Date: Wed, 18 Feb 2015 17:53:32 -0500
From: numlfl C <numlfl@hotmail.com>
Subject: The Photographer's Assistant - Part Four

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distribute the story then you must get the permission of the author.


     The Photographer's Assistant
     Part Four

By Chris

      "That bad?" Caroline said with her lips forming a deep frown.

      "Oh god no! You're that beautiful..." Sheila said honestly while
feeling that familiar twitch down below.

      "Really, I'm not showing too much?" Caroline said taking a step
forward.

      "Oh god no, you're a dream come true, I bet every teenage boy in the
world would love to have a poster of you on their wall." Sheila said
teasing Caroline and seeing her blush at the compliment.

      "I let my hair down, I thought it would look better," Caroline said
forcing Sheila to notice that the braids were out of her hair.

      "That's prefect, now let me get a few photos of you," Sheila said
forcing herself to get back into her role of the photographer and not the
lusting woman that she felt she was becoming.

      Caroline walked over in front of the white backdrop that they had
created in front of the windows. Sheila first focused in using a bit of a
wide angle so that she could get Caroline from the top of her head to her
feet. Shelia had to back off a little further than she had all night and
when saw Caroline's feet, and then she realized why. Caroline had put on a
pair of heels on; they were short heels but still they put Caroline's
weight on the balls of her feet and caused her firm calves to tighten
making her legs look even longer and sexier. After getting several photos
using the tripod, she took the camera off the tripod to get some freehand
photos of her lovely model.

      She took a few photos with Caroline facing her and then some from the
side with Caroline moving her head around following her. This was just the
pose that she wanted, getting it without having to tell Caroline what to
do. Plus by now, Caroline seemed to have caught onto what types of photos
she liked to take. Sheila moved back in front of Caroline noticing that she
had her blouse button up all the way and the tie below her bust was loosely
tied. Sheila moved in behind of Caroline getting Caroline to look over at
her shoulder at her. She also got a few photos of Caroline's ass with the
tight shorts showing off that asset perfectly.

      Sheila put her camera down on the little table she had all her
filters and batteries she was using. "I think we need a little wardrobe
adjustment," She said coming over to Caroline who was staring at her
nervously.

      "Just what kind of adjustment?" Caroline asked eyeing her very
carefully.

      "A minor one, I promise," Sheila said trying to act calm and praying
that her hands wouldn't shake as she made her adjustments.

      "Only a minor one," Sheila said again with as calm and reassuring
voice as she was able to muster.

      Sheila reach out to the loose tie that Caroline had made and she saw
Caroline suck in her stomach as she pulled the ends of the belly shirt
loose. She re-tied it so that the bottom of Caroline's belly shirt fit
tightly under Caroline's breasts. She then moved her fingers up to the top
button of Caroline's shirt and she began to unbuttoned the top button. She
hesitated to see if Caroline would stop her. When she didn't, Sheila
glanced up into Caroline's piercing green eyes.  Those eyes froze her for a
moment and she found that she was getting lost into those eyes that no
longer showed fear but rather desire.

      Sheila had to force herself to glance away focusing her eyes back on
Caroline's shirt as she undid the second and third button. She pulled the
shirt back so that the edges of Caroline's breasts came into
view. Caroline's pale skin looked so alluring and the few light freckles
made Sheila want to lean down and kiss each and every one. She had to force
herself to look back into Caroline's face and at those eyes that were
speaking volumes of unspoken words. Then she looked at Caroline's lips and
as she looked, she saw Caroline pursing them.

      One kiss, just one kiss was all she wanted, she thought to herself,
just one damn kiss... Sheila backed away hurrying back to the safety of her
camera where she could resist this girl that had a way of digging under her
skin so deep that no amount of scratching would relieve the itch. Why she
ever thought this would be a good idea, she had no clue.

      She picked up her camera and immediately began to take photograph
after photograph. When she came in closer getting just a shot of Caroline
from her bust up, she saw just a hint of a rosy hue come to Caroline's
cheeks. Sheila smiled from behind her camera which caused Caroline to smile
as she hoped that it would. She moved in behind Caroline causing her to
turn her shoulder and look back at her.  Sheila moved all around her with
Caroline posing for her, though when she bent forward, Caroline put her
right hand to her chest holding her shirt in place. At first Sheila was
disappointed but then she realized that it made for a great photo so she
took several with Caroline showing a bit of modesty. Sheila took several
more shots before she returned to her table putting her camera down.

      This time she didn't say anything as she approached Caroline who
stared back at her but not with a nervous or scared expression but one that
seemed to be saying or rather telling her something entirely
different. Caroline was talking in a silent language that Sheila understood
quiet clearly. It was all that Sheila could do to break eye contact and
look down to the button on Caroline's denim shorts. This time her fingers
were shaking slightly as she grasped the button and undid it. She slowly
unzipped Caroline's shorts and then she pulled the sides back so that the
top of Caroline's white cotton panties came into view. Sheila had to bit
her lower lip to prevent herself from moaning seeing just the edge of those
cute panties and the smooth pale skin above those panties.

      When Sheila allowed her eyes to move back up to Caroline's eyes, she
found those eyes still talking to her and also saw the soft red blush to
Caroline's cheeks.  Before Sheila realized what she was doing, her hands
were against Caroline's cheeks tilting her head to the right just enough
for her to lower her lips to Caroline's lips soft pliable lips. She heard a
moan but she wasn't sure if it came from Caroline or herself.

      She did feel Caroline's small hands grasping her sides and Caroline's
lips pressing against her lips. She felt herself giving into the kiss that
she had started when she knew better. Just a moment before she knew that
she would forever be lost in Caroline's kiss, Sheila pulled away.

      "I'm sorry; I shouldn't have kissed you..." Sheila stammered out as
she turned, hurrying back to the safety of her camera.

      She put it to her eye, looking through the viewfinder to see Caroline
standing there with her hands still out as if she was stilling holding onto
her sides.  The weird part was that Sheila could still feel those hands on
her sides and what was worse was that she could still feel Caroline's soft
red lips on her lips. Sheila moved the camera lens up to see how red
Caroline's cheeks were, a natural blush that the photographer in Sheila had
to get a shot of so she did, photo after photo that she knew no one but
herself would ever see. It was only after she had filled her memory chip on
her camera did she put her camera down.

      She looked at Caroline now without the benefit of the camera lens,
seeing Caroline standing there no longer posing for her and the deep red
blush to her cheeks was about gone but yet there was a pink hue to those
lovely cheeks. But it was in those green eyes that Sheila saw what she had
done. Caroline was staring at her almost begging her to come to her and do
what she shouldn't have done in the first place.

      "I'm sorry, I shouldn't have kissed you," Sheila told her hoping that
would say what she couldn't say because she'd be lying if she did.

      "I didn't mind..." Caroline said so softly that Sheila could barely
hear her, "...  you may kiss me again if you like."

      "I can't... it won't work... it can't work, I don't feel that way
about you."  Sheila said telling the lie that she hoped that Caroline would
believe.

      "I think we can work, I know we can," Caroline told her.

      Sheila so wanted to argue with Caroline and convince her that it
wouldn't work but again she wasn't so sure that she didn't want it to work
so she decided the best thing to do was to avoid the argument all together.

      "You know I'm about worn out and I know you have to be, why don't we
leave all this out and just hit the sack. We can put everything up in the
morning before I go," Sheila said doing what she never did, leaving her
camera out and her batteries not on charge.

      "Yea I am pretty well whipped," Caroline replied surprising Sheila by
not arguing.

      "Well I'll see you in the morning, sleep well," Sheila told her
before hurrying out of the living room and to the spare bedroom.

      When she got to her bedroom, she closed the door, leaning back
against it, "Shit!" She said to herself. "Why in the hell did I have to
kiss her? And why did I buy that shirt and shorts, I knew what she would
look like in them and how it would make me feel towards her!" She then let
out a loud sigh and it was that moment that she realized that she had been
talking out loud.

      She stood still hoping that Caroline hadn't heard her as she listened
through the door hoping that Caroline was already in her bedroom. She stood
there for a few moments cursing herself, this time silently before she
heard Caroline's bedroom door close, she stayed there for a couple more
minutes before she thought she heard Caroline's shower running. It was then
that she realized that she was sweating and she figured that she could use
a shower herself. The only thing was that she had nothing to sleep in since
she already had her pajamas on they really, really needed to be washed.  So
she was left with nothing to wear to bed but a clean pair of panties which
was what she normally wore anyway. She slipped out of the bedroom and to
the bathroom as silently as she could.

      She took a quick shower, just to get her mind and body clean. She
feared that if she lingered too long, her mind would wander and she knew
where it would wander to, a place she didn't want it to go. After drying,
she picked up the bottle of body spray that she had brought with her and
what she normally wore. It had a very light floral scent that she liked
that gave her a fresh scent which wasn't overwhelming to the people around
her. She put on one of the motel's robes before slipping back out of the
bathroom into the dark hallway. She felt her way the few steps to the spare
bedroom, closing the door behind of her.

      Once in bed, she was left to her own thoughts and those thoughts went
directly to Caroline and the past few hours where Caroline was the center
of her attention. She tried to think like a photographer visualizing the
shots that she had taken of her model. For the most part she was able to do
that seeing the photos that she had taken and knowing which ones she could
use. However as the photographs went through her head she began to think of
the photos not as a professional photographer but as a woman with real
desires and feelings. She saw Caroline not as a model but as a beautiful
young woman; a smart and caring woman, a woman worth losing her heart to if
she would allow herself to do so. She felt her heart telling herself to
open her heart to Caroline but then her mind told her that she would be
graduating in a few months and moving away, most likely to New York to
start her career. Her mind was just getting the upper hand when she heard a
noise coming from the direction of the bedroom door.

      The alarm clock that the motel put in the room had large numbers that
provided just enough light that Sheila could see that it was Caroline
entering her room, not that she had any doubt as to who it was. She could
see that Caroline was wearing the same type of robe that she had
worn. Caroline walked silently to the side of the bed, the side opposite
side of the clock so Sheila could no longer see her as clearly though she
could see enough to tell her that Caroline was taking off her robe letting
it fall to the floor. What Caroline was wearing under the robe, Sheila had
no clue but her imagination was running wild for a moment.

      "What are you doing?" Sheila asked when she saw Caroline reaching
down for the sheets as if the answer to that question wasn't obvious.

      "Getting into bed with you," Caroline said so softly that Sheila
could barely hear her.

      "Why?" Sheila asked as her body, without any input from her mind it
seemed, moved over enough for Caroline to get under the covers with her.

      "Because I knew you wouldn't," Caroline said simply as she lay on her
back next to Sheila.

      "Oh..." Sheila said stupidly, she thought.

      Sheila laid there silently hearing Caroline breathe and feeling the
warmth of her body lying next to her. She could feel Caroline's cotton
panties against her hip which led her to wonder if that was all that
Caroline was wearing. There were so many things going through Sheila's head
that she was unable to form a clear thought as to what to say or do. This
was something entirely foreign to her because she had been in bed with more
than a few women before and she always knew just what she wanted to do and
did do. But then Caroline wasn't like any woman that Sheila had known or
been with.

      "You may kiss me if you like," Caroline said quietly, "I liked it
when you kissed me before."

      This time Sheila didn't hesitate, she knew what she wanted to do and
that it was the right thing to do as her heart told her so. She shifted her
hips over and she heard Caroline let out what seemed a disappointed sigh
that stopped when she turned onto her side facing Caroline and then laying
against her with her left leg slipping between Caroline's legs and her left
hand resting against Caroline's right shoulder. As she lay down against
Caroline she found that Caroline was wearing the same thing that she was
with the exception that Caroline's panties were cotton while hers were
nylon.

      Sheila placed her hands to Caroline's cheeks, feeling her soft cheeks
with a wee bit of heat radiating from those cheeks. Sheila felt Caroline's
breasts pressed against her breasts and she could feel Caroline's nipples
hardening as were her own. Sheila lowered her head until she felt
Caroline's sweet breath against her lips. She paused for a second feeling
Caroline's breath quicken. Sheila gradually lowered her lips until she felt
them touching Caroline's lips. This time when she heard a moan, she knew
that it came from within herself. Caroline's hands moved to her shoulders
holding on as Sheila tenderly kissed her.

      Sheila eased her head up letting her lips part from Caroline's
lips. Caroline let out a long breath, sounding like a contented
sigh. Sheila let her fingers caress Caroline's cheeks that felt even warmer
than before.

      "Kiss me again," Caroline whispered.

      "I'm going to darling," Sheila replied lowering her lips to
Caroline's before Caroline could respond.

      Sheila slowly opened her lips after a moment feeling Caroline doing
the same. Sheila used just her lips for a moment then she eased her tongue
passed Caroline's lips. She used the tip of her tongue to moved across
Caroline's front teeth which Caroline seemed to like. A second later, she
felt Caroline's tongue tentatively touch her tongue. Sheila kept her tongue
still letting Caroline take the lead seeing how far she wanted to go. At
first Sheila felt the tip of Caroline's tongue touch hers but it didn't
take Caroline long to use more of her tongue to press against Sheila's
tongue. Sheila then eased her tongue on into Caroline's mouth as the kiss
became more passionate. As they kissed, Caroline opened her legs further
letting Sheila press her thigh against Caroline's warm panty covered
pussy. Sheila could feel the gusset of Caroline's panties becoming
moist. That was a problem that Sheila was having herself.

      Sheila raised her head up ending the kiss allowing them both to catch
their breaths. Sheila lowered her head down again this time to kiss
Caroline's warm cheeks and then on down to Caroline's chin. Caroline raised
her head up exposing her neck to Sheila who could take a hint when
given. Sheila kissed Caroline just under Caroline's chin and just under
there going on down to the center of Caroline's throat. She felt the
vibration of Caroline's moan against her lips. Sheila kissed throat going
to the right until she got to Caroline's earlobe that she just had to
nibble upon making Caroline giggle. Sheila kissed her way back around
Caroline's neck to the left ear where she paused for a moment before she
nibbled on this ear lobe getting another giggle from Caroline who seemed to
enjoy this.

      Sheila moved her lips back up to Caroline's lips where Caroline
opened her lips. Sheila's tongue was met this time by Caroline's tongue as
the kiss quickly became very passionate and heated. Caroline was now moving
her legs getting more friction against her damp panties just as Sheila felt
the same friction against her now wet panties.

      Sheila wasn't sure just how far Caroline was willing to go but from
the way that Caroline was acting and the way that her body was responding,
she felt safe that she knew where Caroline wanted to be taken.

      Sheila pressed her lips down harder, moving her hands down to
Caroline's shoulders. She let the kiss linger for a while longer before she
eased her head up getting a groan from Caroline. Sheila let her body slip
downward, giving kisses to Caroline's chin and neck and then her upper
chest. She moved her hands to Caroline's breasts gasping their fullness as
she gave light kisses to the skin between them.

      "Oh myyyy..." Caroline moaned making Sheila smile.

      Sheila cupped her hands under Caroline's breasts just before she
moved her mouth over Caroline's right breast. She lowered her lips giving a
light kiss to Caroline's very pale colored areola at least that is how she
imagined them to be with Caroline's pale skin. She could feel Caroline's
nipple hardening as her lips pressed against it.

      "Ohhh myyyy..." Caroline moaned louder.

      Sheila gave another kiss to Caroline's right nipple before she sucked
the nipple into her mouth.

      "Ohhh... ohhhh... ohhh......" Caroline kept moaning and Sheila loved
the way Caroline was moaning and pressing against her.

      She then began to suck more of Caroline's breast into her mouth. She
pulled off of the breast letting it pop from her mouth with a loud wet
sounding noise.  Sheila gave a kiss to the hard nipple thinking for a
second about giving it a little nibble but deciding to save that for
another time. She gave a kiss to the left nipple feeling how hard it was
against her lips. She gave the nipple another kiss before sucking it into
her mouth, sucking hard as more of Caroline's breast entered her mouth. She
pulled off the breast again making a wet popping noise that got a groan
from Caroline.

      Sheila slipped back up to give Caroline a light soft kiss. Sheila
wasn't sure just how far Caroline wanted to take this and she knew of only
one sure way to find out.

      "Do you want to go any further tonight?" Sheila asked using a soft
tone to her voice hoping that her own desires didn't show in her voice.

      The light from the alarm clock gave her just enough light for Sheila
to see Caroline biting her lower lip indicating her nervousness but then
Caroline nodded her head indicating that she did. Sheila looked into
Caroline's eyes to make sure that they were saying the same thing and they
were wide and clear showing how much she wanted to see this out to the
end. Sheila wasn't surprised as she had learned from knowing Caroline this
long that she wouldn't have come into her bedroom wearing only a pair of
panties and a robe that she quickly discarded if she didn't want it to lead
to something. She might be shy and maybe inexperienced as to how the rest
of the world worked, but she was a very smart woman who knew what she
wanted. It was only tonight, actually this moment that Sheila realized that
what Caroline wanted was her. Sheila could no longer deny that she wanted
Caroline just as much.

      Sheila gave Caroline a smile before dropping her head down to give a
kiss to this special woman who was lying in her bed, well sort of her
bed. Sheila kissed her lightly and very briefly only to do it again and
again until she felt Caroline's hand on the back of her head. This time
when Sheila kissed her, her lips stayed there letting the kiss linger for a
moment before opening her lips so that she could slip her tongue past
Caroline's lips. She felt Caroline's tongue tip immediately touch her
tongue. Sheila used the tip of her tongue to circle Caroline's tongue
drawing a moan from Caroline.

      When she felt Caroline's body begin to squirm, Sheila slowly withdrew
her tongue and let her lips part from Caroline's lips. She kissed
Caroline's chin and then her upper chest as she eased her body down
Caroline's body. She kissed each of Caroline's nipples getting Caroline to
moan. She felt Caroline's hand grasp her arms as she kissed Caroline's
belly.

      Sheila slipped on down Caroline's body feeling Caroline bring her
knees up and opening her legs out wide for her. Sheila gave a kiss to the
top of those pretty white cotton panties. She could smell Caroline's
arousal and her next kiss she placed onto the gusset of Caroline's panties
told her just how aroused Caroline was from how damp they were. She heard a
groan come from Caroline's lips when she kissed that damp place again.

      She moved her hands to Caroline's hips grasping the top of those
panties.  As she began to pull, she felt Caroline raising her ass off the
bed to help her.  Sheila slipped back and on up onto her knees so that she
could slip Caroline's panties up Caroline's thighs as she had closed her
legs, on past her knees and down to her ankles. She slipped them off
dropping them to her side as Caroline opened her legs back up. Sheila
reached forward with her right hand placing her fingers just above
Caroline's pussy. She was a bit surprised not to feel any hair and more
surprised when her fingers got to the top cleft of Caroline's pussy to
still not feel any hair. It was as smooth and soft as the rest of Caroline
soft pale skin.

      Sheila let her fingertips skim across Caroline's pussy feeling how
aroused Caroline's outer labia were and how they completely covered her
inner labia. Sheila used her middle finger to slide down Caroline's slit
feeling the moisture flowing from there. When her fingertips got to the
bottom, she moved them back up teasing Caroline, making her squirm and
moan.

      Sheila knew that now wasn't the time to tease Caroline too much so
she dropped onto her belly with her head right over Caroline's pussy
inhaling her rich aroma. She put her tongue at the bottom of Caroline's
slit tasting her sweet juices for the first time. She immediately knew that
she would never be able to resist tasting her again and again. Using the
flat of her tongue, she slowly moved upwards hearing Caroline moan from the
pleasure she was giving to her.

      "Oh my!" Caroline cried out as Sheila let her tongue go across
Caroline's clit that was trying it's best to peek from between Caroline's
swollen lips. Sheila curled her arms around the outside of Caroline's
thighs, reaching over so that she could use her fingertips to separate
Caroline's lips exposing the delicate flesh within. Sheila buried her
tongue inside of Caroline, licking out those wonderful juices that were
practically flowing from her.

      Sheila licked and sucked on Caroline's opening getting Caroline to
squirm around on the bed and out of the corner of her eye, she saw Caroline
trying to grasp the sheet beneath them. While she wanted to spend all night
licking and teasing Caroline, she felt like maybe this first time, it would
be better to give Caroline the release that she so needed. She moved her
tongue up to Caroline's clit, licking against it and drawing a long drawn
out moan from her. Sheila formed her lips over Caroline's clit sucking it
into her mouth while using the tip of her tongue to tease the hard little
bud.

      Sheila moved her fingers away from Caroline's pussy and she reached
out finding Caroline's hands. She entwined her fingers with Caroline's
fingers holding tightly onto her hands as she sucked a little harder as she
used her tongue tip to bring Caroline to a very hard and intense orgasm. As
Caroline came, Sheila thought that Caroline was going to break off her
fingers but the pain was worth it as it meant that Caroline was indeed
having an orgasm to remember. Sheila sucked and licked for a moment more
before releasing Caroline clit, she moved her lips down to Caroline's pussy
wanting to capture the girlcum now flowing from that pretty little pussy.

      Sheila kept licking and sucking the girlcum from Caroline's pussy
until she felt Caroline's grip on her fingers lessen. She gave a kiss to
Caroline's clit getting a moan and moment of tenseness from Caroline as
another small wave of pleasure coursed through her. She then slid up in the
bed laying to the right side of Caroline.

      She could see the sweat beaded on Caroline's forehead in the dim
light of the clock. She wiped it away as she moved a few stray strands of
hair from Caroline's face. She used the fingers of her right hand to caress
Caroline's face as she began to recover from her orgasm.

      Soon Caroline's eyelids began to flutter and then they opened. She
looked confused for a moment but then when her head turned so that she
could see Sheila, a shy smile form from her lips.

      "Are you okay?" Sheila asked and she was asking more than just about
Caroline's current health.

      "I think I just died and was reborn," Caroline said poetically.

      "You were," Sheila replied before leaning in to give a light soft
kiss to Caroline's lips.

      Sheila's lips had just parted from Caroline's lips when Sheila felt
Caroline's left hand at the back of her neck, pulling her back down for
another kiss.  Sheila wanted to let Caroline decide how the kiss would be
and for how long, but to make that easier on Caroline, Sheila slid her
hands under Caroline's shoulders and then she began to roll them to
Caroline's right. Caroline groaned giving Sheila a questioning look. Sheila
gave Caroline a little smile as she gave her a light kiss.  Sheila kept
them rolling until Sheila was more or less on top of her and Sheila saw
that Caroline now understood what she was doing.

      "Oh," Caroline said now grinning down at her.

      "Yea, oh," Sheila said and then to get Caroline back to doing what
Caroline wanted to do and Sheila wanted her to do, she said, "I believe
that you were going to kiss me."

      "I was," Caroline said with a serious expression on her face that
changed to a bit of a confused one that Sheila could see in the dim light.

      Sheila moved her hands inward to the center of Caroline's back,
holding her tightly, "Do what you feel you want to do and it'll be the
right thing to do." Then she put her right hand to the back of Caroline's
head giving her a little hint that she hoped Caroline would take.

      Caroline seemed to relax in her arms and the serious look of
concentration that was on her face turned to a shy smile. Then that shy
smile turned into a bit of a mischievous smile that made Sheila have to
smile with her. Caroline began to slowly lower her head, Sheila closed her
eyes waiting for that kiss but just as she felt Caroline's breath on her
lips, her hand felt Caroline's neck muscles tense ever so slightly. Sheila
was about to press against Caroline's neck when she thought better of it.
She needed to let Caroline decide what she wanted to do and she would be
happy with that decision.

      That decision came only a brief moment later when she felt Caroline's
lips tentatively touch hers. She felt a sense of relief flow over her as
this was what she really wanted; she wanted Caroline to want to kiss her
and go further as she felt she would.

      Caroline parted her lips and this time, it was Sheila who let her
tongue move up to meet Caroline's tongue. Sheila moved her hand from the
back of Caroline's neck to her back, caressing it as Caroline kissed
her. Caroline let the kiss linger before ending it so that she could catch
her breath. Sheila began to feel Caroline kissing her cheeks and neck and
she felt her body responding to these kisses as her pussy began to itch
again as it did while she made love to Caroline. Sheila hands found their
way down to Caroline's ass. She let her fingertips lightly caress those
wonderful cheeks and she got a moan from Caroline that seemed to spur her
to go past just kissing.

      Caroline gave her one last brief kiss before she eased her body
downward.  When she felt Caroline cup her breasts there wasn't any
tentativeness in her actions, nor were there when Sheila felt Caroline's
lips kissing her left nipple and that kiss turned into sucking making
Sheila begin to moan. Sheila loved having her breasts caressed and sucked
upon which Caroline was doing so wonderfully.

      "Oh Caroline, just like that, I love feeling your hands and lips upon
my breasts," Sheila moaned.

      That seemed to be what Caroline needed to hear as she began to suck
harder and her fingers began to move across her right nipple making it even
harder than it was. A few moments later, Caroline switched breasts, sucking
and kissing the right one as her fingers teased her left nipple that was
wet with Caroline's saliva. Sheila felt her pussy getting so wet and she so
needed to have Caroline's attention there even though she was so enjoying
what Caroline was doing to her breasts.

      Sheila grasped Caroline's asscheeks in her hands feeling their
softness and they were making her even hotter. "Please Caroline, I'm so
hot..." Sheila moaned loudly.

      Caroline didn't seem to get what she was saying as she kept kissing
and sucking on her breasts, but then Sheila felt Caroline give a little
bite to her right nipple surprising her a bit but pleasantly so. Then
Sheila felt Caroline sliding down her body once again. She saw Caroline
getting up on her knees and then felt her hands on her hips. Sheila raised
her hips up allowing Caroline to pull her panties off her hips and up her
thighs. Sheila put her feet up so that Caroline could pull her panties
off. She then put her feet down to Caroline's hips and she opened her knees
back up.

      She watched as Caroline slid back lying down between her legs with
her head right over her pussy. Sheila thought that Caroline might hesitate
again but she didn't, Sheila felt Caroline's breath on her pussy and a
split second later she felt Caroline's tongue on her pussy.

      "Yes baby, just like that, lick me," Sheila moaned as she was now the
one gripping her sheets.

      Caroline's tongue was moving all around her pussy and it felt so
fucking great. Sheila could tell that this was the first time for Caroline
and that made it even more special and whatever she did felt
great. Caroline seemed content to just lick up and down her slit and
against her lips but then Sheila felt Caroline's fingers at her pussy lips
opening her up. Caroline licked in deep and she felt Caroline sucking the
juices right out of her. Sheila let out a long moan and an even louder one
when Caroline's tongue started to lick against her overly sensitive clit.
When she felt Caroline's lips cover her clit and she began to suck just as
the tip of her tongue caressed it much like she had done to her, Sheila
felt her clit explode as an intense orgasm rushed forth from there to the
rest of her body.

      When she began to recover, Sheila felt Caroline licking tenderly
against her pussy, getting the girlcum flowing from her. Sheila reached
down pulling Caroline up to her. When Caroline was lying on top of her,
Caroline saw the shy smile on Caroline's face and when she put her fingers
to her cheeks, she felt the warmth there. Sheila brought Caroline's head
down so that she could give her a soft light kiss.

      Caroline returned the kiss and then she kissed her again, this time
letting the light kiss linger for a long moment. She still had that shy
smile on her lips after the kisses but then she rolled over and sat
up. Sheila thought for a second that Caroline was going to get up but she
was just reaching down to pull the sheet and bed covers up over them. As
Caroline lay back, Sheila put her left arm out allowing Caroline to lie
beside of her with her head on her shoulder. Sheila moved her left hand to
Caroline's side and she began to let her finger idly caress Caroline's
upper arm.

      They lay there in a peaceful silence content to just be next to each
other.  But Sheila began to have questions go through her head, well mainly
one question that she felt like she needed to have an answer to, if nothing
else to erase a fear that she felt in her heart.

      "When did you become a lesbian?" Sheila asked.

      "What?" Caroline answered as she turned to her side facing her. "I
didn't become one; I was born that way, you ought to know that."

      Sheila realized what she had asked or rather the way she had asked it
a she had to smile. "No I meant when did you know you were gay?"

      "Oh," Caroline said as she turned back onto her back. For a long
moment that stretched longer than Sheila was comfortable with, Caroline was
silent, just looking up at the ceiling. Sheila wished that there was more
light in the room so that she could get a better view of Caroline's face
and thus maybe a glimpse into what she might be thinking. Sheila wanted to
say something but something inside her told her to be quiet and let
Caroline decide what to say and when she would say it.

      "It was during the summer when I was fourteen," Caroline said almost
silently and when she didn't say anything more, Sheila felt that she
should.

      "Did something happen?" Sheila asked fearing that maybe something bad
happened to her that made her turn against males entirely. "Did something
bad happen to you?"

      "Oh no nothing bad, it was something special," Caroline said but then
she seemed to pause for a fraction of a second, "but maybe a little bad..."

      "You don't have to tell me if you don't want to," Sheila told her but
by then she was dying to know.

      "No I want to tell you, it's just that it's something I've never told
anyone before," Caroline said and then she let out a almost mournful sigh
that Sheila start to worry about what Caroline was about to tell her.

      "It was about a year before that when I got my first menstruation
that I began to sexual feelings. This was about the only thing Nanny Kay
couldn't help me with and I wasn't about to ask her. So like any kid of our
generation, I went to the internet. There were a lot of great sites that
told me about what was going on in my body and why I was getting these
feelings. But being as inquisitive as I am, I wanted to know more and see
more." Caroline said pausing a moment there.

      "Don't tell me that you went to some porn sites..." Sheila said in a
kidding way.

      "Maybe... a few..." Caroline said in a whisper.

      Even though Sheila couldn't see Caroline's face clearly, she knew
that she had to be blushing from head to toe. Sheila turned enough so that
she could give a kiss to Caroline's cheek feeling the warmth there, "Don't
worry I did too and it wasn't just a few."

      "It wasn't for me either," Caroline said giggling a little.

      "So what did you discover?" Sheila had to ask.

      "You won't tell anyone will you?" Caroline asked seriously.

      "I promise, this is our little secret," Sheila assured her.

      "I first went to the straight sites, you know cause that is the way
people are supposed to be and I assumed I was too but when I saw men
putting their things inside women's things it looked gross. Even seeing a
men's thing kind of grossed me out, I thought that they were ugly."
Caroline told her.

      Sheila wanted to tell Caroline that she could use the words cock and
pussy but decided there would be time later to get Caroline to open up her
language.  Now she knew was the time to keep quiet.

      "Then one day, I was bored with what I was seeing, I happened upon a
site that showed two women making love. At first I was grossed out about
that too as that was wrong but for some reason I couldn't seem to click off
of the video that was playing." Caroline said and Sheila could almost see a
young Caroline seeing this for the first time and being confused by it.

      "It excited you, it made you wet didn't it?" Sheila asked.

      Caroline was silent for a moment before she finally said, "Yes it
did, very much so."

      "So what did you do?" Sheila asked when Caroline didn't immediately
say anything more.

      "I didn't do what you're dirty mind is thinking," Caroline said
giggling and Sheila saw Caroline relaxing a bit as she laugh.

      "I wasn't thinking anything dirty," Sheila protested innocently.

      "Yes you were, I know it," Caroline said laughing again.

      "Anyway I began to look up things about lesbians and being gay. I
kept looking around until I found some great sites that made sense to
me. It was like they were talking to me and I guess in a way they were. It
made me feel better about what I was feeling when I went back to those
lesbian sites. I guess that was when I knew I was gay but I wasn't
completely sure until the next summer."  Caroline told her.

      "You met someone?" Sheila asked already knowing the answer to that
question.

      "Yea I did..." She said pausing again before continuing, "A student
studying to be a chef at a culinary school nearby.  She needed a part time
job to help pay for her classes. Our cook had just retired so my dad hired
her to cook for the summer. I think he hired her mainly for her looks and
not her ability to cook though she was a great chef."

      "Was she pretty?" Sheila had to ask almost feeling a little jealous
of this girl in Caroline's past.

      "Oh my yes, she had long brown hair with pretty brown eyes. And she
had a body to die for. She would make anyone's head turn when she walked
down the street. I know my father made a try for her but she would always
brush off his advances. Anyway the rest of the household staff thought that
she was snobbish because she didn't like them to be in her kitchen.  So
they put me up to getting to know her and to tell her that she wasn't any
better than they were. I didn't mind as I had already developed a school
girl crush on her." Caroline said pausing again and Sheila could see a soft
smile on Caroline's lips.

      "At first I could see that she didn't like me hanging around though I
was the only one she couldn't chase out of her kitchen. After a week or so
when she realized that she was stuck with me, she began to talk. I quickly
realized that she wasn't being snobbish but rather dedicated to her
work. Once she had the kitchen arraigned the way she wanted it, she didn't
want anyone moving things around. It wasn't long until we became real
friends talking about everything. She was someone that I could really talk
to and one could confess my one real secret to. I was afraid that she would
reject me but she didn't, instead she made me feel that it was okay to be
gay. She told me that she too was gay and that one day I would meet someone
who felt just like I did. Our friendship continued to grow and we got
closer. We would go to the movies and out for dinner when my parents were
away and she only had me to cook for. Then came the night I had dreamed
about, everyone was gone and we were sitting watching a movie together in
my room. But the movie was soon forgotten when she looked at me and I knew
she felt the same thing I did. She leaned in and kissed me and I just about
fainted from my heart beating so hard. That kiss led to another kiss and
then another. Soon she was laying on me on the couch in my room we where
kissing and holding onto each other.  Just when I knew that we were going
to make love, she stopped and she had this weird look on her face, almost a
scared look. She got up off of me, telling me that she had to leave. I
asked her what I had done wrong and she had tears in her eyes as she came
back, giving me a soft kiss. She told me one day I would understand and
hopefully forgive her. The next day, she was gone, she left the school and
she left me." Caroline said and Sheila saw the tears running down
Caroline's cheeks.

      Sheila had tears running down her own cheeks as she heard Caroline's
story and she knew she had to make it right, "You know she didn't leave
because she didn't love you or want to be with you don't you?" She asked as
she turned to her side and making Caroline turn and face her.

      "Yea, I was too young for her," Caroline said.

      "No you were just too young period," Sheila said softly. "But she
gave you something much more important than making love to you," Sheila
told her.

      "What's that?" Caroline asked.

      "The knowledge that being gay was okay and also the knowledge that
someone could love you," Sheila said softly.

      "Yes she did," Caroline said finally smiling.

      "You know one day I need to thank her as she gave me something too,"
Sheila said.

      "What's that?" Caroline asked with a confused expression.

      "I got to be the first woman to make love to you, make love to the
beautiful young woman you've become." Sheila said giving Caroline a kiss.

      Caroline seemed to study her for a moment after the kiss and then a
bright smile came to her face, "I'm glad that it was you." Then she
snuggled in close to her and Sheila wrapped Caroline in her arms holding
her tightly.

      "What about you?" Caroline asked after a minute or so.

      "Mmmm well I sort of figured out I was gay about the same time as
you, though mom did all the cooking so I didn't have anyone to crush on,"
Sheila said teasing Caroline a little.

      "Sheila!" Caroline said pulling back from her to give her a mean
stare.

      "Sorry I couldn't resist," Sheila had to say.

      "Try harder," Caroline told her seriously before snuggling back into
her arms.

      "There were a couple of girls in high school I crushed on a little
but they were straight so I never did anything. It wasn't until I got here
that I felt a bit freer to explore my sexuality. Even then it took me half
the year before I found someone that I felt comfortable to be with." Sheila
said before adding, "I'm sorry but my story isn't as romantic as yours."

      "Mine wasn't romantic, all we did was kiss," Caroline told her.

      "But it was romantic; I mean to fall for a pretty girl and then she
fall for you, that's romantic." Sheila said.

      "But she left me before..." Caroline whined a little.

      "No it was almost like Romeo and Juliet except you both lived to love
again, you had a tragic ending because of your age difference is all,"
Sheila told her.

      "I never thought of it that way," Caroline said pulling back again
giving Sheila a soft smile. "So did you have any real girlfriends?"

      "You mean anyone I fell in love with?" Sheila asked.

      "Yea?" Caroline replied.

      "No not really, a couple of girls I loved in my own way but no one
that I've really fallen for yet," Sheila said and she saw the hopeful look
on Caroline's face.

      Sheila wasn't sure what to say as she wasn't sure just how far she
had fallen or would allow herself to fall. So she changed the subject, "You
know I'm getting kind of hungry, too bad it's too late to order out."

      "Who said we had to order out, I got a perfectly good kitchen and
things that I can fix," Caroline said with a grin.

      "You can cook?" Sheila asked with a look of shocked surprise on her
face.

      "Yes I can cook, but since you obviously don't think I can, I might
just make you watch me eat!" Caroline said seriously.

      "You wouldn't!" Sheila said again with a shocked look.

      "Oh I would!" Caroline said dramatically before they both burst out
laughing at their silliness.

      When their laughing died, Sheila gave Caroline a light kiss before
pulling in for a hug that Caroline seemed to like as she pressed in against
her. Caroline let the hug go but for a moment before pulling back.

      "Now close your eyes," Caroline asked of her.

      "Why?" Sheila asked knowing why her shy friend wanted her to close
her eyes.

      "Cause I got to get out of bed and get dressed before I can find us
something to eat." Caroline said.

      Sheila started to argue that they had just made love so she didn't
need to be modest but after a second she just said, "Okay." So she closed
them and then she put her hands over her eyes like a kid would do. But she
wasn't sure if she was strong enough not to sneak a peek.

      "Keep them closed," Caroline admonished her as she sat up and started
to get up from the bed.

      Sheila quickly sat up putting her hands back over her eyes before
Caroline could turn around. She had purposely let the covers fall to her
waist just to see if Caroline would notice.

      "Now keep them closed!" Caroline told her.

      "I am," Sheila replied peeking between her fingers and seeing that
Caroline did stare for a second before turning away.

      "They better be!" Caroline said wagging her finger at her.

      Sheila suspected that Caroline knew that she was peeking but was glad
that Caroline didn't really make her promise. Sheila watched as Caroline
walked over to her dresser, she didn't have a great view with just the dim
light of the alarm clock but she did see Caroline's form and the flair of
her hips. And when Caroline bent over to open a drawer, she did get a nice
view of that wonderful ass. She stayed bent over but for a moment before
she finally straightened back up.

      "Here's a sleep shirt to wear if you like," Caroline said tossing one
of the two she was holding toward her.

      Sheila made the mistake of reaching out and catching it, not
realizing her mistake until it was in her hand and Caroline had slipped
into her bathroom. Sheila cursed herself but then maybe Caroline didn't
mind that she was peeking, at least she hoped that was the case. She got on
out of the bed, searching around for a moment to find her panties and then
slipping out of the bedroom going on into the guest bathroom.

      When she got to the bathroom, she turned on the light. She had to
blink a couple of time before her eyes got used to the light but then she
looked at herself in the mirror and she saw something that she hadn't seen
in a while, a face that looked happy with a small portion of... well the
best she could determine a face that felt wanted, needed and loved. It was
the last one that she was worried about but she couldn't turn back now
without hurting the one person that made her feel this way. That wasn't
something that she could do. It wasn't the first time that she had painted
herself into a corner that she couldn't get out of and she knew it wouldn't
be the last. She got a washcloth down from the cabinet, soaped it up to
give herself a whore bath. A shower would have been better but this would
do for the moment and did make her feel a little fresher. She dried off
before putting her panties on and the sleep shirt that Caroline had given
her.

      "What you making?" Sheila asked as she entered the little kitchenette
to see Caroline busy at the stove.

      "I don't know but it tastes great," Caroline said without turning
around.

      "If you don't know what you're making then how do you know it taste
great?"  Sheila just had to ask.

      Caroline did turn around this time but only to give her a frown
before turning back around. "I meant I don't know what the name of it is
but Terri taught me how to make it."

      "Is that her name?" Sheila asked.

      "Yea..." Caroline said and then she seemed to pause for a moment
before turning around, "I didn't tell you her name before did I."

      "No you left that out and I wasn't going to ask," Sheila said to her.

      "I had never told anyone about her until you, I don't know why I
didn't mention it before." Caroline said with a bit of a worried look.

      Sheila came over to her, taking her into her arms, "Maybe because she
was your secret that you wanted to keep just for yourself, but once you
told me about her, then keeping Terrie's name a secret wasn't as important
anymore," she said before giving her a light kiss.

      Caroline seemed to think this over for a moment before that shy smile
came to her lips, "Maybe..."

      Sheila gave her a squeeze before pulling back, "so what's in this
your making?"

      "Oh fiddlesticks! You made me forget what I was doing. Get over there
and sit down and let me concentrate," Caroline ordered her.

      "Yes ma'am," Sheila said with a laugh that earned her another frown
followed up with a smile.

      "And you'll see what I'm making soon enough," Caroline told her as
she turned back around to finish cooking.

      "So do you think you'll have any photos that you can use?" Caroline
asked as she cooked whatever it was that she was cooking.

      "Oh I think we'll have a bunch of great photos we can choose from,"
Sheila said using "we" to convey that this was a joint project.

      "You think so?" Caroline asked turning around.

      "I know so," Sheila said getting Caroline to smile brightly.

      "I think so too, I can't wait to see them," Caroline said with her
excitement showing in her voice.

      Caroline then began to talk about which outfits she thought that she
looked the best in and which poses were her best. Sheila let Caroline talk
just adding her opinion when she felt Caroline wanted it. And Caroline was
right, what Terri had taught her to make was very delicious. She tried to
press Caroline what all was in it and what seasonings' that she had
used. However Caroline wasn't about to tell her but she did seem to enjoy
Sheila asking her about them and the guessing game that she played with
her. Sheila insisted on helping Caroline clean up despite Caroline
protesting that she didn't have to. They took much longer to clean up but
then a game of splashing the dish water on each other and having to mop the
water on the floor up did slow that down a great deal.

      When they got back to Caroline's bedroom, Sheila saw the look in
Caroline's eyes and she loved seeing the desire that was there. Sheila
pulled Caroline to her and then she placed her left hand on the small of
Caroline's back with her right hand going to the back of her head. She put
light pressure to both places feeling Caroline's come in against her and
she saw Caroline closing her eyes and tilting her head as she leaned in to
kiss her. Sheila lips touched Caroline's with a feathery touch that made
Caroline moan into the kiss. The second kiss Sheila pressed in a bit more
firmly, opening her lips and sensually slipping her tongue past Caroline's
lips. Sheila felt Caroline's nipples hardening and pressing in against her
breasts.  She also felt her own nipples hardening and her pussy getting
moist. Her desire for this precious young woman was proving too much to
overcome.

      She slipped her hands down to Caroline's hips, feeling the swell
there. She let her hands rest there for a moment as the passionate kiss
that they were sharing slowly ended. Sheila gave her another light feathery
kiss before she looked deep into Caroline's eyes as she began to pull her
sleep shirt up. Sheila got Caroline's sleep shirt up over her panties
before she felt Caroline's hands on her hands stopping her.

      "Let me turn off the bathroom light," Caroline said as she started to
slip away.

      "Leave it on..." Sheila whispered to her as she used light pressure
to pull Caroline back in close.

      "I don't want you to see me naked..." Caroline whispered back.

      "Why?" Sheila asked knowing the answer but needing for Caroline to
tell her what her real fear was.

      "I'm afraid..." Caroline whispered so softly that Sheila could barely
hear her.

      "Afraid of what?" Sheila asked pressing Caroline who was obviously
struggling to say what she was feeling.

      "That you won't like what you see..." Caroline said biting her lower
lip.

      Sheila put her hands to Caroline's face, brushing her hair away from
her eyes, "Darling I already think that you're beautiful, and I assure you
that won't change, can never change."

      Caroline looked deeply into her eyes and Sheila stared back not
wanting to be the one to break off first and she wasn't but that made
Caroline did look away.  She looked downward and Sheila feared that
Caroline just wasn't ready and she had pushed too far too fast. Caroline
stood there for a moment and then she let out a sigh and Sheila just knew
that she had fucked up.

      Sheila didn't know just what Caroline would do at this point but she
did see Caroline hands move up to grasp her hands. Caroline gave a kiss to
her fingers on each hand before moving both of their hands
downward. Caroline placed their hands to her hips and then she let
go. Caroline looked up and Sheila felt Caroline's stare and then she saw a
shy smile.

      "You sure?" Sheila asked.

      "Yes I want you to see me... all of me..." Caroline said quietly and
Sheila could see her that rosy hue come to her cheeks.

      Sheila didn't immediately begin to undress Caroline, instead she let
go of Caroline's sleep shirt, putting her hands up to Caroline's face
bringing it in for a long lingering kiss that allowed Caroline to relax as
Sheila had intended. Sheila let the kiss linger on until she felt Caroline
mold her body against her.

      Sheila eased away from Caroline giving her another kiss as her hands
went down to Caroline's waist. She grasped Caroline's sleep shirt into her
hands slowly pulling it up. She ended the soft kiss when she had Caroline's
sleep shirt around her breasts. Sheila paused for a second as Caroline
smiled shyly while raising her arms. Again Sheila kissed her lightly before
she pulled Caroline's sheep shirt up over Caroline's breasts. Sheila made
sure to keep eye contact with Caroline's eyes not looking down as much as
she desired to do so. Sheila pulled the sleep shirt up off of Caroline's
head and off her arms dropping the garment to the floor.

      Caroline smiled when she saw that Sheila was still looking into her
eyes and not southward. Sheila gave her another light kiss that she allowed
to linger. While she kissed her, Sheila brought her hands from Caroline's
face down to her breasts.  She heard Caroline gasp with the kiss and tense
but for only a second. Only when Caroline relaxed and was returning the
kiss did Sheila slowly end that kiss. Again she looked only into Caroline's
eyes as she pulled back with her hands still cupping Caroline's firm
breasts.

      Sheila let her eyes look downward until they were focused on
Caroline's beautiful breasts. Caroline's areoles were almost as pale as
Caroline's skin was, so that you could barely see them and they were about
an inch and half in diameter.  In the center of these lovely areoles were
Caroline's hard nipples, which were more reddish in color and sticking up
about a quarter inch.

      Sheila looked back up into Caroline's eyes saying, "Oh Caroline, you
have such beautiful breasts." She could see in Caroline's eyes that she
believed that she truly meant that.

      Sheila gave Caroline a soft kiss to the lips before she moved her
mouth downward to give each nipple a kiss in turn. She heard Caroline let
out a moan feeling Caroline's hands on her shoulders gripping them. Sheila
brought her mouth back down on Caroline's left nipple sucking it into her
mouth causing Caroline to moan again and grip her shoulders tighter. Sheila
pulled her adoring lips from this nipple so that she could get a taste of
Caroline's right nipple that was very hard when her lips formed over
it. She suckled the nipple into her mouth getting a coo from Caroline. As
much as she wanted to make love to Caroline's lovely breasts, she knew she
had one last piece of garment to remove from Caroline's body.

      Sheila reluctantly released the nipple from her lips but then she
gave a last kiss to each before she moved her hands from those breasts,
sliding them down to Caroline's waist as she dropped down to her knees. She
saw that there was a rather large damp area at the gusset of Caroline's
white cotton panties. She gave a kiss to that damn place tasting Caroline's
sweet juices. She folded her fingers under the waist of Caroline's panties
and she began to pull them down. She saw Caroline tense her stomach muscles
so she stopped. She next felt Caroline hands grasping her hands. Sheila
looked up into Caroline's eyes afraid that she would see fear but that
wasn't what she saw. Caroline's cheeks were rosy red and she had this shy
smile. Sheila saw that while part of Caroline's rosy cheeks came from being
shy but most of it came from the desire she was seeing in Caroline's eyes.

      Caroline closed her eyes and then Sheila felt Caroline's hands
pushing her hands downward. Sheila leaned in to give Caroline a kiss to her
belly just above her panties. Sheila began to pull Caroline's panties on
down with Caroline letting go of her hands placing them on the sides of
Sheila's head. Sheila focused her eyes back on Caroline's lower abdomen as
she lowered Caroline's panties. When the edge of Caroline's panties went
below the top cleft of Caroline's pussy, Sheila gave a light kiss
there. She moved the panties on down noticing that they stuck for a moment
against Caroline's smooth pussy.

      She pretty much knew what Caroline's pussy would look like from when
she had made love to her a few short hours ago, but still the sight of
those swollen lips with the moisture coating them. The outer lips were
still covering Caroline's inner lips though they were hard pressed doing so
with how Caroline was so obviously aroused. She could just make out the wet
pink flesh hiding within those outer lips.  Sheila gave a light kiss to
those lips as she pushed Caroline's panties on down those firm legs to her
ankles. She helped Caroline step out of them and she was a bit surprised to
see Caroline widen her stance thus letting her lips to part ever so
slightly. She could see the moisture forming on the pink flesh contained
within those lips.

      Sheila brought her hands up to Caroline's ass, cupping a cheek in
each hand.  She pulled Caroline toward her until Caroline's pussy was at
her lips. She took a long lick up Caroline's slit making her groan with
pleasure. She gripped Caroline's asscheeks tighter holding her up as she
pushed her tongue between those lips licking up those juices that Caroline
was producing in abundance. Caroline let out a loud moan when Sheila moved
her tongue to Caroline clit that was now peeking out from those lips. She
sucked it into her mouth hearing Caroline moan and she felt Caroline's
hands pushing her face into her pussy. Sheila sucked for all she was worth
with her tongue working over that sensitive clit.

      "Oh goddddd...." Caroline cried out and Sheila felt Caroline body
shutter from the orgasm that was coursing through her body.

      As much as Sheila wanted to lick up the girl cum that Caroline
leaking from Caroline's pussy, she was too busy trying to keep Caroline
upright and not falling to the floor. Sheila carefully stood up while
holding Caroline to her. She gave a kiss to Caroline's sweaty cheeks and
lips as the orgasm coursed through her body. Just as Caroline's eyes began
to flutter open as she was starting to get her legs back under her, she
guided Caroline to the bed, assisting her to lay back on it.

      Caroline start to reach out for her however Sheila slipped away from
her grasp thus causing Caroline to frown up at her. Sheila wanted to show
Caroline that there wasn't anything to be embarrassed about undressing in
front of someone you care about. She tried to show that she was confident
in her looks however as she reached down to the bottom of her sleep shirt
she began to feel a few butterflies in the pit of her stomach. She knew
that she would love Caroline's body before she saw it however she wasn't so
sure that Caroline would like her body. She felt herself biting her lower
lip now knowing how Caroline felt just moments before. She forced herself
to smile thus stopping herself from biting her lower lip. She then pulled
her sleep shirt up and off much more quickly than she had originally
intended.

      When she looked back down at Caroline as she dropped her sleep shirt
to the floor, she saw that she didn't have anything to worry
about. Caroline's eyes were glue to her breasts and her tongue was wetting
her lips all so sensually.  Sheila knew that Caroline didn't even realize
that she was doing that or just how erotic a scene it made. Now all Sheila
wanted to do was to get her damn panties off and get in bed with that
erotic woman who had no idea just how alluring she looked. Sheila put her
hands to her panties, quickly pushing them off her hips and down her
thighs. She let them drop to her ankles seeing how Caroline's eyes seen to
naturally drift down to her pussy that was soaking wet by this time.

      Sheila climbed onto the bed noticing that Caroline was bringing her
knees up and spreading them open. Sheila had planned on laying on top of
Caroline for some kissing but when she saw Caroline opening her flower for
her, that plan went right out the window. She came to the foot of the bed,
lying down between Caroline's legs. She could see just how swollen
Caroline's outer lips were and the juices that were beginning to leak from
her pussy.

      The first two times that she had made Caroline cum, she had done so
quicker than she had wanted as she sensed that was what Caroline needed at
that time but this time she was going to make it last. She wanted Caroline
to the point of almost begging to cum before she brought her off. She first
blew lightly against Caroline pussy getting a moan from her. While she did
that, she slipped her arms under Caroline's thighs, putting her hands on
her lower stomach. She began to lightly tease the soft skin just above
Caroline's pussy with her fingertips.

      Once she had Caroline squirming a little, she put the tip of her
tongue to the bottom of Caroline's pussy, slowly bringing it up to her clit
where she teased it lightly. She brought her tongue back to the bottom,
this time letting the tip of her tongue slide up the right lip and down the
left one. She went back up her slit stopping only to tease Caroline's clit
a wee bit longer this time. She went back to the bottom of Caroline's pussy
pushing the tip of her tongue in further and she slid it upwards tasting
Caroline's pussy juice.

      "Oh My!" Caroline cried pushing her ass up off the bed but Sheila
moved her head upward too.

      Sheila removed her tongue pausing just long enough for Caroline to
settle down before she placed her tongue back at the bottom however this
time she began to lick in deep between Caroline's lips. That got a long
moan from Caroline as she spread her legs out wider. Sheila took a slow
lick upwards stopping at Caroline's clit again to tease it with a few
harder licks. She licked back down until she got to the entrance where
there were lots of juices to be sucked up and that is what she did by
placing her mouth in against the entrance, sucking as she licked in deep.

      She had to use her hands to hold Caroline's ass to the bed so that
she could lick in deep. She kept on licking and sucking until she felt like
Caroline was going to kick them both off the bed with her body twisting
around as she moaned loudly.  Sheila moved her lips up to Caroline's clit
attacking it just as vigorously. Soon Caroline was letting out a long loud
moan that Sheila was sure that anyone in the adjourning suites was sure to
hear. Caroline's body went rigid for a moment before her body completely
relaxed.

      Sheila gave Caroline's clit a last lick getting a groan from her
before going down to where all of Caroline's sweet tasty girlcum was
leaking from. She licked those juices up like a kitten licking up cream and
enjoying it just as much. When she saw Caroline begin to come back to life,
Sheila moved up beside of her, pulling Caroline onto her side and into her
arms just as Caroline's eyelids began to flutter open.

      "Oh god, I've never felt anything like that," Caroline whispered.

      "Baby I'm just getting started with you," Sheila said with a big grin
that made Caroline's red cheeks turn a rosy red.

      "Oh my!" Caroline responded before burying her face between Sheila's
shoulder and her neck.

      Sheila gave Caroline's head a kiss as she pulled her in tighter. She
then held her close with her right hand in the center of Caroline's back
and she used the fingers of her left hand to caress Caroline's neck hearing
Caroline coo and further relax to the point that the poor girl fell asleep
on her. If that had been one of her past lovers, Sheila would have been
pissed that she had fallen asleep on her before she got her own relief
however Caroline wasn't one of her past lovers, she was much more than
that. Plus she had put poor Caroline through the ringer, first conning her
into modeling for her and then making love to her not once or twice but
three times. She deserved a little sleep so she gave her a light kiss and
then settled in against her for some sleep that she too needed.

      End of Part Four
      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