My Step-Mom's a Nude Model Ch. 03

This is a revised and resubmitted story written by me. Hope you enjoy it as much if not more than the original.

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The following morning Andy woke to find Carol gone but the smell of breakfast once again filling the house. Going to his room he quickly changed into a new pair of jogging shorts and T-Shirt before heading to the kitchen where he found her sitting at the table with a copy of the morning newspaper in front of her.

"Did you have anything to do with this?" she asked as she laid the newspaper in front of him. The front page of the "LOCAL NEWS" section was covered with the story of how a 'photographer' from out-of-town had been severely injured after falling down the stairs at a local motel. The story continued to say that the accident was being investigated due to allegations made by the 'photographer' about a call he'd received from an unknown male just prior to the incident. The very last sentence was all that Andy cared about when it said that no evidence of any such a call had been found but that the 'photographer' was in custody after photographic material had been found in his room linking him to several reported assaults in other near-by towns.

Andy continued to look down at the paper as he answered, "Ya, I went to see him but he tripped coming down the stairs. I figured he was hurt enough for what he had done to you so I left." He knew it wasn't the whole truth and suspected that Carol knew it as well when she turned and left the kitchen without saying another word.

For the next several days they barely talked to each other. Every time Andy tried to say anything Carol left the room until the day of his photo class when she came to his room. "Andy, I'm still not sure it would be a good idea for me to drive so I was wondering if you'd take me to school with you."

"School, what for?"

"Well, I need to explain to your instructor that I won't be able to complete the agreement I made with him regarding the students taking photos of me for class and I think that as a professional I should do that in-person. I also need to talk to him about a friend of mine who is willing to fill in for me with the students."

"I guess I can do that."

Carol stood there silently as she watched Andy finish grabbing the things he'd need for his classes and felt the desires she'd been suppressing begin to inch their way through her body while her mind was overwhelmed with unanswered questions ... "Could she actually do what she had been fantasizing about? Could she actually seduce her step-son ... and what about his father? But more importantly could she go through with what she had in mind knowing that he had lied to her?" ... and one question that needed to be answered truthfully, right now. "Andy, could you stop for a minute? I need to ask you something."

Andy stopped in mid-step. He suspected what was coming but still hadn't quite figured out how to answer her questions. "Ya?"

"The other night after you helped me you said that you went to the photographer's room and he fell down the stairs. Is that all that happened?"

"Busted," he thought to himself. "I think you know the answer to that."

"I think I do too but I need you to be honest with me and tell me the whole truth. I can't tell you why just yet, but it's very important that I know everything."

"Ok. Ya, there was more to it. I went there and ...," over the next half-hour Andy told Carol everything that had happened without leaving out any details.

When he was done she looked down at the floor and whispered the next question, "And just why did you think you needed to do it?"

Andy hadn't even considered that Carol would ask 'why' and so his answer just naturally came out before he could think about it. "Because I love you."

Carol's head popped up at his answer. Had she actually heard what she thought she had? Did he just say he loved her? "You mean like a step-mom, right?"

Andy realized it was too late to take it back and that there was no way he could lie without her knowing it. "No. I mean, I love you, like a man loves a woman. I know you're my dad's wife and all but he's barely ever home and with everything we've shared together I suddenly realized when you were attacked that I cared for you a lot more than as a step-mom. I was so mad the night that the son-of-a-bitch hurt you all I could do was think about how to get back at him. Then when I was on the way home I realized that it was dad who should have been here to protect you and he wasn't. I thought about that a lot and at first I thought I was being childish but when I got home and saw you lying in bed I knew that I loved you and wanted you, not as my step-mom, but as my partner and maybe someday as ... as my lover and my wife."

Carol's mind was whirling with everything Andy had just told her and she knew that she desperately needed time to think about it. Fortunately, she noticed the clock behind Andy when she looked at him and knew she'd have at least a little time to think things over. "Thank you for your honesty, but right now I need some time to think and we need to leave to get to class."

Realizing the conversation was over for now Andy quickly finished packing his backpack and the two of them headed to his car. Neither talked about what had been said at home but there was little doubt that it was on their minds as they silently drove towards school. When they arrived they quickly separated and got to the classroom at different times. Carol explained briefly what had happened to her and apologized for the inconvenience it may cause the class members. She also explained that she had talked it over with the instructor and made arrangements of another model to fill in for her. When she was done she left and the day's class was ended shortly afterwards.

Rather than heading for his next class Andy went back to his car. He saw Carol sitting on the bench under a tree and immediately thought how peaceful she looked sitting there with the sun reflecting off her hair and her flawless skin. Playing the part of a Southern Gentleman he approached and asked, "Excuse me, Ma'am. My name is Andy and I'm one of the students in the photography class you were helping with. Can I help you in some way?"

Carol smiled and it seemed to light up the whole area. "Well, thank you for asking. It seems my ride isn't here and I could use a lift."

Bowing, Andy replied as he offered her his hand, "My pleasure," and led her back to his car. As soon as she climbed in he was rewarded with a look at her long, sleek legs and a glimpse of her upper thigh before closing the door.

Walking around to the other side he got in and had to adjust the bulge that his 'little head' was causing in the front of his pants before he could start driving.

Carol looked on mischievously, "Is that because of me?"

"You know damn well that it is."

"I'm sorry. I didn't mean to do that ... or at least not that much," she whispered as she slid her hand onto his lap.

"Damn, if you keep doing that I'm going to need some type of relief or I'm going to make a mess in my pants."

Quickly pulling back she smiled, "Well, we definitely wouldn't want that now would we?"

Andy didn't answer as he put the car in gear and headed home as quickly as possible, hoping that Carol would 'help' him with his problem when they got there. Unfortunately, that was not to be. When they pulled into the driveway they saw two men exit a black SUV that had been sitting across the street as if waiting for them.

"Excuse me, Mrs. Drake?"

"Yes?"

"My name is Phillip Henderson. I work for the same company as your husband. May I come inside and talk with you?"

Andy stepped between Mr. Henderson and Carol protectively, "May I know what this is about? I'm Andy Drake."

"Good. In that case I'd like to talk to both of you, if you don't mind."

Realizing that they weren't going to get any answers, Andy turned towards the house and gently directed Carol in front of him while leading the two men inside.

After taking seats Mr. Henderson spoke softly as he asked, "Have either of you heard from John recently?"

Since neither of them had they both shook their heads as they replied, "No."

"I thought as much but had to ask," he continued. "There really isn't any easy way to say this but your husband ... your father ... is missing. He was sent to the Middle East on a contract job and we haven't heard from him since the first week he was there. Though that isn't always unusual because of the poor communication system there we recently received information that he was taken by a group of rebels who ... mmmmmm ... may have ... ... killed him. We received these from the same source. Can either of you identify them?" He continued as he laid several pieces of clothing on the table.

Andy instantly recognized a shirt that he had given his father on his birthday the year before and Carol recognized a spot on a different shirt where it had been torn and she had tried to sew it. "Yes," they answered separately.

"I was afraid of that," Mr. Henderson replied.

When Andy and Carol didn't say anything more he quietly stood, "My deepest sympathy's. If we get any more news we'll let you know immediately," he said as he shook their hands and left. Both were in shock from the news and weren't sure how to react so they headed off in their own directions to think about what they had just been told.

For the next several weeks both seemed to be lost in their own separate worlds. Each morning Carol would have breakfast ready for Andy before he would head off to school and when they were in the house together little was said about John or about what had happened the night Carol was attacked. Andy frequently lay on his bed for hours thinking about the things that he and his dad had done together and how everything was going to be different if he was dead. Frequently, tears would flow from him soaking his pillow as he fell into a restless sleep filled with images of his dad, his mom, and Carol.

Then one night, after a particularly bad dream, he got up and walked to the kitchen to get a glass of water and found Carol sitting in the dark, a cup of cold coffee sitting on the table in front of her.

"Hey."

"Hi."

"How you doing?"

"I'm not sure."

"Mind if I turn on the light?"

"No, go ahead."

As Andy flipped on the light switch he asked, "So what are you doing in here?"

Carol looked up at him and he could see that his eyes were red from crying as she answered softly, "I've been sitting here thinking about your dad and I and what it would mean if he really didn't come home. And, to tell you the truth, I'm not sure how I feel. I mean ... mmmmmm ... I mean I love your dad and all but ... well ... since he left and you took over his place in the house and in ... my life ... I'm not sure I'm in love with him. Do you understand the difference?"

Andy stood there and nodded his head. Though he hadn't been able to put it into words he had considered some of the same things.

"I know I miss him terribly but we barely had time to get to know each other before we got married and he's been gone so often since then that I still don't really know him. Come to think of it I probably know more about you than I do about him."

Andy didn't know what to say so silence filled the room until he got his glass of water and headed back to his room.

"Andy, are you going back to your room?"

Turning back to answer Andy replied, "Ya, I was planning on it."

Carol stood and seemed to float towards him until she held his hand in hers. "I know this may sound terrible considering the situation but I really don't want to sleep alone again tonight. Would you mind if I cuddle with you in your bed or maybe we should use my bed since it's bigger?" Standing there, Carol suddenly realized that Andy's answer would change their lives forever and she could only hope that he gave the answer she was hoping for.

Looking deep into Carol's eyes, Andy seemed to see the real question she was asking as he gently put his arms around her waist drawing her to him. "I'd love to. I didn't really want to sleep alone either ... tonight or any other night." Then he leaned forward and lightly grazed his lips across hers.

At the touch of his lips on hers, Carol felt as if lightening bolts were running threw her and she instinctively wrapped her arms around him pulling him closer as she pressed her body against his. Gone were all the doubts she had about her involvement with him. This was the man she wanted to be with ... needed to be with. Wrapped in his arms she knew that he'd always love her, always take care of her, and always protect her.

Andy felt it too as he leaned closer, their eyes closed and they kissed for the first time; not the neutral kiss of a step-mother and son, or the kiss of two passion-filled lovers but the kiss of two people, who beyond all hope, had found their perfect partner.

"Andy, I know how much this means to both of us but ... tonight ... I."

"I understand."

Pulling away, Carol continued to hold Andy's hand as she gently headed down the hallway towards her room."

Once in the bedroom Carol walked directly to the bed and turned on the small bed-side light before gently pushing Andy onto the bed and sitting down next to him. "Andy, the night I was attacked I let you see me naked for the first time ... or should I say I let you see me naked in-the-flesh for the first time since I know you've been looking at pictures of me on the Internet and that you had been peeking at me whenever I would go outside to sunbathe, but tonight ... tonight is different.

"I've thought a lot about your dad and I after Mr. Henderson left, but mostly I thought about you and I and what you said earlier. Until we know more about what has happened to your dad I can't promise anything so please don't ask, but for right now I need you to be with me. I need to feel safe and protected. I need to have a man hold me in his arms and tell me that he cares for me and I hope you'll be that man," she said breathlessly as she stood and began to undress, while Andy watched.

Andy couldn't help but be overwhelmed by her beauty as she slowly unbuttoned her top and slid it off her shoulders as she had the day in his photo class. Her silky, blonde hair had grown since she had first moved in as his father's bride and now hung loosely over her shoulders and covered the upper half of her breasts. Her eyes were a blue-grey that seemed to sparkle and draw him into their depths, while her lips seemed to be begging to be kissed. Seductively she slid her top off her shoulders and let it fall to the floor revealing a sheer, black lace bra beneath. He knew that her breasts were 34DD from what she'd told his class but now they seemed fuller and strained the cups of her bra as she reached behind herself to release the clasp. Placing a hand over the bra to hold it in place she smiled teasingly as she slid first one strap and then the other off of her shoulders before pulling her hand away and dropping the bra on her top. Andy signed as he watched her nipples began to harden and stick out crying to be touched and caressed.

Andy watched in amazement as she put her hands beneath her breasts, lifting and offering them to him. "See what you're doing to me. Look at how hard my nipples are getting because of you."

Andy instinctively reached for them but she lightly slapped his hand as she stepped back. "Not yet. Tonight you get to see everything so you'll just have to wait," she seemed to purr as she lowered her hands and ran them across her stomach to the top of her pants.

Andy continued to watch as she unbuttoned the top of her pants and sensuously pushed them down until they slid to the floor. Yet, for some reason his attention seemed drawn back to her stomach. Vaguely he recalled how flat and muscular it had been when she's revealed herself in his class and how she had said she was a 24-inch waist but now there seemed to be a slight swelling just below her belly-button that seemed to steer some memory that he just couldn't remember. Quickly he was drawn back to Carol's strip tease as she slipped her hands into the waist band of the black lace panties she was wearing and slid them down over her 34-inch hips. Just as he'd seen her do on the morning she'd realized he was watching her while she was sunbathing she bent over as she pushed her panties lower allowing her breasts to hang beneath her. Andy was instantly drawn to them, missing the finale of her strip tease when she pushed her panties to the floor with her pants. Now totally nude she smiled as she straightened up revealing herself to him. "Like what you see? Come to bed and you'll see a lot more," she said as she turned and walked to the bed.

A small moan instantly escaped from Andy as he looked at her long, toned legs and the junction between them which was topped by a small patch of dark, blonde hair. He had never been so turned-on in his life. A light sheen of sweat covered his face and his cock felt as if it was made of iron as it tried to break free of his pants. So enthralled by the sight of Carol's body that he didn't even realize she had said until she walked around to the other side of the bed and slipped under the sheets.

Andy quickly undressed before climbing under the covers with her. Instantly his hands found her awaiting breast and began to toy with the nipple as he leaned over to kiss her. Her arms wrapped around his neck as she pulled him closer and she opened her mouth slightly to accept his tongue. Without further thought their hands began to explore each other's body and climbed closer to the release that they both wanted.

Their moans filled the room as Andy slid his fingers downward and into the depths of Carol's aroused pussy while her hand wrapped around his lust-distended cock and slowly pumped it. Andy was almost to the point of cumming when something he had learned in his High School Health Class surged up from deep in his memories. Pulling away he lightly laid his hand on Carol's lower stomach and asked in a whisper, "You're pregnant aren't you?"

Carol seemed to go rigid for a second before answering, "Yes. I'm pretty sure it happened the last night before your dad went away, so I'm about 6 weeks along."

Sliding down in the bed, Andy looked at the slight bump as he continued to lightly stroke it. "So, you're carrying my brother or sister inside of you right now."

"Yes," she replied again though a sense of fear seemed to fill her voice. "I hope that won't change anything between us ..." she continued, "because I don't want to loose you but I won't get rid of the baby. I can feel the changes taking place in my body every day and I love how it feels. My tits have already started to get larger and my hips are starting to fill out as well, but there are other changes too. The worst it the morning sickness, I get it almost every day. On the good side is the fact that because of the hormone changes I seem to be horny almost all the time. Quite a few nights I've fingered myself to orgasm after orgasm in hopes of relieving myself but nothing seems to work."

Andy slowly leaned over Carol and gently kissed her stomach before replying tenderly, "First, of all this doesn't change a thing. If anything it makes it all the more beautiful. I told you before how I feel about you and the fact that you're going to have my brother or sister only makes me love you more. As for the other problem I think I can help take care of that as well." Lightly he leaned forward again and began to kiss her stomach as he slid his hand back down between her legs to her pussy.

Carol instinctively spread her legs allowing Andy more access as she lay back on the bed to enjoy whatever he was going to do.