0 comments/ 93162 views/ 9 favorites Caroline By: Cre8tiveBliss I wrote this story in 1999. It was one of my first attempts at erotic literature. It is purely fictional, unlike my later stories. Sweet Caroline. I will never forget the girl as long as I live. My Caroline. Just the mention of her name brings back such vivid, sweet memories. Yes, she was cruel, harsh, wicked; as bad as she wanted to be. But for every hour she spent strapping my ass, as I bent over and accepted every stroke, there were threefold times spent loving me until I came over and over again under her soft caresses. There was no punishment she did not know. I obeyed her without question. That Caroline would hurt me beyond repair was never a concern. The welts would disappear, the stripes fade away, but never my undying love for her. One evening she invited one of her friends over, a twenty-year old extremely pretty blonde named Julie. I was quite used to Caroline's painful sessions with me, to the point that I even looked forward to them, but I could never get used her habit of once every so often inviting some stranger over to observe my humiliating punishments. It was obvious that this was going to be one of those evenings, but I was not prepared for some of the bizarre twists the events took that summer evening. In the living room, the three of us chatted amiably for the better part of an hour, small talk and drinks punctuated by laughter. I was intrigued by Caroline's guest, whom I had never before met. She wore a bright red dress that contrasted nicely with her strikingly pretty natural blonde hair that flowed to her shoulders. When the conversation went on and on, I began to wonder what my lover had in mind. Was she just plying the pretty girl with drinks so the three of us could have a mini-orgy? Julie sat across from me. From what I could see of her stockinged legs and how she filled out the bright red dress, she appeared to have quite a nice body. Her laughter was sometimes a bit nervous, especially if Caroline made one of her gross sexual comments, and she seemed a bit shy, perhaps because she was just getting to know me. Whatever Caroline wanted, I wanted it to happen soon. The drinks were slowly raising my libido. At last something did happen. "BethAnne is very special," said Caroline to the pretty blonde. "She likes to please everyone, don't you dear?" "I guess so," I replied, smiling nervously. "She's one of the prettier fashion models in the area. I want you to see the real BethAnne for yourself," she continued, looking over at the seated girl who shifted nervously in the chair, understanding what Caroline had just implied, but unprepared for the suddenness of the remark. Surely Caroline had told her why she had been invited for the evening. "Stand up, BethAnne," she ordered. My summer dress, of dainty yellow-checkered cotton, clung to my legs as I rose from the chair and stood, my heart beginning to pound beneath the thin material. She moved towards me, like fog in the night, surrounding me, enveloping me. She smelled of rich perfume, like flowers in bloom. She took my hand in hers, lightly. "Have we been good today?" she asked, almost whispering. Surely she felt my nervousness, my trembling. Could she hear my rapidly beating heart also? "Yes, ma'am," I softly replied, not knowing how to answer. Julie sat to my left, watching. Waiting. Like a cat ready to pounce. Caroline squeezed my hand more tightly, pulling me towards her. As she kissed me full, on the lips, she whispered something unintelligible into my mouth, then followed the words with her warm, wet tongue. I greedily accepted it, grinding my lips against hers. The kiss lasted several moments. I felt a tingling in my loins, so familiar to me. Surely she knew I wanted her to attend to me, anyway she desired. She broke the kiss and looked through my eyes into my mind. "Are you mine," she asked, smiling sexily. "Yes," I replied, lowering my head. "You know I am." "Julie likes you, too." she said. "I have told her about you. About your ass, your breasts, even your sweet little pussy. She would like to know you as I know you, BethAnne. Would you like to be naked for her?" I was somewhat startled by her suggestion. I didn't know how to respond. I thought for a while, wondering how I would react in front of a perfect stranger. But I knew that my punishment would be a hundred times more severe if I did not comply with her desires. "If you wish," I finally replied, my head still bowed. "And accept her strap on your nakedness?" she continued. This stranger punishing me? I detested the thought, but knew that there was only one correct answer to her question. "I....I will do whatever you want me to do, mistress." My words fell on the floor like a soft handkerchief. "The long, thin dildo, Julie, on the mantel piece, would you please take it down and sit behind BethAnne." I shuddered, noticeably. I heard the rustling of Julie's tight red dress, her footsteps of stockinged softness moving across the floor. I dared not to look at her. She returned and sat behind me. Ready to pounce once more. "Do you want some Vaseline or K-Y first? You may be a bit dry back there," said Caroline. I knew, of course, which of my body openings they had in mind for a likely repository for the dildo. I replied, "If it pleases you, mistress." My eyes stayed fastened to Caroline's black leather belt around the waist of her dark blue dress. How much I wanted the belt to be used on my ass! I longed to be whipped by her. "No, I think not," she said sternly. "The dildo is thin enough. It will not hurt. Lift your dress up, BethAnne, over your hips." I did as I was told, unhesitatingly, offering my silky-white, bikini-styled panties to Julie's view as she sat behind me. I felt Caroline's foot move next to mine, pushing it to the side, forcing me to open my legs just a little wider, almost forcing me to lose my balance. "Be still, slave," ordered Caroline, using the term "slave" for the first time that evening. Looking back at the seated Julie, she smiled. "She's got a gorgeous ass, doesn't she, Miss Julie?" "Beautiful!" she replied. "Perfect. Such delicate curves. The panties cling so nicely to the buttocks. I like her legs very much also. She is even nicer than how you described her to me." "She loves to be whipped on her backside, don't you, slave?" "Yes, ma'am," I replied, in truth. "Why don't you pull the panties down, Julie? Don't be shy. My little pet loves to show off her lovely hiney." I felt the stranger's hands at the side of my hips, her fingers digging into the tops of my delicately laced undies. She pulled them down slowly, exposing the curvature of my ass little by little, until the white rayon encircled my slightly opened thighs. "Absolutely beautiful!" she whispered from behind me. I could feel her eyes on my nakedness back there. I did not mind. I enjoyed showing off my backside. "But where are the whip marks?" "Faded," replied Caroline. "We prefer the Frenching method here. Wide straps, which hurt and redden, but seldom leave signs of abuse the next day. BethAnne has a high threshold of pain, and loves to have her ass played upon with a variety of whips." Caroline moved closer to me, pulling me into her. Her breasts squeezed into mine. I could feel her rigid nipples beneath the blue cotton of her dress. She kissed me again and moved her warm hands to the nakedness of my ass, kneading the firm globes. Her touch felt good. She spread the cheeks apart several times during the caress, purposely revealing my puckered "O" to the seated Julie who remained behind me, waiting....the dildo in her hand. I felt terribly exposed and humiliated. Here was my lover showing off my most private of areas to someone I had never met before this evening. "Shall we have her kneel on her knees when I insert the dildo?" asked Julie. "I prefer to have her impaled while she is standing up," replied Caroline, pulling my ass cheeks apart as far as she could, stretching me back there in preparation for the cold, lifeless instrument to follow. "Very well," said Julie, moving forward on her seat and placing her left hand on my ass. Caroline continued to spread my lower ass cheeks apart, providing an easy target area for the dildo. I gasped into Caroline's mouth as I felt the hardness of the instrument touch my anus. Caroline's nails dug into my skin as she exposed my 'O'. "Mmm, she's tight," said Julie, moving her hand over my lower ass. Suddenly, without warning, she gave the long, thin, plastic phallus an upward thrust. I gasped, then cried out loud as I felt the hardness of the cruel device break the plane of my sphincter. Caroline decided to make the torture even more difficult for me. "Raise up on your tip-toes!" ordered Caroline. I obeyed. The position was difficult to maintain, especially with Julie shoving the dildo up my ass. Caroline kissed me again as Julie eased the thing further into me. "Give me your tongue," she said thickly. "OH! Caroline!" I gasped into her mouth as the plastic dildo surged to the very top of my rectal canal. Julie had split my pumpkin with the long, thin tube and was beginning to work it up and down. "Do you like it?" asked Caroline. "Does my little pet like things shoved up her sweet little ass?" "It hurts!" I cried. "It's supposed to, my dear. It's what you really want, isn't it?" she chided. "Yes," I admitted. "Tell Julie how much you like what she is doing to you!" "I...I like what you are doing to me, Julie." "If it was a man's prick you'd be in ecstasy now. You like to suck them off after they've had you there, don't you?" Caroline was embarrassing me now. Julie began pistoning the dildo faster as my sphincter became accustomed to it. My legs were getting weak from maintaining a stance on my tip-toes. My calves were straining. I felt Caroline's hand move deftly beneath my raised skirt and onto my pubic mound. Her middle finger sought and quickly found my hardened clitoral nubbin, then journeyed to my vaginal entrance. "She's as wet as a lake," she said to Julie. "Just the thought of getting punished turns her on!" Julie was lightly scratching my buttocks with her fingernails as she twisted the dildo cruelly inside my ass. "Her ass was made to be beaten," she said. "And eaten!" laughed Caroline. "It's the sweetest-tasting rosehole I've ever known. But when you get her going like this, she loves to go to the punish room, don't you, my little chickadee?" She held my chin beneath her fingers. "Yes," I sobbed, head lowered. I had only met Julie moments before, and here she was shoving something inside my ass and about to go to the Punish Room and watch me being humiliated by one of Caroline's wicked pain sessions. Caroline had never let anyone observe or take part in the cruelties she inflicted on me. She knew that inviting Julie would serve to heighten my humility. "Let's take her to the punish room," suggested Caroline. "Great!" exclaimed Julie. "Shall I pull the dildo out?" "No," replied Caroline. "She loves to have something up there all the time. Yesterday I made her walk around all day just like she is now, with that thing poking out of her. And you know what? The little whore admitted that she came a dozen times. She deserves to be punished just for enjoying these little indignities a bit too much. Let's bring her to the Punish Room!" The Punish Room. I hated even its name. It was there that Caroline would take me and have her way with my body. She had a kind of power over me when we went there. But it was something I just couldn't resist. Her wildest fantasies were realized in that room where I was, most often, the helpless victim. In truth, I must admit that I, too, found untold pleasures in the Punish Room. That is the masochistic side of me. I cannot explain why I enjoyed being humiliated and tortured, any more than Caroline could explain why she enjoyed inflicting pain upon the person she loved. Yet there was always the ominous fear of the Punish Room, for I never knew what to expect there. Sometimes I would be blindfolded for hours while she tamed my body with whips and straps. No part of me was untouchable. My screams bit into the stillness of the room's stagnant air, only to fall like rose petals on the hard linoleum floor. Caroline was about to show Julie some new ways of inflicting pleasure and pain. "Come with us," ordered Caroline. I followed them from the living room and down the cellar stairs, awkwardly, my panties bunched around my thighs and the dildo sticking obscenely out of my asshole as I held my yellow cotton skirt above my waist, exposing the thick, brown curls of my pubis. Caroline unlocked the Punish Room door. I couldn't take my eyes off of the rounded curves of her firm ass, encased in a light blue cotton skirt, with a wide, black leather belt around her waist. She wore no stockings. I wondered what kind of panties she was wearing beneath. How I wanted her! Julie, in her bright red rayon skirt and white blouse, followed her into the room. Caroline invited me in with a gesture of her arm. Red-faced, I entered, skirt still raised, heart pounding, tears beginning to well in my eyes. Julie smiled at me, looking into my eyes, then purposely stared at my hairy pubis. "Her pussy is gorgeous!" exclaimed this stranger to our room. I furtively glanced at her silky, white blouse. Her breasts strained against the thin material, nipples protruding, longing for freedom. Her blond hair was cut short. She was beautiful. As I lowered my head, I noticed her legs were hose- covered, perhaps pantyhose, for I saw no sign of garter belt beneath the tight red skirt. Caroline and the stranger stood in front of me, knowing but not feeling my embarrassment. "Turn around," ordered Caroline. "Face the back wall." I turned, obediently, exposing my backside with the protruding dildo to them. They traded comments concerning my ass, my thighs, my waist, and other parts of my body. Julie mentioned that the dildo looked befitting. Caroline laughed. I was bade to turn around once more, after they were finished their verbal humiliations. "Strip!" ordered Caroline. In front of a stranger! Already exposed from the waist down. I was being ordered to be naked for them--to invite even more degrading comments about my body. My face flushed a deep crimson. I closed my eyes, then released the grip on my upraised dress. It fell in a whisper into its normal position. The dildo, still ensconced in my backside, poked obscenely out of the back of the skirt. I moved my hands to the back of the yellow summer dress and unzipped it all the way down, then unhooked my belt, freeing the confinement around my waist. I slipped the straps of the dress off my shoulders, then hesitated, my forearms across my breasts, knowing that my next movement would expose my bra-less chest. I looked into Caroline's eyes, searching, pleading. Julie stood next to her...smiling...waiting. I bit my lower lip. "Let's see what you've got up there, honey," said Caroline, somewhat huskily. "Don't be shy." I lowered my head again, not wanting to look at the two of them, then let the straps fall on their own down my arms. My breasts sprang into view. The coral nipples, encircled by dark areola, were turgid despite my nervousness. Julie, quite audibly, drew her breath between her teeth. My dress, in shambles, remained around my waist. "Gorgeous!" exclaimed the stranger in my house. "They are perfect, indeed," said Caroline. "Look at the firmness. Large, but no sag. The nipples are hard already. She's excited, the little bitch. Make them harder, BethAnne!" She had done this before, to heighten the humiliation. The ritual was always the same--rub the nubbins with the palms of my hands, or, if she desired, squeeze them between my thumb and forefinger. They always became larger, more sensitive to slightest touch. When she was in a loving mood, she would suck them for hours, sometimes making me come just like that. When she was in her sadistic mood, she would pull the nipples grossly out and away from my breasts, whip them with a small pussy whip or the flattened tip of a riding crop, or drop candle wax on them. Tonight I rubbed them with my palms, feeling them harden, then gracefully dropped my hands to my sides without having to be ordered to do so. With lowered head, I looked down at my own semi-nakedness. My nipples were turgid and thick. "O. K., honey, push the dress down your legs. Let's see those cute little curls!" Embarrassed beyond words, I obeyed, pushing the dress over my hips. It fell at my feet, silently. My panties still encircled my thighs. The two women in front of me stared at my triangular forest of light brown curls. "Do you let her trim the bush sometimes?" asked Julie. "I prefer it to remain natural," replied my lover. "I shaved her clean once, but when the curls grew back I let them grow out and stay nice and full. The bush is thicker now, after shaving her. But you can still see the crack of her cunny through the thickness of the hairs!" "I like the look of her darker-colored curls next to her white skin," said Julie. "Mine are so much lighter than hers." Caroline smiled. She knew we would both be viewing her friend's pussy before long. I also wanted to see what she looked like beneath her clothes. First, they had to take care of me. Caroline asked me to remove my panties, which I did. Completely naked now, I felt so defenseless. Without saying a word, my lover motioned her hand toward the horizontal bars. I turned and moved slowly to the bars at the side of the room, the dildo still in my ass bobbing lightly back and forth as I moved. The two women followed me. I had been this route many times; I knew I was in for a strapping of some kind. The horizontal bars were custom-made, each about four feet wide between two supporting pillars. Each was made of shiny mahogany. The top-most bar, about waist high, had a two foot wide red velvet cushion, well padded, in the very middle. Hanging down from the upper bar was a two inch brown leather strap with a buckle at the opposite side of the cushion, to be brought around the waist of anyone so unfortunate to be bent over the ominous-looking bar. The second bar, perhaps two feet lower and one foot further back, was used to hold the victim's hands in place. There were two wrist straps, each half again as thin as the waist strap above, affixed to the second bar one foot apart. Along the floor were several more straps bolted to the floor at various intervals to provide a method to secure the victim's ankles, dependent only on how far it was decided to spread the victim's legs. Caroline often utilized yet another device at the horizontal bar which she called the 'kneeling cushion'. She often bade me to kneel on the foot-high pillow, then pulled a leather strap over my calves, securing my legs to the device. This latter method she would employ if she desired to use the more painful cat-o-nine tails on me or for administering the hated punishment enema if I had been particularly bad that day. The kneeling cushion prevented movement of the lower half of my body. I faced the horizontal bar, naked...waiting. I smelled Caroline's presence behind me. Her perfume filled my nostrils. She touched me lightly on the shoulder and had me turn once more, facing her and Julie. She looked through me with her dark brown eyes. I gulped. She reached out and took my hands, leading them to the two inch black leather belt around her waist. She smiled. "Undo the buckle," she whispered. I was confused. Was she going to make me take her clothes off, which I wanted so badly to do, or was she forcing me to get the instrument to be used upon my buttocks? With trembling hands I undid the metal buckle. It loosened and I held it in my right hand, hanging downward towards the floor. Caroline "Kiss it!" she demanded. I knew then what was to be. She always made me kiss the instruments of her cruelties. A sweet kiss followed by a sharp sting! I raised the shiny buckle to my lips, then planted a kiss upon it. Yes, I wanted it badly. "What would you have me do with the belt, BethAnne?" she asked. "Beat me with it," I replied softly. It was more of our ritual. Seldom did the words change. "Where would you have me beat you with it, my dear?" she asked in a mocking tone. Julie's eyes lit up. She couldn't believe my total, complete, unyielding subservience to Caroline. "On my ass, mistress," I whispered. "I can't hear you, slave. Where?" "On my ass, mistress," I said more loudly. Caroline's eyes were on fire. "You must kneel before me and beg me to beat you before I obey your wishes, slave." I knelt, head lowered. "I desire that you beat my ass with this strap, my mistress." "I grant your wish, but first you must show your new friend Julie why I love your tongue so much. Give me the belt, BethAnne." I handed it to her. "Come here, Julie," said Caroline. Julie moved forward, smiling. She had been waiting for an opportunity to join in on the fun and games. "Her tongue is wicked," she continued. "Why don't you rest your backside on the horizontal bar so BethAnne can service you. If you can make Julie come, you slut, I may spare you some pain." Julie moved past me, to my left, a broad smile on her face, then turned her back to the horizontal bar. Her bright red skirt clung tightly to her smooth, stockinged legs. She looked down at me, her deep blue eyes glistening in the light of the room. I turned to face her, still kneeling. The dildo in my rosehole scraped the floor lightly as I knelt in front of her. Her legs were parted, invitingly, but the tightness of her skirt precluded my seeing all the way to her crotch. "Raise your skirt for her," said Caroline. It was the first order she had given the stranger. Without a word, Julie placed her hands at either side of her thighs and began inching the red cotton up her perfect legs. Little by little, the full expanse of her pantyhose-covered legs came into view, the light brown mesh giving way near the top of her thighs to darker-colored, almost black mesh. At last I saw her crotch. Through the opaque material I could see she was wearing red undies, to match her skirt. She pulled the skirt over her hips and held it. The dark mesh of her pantyhose spread across her crotch, the long, thin line of the material cutting right through the crack of her pussy. "Lower her pantyhose, BethAnne." I reached up to the blond-haired stranger's hips and, extending my hands under the raised skirt, put four fingers from each hand into the elastic at the top of the hose. In one smooth motion I pulled the pantyhose over Julie's hips, exposing the bright red full-cut panties. Her smell was musky, cunty. She had not showered since morning. I didn't think she was unclean, but I usually preferred to have oral sex with someone who had just showered. Her pubic mound was large; she obviously had a good deal of pussy hair beneath her pretty bright-red panties. I was anxious to see what it looked like underneath it all. I pulled the pantyhose the rest of the way down her white legs and slid them off her feet, one leg at a time. She had pretty legs, but she apparently did not like to tan them. As I pushed the pantyhose to the side along the floor, Julie lifted her foot and began running her toes across my left breast. Startled, I jumped back slightly. I hadn't expected her to be so bold. Caroline nudged me forward from behind and watched Julie's bare foot fondle me. "Why don't you take my panties off, baby," said Julie in a sexy, throaty voice. I didn't know what to do, so I did nothing. Waiting....I was not used to someone else giving me orders. Sensing my uneasiness, Caroline jumped into the conversation. "I want her to ease into it, first, Julie. Let her take her time. You'll enjoy it all the more. BethAnne, kiss her crotch." Obediently, I moved my head forward and sank my lips into the red silk undies. As I kissed the warmth between her legs, Julie's body shook slightly. I continued kissing the hard mound of her pubis for several moments. Her womanly smell was intoxicating. I wanted her badly. "Now pull her undies down and lick her!" ordered Caroline. Like a scared rabbit, but eager to get to the goodies, I moved my fingers quickly to the waist band of the bright red panties. In an instant I peeled them over her supple hips, revealing a thick set of curls, the softest blond muff I had ever seen. I eased the undies down her legs, pretending not to have noticed the beautiful pussy spread before me like a delicious meal, and threw them to the side atop the discarded pantyhose. With Caroline's hand pushing my head forward, I finally moved between the luscious thighs and planted a kiss upon the softness of her fur pie. She sighed and instinctively moved her legs further apart, resting her ass on the gentle cushion of the horizontal bar and using her arms on the bar for support. "Oh! That's soooo nice!" she sighed. "What a tongue! Oh, yes, BethAnne, right there. Right there!" I sucked and laved her clitoral bud. It ripened beneath my caresses. It was as big as a nipple, but tasted a thousand times better. From time to time, I delved my tongue into the deep folds of her pussy, licking around and into her vagina, eliciting loud gasps and hisses from her. Her head was thrown back; her legs shook in a spasm. I shook my head back and forth as fast as I could, my tongue darting across her full-bloomed clitoris. I went on like that for several minutes, driving her crazy. "I'm coming! I'm coming," she yelled. "Don't stop! Yes! Oh, yessssss!" She must have had multiple orgasms. Her whole body shook spasmodically. Her brow was filled with beads of sweat. When the orgasm subsided, she gently stroked my head, still ensconced between her legs. Her thighs were softness around my ears. I was still kissing her clitoral nubbin, ever so gently. "That was so beautiful, honey. You do have an educated tongue!" "Do you want her to do your backside now?" asked Caroline. "You mean my asshole?" "Yes, silly. She loves to do it back there," replied my lover, as my face flushed crimson at the thought of what I might soon be expected to do. "No, not right now. I need to relax a little. I'd like to watch you tenderize her buttocks a bit first," said Julie. I was kind of glad I wasn't going to be forced to eat this stranger's rosehole, even if the alternative was a good beating on my behind. I was turned on now, and longed for the fire that Caroline would ignite on my buttocks. She bade me stand and face her. Behind me, Julie arose from the horizontal bar and pushed her skirt back down. Caroline looked so sexy, her breasts pushing hard into her dress, nipples hardened. "Give me the dildo, BethAnne," she commanded. I looked at her quizzically. "The one that's sticking up your ass, slut!" she hollered. Embarrassed, I reached behind me and found the ivory plastic still ensconced in my behind. I gave it a yank and pulled it from me. Head lowered, fearing to look in her eyes, I handed it to Caroline. I heard Julie moving from behind me; her hand passed delicately over the orbs of my ass, purposely, as she moved to Caroline's side. Caroline put the dildo in the hip pocket of her dress for safekeeping. It would be used later on me, I was sure. Caroline looked at Julie who was staring at my nudity. "She's such a child," said my lover. "She has a teenager's pubic hair and breasts." "But a woman's ass," said Julie. My face reddened. Sunlight peeped through a hole in the wall and splattered on the floor like a rain puddle. It was still early evening. Caroline reached out and pinched my left nipple between her thumb and forefinger. I winced, then cried out in pain. She didn't let go. I gritted my teeth and endured the pain rather than give in to her. She knew I needed to be hurt before I could be loved. "The Ass Frencher," said Caroline to Julie, who padded with bare feet to the wall of whips and removed the long, hard, three-inch wide black leather belt from its holding. It was not a particularly painful instrument, but it was preferred by many in the S&M world because of the loud noise it made when leather met flesh and the sudden redness it caused. In fact, it left me with a warm glow that would last for hours after a beating. It was a pleasant pain, so to speak. It was not nearly as horrendous as a cat-o-nine tails or the dreaded birch rod. Caroline sometimes used it on my breasts even. "Turn around!" ordered Caroline sharply. I twirled on my heels, facing the now familiar horizontal bars and red cushion. "Bend over the bar, slave!" she commanded, slapping my ass with a loud crack with the palm of her hand. Startled, I moved quickly to the cushioned bar and bent my body over it, my ass high, the orbs invitingly parted, my legs held tightly together. "Her asshole is still partially opened," said Julie. "The dildo did a good job." I felt my face redden even more, listening to her speak about me that way. I didn't hear Caroline reply. Perhaps she nodded. Her comment made me feel all the more exposed. "Just strap her wrists to the lower bar," Caroline finally said to her accomplice after a long pause. She often let my legs go free just to watch them jerk up with each stroke of belt or whip. I would have preferred to have my legs bound also. There is peace in bondage. Julie moved to my side and fastened my right wrist to the strap, then moved and did the same with the other side. Her elbow pushed into my downward-hanging breasts as she moved quickly to affix my wrists. I was a prisoner once again. I could feel the sweat running down my brow. I could smell the softness of Julie's soft, blond hair which was cut short over her ears. Finished her duty, she moved back to Caroline's side. "How high can you count, honey?" asked Caroline of me, an obvious reference to the number of strokes I was about to receive. "S-Six," I hesitatingly responded. "Times two," laughed Caroline. "Twelve nice ones on that sweet hiney of yours. If you lose count, we start all over." Hardly had she finished her sentence when the loud "THWACK!" of leather upon flesh and the sharp pain across the orbs of my upturned ass mingled as I cried out in pain. "One," I half-whispered. "I can't hear you, slave," shouted Caroline. "ONE!" I cried, my buttocks burning already. "THWACK!!" came the second stroke as my unrestrained legs jerked spasmodically as the strap bit into my naked buttocks. The sound of leather on flesh reverberated around the room. "AHHHH!", I screamed, hissing between my teeth. "TWO!" I knew that the white cheeks of my ass were now quite reddened, after just two strokes. "The crying is a sham," said Caroline to Julie. "She loves it. Sometimes she begs me for it, especially before we make love. She needs the pain to make the pleasure more intense. She has often maintained that the more intense the pain, the more heightened the pleasure." I felt her rub the leather belt across my ass like a violin bow, gently, as she prepared me for the next stroke. I loved it when she did it like that, teasing me, making me wonder when next the pain would come so sweetly to me. Often she would lift the whip or belt from me, only to return it once again in gentleness, heightening my desire in suspense. Yes, she fulfilled my every need. How many times a good whipping led to the most exquisite love-making I had ever known. For today, the strokes went on to the inevitable twelfth, leaving my buttocks steaming hot and tingling, the tears streaming down my face. The twelfth stroke was the hardest, leaving me panting, out of breath, exhausted. "Undo her wrists, Julie." Julie obeyed. I was bade to stand then, facing the wall, silently sobbing as the heat from the strapping felt like a fire on my backside. "Back up! Three steps backward!" ordered Caroline. In the quietness of the early evening I moved, just in front of her. "Grab your ankles!" A child of obedience, I bent, my knees parted, my hands feverishly grasping my ankles tightly. Her middle finger was inside my asshole in a flash. I hissed as it entered me, drawing the breath between my teeth. She frigged me with the finger, pistoning it in and out of me. The pain felt strangely good, though I snorted and breathed in spurts whilst she entered and raped my most private of places. Julie looked on in quiet amazement. Indeed, she had never seen a truly submissive person. It seemed an eternity that her finger was in me, but I maintained my awkward balance satisfactorily. When she finished, she bade me stand up. My legs felt like rubber. "Face us!" she ordered. I turned, my breasts swaying slightly as I stopped, head lowered. "Take the rest of Julie's clothes off, BethAnne," ordered my lover. "Oh, no, that's all right," said her red-faced friend, "I..." Her voice trailed off as Caroline looked at her sternly. It was obvious the order had taken Julie by surprise. I moved to the front of the pretty blonde who now had a nervous smile. My asshole still tingled from its recent adventure. Julie's full breasts strained against the thin material of her white blouse. Her nipples stood out boldly against the cloth. Caroline caught me eyeing them. "Cup the breasts and kiss them before you take the blouse off," she said huskily. Gladly, I moved the palms of my hands beneath each melon. They were full and weighty, yet soft beneath my palms. I couldn't wait to see them uncovered. Bending my head slightly, I kissed first one, then the other, ever so gently, right over the cloth-covered turgid nipple. Julie drew in her breath slightly as I did it. Her right hand gently touched my left elbow as I raised my head and, for the first time, she looked deeply into my eyes. It was normally forbidden during a training or punishment session to look upon your tormentors, but Julie had me mesmerized. I moved my fingers to the top button of the blouse, still looking into her eyes. She smiled wistfully. "I hope you like me when I'm naked," she whispered. I did not answer her. I moved my eyes to the top button which by now had come undone. The top of her chest was pure white. My eyes trailed to the next button along with my fingertips. Somewhat nervously, I undid it, revealing the very top of her white cotton bra. The next few buttons would begin to reveal what I sought. "Reach inside her blouse first, BethAnne. Feel them." I knew Caroline was enjoying this as much as I was. The fingertips of my right hand moved beneath the parted cloth, under the bra strap, then downward, into the cup of the bra itself. Her tit was silky soft and smooth. She sighed as I squeezed it gently, feeling its firmness. Under the lacy cotton my index finger sought and found the already hardened nipple. "OH!" she cried out as I ran the tip of my finger over the fleshy protuberance. I raised my head to see her face--eyes closed, head cocked slightly to the left, mouth partially opened. Caroline let me continue for several moments, voyeuristically looking on, my fingers manipulating the supple curves beneath the thin material. "That's enough!" snapped Caroline. "See what effect you are having on her. Feel between her legs and tell me." I removed my hand from the cottony encasement and moved it slowly down the front of her body, between us, touching the soon to be undone buttons of her blouse, her thin black belt, her tight red skirt. I pressed my fingers into her abdomen as I moved towards and then over her bony mons veris. I could almost feel the pubic hairs beneath. Her legs were parted as far as the tight skirt would allow, the hem of the dress at mid-thigh. I curled my fingers around the hem and yanked it gently upward, raising the skirt slowly, knowing that Caroline would be enjoying the sexy view. In seconds the skirt was raised to the top of her thighs. My knuckles scrapped against the soft pubic down. I turned my hand, palm up, and moved it forward between Julie's soft thighs. Caroline could not see what my hand was doing beneath the skirt, but she knew from the contorted expression on Julie's face and her loud gasp that I had entered her moist vagina with my finger. Two fingers, to be exact, glided into the dark, self-lubricated canyon. She threw her back in abandon, opening her mouth even more. Her brow was furrowed. "Well?" asked Caroline. "It's very wet there," I whispered, wriggling my fingers inside her. "Oh! That's nice!" sighed Julie. "Taste her sex! Suck your fingers clean!" ordered my lover, her voice dripping with sexiness. Withdrawing my love-juice covered fingers from the steaming pussy, her cum was clear and shiny on my fingers, I brought them to my mouth. Greedily, I sucked the juices that I had just taken from Julie's vagina. The taste was pungent, salty, not unlike my Caroline's. "More!" ordered Caroline, obviously finding this little play a great turn-on. My fingers returned to the lake, plummeting into the depths of her warmth and darkness once more, yielding the same, perhaps louder, gasp from Julie. I shoved them in as far as I could. She was steaming hot inside. I filled my fingers with her come, and without being asked, withdrew and brought them to my mouth once more. The taste was unbelievably delicious. "Three fingers," said Caroline. Seconds later my middle, index and ring fingers were ensconced inside Julie's vagina. I wanted to fuck her until it hurt. To tongue her. To play with her erect clit. To make her scream in ecstasy. But Caroline had other ideas, at least for the time being. After watching me suck my three come-filled fingers clean, Caroline ordered me to continue disrobing Julie. My fingers, still moist with a mixture of her love juices and my saliva, slowly undid the remaining three buttons above her skirt. I then pulled the short-sleeved white blouse from her skirt and undid the one remaining button. I let the blouse hang on its own, opened, the center of her lacy white bra stretching across her chest, now heaving with each breath in anticipation of some more sweet loving. She could never have imagined what other adventures Caroline had in store for her. I moved my hands to the top of the blouse and parted it fully, exposing the full cups of her large, pointy tits. Through the exquisite lace I could see the soft, white flesh beneath, the round darker-colored aureoles surrounding the pink nubbins that strained to be free against thin, semi- transparent cotton. I drew the blouse over her shoulders and down her arms. She shook her hands slightly and the material dropped to the floor, silent as falling snow. She looked once again into my eyes, lustfully, a look of sexual anticipation on her pretty face. Without being asked, I leaned forward and put my arms around Julie's back, over her bare arms. In doing so, my naked breasts met the flimsy material of her bra. Standing breast-to-breast, I unhooked the catch at the center of her back. Without drawing back, I let the straps fall over her shoulders and down her arms. Understanding that I did not want to break the caress of our breasts, she reached between us and slid each strap, in turn, over her elbows and lifted her arms free. My own swollen breasts, flattened against hers, were now the only things preventing her from being naked from the waist up. Keeping my arms around her back, I drew her even closer to me, grinding my pubis into hers. Her parted lips met mine and she Frenched me immediately, trying, I felt, to drive her tongue into the depths of my throat, so turned on was she. I knew she could taste her own juices still lingering on my tongue. Caroline As we kissed, passionately, feverishly, I moved my right hand to her hanging bra and yanked it gently downward, pulling the soft material across both of our breasts at the same time, scraping our turgid nipples in unison. As the lacy cotton slid slowly downward, more and more of our flesh met, until, at last, our breasts met in their fleshy, soft nakedness. The feeling was exquisite. Her eager tongue delved all over the inside of my mouth. We continued to grind each other, pubis to pubis. I knew Caroline was beside herself by now, watching the two of us slowly get it on. I moved my right hand to the back of Julie's her neck and stroked gently beneath her short, blonde hair. From within her throat she seemed almost to be purring, like a kitten. Sliding my hand past her ear, I moved my fingers to her cheek. They still smelled of her cunt. "Her skirt," whispered Caroline. "Stand back and take it off." Our sweaty bodies parted, her tits springing into blossom. They were full, ripe, white melons with almost no sag, capped by small, pink, hard nipples and encircled with coral-colored, silver dollar- sized moons. I don't know where Caroline found this one, but she was beautiful beyond compare. My fingers trembling with desire, I unhooked the thin, black vinyl belt at Julie's waist, then moved my hands to her side where I slid the button through the stiff material. Quickly locating the top of the zipper, pulled it down with my right hand while grasping the top of the skirt between the thumb and index fingers of my left hand. The noise of the zipper tore through the silence of the room like thunder. Julie thoughtfully closed her legs slightly. With only the gentlest of pushes, I eased the red cloth over her rounded hips. Half-way down its journey it moved on its own, dropping to the floor around her ankles in a circle, her beautiful, full, blonde bush once more exposed to our lustful eyes. She stepped out of the circle, naked, like me. Inside my own loins I could feel my own desire building to a crescendo. How far would Caroline let me go before pulling one of her surprises on Julie? I dropped down on my knees to the floor before the towering blonde, head even with her golden bush. Gently touching the back of my head with her hand, she guided my face to her pussy. My lips met the downy softness of her fleece once more. She opened her legs wider for me, her knees pointing slightly outward and bent. Her cunt was mine once more. I lapped at it greedily with my tongue, swiping between the puffy lips, into the come-filled moisture of her pink tissues, letting the very tip of my tongue tease the turgid clit. The palms of Julie's her hands moved to her hips, fingers pointing downward. Looking down, she watched my head moving between her alabaster legs. She pushed her cunt into my face while I greedily consumed her. Her breasts swayed to and fro. She breathed heavily through her nose--short, gasping breaths, half-snorts, like an animal in heat. She reached down once more with her hand and pulled my head further into her. When I raced the tip of my tongue over her aching clit, she screamed out, "OH! YES! There! Right there! Don't stop! OH, please don't stop!" Obliging her, I didn't, redoubling my efforts with circular movements around the protruding nubbin. Out of the corner of my eye I saw Caroline move behind Julie, perhaps to get a better view of my handiwork. Knowing Caroline would have wanted me to do it, I moved my hands around bottom of Julie's ass and, using just the tips of several fingers, spread the lower cheeks apart, exposing the pink rosebud to the heat-filled room and Caroline's lustful gaze. I was surprised that Caroline was letting me play this long with our new friend. I knew it would not last, but the enjoyment was such for the both of us, ah, even for the three of us, that I continued to eat the blonde bush with total abandon. The exposure of Julie's rosehole to Caroline was the finishing touch for the blonde's night of pleasure. She hadn't the slightest inkling, but it was about to become a night she would not soon forget. "BethAnne," ordered Caroline, her throat filled with hoarseness, "get the cushion for Julie; I want you to eat her ass, too." Obediently, I stopped my tonguing, arose, and moved to the side of the room. I slid the cushion over. I had been on it many times, too many, perhaps. The cushion itself was made of red velvet. It was about two to three feet long, perhaps a foot wide, and approximately four feet high. It was thick and soft, comfortable to lie upon, belying its intended purpose. The four wooden legs of the cushion were affixed to two long four by six boards. At the side of each of the four legs was a strap and buckle. In the middle of the cushion was a fifth strap, designed to go around the waist of person lying on the cushion. The constraints were perfect--the waist strap, one strap for each arm just above the elbow, and the other two for each leg just above the knee--holding the victim tightly in place as she lay upon her tummy on the cushion, ass and pussy completely exposed over the far end. I had spent many hours on this device, often called the Punish Cushion by Caroline for its ideal positioning of the victim's ass and cunt and legs. Julie looked in awe at the contraption, but had, at this point, nothing to fear, believing only that she was about to her asshole eaten by a tongue she had become quite accustomed to--mine. "Lie down on the cushion, Julie," said Caroline in a sweet voice, "on your stomach, so BethAnne can show you some nice surprises." Still unafraid, the blonde beauty bent down, initially putting her sopping pussy right in the middle of the cushion. "You need to slide back further, honey," said Caroline. "Let your arms and legs be even with the legs, so your ass is well over the edge. Julie can take care of both of your openings that way by sitting behind you between your legs." Julie slid backwards, all the way to the end. In front, she rested on her forearms, elbows even with the legs. In back, she was supported by her knees on the floor, though most of the weight of her body fell upon the velvety cushion. The position was perfect. Her pink, round rosehole gleamed between the slightly spread globes of her pure white ass; her pussy was gaping open, greased by her own come and my saliva--the pink tissues gently contrasting with the soft blonde hair surrounding the puffy cuntal lips. I was wondering how, and when, Caroline would spring the surprise upon her. "I want you to work on her bunghole first, BethAnne. Get between her legs!" I shifted my body on the floor until I came to rest between the stranger's parted legs, bent at the knees. I rested my left forearm on the top of her buttocks, mostly for support, while I moved my right hand to her alabaster globes. I bent my head and planted a gentle, sweet kiss on Julie's left globe, swirling my tongue in a maddening circle as I sucked ever so gently on the soft skin. "She is great at ass eating!" remarked Caroline, reassuring Julie that she was about to be rimmed and nothing else. As I moved my head to the other globe and kissed and tongued some more, Caroline moved to my left shoulder, kneeling, and stealthily moved the leg strap around Julie's left leg, without tightening it. If she had tried to move her leg, I would have put downward pressure on her ass and tightened my hold with my arms. Fortunately, she did not feel the Caroline's movements, nor did she feel them around her other leg. Each strap was now buckled, but not tightened. As I moved my head into the top of the groove which split Julie's globes in half, and applied the tip of my tongue to the groove's beginning, Caroline arose and moved slowly to the front of the cushion, where Julie's eyes were closed in ecstasy. Caroline knelt, her dark blue skirt rising to mid thigh, then sat back down on her haunches, her buttocks supported by her calves. Moving her hands to Julie's cheeks, she raised the somewhat startled girl's head, and, without a word, kissed her full, on the mouth, softly, passionately. To my surprise, she moved her right hand around the back of Julie's head, then trailed downward along the spinal column, until she found my mouth at the stranger's ass. She moved her middle finger sexily into my mouth, for a few seconds, and I sucked on it nice and softly. Her actions gave her an idea. "Come here and stand next to me, slave," she ordered. I arose, naked, and moved to her side, just to the left front of Julie. "Open your legs!," she commanded. Once parted, my opened legs were the recipient of her hand. She shoved her middle finger into my vagina. My flow of juices there was unbelievably strong. Looking up, Julie watched Caroline manipulate me. After several moments, she withdrew the now glistening finger and brought it to Julie's mouth, then eased it gently between her slightly parted lips. Julie tasted me on Caroline's fingers. "It's BethAnne's love for you, Julie," whispered Caroline. "Do you like it?" The blonde, red-faced, nodded her head as my lover moved to kiss her once more, tasting my own cum in Julie's mouth. She had Julie- Anne where she wanted her as she moved her hands all over the excited girl's back and arms, while I, for my part, kneeled on the floor and continued my slow, downward trek towards the glistening pink 'O' that was Julie's rosehole. Spreading the lower ass cheeks apart, I moved the tip of my tongue to the tiny opening and began rimming it. Julie gurgled in delight. Knowing that the blonde would offer no resistance, Caroline looked down and pulled the left wrist strap around Julie's arm. It was obvious to Julie what was happening, but her mind did not comprehend fear. She opened her eyes. "What are you doing?" she asked. "Nothing, darling," answered Caroline, as she tightened the strap around the arm and buckled it. "I just don't want you to flail around too much while BethAnne and I give you our sweet double treatment, front and back. It's a special we do for our favorite lovers. You'll love it." Her voice was filled with honey as she moved quickly to the other strap and affixed it quickly. It was done now, all over for Julie, though she knew not what was about to happen. "Get up, BethAnne," said Caroline, rising from her kneeling position. I stood, next to the naked, unwitting blonde, and watched Caroline bring the inch strap around Julie's waist. "Hey!" she said, this time with a little fear in her voice, "What are you doing to me?" For the first time since she had settled comfortably onto the cushion, she attempted to move her legs and realized they, too, were bound. "Easy, honey," whispered Caroline as she tightened the waist strap. "It's time for some new adventures for you." The both of us quickly moved to each of the startled girl's legs and tightened the final two straps. She was now completely constrained, and becoming decidedly more nervous. "STOP!" she screamed, realizing that she was becoming the victim. "If you continue to scream," said Caroline, "I will have to gag you. You have surmised, perhaps, that it is now your turn to taste some new and different feelings. We promise we will not hurt you too much. It will be scary at first, but let things happen and perhaps you will learn to enjoy what we do--the giving and taking of pain." "Are you crazy?" said the blonde in a shaky voice. "Let me up!" "When we are done, darling," said Caroline. "Are you ready to begin, BethAnne?" "Yes," I replied. "Get the long dildo. Oil it!" I stepped over the scared blonde and went to the cabinet where I found the twelve inch plastic phallus, long and thin, that had often been in my own rectum, providing me with untold pleasures and pain. I brought it back, along with a jar of K-Y jelly, to Caroline, who was now kneeling in back of Julie, between her legs, eyeing the exposed rectal orifice. Opening the jar of K-Y, I slid the dildo into it. It came out filled with the lubricant. I handed it to Caroline, who, with furrowed brow, held the plastic tube in her right hand while she gently pushed aside the bottom right side of Julie's lower ass with her left hand, spreading the anus apart. Julie was beginning to get the idea. "NO! Not there!" she shouted. "Now, now," said Caroline in a mocking voice, "It's too thin to give you a lot of pain. I just want you to get introduced to it. Later the dildos get thicker and much more painful." "Are...uh...Are you going to put it inside me?" asked the nervous girl. "Uh-uh," replied Caroline. "I believe that is what we had in mind." "In my, in my...." "In your ass," interrupted Caroline. "Please don't. Oh, please don't," cried the bound blonde. "If you don't stop acting like a little baby, I'll have BethAnne get a much larger one for starters, and that will not be very pleasant. Consider this a favor for your first time, honey." Caroline rubbed the blonde's alabaster globes with her left hand, gently kneading the flesh, sometimes parting it to reveal the pink, crinkly anus. I knelt down beside Caroline, looking on. There was a thin coating of blonde peach fuzz surrounding Julie's anal opening. I had seen much hairier assholes. This one looked very eatable. I was sorry I hadn't gotten that far earlier. "I need some grease on my finger, doll," said Caroline to me as she placed the pink dildo on the floor. She held her middle finger out and I held the jar for her, then watched her ease the finger disappear into the greasy substance. The digit glistened menacingly as she withdrew it. "She has a beautiful rosehole," whispered Caroline. I nodded in agreement. "Too beautiful!" she sighed, bringing the glob of lubricant to Julie's back entrance, then touched the blonde's puckered 'O'. "NO! PLEASE!" cried the scared girl, as she felt the outside of her most private of parts being violated, her head shaking back and forth to emphasize her displeasure with Caroline's actions. Ignoring her cries and protestations, Caroline applied the K-Y in a circular pattern around the lovely orifice, her eyes fascinated by the crinkly rosebud. Julie kicked her feet on the floor and clenched her fists tightly. Nonchalantly, Caroline pushed her finger through the newly lubricated orifice with ease. Julie screamed, not in pain, but out of fear and humiliation. I could see that Caroline was getting upset with her. "Get the ball gag, lover-doll," she said to me. I used her shoulder for support as I arose from my kneeling position, went to the drawer once more, and quickly located the red ball with twin leather strands. My tits bouncing, I strode back to Caroline, who was moving her hand in a circular pattern, the middle finger embedded deeply in Julie's ass. I would have loved to have been in Julie's place, so much did I love the feeling of something inside me there, conversely to put something inside someone back there in that special place. How often I have masturbated with something inside my ass, anything--my own finger. A dildo. A cucumber. Literally anything that would fit. More often than not, my orgasm was that much greater with something up there, my anus surrounding it, clutching it as I would come and come until I was exhausted. I had grown particularly adept at getting a man's rocks off when butt-fucking, knowing just how to squeeze the glans at the right times, knowing when to take him all the way. When I am in complete control I can make a man come in seconds, all the while enjoying it immensely myself. It is the greatest gift a woman can give a man sexually if it is done right, better than the best of blow-jobs, which I had also learned with a fair amount of skill. I stood next to Caroline, watching her hand intently, the red ball gag hanging limply by my side. Caroline's brow was furrowed, so deep in concentration was she. Her finger was pistoning now. She seemed oblivious to Julie's incessant screaming. Then she looked at me and nodded in the direction of the screaming girl. I moved forward and straddled the blonde once more, facing her head and bringing the red rubber ball in front of the blonde's mouth. Tears were streaming down the girl's cheeks in torrents. Quickly and gracefully I pulled the ball between her gaping lips. She gurgled, snorted, kicked, shook her head frantically, but quieted down quickly as I tied the leather strap in a bow-knot at the back of her head. Caroline looked up at me, between my spread legs. I knew she was doing it. I could feel her eyes on my ass and pussy. I turned and faced my lover, my tormentor. My cunt was on fire. I needed her so badly. She knew it. "Why don't you come around behind me and lift my skirt and tongue me a little," she whispered. She needed me, too. "I'm wearing your favorite blue panties," she continued, with a wry smile. As I stepped over the top of Julie, Caroline was placing the long, thin dildo right in the middle of her victim's well-lubricated asshole. I would have enjoyed watching the device enter the pretty blonde, but all my thoughts were fixed on what I was about to do to my sweet Caroline. Caroline had shifted to a doggy-style position, her dark blue skirt having ridden up to approximately mid-thigh. She was not wearing pantyhose. Her legs were well tanned, almost bronzed. I dropped down on my knees behind her, with thoughts of her sweet blue panties filling my mind. Looking over the top of Caroline's head, I watched the dildo gliding through the rich jelly surrounding Julie's anus right into her rectum. She was really gurgling behind the ball gag. I looked down at Caroline's sweet rounded ass, straining against her tight skirt, and forgot about poor Julie. It was the most gorgeous ass I had ever seen, bar none. I loved it. When she would permit me, like now, to have my way with her, invariably I spent most of the time playing with the beautifully shaped globes, using my indefatigable tongue for untold hours on her delicious rosehole. There was not a time I was unable to bring her to wave after wave of delicious orgasm just by playing with her back there. I moved the palms of my hands to her clothed-covered globes. It was a somewhat muscular ass, its firmness the result of her hours of exercise which she always performed in the nude, in front of a full length mirror, often letting me watch from her bed, making me horny with desire, knowing her spread legs and hanging breasts were there for the taking when she finished. The slurping sound of the dildo being pistoned in and out of Julie's ass, coupled with her throaty moans, stirred me on. I kneaded the buttocks gently, pressing my thumbs into the cottony skirt. I moved each hand in a circular pattern over the globes, slowly, sensually, building her up methodically, teasingly. Her knees were spread as far apart as the tight skirt would permit, leaving plenty of room for my right hand to wander stealthily under the hem whilst my other hand continued to roam all over the delightful globes. Once under the skirt, my hand gently touched the inside of Caroline's left thigh, about half- way up, where the skin is smoothest and the feeling electric. The unexpected touch brought an audible "Oh!" from her and a backwards pressure of her buttocks against my kneading fingers. The soft insides of her bare thighs fell prey to fingernails and the tips of my fingers, traveling a slow course from the top of her thigh to the back of her knee. I still had not raised her skirt; all my actions were between her parted legs, my elbow bent beneath the hem. Nor had I touched her pantied crotch and thick, full, fatty pubis. My own excitement was enhanced knowing that all the while, just in front of me, Caroline was reaming Julie's butt with the dildo. I could hear the victim's snorts and gurgles amidst the incessant slurping of the pistoning, twisting dildo. Caroline I’d like to share with you all what happened on the day when everything changed for me. It’s a story that needs to be told, so credit can be given to a woman who deserves it. That woman’s name is Caroline Fitzgerald, better known to you as Carmen Cantrell. Back then I was fresh out of high school. Don’t ask me how I suddenly ended up in the porn industry, but there I was, doing small to medium roles, sucking dicks here and there, and trying to make it big like all the rest. It was a typical day at first. I came out of the locker room wearing my costume, (which consisted of a thin choker around my neck and high heels, nothing else), and made my way down to the set. Passing the male crewmembers in the halls still made my heart race back then. They were fully clothed of course and I wasn’t. It took me months to get used to their stares but it was always exciting. I looked good, really good, and they all knew it, but I just didn’t have the confidence, at least not just yet. I found Marty Hernandez and told him I was ready. “Ah, Clarice, there you are. You look fabulous,” he said. “Thanks, Marty.” He checked his clipboard. “Okay, let me see. Yeah, your lesbo scene will be up in five or ten minutes, as soon as those two are done.” He pointed to the stage where Vick Vicious was doing Lana St. George doggy-style. She was moaning loud enough to wake the dead. Heh, good ol’ Lana. “There’s a change though,” Marty continued. “Raquel couldn’t make it down here so Carmen Cantrell is going to do that scene with you.” “Carmen?” I asked, with a little too much surprise in my voice. “Yeah that’s right. That’s not a problem is it?” “Uh, no. No, that’ll be fine.” Carmen Cantrell -- I couldn’t believe it. Carmen was considered by many to be the queen of porn back then. There was a rumor that had said that she’d never actually had an orgasm in front of the camera, but she was the best faker of them all. Other porn girls got goose bumps when they watched her in action. Well I knew that even if I couldn’t make her come, it would nevertheless do wonders for my career just to be seen with her. Meanwhile on stage, Vick unloaded onto Lana’s face. That man sure knew how to shoot. Lana sucked him for a few seconds until Marty shouted, “Cut!” Lana was handed a paper towel to wipe her face with. She and Vick shook hands and left the stage. “Okay people,” Marty called out. “Scene six is up next. That’s Miss Carmen Cantrell and Clarice Mitchell. We shoot in three minutes!” Just our two names together like that sounded so wild to me. As the crew moved the set around for the next scene, I went over to the table and had a couple shots of vodka because I sure needed something to calm me down. I fixed my hair up and climbed onto the stage, taking my place in the designated spot, and waited for my costar. Carmen entered stage right wearing a beautiful blue nightgown made of a thin silky material. She looked amazing, as usual. She got into bed, ready for the scene to start. “Good luck, Miss Mitchell,” she said without really looking at me. “You too,” I replied, not knowing what else to say. She smiled and said, “Thanks honey, but I don’t think I’ll need it.” Somehow I had expected her to be that way – not mean exactly, just proud. And why not? She was the best after all. But something came over me in the brief period before Marty started us off. I suddenly felt the need to prove myself, to show the world what Clarice Mitchell could do. I would make her come even if my tongue fell off in the process. I knew right then, it was now or never. The scene started with Carmen’s line. “Oh Marta, I wonder if you would do something for me to help me sleep.” “Yes, mistress, what shall it be?” my character responded. Carmen ceremoniously lifted her gown and revealed her naked pussy. “I was hoping you could use your tongue, dear.” I was so mesmerized by her vagina that I nearly missed my cue. “Yes, mistress.” I walked over to the bed and knelt down at its side while Carmen pulled the gown over her head so she was naked as well. She then positioned her crotch in front of me and spread her legs as wide as possible. Everything was so flawless about her, but I made myself concentrate on the scene. I started out with long licks, bottom to top. After a while I wrapped my arms around her thighs and pulled in deeper. My tongue explored the inside of her vagina, waggling back and forth. Carmen leaned on her elbows and tossed her head back, breathing heavily through her open mouth. I continued my forceful tongue movements, giving her everything I had, and heard several soft moans escaped her. She rotated her pelvis toward me and I went in deeper still. Her generous bosom rose and fell and her nipples had hardened. It was nearly time for her orgasm (whether real or fake). I tongued her clit as hard as I could while plunging four fingers deep into her pussy. Right then her character came, but I couldn’t tell if Carmen really had come or not. She let out a muted scream when it happened and arched her back at the same time, but all her “orgasms” looked that way on screen. When she came down again, her character said, “Thank you, Marta dear.” “Welcome, mistress,” I answered. Then I helped her turn so she lay lengthwise, covered her body up to her breasts with the sheet, and exited through the doorway, dimming the light as I went. Seconds later I heard Marty’s voice. “Cut! Very nice job, ladies.” It was followed by some applause (for Carmen of course), then Marty chimed in again, “Ladies and Gentlemen, Carmen Cantrell, the best faker in the business!” I went back down the hall feeling disappointed as the cheering continued. For a moment there I had thought I’d succeeded in doing what no one else had, but it seemed I was wrong. But halfway to the locker room, Carmen surprised me completely by running up to me and planting a kiss on my cheek. I could tell she was awfully excited about something. “Oh Clarice, I’m sorry for the way I acted before.” The cheers were still coming from the set. “Don’t listen to them,” she panted. “Clarice, you did it; that one was real!” I couldn’t believe my ears, but before I even had a chance to respond, she kept going. “And frankly, if you don’t mind, I’d like to return the favor.” And just like that, she got down on her knees and started eating me. There were no cameras or anything, she just wanted to. I cried tears of joy just then; I couldn’t help it. And I don’t know which of our tongues was better that day, but Carmen took me to heaven in that hallway in more ways than one. After I came, she stood up and told me, “You’re going to be the best one day, Clarice. Don’t you ever doubt it.” And I can’t tell you how much that meant to me, coming from her. She made to leave then, but I stopped her. “M-Miss Cantrell,” I stammered, tears still rolling down my cheeks, “Thank you. Th-Thank you so much.” I think a few tears escaped her eyes too as she hugged me close, her soft breasts against mine. “You’re welcome, honey.” Then, (and I could never forget this), she said, “And call me Caroline.” Well Caroline, if you’re reading this, I want you to know that you changed my life that day, and I’ll never forget you for it. And who knows, maybe I’ll get the chance to change a young girl’s life, just like you did. Thank you all for reading my story. With Love, Clarice Mitchell XXOO Caroline This a ghost story. Almost all the characters are figments of my imagination, except for one - Susan, who is my wife. She is a blonde and was a tour guide, amongst other things, which is what prompted me to write this story. Susan was sitting at an outdoor restaurant in the old part of the city, sipping a glass of cold white wine and contemplating her trip so far. It was the tail end of summer and the weather was turning chilly, but that meant there were fewer tourists to mar her stay. Her job as a tour guide allowed her ample opportunity to travel and occasionally, she was able to jump on a trip as an extra passenger to visit places she hadn’t been to before. This had been an enjoyable trip, if a little lonely and she was looking forward to the flight home the following afternoon. As she sipped her wine, she wished she had worn something warmer as her blouse was thin and did nothing to keep the cold out. She was, she knew, the quintessential California girl. She was very attractive, with blonde hair down to her shoulders and had that sunny disposition that girls that grow up in the sunshine always seem to have. As usual, she wore no bra and she felt her nipples were reacting to the chilly air in this east coast town. She idly wondered whether she should go back to the hotel and get a jacket. She was startled from her reveries by a loud voice. “Caroline? I don’t believe it!” Susan looked up and there was an attractive-looking man looking quizzically at her. “Its been, what, three years! What brings you here of all places?” Susan smiled at him, wanting to say that he’d made a mistake, but finding it hard to get a word in edgeways, such was his enthusiasm at apparently finding the elusive Caroline. “Well I….” she started to say but her companion interrupted her. “This is fantastic! When you left, you didn’t leave an address. I tried to get in touch with you, but no luck. I’ve got a new apartment, it’s just close by, do say you’ll come and see it?” He looked earnestly at her and she hadn’t the heart to say no to him. Besides which, he was quite attractive and maybe an evening with him would be pleasant. She had nothing else planned. And, truth to tell, who hasn’t thought of being someone else just for a day? He generously settled her check with the waiter, who obviously knew him well, and they left the bar. He chatted on about the town, his apartment and his surprise at seeing her there. Susan looked at him as they walked. He was about her age, very attractive in a rugged kind of way wearing a black polo-neck sweater and gray trousers. They soon arrived at an old building that had been converted into apartments. He opened the front door and led her up to his apartment on the second floor. It was attractively furnished in a bachelor style and he animatedly showed her around the two bedroom place. “I must make a quick phone call. Make yourself at home. What can I get you? Glass of wine?” he asked. Susan nodded and smiled as he almost ran into the kitchen in his enthusiasm. Whilst he busied himself with a bottle and glasses, she wandered about the living room. Something caught her eye and she stopped to take a closer look, just stifling a gasp when she realized what it was she was looking at. It was a framed picture of herself with two men, each with an arm around her waist. One was her host, but the other she didn’t recognize. It certainly looked like her in the picture, the same blonde hair, same look, but she didn’t recognize the location and knew it couldn’t possibly be her. It must be the elusive Caroline, she guessed, which would explain his excitement at seeing her in the bar. She looked closer and there was a note in the corner of the picture that said “to Jim and John, love Caroline.” Just then, he arrived back with two glasses, and seeing her looking at the picture, put them down and came behind her and put his arms around her waist and leaned his head against hers. It was a very affectionate gesture and Susan was beginning to envy Caroline. “Do you remember where that was taken?” he asked. Caught, Susan didn’t know what to say, so she turned and put her arms around him and kissed him. It was a long slow kiss, full of times remembered and things left unsaid. He was the first to break the kiss. He stood back, her hands in his, and said “I phoned John and he will be over in an hour. I know he wants to see you too.” Susan guessed that John was the other man in the photograph, which meant that her host must be Jim by process of elimination. “We have a little time to ourselves. Come with me.” Susan allowed herself to be lead into the bedroom. Jim turned to her and started to unbutton her blouse. “Oh!” thought Susan, as she watched his fingers undo each button, then impatiently ripping the blouse to reveal her breasts. Buttons popped as the material parted. She watched his face as he looked down at her breasts, his hands carefully caressed her skin and she closed her eyes as she felt his fingers on her nipples, teasing them into hard little points. “I hardly know this man, but then its not really me at all that he’s playing with” she thought to herself, “I’m Caroline, not Susan and what he wants is Caroline.“ She opened her eyes, reached out and started undoing his shirt, starting slowly then faster as he put his mouth on her left nipple and started to nibble at it, his left had still squeezing and playing with its right hand twin. She pulled his shirt out of his trousers and undid his belt and then he put his arms around her. He undid the zip on her skirt, sliding it off as she fell backwards onto the soft cover of the bed. He took off his shirt then lifted her legs fully onto the bed. He stood back and he pulled his underpants off, letting his cock spring free. She looked down at it, knowing that his 8” of circumcised hardness would be hers if she said yes. She looked up at him and saw the determination in his eyes. She knew that look - he had to have her right now. She reached forward and took his cock in her hand, then slowly rubbed it back and forth. She looked up at him as he took his shirt off, then Susan lay back and watched him, knowing that she had made her decision, she was Caroline and she would give him what he wanted. He positioned himself carefully between his legs and slowly entered her. Susan lifted her legs to make it easier for him and put her arms around him. He needed no further encouragement, he worked his cock further inside her until it was as deep as it would go. Then he slowly withdrew, then pushed forward again, setting off a steady rhythm that Susan began to enjoy. He leaned down and kissed her as his cock continued to push into her. She felt herself relaxing, lifting herself up to meet his thrusts. She felt him start to tense, then suddenly, felt his cock pulse inside her as he came. He kissed her as he withdrew from her. Susan felt slightly cheated that she hadn’t come too but perhaps there would be time later, she thought. He was rather attractive and she wouldn’t mind doing that again with……Jim, that was his name. Jim said “I can’t tell you how long I’ve waited for that!” And then he leaned forward and kissed her again. “You can take a shower if you like, its through there on the left.” “Thanks,” she replied “I’d love a shower!” “I thought you‘d say that! Follow me!” Before Susan could say “wait a minute!”, she found herself in the shower with Jim. He soaped her all over, washing her back, touching, feeling everything. She felt his fingers exploring, touching, playing with her nipples, a finger inside her here, another inside her from behind there. She lost herself in the feeling that she was Caroline and this is what they did everyday. Stepping out of the shower, he gently dried her with a big fluffy towel. She felt pampered and spoilt. She envied Caroline. “I kept some of your clothes when you left, they’re in the closet by the bedroom door” he said as he pulled on a pair of trousers. “What on earth did you keep stuff for?” she replied. “Oh, I don’t know, just missed having you around I guess” he said smiling, as he wandered into the kitchen, tucking the shirt into his trousers. Susan looked for her clothes. The blouse was history, the buttons having parted company with the silk so she opened the closet door. There were about half a dozen things in the closet. A gray dress, a skirt and a matching jacket, a couple of silk blouses and some trousers. She chose the skirt and a matching silk blouse. She put them on and looked in the mirror at herself. Unconsciously, she had chosen the outfit she had seen Caroline wearing in the photograph. Just then, the doorbell rang. Susan jumped, caught in her own thoughts. “That will be John!” said Jim as he went to open the door. Susan emerged from the bedroom just as Jim was saying to John “look who I found!” John turned, first with a look of disbelief, then with a big smile and came over to her and gave her a huge hug and a kiss. Not a sisterly kiss, a very passionate kiss that spoke volumes of their relationship. Susan did not hold back. She knew that Caroline wouldn’t have either. John was the first to break the kiss. “See, I told you!” said Jim to John. “Now, as its my turn to cook, why don’t you make yourselves comfortable and I’ll rustle up something back here in the kitchen. If you could set the table for me, that would be great. Susan and John pulled out the dining table from the wall and set three places. Jim came in and produced a candle from somewhere and the table was set. “Dinner will be about twenty minutes” Jim announced, “pasta and shrimp okay for you guys?” “Sounds good to me” said John as Jim retreated to the kitchen. “Me too” said Susan. As Jim left, John turned to kiss Susan, nervously at first, and then increasingly passionately. Susan’s mind was in whirl, trying to guess at Caroline’s relationship with the two guys. She was saved from further thought by John taking her by the hand and leading her into the bedroom. He started to unbutton her blouse but Susan stopped him with a look towards the kitchen. “Don’t worry!” whispered John, “he knows, he always knows!” He finished unbuttoning her blouse and began playing with her nipples as he kissed her again, his tongue exploring, sensuously touching his fingers just grazed the tips of her nipples. Susan was very turned on by this and didn’t protest at all as he lowered her onto the bed and lifted her skirt. He unbuttoned his trousers and let them fall and without waiting for any word from her, positioned his cock and slid it inside her. Susan reacted immediately to the urgency of his thrusts, lifting herself for the second time within an hour to the feeling of a hard, insistent cock inside her. She felt him getting close and then the pulsing of his cock as he came inside her. He kissed her as he withdrew and he held her hand as she sat up. “I can’t tell you how long I’ve waited for that” he said. Just then, the door opened a crack and Jim said “dinner is on the table!” “Ready!” said John. “Let me get tidied up” said Susan, “then I’ll be right out!” “Okay! John, you want to open a bottle of wine?” replied Jim. John left to help out and Susan tried to make herself look presentable. She really needed to change her clothes yet again as her latest outfit was somewhat crumpled after her recent encounter. She was rapidly running out of clothes! She looked in the wardrobe again and chose another blouse and matching skirt. She looked at herself in the mirror and checked her make-up. The blouse she had chosen was much thinner than the one she had discarded and there was no doubt she was wearing nothing underneath it. Her breasts and nipples were very visible. She shrugged to herself and thought “what have I got to hide? They have both seen everything at least once!” She took one last look in the mirror, and liked what she saw. The outfit really was rather sexy. So she joined John and Jim in the living room. Dinner was fun. Both John and Jim were good company and they took great trouble to make her feel welcome and wanted. Nothing much was said of times past, for which Susan was grateful, not knowing what to say. At the end of the meal, Jim said “do say you’ll stay with us, we’ve missed you so much!” “I can’t!” replied Susan, “I have to catch a plane back to L.A. in the morning.” “But you have to stay!” said John. “You know I can’t” “You must!” insisted Jim. “Why not?” asked John. Increasingly uncomfortable, Susan suddenly blurted out “because I’m not Caroline!” There was a pause and then Jim and John looked at each other. “We know” Jim said. “You know?” said Susan, a little bewildered. “But…..” “You can’t possibly be Caroline” said Jim “But how…..” ”Because Caroline doesn’t exist!” said John. Now Susan was really confused. “We made her up” said Jim. “But you approached me…..there was a photograph!” “Ah, that was a nice touch, I thought” said Jim and he and John exchanged a smile. “But how?” “Oh, it was simple really, it was your face, but the body belongs to my sister Samantha. We took your picture at the hotel. Its amazing the tings you can do with Photoshop!” “The clothes!” “Samantha’s, except for the blouse you are wearing now, and I bought that with you in mind.” Susan looked down. Her breasts were clearly visible, her nipples prominent. Oh! She thought for a moment. “But you both….” “We know.” “But that’s…..” “We didn’t hear you protesting! You thought that is what Caroline would do!” “But that isn’t legal!” “Neither is impersonating another person!” said Jim. “Oh!” said Susan and she sat back in her chair. “The point is, Caroline wouldn’t have done that either, except in our dreams, and Caroline was a very much our dream girl. And she, or rather you, lived up to all our expectations” said John. “I should probably leave now” said Susan, rising from the table. “But why?” said Jim “the point is that you enjoyed yourself so why not stay the night and we’ll be really nice too you and we promise to get you to your plane on time. Plus we have champagne!” In the face of logic and a nice invitation, Susan wilted. Jim and John rose from the table and each took her hand and lead her towards the bedroom. They had undressed her together, kissing each part of her body as her clothes were shed. Then they took their clothes off and Susan was able to compare cock sizes. They matched, an even pair, she decided, and definitely worth a girl‘s attention. Then Susan lay back against the fluffed-up pillows, an arm around each of the guys as they each nibbled at her nipples. She always like being played with, but having two guys do the work was definitely interesting. She decided she could get to like this. As their lips continued to tease her nipples, she felt their hands drift down in unison, gently stroking her until they reached her mound. A finger slipped inside her, but she couldn’t tell who’s but she did feel Jim sliding down her body and then move her legs apart as he slid between them and started licking her. He was very good, she decided, and closed her eyes as his tongue played with her clitoris, John obligingly holding her nether lips open for him. Jim’s fingers were too busy, exploring inside her, front and back. His tongue flicked back and forth on her clitoris, faster and faster until she felt the familiar stirrings that built and built until she finally had her first orgasm of the evening. “Oooh, that was so nice!” she said when she had recovered. “My pleasure” said Jim. “Mine too!” said John. Susan slid herself down the bed and put her hands out to reach for their cocks. She was pleased to find that they both appeared to be in perfect working order and ready for action. She twisted herself around and started sucking on John’s cock as she stroked Jim’s. Then she turned her attention to Jim. Then she decided that what she would really like is both at the same time and so she turned over on her hands and knees and started giving John a really long, slow licking up and down his cock. Jim got the idea immediately and got behind her. He gently pushed his cock into Susan as she took John’s cock in her mouth, as far as she could. She grasped it too with her right hand and held onto it as Jim began to pound into her from the rear. He held her hips in his hands to steady himself as he thrust into her. Each time he pushed her forward, Susan took more of John’s cock in her mouth. Jim went at her faster and Susan’s hand massaged what part of John’s cock that wasn’t in her mouth. She felt Jim begin to tense and stop thrusting and she felt his cock begin to pulse as he came inside her just as she felt her second orgasm of the evening hit. At the same time, John’s cock spewed into her mouth and she swallowed the salty liquid. They all collapsed together on the bed in a warm sweaty heap. “Hmm, that was good!” said Jim and John almost together. “It was pretty good for me too!” said Susan and they all laughed and hugged. “If its alright with you guys, I’m going to take a shower. And thanks, I think I can manage!” Jim and John collapsed back on the bed with rueful grins. Susan had a hot shower and felt completely refreshed when she emerged only to find the boys had fallen fast asleep. They looked very peaceful and she hated to disturb them so she quietly put on the outfit she was wearing at dinner and, gathering her bag, gently closed the bedroom door. As she tiptoed towards the front door, she stopped by Jim’s writing desk to leave a note. She wrote “Thanks boys for a great dinner and for the entertainment. I hope you really do find the Caroline of your dreams. She will be quite a girl.” She took one last look about the apartment, making sure she hadn’t forgotten anything, then turning back to put the note down on the desktop, she noticed a newspaper cutting that was tucked into a corner of the blotting pad. She pulled it out and glanced at it casually, then looked again. It was a picture of her! The story referred to a car crash late one night on a country road and that the sole occupant of the car had been killed instantly. The picture was of the girl in the car. Whose name was Caroline. Caroline I had been "in love" with Caroline for as long as I could remember. Well, to be more precise, I began my crush on her during my adolescence. While hormones were raging and I was becoming aware of my sexuality it was She that became the focus of my desire. Caroline was my best friend - Peter Foster's mother. Pete and I had decided we would be best friends on our very first day at primary school, when we sat opposite each other and shared crayons. We have maintained that friendship right the way up to this very day. Caroline and Geoff - Pete's father - were young parents and Pete was their only child, no doubt the unplanned product of a night of passion at university. They were both highly intelligent people and had obviously not let having a child while still studying spoil their careers. By the time Pete and I turned eighteen, a month apart from each other, Caroline was only thirty-seven and Geoff just thirty-eight. As the youngest child of four myself, my parents were old in my mind and going round to Pete's was always something to look forward to. There was always a lot of swearing going on and rude jokes being told. Pete and I would be allowed to stay up late and watch the kind of TV shows that kids weren't normally permitted to watch. It was, in a way, more like being looked after by an older brother and sister than a mum and dad. Caroline always had a naughty sense of humor and as I entered my teens she would regularly tease me with suggestive comments, no doubt reveling in my obvious embarrassment. She would tease me about how tight my jeans were and how they left little to the imagination or about how handsome and muscular I was becoming and how the young girls must be fighting over me at school. To the best of my knowledge they were not. When she came home from work, Caroline would make a big show of telling me how she was going to strip off her formal work clothes and change into something more comfortable. She would appear moments later wearing quite sexy, figure-hugging outfits. In retrospect, she was clearly just having fun. She was hardly more than a girl herself and took pride in her good looks and enjoyed being flirtatious. Caroline was a beautiful woman. She was of northern European descent, a mix of German and Danish, which blessed her with many naturally strong features. She was taller than the average English woman, probably about 5'9. She was slim, the result of a healthy diet, regular yoga classes and her good, Teutonic genes. Her hair was shoulder length and quite straight. The overall effect was blonde, but was, naturally, composed of many different shades and tones, some quite golden, some silver and others almost chestnut. She had quite strikingly, pale, green eyes that drew you in whenever you met her stare. Her eyebrows were quite strong. They were clearly well crafted, but Caroline left them a little thicker than most women, adding to her stunning, Arian appearance. She had a long, straight nose and full, sensual lips. Her cheekbones were high and she had a powerful, yet still feminine, jaw line. Her skin tone was quite pale, but glowed from within and gave an overwhelming impression of good health. She was one of those ladies who looked incredibly good without any makeup on whatsoever, but when she wore it she applied it only to eyes and lips, but in quite dark tones, giving her that 'femme fetal' look. I remember she had taken to wearing a pair of half-moon, tortoiseshell spectacles when reading and the effect, when she looked over the top of them at you, was both unnerving and incredibly erotic at the same time. She definitely had that 'sexy librarian' look about her when she wanted it. I suppose, as a young man, I could not help being drawn to the sight of her striking physique. She had rather large breasts, definitely bigger than the average and she was not afraid to show off the fact by wearing tight sweaters and low-cut tops. I suspect that they were perhaps not as pert as they must have once been, but they maintained a good shape, despite her age and sat as high on her chest as someone ten years her junior. Anyway, I was smitten. I would invent numerous fantasy scenarios whereby the beautiful Caroline would seduce me and make a man of me, little knowing that something along those lines was indeed to come true one day. * Pete and I were eighteen. We had just left school and would be going our separate ways after the long summer break. He was to go to Edinburgh to study engineering and I had won a scholarship to study piano and composition at the Royal Academy of Music in London. It would be the first time we had not been at school together since we were five years of age. Caroline and Geoff had decided to take a month long holiday, camping throughout France and had suggested that I come along. It was to be something of a celebration of our impending independence, but above all, I was there as part of their family and to keep Pete company. I leapt at the offer. It was to be my first time outside of Britain and Pete and I made great plans to experience the exotic delights of the famously sexual French girls. At this point in my life, I am proud to say, I was a rather handsome young man. My body had, over the last few years, become a man's body and as Pete and I were quite athletic boys, playing a lot of sports and working out with weights, we both had developed strong, muscular physiques. I was about six feet tall, had short dark hair, blue eyes and fairly regular features. I was luckier than many boys my age in that I had excellent skin; my mother, being something of a health nut, had always fed her kids fresh, healthy, nutritious foods. At the beginning of July we set out from Dover, taking the ferry across the channel to begin our trip through France. We took our time driving southwards, taking advantage of the quiet, linear, Roman roads and reveling in the beautiful countryside around us. We would stop off at a campsite in the late afternoon and set up camp for one night only before moving on to the next port of call. The downside to this was that there was never any time for Pete and I to check out the local talent. We did eat delicious food, however, in the local bistros and I got to sample more than my fair share of the spectacular French wines. It was during these boozy evenings that naughty, flirtatious Caroline would come out to play. I remember her asking when we "young studs planned to get laid?" Pete would just tell her to shut up and I would turn beet red. Paying no attention, she ran her hand across my chest and said "there must be thousands of girls out there getting wet at the idea of being screwed by two muscular men like you." I could say nothing and just kept swigging my wine, but I could feel myself, as hard as a rock inside my trousers. Geoff didn't seem to mind his wife's flirtatious manner. On the contrary he seemed to enjoy it and would often laugh and join in with the humiliation. Caroline once joked to Geoff that when we reached the coast we should maybe hunt out one of the famous nudist beaches in France so that they could see if my dick was as impressive as the rest of my body. Pete gave his mother a tongue-lashing and Geoff just burst out laughing suggesting that that was probably a good idea. I silently prayed that they were only joking as the idea alone of standing naked before Caroline made me as stiff as a pole and I knew I wouldn't be able to control it in reality. On the whole we would all laugh and joke and tell lurid tales as we drank and then we would merrily stroll back to the campsite, Caroline linking arms with "her men" and laughing all the way back to our tents. As soon as I would crawl into my tent for the night I would have to unleash my swollen penis and play with myself thinking of the ideas Caroline had planted in my mind. As I am sure you can imagine, it was hellishly hot in France during July. We would rise early so as to do the majority of our driving before the noonday sun would beat down on us. Stopping in a shady spot for a long, lazy lunch of bread, cheese, pate and fruit and to enjoy a nap or if we could find somewhere suitable, to take a dip. Caroline would be the one to wake us boys in the mornings. She would go to our tents, unzip the flap without warning and shake you awake with soft words. You had to sleep naked, because of the heat and there were a few times when I would have to drag my sleeping bag over my body just in time to avoid showing her my inevitable morning erection. The idea of displaying myself to her in that condition became so exciting that one morning I decided to try it. I prayed that Geoff wouldn't wake me for a change and lay there, my unzipped sleeping bag wide open with only my feet tucked inside. My dick was hard anyway, but the idea of Caroline being so close to it gave me a hard on like no other. I lay there and feigned sleep. As usual, at about seven-thirty, I heard movement outside my tent. I listened as the zipper was drawn down and then... there was silence. My feet were pointing towards the entrance and Caroline must have had a prime view of my engorged shaft. The silence was palpable and I wondered if I would be able to pretend to be asleep for much longer as my heart was hammering and my lungs were aching, desperate to take deep, calming breaths. Suddenly, I heard Caroline speak in a hushed tone, "Ooh, what do we have here?" she murmured suggestively. "Maybe I should lick it while he's asleep." Involuntarily my rock hard cock twitched and I knew I'd been caught in her trap. I heard a soft snigger as she realized she'd beaten me. I was far too embarrassed to own up and lay there, lamely pretending to be asleep. Finally, after what seemed like forever, I heard movement and felt my sleeping bag being drawn over my body, covering my lower half. Although, this morning, instead of the gentle shaking of the leg to wake me, I felt, through the sleeping bag, a hand slide across my upper thigh and then across the length of my penis and then further up across my bare chest. 'Wake up sleepy head," she whispered. I pretended to wake up and saw Caroline above me, lips slightly apart, the hint of a smile upon them. She grinned at me and slid out of the tent telling me to "do whatever I had to do" so we could get going. Needless to say there was something I had to do before getting dressed, but that really didn't take very long at all. We had two more days of traveling before reaching our first stop-off point. Things carried on as normal, although, for some reason I lost the nerve to expose myself to Caroline the following mornings. One afternoon we arrived at the campsite hot and sticky after a long day in the car. We all agreed that a shower was of the utmost importance. Geoff, kindly, set to work assembling the tents. Pete, Caroline and myself wandered off to find the shower cubicles. There was a row of about six doors side by side and it was clear to see that they were all taken. We lined up and waited, looking forward to washing away the sticky sweat and relaxing under the jets of water. Finally, one of the doors swung open and a leather skinned gentleman with an enormous potbelly stepped out. I was about to indicate that Caroline should take it first when Pete shouted out "see you later losers," and dashed for the door leaving his mum and I standing. "Charming!" Caroline declared, "I blame the parents. I bet you wouldn't allow a lady to wait in your place would you Joseph?" her emerald green eyes burning into me. "Um, of course not," I offered. "I am a true gentleman and would lay down my life for a beautiful maiden in distress such as yourself." Caroline laughed, looking almost girlish. "How about the next cubicle that comes free we share? You can scrub my back and I can see how much of a gentleman you truly are," she suggested, looking up at me with that naughty smile of hers playing across her lips." I immediately did my lobster impression and felt my cock swell in my shorts. Just then, the two cubicles next to each other on the far left of the row swung open simultaneously, a pair of elderly ladies vacating at the same time. "Oh too bad," Caroline teased, winking at me, "we've no excuse now." And she headed off towards the far end cubicle. I limped after her, desperately trying to cover the huge bulge in my shorts with the towel I was carrying. Once inside the shower I stripped down, hanging my shorts and T-shirt on the pegs by the door. I could already hear the water splashing down in Caroline's cubicle and thought about her there, just two feet away, absolutely naked, the warm water playing off her wonderful body. I looked down at my cock and saw how proudly erect it was, the swollen purple head poking out from beneath the foreskin. I started my shower too and closed my eyes as I let the water consume my body. The showers were the type with the timer button on them that you had to punch in every minute or so to keep the water flowing. I was in a dream world, enjoying the jets of hot water and thinking of Caroline when the water clicked off. I took this opportunity to soap myself and taking a generous handful of shower gel I began to lather my body up. Needless to say my hand lingered between my legs. My hand stroked the suds into my tight scrotum and up my long, hard shaft. As I moved my hand down again I brought my foreskin down with it exposing the head and feeling the exquisite pleasure. I allowed my soapy hand to slide below my scrotum and to caress the soft skin beneath it and beyond until my index finger was teasing the entrance to my ass-hole. I could feel the spasms shooting from it all the way up to the tip of my penis. As I stood there, playing with myself, I heard Caroline's shower click off too. I listened as she flipped open the cap on her bottle of shower gel. She was singing an almost inaudible tune as she washed herself down. The sound of her soft breathy voice so close to mine, the idea of her hands caressing her body right next to me was too much to bear and I began to pump my shaft up and down beneath my fist. There was an easily audible squelching noise as my soapy foreskin was pulled back and forth, but I really didn't care. I was biting on to my lower lip as I masturbated, trying to stifle the moans as I felt the spasms pulsing through my body when I heard a strange thing. Caroline had stopped singing, but her shower was still switched off and I am sure I heard her let out a soft moan of her own. I stopped playing with myself and listened closely and there it was again; an almost inaudible cry let out from the back of her throat. I felt certain that I wasn't the only one taking pleasure in my body and prayed she was thinking of me as she touched herself. I leaned back against the tiled wall, my left arm behind my back and my right arm clutching my cock. I began to masturbate getting faster and faster. I no longer cared about stifling my cries and just worked my cock for all it was worth. Two or three times more I heard Caroline's lustful moans and that turned me on even more so. It wasn't long before I felt my orgasm coming on, I felt my ass-hole tighten and stopping my thrusting I gripped my penis tight and felt it shudder in my hand as I fired my cum in numerous spurts across the wall opposite. As I came I let out far too loud a cry, but I was lost in the moment and didn't care a damn. As my orgasm was subsiding I was aware of a series of stifled, breathless cries coming from the shower cubicle next to mine and was sure Caroline and I had cum almost simultaneously. I quickly punched the shower button with the palm of my hand and washed myself off as the realization of what had just gone on struck me. When I left the shower I could see that Caroline had beaten me back to our tents, as her cubicle door lay open. I wandered back to our site, bare-chested with just a towel draped around my waste and clutching my clothes to my chest. As I arrived I saw Caroline and Geoff sat around our little primus stove with a glass of wine each. "Nice shower Joseph?" Caroline asked, a cheeky glint in her eye. I just muttered something back. "Mine was wonderful," she purred and smiled a knowing smile at me. I quickly dived into my tent as, despite the good seeing to I had just given myself, I could feel my dick twitching back to life beneath my towel. The next day we arrived at our campsite just outside a small town called Angoulins, not far from La Rochelle. It was close to a stretch of coast Geoff had assured us would be quieter than most this time of year. We had decided to spend the next five or so days relaxing on the beach as we had had a lot of car journeys recently and we all were ready to kick back and do absolutely nothing for a while. The beaches were quite spectacular, long swathes of smooth, golden sand stretching as far as the eye could see. Geoff was right, the beaches were quite empty with them being on the colder Atlantic as opposed to the Mediterranean further south. But, the weather was perfect, azure skies and the hot sun beating down. Taking a dip in the cooler Atlantic was quite wonderful after having your skin bronzed by the intense summer sun. We were in France and topless sunbathing was 'de rigeur'. On our first trip to the beach I wondered if Caroline would do as the locals. I had imagined seeing her large breasts in the flesh many times and thought that perhaps now was my chance, but when we arrived I was mildly disappointed to see that she stripped down to a two piece bikini. She probably wanted to save Pete from embarrassment, as she was clearly and with good reason, proud of her body. She did look quite spectacular however. Her bikini was all black. The top fastened in a bow between the shoulders and had two ties that fastened around the neck. The bottom part was rather small and tied in a bow on either side, at the waist. Caroline's body was everything I had imagined it to be and more. Her full breasts sat independently of each other and followed a curving line, ending in two subtle peaks where the nipples were just discernable beneath the cloth. Her bottom was well rounded, but still quite pert and the skin on display was smooth and blemish free. She had a flat abdomen and long smooth legs. Geoff was a very lucky man indeed. We lay among our towels at the edge of the tree line at the top of the beach, soaking in the rays. I watched as Caroline applied sun cream to herself, smoothing it up and down her long legs and rubbing it into her tummy in a delicate circular motion. I watched her arch her back, thrusting out her wonderful breasts as Geoff massaged the cream into her shoulders and back. Having passed the sun lotion around Caroline announced that I needed some on my back too and forcing me to stand up she gently rubbed the cool cream into my skin. I had to make use of every ounce of self-control not to get excited by the feel of her touch against my skin. As she finished she ran her long fingernails down either side of my spine causing me to shiver and then promptly smacked me on the ass and said, "You're done tough guy." Pete was very keen to take in the local talent and dragged me along with very little resistance. On our walks up the beach we saw women of all shapes and sizes some exceptionally beautiful and many naked from the waste up, but despite all the stunning women on view I couldn't help thinking back to Caroline. In the evenings Pete and I hit the local bars and the one nightclub. We met some attractive French girls of our own age and attempted to seduce them with stilted French and free beers. We had some fun, we danced and we got drunk, but each night would end with a peck on the cheek, a giggle and the promise to be back the following night. Pete was adamant that persistence would pay off, but I wasn't so sure. I had a horrible feeling that we were not much more than the source of free booze and a few laughs. Caroline Over dinner on our third day in Angoulins, Geoff announced that he was taking a trip to a nearby automotive museum and that all those interested should be up at eight the following morning. I thanked him, but as a musician and not an engineer, I declined and saw it as an excellent excuse for a lie-in. The other three seemed enthusiastic however. Pete and I staggered home late again that evening several Francs lighter and just a little bit more frustrated. Pete was coming around to my way of thinking and we resolved to persuade his parents that it was time to move on. We wouldn't tell them that, but we were both desperate to get laid and this town was looking like a dead end. Early the next morning, I was awoken by hushed voices and hastily eaten breakfasts as the day-trippers readied themselves. I listened as the car was driven away and relaxed back into my sleep. Around nine-thirty I awoke again feeling slightly groggy from the copious Kronenbourgs of the night before, but generally relaxed. I was contemplating my huge morning erection when I heard someone reaching for my tent zipper. Fearing I was about to be robbed I quickly covered myself up. The zip was drawn down noisily and Caroline's head appeared through the opening. "Wake-up lazy arse," she called. "I'm going to the beach and you are going to keep me company." "But..! I thought you'd gone to the museum?" I stammered. "Are you kidding? What the hell do I want to go and look at a load of rusting old Citroens for?" she answered derisively. "Especially when you consider I could take a trip to the beach with the most handsome man in the west of France." Caroline smiled her heart-melting smile. "And I with the most beautiful lady," I answered, quite out of character. I was pleased to see that I had actually caused her to blush this time. Collecting herself she said, once again her confident self, "Come on get your stuff together. I've got everything we need. We leave in five. That is," she said, eyes moving down to the bulge beneath my sleeping bag, "unless you have anything better to do?" I laughed and threw my arm across my face to hide my embarrassment. Caroline had packed a large straw bag with all that we needed for our trip, which I hoisted over my shoulder, and picking up my towel off the roof of my tent, we set off. Caroline slipping her arm through mine as we walked. As we picked our way through the pine tree woods, towards the beach the cicadas were already shrieking in the mid-morning heat. Caroline teased me about Pete and my failure with the local girls. I laughed and agreed that we must be doing something wrong. To which she joked that we couldn't possibly be and that they must all be lesbians. As we finally arrived at the coast, some twenty minutes later, we saw that we were at a particularly secluded part of the beach. Most people, including ourselves, drove to the beach and because we had cut through the woods we were a long way from the car park. "This looks good," Caroline declared, dropping her towel to the sand and bending over to straighten it, giving me a front row view of her silky smooth legs and the lower part of her ass cheeks spilling out of her tiny shorts. "It really does." I agreed, under my breath. "Pardon?" she replied. "Oh! I was just agreeing. Nice spot and all that. The sea over there and the sand here." I waffled on. Caroline shot me her cheeky grin and sat down. I passed her the bag and laid my own towel out a few feet to the side of hers. "Breakfast," she declared throwing me an apple. "Why thank you," I replied and bit down into its crisp, slightly sour flesh. "I've got a nice peach you can bite down on afterwards if you would like." She said bursting out in laughter. "Christ! I must have seen one too many porn movies in my time." We chatted for a while enjoying each other's company and the warmth of the morning sun. Caroline was wearing a figure-hugging, black, cotton, camisole-top, showing off her perfect upper body and a pair of very small, white shorts made from a kind of light toweling material. "God it's getting hot," she announced and kneeling upright pulled her camisole above her head. She was right in front of me and I couldn't help stare at her naked stomach and her wonderful breasts as she slipped the top off. She was wearing a different bikini today. It was composed of black and white horizontal stripes. The top was a single band of lycra that hugged her breasts tightly. The briefs were also in figure hugging lycra, cut high accentuating her long legs even further. I suspect I must have stared a moment too long for, when my eyes finally looked up to hers, she was staring straight back at me. She smiled. Next, she stood up, still facing me and slipped off her shorts in one deft movement before sitting down again. "Oh yeah, that's better," she said, once again smiling at me. I was already wearing my swimming trunks. They were black and of the gym shorts type. I did unbutton the short-sleeved shirt I was wearing however and allowed it to drop off my shoulders. It was my turn to catch Caroline eying my body appreciatively and I felt that familiar stirring in my shorts. "Here!" she started. "Turn around and I'll oil you up." I did as I was told as she crawled over to me. My body, reflexively, tightened as I felt her hands touch my shoulders, the cold sun lotion in her palms. I kneeled up so that she could reach the full length of my back. She seemed to be taking a lot longer over applying the lotion than on previous days. I felt her fingertips tracing the lines of my muscles, her thumbs pressing deeply into the tight spots. I let out a little moan and realizing I was enjoying her touch she proceeded to massage my back more thoroughly. "You really ought to find a nice girl to do this for you more regularly," Caroline said, her fingers sliding in and out of my ribs, instinctively seeking out the muscle knots. "I'm sure she would enjoy it as much as you do." As she slipped lower I felt her fingers very slightly slip beneath the waistband of my shorts. My cock twitched and grew hard within moments. Very quickly, her fingers slipped out again, but instead of taking them off my back she slid them around my front and drew them up across my abdominal muscles and up to my pectorals, an oily hand on each, my nipples slipping across her little fingers. She pulled her hands away and standing up, walked back to her towel. "I'll leave you to do the rest yourself... You've got a nice body Joe." She said. "Thank you" I replied, having no clue how to respond. When I finished with the lotion I chucked it across to her and watched as she began to rub it into her skin. Feeling a little self-conscious of myself watching I slipped on my sunglasses and lay down on my front, aware of my hard prick pressing against my abdomen. I turned my head towards her, hoping she would be unable to see if my eyes were open or not. I don't know whether it was because of my heightened state of arousal, but I was sure Caroline was taking longer than usual to apply the sun lotion to herself. She took her time to smooth it into her arms in long strokes, doing the same with her legs raising each one, one at a time. She gently rubbed it into her chest, allowing her fingers to slip beneath the edge of her bikini top. Eventually she lay back to sunbathe and we remained that way side by side, in silence for several minutes. I had managed to calm myself enough that I dared to role over onto my back and was just dozing off in the heat when I heard Caroline ask in a deep lazy drawl, "Joe?" "Yes?" I replied, mimicking the questioning way she spoke my name. "I want to do my back now. Could you be a sweetheart and rub some lotion into it?" I didn't need to be asked twice and brought myself upright moving over to her on my knees. She smiled up at me, an arm draped across her forehead to shade the sun from her eyes. "Thanks," she said, letting a hand slide down my thigh. Here we go again I though, feeling my cock twitching in my shorts. Caroline slid over onto her front and pulled her hair away from her neck, exposing as much of her lightly tanned skin to me as she possibly could. I squirted a dollop of the cream on to the tip of the fingers on each hand and lightly touched her shoulders. She drew a short breath when the cold lotion met her hot skin. I apologized and she told me that it felt wonderful. I rubbed the lotion along the thick, smooth cords of her shoulder muscles and then down into the hollows below. I used my thumbs to coat her neck in the oily liquid applying a little pressure to the muscles either side of her spine. "Mmm," she moaned as I massaged the sun cream in. I let my fingertips lightly trace their way down from her neck with a feather light touch. Squirting yet more of the sticky white lotion into my hands I then began to apply it to her upper back. I dug my thumbs deep into the muscles next to the shoulder blades and again she let out a moan. "God you are good at this," she purred, as I began sliding my palms upwards and outwards. I allowed them to slide across her upper arms and down her sides. I looked down at her skin glistening golden, tiny, creamy freckles brought out by the sun dotting her shoulders. I allowed my hands to slide lower and made a point out of stopping along the upper line of her bikini top. Moving my hands down to her waist and applying yet more sun cream to them I slid them across her lower back, coating all exposed skin before pressing my thumbs deep into her flesh and moving them upwards in little concentric circles either side of her spine. Once again, I stopped as my fingers reached the lower edge of her top. "Hang on," she said and arching her back she slipped her thumbs underneath the elasticated material, stretching it wide and slipping it upwards and over her head. I momentarily caught a glimpse of her magnificent breasts hanging free before she lay back down on her front. My already swollen dick throbbed with excitement. Caroline rested her head on her folded arms and had her face turned towards me, but as she was wearing her dark, sunglasses I could not tell if she was watching me or not. So that I could allow my hands to apply smooth, even strokes up her spine, I straddled my legs either side of hers. I held myself upright enough that I was not really touching her, but as I swept higher and higher upwards I leaned into her and allowed my stiff cock to press against her ass. She didn't seem to mind and the self-satisfied smile stayed in place on her lips. I pressed the heal of my palms deep into her flesh as I slid upwards, this time pushing myself quite firmly into her. There could be no doubt she must have felt my prick pressing into her ass, but she said nothing and just moaned again under the pressure of my hands. Not really knowing what to do next, she was my best friend's mum and I was not about to risk making a fool of myself by making a move on her that she would probably reject, especially as we had almost three weeks of travel left together, I allowed my hands to come to a rest against the small of her back and said, "All done." "Mmm, Joey," she moaned through almost closed lips. "You are going to make a lot of girls very happy and very wet." I clambered off her and slid, as surreptitiously as possible with the biggest hard on of my life, back to my towel. I too lay on my front a mirror image of Caroline. I couldn't tell if she was watching me, not behind her shades, but I was certainly watching her. Her lips ever so slightly parted, her tongue lightly tracing the gap from time to time to keep it moist. We lay there watching or not watching each other for about twenty minutes. I felt as though I could stare at her forever, when she hoisted herself up onto her elbows and turning to me said, "You don't mind if I go topless do you?" "I gulped and managed to say, "Not at all," as my heart hammered in my chest. She grinned and drew herself upwards into a cross-legged position facing directly towards me. I didn't know what to do. I didn't want to look like I was staring at her naked upper body, which of course I was, but I didn't want to turn away like a shy child. I decided to lie as I was, pretending to not have noticed and hoped my flushing cheeks would be disguised as sunburn. Caroline's breasts were better than I had imagined them to be. They were large and heavy and hung downwards only a little. They were almost identical in size and shape, each one moving slightly away from the other and peeking with a large, deep red nipple surrounded by perfectly round, lush areola. I could see the feint tan lines of her bikini, which only highlighted her nudity. My cock was aching beneath my abdomen, thick, almost painful pulsations throbbing in its head. I heard the pop of the suntan lotion cap and watched as Caroline squirted a generous portion into her hands and then began to smear it into her chest. I was transfixed as her hands slid up and down, lightly tracing every curve and line of her breasts, her fingers finally reaching her nipples. She cheekily arched her back a little at this point, thrusting her chest towards me and I watched as her nipples played in and out of her fingertips. When finally she let her fingers fall I could see how pronounced and stiff they had become from her caress. She smiled straight at me and I, involuntarily smiled back. She had caught me red handed. Her smile broke into a grin as she slid herself down on to her back. "Maybe I should have asked for your help then too," she teased. My mind was a whirl. Caroline had always been a tease with me, but surely this was more than just her wicked sense of fun? She had put on a show for me and got me as wound up as a clockwork toy, but what the hell was I meant to do about it..? Nothing, was my answer. I would act as though it were just two friends flirting and having fun together and when I got back to my tent I would unleash the orgasm that lurked inside me like a caged tiger. I twisted onto my back, no longer really caring about the hard on in my shorts and thought about what had happened. If Caroline had been a girl of my age I would have been all over her like a rash, but she wasn't, she was a wife and a mother and what was I to do? Time ticked onwards, as I lay there hard and confused. Finally I heard an "Oi!" and looked around to see Caroline sat bolt upright, once again wearing her bikini top and unpacking the straw bag. "Lunch," she said as she pulled out a French loaf, a ripe, round Camembert, some liver pate, a couple of tomatoes and bottle of the local red. We dragged our towels a little higher up into the tree line to escape the full force of the midday sun. She pored us both a large beaker of wine and holding hers up declared, "A toast! To a lovely day at the beach with a lovely young man." I smiled and gave an elaborate bow and said that the pleasure was all mine. We clinked our plastic cups and drank each other's health, Caroline staring deep into my soul as she drank. I had the, not entirely uncomfortable, feeling that she was reading my mind. We ate and drank and laughed and the tension of the hours before finally began to leave my body. My erection had subsided enough that I was comfortable, but would not leave me entirely. As the wine flowed and we both became a little tipsy Caroline began to ask me about my girlfriends. I said that I did not have one at the moment, which was probably for the best, as I would be moving down to London in September. She agreed, but said it was unhealthy for a young man like me to be without a girl for too long. I concurred and exaggerated the truth that I had been with girls casually since my last relationship broke down. She asked me if I had ever been in love and I replied that I hadn't, but looking deep into her emerald, green eyes, I began to question myself. Finally, as the wine got the better of us both, she said, with that cheeky grin of hers, "So, have you made love to a woman yet?" Of course, I flushed scarlet, but feeling bolder from the alcohol I answered her honestly and said that I had, but only with one girl and we both had been pretty awkward about it. She smiled at me, but with no trace of her mischievous side. It was a warm, caring, dare I say, loving smile. "If I were twenty years younger Joe I would happily share my first experiences with you." I don't know where it came from, but I replied, "I can think of no one I would rather experience it with even if you were twenty years older." Realizing what I had just said I blushed again and sank my head with embarrassment. Caroline just stroked her hand across my cheek lifting my eyes to hers and whispered, "That was one of the nicest things anyone has ever said to me." She leant in and kissed me lightly on the lips and then, standing up said, in her normal breezy tone, "Right! I'm off for a swim. Watch the stuff." As I watched her beautiful, lithe form strolling towards the ocean I wondered to myself if I really was falling in love and then, noticing the demon in my shorts, back to torture me, decided that it was, perhaps, just lust. I dragged my towel back into the sunlight and lay on my back. I must have dozed off from the delicious lunch because the next think I was aware of was the feeling that the sunlight had been, somehow, taken away from me. I opened my eyes blinking to see Caroline's form silhouetted before me. The sun was directly behind her and bleary eyed, I found it hard to see her clearly. I could just make out her sodden hair hanging to her shoulders, wet streaks clinging to her cheeks and again, the naughty grin playing across her lips. She stood, legs apart over my legs, hands on hips and I felt the cold drips of seawater against my thighs. Looking up at her she looked every bit the Amazonian warrior preparing to attack. Then... attack she did. She suddenly leapt down to her knees, one on either side of my thighs and throwing herself forwards, laughing, she grabbed my wrists in her hands, pinning me deep into the hot, dry sand. I didn't try to resist her, but I could feel how strong she was as she held me down. She looked straight into my eyes, that silly grin fixed in place. She looked young and vibrant. She was young and vibrant. All of a sudden, she threw her head down and let her wet hair fall all over my chest and then shaking her head wiped it all over my naked skin. I couldn't help myself from trying to rise up against the cold, wet hair against me, but I really was pinned down properly. The best I could manage was to arch my back, thrusting my pelvis towards her. Caroline eventually sat upright, releasing my wrists, smiling in a different yet more dangerous way now. Her eyes traveled down my torso then her open palms followed. I felt myself shiver with excitement as her fingers stroked across my nipples on their journey downwards. They smoothed their way down and as they reached my shorts they continued. I was slightly relieved that they just missed stroking my hard cock, as my desire would be all too apparent. She finally let them rest against the bare flesh of my thighs, just in front of her own knees. Her eyes rested on the bulge in my shorts and feigning surprise, she asked, "What have you got in there Joey? Is it a present? For me?" I just gulped. Her hands slowly began sliding upwards, only this time I felt them enter underneath the legs of my shorts. I bit my lower lip as they slipped higher and higher. Finally I felt Caroline's right hand smooth its way up the length of my swollen cock, her left hand seeking out my balls, which tightened the moment she made contact. I felt ready to explode, as the object of my lust, for so long, held tight onto my penis. Caroline "Ooh it's a nice one Joe," she whispered as her right hand began sliding my foreskin slowly up and down and her left hand sought out the soft skin beneath my scrotum. "It's so soft and so hard," she declared. Caroline's eyes finally lighted upon my own and she must have seen something serious in mine because she took her hands out of my shorts and placing one to the side of my head to support herself, she stroked my cheek with the other and leaned in whispering, "It's ok Joe. It's what I want." With that she leaned in and kissed me deeply on the lips. I could taste the cold sea salt on her lips against my own and then felt her warmth as her mouth opened mine wide and her tongue slipped deep within my mouth. We didn't kiss for long, but it was as passionate a kiss as I had ever experienced in my life. She sat upright again and I, once again, took in the elegant, beauty of her body. She slid herself lower down my legs and stretching the elastic waistband of my shorts outwards she began to lower them over my cock. "But what if someone sees?" the nervous young man in me questioned. Caroline just leant forwards placing a salty index finger to my lips and shushing me said in voice barely above a whisper, "Have you seen anyone today?" I just shook my head mutely and her hands returned to their task. She pulled the waistband high so as not to snag my prick and stretched it downwards. I raised my ass from the ground and felt myself stripped naked. Once again Caroline's hands returned to my shaft. She was like a child with a new toy as she stroked it, caressed it and pulled my foreskin back exposing the swollen head. "It is beautiful Joey!" she declared, not looking up from it. She slid her body yet further down, not removing her hand from my shaft, until her face was mere centimeters away from it. I could feel her hot breath against the exposed head as her right hand slowly masturbated me. Giving in to the pleasure my head collapsed backwards on to the sand. I suddenly felt Caroline's lips close about my penis' head and felt her remove it again through soft, wet lips. Time and time again she sank her lips over and then slid it out causing a delicious wet slurping noise as it exited her mouth. I had never experienced this sensation before. My previous girlfriends had been too prudish to try, but it was quite the most erotic experience of my life so far. As Caroline took me deeper into her mouth she began to work my foreskin with her hand faster and faster. She would take my dick deep into her mouth and then fixing it tight between her lips would slide them upwards sucking hard all the time. I could feel her hot tongue pressed tight against the underside of my shaft as she drew herself upwards. Her tongue would stroke itself across the tip of my head, tasting my sticky pre-cum as she drew it away. I was in rapture, my head lolling from side to side. I let out involuntary moans as my spasms became more and more frequent. I could feel my ass hole tighten as my shaft convulsed in Caroline's soft, moist mouth. I really didn't want to cum yet, I wanted to make the experience last as long as possible, but was not sure how long I could hold out for. Caroline must have realized I was getting close and obviously having plans of her own she released me from her touch. On hands and knees she crawled up my body, a look of pure, animal lust upon her face. Her lips were set apart and her eyes stared deep into my own, she breathed short gasps as she threw herself on top of me. We kissed deeply and passionately, our tongues writhing with one another. I stroked my hands down her body feeling the soft, damp skin beneath my fingers. The boy in me desperately wanted to touch her magnificent breasts. I slid my hands inside the lycra top and worked them around until I cupped a breast in each hand. I pinched each nipple between thumb and forefinger and felt them stiffen to my touch. I felt Caroline's gasp within my mouth and she shot upright and ripped her top over her head. I could have cum from seeing her tits before me alone, but fought the urge. She grabbed my hands and thrust them back on to her breasts. She arched her back and moaned as my fingers teased the stiff, red buds of her nipples. My cock was pressed tight between Caroline's legs and I ached to let it enter her. Almost reading my mind Caroline stood up and slid off her bikini bottoms exposing the first, and by far the most beautiful, hairless pussy I had ever seen. She knelt above me and taking my rock hard cock in her right hand began to slide it up and down against her slit. I could feel her hot moisture beneath and pressing my hips upwards I longed to slide deep inside, but she wouldn't let me. With eyes closed and trembling lips, Caroline continued to masturbate herself with my dick. She would slide it up and down and then in a circular motion as it reached the top. I watched her face as she moaned and bit onto her lower lip. Finally, she opened her eyes and they met my own. She grinned that grin under hooded eyes and I grinned back at her. I felt my cock being positioned against her opening and felt her soft lips begin to part as she bore down on me. She dropped herself down with some force and I thrust my hips forwards as I entered her. We moaned in unison. I, from the hot, ravenous hunger of her pussy as it sucked onto my shaft and she, from the feeling of my swollen, pulsating penis sliding deep within her, pressing tight against her inner wall. Caroline drew herself upwards, allowing me to slide all the way out of her. I could see my shaft glistening with her juices as she, once more, grabbed it and worked it between her lips before sliding down its length. "Fuck!" she moaned, eyes tight closed, teeth and tongue playing with her lips." That feels too fucking good." The best I could muster was a "yes," through my parched throat. Caroline was very much in charge here, which was how I wanted it. She increased her pace as she slid up and down on me and all I could do was to thrust myself deep in to her at the last moment of each thrust. It seemed to be working as Caroline's moans became more and more frequent and more and more intense. At one point she opened her eyes and looking into mine laughed through clenched teeth, totally lost in the moment. I could feel my cock pulsing away, the shocks of pleasure, firing from the base of my spine to its very tip. I worried that I would cum before Caroline got what she wanted out of me and was actually quite relieved when she lent backwards, bending my penis with her. It was almost painful, but deliciously so. It did, however, take me that little bit further away from my orgasm. Not so for Caroline however. She had her hands on the top of my thighs; her sharp nails clawing at my flesh as she thrust herself up and down. In this position I could see my thick shaft entering and being drawn out of Caroline's beautiful, naked cunt. My cock was pressing hard against the inner wall of her vagina as she thrust harder and harder. I could hear Caroline moaning loudly on every exhalation and knew she must be getting close to her climax and as her deep, guttural moans became high pitched, breathy cries she suddenly stopped with me deep inside her. She leaned that little bit further backwards and I thrust my hips that little bit higher, reaching up and squeezing her nipples tight. I felt her strong pussy walls gripping and contracting rhythmically around my member. She was silent, momentarily, holding her breath and then shuddering, she finally exhaled letting her deep vaginal orgasm surge through her body. Finally, as the waves of pleasure began to subside, Caroline looked at me and smiled a smile that offered complete surrender to me. I don't mind admitting, my own pleasure withstanding, I felt proud. It was the first time my dick had caused a woman to orgasm. "Fuck Joey! You are something else," she said flopping down on top of me and I really did feel as though I was. I reveled in the pressure of her weight on top of me, our sweat mingling and our skin sticking to one another. At that moment I felt I could stay that way forever, but soon enough I felt my hard cock begin to twitch inside of her, reminding us that it wasn't over yet. Caroline rolled off me with a grunt and lay flat on her back on her towel. "Come on then big boy, your turn," She joked, but it was the joke of complicit lovers and not one of her teases. She lay there, legs raised at the knees and slightly more than shoulder width apart. I climbed to my feet and stood over her. The sight alone of her naked body, of her big red nipples, of her smooth, hairless pussy, lips slightly apart and glistening with moisture was enough to make me cum, but I wanted nothing more than to slide my dick inside of her, in this position. I fell to my knees and leaned into her. Caroline reached for my shaft and guided it to her opening. "Slide that big old thing of yours deep inside me Joe she said, eyes closed, a look of rapture on her face. She was fooling around again, but I knew she really did mean it. With one smooth push from my hips I parted her lips and slid my cock deep inside of her. It was my turn to cry-out, as the sensation was too incredible to describe. I just lay there my dick as deep inside her as it would go and leaned into her kiss. She received my tongue gladly and we lay there, French kissing like the young lovers we felt ourselves to be. Eventually, I could take it no more and I hoisted my self up, arms locked straight, palms sunk into the sand and began to thrust my dick in and out of her glorious pussy. The sensation as Caroline's cunt sucked my cock was like heaven, a hot wet heaven. I steadily increased my pace, the pair of us giving into our animal desires and moaning with intense pleasure. Caroline drew her legs further up and further apart so that I could slide as deep inside her as possible. My groin rubbed hard against her clitoris as I thrust faster and faster. I heard Caroline's gasps coming quicker and quicker and guessed that she must be nearing climax again. With that, I let myself go, pumping harder and harder, hearing myself letting out involuntary moans with every stroke and then it began... Suddenly, I stiffened. I arched my back, my cock thrust deep inside Caroline and felt the spasms coming. My arms twitched as pulses fired from my anus up the length off my cock, shooting cum deep inside. I could feel Caroline's pussy gripping me like a vice. I was dimly aware of her crying out beneath me as time and time again the shocks ripped through me. As they began to subside I became more aware of the woman beneath me. Her head was thrown back and her mouth was open and she was moaning more and more calmly with each pulse of her pussy against my cock. Eventually, I flopped to my elbows and buried my head into Caroline's shoulder. The two of us lay there without speaking, desperately trying to catch our breath, as my prick slowly softened inside of her. When it finally was too soft to remain inside I flopped onto my back and lay next to her. "Jesus!" I gasped. She gently reached her arm across to my cheek and pulled my face to hers. We stared into each other's eyes, deep and lovingly. She smiled and my heart nearly broke. She kissed me lightly on the lips and what she said next, I will never forget. She stroked the hair back from my ears and began. "That was wonderful Joe. Thank you! What we just did was something very special indeed. Neither of us ever need feel guilty. Geoff and I love each other and we have an understanding about certain matters. I know you love Pete and would never wish to hurt him and you never have and you never will. He won't find out about this, which is how it should be. I love you too Joe and always will. I feel privileged by what you have just given me and honored to have experienced you completely. I hope you feel the same about me." I did and she knew that. When we finally made our way back to the campsite, laughing and fooling around like always, we found Geoff and Pete waiting for us, cold bottles of bear in hand. Caroline was right, nothing had changed, I didn't feel guilty at all and we all carried on as normal. We compared notes on the day's events, leaving out certain details and planning the next stage of our journey. One thing Pete and I did agree on was that the local girls were a bust and that it was time to move on. That wasn't the last time Caroline and I made love during that holiday, nor indeed after that, but, strangely enough, our relationship always remained as it was with love making as an extra. In a way it almost felt like a natural progression for my role within their family. I loved Caroline, but instinctively knew that if she were to love me things would have to carry on as they always had, she, Geoff, Pete and myself. FIN AUTHOR'S NOTE: I thought about writing this story in American English as the vast majority of readers will, indeed, be American, but as I am British I eventually thought it best to stick with what I know best. It would be insulting to assume that an American wouldn't understand the quirks of the British version of the English language. The only word I do Americanize (apart from certain spellings that my Americanophile spell checker takes charge of – see previous word) is "ass". For some reason I think of an "ass" as being a round, toned, peach-like thing of beauty. An "arse" however conjures up images of something big and flabby that you sit on the toilet with. Am I insane? Perhaps. I hope readers enjoy the story, which has some elements of truth in it, and please feel free to leave constructive comments. Jonathan Caroline Me and Caroline had been friends for what seemed like forever, we'd met at secondary school when we were just 11 and had been drawn together by a love of the outdoors. We got older and our tastes became more adventurous, this not exactly being the fashion amongst our friends we ended up regularly climbing together and now today as twenty somethings we still spend many of our weekends together on mountain sides. There had never been anything more than friendship between us, we never said it but thought of each other as the siblings neither of us had had and indeed both of us had relationships elsewhere from time to time. Despite this brotherly relationship I was aware though that she had a pleasant athletic build that I always secretly thought about exploring. Given the amount of outdoor stuff she did this was inevitable. This thought I had always put to the back of my mind, always convinced that it would never happen and never be a good idea either. A few weeks ago all that changed! Both of us had been single for sometime and I for one was feeling pretty frisky. We had spent a day out climbing together and were camped on a remote mountainside. As we settled down to sleep I had a raging hard on, brought on by nothing more than sex starvation. I was lying on my side while Caroline wriggled settling down. As she did so her shapely and glorious firm arse pushed against my groin and she felt the unmistakeable bulge of my penis, hard and long. She paused for a moment, seemingly shocked but and then said quietly, but in a very meaningful way, "Is that what I think it is?" I was embarrassed and said nothing, for once in my life lost for words. After a few seconds though she clearly lost patients waiting for an answer and started to rub her arse up and down against it again and again to get her own answer. Even through two sleeping bags this felt dam good and I let out a little whimper of pleasure. "It's exactly what I think it is" she said with a tone of quiet satisfaction. "Oh, please don't tease," I pleaded, although not really meaning it, "Or I'm not going to want you to stop." And she did stop, but she then rolled over to look me straight in the eye. It was still half light in the tent and I realised just how amazing she looked, smouldering dark eyes and long wavy black hair cascading over her shoulders. I always knew she was fit but now she was incredibly beautiful as well, and the look on that beautiful face was one of deep rooted desire and lust, an epic turn on for me, my bulge growing even harder at the sight. "Who said I was teasing?" Her tone was soft and expectant and with that she leaned forward and kissed me full on the mouth. Her lips parted and her tongue rolled lazily in to my mouth, soft, warm and full of unlocked desire. It probed and penetrated, gently but firmly exploring every corner it could reach and the moment it slipped out I returned the favour her mouth moist and inviting. This was clearly going to be more than a goodnight kiss now and as we shuffled closer her hand reached out and undid the zip on my sleeping bag. Her soft hands wandered across my torso, tracing the outline of the muscles, stroking the fuzz of chest hair, her nails brushing over my arms, giving me goose bumps of anticipation. Eventually her hand ran over the outside of my shorts where my penis, now hard as concrete strained to be released. Her long supple fingers tantalised and teased on the outside before finally she started to push them down inside. I wasted no time in pushing them right off, leaving 7 inches fully exposed to the air. Her hand gripped the shaft and pulled up and down slowly, using the first drops of my pre cum to lube it up. I let out a moan of sheer ecstasy, I hadn't been touched full stop for months and never with such wonderful soft hands as these that felt like they might just extract every ounce of cum I had to give. Hungrily I unzipped her sleeping bag and slipped my hand up her t-shirt, stroking her curved flanks, letting my fingers explore her tummy, finally pushing higher to find that the bra I had expected was not there! Her milky white breasts were firm and her nipples hard as peanuts. I ran my fingers softly over those fleshy curves and as I ran my finger tips over her hard little buds she moaned out in pleasure and ripped off her top all together. I buried my face straight away in her tits, kissing, licking, sucking, cramming them in to my mouth like I was starving. They were warm and supple and just the perfect size. Meanwhile Caroline pushed off her pants and thrust my hand down towards her woman hood. As my hand slipped lower I found that she was perfectly shaven, smooth and fresh as I could have ever imagined. For a minute I teased her, brushing my fingers playfully around the top of her thigh, stroking her pussy lips and running my finger nails ever so gently over her pert little arse. Finally I put her out of her misery and slipped a finger insider her tight and by now very wet pussy. In it went further and then I pressed it hard against the front wall and began to stroke, first fast then slow and the fast again. I knew from experience that this could drive girls wild and I was not to be disappointed! She moaned out loud yet again, becoming wetter by the second. By now she had started rubbing the head of my penis, gripping the shaft with one hand, running the palm of the other round the head with the other, nice and slowly, and I could feel it burning with pleasure, each circular movement sending pulses through my body, she seemed to know by instinct how to drive me mad as well but she was now getting similar treatment and she cried out in pleasure, arching her head back, my lips and tongue kissing and devouring her milky neck. There was a connection between us, something primal, something chemical, we knew what the other wanted by instinct and they were going to get it and then some! I changed angle, my finger still at it, her pussy now more or less dripping with her juices but now using my hand as well, rubbing her clit round in circles. She couldn't help herself, she ground her hips back at me, pushing her clit harder against me, jerking, rubbing, groaning, desperate for a release. It went on for what seemed like an eternity, both of us riding a rollercoaster, approaching something explosive but each time backing away. She needed more and took it! Pushing me roughly on to my back she straddled me, her athletic legs taking a firm grip astride me hips. She gripped my penis again and guided it in to her soaking wet flower. Entering her was like an exquisite oil and I gasped at the sensation, her pelvic muscles taking a rock hard grip. Caroline wasted no time, she rocked her hips back and forth, riding up and down on me, oblivious to all except this uncontrollable lust. She leaned forward for me to take a breast in my mouth and suck, her gasps and whimpers turning me on even further making me thrust my hips up as she pushed down, driving my penis deeper and deeper in to her aching canyon. I could feel myself peaking and so could she, her hips moved faster and faster, totally out of control, slamming down harder and harder on to me, I could feel pussy juices running down my hips, just stimulating me further, the look of lust on her face turning me on and driving me further yet in to her. And when we did cum, together, it was like nothing on earth, she grunted like an animal, threw herself backwards, bending backwards, jerking herself off against the rod of iron buried deep within her, using me like a toy. I felt a torrent of cum flood in to her, splashing and slurping, every muscle in my body contracting at once, every nerve ending burning, every desire fulfilled, her body shaking and jerking, a deep throaty moan coming from within her. As our orgasm subsided she leaned back forward, my penis still buried deep inside her, and kissed my deeply, her tongue seeming to have expanded, almost reaching my tonsils. "Thank you," she said with a smile, "I've been waiting to do that since we were 11! And as for that rock climb tomorrow, lets just say I have other ideas about a different rock I want to be straddling......" To be continued.......... Caroline Agrees This is a true story written by Caroline which describes events around our first threesome that took place 5 years ago when Caroline was 25 and just as gorgeous as she is today! When in bed together my husband David used to ask me about my previous sexual encounters with other guys. I'd have to go into detail about the size of their cock, how they fucked me, whether I sucked them off and so on. Whilst I divulged my secrets to him I would be stroking his very erect cock, my recollection of past events turning him on immensely. Sometimes we wouldn't get to love making as he would cum in my hand from being too aroused and I'd have to make do with my pussy being licked to orgasm instead. I did find this quite strange at first, him wanting to know about my past love life as I have absolutely no interest what he used to get up to before me. I put it down to being a man thing and didn't really give it much thought after that. Then one night he asked me if I would ever consider having sex with another guy whilst he watched. I was shocked to say the least and my immediate reaction was to say no! The subject wasn't raised again for about a month when again he asked me. This time I was a little more prepared and asked why he would want such a thing to happen. He just said that it was a deep seated fantasy of his to see me taken by another guy. I said nothing for a while not being very sure how to answer but then said that I would think about it as it seemed to be something of importance to him. The next night I was asked if I had come to a decision about his proposal. I'd have to admit that I had thought of little else that day and would be lying if I said that the thought of what David suggested didn't turn me on a little. I have I said in a very matter of fact way. Okay, I'll do it for you if it's what you really want. Really!! he said, his eyes lighting up. There are some ground rules though I said in a slightly more stern voice. Number one, I can back out at any point. Number two, I have final say on what guy. Number three, you direct proceedings, that way you get what you want out of it and I'll know what's expected of me. Number four, no ass play from either of you, that's stays as a very private thing just between us. Sounds fair David said quick as lightening, following up with – Do you have anybody in mind? One guy did spring to mind Adam, a friend of David's who I'd caught several times giving me admiring glances and someone whose company I was very comfortable in. How about Adam I said in quiet tone. Yeah, good choice honey came the reply. He's said to me on a few occasions that I was a lucky bugger to have such a hot wife so he might be up for it. I'll leave everything to you from now on then I said. Just let me know if and when. Sure sure, not a problem David replied enthusiastically. Nothing more was said for over two weeks and I presumed that there had been a change of heart on David's part until one Thursday evening. I thought I'd invite Adam back tomorrow night, I'm meeting him from work for a few beers beforehand if that's ok with you he said. My stomach leapt a little on hearing this news but I remained calm and said, sure not a problem. That morning when I woke I felt a little ill worrying about the forth coming event that evening. David was his usual self, kissing me goodbye and saying see you later honey – about 9'ish I would guess. Calmly I just said okay, bid him goodbye and shut the front door. The rest of my morning was spent cleaning the downstairs of the house knowing we had a visitor coming. Like he'd care what the house looked like but I had to do something to keep my mind occupied. I made myself some lunch even though I wasn't hungry and ended up throwing most of it away. I started to feel more and more anxious about the whole affair as I started up the stairs to our bedroom where I thought the deed would be taking place. On opening the door there on the bed were clothes all laid out. A skirt and blouse, next to them were black stockings and suspenders, a black quarter cup bra and even some bright red lipstick. On the floor were my highest high heeled shoes with a note pegged to them. Reading the note it said – Just thought you might consider this little lot. bl**dy cheek I thought along with the realisation that there were no knickers on display either!! David must have snuck back upstairs without my noticing to do all of this the crafty little sod! I was not sure what I felt as I stood staring at the assembled collection of clothing on the bed. I soon came to the conclusion though that it stopped me having to worrying about what I should wear. If this is what he wanted me in then so be it. The afternoon came and went and before long my thoughts turned to getting myself ready for the evening. I took a bath, washed my hair, painted my nails and also gave myself a pedicure. All this being done with a tight knot in my stomach. I applied my makeup and used the suggested bright red lipstick, dressed myself in the clothes that were on the bed and then stood in front of the full length mirror to see what I looked like. I quickly came to one conclusion – a tart! I was expecting it though as I quite often dressed in a similar way if David and I were going to have a sex driven evening in together. As I looked myself over I was quite pleased with what I saw. My high heeled shoes giving my slender legs good shape, helped by the fact my legs were predominantly on view from the short skirt I was in. An almost sheer figure hugging blouse that made the most of my modest sized breasts coupled with the fact that my nipples could be easily seen due to the quarter cup bra I was wearing. I turned to look at my rear to make sure I didn't have a VPL (visible panty line) and then smiled to myself forgetting I wasn't wearing any panties. I walked down the stairs wondering if I could actually go through with this as now I was more in a state of nervous anxiety. Once at the bottom of the stairs I glanced at the clock confirming to myself that it was close to 8 o'clock. bloody hell I thought, I have an hour to kill. I headed for the wine rack, grabbed the first bottle that came to hand and poured myself a big glass. Taking my glass and the bottle I went into the lounge and sat myself down on the sofa flicking on the TV in the process. I sat looking at the TV and drinking not really taking in what was on box, just listening for the sound of the front door seemed to keep me very much preoccupied. Before I knew it I had almost finished off the bottle of wine and was now feeling much more relaxed and a little lightheaded. I'd hardly eaten a thing all day and the wine was really taking its affect on me. Then I heard the front door open and the sound of laughter as the two guys made their way in. The house was now in darkness the sun having gone down, the lounge only lit by the light coming from the TV. David called out – are you in babe. Yes I replied, I'm in the lounge and with that I stood up albeit carefully what with the amount of alcohol I had just consumed. As David came into the lounge he hit the button turning on the five lamps dotted around the room. How are you he said with a little concern in his voice. Yeah I'm good I replied, just had a glass of wine whilst waiting for you. David spied the bottle and with a raised eyebrow said just the one then was it. I smiled and said well maybe two then. Adam then appeared from behind David, hi Caroline he said in his usual relaxed way. Where do you hide your opener, we've brought back some take outs – want one? Thanks but I won't Adam I replied knowing that if I had any more to drink I was liable to pass out. You guys sit yourself down and I'll sort out the drinks I said as I walked from the room towards the kitchen. David called out saying that they would have them just as they were meaning not to bother with any glasses. I found the opener, popped the top of off two bottles and headed back to the lounge. All my worrying feelings had gone and I felt very relaxed all helped by the wine that I had drunk presumable. Adam was sitting in one of the armchairs and David was on the sofa. I put the drinks down in front of them and took my place on the sofa along by David. The three of us chatted away about everything and nothing laughing at what was being said and generally having a good time. I made three trips to the kitchen for more refreshments but on my forth trip back Adam had moved from the armchair to the sofa. As I walked further into the lounge David patted the seat in between himself and Adam. I walked over, put down the drinks on the table and then took my place as directed. Crossing my legs I could feel the light-hearted atmosphere had now gone. It was then I realised that the main event of the evening was about to start. David undid his trousers and pushed them down to expose his semi hard cock. He then placed a hand on my thigh and I obviously knew what I was expected to do. With my left hand I took hold of his cock and started to stroke it gently. We just sat there all three of us in silence for a minute or so then Adam did the same thing. Opening his trousers and then pushing them down to also reveal what was a sizable cock. I looked at David for reassurance and he just smiled at me. I slowly moved my right hand over to Adams hard on, lifting it up and wrapping my fingers around its firmness. I could tell straight away that Adam's cock was a little thicker than David's as I didn't really look at it when he first got it out. Now I did have a good look, a good seven inches worth and with a nice shiny head too. Again the three of us just sat there in silence as I worked there cocks up and down in my hands. David's hand on my thigh started to work its way upwards taking my skirt with it as it went showing off the tops of my stockings. Then his left hand came around and took hold of my left breast, straight after Adam did the same thing, both guys holding one breast each. They had obviously discussed what was going to happen and how they would approach things. David then suggested that I should remove my blouse, letting go of the two erections I had in my hands I unbuttoned my blouse and removed it, David taking it from me as I stayed seated. I leaned back into the sofa and resumed my cock play of the two guys, their hands also went back to their positions on my breasts. Both of them squeezing and fondling my tits, every now and again my exposed nipples being trapped between fingers thanks to my quarter cup bra. David then spoke again directing his words at Adam, I told you she had lovely tits didn't I. Adam's response was short – they're gorgeous he said in deep tone. Both men now had very hard cocks indeed and I could feel my pussy was starting to moisten considerably from the nipple play I was getting. David asked me if I would remove my skirt. I stood up from the sofa and started to undo the zip at the back. David then suggested I turn around facing them and to also take a step backwards as well. I turned and moved back as far as the coffee table would allow. Undoing my skirt I pulled it down over my hips letting it fall to the floor. Stepping out of it I bent down to pick it up and tossed it onto the armchair. I remained standing not knowing what was required next, both men sitting looking up at me with their legs out stretched, their stiff cocks waiting to be pleased by me in almost any way they wanted. Adam started to stroke his own cock as he looked me up and down - standing before him in just high heels, stockings and a quarter cup bra. My neatly trimmed pussy very much catching his attention. Isn't she fantastic David said. Damn straight she is Adam replied. David then said, I think we can dispense with the bra honey. Moving my hands behind my back I unhooked the clasp and removed my bra throwing it over to where I had tossed my skirt. Come and kneel down between us David said whilst pointing to the floor right in front of the sofa. I carefully got down on my knees between the two guys and reached out to take hold of their stiff cocks once again, Adam moving his own hand away as mine approached. I noticed Adam's big hairy ball sack starting to tighten as I resumed my cock stroking. As I stroked away on the two cocks holding them upright I looked at David and as I did he stuck his tongue into the side of his cheek pressing it out. I knew full well that this was a sign that I should start to give head. I leaned over to my right towards David's familiar cock and in doing so pulled down on it fully revealing the head. Opening my mouth I licked the head of his cock a couple of times before closing my mouth around it. Moving my head up and down I only took in the head of his cock and a little of his shaft and as I did this I kept up with my stroking of Adam's cock. After a minute or so David thought it would be a good idea for me to do the same for Adam. With that I removed my mouth from David's erection and leaned over to my left. I did the same thing with Adam's cock as I had done with David's, pulling down on it so the shiny head was fully exposed and then after licking it closing my mouth around it. Adam's bigger cock did fill my mouth more than I thought it would have. It also felt good in my mouth as I kept a hold of the bottom of his thick shaft. David then asked me, are you enjoying having Adam's cock here with us honey. Keeping my head down I removed the cock from my mouth and said very quietly, yes I am and with that I proceeded to once again suck on Adam's erection. I sensed Adam's left hand moving towards me, underneath my body until it reached my breasts. He started to fondle them in turn and gently squeezed and pinched each of my nipples until they were both in a very stiff state. I was now in a very high state of arousal myself and could feel my pussy was extremely wet. David told me to come back and sit on the sofa so Adam could kneel on the floor between my legs to fuck me. I did as I was asked and when Adam got up he removed all of his clothing. He then knelt down between my legs, I couldn't have been far enough forward for him so he took hold of both my legs, lifted them up to his shoulders and pulled me forward so I was nearer the edge of the sofa. He moved his hands to my ankles that were up around his ears as the backs of my calves were now placed on the front part of his shoulders. Between my legs I could just see his stiff cock pointing straight up in the air. David then spoke again – I think Adam would like you to guide his cock in for him honey. I did guess as much and reached forward with my right hand to take hold of Adam's stiff pole and as I did Adam lowered my left leg down so my foot was now placed on the floor. This had the effect of turning my body slightly towards David who now had a perfect view of what was unfolding before him. His stocking clad wife in high heels laid out on the edge of the sofa - legs spread wide with another man stiff cock about to be inserted into her wet pussy. Taking hold of Adam's cock I started to pull it downward to my pussy when David said, I think you should tease the head of that cock by rubbing it up and down your pussy first before you slide it in. Again I did as requested, rubbing Adam's cock up and down my pussy getting its head covered in my pussy juice. David took my left hand and placed it on his own cock, I was forgetting that there were two cocks I was meant to be looking after as the attention my pussy was getting took all my awareness. I think you better slip Adam's cock in now honey otherwise he might be shooting cum all over you very soon David said quietly. Aiming Adam's erection he slowly eased himself forward, his cock sliding effortlessly in. He paused for a second then slowly at first he started to fuck my pussy moving his hips back and forth. David's hard on in my left hand was now extremely solid as I continued to stroke off on it. Adam's fucking action built up to a steady constant rhythm his left hand on my right ankle still holding my leg up and his right hand on my left knee keeping it pushed away. I could feel Adam's balls hitting me every time he thrusted forwards, this didn't go unnoticed by David. Take his balls in your hand honey David said in deep voice. I managed to get my right hand around the back of my leg, my arm being just long enough allowing me to cup Adam's balls with my hand. This did impede Adam's fucking of me slightly but he seemed to like the attention his balls were getting. David stood up and removed his trousers, he then stepped up onto the sofa and straddled the top of my head slowly lowering his own ball sack down as I tilted my head backwards. Sticking out my tongue I started to lick at David's hairy balls, his cock standing proudly to attention above them. After a short time of licking David's balls he moved his cock to my mouth, I opened my jaw and he eagerly slid his cock in. Now for the first time I had two stiff cocks in me and I was loving every minute of it. A short time past, the two guys fucking my pussy and mouth until David suggested Adam should fuck me from behind. David pulled away from my mouth as did Adam from my pussy, I stayed put waiting for my next instruction. David said to Adam, grab the end of this coffee table and get it out the way, there stiff rods swaying from side to side as they manhandled the table away. David then politely asked me if I would get on all fours facing the middle of the sofa. I got up and as I did I could feel that my pussy juice had run down and worked its way between the cheeks of my ass, my pussy must have been a sloppy mess for sure. David sat down on the middle of the sofa perching himself on the edge. As I started to get down on all fours David took my head in his hands and focussed my face towards his cock. Adam was soon behind me, my back arched and his cock making its way once again to my pussy. Once in me Adam placed both hands on my hips and started his fucking action again. I then lowered my mouth down around David's upright erect cock. Can you reach Adam's balls David asked? I steadied myself on my left hand and then reached back to take Adam's balls in my right hand. David then reached around my body with his left arm and started to grope at my breasts, pulling and squeezing on them as his right hand rested on the back of my head. David asked Adam, how's Caroline's pussy for you? Adam uttered his first real words since proceedings started – talking about me as if I wasn't there. Fucking excellent, she's is gorgeous. I said you wouldn't be disappointed David replied. The three of us remained as we were for quite a while and then I could sense David building up to cum. I stopped my bobbing and sucking of his cock but he told me not to and I quickly resumed my actions. David then said, I'm about to cum in her mouth and with that the first jet of cum flooded from his cock. He filled my mouth with more and more cum as I swallowed down his complete load. David fell back on the sofa letting out a huge breath of air. This spurred Adam on and his fucking action became more intense. David had agreed with Adam beforehand that he could cum inside me and this was now his main intention. Ramming his cock into me in ferocious fashion whilst I still maintained a hold on his balls I could feel he was reaching his peak. Adam's balls started to tighten in my hand and his cock became that little bit stiffer inside me. Then he released the first of many pulsating shoots of cum deep into my pussy. David was watching intently as I arched my back just a little more to get the last feelings of Adam's erection pressing upward inside me. I could feel his cock starting to decrease in pressure and he slowly withdrew from my well fucked pussy. Caroline Agrees Fucking hell Adam said breathlessly, that was really something! I presumed by that that he had enjoyed it. David leant forward, lifted up my head and gently kissed me then said, did you want to go and get yourself tidied up babe. I got to my feet and walked as steadily as I could out of the lounge, Adam's cum still deep inside me. I climbed the stairs to the bathroom and proceeded to make good the mess that the guys had left me in. I touched up my makeup, ran a brush through my hair and headed for the bedroom. I kept my heels and stockings on, slipped on a pair of panties along with a more modest skirt, bra and blouse. On my return the room was back in order with the guys dressed sipping beer and chatting. David had cleared away my discarded clothes from earlier and had poured me a glass of wine. I sat down and we all started chatting as if nothing had happened. David said Adam was going to stay the night in the guest bedroom to which I readily agreed to. After a couple of hours of drinking and chatting I said I was tired and was going to head off to bed. David said, okay honey I'll be up soon. Adam chipped in with a goodnight of his own and I left them to it. Lying in bed I heard David come in, get undressed and then crawl in under the duvet. He put his arm around me and asked if I was alright to which I said with a smile on my face, I was fine. Was it everything you hoped it would be I asked? Everything and more he said, you were fantastic. I wasn't sure if you were going to be comfortable dealing with us both at the same time though. I presumed from the very start that I'd have to look after both of you together I said. I just did what I thought you wanted which was letting Adam fuck me as I sucked you off. Mind you I was a bit surprised that you had me suck on his cock though. Oh I loved seeing your mouth around his cock exclaimed David. In fact I'd like to see you suck him off and maybe let him cum over your tits. Would you be willing to do that? I thought for a second and then said, sure – if that's what you would really like, I'll suck his cock until he's ready to cum and then he can cum wherever you or he likes. Are you saying that you'll let Adam cum in your mouth or over your face David enquired in a slight state of disbelief. Yes why not I replied. If you want to see him cum in my mouth then I don't have a problem with that. And as for him shooting his spunk over me I really don't mind that either. He can cum over my tits, face or anywhere you like to be honest. David grinned from ear to ear then said, you know I'd like to see that happen come the morning don't you? Yes I thought you might I said. I'll leave it all up to you to decide what you want come morning. And with that I snuggled down and fell off to sleep almost straight away. As I opened my eyes I immediately replayed the conversation David and I had had just before I fell asleep. Lord I though, that was the drink talking, I'm not sure I can do it now in the cold light of day. I sat up naked in my bed considering how to get out of this potential situation when events overtook me. The bedroom door opened and in walked David and Adam wearing only underpants which looked like they were concealing semi hard ons. It seemed as though David's chat with Adam about me sucking him off had got them both partially aroused. Morning both guys said. Hi I replied in a sleepy state pulling a hand through my hair with my tits on show as the covers were only up to my waist. Both guys laid on the bed, one either side of me with David saying are you ready to make good on your promise of last night. I didn't say a word, I just extended my hands out and placed them on the bulges of the guys underpants. I then resigned myself to the fact that I would indeed be taking Adam's cum wherever David had instructed Adam to shoot it. Rubbing away at their covered cocks I could feel them growing stiffer by the second. David lifted his behind up and took down his underpants kicking them off with his feet. I took hold of David's ever growing cock and started to stroke it up and down whilst still rubbing Adam's bulge. Adam soon did the same thing in removing his underwear and as I took hold of his cock it seemed even bigger in the daylight. I started to tease the head of the guy's cocks with my fingers and as I did so David said can Adam suck on your nipples honey as he never got to do that last night. Yes of course he can I said. Adam turned on his side his face level with my breasts as I turned towards him. His hand came up under my left breast and he pushed it up making my nipple extend further forward. He moved his head closer until he was able to lick and suck at my nipple making it become very stiff. After a few minutes of having my nipple sucked David said, I think Adam would like to fuck your mouth honey if that's okay with you. This was a slight change to what I had agreed too, I thought I was just going to be sucking Adam off not taking a mouth fucking as well. But nevertheless I agreed to it, where would you like me I asked. On your back with your head off the end of the bed I think would be best David replied. Both guys got off the bed their hard cocks ready to be looked after again by me. I laid on the bed as per David's request, my head fully hanging down over the side awaiting Adam's attention. Adam knelt down in front of my face, I stared at his erect shaft as it came ever closer to me. Opening my mouth Adam guided his cock in, his balls hanging down before my eyes. David in the mean time pulled away what covers were over me, spreading my legs apart he knelt beside me and started probing at my pussy with his fingers. I knew for sure he was going to enjoy watching the mouth fucking I was about to get from Adam. Adam started building up his momentum thrusting ever deeper and faster into my mouth. I raised both my hands up and placed them on the tops of his thighs in a vain attempt at holding him back. He was now really getting deep into my mouth almost making me gag on his cock. David spoke out, that's it – really give it to her hard, she loves cock don't you Caroline. All I could manage was a stifled moan as Adam with his hands on the bed fucked my mouth at a furious pace. He kept up this pace for at least 30 seconds or so stopping every so often and then starting again, every thrust making me almost gag or choke until he slowed to a standstill for the last time. He pulled his cock out of my mouth and with it came a thick strand of my saliva. His cock too was also covered in thick saliva some of which had made its way down over his ball sack. Hard work is it mate David said. Adam's breathless reply was – Christ yes, I'm knackered. Why don't you have a lie down on the bed to recover and I'm sure Caroline would be happy to sit on your cock whilst you get your breath back hey Caroline. Yes I said, if that's what you'd like. With David sitting at the end of the bed Adam laid himself down. I started to climb onto Adam and David suggested I turned to face him keeping my back to Adam. I turned myself around then positioned my pussy over Adam's cock. Reaching down I grabbed Adam's saliva covered hard on pulling it upright. I slowly impaled myself onto Adam's cock. David sat there taking in the view of his wife sitting on another man's cock as he stroked his own. I started to motion up and down on the erection that was inside me. David then said, is that nice honey, you look like you're enjoying it. Biting my bottom lip I just gave out a hmmm noise as I kept up my steady pace. After some time David asked Adam if he was ready to receive more cock sucking attention. Hell yeah said Adam enthusiastically. I looked at David for his direction. He got up and started to arrange some pillows at the head of the bed. Come and lie down here babe he said. I moved to where I was requested, on your back honey David said. On lying down with my legs flat on the bed my body was at an angle of about 45 degrees thanks to the way David had arranged the pillows. That should do you quite nicely Adam, David exclaimed. Looks pretty good to me Adam replied. Adam then knelt on his right knee as far up my body as he could whilst placing his left foot down on the other side of my body. His erect cock and saggy balls were only a matter of inches away from my face. David then suggested that I clean up Adam's ball sack with my mouth. I wasn't totally sure what he meant by that so I just started to lick his balls. They were covered in a combination of my saliva and pussy juice. Then from nowhere David produced a camera and started taking picture after picture of the pornographic scene on view to him. Try getting those balls in your mouth honey David said. Adam kindly edged forward a little and I opened my mouth as wide as I could but they were too big to both fit in. I managed to get one of his testicles in my mouth but having never done this before I wasn't quite sure what to do so I just gave it a gentle suck. David continued clicking away with his camera as Adam slowly lifted himself up a little. I let his testicle slowly leave my mouth but also kept a little bit of sucking pressure on it for good measure as it exited. Adam then moved slightly to his left inviting me to take his other ball into my mouth, this I did again. That's beautiful babe David said. Now let's have a few shots of you with that cock in your mouth. Adam moved away a little as I pulled down his stiff cock to my mouth. Just lick and suck on his head David said. I did as I was asked, all the time David taking more and more pictures of his young wife making love to another man's cock with her mouth. Thinking for myself for once I managed get my right hand in just a position which allowed me to cup Adam's balls, my left hand still holding down the erection that wanted to spring up. Then Adam spoke up for a change, wank my cock as well please Caroline he said politely. I started to stroke his cock as I continued to gently squeeze his balls whilst licking and suck the head of his cock. After about three or four minutes of this attention that Adam was receiving I could feel his balls moving and tightening up. Knowing the moment was getting closer I quickened my wanking motion on him. Then about thirty seconds later a huge shot of cum propelled itself from Adam's cock straight into my mouth. I opened my mouth wide for the second load and Adam fired it straight in hitting the back of my throat. I then closed my mouth pointing his cock at my face still wanking him off for the third shot. As his cum fired out again it streaked up my face and into my hair as did the fourth shot. The remainder of his load was less powerful and just splashed onto my face and lips. Once Adam had finished I took his cock one more time into my mouth and sucked out any cum that was left in his shaft. Adam then rolled away back onto the bed breathing heavily saying, fucking hell - she's incredible. The next thing I knew was David a few inches away from my face wanking his cock very fast. Opening my mouth slightly he started to cum, shot after powerful shot of sperm covered my face, some of it going into my mouth. He must have been so turned on as I thought he'd never stop. Eventually he did and said oh baby you're wonderful, don't move as I want to capture you just as you are. Grabbing his camera he took more photographs of me with cum in my hair and of course cum all over my face. Oh that's so excellent he said, can I get you something to clean yourself up with. No it's okay, I'll go and clean myself up I said. I swung my legs over the edge of the bed, stood up and then took care not to walk into anything as my vision was rather impaired from all the sperm. I had a quick shower, washed my hair and brushed my teeth. Wrapping a towel around my wet hair I put on my bathrobe and went back to the bedroom. David was sitting up in bed looking at all the pictures he had taken. He looked up at me and said, honey you were terrific, thank you so much. You're welcome I said with a slight grin on my face. Where's Adam I asked? Gone back to bed, you've exhausted him I think David said with a smile on his face. So I'm presuming what just took place was the kind of thing you had in mind I asked in a curious manner. God yes came the reply. What would you say to more evenings and possibly mornings of the same kind David asked. If it makes you happy hun then I'm here to please and with that I turned and walked downstairs to eat what I thought was a well earned breakfast.