Date: Wed, 11 Feb 2015 17:52:22 -0500
From: numlfl C <numlfl@hotmail.com>
Subject: The Photographer's Assistant - Part Three

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computer for personal enjoyment, however if you wish to publish or
distribute the story then you must get the permission of the author.


     The Photographer's Assistant
     Part Three

By Chris

      Once back in the bathroom Sheila silently closed the door, she turned
and leaned back against it thinking about Caroline and just how pretty she
really was.  With all the loose and nondescript clothes that Caroline liked
to wear, she never could get a real feel for her body nor did she try to,
Caroline was just a friend and nothing more. However now she was seeing
Caroline in a whole different light. She closed her eyes imagining Caroline
with a little makeup and the right clothes then she would make a rather
pretty woman. She would never be confused with one of those slim model
types as that wasn't her body type, she had a fuller figure but that just
gave her that girl next door beauty. For Sheila, that type of woman was
much more beautiful than any super model could ever be.

      Sheila closed her eyes and imagined just what Caroline would look
like at the other end of her camera. It was an image that she found herself
enjoying seeing.  The problem was getting a shy Caroline to stand in front
of the camera and pose for her. That would put all of her skills as a
photographer to the test.

      "I'm done with my bath, where are you?" Sheila said as she cracked
the bathroom door open.

      "I'm in my bedroom, I'll be out in just a moment," Sheila heard
Caroline call back to her and a moment later she heard Caroline closing her
bedroom door.

      Sheila then opened the bathroom door going past Caroline now closed
bedroom door and on to the living room. She got them both a coke to drink
and was sitting on the couch when Caroline came into the living room
wearing a pair of expensive looking light pink pajamas. The pants had red
trim at the hem matching the hem around the long sleeves and the
collar. The buttons on the top were rather large and also red in color.

      "What?" Caroline asked as she stopped just a few feet into the living
room.

      "You look beautiful in those pajamas, they look like they were made
for you," Sheila told her covering up for the fact that she was obviously
staring at her and thinking of Caroline standing there in those cute white
cotton panties.

      "They were made for me and it's the pajama's that beautiful, not me,"
Caroline said though Sheila could see the slight blush on Caroline's
cheeks.

      Before Sheila could tell Caroline that she really meant what she
said, Caroline spoke, "I got another pair that you can wear tonight, and I
went ahead and put them on your bed. Why don't you try them on?"

      Sheila just smiled letting Caroline win as she had something much
more important ahead that she would need all her wits to convince Caroline
to become her model. She went on into the spare bedroom seeing the same
pajamas only these were aqua colored. She started to close the door but
then she changed her mind not knowing why. She took her robe off, slipping
on the pajama bottoms. The silk felt so erotic against her skin and since
she wasn't wearing any panties, it made her felt even sexier. When she put
the top on and buttoned it, she just had to walk around the bedroom just to
feel the fine and very expensive silk material against her skin. She hated
that she would only be wearing them for one night and never again. But she
was going to enjoy them tonight. She went on into the bathroom to wash out
her panties and bra in the sink, hanging them up over the bathtub.

      "I hung my panties and bra over the bathtub, I hope you don't mind,"
Sheila said when she entered the living room.

      "No that's fine, I've seen them before," Caroline replied.

      "Oh you've seen my panties and bra before?" Sheila asked arching her
eyebrows at Caroline whose cheeks suddenly got a deep red hue to them.

      "No... no... no... I mean I've seen panties and bras before, I wear
them," Caroline stuttered out.

      "Oh you've worn my panties and bras before?" Sheila asked and she saw
Caroline's face turn even redder, to the point that Sheila began to fear
the poor girl was going to stroke out on her.

      "Honey, I'm messing with you," Sheila said coming up to her and
putting her hand to Caroline's rosy cheek.

      It took Caroline a moment to recover but she didn't pull her face
away, "I know, it's cool." And only then did Caroline pull back however
Sheila still could feel Caroline's warm cheek against her fingers.

      Now it was Sheila's turn to be speechless as she flexed her fingers,
"I shouldn't have taken it so far." Sheila finally said as she saw
Caroline's face slowly return to her normal pale complexion.

      "Oh I'll get you back," Caroline said and then she had this smile
that Sheila had begun to recognize. It was the smile that Caroline had just
before she decided it was time to take yet another picture of her.

      "Don't you have enough pictures of me?" Sheila asked though this time
she didn't mind.

      "Not of you in those pajamas," Caroline said turning on her camera.

      "Only if I get to take pictures of you in your pajamas," Sheila
countered.

      "Noooo..." Carolina said and then she pouted as Sheila had picked up
a small blanket from the edge of the couch and held it out in front of her.

      "Then no pictures of me," Sheila said peeking over the top of the
blanket and getting her picture taken anyway.

      "Pleaseeee..." Caroline whined.

      "Nope," Sheila said not peeking this time.

      "Sheila!" Caroline said stomping her foot.

      "What?" Sheila said teasing her.

      "Oh okay," Caroline finally said and Sheila dropped the blanket.

      "So how do you want me? Sheila asked.

      "Mmmm... a couple standing up and then a couple sitting down,"
Caroline said with a big grin on her face.

      Sheila was patient as Caroline took her time in focusing in on her
and getting just the right photo. Sheila was used to this and to tell the
truth, she enjoyed seeing how Caroline smiled as she took the
pictures. Caroline was like a child with a new toy enjoying every second of
it, even though Caroline had this toy for a while now. Caroline had taken
about thirty pictures before Caroline lowered the camera.

      "My turn," Sheila said coming to Caroline.

      "Let's look at these first," Caroline suggested not handing over the
camera yet.

      "How about I take your picture and then we look," Sheila said with a
smile as she eased the camera from Caroline's grasp.

      Caroline looked as if she was going to argue but then she just
shrugged her shoulders, "Oh okay," she said.

      At first Sheila thought about having Caroline pose for her but then
she decided to save that for a day soon to come. Instead she brought
Caroline's camera up and just began to snap off a few pictures. She slowly
moved around Caroline forcing Caroline to turn with her. At first Caroline
just stood there looking uncomfortable being the center of
attention. However a few encouraging words from Sheila got Caroline to
smile and soon she was starting to pose a little on her own. She first put
her right hand on her right hip and then cocked that hips ever so
slightly. Sheila had to smile as the model that was within Caroline came
out if only just a bit. Sheila wanted to take a few more but she had gotten
what she wanted and decided to quit while she was ahead.

      "Now let's see what we have here," Sheila said bringing the camera
down.

      "We'll look at the pictures of you and then we can discard the ones
you took of me," Caroline said putting herself down as she always did.

      "Oh no, I think I'll put some of yours on my laptop," Sheila said
teasing Caroline.

      "No you don't!" Caroline said immediately but Sheila could see past
Caroline's protest that she was pleased with the compliment.

      "We'll see," Sheila said going over to Caroline's computer sitting
down in front of it thus forcing Caroline to sit beside of her where she
normally sat.

      She put the photos that Caroline took of her up first and she saw
that Caroline had vastly improved on her ability to take pictures though
there were a couple where the top of her head was cut off. Sheila kidded
her about these as Caroline had gotten to the point where taking a bad
picture didn't bother her so much.

      "Now for your pictures," Sheila said when the first photo of Caroline
popped up on the screen.

      "Now remember we agreed to delete all of these," Caroline told her.

      "I don't remember agreeing to any such thing," Sheila told her.

      "See how ugly I look," Caroline protested.

      "I don't see any such thing, I see a beautiful woman wearing some
very sexy pajamas," Sheila said to her as she looked Caroline in the eyes.

      Caroline blushed a little at the compliment, "well you're right about
the pajamas."

      "And the woman," Sheila said now determined to make Caroline realize
just how pretty she was.

      Caroline didn't say anything more and Sheila didn't push it, a little
at a time was how she needed to work this to get Caroline to see what she
really was. They went slowly through the pictures that she had taken of
Caroline who had stopped protesting and was looking at the photos of
herself. Sheila liked seeing that Caroline was becoming a little more at
ease at seeing herself on the screen. But there was still not completely
comfortable but that was cool.


      "Well I don't know about you but I'm about ready for bed," Sheila
said after they had gotten to the last picture.

      "Yea me too," Caroline said before adding, "I can delete all of these
now right."

      "Only after I copy them," Sheila said getting up, going to her
purse. She didn't look back hoping that Caroline wouldn't delete the photos
of herself while giving her every opportunity to do so.

      She got a jump drive from her purse and when she turned back, she saw
that Caroline was still sitting to the side leaving her seat open and the
last picture of her was still on the screen. That pleased her in more ways
than one.  Sheila gave Caroline a smile before returning to save the
pictures and she noted that Caroline didn't try to delete any pictures once
she was done downloading them from the computer.

      They talked for a few minutes before Sheila headed to the spare
bedroom as Caroline shut off the lights. Sheila closed the door behind her
and she went to the bed pulling down the covers to smell the clean
sheets. She slipped into the bed feeling just how comfortable it was, a lot
better than the lumpy mattress that she slept upon. She thought that she
could get used to a bed like this but then she told herself not to get used
sleeping in such comfort.

      She let her mind drift for a moment however as she turned to her
side, she felt the silk pajama's move with her and up against her breasts
and pussy. Now she wished that she didn't keep her pussy shaved clean as
the silk material felt so nice rubbing against it. The last thing she
wanted to do was to leave a stain on Caroline's pajamas but all of a sudden
she was feeling very frisky. She knew that she was never going to get to
sleep feeling the way she was so she turned back onto her back.

      She reached down to the top of her pajama bottoms pushing them off
her hips. She slipped them on down and off thus freeing up her legs. She
opened her legs putting her right hand down to her pussy that was already
getting moist. She closed her eyes thinking of her favorite actress who
unfortunately was very straight but that didn't stop her from fantasizing
her before. She got a great visual imagine of her in her mind as her
fingers began to caress her tingling clit.

      But then something strange happened, something that had never
happened before. Her favorite actress disappeared from her mind only to be
replaced by the image of Caroline from behind clad only in those damn plain
white panties. Her fingers began to press against her clit even harder as
her image of Caroline's sexy back and those damn panties became
clearer. Her pussy was so wet and when she reached up with her left hand
and her fingers touched her right nipple, she found that it was hard as a
rock. She pinched it wondering just what Caroline's nipples would look
like. But it was those damn panties that Sheila couldn't get her mind off
of. When she pinched her clit, she let out a moan that was much louder than
she realized as the rush of pleasure coursed through her body.

      It was as hard an orgasm as she had had in a long time and it left
her exhausted and a bit troubled. She didn't like that Caroline had
replaced her favorite actress as her favorite fantasy. Caroline had become
a very close friend and she liked her being just that. She just didn't
realize just how Caroline had gotten under her skin as she obviously
had. She would be leaving in May and she didn't need to be falling for
someone like Caroline right then but she feared that might have already
taken place.

      When she woke up she heard soft music playing outside her
bedroom. She lay there for a moment getting the sleep out of her eyes while
listening to the soft melody.  It didn't take her long to realize that it
was classical music that was playing. She had to smile as she should have
figured that with all the tutors that Caroline had, it would be this type
of music that she would be drawn to. Sheila had never been exposed to much
classical music but she did like what was playing except it made her want
to go back to sleep. However she had school work to do that she had put off
all weekend but now she had to get it done.

      So she got out of her bed heading to the bathroom without Caroline
seeing her thus not getting close enough to smell the scent of sex on her
should there be any left over from her little self loving session last
night that Caroline played a major part without knowing it. Sheila stripped
off the pajamas that Caroline had loaned her and she sat down to pee after
which she used the sink to freshen up a little. By the time she came out,
Caroline had already had a light breakfast waiting on her. Sheila was never
one for eating breakfast but for some reason, she was hungry this morning
and so she ate half a bagel and lots of the fruit that Caroline had brought
up.

      Caroline didn't protest when Sheila told her that she had to get back
and catch up on her homework, saying she had a lot to do herself. So once
breakfast was finished, Sheila collected her things and headed for home and
her lumpy mattress.

      On Tuesday, Caroline texted her that she had talked to the two girls
from her lit class and they were both very interested. And by that
afternoon, Sheila had talked to both on the phone. She arraigned to meet
them on Friday at one of the photography labs with an hour between
appointments.  She was going to take photos of both of them and then in
exchange for the pictures, Sheila was planning on convincing them not to
tell Caroline anything that day not that she thought that they would. From
what Caroline had told her, they were only interested in themselves and had
no reason to talk to Caroline unless they wanted something from her.

      Caroline met her for lunch on Wednesday and all she talked about was
which of the two girls she thought would be best. Sheila took it all in and
tried to not smile at the way Caroline was going on about the girls. Sheila
still had not come up with a good way to get Caroline to become her model
and she was running out of time.

      On Friday she met the two girls and they were as pretty as Caroline
told her they were but even as Sheila took their photos, she could see that
their beauty was only skin deep and it went no further. And telling them
not to tell Caroline anything wasn't going to be an issue, one they didn't
have her phone number and two they didn't care about Caroline now that they
had gotten what they wanted.

      Once she was done with the two beauty queens, she went to the west
end of the city were there was a large discount store that had a rather
large makeup section. Sheila had some makeup but she had brown hair and a
darker complexion where Caroline's complexion was paler and with her auburn
hair she needed some things that she didn't have. She would have to dip
into some of her savings but she needed them to bring out Caroline's true
beauty. She actually got out of the store spending less than she thought
she would but then Caroline didn't need much, just something to bring out
those green eyes and give color to her cheeks.

      "So who did you chose?" Caroline asked as soon as she opened the
door. And then before Sheila could answer, Caroline asked, "Where is she?"

      "My model will be here soon," Sheila said coming on in with both
hands full of her camera equipment and her purse and small makeup bag hung
over her shoulder.

      "I bet it was the blond right?" Caroline said finally taking Sheila's
camera bag from her.

      "Do you even know their names?" Sheila asked realizing that Caroline
had always referred to them as the blond or the brunette.

      "No they never told me," Caroline told her.

      "That figures," Sheila said with a sigh confirming what she already
knew about the two beauty queens.

      "So when will she be here?" Caroline asked again.

      "Soon, so do you want to order something to snack on as we wait?"
Sheila asked.

      "No I'm too excited to eat, I want to see what poses you put them in
and what they will wear." Caroline confessed as she began to very carefully
take out Sheila's camera.

      Sheila decided on a way to ease Caroline into being her model without
knowing it. "I tell you what, let's set up and I'll practice with you as we
wait."  Sheila suggested.

      "Sheila just call her and tell her to get her bum on up here,"
Caroline told her not really answering Sheila question.

      "You know how models are; they all have to be late just to show how
important they are." Sheila told her. "Now come on and let's set up my
light facing that window and I'll let you sit in as I get things focused
in."

      "Okay," Caroline said with a sigh.

      Once they had everything set up, Sheila made Caroline stand in for
"Her model" as she focused her camera and got the settings right for the
light that she had. She fiddled around long enough for Caroline to let her
guard down and relax.  She then snapped off a picture.

      "Sheila! I'm not your model; you were supposed to be just focusing
your camera." Caroline protested.

      "I had to make sure that it was in focus," Sheila said from behind
the camera.

      "Yea right, like I believe that," Caroline said pouting a bit as she
placed her hands on her hips.

      Sheila loved that pose and she clicked off another picture. "Sheila!"
Caroline protested even louder.

      "Hey that was a great pose," Sheila said honestly, "come and look at
it."

      "See how cute that is," Sheila told Caroline as she looked at the
back of the camera.

      "It would be if your model was doing it and not me," Caroline
protested but Sheila could see that Caroline liked the photo.

      "No, it looks great but I think it's missing something to really
bring out the beauty," Sheila said.

      "Yes a real model," Caroline said with a little laugh.

      "No something else," Sheila said. "Come on with me."

      "Where we going?" Caroline asked.

      "Just come along," Sheila said taking Caroline's hand and pulling her
along.  She picked up the little bag that she had her makeup in as she
guided Caroline to the spare bedroom where there was a small vanity table
with lights and two chairs.

      "Have a seat," Sheila instructed her.

      "Why?" Caroline said though she did sit down in the seat Sheila
instructed.

      "Just do it," Sheila told her.

      "Oh all right," Caroline said with a deep sigh.

      Sheila placed her makeup bag on the table, opening it, and she began
to pull out the things that she had bought.

      "What's that for?" Caroline asked and Sheila could see just the
tiniest bit of suspicion on Caroline's face.

      "I want to try some things that I think with bring out the color in
those pretty green eyes of yours and maybe a little foundation for your
cheeks.

      "I don't like to use much makeup and besides why would you want to
bring out my eyes, save all that for your model whenever she decides to
arrive." Caroline told her.

      "Well that's just it, she has arrived," Sheila said with a little
grin.

      "Where? When?" Caroline said standing up and then she looked down at
Sheila who could only look up with a soft smile. "Oh no! I'm not a model;
I'm not pretty like those girls in my class."

      "No you're not but you got something that they don't," Sheila told
her.

      "Like what pray tell?" Caroline asked her.

      "Sit down and I'll tell you," Sheila said in the calmest voice that
she could.

      "Can I trust you not to try and put any of that stuff on me?"
Caroline asked.

      "I won't do anything until you say that I can," Sheila told her
honestly.

      "You had better not," Caroline said as she sat back down. "Now what
do I have that they don't have other than being pretty which I know isn't
true."

      "You, my sweet friend, have an inner beauty that they don't have, all
of their beauty is skin deep," Sheila told her.

      "I'm not sure about that but the camera only shows the outside, not
the inside," Caroline said in response.

      "True but not so true," Sheila said and that earned her a questioning
look.  "The other day when we were looking at my pictures, didn't you keep
pointing out things in my pictures that weren't so obvious, you saw what I
was trying to get across to anyone that looked at the photo."

      "Sure but that was pictures of nature, buildings, etc, not of people,
not pictures of me," Caroline countered.

      "True but there is one more thing," Sheila told her.

      "What's that?" Caroline asked.

      "You got one hell of a great body," Sheila said with a mischievous
grin.

      "What makes you think that?" Caroline asked and Sheila could see that
there was a part of Caroline that liked hearing that.

      Sheila hesitated for a second and she saw Caroline wavering so Sheila
knew she had to tell the truth. "You know when I was taking that bath the
other night?"

      "Yea so?" Caroline asked.

      "Well after I was done, I came out to find you. When I passed by your
bedroom, I saw you by your bed after your shower. You were just wearing
your panties and hell you made a pair of plain white panties look so sexy,"
Sheila said and she saw Caroline's face turn a rosy hue.

      "You saw me naked..." Caroline stammered out.

      "No honey I didn't. I just saw you from the back and you were wearing
those damn sexy white panties," Sheila said.

      "Will you quit calling my panties sexy," Caroline said turning even
redder.

      "Well they are," Sheila said, "but to get back to being my model,
just give it a try?"

      Caroline sat there for a moment staring at her and Sheila held her
gaze.  After what seemed forever Caroline spoke, "You think I got a sexy
body?"

      "Yes and eyes I'd kill to have," Sheila told her being as sincere as
possible.

      "You would?" Caroline asked.

      "Yes I would now will you give it a try?" Sheila asked.

      Caroline only paused for a moment this time, "Just don't put too much
of that junk on me, Nanny Kay never let me wear much so now I don't like
too much on my face."

      "I promise, just a little," Sheila said with a grin and then she
picked up the eye liner not wanting Caroline to think about it too long and
change her mind. "Now close your eyes."

      "Not too much..." Caroline warned.

      Sheila let out a little laugh, "I know, I know." She said as she got
her eye shadow brush and began to apply just a light coloring to Caroline's
eyes. When that was done she used her liner to darker the eyes just a hair.

      "You're using too much," Caroline protested as she began to put just
a little blush to her cheeks.

      "No I'm not, now hush as I finish," Sheila told her.

      "You better not be," Caroline warned again but she made no attempt to
stop her.

      "Now one more thing," Sheila told her.

      "More make up?" Caroline whined.

      "No I just want to do something with your hair," Sheila told her.

      "What's wrong with my hair," Caroline asked with a worried tone of
voice.

      "Nothing honey, I love your hair, I just want to pin it up a little
in the back," Sheila told her and once she got it in place she said, "Now
look in the mirror."

      Caroline slowly opened her eyes pausing a second before turning to
look into the mirror. Sheila could see that Caroline wanted to protest but
she had been careful not to apply too much.

      "Well," Sheila asked.

      "I like it," Caroline finally said.

      "Oh I forgot your lipstick," Sheila said reaching over for that very
item.  She started to hand it to Caroline only to find that she was now
facing her with her lips pursed.

      Sheila had to smile as she opened the tube of lipstick and began to
apply it to Caroline's full lips. The only problem was that as she applied
it, she felt an urge to kiss those lips. It was an urge that she was able
to repress mainly because she feared that if she did, she'd lose her model
but more importantly her friend.

      "Okay all done, now let's get some photos," Sheila proclaimed as she
put the lipstick down.

      "You sure about this?" Caroline asked with more than a little bit of
trepidation.

      "Yes I'm sure," Sheila said getting up and then taking Caroline's
hand to help her up.

      "What shall I wear?" Caroline asked causing Sheila to stop and wonder
that herself. All of her thought processes were focused on getting Caroline
to model and not on what she would wear as she did so.

      She looked at Caroline who was wearing a mid length floral print
skirt and a loose fitting sky blue blouse. "Let's just start with what you
have on and go from there." She replied before pulling Caroline back into
the living room placing her in front of the curtains that they had
closed. She turned on the lights that she had borrowed from the school and
then got behind the camera.

      "How shall I pose?" Caroline asked looking completely lost and scared
with the lights on her.

      "Just act natural," Sheila replied knowing that wasn't what Caroline
wanted to hear.

      Caroline just stood there for a moment and Sheila was just about to
give her some real directions when Caroline got this mischievous gleam in
her eyes. Shelia knew Caroline was about to do something and she prepared
herself for that moment. So when Caroline stuck out her tongue and crossed
her eyes, Sheila was ready and she snapped off a picture.

      "Hey you weren't supposed to take that picture!" Caroline protested
quiet loudly.

      "But it was a perfect photo of you, it captured your personality
perfectly," Sheila told her with a wide grin.

      "You think so?" Caroline said pouting which of course Sheila took a
photo of her pouting.

      "Sheila!' Caroline protested loudly now frowning at her.

      "Oh another of piece of your personality," Sheila said taking yet
another photo of her.

      For a moment Caroline looked as if she was going to get mad at her
but then the slightest of smiles came to Caroline's lips, "Okay I get your
point, now tell me what to do, I really don't know."

      Sheila came from behind the camera, "I'm new at this too, I usually
take pictures of things that don't move. Let's just play around and see
what we end up with."

      "Okay now tell me what to do, I really don't know how to be a model,"
Caroline confessed.

      Shelia knew she was going to had to direct Caroline or the few photos
she had of her would be the last she got. Sheila came over to Caroline
trying to think of how to pose her. For some reason an image came into her
head, it was on an album cover of one of her mom's old records. There was a
young singer posing with her hand on her knee and her hip cocked out. "I
got an idea," She said and immediately got a sense of relief from Caroline
who was obviously waiting to hear those very words.

      Sheila put in that pose taking a couple of photoss before thinking of
another pose. Shelia kept everything pretty tame just getting Caroline used
to being in front of the camera making sure to make her laugh. After
several photos, they both went into Caroline's bedroom to pick out another
outfit. It only took a quick look for Sheila to see that Caroline had
nothing that would show off her body in the least way. So Sheila had
Caroline put on a pair of jeans and a tee shirt which was too big to really
get the effect that Sheila was looking for but for this first session it
would do.

      "So did you enjoy being my model for tonight?" Sheila asked after
they had reviewed the nights work.

      "I didn't like being tricked into being your model," Caroline told
her but then she paused for a second and a shy grin slowly formed upon on
her lips, "But it was kind of fun..."

      "I'm glad that you enjoyed it, I wanted it to be fun for you." Sheila
told her, "And I'm sorry for tricking you."

      "No you're not, you got me to model so you're not sorry," Caroline
said calling Sheila on her apology.

      "Okay I'm not sorry but it was the only way I could get you to do it,
I know if I had asked you straight out, you would have refused." Sheila
said in reply. "I'm right aren't I?"

      "Maybe..." Caroline said but not in any way that would have convinced
anyone of that.

      "Maybe?" Sheila said.

      "Okay I would have refused," Caroline said. "You happy now?"

      "Yep," Sheila said before letting out a laugh that turned Caroline
frown into a smile.

      "So will you do it again tomorrow after I get off work?" Sheila asked
hopefully.

      "I might if asked nicely...' Caroline told her.

      Sheila grinned before asking very nicely, "Would you please model for
me tomorrow?"

      "Yes I will since you asked so sweetly," Caroline said grinning too
but then she began to frown, "but we got one problem."

      "What's that?' Sheila said with her worry showing in her voice.

      "I don't have any outfits that any real model would be caught dead
modeling in do I?" Caroline said honestly.

      Sheila had to smile at Caroline's directness and her ability to see
things as they were, "No you don't, we need to find some outfits that fit a
little tighter and..." Sheila said pausing to make sure she said the right
thing in the right way, "and show a bit more skin."

      "I know we do, no one will see these except you and I and that
advertising firm right?" Caroline asked.

      "No and I'll make sure that they can't use them in any way or even
copy them otherwise they will never see them." Sheila assured her.

      "And just a little more skin right..." Caroline asked.

      "Just a little I promise," Sheila told her as she put her hand on
Caroline's hand giving it a gentle squeeze.

      "I guess that means we're going shopping after you get off work
tomorrow," Caroline said with a big grin.

      "Okay but we'll find things on sale and we'll just buy a couple of
things, I'll help pay for it too," Sheila told her.

      "No you won't either, I'll pay." Caroline replied.

      "You're already modeling for me, I can't ask you to pay just so I can
get a job," Sheila told her.

      "Sheila I already got more money than I know what to do with and when
I turn twenty one, I get even more." Caroline told her as a matter of fact.

      "I know but still," Sheila said but she couldn't argue with
Caroline's argument, Caroline could probably buy out ever item in every
store in the mall that she worked and it wouldn't even make a dent in her
money.

      "Good now that is settled, let's get some sleep, I'm getting tired."
Caroline said obviously trying to end the argument.

      "Are you sure?" Sheila asked.

      "Can I tell you something and you promise not to tell anyone even a
certain photographer that I know as she might think that she can get away
with tricking me again," Caroline said and Sheila had to grin at the way
Caroline talked about her as if she wasn't there.

      "I promise," Sheila said raising her right arm while trying her best
not to giggle a little.

      "Well I kind of lied when I said it was fun to play at being a model
tonight..."  Caroline said pausing just enough time to get Sheila a little
worried, "It wasn't just fun, it was so exciting, for the first time in my
life I felt like I was really..."

      "Beautiful?" Sheila asked with a soft smile.

      "Yea is that vain of me?" Caroline asked.

      "Maybe a little but you're allowed to feel that way and besides I
know of a certain photographer who thinks you are beautiful, inside and
out." Sheila told her honestly.

      "Really?" Caroline said with a bright smile.

      "Yes really," Sheila assured her.

      "Oh thank you," Caroline said excitedly and then she reached out
giving Sheila a tight hug that Sheila found herself returning and enjoying
more with each passing second.

      "Now I think my model needs her beauty rest," Sheila said pulling
back from the nice embrace before she reached a point of not being able t
let g of her.

      "Yes she does and so does my photographer," Caroline replied grinning
from ear to ear.

      Caroline helped Sheila move her lights out of the way and then they
talked as they walked back to their bedrooms. Sheila pulled out a clean
pair of panties out of her overnight bag that she brought along as she
figured that she would end up spending the night if all went well and I
did. She took them and the clean silk pajamas that Caroline her set on her
bed to the bathroom to freshen up before heading to bed.

      Once in her bed, Sheila wondered just what type of outfits that she
could get Caroline to wear. She knew that Caroline would be agreeable to
going for some bolder outfits; she just wondered how far she would go. She
didn't figure that Caroline would be willing to go too far but then she
didn't need that much more from her. She thought of a few items that would
look good on Caroline without them being too revealing. Once she had some
things picked out in her head that she hoped wouldn't be too expensive, she
rolled onto her side and let herself fall asleep.

      She cursed the alarm then next morning as she hated that she had to
get up early on a Saturday morning when most of her friends were still
sleeping soundly.  She got on up taking her work clothes with her to the
bathroom. She took a quick shower and then dressed in the bathroom.

      As she went toward the living room, she passed by Caroline's room and
she couldn't resist glancing inside since Caroline had left the door
open. What she saw surprised her; Caroline's bed looked as if it had never
been slept in. She then had to smile as she figured that Caroline was
probably the type that made up her bed as soon as she got out of it even
when the motel had maids paid to clean the suite and make the beds. She
went on into the living room only to find Caroline slumped onto her desk in
front of her computer. Her first fear was that she had kept Caroline from
working on some important paper for one of her classes while she had her
modeling. She knew she would feel so guilty if that was the case and she
hoped that it wasn't.

      She went on over to Caroline so that she could wake her and then send
her to bed after first apologizing to her for taking her time away from her
classes.  She saw Caroline's right hand on the mouse and she went to take
her hand off of it. When she did the screen lit up and Sheila was surprised
at what she saw. It wasn't some word document but a fashion site and the
model on the screen was wearing a very sexy nightgown.

      About that time Caroline awoke, sitting up with a confused expression
on her face until the sleep cleared her head, "Oh you awake?" She asked.

      "Yea I got to go to work," Sheila told her as Caroline's sleepy eyes
finished waking up. "Have you been up all night?"

      "Well part of it, I couldn't go to sleep so I came in here to see
what type of clothes we need to look for today." Caroline said getting up
and stretching.

      "Well that gown sure looks sexy," Sheila said looking at the picture
on the screen.

      "Yea but I don't have the breasts for that gown but I got some
ideas," Caroline said and Sheila saw just a hint of a rosy hue come to
Caroline's cheeks.

      "Well get some sleep, I don't want my best model having dark rings
under her eyes," Sheila said with a little laugh though she was being
serious at the same time.

      "Since you wouldn't use the two girls that I suggested, I'm you're
only model," Caroline reminded her.

      "That's why you're my best model my dear," Sheila said with a
laugh. "Now go to bed and get some sleep."

      "I will but I'll drive you to work first, that way we can shop after
you get off work." Caroline said and then she was gone before Sheila could
decline her offer.

      Sheila's day while not really busy however it was filled with fussy
babies that took all her patience to get them to laugh or at the very least
stop crying long enough for her to get a few photos of them for their proud
parents.

      "So how was your day?" Caroline asked with a big grin as she came out
into the lobby after work.

      "I now know that I don't ever want to become a mother," Sheila said
frowning.

      "Why's that?" Caroline asked.

      "Because I just spent the day with some very unhappy babies," Sheila
explained.

      "But I bet you got them to laugh," Caroline replied confidently.

      "Yea but it wasn't easy," Sheila replied.

      "Then you'll be a great mom," Caroline told her.

      "I doubt it," Sheila said, "Now let's see if we can find something
for you to model in."

      "I got some great ideas and I know just where to start," Caroline
said taking Sheila by the hand leading her into the main part of the mall.

      Caroline took her first to one of the name brand stores where
Caroline tried on several pairs of jeans going down in sizes until Sheila
decided that they were tight enough though Caroline thought they were too
tight. The same thing happened when Sheila had her try on several sweaters
until she found one that fit her perfectly and more importantly showed that
she really did have some nice breasts. The next couple of stores where one
or the other of them vetoed what Caroline tried on. But the next one
provided a couple of outfits that they liked.  The last store that they
went to was a lingerie store where Caroline found a nightgown that she
liked and more importantly didn't show too much. Sheila did agree that she
looked sexy on her and she figured that she could get some good photos of
her in it.

      "If you don't mind take these packages on out to your car, I need to
do something," Sheila said handing Caroline the packages that she was
carrying.

      "What you going to do?" Caroline asked suspiciously.

      "Don't worry, just go on," Sheila said putting her hands to
Caroline's shoulders turning her around and sending her toward the door
loaded down with bags.

      "Okay," Caroline said then taking a few steps toward the door. "Wait
a minute," She said turning back around.

      "What?" Sheila said hoping that Caroline wouldn't insist on going
with her.

      Caroline came up to her, putting the bags down and pulling her credit
card from her purse, "Here take this," she said.

      "No I'll get this one," Sheila said pushing the credit card back.

      "Take it," Sheila said slipping the card into the pocket of Sheila
work shirt.

      "Okay, I promise I won't spend much," Sheila said not wanting to
start an argument in the middle of the mall, an argument that she wasn't
going to win anyway.

      "It's cool," Caroline told her.

      It cost Sheila a bit more than she thought it would but she was sure
that Caroline would look cute in it that is if she could get Caroline to
wear it the way that she wanted her to. She was going to save it for last
so that if Caroline refused then it would be at the end and Sheila could
assure her that they had plenty of photos and wouldn't need that outfit
anyway. Which brought her back to the thought of why she wanted to get
Caroline to wear it and she knew that answer, she was sure that Caroline
would look so sexy in it, maybe too sexy for her own good. But she here she
was buying it and with Caroline's own money to boot.  She did feel guilty
about the paradox she was creating but not enough to stop herself from
buying it.

      "That's not a big bag," Caroline commented when Sheila got into
Caroline's car that was parked just outside of the entrance where Sheila
worked.

      "I guess it's not," Sheila replied waiting for Caroline to follow up
with what is in the bag.

      "So which outfit do you want to shoot first?" Caroline asked and
before Sheila could even think of an answer to her question Caroline had
another and another. "What do you think about me putting my hair up this
time? Or maybe up on some and down on the others depending on what you got
me wearing. Are we going to do them all by the window with the curtain?"

      So Caroline asked these questions and then went about answering them
though she did eventually allow Sheila a chance to throw in her
opinions. Sheila didn't really mind Caroline dominating the conversation,
it was telling her that Caroline was excited about being her model though
she still didn't think that she was pretty enough to be a model.

      When they got to Caroline's suite, Caroline ordered them some things
to snack on as they worked. Sheila went on to her bedroom to get a clean
pair of panties and something comfortable to wear as she photographed
Caroline. She really didn't bring much but then she saw Caroline's extra
pair of pajamas on the foot of her bed so she took them with her to the
bathroom. Just as she turned on the shower, she heard Caroline talking to
someone so she knew that their food had arrived which made her stomach
growl. So any thought of a long shower went out the window, her stomach had
control of her now and since she got no lunch break, she had no choice but
to listen.

      When she left the bathroom, she passed by Caroline's door which was
closed making Sheila smile as Caroline had obviously learned her
lesson. When she got to the living room, she saw a small cart by the small
kitchen. She went over it uncovering the plates to see that there was a
vegetable and fruit plates with a bowl of dip for each. She picked up a
large strawberry dipping in into the dip before placing it into her
mouth. She almost let out a moan from how juicy and fresh tasting it
was. She should have known that this motel would only serve the best. She
then picked up a stalk of celery, dipping it into the vegetable dip finding
that it was also great tasting, not as great as the strawberry but close.

      Sheila got to sample a little of everything from both plates which
filled her enough that her stomach was no longer talking to her before she
heard Caroline call out, "I'm ready."

      "Okay," Sheila said turning to see what Caroline would look like it
the long dress gown that they had found on a clearance rack. She waited
another moment but no Caroline appeared.

      So she went looking for her wondering what Caroline was doing. She
passed by Caroline's bedroom seeing the door open but no Caroline. She then
saw the light in the spare bedroom on, knowing that she had turned out the
light when she had left it to take her shower. She went in to see Caroline
sitting at the dressing table in a white terry robe with all the makeup
that Sheila had bought sitting out ready for her to use. Sheila had to
smile as Caroline sat there patiently waiting for her makeup to be
done. Sheila started to make a smart comment but for once her brain worked
faster than her mouth and she was able to bite her tongue.  Caroline needed
to be handled with kid gloves and she felt like she could only kid her when
she knew Caroline would take it the right way.

      As she entered the room, she thought of the right way to make
Caroline fuss at her while knowing that she was kidding with her, "Let's
see if I can bring out the slut in you."

      "Sheila!" Caroline protested.

      ""What, you're not a slut!" Sheila asked grinning from ear to ear.

      "No I'm not and you know it," Caroline said crossing her hands across
her chest.

      "I know, I'm messing with you," Sheila said reaching out to uncross
Caroline's arms.

      "I knew you were," Caroline said smiling.

      "Good, now what do you think I should use?" Sheila asked just to see
what Caroline would say.

      "Well since you only let me buy things that were on sale and most of
those items were a lighter shade of blue, I think a little blue eye shadow
and then some blush for my cheeks.

      "Sounds good and don't forget the eyeliner and a little lip gloss,"
Sheila said picking up the eye brush and the pack of eye shadow.

      "Okay," Caroline said smiling as she leaned forward.

      Sheila was concentrating on getting a little of the eye shadow so
when she turned back around, she noticed that Caroline's robe had parted
slightly at the top. As she leaned in, her eyes by their own volition
glanced down. She was slightly disappointed that she was only able to see
the edge of the cups of Caroline's white bra.

      Sheila moved her eyes up to Caroline's face noting that Caroline had
noticed where she had been looking. Sheila could only grin before she began
to apply the eye shadow to Caroline's eyes and then the eyeliner. She loved
how the dark eyeliner really brought out Caroline's green eyes and she only
had to apply just a bit of mascara to show off Caroline's naturally long
eyelashes. But it was when she applied the Pink Bouquet lip gloss that
Sheila had the urge to put her hands to Caroline's cheeks to bring her head
forward for a kiss. She found herself biting her lower lip just to keep
from doing so. She also decided that Caroline's hair would look cute with
the sides' braded leaving the rest loose. This way she wouldn't have to
gaze into Caroline's seductive eyes.

      "All done, so what do you think?" Sheila asked once she had brushed
out the rest of Caroline's hair.

      "Oh you have done wonders to my plain face, if only we could cover up
these freckles that I have." Caroline told her but Sheila could see that
Caroline was pleased with how she made her look.

      "Oh we could but then you'd lose that girl next door look plus I
would have to use more of the foundation than you like and you really would
end up looking like a slut," Sheila said laughing a little while making her
point.

      "I think I'll stick with the freckles," Caroline quickly replied.

      "Good choice besides they're not really that noticeable," Sheila told
her.  "Now we still going in the order we talked about?"

      "Yea, I think that will be best don't you?" Caroline asked.

      "Sure, do you need help with the gown?" Sheila asked not sure which
answer she really wanted to hear.

      "No I got it," Caroline answered disappointing Sheila in the
slightest degree while also relieving her in slightly greater amount.

      "Okay I'll get the lights and camera set up for you," Sheila said
leaving the room.

      Sheila had everything set up when Caroline came into the room saying,
"This gown is too tight; I told you we should get a size larger. I can't
even get it zipped up."

      "Turn around and let me help," Sheila said smiling at Caroline who
was frowning.

      Sheila had to pause a moment to stare at Caroline smooth pale back
invoking the memory of seeing her in just her panties that got her into
this to begin with.  When Caroline glanced over her shoulder at her, Sheila
remembered what she was supposed to be doing. She reached down taking the
zipper and pulling it up seeing the gown come together.

      "Turn around and let me see," Sheila instructed her.

      "It's too tight around my bust and hips," Caroline complained as she
pulled on the gown first in her bust area and then her hips.

      "Quit that," Sheila said pulling Caroline's hands away before she
readjusted the gown careful not to get her fingers too close to Caroline's
breasts or her ass.  "It looks perfect, you look perfect."

      "It's not too tight?" Caroline asked.

      "No it shows off your figure perfectly," Sheila told her and she saw
Caroline beaming from the compliment.

      Sheila got behind the camera and she got a quick shot off while
Caroline was still smiling and that was a great way to start the photo
session. Sheila got several photos of Caroline in the gown but for some
reason she had her posing in profile more than any other position, but then
she loved how the gown showed off Caroline's breasts and ass. She then took
her camera from the tripod so that she could take some free hand shots at
different angles.

      Next up was a knee length skirt and a floral designed
blouse. Caroline was able to move easier in this outfit. Sheila even had
her pose sitting on the couch getting Caroline to move the skirt up above
her knees to show off a bit more of her long firm legs which took Sheila
more than a little coaxing to get her to do but it was definitely worth the
effort.

      Sheila gave Caroline a break after this outfit so that she could get
something to eat and drink however that caused Sheila to have to reapply
Caroline's lip gloss not that she couldn't do it herself but Caroline
seemed to enjoy having Sheila do it for her and Sheila had to admit that
she didn't mind doing so either.

      Next came jeans and a sweater, again both were tighter than Caroline
seemed to like however she protested less and she was smiling throughout
the shoot. This was followed by a much shorter skirt that Sheila had to
keep telling Caroline not to pull down upon. She worked slowly letting
Caroline get used to the skirt and she got lots of photos of Caroline's
firm legs. She even got Caroline to face away from her and bend forward
however Caroline would only bend so far however that was more than enough
for Sheila to feel an itch that she didn't want to admit that she had.

      Sheila let Caroline, and herself for that matter, take another break
before they got to the final outfit of the evening. She could see that
Caroline was tiring as was she and she wanted Caroline to look fresh for
this last one that is if she could get Caroline to wear it. However she
could see that Caroline was becoming a bit more daring as the evening
turned into night.

      "You up for one more shoot?" Sheila asked.

      "Sure but all we have left is what you bought and wouldn't let me
see," Caroline replied with the slightest bit of hesitation in her voice.

      "Yep and I think you'll look so cute in it," Sheila said getting up
from the couch that they were sitting.

      "Come on and let's try it on," Sheila said reaching out for
Caroline's hand who allowed her to take it.

      Caroline's hand was so soft and Sheila felt Caroline giving her hand
a light squeeze. Sheila couldn't help but to smile as she felt her body
warming just from Caroline's touch. Sheila told herself to get a hold of
her feelings and then she thought of the outfit that she bought for
Caroline and she wondered if it was such a good idea. By the time that they
got to the spare bedroom, Sheila had about decided to tell Caroline that
she had changed her mind.

      "I'm been waiting all night to see what you got," Caroline said
letting go of Sheila's hand going directly to the bag and then handing it
to Sheila.

      "You don't have to wear it if you don't want," Sheila said giving
Caroline a way out hoping that she would take it.

      "I will, you got it for me so I'll wear it," Caroline replied.

      "But you don't have to," Sheila said opening the bag.

      Caroline just frowned at her so Sheila went ahead and pulled out the
blouse from the bag handing it to Caroline.

      "That's just half a blouse..." Caroline said holding up the blouse
showing that her belly would be showing. "And what are these pieces at the
bottom?"

      "You tie those together and it's supposed to show your belly." Sheila
said and before Caroline could protest further, she pulled out a pair of
denim shorts.

      "Those are too short, they'll barely cover me and my panties will
show at the top." Caroline protested further.

      "You got a pair of brief panties don't you?" Sheila asked wondering
if she had forgotten a very important point.

      "White cotton ones?" Sheila asked before she could stop herself.

      "Ahhh... yea," Caroline replied.

      "Good put them on," Sheila said as she turned to leave with Caroline
standing holding the small outfit. "...and no bra."

      "I can't go without a bra," Caroline said.

      Sheila stopped at the door turning back around, "Don't worry, nothing
will show."

      "Then why do I have to go without a bra?" Caroline countered.

      "Just do it, okay," Sheila said.

      "Okay," Caroline said after a brief pause.

      "Thanks," Sheila said going on out of the door feeling a twitch down
below and feeling a bit moist.

      "Heaven help me..." Sheila said to herself not expecting any help
from that direction and not so sure that she wanted it.

      Sheila went back to her camera making sure that she had plenty of
memory left and putting in a fresh battery so that there would be no
interruption. Sheila was then left to wonder if Caroline would back out or
not and she was beginning to think that she would when she heard Caroline
clearing her voice behind her. Sheila turned around letting out a gasp.

      End of Part Three
      To be continued.

Please let me know what you think of my story. I welcome all comments good
or bad. You can email me at numlfl@hotmail.com