Date: Wed, 11 Mar 2015 18:58:38 -0400
From: numlfl C <numlfl@hotmail.com>
Subject: The Photographer's Assistant - Part Seven

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

     The Photographer's Assistant
     Part Seven

By Chris

      Caroline came back to her suite early surprising Sheila who was
working on some of her photos that she had taken a while back but never got
around to working on.

      "What you doing home so early?" Sheila asked not looking away from
her laptop.

      "Have you forgotten already?" Caroline asked as she came over to her.

      "Forgotten what?" Sheila asked confused but Caroline's grin told her
that it really was something she should have remembered.

      "This my forgetful friend," Caroline said laying her phone onto the
keyboard of Sheila's laptop.

      Sheila looked down and she saw the name Mac and a picture showing an
older man with graying hair. Sheila figured that Mac looked much older
now. "Oh yes," Sheila replied with a grin.

      "After all the fuss you made yesterday, I can't believe that you
forgot."  Caroline said with her hands on her hips showing her disapproval.

      "I'm sorry, I just got caught up with my photos; you know how I
get..." Sheila said in her defense.

      "I know," Caroline said with a smile suddenly appearing. "Now call
him!" She added impatiently.

      "Okay!" Sheila said smiling back.  As she reached to pick up
Caroline's phone she began to feel nervous as she really didn't know what
she was going to say to this strange man. But she had demanded to talk to
Mac and now she had to do just that.

      She picked up the phone, touching the icon to make the call. The
phone rang several times before deep male voice that belied his years, "Hi
there Tinker Bell, how you doing?"

      "Tinker Bell?" Sheila said aloud turning to see Caroline's cheeks
turning red and she realized that Mac thought it was Caroline calling him
and from the look of embarrassment on Caroline's face, she was Tinker Bell.

      "Who is this? What are you doing with Caroline's phone?" Mac demanded
with obvious concern in his voice.

      "Oh I'm sorry, this is Sheila, Caroline's friend, you're working on
my car," Sheila said quickly to alleviate Mac's concern.

      "Oh, then I guess you want to know about your car," Mac said with his
voice becoming friendly and strangely very reassuring like when she was a
little girl, scared of a thunder storm and her father holding her as he
told her some story to alleviate her fears.

      "Yes sir and also to make sure that you don't do anything more than I
can afford," Sheila said seeing Caroline frown at her while shaking her
head "No."

      "Now I just started looking at it and you definitely need a new
timing chain but I see several other things that need attention..." Mac was
saying and Sheila wanted to interject her objections right then however Mac
never gave her a chance.

      He began to tell her how he was worried that if she drove it to New
York as Tinker Bell had told him then she might find herself stranded. He
talked about new belts, water hoses and maybe a new water pump. Again
Sheila wanted to say something to stop him but then he started to talk
about his grandson and how he was just licking his chops to tear into her
car. This was the perfect car for his grandson to learn what he had wanted
to teach him.

      Sheila was now feeling like if she told Mac to just fix the timing
chain then she would be depriving him of some quality time with his
grandson whom he obviously loved so dearly. When Sheila finally got off the
phone from Mac, she had pretty much allowed Mac to do whatever he
wanted. The only thing that she insisted upon was that he had her car back
by Thanksgiving so that she could go home to spend the holiday with her
family.

      When she turned to give the phone back to Caroline, she saw that
Caroline had this smug smile on her face knowing that she had gotten her
way and there wasn't a damn thing that Sheila could do about it. However
Sheila now had something on Caroline and she was damn well going to take
advantage of it.

      "Tinker Bell?" Sheila asked raising her eyebrows.

      Caroline blushed again, "Oh that is something that ONLY Mac is
allowed to call me."

      "And now me, Tinker Bell," Sheila said grinning.

      "Oh god I knew I should have talked to him first, I never thought
about him thinking it was me on the phone," Caroline said taking the phone
from Sheila.

      "So how did he come to call you that?" Sheila asked pulling Caroline
to her, making her sit on her lap with Caroline's legs straddling her legs.

      "When I was about seven or so, I saw Peter Pan on TV and I fell in
love with Tinker Bell. I made Nanny Kay make me an outfit matching the one
Tinker Bell's wore and that is all I would wear. That was also about the
time that Mac came to work for my farther. He had three daughters so he
knew all about little girls fantasies and he was kind enough to play along,
calling me Tinker Bell even allowing me to sprinkle him with my pixie
dust." Caroline said smiling softly.

      "He sounds like a nice man," Sheila told her.

      "He is, he's was more of a father to me than my real father was,"
Caroline said.

      "I'm glad," Sheila said softly pulling Caroline to her giving her a
long tight hug.

      "Mac has a way of talking you into doing what he thinks is right
doesn't he..."  Caroline whispered as she pulled back.

      "Yes Tinker Bell, he does," Sheila said grinning back at Caroline who
began to blush.

      "Don't call me that, Mac wasn't supposed to tell you what he calls
me," Caroline said.

      "Okay Tinker Bell I won't," Sheila said still grinning.

      "Hush, I'm not Tinker Bell," Caroline said blushing more but also
grinning too.

      "Yes you are, you're my Tinker Bell," Sheila said putting her hands
to Caroline's sides to tickle her and she did.

      "Quit!" Caroline said giggling as she tried to push Sheila's hands
away.

      "No Tinker Bell," Sheila said tickling Caroline harder, to the point
that Caroline began to slip off of her knees.

      Sheila grasped Caroline's hips to soften her fall and to do that, she
had to slip off her chair onto the floor with Caroline, ending up on top of
her. Caroline was still giggling even as she lay on the floor; however her
giggles began to end when Sheila lowered her lips to Caroline's lips. She
kissed her softly, ending Caroline's giggling as she began to return the
kiss. Sheila felt Caroline's hands at her shoulders gripping them tightly;
Sheila parted her lips getting Caroline to do the same. She felt Caroline's
tongue seeking out her tongue so she eased her tongue out until it was
touching Caroline's tongue. Sheila heard Caroline moan into the kiss while
she was doing the same. Sheila could feel Caroline's heart beating fast and
hard while her breaths came faster. Sheila continued the kiss long past the
time that her body told her that she needed to breathe, she just didn't
want to end such a passionate kiss.

      Finally Sheila had to end the kiss and they both gasped for breath
but only one for Sheila just had to kiss Caroline again so she did. This
kiss was shorter but just as passionate before Caroline pushed Sheila away.

      "Make love to me," Caroline said as she gasped for another breath.

      "I will my darling Tinker Bell," Sheila said giving a light kiss to
Caroline before she got up and then she reached down to help Caroline up.

      Caroline didn't complain about being called Tinker Bell but then
again Sheila didn't give her time as she took a hold of her hand leading
her to Caroline's bedroom. Once there, she turned to Caroline giving her
another light kiss while she began to unbutton her blouse. She kept giving
Caroline those light kisses until she had her blouse unbuttoned and pulled
out from her jeans. She pushed Caroline's blouse off her shoulders letting
it fall to the floor. Caroline's bra unhooked from the front so it was easy
to undo and she slipped the bra off of Caroline's shoulders letting it fall
onto Caroline's blouse. Caroline started to reach to Sheila's old sweat
shirt, however Sheila dropped down to her knees so that she could undo
Caroline's jeans. She opened then to see Caroline's white cotton panties
which made her pussy twitch.

      She pulled Caroline's jeans down, helping her to step out of
them. She was now staring at a distinct damp area at the gusset of
Caroline's white panties. The panties fit snug against Caroline's pussy
thus outlining Caroline's lips. Sheila reached out letting her index finger
trace its way up Caroline's slit feeling the dampness through the cotton
panties. When she got to Caroline's clit, she teased it though the cotton
material getting a moan from Caroline. As much as she loved seeing Caroline
in tight white cotton panties, she wanted to see her out of them right at
this moment.

      Sheila hooked her fingers into the waistband pulling them down. When
the top of Caroline's pussy came into view, she gave a kiss there getting
another moan from Caroline. Sheila kept kissing Caroline's pussy while she
pulled those panties on down, holding them for Caroline to step out of
them. Caroline opened up her legs inviting Sheila in and Sheila took her up
on the offer. Sheila put her hands onto Caroline's ass cheeks pulling
Caroline's pussy to her mouth.

      She felt Caroline's hands on the back of her head holding her at her
pussy and holding herself up. Sheila gripped Caroline's ass cheeks tightly
as her tongue probed in deeply into her pussy. Caroline's juices were
flowing freely and she licked them up. She moved her tongue in deep and up
to Caroline's clit getting her to moan before she stopped short of letting
her cum. Sheila went back to Caroline's pussy getting to those wonderful
juices. When her tongue got back to Caroline's clit, she formed her lips
around it, sucking it into her mouth. Sheila let her fingertips slip deeper
between Caroline's ass cheeks to where they were now lightly teasing
Caroline's cute rosebud. That seemed to send Caroline past the point of no
return. Sheila felt Caroline's body go stiff so she quickly stood up while
holding onto a limp Caroline, easing her back against the bed and down onto
it as the orgasm coursed through her body.

      Once she had Caroline safely on the bed, Sheila stripped out of her
clothes, throwing them to the floor. She got up onto the bed, laying down
on top of Caroline who was just coming back to life. She gave her a soft
lingering kiss feeling Caroline's arms going around her. She felt
Caroline's hands on her back but they didn't stay there, instead they went
down to her ass where she felt Caroline begin to grip them. She then felt
Caroline pulling up at them.

      Sheila wasn't sure just what Caroline was up to but she went with
it. She gave a last kiss to Caroline's lips before she eased upward kissing
Caroline's forehead. When her breasts were over Caroline's head, Caroline
stopped pulling on her ass cheeks but only long enough to give a kiss to
each of her nipples making Sheila let out a moan. However Caroline's began
to pull upward again and Sheila eased on up Caroline's body. She only had
to go a few inches more before she realized just what Caroline wanted her
to do.

      Sheila put her hands to the headboard so that she could raise herself
upwards until her pussy was over Caroline's head. She slowly lowered her
hips down until her pussy was right over Caroline's mouth. She felt her hot
breath upon her pussy making her shiver and then she moaned when she felt
Caroline's tongue touch her lips where they began to lick.

      "Oh yes Darling, that feels so fucking great!" Sheila moaned feeling
Caroline's tongue slip between her lips going deeper inside of her. She
felt Caroline's hands leave her ass sliding up her body until they were
grasping her breasts. Caroline began to squeeze them as her fingers teased
her hard nipples.

      "Oh fuck you're going to make me cum..." Sheila cried out as
Caroline's tongue reached her clit, licking it while her fingers pinched
her nipples, pulling down on them.

      She felt Caroline suck her clit into her mouth with her tongue
flicking the sensitive nub. Sheila wanted to hold off her orgasm but
Caroline had a way of making her cum before she wanted to, not that she
minded as the orgasms that Caroline gave her were always intense and filled
with love. When Caroline sucked hard on her clit and she pinched her
nipples very hard, Sheila felt the orgasm explode and she lost control of
her mind and body. She felt Caroline sucking hard on her clit before she
only felt pleasure. When she came back to life, she was laying beside of
Caroline who was giving her sweet little kisses.

      "I liked that," Sheila told her wanting Caroline to be comfortable to
do different things on her own.

      "I did too," Caroline replied blushing ever so slightly.

      Sheila put her hand to the back of Caroline's neck pulling her down
for a kiss. When the kiss ended, Caroline raised her head up and seemed to
be studying her. She was about to ask Caroline what she was thinking when
she saw Caroline's cheeks turn red indicating that Caroline was thinking of
something embarrassing to her and since they had just made love, Sheila
figured it was something Caroline wanted to do. Again Sheila started to
speak however Carolina spoke first.

      "I need to pee," Caroline said quickly while slipping from under her.

      "Me too," Sheila said sad that whatever Caroline had wanted, she
could not bring herself to say it. Sheila told herself to give Caroline
time and she would say what she wanted one day soon.

      Caroline returned a short time later, now looking nervous while she
still had that blush to her cheeks. Sheila got up from the bed, stopping to
give Caroline a little kiss on the way to the bathroom. As she sat peeing,
Sheila tried to figure out a way to get Caroline to tell her what she was
thinking. She finished peeing and wiped herself clean, though the thought
of whatever Caroline wanted to do was keeping her pussy moist. She quickly
brushed out her hair before heading back to the bedroom.

      The first thing that Sheila noticed was that Caroline had lit a
couple of candles giving the bedroom a more romantic allure. Caroline was
lying on her side facing her. She was biting her lower lip and appeared to
be very nervous. Sheila stopped in the doorway studying the beautiful and
sexy creature lying on the bed in front of her. Caroline glanced down on
the bed drawing Sheila's eyes to the same place. There lying on the bed was
her strap-on harness with the smaller of the two dildos that she had, lying
beside of it. There was also a bottle of lube from the box that Sheila saw
was now sitting on the floor next to the bed. The dildo that Caroline had
chosen was the right one for her. It was about six inches long and about an
inch and half in diameter. It wasn't too long but wide enough for her to
really feel full. The other one that she owned was a couple of inches
longer and a bit wider.

      Sheila knew she first had to calm Caroline's nerves and make it as
loving and enjoyable experience as possible. So the first thing that Sheila
did was to come to the bed, giving Caroline a soft loving smile as she bent
down to give her a soft kiss, she took her right hand, gently caressing
Caroline's face. Caroline stopped biting her lower lip only long enough to
return the kiss however as soon as the kiss was over, she went back to
biting it. So Sheila then took her right index finger down to Caroline's
upper lip tracing across it to the corner where she paused until Caroline
released her lower lip giving Sheila a smile. Sheila returned the smile
before leaning back down to kiss Caroline once more, letting this kiss
linger. She felt Caroline begin to relax as the kiss continued so she let
it linger even longer.

      When she let the kiss slowly end, she whispered into Caroline's ear,
"I'm going to make this feel so wonderful, I promise."

      "I know you will," Caroline said though Sheila could see that while
Caroline believed her, she was still showing some signs of being nervous.

      Sheila straighten up, looking down at Caroline, she decided what she
really needed to do. "Would you like to help me put this on?" She asked but
she wanted to make sure that Caroline understood that she wasn't really
asking her.

      "Sure," Caroline replied smiling slightly. "What do you want me to
do?"

      "Sit up and help me step into our new toy," Sheila told her giving
her a naughty grin that Caroline couldn't help to respond to and she did
with a giggle.

      Caroline picked up the harness studying it a bit as Sheila stepped in
closer to the bed. Caroline held it out in front of her. "You need to put
the cock into it first," Sheila instructed her.

      "How," Caroline asked.

      "Just slip the head through the ring and pull until it slips into
place," Sheila said watching Caroline's face turn a rosy red when she
picked up the fake fleshed colored cock.

      She wanted to help as she watched Caroline fumble around trying to
get the cock head through the ring and then to pull it into place. Caroline
first tried to do that using just her fingertips like she didn't want to
handle the fake cock too much. Sheila was just about to tell her to grab a
hold of it and pull it through when Caroline figured that out on her own.

      "Perfect," Sheila said giving Caroline a bright smile. "Now hold it
out for me."

      Caroline did so; Sheila put her hands onto Caroline's shoulders so
that she could step into it allowing Caroline to pull it up to her hips
where she took a hold of the front and back, adjusting it slightly to get
it to fit her properly.

      "Now pull the straps in nice and tight," Sheila told her.

      "How tight?" Caroline quickly asked.

      "As tight as you can get it, that way I have full control," Sheila
said feeling Caroline pull the straps in real tight just as she told her.

      "Perfect darling," Sheila said feeling the harness come in tight
against her body with the base of the cock pressed against her clit.

      Sheila put her hands to Caroline's cheeks, bending down to give her a
kiss.  When she felt Caroline's hands on her shoulders, she pressed forward
forcing Caroline to fall back. Sheila released Caroline's cheeks to put her
hands forward so that she could help ease Caroline back onto the bed while
Caroline held onto her shoulders so that they could continue to kiss. Once
Caroline was lying onto the bed, Sheila put her knees up on the bed,
placing them on each side of Caroline's hips.  She used her knees to guide
Caroline onto the center of the bed while continuing to kiss her.

      While she kissed her, she lowered her hips until she could feel the
base of the cock move against her clit so she knew that the head was
touching Caroline's belly. The fact that she could feel Caroline tensing
her body also told her that she cock head was touching her. Sheila opened
her lips, using her tongue to ease Caroline's lips open. Soon Caroline was
returning the passionate kiss and her body began to relax. Sheila slowly
ended the kiss only to begin to kiss her chin and on down to her neck. She
went on kissing her way down to Caroline's chest. She cupped Caroline's
breasts in her hands squeezing them slightly as she kissed first the right
and then the left nipple. Caroline began to moan, pushing her chest up for
Sheila to continuing to kiss her breasts and nipples.

      As much as Sheila was content to stray there, she went on down
Caroline's body kissing her way to the top of her pussy. She caught the
scent of Caroline's arousal; something she was hoping would be there. She
gave a kiss to Caroline's clit getting a moan. She kissed her way down
Caroline's slit tasting her juices that were just beginning to flow. She
began to lick against Caroline's lips tasting her juices but this time not
sucking them up. She wanted Caroline to be very wet and aroused. She used
her fingers to open Caroline up licking inside of her while adding a bit of
her saliva to Caroline's juices though she didn't need as Caroline was very
aroused and producing lots of juices as she always did when Sheila got her
aroused.

      Sheila went up placing her lips around Caroline's clit, giving it a
gentle suck hearing Caroline let out a long moan. As she gently sucked,
Sheila slipped her right hand over to the bottle of lube. She brought it
between her legs and with some difficulty she was able to pour some onto
the hand and probably more onto the bed but it allowed her to put some lube
onto the cock that she was wearing. Once that was accomplished, she gave a
hard suck to Caroline's clit bringing her close to an orgasm to releasing
it before she could gain that release.

      She came on up in the bed keeping her right hand on the cock that she
was wearing. She looked down at Caroline giving her a chance to stop
however Caroline just nodded her assent while she brought her legs up
spreading her knees out opening her pussy for what Sheila was wearing.

      Using her left arm to support her upper body, Sheila leaned down
giving Caroline a soft light loving kiss. She kept kissing her as she
lowered her hips until the head of her cock was at Caroline's pussy. Using
her right hand to guide to cock, she rubbed the head against Caroline's
lips. She rubbed it lightly at first before she pressed her hips forward
allowing the cock head to part Caroline's lips.  She did this until she was
sure that the head of the cock was coated with Caroline's juices. She moved
the head of the cock to Caroline's entrance pressing in just slightly using
her fingers as a guide to know how far she was going in.

      "Oh godddd..." she heard Caroline gasp so she stopped before she
actually penetrated Caroline's pussy.

      She held her place even though the strain of this position was
beginning to be felt in her back. Just as she started to pull back, she saw
Caroline opening her eyes, Caroline gave her a reassuring smile saying,
"Don't stop, I want you inside of me."

      Sheila smiled giving Caroline another kiss, a soft lingering
one. While she kissed her she pressed her hips forward until she could feel
the head of the cock go past her fingers and into Caroline's pussy. There
she stopped as Caroline tensed but for a moment before her eyes opened
again and she smiled. Sheila gave her another kiss as she pressed another
inch into Caroline. This time Caroline didn't tense but seemed to welcome
the feeling of being filled. Sheila pressed a bit more inside of Caroline,
having now to release the cock bring her hands up to help support her
body. Again she stopped to let Caroline get used to the cock inside of
her. This time it was Caroline who urged her to go further by moving her
legs up wrapping them around Sheila's hips. Sheila smiled, giving her a
kiss as she relaxed her muscles letting the rest of the cock slip inside of
Caroline.

      "Oh myyy..." Caroline moaned as their hips pressed together.

      "I'm deep inside of you darling," Sheila whispered into Caroline's
ear, giving her a kiss to her ear.

      "Oh goddd.." Caroline moaned, "Hold me a moment..."

      "I will my darling, I will..." Sheila said giving Caroline a light
loving kiss.

      Sheila kissed Caroline's lips and cheeks giving her lots of kisses
allowing Caroline to get used to having her pussy filled. Thought it wasn't
the biggest cock that Sheila owned, it was the first one inside of Caroline
so any size would feel large. She soon felt Caroline's heels pressing into
her ass so she pulled her hips back an inch or two and then pushing it back
in just as slowly. She paused for a second before doing it again and
again. Caroline just lay there letting her work but then Caroline began to
push back against her like she wanted more.

      Sheila took the hint; she pulled back farther pushing back in
deeper. This got a groan from Caroline however it was a good groan, a groan
of pleasure. Slowly Sheila increased the length that she was using and also
the speed as she soon got into a gentle rhythm. She felt Caroline's nails
begin to dig into her back and her breathing became shallower.

      "Fuck me Sheila, fuck me hard..." Caroline gasped aloud surprising
Sheila however pleasantly so.

      Sheila brought her hips up even further and pushed down hard going
deep into Caroline getting a groan from her and another "Oh godddd...."
Sheila put her hands under Caroline's shoulders so that she could really
drive her cock into Caroline who was raking her nails into her back. Sheila
kept pounding her cock into Caroline who seemed to keep wanting more and
more. Sheila was surprised at Caroline's reaction while glad to see it as
she loved to fuck and be fucked and Caroline obviously was going to enjoy
it too. Just as Sheila really began to pound into Caroline's pussy, she
felt Caroline's body arch and she let out a long moan as a orgasm suddenly
came upon her, hitting her fast and hard.

      Sheila pushed her cock deep into Caroline going in as deep as she
could, holding there while Caroline experienced a long intense orgasm.  She
gave a kiss to Caroline's sweat coated forehead tasting the salty sweat
that was honey to her lips.

      "Oh godddd..." Caroline whispered when her eyelids began to flutter
open.

      Sheila didn't give Caroline a chance to say anything else as she
pulled her hips up, pushing them back into Caroline's wet pussy.

      "Oh fuckkkk..." Caroline gasped digging her fingernails back into her
back.

      Sheila groaned from the pain of Caroline's fingernails but that also
spurred her on, that and the base of the cock that she was wearing was
rubbing against her clit to the point of making it super sensitive. Sheila
felt the sweat forming on her body as well as Caroline's as she pushed the
cock that she was wearing in deep and hard. Caroline's heels were digging
into her ass and Sheila could feel Caroline pushing her hips up against her
on every stroke. The sounds of their hips coming together were like music
to her ears, as well as the moans and groans coming from Caroline's
throat. Sheila felt the clit getting ever so sensitive that she wasn't sure
that she could hold out however Caroline saved her when she let out a loud
moan as she body arched. Sheila drove the cock in deep feeling her own
orgasm crash forth from her clit. Sheila let out her own moan falling onto
Caroline letting her orgasm wash through her body just as Caroline's was
doing.

      When she came back to her senses, she was still lying on Caroline who
had the peaceful look on her face with her cheeks red from the orgasm that
was fading from her body. Sheila carefully raised her hips up pulling her
fake cock from Caroline's pussy which didn't seem to want to give it
up. She turned over onto her back so that she could loosen the straps and
shed herself of the cock that she had just fucked Caroline with. She put it
to the side so that she could roll up against Caroline without it getting
into the way. She wrapped Caroline up in her arms rolling back onto her
back bringing Caroline with her.

      She used her fingers to brush the sweat soaked hair from Caroline's
face so that she could give her a few kisses. A couple of minutes later,
Caroline's eyelids began to flutter before they slowly opened.

      "Oh god..." Caroline started to say but then seemed to be a loss for
the right words.

      Sheila smiled at Caroline knowing what she was feeling so she gave
her a soft kiss to tell her that no words were needed. She gave her another
kiss, this time pressing her lips in harder feeling Caroline return the
kiss with equal passion.  Sheila ended that kiss only to kiss her again and
again before Caroline had to catch her breath. Caroline curled in close to
her and Sheila held her tight as neither of them spoke, just letting the
closeness of their bodies speak for them.

      "Did you enjoy it?" Sheila finally had to ask.

      "Oh god..." Caroline said and then nothing more came forth from
her. Sheila was beginning to worry that she had gone too far when Caroline
found her voice again.

      "It was so wonderful, I never felt anything like it, I felt so full
and it was you filling me, filling me so wonderfully..." Caroline blurted
out.

      Sheila smiled at her, giving Caroline a kiss, "so I guess you want to
do it again..."

      "Definitely... but not real soon..." Caroline said burying her face
against her shoulder. "I'm a little sore..."

      "Darling, I'm sorry I shouldn't have fucked you so hard and long..."
Sheila was saying when she felt Caroline's fingers on her lips stopping
her.

      "I didn't want you to stop; I wouldn't have let you stop..." Caroline
told her before replacing her fingers with her lips.

      "I love the feeling of being sore, it feels like you're still inside
of me," Caroline said blushing, "I love that feeling."

      "Me too," Sheila said pulling Caroline back in tight. Sheila hugged
her for a few minutes, giving little kisses to her lips and cheeks while
her hands caressed her back.

      "You know you surprised me," Sheila whispered to her.

      Caroline pulled back, giving her a bit of a mischievous grin, "I
know; I saw it on your face when you came into the bedroom.

      Before Sheila could ask her why today, Caroline answered her
question, "When I first saw your box, I kept thinking about what it would
feel like to have you use it on me. I tried not to think about it but you
know once I get something on my mind, I have to do something about it."

      "It didn't take me too long to figure that out about you," Sheila
said grinning at Caroline.

      Caroline giggled at that before snuggling back in close to her. They
hugged and kissed for a while before Sheila felt Caroline begin to squirm a
little. "Does someone need to go pee?" Sheila asked.

      "Yes and someone is very hungry too," Caroline said giving Sheila a
kiss before slipping from her arms. "Order us something to eat."

      "Yes ma'am," Sheila said gazing at Caroline cute naked ass as it went
toward the bathroom.

      When the door shut, Sheila sat up, picking up the phone to call room
service.  When they asked what she wanted, she had no clue so she just
ordered a couple of salads hanging up the phone before they could ask what
kind of salad. Sheila got on up, picking up the harness, taking it with her
to the guest bathroom stopping along the way to grab a sleep shirt and pair
of socks. She cleaned off the dildo first before peeing and washing herself
to make herself a bit more presentable.

      "So what did you order?" Caroline asked when Sheila came into the
little kitchen seeing that Caroline had put on a long nightgown.

      "A couple of salads, that was the first thing that came to mind,"
Sheila said with a grin as she took the offered bottle of water.

      "That sounds good, I love their salads," Caroline replied. "So what
did Mac have to say?"

      Sheila sat down at the table, waiting for Caroline to sit down before
she said, "You know he is as conning and devious as you are."

      Sheila watched as Caroline face turned from a smile to a frown to a
bit of anger, it was that moment that Sheila began to talk before Caroline
could say anything, "He first told me that my timing chain was broken and
needed to be repaired. I wanted to tell him to stop there but then he went
and told me how he had his grandson look the car over to see what else was
in need of work. He said it was real learning experience for him and he
planned on letting his grandson do the work as he supervised and
helped. Then he went to tell me all about how his Tinker Bell would come
out to talk to him and help him though she mostly just got in the way but
he didn't mind as she was a sweet child who turned into a beautiful young
woman right before his eyes. By then I had long since forgotten to tell him
not to do anything but change the timing chain on my car."

      As she talked, she saw Caroline's anger at her disappear and a smile
appear on her face, "He does have a way about him doesn't he." Caroline
stated.

      "Yes he does, just like someone else I know," Sheila said reaching
out her hand to Caroline who took it.

      "Who me?" Caroline asked taking Sheila's hand grasping onto it.

      "Yes you my darling," Sheila replied giving Caroline a soft smile.

      Before they could say anything else, there was a knock on the door
indicating that their salads were there. They were indeed very good but
then they were both very hungry too. Once they finished with their salads,
they moved to the living room, sitting on the couch with Caroline making
her retell her conversation with Mac, this time with more detail. Caroline
told her more about her visits with Mac and how she probably was more in
the way but he was so patient with her as she bugged him.

      When they returned to the bedroom, Sheila noticed Caroline eyeing the
box where she had returned the strap-on with the dildo still attached. They
went on to the bed with Caroline getting under the covers first. Sheila
slid in beside of her putting her arms around Caroline pulling her in
close. She gave Caroline a kiss, a soft one when turned into a long
passionate kiss. While kissing her, Sheila turned her body a bit putting
her left leg between Caroline legs. She pressed it down a little feeling
Caroline tense for a second as she let out a moan.

      "You okay?" Sheila asked ending the kiss quickly.

      "Still a little sore," Caroline said adding, "but I'm okay."

      "I don't know; I'd better take a look." Sheila told her.

      "No it's okay," Caroline said however Sheila didn't pay her any
attention as she slipped under the covers.

      "You can't see anything that way," Caroline protested.

      "Sure I can, I got X-ray eyes," Sheila replied just as she slipped
between Caroline's legs.

      "No you don't,' Caroline said giggling.

      "Yes I do, I just never told you before now," Sheila said from under
the covers. She began to pull Caroline's gown up with Caroline raising her
ass up so that it could clear her ass.

      Sheila put her hands to Caroline's inner thighs that Caroline had
opened up for her. Sheila lowered her head slowly as she really couldn't
see with the room dark and her under the covers. When she felt Caroline's
pussy touch her lips, she gave a light kiss to those lips that were already
getting moist. She kissed her way down to the bottom of Caroline's pussy
only to kiss her way back up to her clit, where she sucked tenderly.

      "A kiss cures every sore," Sheila said when she released Caroline's
clit.

      "Oh yes it does," Caroline moaned, "it needs lots more kisses to make
it better."

      "Oh it does, does it?" Sheila asked.

      "Oh yes lots more," Caroline said and a second later she felt
Caroline's hands feel for her head, pushing it back down to her pussy.

      Sheila began to kiss Caroline's pussy tasting her juices on her
lips. When she felt Caroline begin to push her hips upwards, Sheila
switched from kissing to licking, pressing her tongue between Caroline's
wet lips. She licked in as deep as she could, using her tongue to fuck
Caroline's pussy getting her to moan. She used her fingers to gently spread
Caroline's lips so that she could lick in deeper and also enable her to go
up and give Caroline's clit a good tongue lashing, stopping just as Sheila
felt Caroline was about to cum. She went to Caroline's pussy sucking the
sweet juices that she was producing, drinking them down as if they were the
nectar of the gods, which they were to her. She sucked until her got all
that she could get and then returning to Caroline's clit to suck it into
her mouth while using the tip of her tongue to teased the little sensitive
bud until Caroline groaned loudly pulling on Sheila's hair as she came
hard.

      She sucked another second before she went back to Caroline's pussy to
lick up the girlcum that Caroline's orgasm caused her to produce. She
gently sucked and licked which caused Caroline's orgasm to continue giving
her several mini orgasms after the first intense one. She finally relented
allowing Caroline to settle down and recover from her orgasms.

      Sheila came on up in the bed lying on top of Caroline giving kisses
to her lips and cheeks. It took a couple of minutes before Caroline's arms
encircled her and she began to return the kisses.

      "All better now?" Sheila asked.

      "Yes much better," Caroline's replied.

      "I knew my kisses had healing powers," Sheila said with a grin.

      "Yes they do but so do mine," Caroline said and Sheila felt
Caroline's hands go down to her nightshirt pulling it upwards. Sheila rose
up on her hands and knees allowing Caroline to pull her sleep shirt up and
she helped her to get it off of her.  Before she could lay back down she
felt Caroline's hands on her ass cheeks pulling on them, urging her up in
the bed.

      Sheila gave a kiss to Caroline's lips letting it linger until she
felt Caroline pulling harder on her ass cheeks. She ended the kiss, giving
a kiss to Caroline's forehead as she moved up in the bed.

      Caroline stopped pulling on her ass cheeks when her breasts got to
Caroline's head. She felt Caroline kissing the skin between her breasts so
Sheila moved her upper body over to the right so that Caroline could get to
her left nipple. She felt Caroline sucking on her nipple and then biting
gently on it making Sheila let out a moan. Caroline was squeezing on her
ass cheeks but not pulling on them as she sucked on her nipple. After a
moment, Sheila pulled off of Caroline's mouth, moving her body over so that
Caroline could give some attention to her right nipple. Caroline first used
her teeth to nipple on it before sucking it into her mouth. She sucked and
nibbled on her hard and sensitive nipple causing Sheila to moan and she
felt her pussy getting so wet.

      Caroline could obviously feel that wetness as she began to pull on
her ass cheeks and as much as she hated for Caroline's mouth to leave her
breasts, she wanted that mouth on her pussy even more so she moved on up in
the bed. Sheila took a hold of the headboard placing her pussy right over
Caroline's mouth. She lowered her hips down until she felt Caroline's lips
kissing her pussy.

      "Oh yes that feels nice," Sheila moaned when Caroline kissed her
pussy again and again.

      This felt all so familiar to Sheila being in this position just the
night before but obviously Caroline liked making love to her this way and
she sure enjoyed it.  Caroline pulled her lips open and began to lick in
deeper. Sheila moaned lowering her pussy down an inch more. Caroline licked
in deep and hard, sucking and chewing tenderly on her lips. She licked her
clit, teasing it with the tip of her tongue bringing her close to an orgasm
only to stop to lick up her juices just as she had done to her. Sheila was
letting out moans as she felt her pussy spasm and twitch wanting to cum but
she was at the mercy of Caroline's tongue. Finally Sheila couldn't take it
anymore so she shifted her ass back just enough to put her clit into
Caroline's mouth, Caroline knew what to do as she sucked hard on her clit
and Sheila let out a long moan as her clit exploded and she came hard,
getting the release that she so needed.

      She felt her body slipping down in the bed and Caroline helping her
down.  She felt so great as her soul left her to go to the pleasure would,
where Caroline had taken her. When she began to recover, she felt Caroline
kissing her tenderly with her hands caressing her right arm. When she felt
Caroline's lips back on her lips, she returned the kiss opening her lips so
that their tongues could touch making the kiss become very passionate.

      "Let's get this off of you, I want to feel your beautiful body
against mine," Sheila said softly.

      "My body's not that beautiful," Caroline said demurely.

      "Yes it is my darling," Sheila said giving her another kiss before
she rolled Caroline over on top of her. She reached down to Caroline's hips
pulling up on her gown. Sheila got the gown up to Caroline's shoulders with
Caroline taking over from there.

      While Caroline was occupied, Sheila put her hands to her breasts,
giving them a squeeze and then pitching her nipples. "Ohhh..." Caroline
moaned, "let's just sleep, we got classes tomorrow..."

      Sheila answered her by putting her hands to Caroline's back pulling
Caroline down where she could latch her mouth onto Caroline's right nipple
sucking hard on it.

      "Oh godddd..." Caroline moaned not resisting in the least.

      Sheila had her hands cupping Caroline's breasts, squeezing them as
she sucked the right nipple into her mouth. Caroline was moaning and
groaning when Sheila bit tenderly on her hard nipple. Sheila moved over to
the left nipple biting it tenderly before sucking it into her mouth letting
her tongue tease the nipple.  She sucked for a moment before she released
it.

      "Sit on my face baby and let me suck on your pussy," Sheila said
talking dirty to Caroline.

      "Sheila that's nasty," Caroline said giggling.

      Sheila put her hands to Caroline's ass pulling up while saying, "Sit
on me baby, smear your juices all over my face."

      "Oh my, you're talking nasty..." Caroline moaned out now moving up in
the bed on her own.

      "Well you're my nasty girl, aren't you?" Sheila asked her.

      "I am, I am," Caroline moaned before she settled over Sheila's
head. Sheila pulled her down and began to lick Caroline's pussy that was
super wet. She had a feeling that Caroline might like her talking dirty and
now she knew. She licked against those lips resisting the urge to put a
finger or two inside of her as she knew that Caroline was still a little
sore inside. She licked up and down Caroline's slit drinking down those
juices that she was producing. Caroline was moaning and groaning as Sheila
licked her. She stayed away from her clit for a while but when she did make
it there, Caroline was so aroused that it only took Sheila a few licks to
bring her to orgasm.  Sheila eased Caroline back down in the bed, holding
her as she slowly returned from her orgasm.

      "Oh god you've killed me tonight," Caroline whispered with a very
contented and tired tone of voice.

      "Then sleep my sweet darling," Sheila said softly pulling Caroline
over on top of her. She gently caressed Caroline's back until she knew that
she was asleep and only then did she allow herself to sleep.

      When Sheila woke up, she heard Caroline in the shower. Sheila
stretched thinking about the evening before and the fun that they had. She
knew that she was in way over her head but Caroline had something that she
couldn't resist and it wasn't her body that she was thinking about, though
she couldn't resist that either. She rolled over and put her feet onto the
floor to get her day started. She went on into the guest bathroom to
shower. When she came out, Caroline had ordered some fruit and toast with
jam for their breakfast. They talked while they ate, mostly about what
classes that they had and their respective professors.

      "So how you feeling?" Sheila asked as they got up from the small
table.

      "What?" Caroline asked so Sheila glanced down toward the crotch of
Caroline's jeans.

      "Oh..." Caroline said with her cheeks turning a tad rosy. "I'm fine."

      "I'd better check to make sure," Sheila said coming around the table
to where Caroline was standing.

      "No I'm fine," Caroline assured her.

      "You sure, I think I'd better check," Sheila said going down to her
knees in front of her.

      "This is silly, I'm fine," Caroline assured her however that didn't
stop Sheila from undoing her jeans and pulling them down along with her
white cotton panties.

      "Sit and let me look," Sheila said trying not to grin.

      "Well hurry I got a class this morning," Caroline said sitting down
with a frown.

      Sheila put her hands to Caroline's knees thus forcing Caroline's
jeans and panties to her ankles. She first pretended to be looking
carefully at Caroline's pussy, even putting her fingers to her lips gently
opening them.

      "Looks great," Sheila said.

      "I told you so, now let me up so that I can get to class," Caroline
said as she started to get up.

      "Wait I got one more test to make sure you're really okay," Sheila
said seriously.

      "What test?" Caroline asked with confusion covering her face.

      "This one," Sheila said giving Caroline a wink before she pushed her
face into Caroline's pussy and began to lick.

      "Noooo..." Caroline moaned and Sheila felt Caroline's hands at her
shoulders pushing her away however she was ready for such a move. She used
her legs to keep her shoulders in place and thus her face in Caroline's
pussy.

      She felt Caroline begin to get wet and the pressure on her shoulders
easing as Caroline's will to resist began to wane. "Quit, I'm going to be
late for class," Caroline said however that was followed with a moan.

      Sheila licked up to Caroline's clit giving it a few licks that had
Caroline moving her hands from Sheila's shoulders to the back of her head
holding it to her pussy.

      Sheila gave a short suck to Caroline's clit before moving back to her
pussy to lick up the juices that she was now producing. Sheila pulled
Caroline's lips open further so that she could lick even deeper. She heard
Caroline moaning and she now was pushing her ass to the edge of the
chair. She was also pressing Sheila head to her pussy wanting more. She
knew that Caroline really did have to get to class so she gave a few more
licks to Caroline's pussy and then moved to her clit, she licked in hard
against the little bud causing it to get super sensitive. She formed her
lips around it pressing upon the base as the tip of her tongue flicked
against it. In moments she felt Caroline's body go rigid as she came
hard. Sheila flicked Caroline's clit a few more times with her tongue
before leaving it to lick up the girlcum that was leaking out of her pussy.

      Just as she had the last of Caroline's girlcum licked up, she felt
Caroline's hands on her face pushing it away from her pussy. "That was
mean!" Caroline told her.

      "What?" Sheila said trying not to grin, "I was just trying to make
sure you're okay."

      "Yea right," Caroline said disbelievingly.

      "I was..." Sheila said grinning as she reached up pulling down
Caroline face in for a kiss.

      "You don't deserve a kiss..." Caroline said with a pout.

      "Please a little one," Sheila begged.

      "A little one is all you're getting," Caroline said turning her pout
into a grin and then giving Sheila her kiss, a little one just as she had
promised.

      "Now let me get up so I can go to class," Caroline said pushing
Sheila back.

      Sheila did help Caroline get her jeans and panties back up. "Oh god,
I am going to be late," Caroline said when she saw the time on her
phone. "I'm going to kill you!" She added before giving her a kiss.

      Caroline then grabbed her backpack with her laptop inside and headed
for the door. "Have a good day," Sheila called after her but only got a
wave in return just before Caroline closed the door behind of her.

      That evening Caroline came in the door fussing at her as she felt
like she smelled of sex all day and she was sure that everyone knew
it. Sheila tried not to grin as Caroline fussed but she couldn't help
herself which made Caroline fuss more.

      "Are you really mad at me for what I did this morning?" Sheila asked
once they were in bed that evening.

      "Yes..." Caroline said but Sheila noticed a bit of hesitation in her
voice. "No, I'm not mad, I thought that it was kind of naughty... and fun,"
Caroline admitted.

      "It was fun and I was naughty," Sheila said pulling Caroline to her.

      "But you did make it hard for me to concentrate all day; I kept
thinking of what you did this morning... and last evening." Caroline
admitted with her cheeks turning more than a little rosy.

      "Maybe we can get naughty again tonight?" Sheila asked now realizing
that maybe this was why Caroline decided that they needed to go to bed
early and not because she was mad at her.

      "Real naughty?" Caroline asked dropping a not so subtle hint.

      "Yes very naughty," Sheila said kissing Caroline, a long passionate
kiss to get them both aroused.

      After the kiss, Sheila got up on her knees bringing Caroline with
her. She gave her another kiss with her hands going to the buttons of
Caroline's pajama top. She felt Caroline's hands on her pajama top and then
kissed while undressing each other. Once their tops were off Sheila leaned
down to giving a kiss to each of Caroline's nipples sucking on the left one
getting Caroline to moan. Caroline eventually pulled her off of her tit so
that she could kiss her and then go down to kiss and suck on Sheila's
nipples.

      Sheila held her there on her breasts feeling Caroline sucking hard
upon her nipple with her tongue teasing it so nicely, just circling her
areola causing her nipple to get that much harder. Finally she had to push
Caroline off her nipple, pushing onto her back causing Caroline to
giggle. Sheila put her hands to Caroline's waist, pulling Caroline's pajama
bottoms off along with her panties. Sheila spread open Caroline's legs
seeing the petals of her fruit open to her, all juicy and ready to be
eaten. Placing her hands on Caroline's thighs, she leaned in and began to
feast upon Caroline's flower petals. She licked in against those juicy lips
getting a moan from Caroline. Sheila sucked upon those lips pulling on them
with her lips and then licking in deep inside of her getting more moans and
lots of juices. Once she had Caroline wet enough, she went up to Caroline's
clit giving her several licks that had Caroline gripping the sheets
tightly.

      Sheila rose up to see the desire in Caroline's eyes and heard her
say, "Nooo...  don't stop I'm almost there."

      Sheila just grinned as she jumped off the bed going to the box beside
of it.  Caroline's lust filled eyes were following her closely as she
pushed her pajama bottoms and panties off. She picked up the harness with
the dildo still attached.  She stepping into it not needing to involve
Caroline this time, she was ready and wanted to be fucked. Sheila clinched
it down, rubbing just a little gel onto it not that Caroline needed much as
she was more than wet enough.

      Sheila came to the bed, getting up on it and crawling in-between
Caroline's legs. Caroline brought those legs up and out as she reached out
for her. Sheila gave her a soft smile, leaning forward for her. Caroline's
hands took a hold of her shoulders helping to support her as Sheila used
her right hand to guide her cock to Caroline's pussy. She moved the head up
and down Caroline's pussy coating it with her juices. She placed the head
at Caroline's entrance slowly pushing it inside of her. This time she went
slowly slipping her cock into Caroline without stopping until she lay upon
her with her cock buried deep inside of her.

      Sheila took her hands putting them to Caroline's cheeks; she kissed
her softly letting Caroline get used to the cock deep inside of her. She
let her tongue slip inside of Caroline's mouth, using her tongue to caress
Caroline's tongue. Soon she felt Caroline's legs wrap about her waist and
her arms around her shoulders.

      "Make love to me," Caroline whispered to her.

      "I am my darling," Sheila said softly.

      Sheila raised her hips up a couple of inches getting a moan from
Caroline before pushing her fake cock back inside of her. This caused
Caroline to groan and her legs tighten their grip on her waist. Sheila
pulled out a bit further before pushing her fake cock back inside of
Caroline.

      "Oh yes, that feels good," Caroline moaned.

      Sheila gave her a kiss while pulling her hips back and then forward,
starting to get into a slow rhythm pushing her cock into Caroline who was
letting out moans and coos through the kisses that Sheila was giving to
her. It wasn't long before Sheila felt Caroline pushing back on each
in-stroke. Sheila began to go a little faster, pushing her hips in harder
and faster. She felt Caroline's nails digging into her back hurting more
than a little but then it felt good as she knew that she was making
Caroline feel so good, but then her moans told her that. She pushed in
harder and faster, feeling Caroline clinging to her and pushing her hips in
against her.

      "You like me fucking your pussy baby," Sheila asked as she pushed
into Caroline hard.

      "Oh goddd..." Caroline cried out.

      "Tell me what you like," Sheila whispered into her ear.

      "I like this..." Caroline groaned.

      "No say it to me, talk dirty to me," Sheila told her pushing in
faster and harder.

      "Fuck my pussy, fuck me hard..." Caroline cried out and then her head
went back and her body stiffened.

      Sheila felt moisture on her thighs and around the harness and she
knew that Caroline's orgasm hit her hard and fast. Sheila had to smile with
the knowledge that she didn't to hold off on making Caroline talk dirty
until she was ready for her to cum. She gave her a few kisses, tasting the
sweat on her brow.

      A minute or so later, Caroline's eyelids began to flutter before
opening.  Sheila smiled at her before she lowered her head down to give her
a kiss. Just her lips touched Caroline's; she raised her hips up an inch or
so and brought them down getting a moan from Caroline.

      Sheila put her hands on Caroline's shoulders pushing herself
up. "Don't... just stay inside of me for a few minutes," Caroline told her
with her eyes begging her to go along.

      "I will darling," Sheila said letting her fingers brush the hair from
Caroline's face while caressing her at the same time. She lowered her head
giving Caroline another kiss, a soft kiss using just her lips.

      She felt Caroline's legs relaxing falling from her waist and her
hands were just resting on her shoulders. Sheila raised her lips up to give
Caroline several soft light kisses before she let her lips kiss Caroline
again, this time opening her lips. She felt Caroline's lips opening with
her as she kissed her. Sheila slipped her tongue into Caroline's mouth
feeling Caroline's tongue come up to touch hers. Sheila moved the tip of
her tongue around Caroline's tongue tip and then their tongues touched
harder as she kiss became very passionate. Sheila slowly ended the kiss
pulling her head up to give them both a chance to catch their breaths.

      "I love feeling you inside of me like this, feeling your body on top
of me," Caroline said almost breathlessly.

      "I love it too," Sheila told her giving her another kiss, a soft
light lingering kiss.

      "Do you like being..." Caroline started to ask but paused before
saying the last word. Sheila could have bailed her out but decided not to
waiting to see what Caroline would do.

      Caroline frowned at her when she realized that she wasn't going to
finish her sentence for her. She bit her lower lip and then let out a sigh
saying, "Do you liked being fucked?"

      Sheila gave her a smile, "Yes I love being fucked and I know I'm
really going to love being fucked by you."

      "I won't know what I'm doing," Caroline said blushing more than a
little.

      "You'll do it wonderfully," Sheila told her.

      "How do you know?" Caroline asked.

      "Because my darling, it will be you fucking me and that is all I care
about."  Sheila told her giving her another kiss before Caroline could
reply.

      She kissed her softly, using just her lips but when she opened her
lips to make the kiss more passionate, she felt Caroline's legs move
up. When Sheila slipped her tongue into Caroline's mouth, Sheila raised her
hips up just a couple of inches, bringing them back down slowly. Caroline
let out a soft moan bringing her legs on up. Sheila used a slow easy motion
letting Caroline feel her cock moving within her. Sheila ended the kiss
letting her lips linger for a moment before she raised her head on
up. Caroline's eyes were closed and she had this look of concentration on
her face. Sheila gave another kiss to Caroline's lips with her returning
the kiss. Sheila kept fucking her slow and easy until she felt Caroline
tighten her legs around her waist and her fingernails dig into her back.

      Sheila knew what Caroline needed, she picked up the pace of her hips,
going in a bit faster and then even faster, pushing her hips down harder
driving her fake cock deeper into Caroline's pussy. Caroline gave out a
grunt as she pushed her hips back into Sheila's hips. Sheila began to kiss
Caroline again however this time she only received a half hearted response
but Sheila didn't mind, she knew that Caroline's mind was otherwise
occupied. Sheila kept on kissing her as she shifted her hips as she pushed
her fake cock into Caroline's wet pussy.

      Sheila felt Caroline begin to let out a long moan and she dug her
fingernails into Sheila's back making Sheila moan. Sheila never got to the
point of talking dirty before Caroline's body went rigid for a moment and
then it relaxed as an orgasm washed through her body. Sheila began to kiss
the sweat from Caroline's forehead. When Caroline's legs relaxed and fell
from her hips, Sheila eased up from Caroline's body letting the cock that
she was wearing slip from Caroline's pussy. She moved down to tenderly lick
the girlcum from Caroline's pussy feeling it spasm from the orgasm that was
ebbing away.

      She quickly removed the harness putting it to the other side of
Caroline where she would see it. She then moved up beside of her pulling
her in close so that she could give her loving kisses as she her soul came
back to her body.

      "Oh god that felt..." Caroline said not finding the right word to
describe what she was feeling.

      "Yes it does," Sheila said giving Caroline a kiss followed by a
longer kiss that she slipped her tongue past Caroline's lips. Their tongues
touched sending sparks through her body and down to her pussy that was very
wet.

      "May I..." Caroline said with her face turning a bit redder that it
already was.

      "May you what?" Sheila asked knowing full well what Caroline was
asking.

      "You know..." Caroline said pointing to the harness that was beside
of her.

      "No I don't know what you're talking about," Sheila said trying not
to grin but doing so anyway.

      "Sheila!" Caroline said hitting Sheila's arm.

      "What?" Sheila said laughing a little.

      Caroline frowned at her and then she said, "May I fuck you!"

      "I'd love for you to," Sheila said giving Caroline a hug and a kiss.

      Again Caroline frowned, saying, "But I've never used a strap-on
before..."

      "You'll be wonderful, just feeling you inside of me and your body on
top of me will make me happy," Sheila said giving her a reassuring kiss.

      "I just want to make you feel good..." Caroline said to her.

      "You will, I promise." Sheila said giving Caroline another kiss. "Now
let me help you get it on you."

      "No you lay back, I want to do it myself," Caroline said pushing
Sheila onto her back.

      "Okay my darling," Sheila said with a proud smile.

      Sheila did lay back watching Caroline get up off the bed, standing
beside of it. Caroline was blushing when she picked up the harness,
stepping into it and bringing it up to her hips. Sheila had loosen the
straps however Caroline's hips were a little larger than hers so she had to
loosen them more while holding it up.  As always, Caroline was biting her
lower lip while she worked to get the harness in place. Sheila kept silent
wanting Caroline to figure it out on her own as that was what Caroline
wanted. Normally Sheila would want to hurry up her partner so that they
could get on with fucking her however she was content to watch Caroline
work plus seeing Caroline's breasts move as she twisted and turned kept her
well aroused. Soon Caroline had the harness tightened down and she
smiled. She stepped back toward the bed and her face lit up with a grin.

      "Did I forget to tell you that the base rubs against your clit?"
Sheila asked giving Caroline a wink.

      "Yes you did," Caroline said grinning.

      Caroline got onto the bed, maneuvering her way between Sheila's legs
that she had spread out wide for her. Caroline bent forward placing her
hands to Sheila's hips who closed her eyes when she felt Caroline's tongue
touch her pussy.

      "Oh yes, that feels nice," Sheila moaned feeling Caroline's tongue
move up her slit to her clit where she sucked it into her mouth.

      Caroline only sucked for a moment but it was enough to get her pussy
flowing again. She felt Caroline's tongue going back to her pussy licking
her lightly, more of a teasing to her lips not delving between them.  While
she may not have done this before, she had obviously picked up that she
wanted to make her wet and Sheila was very wet.

      Caroline gave a kiss to her clit making Sheila moan before she moved
on up her body. When she was in position, Caroline seem to hesitate for a
moment as she looked down at the cock that she was wearing. It was like she
wasn't sure how to put her cock into her and then she had this worried look
on her face.

      "I forgot to put lube on it!" Caroline said with a disappointed
expression.

      Sheila put her hands on Caroline's shoulders stopping her from
moving.  "Don't worry, I'm more than wet enough plus your juices are still
coating it," Sheila told her.

      "Should I have washed it first?" Caroline asked now really upset with
herself.

      "Relax baby, I want your juices on it, it makes it more of you in
me." Sheila said. "Now use your right hand to guide it into me, I want you
inside of me now."

      Sheila kept her left hand on Caroline's right shoulder and she
reached over taking Caroline's right hand in her right hand guiding it down
to the cock that she was wearing. Caroline took a hold of the cock so
Sheila brought her hand back up to help support Caroline who was looking
down at what she was doing. Sheila had to smile seeing herself the first
time that she did this.

      Sheila felt Caroline place the head of the cock at her pussy. She
moved it downward until it got to her entrance. She felt the head slip
inside of her and Caroline stopped like she had done to her but she didn't
really need for her to do that, she was more than ready to accept the fake
cock. She let Caroline do it her way and a moment later she felt more slip
inside of her. Sheila brought her legs up, wrapping them around Caroline's
waist. She used her heels to place a little pressure on Caroline's ass;
just enough to tell Caroline that she was ready for more.

      Caroline let her hips lower more until her hand that was holding the
cock touched Sheila's pussy. Again Caroline held it there and Sheila was
about to tell her to remove her hand and let the cock go on into
her. However she didn't have to as Caroline did so on her own, removing her
hand and letting the cock slip inside her pussy.

      "You're in me baby, I feel you so deeply," Sheila said putting her
hands to Caroline's face bringing the down for a kiss. This also forced
Caroline to go down onto her elbows which was what Sheila also wanted.

      Sheila held Caroline's face, giving her the kiss that she so
deserved.  Caroline at first didn't really respond to the kiss like her
mind was still somewhere else which Sheila knew it was. However Sheila kept
the kiss going until Caroline forgot to worry about what she was doing and
just let the kiss do its work, relaxing her.

      "Fuck me with your big bad cock," Sheila told Caroline making her
blush and giggle.

      "Oh god you're bad," Caroline said grinning at her.

      "Who me?" Sheila said giving Caroline another kiss.

      "Yes you!" Caroline said grinning back at her.

      "Then fuck your bad girl," Sheila told her.

      Caroline moved her hips up only an inch or so bringing them back down
slowly as if she didn't want to hurt her.

      "I won't break baby, you can fuck me hard like I did you," Sheila
reassured her.

      Caroline grinned back and this time she moved her hips up further and
came down harder making Sheila moan feeling the cock go in deep and hard as
she liked it.

      "That's it, fuck your bad girl," Sheila said bringing her knees up
further so the cock would go in deeper.

      Caroline seemed to gain confidence, she brought her hips even further
and pushing down harder. She was a little out of rhythm at first but soon
seem to find her way. She pulled her hips up and went back down getting
into a nice rhythm.  Sheila wanted to tell her that she was doing it
perfectly but it felt too good to talk, she could only pant, clinging to
Caroline's soft body that felt so nice laying on top of her, she felt the
sweat that Caroline's body was producing and she could hear Caroline's hips
slap against her hips. But more importantly, she felt the cock that
Caroline was wearing going into her wet aroused pussy, going in deep and
hard.

      "Oh fuck baby, fuck me!" Sheila groaned pushing her hips up in
against Caroline's hips that were now pounding into her. She felt
Caroline's lips kissing her face and that felt nice but she couldn't really
return the kisses, she was concentrating on what was happening to her
pussy. It was finally getting fucked again, this time by someone she truly
cared about and probably loved. Caroline didn't do anything fancy but she
didn't need to; just the fact it was her fucking her was more than enough.

      She felt the cock going in deep and Caroline's sweet lips kissing
her. Then the weight of Caroline on top of her was more than Sheila could
take. She felt her pussy begin to spasm against the cock that was fucking
her. Her clit was getting so sensitive that Sheila couldn't hold off her
orgasm. She cried out as she body went stiff and she gripped Caroline
tightly holding the cock deep inside of her as her pussy milked Caroline's
cock.

      When she came back to reality, Caroline was kissing her and her cock
was still buried deep inside her pussy that was still giving out a spasm or
two. Sheila couldn't help but to let out a moan as her pussy gave out a
last spasm and another small orgasm washed through her body.

      Sheila opened her eyes to see a worried expression on Caroline's
face.  Sheila had to smile; she put her hands to Caroline's cheeks bringing
Caroline's lips down so that she could kiss them.

      "Yes it felt wonderful and you were perfect," Sheila said between
kisses.

      "Thank you thought I doubt I was perfect, I didn't know what I was
doing," Caroline replied though she did have a bit of a smile on her face.

      "That was what made it perfect honey, you made me feel great and I
had a wonderful orgasm that you gave to me with your big bad cock," Sheila
said making Caroline both blush and smile.

      "You're terrible," Caroline said grinning more.

      "You know what will make you perfect?" Sheila asked of Caroline.

      "What?" Caroline asked.

      "Practice, lotss of practice," Sheila said giving Caroline a wink
while she wrapped her legs back around Caroline's hips pushing her heels
into Caroline's asscheeks.

      "Yes it does," Caroline replied blushing but then she brought her
hips up pausing for a second before pushing them back down.

      "Oh yea..." Sheila moaned.

      Caroline had more confidence this time; she quickly got into a rhythm
that felt so nice. She was moving her hips up and down pulling the cock out
and back into Sheila wet hot pussy. Now it was Sheila who was gripping into
Caroline's shoulders, holding on tightly as she moved her hips in against
Caroline's hips. Caroline's cock felt so wonderful moving inside of her,
stretching her pussy lips open with the veins on the cock rubbing against
her pussy lips. And most of all, it was the friction on her clit that was
sending Sheila to another world. She did hold out longer this time but not
by much, she wanted to cum for Caroline and her body wanted to cum just as
badly. She pushed her hips in harder against Caroline's hips getting the
penetration and friction that she so loved. Moments later, she felt her
clit come alive and explode as her orgasm washed through her body.

      This time when she opened her eyes, her pussy felt a distinct
emptiness however Caroline was laying against her giving her soft tender
kisses. "Better?"  She asked.

      "It was even more perfect than the first time," Sheila assured her
getting a big smile from Caroline as a reward.

      "Next time it will be more perfect," Caroline said seriously before
laying her head on Sheila's shoulder.

      "I know it will," Sheila said grinning. She wrapped her arm around
Caroline pulling her in closer, giving her a kiss before they both began to
relax and sleep came to them.

      They let the strap-on get some rest for the rest of the week
preferring to just make love with their fingers and mouths. Plus they both
had tests on Friday that kept them busy studying and concentrating on their
school work.

      End of Part Seven,
      To be Continued...

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