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Hi, my name is Stephen and I'm 40 some years old. I wanted to tell someone of my experiences into the world of amateur porn photography. I first got the idea when I met this young woman age 21 who worked at my local health club.

She was a very beautiful blonde, with the most exciting blue eyes I have ever seen. She had always been friendly to me, and I was not sure if that was because her job demanded it or if she truly found me attractive is some way.

Let's be honest here, how many 21 year old girls would like to sleep with a 45 year old man. In my mind still held out hope that somehow this would be possible.

For weeks I always looked forward to my workout at the gym because I would get to spend a few moments coming and going to talk to her. Her name was Sherri and she told me that she had been a cheerleader in high school. I had to believe this because she had that look about her, and her personality was very open and friendly.

I fantasized about Sherri on a regular basis and my mind began to work on someway it would be possible to get her into my bed. It occurred to me one day that maybe I could try a little flirting and see how she handled it.

The next day when I walked in I said, "Hi Sherri you're looking good as usual." Sherri smiled and said, "Thanks Stephen" as she sprouted a blush, "I bet you say that to all the girls?" "No just the ones that deserve it." I replied.

Sherri went through the process of running my membership card through the scanner. "What's new with you?" I asked. "Well not much just work and stuff." She said her blue eyes shinning at me.

"Are you going to be at the club party Friday?" I asked her hopefully. " I was thinking of going but my boyfriend doesn't want to." She said.

The mention of the word boyfriend immediately reminded me that someone this good looking would not be in short supply of guys wanting to get in her pants. Immediately I felt some hopelessness start to creep into my brain.

The problem of how to get such an attractive young girl to take notice of me continued to fill my thoughts. I worked out on a regular basis and was in pretty good shape. However I did not think that I would be able to compete with the young studs that frequented the gym and were constantly hitting on Sherri. I needed to find away to let her know that I was interested and still save face if she told me to cram it.

"Well if he doesn't want to go, you should go without him." I said hopeful that she would change her mind. Sherri smiled at me and said, "You really want me to show up?" "Sure I'll buy you a beer and you can tell me all about what it's like working here. Maybe I'll try to get a job here." I lied.

Fear of rejection is such a powerful emotion. God if we could just harness that, we could rule the world. It's truly amazing that any couples end up together at all. With society's rules in place, the right and wrong edicts that have been placed on both sides of the sexes has truly made everything so much more complicated than it needs to be.

Besides I was betting heavily that this girl would take a shine to an older man such as myself.

Once in awhile, usually on the weekends I would run into Sherri at the gym. She would be working out and I had to admire her tight little body. Her thighs and arms were larger than most women but in a good way.

She lifted weights on a regular basis and it showed. Her very small and round butt offset this. Her breasts were not huge but looked very round and proportionate to her size and she always was a nice shade of golden brown from using the tanning booths at the club.

The next morning after my workout I sat down and had a "power drink" from the club's health bar. Sherri was working at the time and I let my feelings get the best of me and blurted out. "You have got to be one of the cutest girls I've ever met."

Sherri said, "Thank you." and I immediately noticed her starting to blush. I tried to keep talking to relive her uneasiness. "Have you ever tried modeling?" I asked her. "No, I'm to short for that, don't you have to be tall?" she replied.

"I don't think you have to be tall if your doing photo type ads." I said. "No one will know how tall you are in a photo." Sherri replied the blush starting to fade, "I never thought of that. I've always wanted to be a model.

Do you think I'm really…? Well good looking enough to do that?" She sort of stammered trying to find the right words. I told her, "I've seen plenty of girls in my time and your one of the best looking I've ever seen."

The conversation went back and forth for a time as we discussed how she might be able to find a job modeling. The idea had just hit me. I could help her get started sort of be the "Savior" even though I had my own ulterior motives.

Now you may say this is a low and dirty trick, maybe it was but the lower head had taken control of me for the moment and I was going to run with it.

"Sherri I've always been into photography." I lied again, "If you want we can get together sometime and I'll take some photos of you. You can put them in a portfolio and submit them to some model agencies."

Sherri thought about my proposal for a minute and didn't look to convinced. "I don't know if I really am good looking enough for that?" she said. "Well we can talk about it some more at the party Friday." I said as I got my gym bag and headed out the door.

Sherri said, "Ok sure we can talk about it then." I was in heaven as I drove home thinking about how my idea was starting to become reality. I couldn't wait for this Friday night.

When I arrived at the club on Friday night the place was packed with club members and I grabbed a beer from the keg and looked around for Sherri. To my disappointment she was nowhere to be found. I sat down at a small table and nursed my beer. Damn I was really hoping that she would be here.

Just when I was feeling really depressed someone touched my shoulder from behind.

"Hi Stephen, you all by yourself?" it was Sherri. "Yeah, I was just drinking a beer and thinking about some things." I replied a big smile on my face. "Have a seat." I pointed to the chair across from me. Sherri sat down a beer already in her hand. "So tell me about this photo shoot?" She asked.

"Well we could take some photos, say at the park and then you can look at them and decide if you want to use them or not." I said convincingly. "If you would like to bring a girlfriend with you, that would be okay with me. It might make you feel a bit more comfortable since you don't know me all that well."

Sherri looked thoughtful for a moment and then her face lit up, "I know the perfect girl to bring. Have you ever met Maria?" She asked me. "No, but do you think she would like to come along?" I said. "I can call her tonight and see." Sherri replied quickly. "Hey that would be great." I said. "When do you want to do it?" she asked. "

"Well anytime this weekend would be fine. The weather is supposed to be nice. You tell me what time is good for you?" I said hurriedly. "What should I wear?" was a big question from Sherri. "Well I want you to wear some kind of button down blouse and some type of short skirt. Something that you think makes you look very sexy." I said hopefully, trying to contain my glee.

"Ok, well call me tomorrow." Sheri said as she looked in her purse for a piece of paper to write her phone number down for me. "Alright I'll give you a call around noon. " I said as she handed me her number.

Saturday finally arrived; I was almost giddy with excitement. My plan was coming together. I had arranged to pick up Sherri and her friend Maria at the health club and then we would all ride in my car to the park to take some photos.

I met the girls in the parking lot of the club. They were both standing by Sherri's car and I could not believe my luck.

Sherri's friend Maria was a knock out looking college girl also. To my surprise they both had on the outfits Sherri and I had agreed to. As I walked from my car to theirs I noticed that Maria must be a Latino or from Latin descent. She was a dark haired beauty with an awesome figure. Small and vibrant I guess would best Describe her.

Sherri introduced us and we headed for my car. As I drove out of the parking lot I felt like some kind of Sexual God or some such non-sense. Me the "old man" with two very beautiful college girls riding in my car about to go take some innocent photos.

Well secretly I hoped to change that into not so innocent photos. And that's when I really caught a break.

Sherri's friend pulled a pint bottle out of her purse and took a big swig before passing it to Sherri "I hope you don't mind us drinking?" Maria said. "Sherri is kind of nervous and I thought it might help to have a couple of drinks."

Sherri held the almost empty bottle up to me. "Would you like some?" she said and started to laugh. "Don't worry we brought more if it runs out." I took the bottle and gulped down a large swig.

I felt the fire as the liquor burned its way down to my stomach. Looking closer at the bottle I noticed it was Cuervo Gold, the good expensive tequila.

I had chosen a near by park that had lots of beautiful large cottonwood trees and the best part was not too many people went there. I grabbed my digital and my 35mm cameras and we headed out into a woody section by a creek.

The girls were laughing and teasing each other. This was great even better than I had hoped for. I tried to act serious and professional (which I'm not) I kept telling myself to be cool and not blow this opportunity.

I started out taking some pictures of Sherri next to trees and foliage by the creek. When I put in the 2nd roll of film I was really getting into it. I was getting some great shots of her. She truly was a beautiful woman.

"I bet Stephen wouldn't do that." Maria said to Sherri. "No he wouldn't he's much to mature." I recall or some such words along that line. "Wouldn't do what?" I asked.

"Leave your girlfriend at home and go out partying with the guys," said Maria. "Hell no." I said, " Anyone who would leave you girls home is an idiot." The girls just giggled at my remark.

I asked Maria to let me take some photos of her and she smiled real big and gave me a sultry look. "Would you like me to look smutty?" she said. "Hell yes, that's the way I like my women." I said loudly.

We walked to a park bench in front of a line of trees. It was pretty secluded and no one else seemed to be in this area of the park to my relief.

"Maria sit on the top of the bench and put your feet down on the seat." I directed her.

Maria did as I requested. I started to take a photo and she said, "Wait a second." Maria undid her button down blouse clear past her breast line. She pulled the top open revealing a black bra holding her very nice looking tits.

"How's this?" she said. "Great this is going to make a hot photo." I said.

I took several pictures, asking her to move this way and that.

"Hey don't forget about me." Sherri said, as she undid her blouse and got up on the table next to Maria. "Now you can have two hot girls in the pictures," she said as she passed the bottle to Maria and then Maria passed it to me. "Great idea." I remarked as I put the bottle down and took some more photos.

The girls were really having a good time, and I was in heaven. I guess the tequila was starting to kick in hard on the girls because their comments started to get a little more suggestive as I took the pictures.

"Hey girls, I want you to face me sitting next to each other. Each of you look opposite directions and act like your waiting for your lover to come walking up." I asked of them. "Look really horny for me." I added.

Maria spread her legs slightly showing me her panty-covered crotch under the short skirt.

"Like this?" she said. "Absolutely!" I said with excitement in my voice.

Sherri looked at Maria and then copied her move. Two beautiful girls sitting on a park bench with their tops unbuttoned and their legs spread to my camera. I don't think I've ever seen such a hot photo as this was going to be.

I took the photo and said, "That's really hot, you girls are the bomb." They laughed and then Maria said, "You're really going to like this one."

Maria reached down between her legs and pulled her panties to the side revealing her well-trimmed pussy.

Sherri looked shocked.

"Come on Sherri, do the same you don't want to spoil the picture do you?" Maria teased

Sherri laughed, the tequila must have been working on her really hard, she reached down and pulled her panties to the side also.

I took several pictures of this pose and tried to control myself as I could feel my dick starting to grow and form a tent in my pants.

Maria gave me a look and bumped her shoulder into Sherri, "We better stop I think our photographer is getting excited." She laughed as she let go of her panties. Sherri looked at my crotch and started giggling also.

The next thing I new, there was no more pussy showing.

I took a lot more pictures and since I had used my digital camera on about half of them I asked the girls if they wanted to come over to my apartment and see them on the computer. They said sure and we all piled back into the car for the short drive to my place.

When we got there we all took turns using the bathroom while my computer booted up and then settled down in front of the computer for the show.

Sherri and Maria leaned in around me on both sides as we looked at the photos. They never did button their blouses back up, and I caught myself stealing glances at their wonderful tits.

When we got to the photos of them holding their panties to the side, they really commented on how hot they looked.

"I have to admit you girls really no how to make a photo hot." I said. "How about letting me take a few more here in the apartment. You know some photos of you showing off on the bed."

Maria being the most adventurous of the two said, "Sure let's go."

Sherri didn't have time to say no and followed us into the bedroom.

Maria got on the bed and undid her blouse completely and let it hang free. She started making some cute pout faces as I took more pictures with the digital camera.

"Come on Sherri, join in.," she said.

Sherri reluctantly sat down next to her. I really don't think she would have gone through with it without the booze being a factor but once she got started she really got into it.

After a few photos of them on the bed together Maria reached over and started to undo the rest of the buttons on Sherri's blouse.

"Come on girl don't be such a prude." she teased her. Sherri looked shocked but did not stop Maria from completing her task.

Maria opened Sherri's blouse and said, "Let the nice man see those beautiful tits."

The whole time this was going on I was taking pictures and trying to refrain from jumping on both of them.

"Sherri undo my bra for me." Asked Maria.

Maria took Sherri's hands and guided them to the front of her bra. Sherri undid the front of Maria's bra and let her tits free of their restraint. Maria in turn reached across and unfastened the clasp on Sherri's bra. When she pulled the bra cups to the side she took her hands and caressed Sherri's firm tits. Sherri let out a short almost imperceptible breath.

Maria not having been challenged started to rub Sherri's nipples with her thumbs. Sherri closed her eyes and let her.

I was going wild with the camera and hoped that the photo's I was getting would be as hot as watching them was making me.

"That's it girls oh your so hot!" I said.

I remembered my video camera in the other room and decided to make a grab for it; I hoped that this distraction would not stop the action that was taking place.

The stereo was playing and the booze was really working on the two girls and they didn't even notice me as I ran and got the video camera and a new tape.

When I got back Sherri was rubbing Maria's tits and both of them had removed their blouses and bra's. "I'd love to see you girls kiss." I said as my video camera started running. "Like this?" Maria said as she leaned over and gave Sherri a kiss on the lips.

I don't know if I can accurately describe the scene unfolding on my bed! It was like I had been transported to the land of porno and I was the director. Two really hot girls were getting it on in my apartment in my bed and I was filming it all.

There must be a God, was the only thing I can remember thinking at the time. Maria and Sherri now pressed their chest to each other during a long sensual kiss.

I could see tongues were being exchanged in those sweet mouths. Maria's hand had moved up Sherri's thigh, under her skirt. It took no genius to tell that she was fondling her pussy. The girls were starting to get really hot and Maria stopped and slowly pushed Sherri back on the bed.

"I think you have too many clothes on girl." Maria said.

Maria's hands tugged and pulled Sherri's skirt down and then she tossed it on the floor beside the bed.

"Maria I want you to go down on her." I said in my best directorial voice.

"Oh I've always wanted to do that." She replied.

Maria began at Sherri's knees and slowly licked her way up to Sherri's panty line. She then repeated the same move on her other leg.

Damn this was getting me way to hot, my dick ached in my pants to be let out. But being the conscious filmmaker my sweaty hands put a death grip on the video camera as I continued to film them.

Sherri was obviously enjoying this treatment and made no move to stop Maria as she pulled at her panties. Sherri actually lifted her feet off the bed to make it easier for them to be removed.

When Maria threw Sherri's panties on the floor I took the video camera for a close up of the wet spot in them. Someone was plenty horny over there.

When I brought the camera back up to them Maria was lightly licking Sherri's pussy lips. Sherri was raising her hips and spreading her legs to give Maria easier access to her needs.

"How does that feel?" Maria said quietly. "Ummm good." Sherri replied.

Maria stopped long enough to remove her own skirt and panties. When she bent back down to administer her tongue to Sherri the view from my camera was spectacular.

Maria's ass was facing me, and her pussy lips looked swollen and wanting attention. I noticed that Maria had a beautiful tattoo on the small of her back, a large colored butterfly, something the guys call a "cum target" passed through my mind when I saw it.

Maria was stroking her own pussy as she sucked deeply on Sherri's. Sherri was beginning to make a lot of moans and groans as she was approaching her climax. Maria did not want to be left out and switched around to a "69" position.

I thought the timid Sherri was going to protest this move but she moved her head without hesitation and began to lick Maria in the same manner as she was receiving.

Both girls were moaning and Sherri being on the bottom reached up and put her finger into Maria's cunt.

At this time I thought I was going to cum, it was way to unreal to see this first hand. I adjusted my cock so it would stop hurting so much.

"That's it Sherri eat her pussy good." I said as I panned in close for a shot of Sherri's pink tongue licking at the brown folds of Maria's pussy.

No one replied in words but Sherri got the idea and started licking Maria in earnest.

It was just too much and I had to try even if it meant they would get up and run.

There is only so much a guy can stand. I put the camera down and striped off my clothes. My shorts stuck to the end of my cock from all the pre-cum I had deposited there.

When I was completely naked I got on the bed behind Maria and moved up behind her. I had to straddle Sherri's head with my legs and hoped that she would not freak out on me.

Sherri opened her eyes for a second and then closed them again as Maria was really going to town on her pussy. I could hear the slurping sounds coming from that direction as I aimed my aching cock at Maria's pussy.

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