My head spun and my mind raced a thousand miles an hour to catch up with time that brought me to this narrow street. A street in arts district, a row of quaint and time frozen buildings in this small coastal town I had come to call home. I glanced at the crumpled paper in my left hand one more time to confirm it was the correct address. Sure enough, the numbers I had scratched onto the paper matched those on the face of the restored old building. Once a beautiful home of a wealthy part time snowbird, it was now renovated and converted into a beautiful apartment house. I hesitated for just a moment as I pondered how quickly I could be subjected to ridicule and embarrassment, how only seconds from now I could be standing in her doorway being humiliated by the mere fact of my presents.

You see I had come here today as a result of a series of E-mail messages send, and received over the last two weeks. I had opened my E-mail one night to find a message from Nichole, a former employee. She had been my personal assistant at my last place of employment. We had been close there and kept in touch since I had moved on, mostly through E-mail. I had looked upon her as a daughter, at least I had tried to, since Nichole was a gorgeous young woman about 21 or 23, I never did keep track of that very well. At any rate she was almost thirty years my junior. I had trouble keeping my eyes off of her when she worked for me, and I think she knew it, although nothing was ever said. She was a thin girl, about 5'6" or 7", maybe 105 Lbs., with olive skin and tight body she kept in tone with morning jogging or walks before coming to work. She had short straight brown hair with a few blonde streaks in it, and the most hypnotizing brown eyes I had ever seen. Her figure was fantastic! She was small breasted, but for her petite frame they were perfect. Her waist was so slim she looked fragile and her hips, well they flared out a bit lower than average with a little spread to them. In the old west, it would have been said, "she was built for having babies". The way they spread out low from her waist gave her the most erotic look I had ever seen when she bent down to do filing, or other office work.

She had come from money so her wardrobe was top dollar category. She worked a second job in a very upscale ladies store and used her discount to stay on the "best dressed" list for this town. It would have been impossible for any man I know not to fanaticize about a few minutes alone with Nichole, and I was no exception. I had worked very hard to be protective of her because she was so young, instead of for wanting her myself. It had worked and our relationship had blossomed because of it I thing. We had stayed friendly and she would often ask me for advice, in the area of work every time she thought of a job change or opportunity.

So when the first E-mail message arrived I was kind of stunned. The message said she wanted to know if I would use the digital camera to help her expand her portfolio. Now, I figured a beauty like Nichole would do at least some modeling, but I never expected her to ask me help with a portfolio, so she could keep it on the computer, or E-mail it. I knew she had a long distance boyfriend of some kind, and maybe she wanted to keep him updated, so I sent back a message that I would gladly scan the photos if she wanted, but advised that I was not qualified to do portfolio quality digital work.

That is when Nichole blew my mind. She replied to my E-mail with a message that said that would be great, but she still wanted me to use the digital camera because she wanted some nudes, and was too shy to go a photographer she did not know. She went on to explain that not only did she know that I had the equipment, but that I was the only one she could think of that she trusted for the job. She said that she was afraid that any other man might get touchy/feely, or even worse if she was nude in front of them the way she wanted for these photos. I was both flattered and deflated by this comment, but replied that if this is what she really wanted, that I would be glad to help her.

Over the next few days, Nichole had asked, VIA E-mail, about where she could find the type of photos on the Internet that she could use as a sample or guide for her portfolio. I sent her a few newsgroup addresses and WWW addresses I knew of that featured nude women. She advised that she had looked with some luck, but would want us to schedule the entire day of the photo shoot so I could use her computer to go out there and find the samples she could as a guide that day. I agreed, and she set the date for this day.

I had not spoken to her on the phone or in person and was worried that maybe somebody had set me up, and I was about to be made out as a fool. I had rented some light stands, and other professional photographer stuff and had it all loaded up in back of the Jeep. I had relied upon her E-mail and the address headers to be truly her, and now was sweating as I began to unload the stuff. I had told her I would bring my 35mm camera, and a camcorder as well to make sure she had everything she wanted. She agreed only after I assured her I would develop to film myself and nobody would see it but her, and she would get the negatives, and that I would leave the Video there with her when I left. That all of this was for her eyes only, except of course what mine would see as I did the original photo shoot. This was my fantasy come true, at least mostly. To see Nichole naked, even though I could not touch was truly a dream come to life.

If someone had set me up I was about to find out, as I pushed my fear aside and hauled the Digital Camera, 35mm, the camcorder, and my scanner up the apartment steps, into the hallway and stood knocking on Nichole's door at exactly the appointed hour of 9:00 am.

My heart skipped a beat as the door opened and there stood Nichole, then it raced into high gear as she smiled and said, "right on time, come in". Boy, was I relieved, and frightened all at the same time. I had not been made a fool of, and yes, this was really happening! I set the cameras down and made two more trips to the Jeep to haul in the tripods and the light we needed for a really good photo session. Nichole had turned on the computer and arranged the couch for the session. The apartment was small, a living room, a kitchen and the bedroom was all it had. We set up so I could use the entire living room, focusing on the couch in the center.

Nichole had turned on the computer and looking at some pictures she had downloaded over the last couple weeks. She had found one of the places I had given her and was checking out the photos there. It was kind of mild nude shots, as I had sent her alt.binaries.celebrities, but I had figured that is what she wanted to have, Nichole was conservative, and I had assumed she wanted her photos that way as well. She told me she was only able to get about fifteen shots and that she thought there was better stuff out there on the net.

I told her there was everything you could imagine on the net, and asked her what it was she exactly wanted. She was not sure but wanted me to show her some things. After a while it became obvious to me that Nichole really wanted to see a wide range to decide what she wanted to do. I clicked a few times and stopped at alt.binaris.pictures, there I knew would be a wide range, and with any luck at all she would not be exposed to any, or at least not too much hard core porn. I hit the jackpot quickly. I found a string of posts that were from a URL I recognized as having high quality, high resolution pictures and the series was all women's names, with only a few breaks in the string of posts. I clicked on the first and the screen scrolled down a shot of a beautiful woman naked and smiling at us, then a second and third when Nichole said this was more like what she had in mind. We decided to download about fifty or so and began the process.

After about fifteen downloads we hit one that was more than just a nude. I tried to act shocked but Nichole just smiled as the screen scrolled down the image of a beautiful woman, with her lip inches away from an erect penis. She looked like she was about to kiss the huge thing. The next was again a nude lady then two more then we hit one with a woman's face contorted in pleasure and as the screen scrolled down it showed her astride her partner, legs held up, her eyes out of focus and his organ buried half way into her. I click it closed quickly, but knew Nichole had seen it before I closed. Five more nudes and Nichole suggested we use these as a guide to start, we could download other stuff as a further guide, later in the day. I agreed and began.

I was nervous and I think Nichole was too as I turned on the lights and set her up sitting on the couch fully dressed in the business type suit she had on when I arrived. I had her begin unbuttoning the jacket, then the blouse. I was in Heaven, as this day became more interesting with each passing minute. By the time Nichole had gotten down to her bra with her skirt still on, I had taken half a roll of 35mm and needed to download the digital camera. We had decided on high resolution and I had explained to her that we would have to stop and download ever 16 shots. This seemed fine to Nichole.

As we began again it was obvious that she would soon be topless. I was nervous, but was busy with the two cameras and camcorder, Nichole was nervous and I tried to reassure her. She smiled directly at me and reached around to unsnap her bra. I had my face in the camera but still was awestruck at the first sight of Nichole naked breasts. There was hardly a sign of a tan line, and the digital camera would have difficulty detecting it for sure. Her nipples were smallish, much better than I could have ever imagined in my dreams, with tight circles outlining the dark buds that topped her perfectly shaped small tits.

Nichole smiled at the camera and at me as she watched me have to make a few adjustments to both the lens and my pants. Soon, this nervous stage passed and we were into some serious photo work. At the point we needed to download the camera again, Nichole was wearing only garter belt, hose and panties. She leaned over me now seemingly comfortable with her topless state as were watched the new set of images download into the computer. We compared them with the images we had gotten from alt.binary.pictures and felt we doing a great job.

Nichole hesitated only for a split second when it was time to remove her panties, again smiling at my need to make adjustments in my trousers, as her nakedness became all but total. There was a noticeable tan line on her olive skin this time, but it was erotic, not much more than noticeable. Her soft brown pubic hair was trimmed short and she had shaved it to a small triangle so she could wear a slim bikini if she chose to go to one of our great beaches. Several rear and then frontal shots and we needed to download again. This time we took time to really study the images and make comments to each other about how to do it better. This was really becoming a fun project, for more reasons than being alone with Nichole while she was naked.

She wanted to know how those models in the images managed to keep such erect nipples with that fresh look to them. I told her I had read an article years ago about a Playboy, or Penthouse photographer and then asked is she had a spray bottle around. She did, in fact, for her plants. I emptied it out and filled it with chilled water from the refrigerator. She looked suspicious for the first time, so I told her to sit on the couch and just as I was about to click a photo, I sprayed a fine mist of the cool water on her nipples. They stood out at attention far more than I had expected, bring a huge smile to Nichole's beautiful face. She held her chest out and I took several very close up shots for her, then moved back to savor the fantastic look. I told her looked like a lady in heat and about ready to explode with passion. "That is the look I am after," she replied.

At the next download, she wanted to get more images from the Internet, so we took a break for an early lunch and sat at the computer downloading as we ate. We continued from the last time in alt.binaries.pictures and found more of the same high quality images. This time Nichole was clicking the mouse and I could not quickly enough close any images that came up if they were not the same types as the high-resolution nudes. Soon she hit a series I had earlier, and pretty quickly the screen filled with images of men and women in several positions of intercourse. Where I had click on the cancel or closed the images while they downloaded, Nichole let them open just like the plain nude shots. I was a little surprised, but said nothing as she moved through about a dozen before getting back into a string of high-resolution nudes again. These were a little raunchy as the women were shown more open and several were masturbating for the lens.

Nichole had set up a series of the shots and said she wanted to do hers' just the same, she told me as I came back from setting a new tape in the camcorder and fresh film in the 35mm. I nodded my head in acknowledgement and she returned to the couch. I was a little shocked as I looked over at the monitor with the slide show she had set up, and as I looked back to Nichole, I knew she was serious. This set was of her, splayed wide open, in several very revealing positions, including her on her knees in the doggie position, looking back like she was about to take a mate. She was very good at her facial expressions and made a great model.

When this series was finished, and we downloaded the camera, Nichole clicked on few more shots and then showed me what she wanted to do next. Nichole was deadly serious and I was in shock as the screen scrolled down and the image of a woman with her lips wrapped around the shaft of a man's erect penis. I said no, and she looked at me with a smile and told me I could focus the camera for a close up and that nobody would be able to see that it was me. I still said no. It took several minutes for Nichole to convince me that it was Ok and she really wanted to see what she looked like in this pose.

I agreed and set her up on her knees in front of the couch, the camera a foot from her beautiful face. Then I set the timer and moved in front of her. Nervously I undid my belt, and just like the pose she had showed me, I leaned forward jutting my throbbing erection out to her. With little time to spare before the flash was to go off, Nichole leaned forward, took my shaft in one hand, lifted my testicles with the other and wrapped her lips around my penis. I thought I was going to ejaculate instantly, but the flash went off distracting me from the pleasure of Nichole's warm mouth on my swollen manhood. I pulled back and Nichole asked for one more shot like that. We did one repeat before I pulled my trouser up and Nichole began another series of open, masturbation shots, then it was time to download the camera again.