump. Her hair was pale as platinum and up in a French twist at the back of her head. She had a pert nose and full mouth, with high cheek bones illustrating piercing arctic blue eyes.

What really caught Mark's attention, though, was her style. Most of the girls around The Underground either dressed in miniskirts and knee high leather boots that screamed "Fuck me!" or else baggy sweaters and jeans or pajama pants that screamed "I just got out of bed." The platinum haired girl, on the other hand, wore nicely fitted black slacks that showed off her generous length of leg and gorgeous behind. Her white blouse was low cut enough to allow for a peek of cleavage whenever she bent over the pool table, but she had tossed on a stylish black blazer jacket that added respectability. She looked classy and sleek without being preppy.

After a moment of staring, Mark tapped Tony's shoulder. "Hey, I'm going to go over and introduce myself," Mark told his partner.

"Good hunting, bro," Tony replied. "I got your back."

Mark began to cross over to the pool table. Suddenly, a sharp smash of glass came from behind him. He turned and saw Evan, another bouncer, motioning for him to come to the side room.

A couple of the frat boys had been in a drinking competition and had smashed their beer bottles on the floor. Evan and Mark hustled them out of the pub, and then cleaned up the mess.

By the time Mark got back to the main room, the girl was gone.

-----

Mark dashed up the stairs to the Fine Arts building. He ran through the halls towards the gallery room. A couple of his classmates were coming out and leaving. Mark ducked inside, breathing heavily.

A massive man was in the center of the room. He would have towered over Mark and he was heavy with muscle. He was only wearing his jeans, but he was tugging a t-shirt on as well.

"Well, well," a voice joked to Mark. "I'm beginning to think you don't want to paint Mr. Santos."

"Professor Andersen!" Mark exclaimed. "I'm so sorry I'm late. I got caught up in a study group."

Andersen nodded sympathetically. "Well, I think you've missed this sitting as well."

Mark groaned. Between two late shifts at work and his study group, he'd missed all three sittings for the nude. "Is there any chance I can get him to stay a couple minutes more?" Mark said, jerking his thumb at Santos.

Santos hiked his gym bag over his shoulder and was striding up the aisle towards the exit. "Sorry, dude," he rumbled at Mark. "But I got to get to my practice." With that, the huge man lumbered out.

Mark groaned again. "Is there any chance I can get another sitting?" he asked Andersen desperately.

"Now, you know Mark, I've only got a limited budget for these things," Professor Andersen replied dourly. "I can hardly get enough for a fourth sitting for one student."

Mark sighed. The chronic shortage of funds suffered by the Fine Arts program was a topic that every professor had discussed as long as he'd been there. "So what am I going to do?"

"Well, if you'd like, I can pass you Mr. Santos' phone number and you can arrange something independently," Professor Andersen suggested, "Or you can try putting an ad in the school paper."

Mark winced. He really didn't want to paint Santos naked. "I'll try the paper."

-----

Getting an ad in the school paper had proved impossible. The editor had refused because of the paper's strict no adult content policy. He had only allowed Mark's ad to go in as a tiny box on the second to last page, without mentioning nudity. The few applicants he had gotten had refused the second he told them he'd need them to take off their clothes.

Mark had thought about putting up hand bills around the campus, but those needed to be approved by the Student Council. The Student Council was just as adamant about refusing adult content. It wasn't until they received a personal call from both Professor Andersen and the Dean of the Faculty of Fine Arts that they had finally grudgingly agreed to allow Mark to put up one ad sheet in the student lounge in the Fine Arts Building.

After a week, Mark's only response had been a joke e-mail from Tony and Evan. Mark was beginning to get desperate as the deadline loomed closer. He was beginning to seriously consider calling Santos.

Then, finally, he got a little note in his e-mail that read, "Hey, if you're still looking for someone, I'd be willing to help. Sam."

Mark sighed with relief as he shot back a quick response. "Sam, I'm still looking for someone. Let's meet up to talk about it. Mark."

After a brief exchange of e-mails, Sam had agreed to come over to Mark's apartment to meet him in person, and if the terms were right, sit for the painting.

-----

Mark paced about his apartment, rearranging his things and cleaning up the clutter. His apartment was a bachelor's loft. A freight elevator was the main access, aside from the locked door to the stair well. In one corner, he had set up his couch, love seat, and a small television. Near there, he had his bed. His kitchen was a small aside separated by an island. The rest of his apartment was barren except for a few of his paintings that he'd hung.

Fortunately, his loft's west wall was comprised of floor to ceiling windows. In the winter they made the place absurdly chilly. But they let in tons of light and gave Mark a view of some amazing sunsets.

Mark moved to the island, setting up a bottle of wine and two glasses. Suddenly, the intercom buzzed. He paced over to it, pressing the button. "Hello?"

"Hi, it's Sam," a tinny voice replied from the small speaker. Mark pressed the door button.

A few minutes later, the elevator rattled up to his apartment. Mark went and unlatched the wooden slats, helping Sam lift them.

"Hello," Sam replied in a low, throaty voice that was soft as velvet.

Mark blinked, almost gasping. It was her, the blonde from the Underground. Today she wore a beige sweat of soft cashmere that hugged her curves and an ankle length black skirt. In her black high heels, she was actually taller than Mark, though he thought she'd be an inch or two shorter than him barefoot.

"Hello," Mark stammered back.

A slow smile curved Sam's full lips upwards. She extended her hand to him. "I'm Samara. A pleasure to meet you in person."

Mark blinked, taking her hand and squeezing it lightly in greetings. Her skin was soft and warm. "Mark. Please come in."

She slipped past him, her heels clicking on his hardwood floor as she stepped over to the loveseat, turning and sweeping her skirt underneath her as she sat. The swaying of her hips was almost hypnotic. Mark followed after her, taking the seat across from her on the couch.

Mark reached down and pulled out his course outline, setting it on the coffee table between them. Samara raised her eyebrow quizzically. Mark felt almost like blushing. "The project list, just so you know this is on the level," he told her.

Samara gave him another slow, mysterious smile, and then looked down at the outline, reading it. Mark continued, a bit apologetically, "I can only pay one hundred dollars for the sitting..." he began.

Samara gave a low laugh, light and musical. "How long will the sitting take?" she murmured. Her voice was soft as feathers, so he had to lean in slightly to hear her.

"Just today, I'm hoping," Mark replied, and then grinned slightly. "I don't want to lose the light."

Samara nodded and then smiled. "That sounds fine..." she began.

Mark bounded to his feet. "Would you like a glass of wine?" he asked, striding over to the island to pour two glasses.

Samara laughed softly and shrugged. "Alright," she said, then took the glass that he offered her, sipping it. "So what's involved in this?"

"Well," Mark began slowly. "Basically, if you're comfortable, you'll move around the loft, try to find something that feels right. I'll take a quick picture of it for reference, and then sketch it. Once we have a sketch that works, I'll paint that sketch."

"I see," Samara said, sipping her wine again. "And I have to be... nude?"

"Yes," Mark said, bracing himself. He felt sure that this would be wear she'd walk out. He considered for a moment telling her to keep her clothes on until they were past the sketch stage, but hesitate for a minute, feeling tongue tied.

"Alright," Samara murmured, finishing her glass of wine in a gulp and slowly standing up.

Mark blinked. "Alright?" he said, a bit surprised.

Samara nodded, beginning to tug up her sweater, showing a flash of her firm tummy. "Oh, but I get to keep the painting and what not."

Mark shook his head. "Well, I've got to keep submit the painting for marking."

"That's fine," Samara preempted him. "But when you get it back." She grinned suddenly, which surprised him a bit. She looked surprisingly mischievous, which was at odds with her refined image. "I don't want any compromising pictures of myself floating around later in life."

Mark chuckled and then nodded. "That's cool. I can give you the pictures and I'll give you the painting once it's marked. But I keep the sketches. I don't want my sketches floating around either."

Samara paused thoughtfully, and then gave him a radiant smile. "Okay, I can accept that."

With that, she began to slide up her sweat, pulling it off over her head. A small golden stud piercing shone in her navel. Her bra was thin black lace that bounced with the sway of her breasts as she folded the sweater and laid it over the arm of the loveseat.

Mark blinked, watching her form. "You're ready?" he asked a bit numbly.

Samara nodded as reached down to fiddle with her skirt, slowly rolling it down her round hips and slender thighs. It fluttered down her legs and pooled at her feet. She stood, reaching behind her to the clasp of her bra.

Mark felt his pulse starting to race as she undressed. He stared at her bare hips and licked his lips. "No panties?"

Samara paused briefly and shrugged. "No, I never wear them." Then she shrugged again, pushing her bra forward down her slender arms and dropping it over the arm of the love seat. Her breasts were full and round, but surprisingly firm. She stepped out of the puddle of her skirt, her heels clicking, and then paused. "Shoes too?"

Mark smiled and nodded a bit sheepishly. "Yes, please."

Samara quickly slipped her feet out of her heels. She was about 5'10" in bare feet, two inches shorter then Mark, just as he'd guessed. She picked up her glass and padded over to the island. Her behind was surprisingly firm, but bounced with her steps in a way that Mark found incredibly sexy. "May I have another glass of wine?" she asked softly.

Mark nodded swiftly. "Of course." She poured herself a glass and began to sip it. Realizing he hadn't touched his own yet, Mark downed his wine and picked up his camera, pressing the on button as he watched her.

"Digital?" she asked him, nodding to his camera. Mark nodded. "Odd," Samara remarked, padding about the loft, curious as a kitten, sipping her wine periodically.

Mark snapped a shot of her as she looked over his kitchen. "Why odd?"

"I would have thought you for a Polaroid kind of guy," she replied with an impish smile that made her cheeks dimple. She padded back towards the center of his apartment.

Mark grinned, and then snapped another shot of her, catching the sway of her breasts as she lifted her wine glass. "Well, I was, but I found Digital's a lot simpler and neater."

"Aaah..." Samara said, setting the wine glass down on the coffee table. She padded along the length of his loft.

Mark watched her for a minute. "Could you let your hair down?" he requested.

"Of course," Samara replied, running her hand through her platinum hair, freeing it. It fell around her face like a soft frame, spilled across her shoulders and down her back, to just above her buttocks. She ran her fingers through her hair, shifting the silky mass of it as she straightened it. Mark snapped another shot, looked at his camera and then barked, "Wait, there!"

Samara paused briefly, eyes widening at his sudden tone.

Mark nodded. "Can you hold that pose?"

Samara blinked, and then tossed her head again, twining her slender fingers in her hair. "Like this?"

"Yes..." Mark said, pulling out his sketch pad. "That's one I want to sketch." He padded over to sit on the floor, settling the pad on his lap and tapping it with his graphite pencil. He looked over her pose critically, comparing it with the one he had captured on the digital camera.

"Could you bend your knee a bit, just like you were about to take a step?" She did, her foot whispering across the hard wood as she changed her stance.

Now, a small half turn towards me. Perfect. Could you move your elbow out wide?" Samara complied, slipping her elbow away to uncover her body, leaving her breasts and navel exposed.

"Beautiful," Mark murmured, staring at the camera frame, than looking up at the platinum woman before him. "Arch your back a bit... now, tilt your chin up and your head back a bit..."

Samara obediently followed his instructions, arching her back so her full breasts were even more prominent, then tossing her head back, showing the length of a swan's neck. Mark paused, then feeling a bit adventurous, he whispered, "Now slide your foot just a touch forward..."

Samara did, still balancing on her back foot. As she slid her forward foot out a bit, her thighs parted, ever so slightly, to reveal her bare shaven sex and the slight flash of pink skin.

"Good," Mark said, feeling flushed and hot as he began to sketch, his pencil whispering across the paper. He traced the curves of her long legs, then the roundness of his hips. He brushed her navel, penciling in her breasts. "Relax your face," he whispered, in a voice soft enough to avoid disturbing the intimacy of their moment. "Close your eyes slightly, and part your lips, just a touch."

And she did, her full lower lip trembling open a bit. Her expression was almost rapturous, like she had just risen from bed with a passionate lover. With the thin stick of graphite, Mark outlined the shape of her face, the delicate arch of her eyebrows and the sensuous expression.

Their moment stretched on, silently except for the scratch of his pencil. She was still as a statue, except for the slow rise and fall of her breasts. After an eternity, Mark murmured, almost worshipfully, "Got it."

Samara blinked slowly, relaxing her stance. "So now what?" she whispered back to him, voice no louder than his had been. She was breathing heavily, and her soft skin had been tickled by a faint blush.

Mark shrugged. "Try other poses?" he suggested encouragingly.

Samara nodded with a slight flush. She relaxed and padded over to the brick wall. She put her hands on it, tossing her head and looking over her shoulder at him. He picked up his camera and snapped the frame. After a moments pause, she padded towards the tall windows, looking out.

"Be careful," Mark warned her, playfully. "We're only on the second floor; people on the street might look up."

Samara shrugged and smiled back at him mischievously. "I'm not shy."

She turned slightly, resting her firm behind against the rough brick wall. She bent her knees slightly, and then arched her back, thrusting her breasts out, till only her rear and shoulders touched the bricks. Samara tossed her head, thick blonde hair spilling down the red bricks. Mark snapped the picture and then smiled. "Stop."

Samara nodded, freezing and holding the pose. Mark picked up his sketch book and began to sketch her again. She stood so close to the window that he could see her reflection in it, which made it a beautiful vision. And it seemed she truly wasn't shy as she held the pose, face serene. As he drew, she slowly drew her far hand up her body, running her fingers from her thighs up along her navel and then cupping her breast.

Mark's breathing was hard. "Hold it, keep your hand right there," he demanded, feverishly working the pencil over the paper as he tried to capture her. Finally, when he felt he had the sketch perfect, he exhaled fiercely and said, "Done."

Samara nodded, slowly relaxing and beginning to pad towards where he sat on the floor. He felt his breathing quickening as she came towards him, her beautiful hips swaying with her steps.

She slowly slid passed him, wandering back to his couch. She turned and sat on it, then stretched out, laying on her back, her legs curled in, ankles tight against her buttocks, palms down, grasping the lips of the couch as she threw her head back, and platinum hair massing along the arm of the couch.

Mark snapped it, and then moved to sit at the coffee table, setting his sketch pad on it. She stroked her thigh invitingly as he sketched. When he murmured, "Done", she rose, slipping over to the love seat. She caught her discarded heels with her feet, and then crossed her legs, folding her ankles up, off the ground. She ran her hands up her body, cupping her breasts and then tossing her hair wildly.

"Freeze," Mark commanded, shifting to sketch her on the love seat. The image of her sitting there, playing with her hair, her discarded clothes around her aroused him to no end as he sketched her. His throat felt dry as he penciled the curves of her ribs and captured the rise of her breasts.

Mark was awed by her sensuality and raw sexual allure as she had exposed herself to him in pose after pose. He was even more stunned though, at her obedience and willingness to please. Samara was beautiful, confident and refined, yet she had revealed a softer side as she had modeled for him, unhesitant following his instructions. Mark decided to push his luck a touch, to see how much she was willing to trust him.

"Lay over the arm of the loveseat," he whispered, his voice dry.

She paused a moment, then murmured back, "Which way?"

"Both," Mark said intently. "I want to see which looks better."

Samara slowly crawled over the arm of the couch. She rested her knees on the cushions, the arm pressing against her taut belly, her breasts swaying loosely. Her hair dripped across her shoulders as she slid her hands down the side of the love seat, till the touched the bottom edge of the loveseat floor, her chin lifted delicately.

Mark snapped the camera, and then began to sketch. He opened his mouth, but before he could speak, Samara slowly slid her hands down to press her palms of the floor, rolling her shoulders back, a subtle shift that gave him a better view of the softness of her pressed. She raised her hips slightly, showing off her beautiful buttocks. Mark was in heaven. The magnificent beauty had anticipated him, meeting his desires unspoken, accommodating him without a whisper of reluctance.

And as soon as he was done sketching her, she writhed around, wriggling as she shifted herself the other way. Her hips were now over the arm of the loveseat, her knees hanging towards the floor. She pressed her thighs together, tightening her buttocks, her ankles crossed demurely as she lay, pillowing her chin on her arms.

Mark picked up the camera. He snapped the shot of her profile, and then slid across the floor to the other arm of the love seat. She looked up at him, her blue eyes bright and shining so warmly he could hardly believe he had viewed them as arctic. He snapped a photograph of her face, then murmured "And with your eyes closed..."

Samara slowly let her eyes shut, pursing her lips slightly as she lifted her chin a touch, the outline of her breasts swelling. Mark snapped another shot, and then murmured "I want to sketch the profile and the portrait of your face."

"Okay," Samara murmured her voice so soft he could have called it drowsy.

He picked his pad up, sketching frantically, working swiftly to finish the two pages. When he was done, he leaned forward, reaching out with his hand. He placed his palm on the backs of her shoulders, slowly petting her, along the curve of her supple spine. Samara gave a low sound that could only be called a purr. Her skin was hot and Mark could feel tension in the small of her back, revealing how far from drowsy she was. It occurred to him that she was as aroused as he was. He slowly slid his hand up the curve of her buttock, resting on the soft mound.

They held there for a moment, both breathing quick and hard. Finally, Mark gave Samara's rounded bottom a light pat and pushed back. Samara slowly raised her head. "Are we done?" she whispered to him.

"The sketches... I want to paint you now," he said.

Samara nodded, slowly shifting as she rose off the loveseat. She took a moment to straighten her hair, brushing her face and clearing her throat. When she looked back at him, she was composure itself once more. But Mark could see that her cheeks were still flushed, her ears still reddened. "Which sketch do you want to paint?"

"The first one," Mark replied instantly. "It's magic."

Samara nodded. "Now?"

"No," Mark replied. "Let's take a minute to catch our breaths. I need a glass of water."

Samara blushed prettily, and then laughed her soft, breathy laugh. "I could use one too."

Mark went to the kitchen, opening his cupboard to find two glasses. Samara picked up his sketch book, setting it on the island. She leaned over the island, poring over the sketches. Mark filled the glasses, handing her one and sipping the other.

Samara took her glass of water, and then murmured, "Do I look like that?" She ran her finger tip across the paper, tracing the line of her own flank as she'd lain on the couch.

"Yes," Mark replied, sipping his water again.

Samara flashed him a dazzling smile, and then sipped her own glass of water.

"So, where are you from?" Mark asked idly, trying to keep his eyes on her face, despite the invitation of the long lines of soft, female flesh.

"My mom is from Sweden and my dad's from Holland," Samara replied. "But I was born and raised here."

Mark nodded, finishing his water. "Well, let's go set up, before we lose the light."

Samara nodded and padded back to the center of the floor of his loft. Mark strode over to get his easel and paints, setting them up before her. He turned to the page in his sketchbook, looking over the sketch then lifting his eyes to Samara. Without another word, Samara slowly shifted her pose, falling back into the moment as she returned to the stance she'd been in before. "You do that so well," Mark murmured contentedly.

"Theatre classes," Samara replied lightly. "I'm almost as good at capturing a scene as a painting."

"No argument here," Mark chuckled, dipping his brush into the paint and beginning to sc**** it onto the canvas.

He began painting the outline of her figure, carefully mixing colors to try to portray her porcelain skin and the way the sunlight from his window picked out golden highlights in her platinum hair. He used a very thin brush to illustrate the expression on her delicate features, and then began painting the background. By the time he was moving to illuminate the windows behind her, the sun was setting. He carefully painted the fiery orb hanging outside the windows, blazing the horizon in gold and red and orange.

Mark was grinning as he worked, humming slightly to himself as he put brush to canvas. He knew he was doing more than painting a picture; he was creating art. Samara sighed softly, shifting her stance slightly, discretely rubbing her thigh. "Stand still, just a little longer," he murmured and she resumed her pose.

Finally, he was done. He was using a fine brush to capture a few last little touches he wanted to show. Samara shifted again, ever so slightly. "Didn't I say to stand still?" he teased her.

"You should try holding this pose for a few hours," Samara murmured back wryly.

Mark grinned slightly and flicked his brush at her, spraying a few fine droplets of blue paint across her nose. She yelped slightly and hopped back, opening her eyes to give him a glare. Mark chuckled then said, "I think I'm done. Come have a look."

Samara's expression eased into her slow smile and she padded towards him, her svelte figure alluring as she slipped around the easel, brushing him as she slid between him and the painting, looking it over eagerly. "Wow," she murmured softly, turning to face him.

The expression in her pale blue eyes was radiant. She was standing so close to him that they were almost touching. A few flecks of blue paint were drying on the tip of her pert nose and the curve of her soft cheek. Mark grinned again, and then mischievously dipped the fine brush into the orange-gold paint he'd used for the sun, reaching out to slowly trace the brush along her collarbone and down the cover of her shoulder. Samara gave a ticklish shudder and giggled softly.

"Raise your arms over your head," he instructed. Samara did, slowly intertwining her wrists over the crown of her head, full breasts raising, soft lips curved in her slow, mysterious smile. Mark slowly traced the tip of the fine brush down the rounded slope of her left breast, tracing the areola then tickling her nipple.

Samara moaned slightly, her nipple becoming stiff. His expression intent, Mark continued to paint her, using her body as his canvas. He dipped the brush into the bright gold, slowly drawing whirls of brightness radiating from her nipple across the top of her left breast. She shivered slightly, her breasts swaying. He murmured, "Hold still," again, switching to darker reds as he began to extend the whirls along the undersides of her breast, covering it completely in elaborate scrollwork.

"That tickles," Samara moaned as she shivered again, arching her back to him. Mark grinned devilishly as he began to tickle her cleavage with blues and purples. She moaned again, with more need, as he began to work on her right breast.

Mark began to paint a pattern of ivy in green and aqua blue along her neck and collarbone, murmuring as he worked, "You're so beautiful. I'm going to use your entire body as my canvas."

Samara writhed, her hips rolling as she moaned her assent. "Oh yes," she purred in her feathery voice.

"Spread your legs," Mark commanded and she did slightly, reaching down to touch the button of his fly.

It was too much for Mark to resist. He moaned as she rubbed his aching manhood through his jeans. After hours of arousal, he knew he had to take her then and there. "Go stand against the window," he ordered, then darted over to his bed.

Mark quickly stripped off his jeans and boxers, then his shirt. Finally, he dipped his hand under the bed, fumbling around for his box of condoms, pulling one out. He turned, pulling the wrapper off as he did. Samara was leaning against the window, facing him, her blue eyes intent, but not protesting as he rolled the condom on.

He stalked began towards her, the boards creaking underneath him. She rested her palms on the glass. He reached out, his hands on either side of her head, kissing her lips hard. Her mouth was soft and her tongue nimble, meeting his own and twining it, delicate and graceful, drawing him in and kissing him thoroughly. He caught her round hips with his hands, turning her around roughly. She gasped as he pressed her legs open with his foot, but he was too incredibly aroused to go slow. He set the tip of his penis against her sex and slid into her with a moan of satisfaction.

Samara moaned to, tossing her head back, platinum hair spilling down the curve of her supple back. She was wet enough from the hours of intimate sketching and painting that he could slide into her easily. Her pussy was giving, accommodating the length of his shaft, and then squeezing down around him in a way that made him shiver with delight.

With his hands still firmly gripping Samara's hips, he began to fuck her, slowly thrusting in and out. She moaned, pressing her hands on the window, bending forward to rest her painted breasts against it. Mark ran his hand over the curve of her buttocks and up the small of her back, rubbing her shoulder blades to encourage her arch, and then sliding underneath her to tease her nipples with his thumb and forefinger, golden flecks of paint coming off on his hands.

"Oh God," Samara moaned suddenly, squirming and wriggling her hips frantically. Mark was surprised as he ran his hands up her flanks to hold her still. Looking past her, he saw the source of her alarm. It was still light enough that there were people on the street below.

Mark found that incredibly arousing. He was safely behind Samara, who was tall enough to make it impossible for anyone to see him. But there was no doubt that anyone could see her, could tell that she was being fucked. That made him feel virile but protected. He wanted nothing more than to display her, display his handiwork.

He began to pump her harder and faster. Samara moaned and shrieked, squirming underneath him as she was pressed up against the window. Mark could see the outline of her breasts against the glass as she writhed, leaving traces of paint in her wake. "I told you to hold still," he growled, his voice hoarse. He raised his right hand and smacked her hard on her beautiful behind, the soft curve bouncing. She squeals loudly in response.

Her low, throaty moans and soft whimpers heightened Mark to a frenzy. He let go of her hips entirely, seizing her long platinum mane in his left hand, pulling her head back sharply. Then he spanked her rear again, harder. The way her rounded rump bounced and jiggled in response was electric. He began to paddle her, smacking one buttock, then the other, making her wriggle her rump and writhe under his hand. She tossed her head frantically, but he used her long, silky locks like reins, thrusting wildly into her. After a few spanks, he realized she was no longer struggling with him at all.

Mark tugged her hair, making her straighten up, stepping her forward until she was smeared into the window, her cheek pressed against it, her soft body molded to it. Samara whimpered softly, but didn't resist. He slid his hands to either side of her waist, squeezing her slender curves as he thrust almost straight up into her, gasping savagely.

Samara whimpered softly as she pressed her hips and breasts against the glass. "Oh God, everyone can see me," she breathed. Her ears were blazing and her flush spread from her cheeks down to her breasts at her exposure, but Mark could feel her heart hammering fast as a hummingbird's wings as his chest pressed her back and she was wet with pleasure.

He continued to stroke in and out of her, his hands rubbing her sides and flanks, slowly tracing over the curves of her hips. She gave another whimper, but this time Mark could hear the delight in it. Samara's sex was throbbing, squeezing around his shaft in a way that was almost a massage. Mark felt like a king as he enjoyed her beautiful body. Her behind was pink and he could see the outlines of his handprints on her flesh. He reached down and patted her behind gingerly with a friendly touch. She moaned loudly and threw her head back, turning slightly to nuzzle his shoulder and neck as he pressed close to her, her nimble tongue flitting out to lick the line of his jaw.

It was too much and he found himself exploding inside of her, gasping as he orgasmed. He gave on last thrust, and then reached around her to begin stroking her sex. She whimpered again, squeezing her glorious blue eyes shut and he could feel her shudder, her sex tightening as she came with him.

Soon, they collapsed, spent. Samara went limp and Mark scooped her up into his arms, cradling her against his chest as he stumbled over to his bed, laying her out on it. She stretched, almost felinely and Mark crawled up into bed beside her. As he look at her, he could help but grin and she smiled in return, giving a small giggle and then twining her arms around him, drawing him towards her for a passionate kiss.

He kissed her back and wrapped his arms around her waist, tongue wrapped around hers. She moaned, rolling over on top of him, her soft breasts pressing into his chest as she began to kiss him on the sides of his mouth and jaw, then down his neck, quick, soft kisses. She was passionate and adventurous, but her lips and body were so soft that even the light kisses were sensual. She moved up to breathe in his ear, moaning lowly and then gently nipped his earlobe, licking it softly.

Mark groaned as she worked his ears skillfully. He had a weakness for ear nibbling. He let his hands roam her body, squeezing her breasts and rubbing her back, cupping her behind and then stroking her hair till she purred softly in his ear, a sound that made him stiffen slightly.

"Wait," Mark said, rolling her off of him, and then hopping out of bed. "Lay on your stomach," he demanded, then darted over to the easel.

Samara gave him a quizzically look, but submissively stretched out on her front, resting her chin on a pillow, her arms hugging the pillow. Mark returned a few minutes later, straddling her as she lay. "Spread your legs a bit," he said.

Samara did, spreading a bit to reveal her sex. She moaned slightly as something soft and wet touched her shoulder blade, slowly tickling around it. "Now, don't move," Mark asked her.

"Okay," Samara replied softly, stretching slightly.

Mark was over top of her, painting her back with dark colors, blues and greens and blacks. He traced spirals around her shoulder blades and painted ivy down her back. He spread out to blue and green flames that covered her buttocks and started down the backs of her thighs then went back to spirals down her legs. He finished off her shoulders and the nape of her neck with light blue waves. "Now, give it a few minutes to dry," he said.

Samara murmured an assent into the pillow and Mark sat at the side of the bed, staring at her back intently. They were still for a long moment, and then Mark ran his finger across the ivy that scrollwork he had drawn across the small of her back. It didn't smudge. "Now, roll over," he commanded.

With a murmur, Samara flipped over onto her back, laying her arms out relaxed at her sides. Mark started at her feet, connecting the blue and green spirals from the backs of her legs, working up towards her inner thighs. "Now, spread your legs, as wide as you can," he murmured.

Obediently, Samara split her legs apart, till she was spread eagled on the bed. Mark smiled as he let the brush play across her sex, making her moan as he tickled her entrance. He started with bright pink around her clean shaven mound, spiraling out into pink, red and orange flames that engulfed her hips and red and brown waves that volcanoed up her navel, tickled her abdomen, and pillowed her gold painted breasts. He drew red and green ivy down her arms, and then painted blue and red waves across her collarbone and up her neck. She giggled softly at that. He finished by painting blue lines from her nose down across her lips to her chin, then horizontally across her cheeks and over her brows.

He let the paint on her front dry, then whispered, "Stand up."

Samara rose out of bed, brushing her tangled hair back and looking down her body at the elaborate riot of colors and patterns across her skin. She exhaled softly.

Mark pulled out his digital camera, looking over her. "Let me just capture this," he asked raising the camera.

Samara smiled at him slowly, teasing up her hair as he snapped a shot, then pursing her lips and blowing him a kiss for another. She turned and let him shoot her back, her legs and her buttocks. Finally, she lay down on the bed, slowly sliding her legs open. Mark knelt slightly, touching the focus and then snapped a shot of her most intimate regions.

Samara moaned softly, letting her fingers tickle down her breasts and across her painted sex. Mark slid his hand back under his bed for his box of condoms, seizing another one. He began to pull the wrapper off, climbing into bed with the blonde girl.

"Let me," Samara murmured, pushing Mark's shoulders to lay him down, plucking the condom out of his hands. She slid down his body to press a soft kiss on his semi-erect member, licking it gently till he hardened. She rolled the condom down on to his shaft with a gentle, sensitive touch that made him moan. She smiled up at him, parting her lips softly and kissing the tip of his head, then letting her mouth slide down his shaft.

She worked his manhood over with a masterful tongue, rubbing and licking, slurping at the head, then planting a soft kiss on his balls. Mark moaned and squirmed as the nails of her right hand ticklishly sc****d the skin of his left thigh.

"God, you're so good," Mark groaned delighted as Samara teased him with her tongue.

Samara gave him a quick, playful smile, eyes bright. "Who says that sorority girls don't learn anything?" she whispered wickedly.

Mark started to chuckle then choked a bit as she swallowed his manhood again, this time sucking hard. Her left hand had dipped between her own legs, rubbing her pearl skillfully till she moaned around his penis. Mark began to buck his hips, grabbing at her head, but Samara abruptly stopped, pulling herself free, refusing to bring him over the edge.

Samara straddled him, pinning his hands with her own and kissing his neck lovingly, but keeping her hips well clear of his penis, despite his frantic moans. She continued to kiss and lick his neck and shoulders for long minutes till he cooled off. Then she scooted back slightly, taking the tip of his still stiff manhood and setting it at her entrance.

With a slow push, he slid into her, and she sat back on him comfortable. He squeezed her round rear hard and she giggled, dangling her full breasts in his face, rubbing him with her painted cleavage. He gave a smothered groan as she began to ride him, rolling her hips from side to side. She squeezed and bucked, bringing him closer and closer. Mark groaned again, beginning to stiffen, but again she quickly slid off him, letting his erection slap against his stomach as she ignored it, kissing his ears and running her tongue across his cheek wetly.

"You bitch," Mark gasped as she teased him. Samara giggled and kissed him on the lips sweetly, then slowly rolled her sex back down his shaft, beginning to ride him again.

As he began to peak again, Samara slid her own hand down to begin to massage her pearl. Mark moved his free hands to cup her bouncing buttocks as she straddled him, squeezing her as he moaned.

He began to approach his threshold again and once more Samara began to raise her hips, but this time, Mark was ready for her. With a quick grab of her underarms, he toppled her over onto her side, quickly rolling over on top of her. Samara squealed, writhing underneath him, but Mark held her down by her upper arms, pumping her ruthlessly. Samara moaned and acquiesced, slowly sliding her legs around his waist, giving him a light squeeze and raising her hips to let him take her.

Mark groaned again, finally shooting. Samara moaned as well, reaching up to kiss his mouth as her self stimulation brought her over as well. They collapsed in a heap on his bed. She curled up into his arms, kissing him again and putting her arms around him. Mark peeled off the condom, dropping it in the trash basket next to his bed and hugging her back, feeling drained.

"Why did you do this anyways?" he murmured to her sleepily. "You don't seem like you need the money."

"I don't," Samara replied softly, her breathe on his ear soft as feathers. "But I wanted to support the arts." She grinned slightly and kissed him again.

Soon, they collapsed into a deep sleep.

When Mark awoke, she was gone, along with the picture disk of his digital camera. But the painting remained in the center of his loft. He rose to look over it.

It was one school project he was sure he'd get an A on.