Date: Wed, 18 Mar 2015 18:22:30 -0400 From: numlfl C Subject: The Photographer's Assistant - Part Eight This story is the property of the author. You may keep a copy on 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 Eight By Chris "You know what Dr. Johnson gave me on my Ancient history test?" Caroline when she came in the door on Monday afternoon. Sheila started to say something smart but seeing Caroline's face, she realized that it was not a time to mess with her, "No what?" "He gave me a B, can you believe it?" Caroline said acting like it was an "F" or something near that. "Hey a "B" is pretty good," Sheila said and immediately knowing that wasn't the right thing to say as soon as she saw Caroline's face. "Pretty good, I got all the answers right and he still gave me a "B" Caroline exclaimed. "He's nothing but a poo bucket!" "A poo bucket?" Sheila said almost laughing at Caroline's expression. "Yes a poo bucket! You got a problem with that!" Caroline yelled. "No but there are a lot more descriptive words to use, some you've used before," Sheila said hinting at what Caroline let slip when they made love. "That's different and you know it," Caroline said giving Sheila a look that made Sheila feel bad about bringing that up. Caroline was right, some words Caroline would always reserve for the bedroom when her passions were running wild. "I'm sorry," Sheila told her. "Did he tell you why he gave you a B and not an A?" Caroline seemed to have to calm herself down before she said, "He said that I didn't add any details, it was just the facts. If I had all the facts then why did I need to put worthless fluff into it?" Sheila had to smile which drew a frown from Caroline. "Come and sit for a moment and let me explain the facts of life to you." Sheila said which got a real deadly look from Caroline that Sheila had to head off quickly. "Come sit," she said going to the couch, sitting down and patting the cushion beside of her. "So you are going to tell me about the birds and bees now?" Caroline asked seriously still with that angry expression on her face. Sheila couldn't help but to laugh, "No I think you pretty much got those down pat at least as far as my pussy is concerned." "Sheila!" Caroline said putting her hand to her mouth and her face turning a rosy color. "Well you do," Sheila said putting her arm around Caroline giving her a kiss to that warm cheek. "So you were going to inform me about the facts of life right?" Caroline asked putting Sheila back on subject. "When you're tutors gave you tests, how did they do so?" Sheila asked. "Most times they just quizzed me when we first started a session," Caroline told her. "That's what I figured and they wanted to make sure that you remembered what they were teaching you. And then you'd talk about your answers right?" Sheila asked. "Yea so what's your point?" Caroline asked. "By talking to you, your tutor knew you understood what they were teaching you and you weren't just memorizing facts. The professors don't that that luxury; they have too many students to teach and too many papers to grade. So it's in the fluff that Dr. Poo knows that you truly know what an event in our history really means to us today. You see where I'm going?" Sheila asked. "Yea but I'm still mad at Dr. Poo," Caroline said with a grin. "Well since we're talking about professors, something you also need to learn is what they want to hear, listen to what they are saying in their lectures, which way they are leaning so that you can feed them a bone even when you are disagreeing with them." Sheila told her hoping that she understood what she was saying. "What if they are wrong, you telling that I have to give up my beliefs just to please them?" Caroline asked staring Sheila down but Sheila wouldn't break the stare as she was ready for it. "That's when you must decide which is more important to you, getting an A or making your point," Sheila told her. "Oh I see... what do you do in those situations?" Caroline asked. Sheila was afraid that she would ask that question but now that she did, she had to answer it, "I guess I have to say that for the most part I go with what the professor wants to hear with the exception of my photography, that is my passion and what I won't give in." "But I don't have a passion like that," Caroline told her with a bit of a frown. "Oh Caroline, yes you do, you have a passion for learning, that is your passion," Sheila told her sincerely. Caroline gave her a smile, "I guess I do, I do want to learn everything." "Yes you do," Sheila said giving Caroline a hug. Sheila put her right hand to Caroline's cheek turning it more toward her so that she could give her a kiss, a long teasing kiss. Sheila heard Caroline emit a soft moan into the kiss thus indicating that Caroline was relaxing and that was what Sheila wanted. Caroline was so mad when she entered the apartment but now was giving into the long kiss. She felt Caroline's hand grasp her arm and she began to lean into the kiss. She slowly ended the long kiss, putting her lips to Caroline's ear whispering, "You know there's something new that I can teach you tonight." "You do?" Caroline asked with her face full of curiosity and a bit flushed from the kiss. "Oh yes I do, something very fun," Sheila said putting her right hand on Caroline's inner thigh moving her fingers toward Caroline's pussy covered by her jeans. But that was more than enough to let Caroline know just what type of thing that she was going to teach her as if there was a doubt. "What is it?" Caroline said with a catch in her breath. She was also opening her legs for Sheila's fingers. "How about me fucking me with my big bad cock from a different position," Sheila said pressing her fingers in against Caroline's pussy through her jeans. "Oh my... what position?" Caroline gasped pushing her ass forward thus pressing her pussy against Sheila's rubbing fingers. "Oh I think I'm going to fuck you doggie style, grabbing onto your hips as I drive my big bad cock into your pussy." Sheila whispered hearing Caroline gasp. "Would you like that?" "I... I think I would..." Caroline gasped closing her thighs trapping Sheila's hand between her thighs. Sheila kept her fingers pressed against the crotch of Caroline's jeans moving them as best she could. She kissed Caroline's neck just below her ear, kissing her way down to Caroline's shoulder. She kissed her way back up to Caroline's ear; stopping there to whisper, "Tell me what you want me to do." Sheila told her hoping that she had Caroline aroused enough to get past her inhibitions of saying anything naughty. "Don't make me say it, please don't make me say it..." Caroline said with her voice thick and heavy with the lust she was feeling. "Oh but you must say it, I'm not sure you really want it unless you say it," Sheila told her pressing her fingers in harder against Caroline's jeans just to kill any resistance that Caroline might have left. Sheila went back to Caroline's neck, kissing the soft skin and biting it gently getting Caroline to squirm on the couch. Sheila pushed her fingers in harder rubbing Caroline's pussy through her jeans, feeling the heat that was rising rapidly between Caroline's legs. "Oh god, fuck me, fuck me please..." Caroline's gasped squeezing her thighs even tighter almost cutting off the circulation to Sheila's fingers. While Caroline didn't say it exactly as Sheila wanted, it was pretty close. "I will my darling." Sheila said reaching down to Caroline's waist where she began to pull Caroline's blouse from her jeans. Sheila was back to kissing Caroline's lips while her pulled Caroline's blouse up and with Caroline's help got it off of her head with unbuttoning it. Sheila saw Caroline start to reach for her top however she pushed Caroline's hands away so that she could get to Caroline's bra, reaching behind her to unhook it, bringing it forward off Caroline's breasts and then arms. Again she was a step ahead of Caroline putting her hands on Caroline's bare breasts, squeezing them tenderly. She leaned in taking the right nipple into her mouth sucking it into her mouth. Sheila's right hand was pinching and pulling on Caroline's left nipple getting it hard. Caroline let out a real moan however she did reach down to Sheila's tee shirt pulling it up. This time Sheila allowed her to do so, when the tee shirt was to her chest, she released Caroline's breasts to let Caroline pull her tee shirt off. Her bra was a front hook so as Sheila went to Caroline's left breast with her mouth and her right breast with her left hand Caroline's fingers was busy taking her bra off of her. Sheila sucked hard upon Caroline's nipple while pinching the other one at the same time. Sheila felt Caroline's hands on her breasts, squeezing them all so nicely making her moan. Sheila knew she had to get back on top of things before Caroline got the upper hand since Sheila had been feeling more than a bit horny before Caroline came home all pissed off thus ruining her mood. But that was well back on course and she wanted to keep it that way. She released Caroline's breasts from her mouth and hands, putting them to Caroline's cheeks to give her a kiss. The kiss was first with just her lips however she soon opened them, slipping her tongue into Caroline's mouth. It was met by Caroline's tongue and the kiss became so passionate that they both soon had to break off the kiss to catch their breath. Sheila stood up getting in front of Caroline who was still panting from the kiss. She reached down, helping Caroline to her feet. She gave Caroline a kiss while her fingers were busy undoing Caroline's jeans so when that task was completed, she ended the kiss to drop to her knees. She grasped a hold of Caroline's jeans and panties pulling them both down to Caroline's ankles. She immediately saw how wet and aroused that Caroline was and she caught a whiff of her arousal. She helped Caroline step out of her jeans and panties before placing her hands to Caroline's hips pulling them in toward her. Caroline opened her legs as she stepped forward. Sheila leaned in placing a kiss to the top of Caroline's mons and then a kiss to her clit that caused Caroline to moan. Sheila moved her mouth down to Caroline pussy, sticking her tongue out to lick Caroline's slit from the bottom to top tasting her flowing juices. She felt Caroline's hands on her shoulders pushing her away. Sheila looked up at Caroline hearing her say, "Let's go to the bedroom." Sheila looked up smiling as she was thinking of the same thing but then she looked into Caroline's eyes seeing another need within her that she was just discovering about her. "No, I think right here is a perfect place for me to fuck that wet pussy of yours," Sheila told her putting her hands to her cheeks giving Caroline a kiss even though she was frowning. "Let's go to the bedroom..." Caroline whined as Sheila pulled away. "Now don't you move," Sheila said wagging her finger at Caroline before she stepped back. "I'll be right back and I'm going to fuck you so hard and long my darling." Sheila heard just the slightest of moans coming from Caroline's lips though she was frowning like this wasn't where she wanted to make love. Sheila made herself walk slowly toward the bedroom, only when she was out of sight did she quicken her pace. She entered the bedroom going directly to their play box grabbing the harness. She started to step into it before realizing that she still had her jeans on. She had to stifle a laugh as she quickly got rid of her jeans and panties all in one fell swoop. She stepped out of them and into the harness. She got it in place tightening it up feeling the base of the fake cock rub against her sensitive clit. She put some lubricant onto her cock getting it slippery before she walked quickly out of the bedroom. Again she wanted to giggle seeing her cock sway as she walked however that swaying was having an effect on her clit as the base rubbed against it. She stopped at the corner of the hallway peeking around the corner to see what Caroline was doing. She was sure that Caroline would catch her peeking however it was Sheila who was surprised. Caroline was standing right where Sheila had left her however she wasn't standing completely still. Her right hand was rubbing her pussy while her left hand was pulling on her right nipple. Sheila couldn't believe that Caroline would be standing there masturbating, however she was and her eyes were closed indicating that her imagination was working overtime. She stepped out and was about to call out to Caroline when she stopped herself. She could see that Caroline was wrapped up in her fantasy that Sheila hoped that she had started. Sheila stepped back behind the wall now worrying whether she could make whatever fantasy that Caroline was imagining come true. Then she realized that she had no clue as to how to position her. She was going to do as she always did, play it by ear but with Caroline she found that she had to work a little harder to make sure that she pleased her. Sheila thought for another second coming up with an idea that hoped would work. She went back to the bedroom door, "I got my cock on and it's ready to fuck that hot pussy of yours, now get into position for me." Sheila didn't tell her just how to position herself leaving that to Caroline's imagination. Obviously Caorline already knew that she would be fucking her from behind however she could do that in a number of ways, on the floor or on the couch, either putting her knees on the edge of the couch and her face toward the back of the couch or on her hands and knees long ways along the cushions. This is how Sheila was expecting Caroline to be positioned when she entered the living room. "Fuck!" Sheila gasped seeing Caroline bent over at the waist with her hands grasping the front edge of the cushion of the couch with her legs spread out wide. Sheila saw Caroline look back at her with a worried expression on her face and Sheila knew that she had to reassure Caroline quickly or all her preparations would be lost. "Fuck baby you look so fucking hot, I'm going to eat your pussy until you beg me to stop and then fuck you for even longer," Sheila said and what she heard from Caroline was music to her ears, which was a moan of desire along with a shiver of Caroline's body. She reached down wiggling her cock which made Caroline giggle which was what she intended. She came on up behind of Caroline putting her hands on Caroline's asscheeks giving them a squeeze. "Oh look at the cute pink rosebud, I think it needs a kiss," Sheila commented as she got down on her knees behind her. "Don't kiss me there, that's nasty!" Caroline groaned involuntarily flexing it at the same time. ""Okay I'll lick it instead," Sheila said and then she did just that before Caroline could protest, using the flat of her tongue to run across the cute pink rosebud. "Oh my..." Caroline said wiggling her hips. Sheila was hoping that Caroline wouldn't protest or try to stop her which she obviously didn't; instead she seemed to enjoy it. Just to make sure, Sheila used the tip of her tongue to rim Caroline's rosebud, making slow circles around and around it. She felt Caroline's flexing her rosebud as her tongue went around it. "Oh no... don't lick me there..." Caroline moaned again making no move to actually stop her; instead she pushed her ass back toward Sheila. Sheila was sure was that what Caroline was actually telling her was the opposite of what she was saying. Caroline was more than capable of stopping her and would do so if this wasn't what she wanted. Sheila again licked Caroline's rosebud using the tip of her tongue to tease as she did so. Caroline groaned and moaned pushing her ass back toward Sheila's face. As much as she enjoyed introducing Caroline to the joys of anal sex, she felt the cock that she was wearing remembering why she was there in the first place. She gave a kiss to the cute little rosebud before she moved her tongue to Caroline's pussy. She gave a lick to Caroline's slit finding it coated with Caroline's juices and her lips swollen from her arousal. That told Sheila all she needed to know, first that Caroline did enjoy the anal teasing that she gave to her and secondly that Caroline was ready for the cock that she was wearing. She gave a kiss to those lips coating her lips with Caroline's juices before she crocked her head back so that she could give a kiss to Caroline's clit that was very sensitive getting a long moan and a shiver from Caroline as a small orgasm coursed through her body. Sheila got to her feet positioning herself in behind Caroline with her right hand on her fake cock and her left hand on Caroline's left hip. She moved her hips forward guiding the cock head to Caroline's pussy moving it along Caroline's lips parting them. She coated the head with Caroline's thick juices before she began to slowly press her cock inside of her. Caroline let out a moan as Sheila watched her cock part Caroline's lips going in deeper and deeper. Sheila released the cock putting her right hand on Caroline's right hip pushing her cock deep into Caroline's pussy. She didn't stop until her hips were pressed against Caroline's asscheeks. "How does it feel?" Sheila asked just to make sure that Caroline was doing okay. "Mmmm... nice..." Caroline moaned pushing her ass back against Sheila's hips. "It's about to get even better," Sheila told her. "Show me," Caroline replied a bit impatiently. "Ohhhh..." Sheila said smiling at Caroline who was obviously ready for her to get going. She was all revved up and Sheila wasn't doing anything. That Sheila could do something about. Sheila tightened her grip on Caroline's hips before pulling her hips back until just the head of her cock was inside of Caroline. She immediately pushed her hips back toward Caroline's ass driving the cock deep into Caroline's pussy. She pulled back out leaving just the head inside of Caroline and then drove it back inside of her, going faster this time. Caroline let out a groan as the cock went in even deeper inside of her. Sheila pulled her hips back, not as far this time and then back in, pushing in hard. She began to get into a nice rhythm using her hands to guide Caroline's hips pulling her back onto the cock that she was wearing. She could hear Caroline moaning as she fucked her. She also watched her fake cock pulling out on Caroline's lips and then pushing them back in which was very erotic to her. She could also see how Caroline's juices were coating the cock making it even more slippery and easier to drive into Caroline's tight pussy. Once she had Caroline really moaning and pushing back against her, she released Caroline's hips moving her hands up Caroline's sides and then under her to Caroline's breasts. She squeezed them getting Caroline to really moan loudly. She found Caroline's nipples, pinching and pulling on them as she kept her hips moving her cock into Caroline's pussy. She didn't get as much length in her thrusts but then pinching and pulling on Caroline's nipples more than made up for that from the sounds of Caroline's moans. She kept her left hand on Caroline left breast but she moved her right hand down to Caroline's clit. It was a difficult and her thrusts wasn't that great however as soon as she began to rub her fingers against Caroline's clit, she heard Caroline let out a long moan and she arched her back as her orgasm overcame her. Sheila released Caroline clit and breast, grabbing a hold of her hips so that she could make a few hard thrusts of her cock deep into Caroline's pussy. Caroline cried out her pleasure just before her legs gave out. Sheila was prepared for Caroline's body to go limp on her. She eased her on down onto the couch letting the cock that she was wearing slip from Caroline's tight pussy. She put Caroline onto her side in the center of the couch, sitting down beside of her. She used her fingers to get the hair from Caroline's face with a gentle caress and then she leaned in giving her a kiss. A moment later Caroline's eyes began to flicker open and she smiled up at her. "Did you enjoy that?" Sheila asked reaching down to Caroline pulling her up. She meant for Caroline to slide up beside her instead Caroline went up on her knees swinging her right knee over Sheila's legs, sitting down on her thighs. Caroline rosy cheeks got even rosier as she uttered, "Oh god it was intense and so naughty, very naughty..." "But a good naughty?" Sheila asked of her wanting to make sure that Caroline was cool with everything that she did. Caroline smiled saying softly, "Yes a good naughty." "Yes it was," Sheila said bringing her hands up to Caroline's face, pulling it toward her so that she could give her a light kiss. She let the kiss linger but for a moment before she pushed Caroline's face away, staring into her eyes she smiled before pulling her in for another kiss and then pulling Caroline into her body hugging her tightly. She kissed Caroline's shoulder while her hands caressed Caroline's upper back and shoulders hearing Caroline let out a contented coo. Sheila hands moved slowly down Caroline's back, stopping at each area to caress her with her hands and fingers. When she got to Caroline's lower back, she used more of a massage type caress pushing into Caroline's muscles and pressing on them getting a moan from her. Sheila finished up with Caroline's back by just using her fingertips. The touch was so light that Sheila hoped that it felt like a feather touching Caroline's skin and from the moan and shiver that Caroline's body gave, she figured that she was close to doing that. On the next trip down Caroline's back, Sheila didn't stop at the top of Caroline's ass but went on down to those cute cheeks. She was using the flat of her hands to caress those cheeks. She curled her fingers around those cheeks squeezing them. She heard Caroline moan and more importantly, she felt Caroline begin to move her hips. Her right hand curved around Caroline's cheek until she felt her fingers touch Caroline's pussy that was getting wet once again. She let her fingertip lightly glaze along Caroline's lips. She felt them getting wetter and wetter and Caroline was moving her hips more. Sheila kept caressing Caroline's pussy and ass until Caroline was almost humping against the fake cock that Sheila was still wearing. "You want to be my cowgirl?" Sheila whispered into Caroline's ear. "What?" Caroline asked sitting up. "Get up on your knees babe," Sheila instructed her as she put her hands on Caroline's hips. Though she had a questioning expression on her face, Caroline did as she was asked. Sheila pushed Caroline's hips back a little more before she used her right hand to move the cock in against the top of Caroline's pussy. "Oh..." Caroline said with a bit of a giggle. Caroline raised her hips up just a tad more so that Sheila could brush the head of her cock against Caroline's lips getting the head wet. Sheila glanced up to see that Caroline had her eyes closed as she concentrated on what Sheila was doing to her pussy. Sheila kept moving the cock head against Caroline's lips parting them slightly as she did so. Once she had Caroline moaning and her pussy very wet, Sheila positioned the head of her cock at Caroline's entrance. She used her left hand to put a downward pressure on Caroline's hip. Caroline didn't need to be told what to do from there as she began to lower her hips. Sheila had to move her own ass out toward the edge of the couch to keep the cock lined up with Caroline's pussy. She watched as Caroline's pussy slowly engulfed her cock until she sitting down upon it. "Oh my..." Caroline moaned looked down to see that she was fully impaled on Sheila's fake cock. "You look beautiful sitting upon my big cock," Sheila said placing her hands to Caroline's cheeks pulling her face in for a kiss. As she kissed her, Sheila slipped her hands to Caroline's breasts giving them a squeeze causing Caroline to moan. Caroline pulled back breaking the kiss to take in a breath which Sheila also needed to do. She placed her hands on Sheila's breasts getting Sheila to moan. She leaned back in for another kiss. Sheila opened her lips slipping her tongue into Caroline's mouth finding Caroline's tongue to play with. Sheila felt Caroline begin to slowly move her hips thus grinding her pussy on her cock. Sheila could feel the base of the cock move against her clit getting her to moan just as Caroline was doing. Soon Caroline's hips began to move faster and she had to end the kiss just to breath as her breaths were coming in pants. Caroline sat back up on Sheila's cock thus allowing Sheila to pinch and pull on her nipples and this caused Caroline to let out an even louder moan. "Oh god this feels so fucking great," Caroline moaned loudly. Sheila had started to rock her own hips pressing them upwards so that her cock went in deeper into Caroline's pussy. She wanted Caroline to really enjoy this and she did everything that she could to make it so. She could feel Caroline's juices on her thighs and from the expression on Caroline's face she knew that Caroline wouldn't last too much longer. Her hips were moving fast and she was pressing down on her cock. Sheila dropped her hands down to Caroline's hips pushing and pulling on them as she leaned in sucking Caroline's right nipple into her mouth. She sucked hard upon it drawing it deep into her mouth. Her tongue was teasing the hard nipple and then Caroline arched her back as her orgasm hit her hard. Sheila had to move her hands to Caroline's sides holding onto her to keep her from falling off her lap. She pulled Caroline back against her kissing Caroline's sweat coated face, tasting the salty moisture. Caroline's body was completely limp except for the shivers as the last ripples of her orgasm coursed through her. "Oh god that was intense," Caroline finally whispered when she was able to move and talk again. "So you liked that too?" Sheila asked with a grin. "Oh my yes," Caroline said in a contented sigh. "I thought you would," Sheila said giving a kiss to Caroline's shoulder. "I did but now it's your turn my lady," Caroline said sitting up. Caroline gave her a kiss before she slowly raised her hips up and off of the cock. She slipped off Sheila's lap and then she reached out to help Sheila up. Sheila started to undo the buckles on the strap-on only to have her hands slapped away earning a good natured frown from Caroline who was going down to her knees. Sheila had to smile, moving her hands away to allow Caroline to loosen the harness. Sheila stepped out of the harness; she helped Caroline up, giving her a kiss before turning around placing her hands onto the edge of the couch thus putting her ass up in the air. She slipped her feet out opening her ass and pussy to Caroline's eyes. She looked down between her arms to see Caroline putting the harness on and then tightening it down. She saw Caroline stepping closer and then felt her hands touch her ass but then she seemed to hesitate. This confused Sheila for a moment before she realized what might be going through Caroline's head. "Fuck me with that big bad cock of yours baby, fill my pussy and fuck me silly," Sheila moaned out pushing her ass out further. This she hoped would keep Caroline from feeling that she would have to try any oral anal loving. She heard Caroline let out a breath like she just had a huge load lifted from her shoulders which made Sheila feel better. She didn't want Caroline to do something just because she did it. However Caroline had yet another surprise for her this afternoon. She felt Caroline's hands begin to caress her asscheeks even pulling the open further. She watched as Caroline went down onto her knees behind of her. Now Sheila wasn't sure what to do or say when she saw Caroline leaning in and then felt her kiss her right asscheek. "You don't have to baby," Sheila said softly wanting to make sure that Caroline knew that it was cool if she chose not to touch her there. "I know, I want to," Caroline said and from the sound of Caroline's voice, Sheila knew that she was speaking the truth. Sheila closed her eyes when she felt Caroline's lips touch her left asscheek. "Mmmm... that feels nice," Sheila moaned feeling her pussy getting wetter for what she felt was coming next. She felt Caroline pull her cheeks wider and a moment later, she felt Caroline's hot moist breath around her rosebud. She thought that Caroline might hesitate at this point but she didn't, she felt Caroline's lips upon her rosebud and it wasn't a quick kiss but a long kiss. "Oh fuck... oh fuck..." Sheila groaned no longer able to hide the fact that she loved anal play. "Lick my ass baby, lick me..." she moaned without thinking about what she was saying. Sheila heard a moan come from Caroline who was obviously turned on by what she was saying. But then she had learned that Caroline loved dirty talk. The next thing that Sheila felt was Caroline's tongue against her rosebud, she moaned louder when she felt that tongue moving against her asshole, going across it and then the tip of Caroline's tongue rimming her ass. "Fuck baby, that's getting me so fucking hot..." Sheila moaned which got Caroline to lick her harder which only made her wetter and in desperate need to be fucked by the angel licking her ass. "Stick your cock into my pussy and fuck me hard!" Sheila demanded feeling her pussy leaking its juices. Caroline gave a final kiss to her rosebud before Sheila heard Caroline getting up and then the head of Caroline's cock pressing into her pussy. Sheila pushed back as Caroline went forward burying her cock deep into her pussy. "Fuck yea, that's it, fuck me!" Sheila demanded. Sheila felt Caroline gripping her hips tightly before pulling her cock back and pushing it into her. Sheila groaned with pleasure feeling her pussy getting filled up stretching her pussy lips to make room for Caroline's cock. Within only a few strokes, Caroline had gotten into a rhythm, fucking Sheila just as she wanted her too. Sheila kept telling Caroline to fuck her hard and deep which she could tell got Caroline going. Caroline's hands were gripping her hips so tightly with her short nails digging into her skin. Sheila had to do her own tight gripping, holding onto the edge of the couch to prevent Caroline from driving her into the couch. Sheila was pushing back wanting the cock to go in deeper into her pussy and it was. Sheila was getting so aroused and her clit was getting so sensitive. Sheila let Caroline fuck her for more than a few minutes before she could stand it no longer. Sheila reached back to her clit, only having to rub the sensitive bug for an instant before her orgasm crashed down upon her. She cried out that she was cumming feeling Caroline give her a few last hard strokes before she gave in to her orgasm falling onto the couch. When she came back to life, she felt Caroline lying on top of her though her cock was no longer inside of her. Sheila felt Caroline begin to stir indicating that Caroline had cum with her. The base of the cock had obviously rubbed against her clit long enough to bring her to orgasm. Caroline slid back off of Sheila's back allowing Sheila to turn around and sit on the floor in front of Caroline. She saw just how flushed Caroline's cheeks were and she had to smile at her her before she reached out to Caroline's rosy cheeks bringing her in for a kiss that she followed up with another kiss and another before Caroline pulled back. "Oh god that was intense," Caroline said still trying to catch her breath. "Intense and a bit naughty..." Sheila said with a wicked grin. "Oh goddddd..." Caroline said with her face turning a rosy red hue as if she just remembered what they had done, what she had done. Sheila reached out pulling Caroline to her, kissing her face and lips to reassure Caroline and maybe reassure herself that she didn't go too far. Caroline did return the kiss but then she pulled back, turning around which scared Sheila for a second before Caroline began to slide back toward her. Sheila quickly opened her legs so that Caroline could slide back against her. Sheila wrapped her arms around Caroline's body pulling her in tight against her. "Are you okay?" Sheila asked her as Caroline put her head back against Sheila's left shoulder. "Yes..." Caroline said and Sheila was about to ask if she was sure when Caroline took in a breath exhaling which seemed to relax her. Sheila gave her another moment to collect her thoughts. "I feel so alive when I'm with you, you enable me to do things that I never dreamed that I could do." She said pausing again to take a breath. "I mean I never dreamed I could pretend to be a model, even if it isn't for real, and then let you take pictures of me nude and now the things that we do. And hearing you talk so dirty to me, it embarrasses me so much but at the same time it makes me feel so... alive... so excited." Again she paused for a moment, reaching up to feel her cheeks. "Maybe one day I will stop blushing and feeling so embarrassed all the time." Sheila could tell that Caroline was a bit ashamed of the way she blushed as she did and she knew that she had to made sure Caroline understood that she had no reason to feel that way. "You want to know something?' Sheila whispered to her. "What?" Caroline of course asked. "I love seeing you blush, I think you look so beautiful when you do. It also tells me that you're doing something for me and that makes me feel special," Sheila told her tightening her arms a bit to show that she was serious. "Really?" Caroline asked. "Yes really and you want to know something else?" Sheila asked. "What?" Caroline again asked. "No matter how many women I may take photos of, you'll always be my only model," Sheila told her giving her a kiss to Caroline's cheeks that was blushing again, but for a very different reason. "Thank you," Caroline said again reaching up to her cheeks but this time. Sheila noticed that her fingertips came back damp. "Stop that," Sheila told Caroline as she felt her own eyes tearing up. She then released Caroline so that she could turn Caroline's shoulders enough to kiss her. When the kiss ended, she stared into Caroline's eyes seeing them still wanting to tear up making her own eyes want to do the same thing. Sheila kissed her again, this time letting the kiss linger letting the moment go for another moment but then decided that they had gotten emotional enough for this moment. So as she ended the kiss, she dropped her right hand down to the cock that Caroline was still wearing. "Mmmm... seems someone's still hard for me..." Sheila said giving Caroline a wink. Caroline gave her a confused look so Sheila glanced downward getting Caroline to do the same. Caroline's face turned red and her jaw dropped as she saw what Sheila was doing, that being, stroking the cock that Caroline was still wearing. "Sheila! You're so nasty!" Caroline yelped slapping Sheila's hand away from the cock. "Hey I can't help it if my body keeps you so hard for me," Sheila said laughing at Caroline's expression of shock. "Oh god you're so bad!" Caroline said before beginning to laugh with her. "That I am!" Sheila said pulling Caroline to her giving her a kiss and a tight hug. When the kiss ended, Sheila gave Caroline a more serious smile saying, "How about we put this bad boy to sleep and get something to eat." "Yes, please," Caroline said giving Sheila a quick kiss before getting up. She did allow Sheila to help her get the harness off, which Sheila took on into the bathroom to clean as Caroline ordered them something to eat. At least they did both have time to clean up and get some clothes on before their food arrived. And after they had eaten it was back to their studies though Sheila had to smile seeing how happy Caroline was versus what she was when she had come home. The rest of the week went pretty well other than them both being loaded down with their classes. They spent most of their evening's studying and only getting to make love when they went to bed and even some nights they just cuddled and kissed before sleeping. That Friday night Sheila took Caroline to another gathering at Maddie's house. While Caroline stuck close to her at the beginning, but soon she was off on her own voicing her own opinions which made Sheila proud of her shy friend. Even when they got home and was in bed, Caroline was still talking away. It was only when Sheila gave her a kiss could she get Caroline to calm down and they could sleep. As the days passed, Sheila began to bug Caroline about her car, mainly because she had invited Caroline to go home with her for Thanksgiving and she wanted them to take her car. She didn't want to have to explain that her car was being fixed and her parents would want to help pay for the cost. That would lead into another complicated explanation that she didn't want to get into. Plus she just missed her car and the freedom it brought. Caroline let her use her car anytime she wanted but still it wasn't like having her own car. Caroline assured her that it would be ready, yet as each day passed she got more worried. And the more worried she got the more she pestered Caroline who seemed to just take it in stride as if there was nothing to worry about. The Friday before Thanksgiving week, Sheila was to the point that she knew that they would be taking Caroline's fancy car to her parents. That day she ended up having to stay at the university a little longer than normal so she didn't get back to the hotel until about three in the afternoon. When she got to the door, she swore that she heard voices, male voices at that. At first she was worried but then the voices sounded calm but still she opened the door slowly and carefully. She didn't see anyone at first but then as she opened the door further, she saw a gray haired gentleman sitting on the couch and on the other side of him was a teenage boy with black curly hair. She was confused at first but then she realized who the older gentleman and the boy were and what it meant. "Is my car fixed, is it here?" Sheila asked as she came into the suite leaving the door wide open. "Max as you might have guessed, this is my very rude friend who was never taught the proper way to greet guests in her home," Caroline said causing Sheila to look to her left to see Caroline standing there with a frown aimed directly at her. "Oh god! I'm sorry," Sheila said looking first at Caroline who nodded her head toward Max. Sheila went over to Max who was standing up and tapping his grandson to do the same. "I am sorry; I was being rude and selfish." Sheila said holding out her hand to Max. "It's all right young lady, I understand what a car means to young people, believe it or not I was once young and full of piss in vinegar like my grandson Kevin here," he said shaking her hand. Sheila noticed that he had a firm grip but not too firm and that his hands showed years of working on cars. Kevin's hands felt softer but they too were already showing signs that they would one day be like his grandfathers. "And to answer your question, yes your car is fixed and is waiting for you right beside Tinker Bell's car." Max told her. "Now Max we've discussed you not calling me that anymore," Caroline admonished him thought she did so with a smile knowing that it wouldn't do any good. "You asked me not to however I have never agreed nor will I," Max said with a fatherly smile. "Good for you," Sheila said grinning at Caroline who threw a frown in her direction. "So you want to go see your car?" Max asked. Sheila started to answer however Caroline spoke up first, "No we're going to visit for a while and then we're going out to eat." Sheila wanted to glare at Caroline but she knew it wouldn't do any good so she brought up another subject that she knew it was fruitless to do but she had to try, "Well that will give Max and I a chance to work out a payment plan for what he has done to my car." Sheila saw Max looking over at Caroline, "Tinker Bell can't help you out on this one, it's between you and I." she said directing her comment to Max. "Ah..." Max said looking at Caroline for help. "Sheila we can talk about that later, let's let Max and Kevin tell us about their trip down here," Caroline strongly suggested. Sheila had to smile at Caroline and she willingly gave in, "Okay but let me change clothes before you start." "Take your time," Max said with a smile as he and Kevin sat back down. Sheila had barely gotten out of the living room when she heard Caroline say, "I'll be right back." Sheila had no more gotten into the bedroom when she turned to see Caroline coming in, "Can I ask a favor?" she asked with her face showing how important the request would be to her. "I won't ask about paying Max any more but I had to ask at least one. I needed to show that I would pay Max and his grandson for what they did and I would if you'd let me." Sheila said before Caroline could ask. Caroline came over to her giving her a kiss, "Thank you." She said and then she hesitated biting her lower lip, "they did a lot more than you wanted... a lot more." "I figured as much," Sheila said to her with a frown. "And one more request?" Caroline asked. "What would that be?" Sheila asked. "Would you try hard not to embarrass me while they're here?" She asked. Now most people would be hurt by that remark but Sheila knew what Caroline was talking about, her not saying or doing anything close to sexual that would make Caroline blush. "Well Tinker Bell that is one thing I won't promise you." Sheila said giving Caroline a kiss. "That's what I was afraid of," Caroline said blushing a little. "Now go out there and entertain our guest while I change clothes and pee." "Thank you," Caroline said again smiling before kissing her lightly on the cheek before turning to leave. Before Caroline could take a step away, Sheila move her right hand back and smacked Caroline's right cheek smartly. "Ouch!" Caroline said turning quickly, rubbing her right asscheek with her hand. "Why did you do that?" "I owed you that one and you got another one coming to your left cheek," Sheila said giving Caroline a wink. Sheila saw Caroline trying to come up with a response but failing to do so. Instead she just stuck out her tongue out at her before turning to leave, this time walking quickly away before Sheila could give her that promised spank. Once Caroline was out of the room, Sheila picked up her cell phone calling Claire one of the part time photographers to work for her on Saturday and Sunday. With Max here, she didn't want to have to get up and go into work the next morning though she really could use the money but this was more important. She got lucky and the Claire was available as she too could use the extra work and the money she would make. She then set about doing what she came into the bedroom to do in the first place, that was change clothes and pee. By the time that Sheila got back to the living room, Caroline had her laptop out and she was showing Max and Kevin some of her favorite photos that Sheila had taken. So instead of making Caroline blush, Caroline had her blushing with the way she was fusing over the photos and the way Max and Kevin were saying how pretty they were. Caroline even had a few photos that she had taken of her, the decent ones of course; these Max complemented Caroline instead of her which Sheila didn't mind. Max even made Caroline print out a copy for him to keep. After the photos, they finally got to talk about the trip their trip down. Kevin had been pretty quiet until then but he opened up getting to talk about his grandfather letting him drive most of the way down. While he only had his learner's permit, his grandfather still let him drive. He, of course, was very proud of that though Max had made him promise never to tell his mom as she would kill Max for doing it. They did eventually make it down to Sheila's car to go out to eat. Sheila was anxious to see her car again but also a bit afraid of what Max had done to it. She trusted Caroline and thus Max that it was fixed properly but what all had they done to it. "Oh god you didn't paint it did you?" Sheila said before she could think seeing how shiny her car was, including the tires. "I wanted to but Grandpa wouldn't let me, so I put two coats wax on it," Kevin said proudly. "Well you did a great job," Sheila said to a beaming Kevin. She walking on around it noticing that not only had Kevin shinned up the tires but the tires were new. She did need new tires but she didn't want them to put them on it but the deed was done now. She opened to door to see that the inside was just as clean and the dashboard polished to make it look like new making her wonder if it was new. "And you cleaned out the inside too, you did a great job. Now I just got to keep Tinker Bell from spilling her drinks in it." She said winking at Caroline. "I only did it once and I cleaned it up," Caroline protested making everyone laugh and thus easing the tension everyone was feeling including the tension Sheila was feeling. "All the same you're no longer allowed to eat and drink in my car," Sheila said getting a pout from Caroline which was what she wanted. "Let's just go eat," Caroline protested. Max started to get in the back but Caroline made him get in the front seat where there was more room since it was a small car though it was considered a midsize car. Sheila got in and started the car listening to how easy it was to start and how quiet it was. She was a bit nervous as she put it into reverse and eased out of the parting space. She shifted into drive pressing down on the gas petal as she normally did however the car didn't react as it used to do. This time the car shot forward causing her to hit the break. "Whoa!" she said. She heard Kevin giggle from the back seat getting him a frown from Max. "What did you do to my car?" she asked. "We cleaned the valves and put in a new fuel injector system..." Kevin said from the back seat going on to what all that they had done, most of which Sheila had no clue as to what he was talking about. "Is there anything you didn't change or fixed?" Sheila asked. "The paint," Kevin said grinning. "Well thank you both, I do appreciate what you've done for me," Sheila said sincerely. "Thank you for allowing us to do it," Max said just as sincerely looking back at his grandson. Sheila then really realized that this was about more than just her or Max doing a favor for Caroline. This was about him and his grandson working together on something for someone else. It was a great teaching lesson for Max to give to Kevin. Sheila put it back into drive, pressing the gas pedal a little easier this time. It took her a bit to get used to her car but by the time that they arrived at the restaurant she felt comfortable driving it with its new power. Caroline had wanted to go to a fancy restaurant but even from knowing Max and his grandson for a short time, Sheila could see that they were more like her and would enjoy something that was a lot less high class. So they ended up at a mom and pop type restaurant where Kevin could order a big juicy hamburger as well as she did with Caroline and Max going for a steak. With Max in the spare bedroom and Kevin settled on the couch, Caroline and Sheila made their way to the bedroom. Sheila took her clue from Caroline putting on the pajama set that she had made her own. Sheila got into bed first with Caroline slipping in close to her. Sheila turned to her side to face her as she had a strong feeling that Caroline wanted to talk. "Thank you for not making a fuss," Caroline whispered to her. "Can I make a confession to you and you not let it go to your head?" Sheila asked. "Sure," Caroline said. "I don't mind so much that you had Max do all that he did, I knew my car needed a lot of work and I feared that I would have to find a way either get it fixed or trade it once I graduate. I really didn't know what I was going to do," Sheila said and she heard Caroline let out a sigh, a slight one but a sigh all the same. "And you can wipe that smug grin off your face," Sheila said though the room was dark and she couldn't really see Caroline's face. ''I'm not grinning," Caroline protested but her voice broke when she said "grinning". "Yes you are my dear," Sheila said reaching up to put her fingers to Caroline's lips finding them turned up at the corners. "See." "Well..." Sheila said. Caroline kissed her fingers before pulling them away, "Oh shut up and hold me," Caroline said and that was a request that Sheila couldn't refuse. She pulled Caroline in close feeling Caroline kissing her neck before burying her face into her the crook of her shoulder. Sheila kissed Caroline's neck in return then she mind began to wonder what would happen to when she graduated and be off on her own without Caroline to come to her aid as she seemed to be always doing. The next morning when Sheila woke up, she saw the sun beginning to rise in the window. She rolled over to see that she was alone in the bed which didn't surprise her. She heard voices beyond the bedroom door and she knew that the day had started and so must she. She slipped out of the bed heading to the bathroom to make herself presentable. Caroline had already ordered breakfast by the time she arrived in the kitchen to see Max drinking coffee and Caroline a cup of tea. Sheila got a cup of coffee joining Caroline and Max at the table while Kevin watched the pregame shows for the footballs games to be played that day. When breakfast showed up, Sheila got up to get it. When she saw what all Caroline had ordered, she was sure that she had ordered way too much. However when Caroline divided the plates out, she saw that Kevin got the lion's share. Sheila couldn't help but to watch as Kevin cleaned his plate long before the rest of them did. Then he proceeded to finish off hers and Caroline's biscuits with a generous helping of jelly on each. "How in the world do your parents afford to feed you Kevin?" Sheila wondered aloud. "I wonder too, I get him most weekends and when I send him back to my daughter, his grandmother has to go shopping to restock the house." Max said laughing with Kevin grinning. "Well when you come to visit again, we'll make sure to have plenty of food for you." Caroline said reaching over and ruffling Kevin's hair good naturedly. "So what we doing today?" Sheila asked much to Kevin's relief. "How about going to the football game?" Caroline suggested and Sheila saw Kevin's face light up. "Can we?" Kevin asked looking toward his grandfather. Sheila hated to put a damper on this idea but she felt she had to, "Caroline, the game is this afternoon; we'll never get tickets this late." She said seeing Kevin's smile damper appreciably. "Yee of little faith," Caroline said getting up from the table. They all watched as she went to her computer. Sheila started to get up to try and help Caroline find some tickets but then she realized that there was no need. Between Caroline's determination and her money, four good tickets would be found somehow, some way. "Don't pay too much, I know how those scalpers can be, they'll charge you an arm and leg." Max warned Caroline. "Oh she won't," Sheila said to him when Caroline didn't even acknowledge his remark and she didn't seem to hear her either so she figured that maybe Caroline just might need her help after all. Sheila got up and she saw Kevin's hopeful look and she knew that she had to make sure that Caroline got this right. "Any luck?" Sheila whispered to Caroline as she got beside of her. "Yea I just found four skybox tickets that someone wants to sell." Caroline said in a whisper just as Sheila hoped that she would. "No don't," Sheila said quickly reaching down pulling Caroline's hand away from the mouse. "Why not?" Caroline asked looking up at Sheila with an irritated expression. "Because Max will be pissed at you," Sheila said. "How do you know, I've known him all my life, you've only known him for less than twenty-four hours" Caroline replied giving her a very dirty look. "Because Max is a lot like my father and I know how my father would feel up watching the game in some stuffy skybox around people who would look down on a poor mechanic. My father would be much more comfortable and have a lot more fun around people like him." Sheila said as nicely as she could. "You mean people like me," Caroline said with a hurtful expression talking about the people in the skybox area. "No not you, he loves you and you weren't raised rich, you were raised by Nanny Kay who taught you differently but your money gives you power we don't have, you understand what I'm saying?" she asked praying that she would. Caroline looked around her toward Max and then back to her. Caroline was silent for a moment before she asked, "Show me which ones to get?" Caroline asked of her. Sheila smiled, "Let's see what we can get," she said getting a chair and sitting down beside of her. They looked at what tickets people were selling and then where they were in the stadium. Caroline had gone to a trustworthy ticket exchange so they were both sure that the tickets were real. Caroline still was leaning toward the real nice tickets that also had a real nice price. However Sheila managed to steer her to some tickets in the endzone where they were high enough to still see everything and yet not be the best tickets in the stadium. A few minutes later she was printing the tickets at a price just slightly above cost. "I'm afraid that all I could find was some endzone tickets," Caroline said picking up the tickets from the printer. "You didn't pay too much did you Tinker?" Max immediately asked. Caroline looked over at Sheila who couldn't help but to smile, "No Max I did not." She said. "Good, we don't want to spend too much money on us do we Kevin," Max stated. "No sir," was Kevin's reply yet Sheila could see that he was excited to be going to a game. She was sure that last thing Kevin wanted to do was to spend the afternoon watching TV or touring the city with them when he could be going to a game, a game that should be a close and exciting one. Caroline and Max talked at the table while Sheila joined Kevin in the living room watching all the pregame shows and a little of a game before it was time to head out to the game that was being played in the late afternoon. They stopped at the school store as Kevin wanted to get a cap and shirt so that he would be dressed in the school colors as he had now adopted the university as his favorite team. Caroline and Sheila had left them go on their own, choosing to check out some of the women's clothes but they both had plenty of the school's attire that neither of them wore all that much. They all met outside of the store where Max presented them with a school cap that they both put on just to make him happy. Sheila wasn't much for hats but this day, she gladly put the cap on. Once they were suitably attired, Caroline brought out her camera to take pictures first of Max and Kevin and then Sheila took a few photos of Caroline with Max and Kevin. She and Caroline traded places so that she could get her picture taken with Max and Kevin. Next Caroline showed Kevin how to use her camera and it all stated over again. Then Caroline recruited a man who was carrying a similar camera to take pictures of the four of them. Caroline got them all hot chocolates before they found their seats. Caroline sat beside of Max, next was Kevin with Sheila sitting to Kevin's side. Sheila wasn't sure if that was how Caroline intended them to sit or if it just happened that way, either way, Sheila didn't mind sitting beside of Kevin as his excitement was rubbing off on her. By the time that the team came back out and the crowd stood up and cheered, Sheila jumped up with Kevin cheering as he did. As the game progressed, Kevin took great pains to tell her what was going on. Now when she should cheer was obvious as she followed everyone else including Kevin, she would jump up and holler like he was doing. It was only after the play had ended did she find out from Kevin why she was cheering. By the time that they left the stadium where their university team won on a last minute drive, scoring in the endzone that they were sitting, Sheila felt worn out and was very hoarse. After the game, they let the traffic clear out before going out for pizza. Sheila drove them in her car, this time handling it a lot better, now that she was used to the renewed power that it had. They ordered a couple of medium pizzas that they pretty much finished off, taking only a couple of pieces back for a midnight snack for Kevin who was still growing. Max and Kevin had an early flight home the next morning so Caroline had them all up early so that they could get to the airport in plenty of time. Sheila was more of a get there just in time person while Caroline always wanted to be early. Again Sheila drove with Max riding up front with her. While Caroline had been very talkative all weekend, she seemed to be quiet on the ride to the airport. Sheila figured that it was just that Caroline had enjoyed having Max there and now he was going back home and she might not see him in a while. At the airport they all talked while they waited for the time that Max and Kevin had to go through security. Sheila made sure to thank both Max and Kevin for what they had done for her and made one more offer to help pay for the repairs. Max, of course decline and for some reason, Caroline didn't say anything about her offer to pay. Finally the time came for Max and Kevin to leave and after hugs all around, Max and Kevin made their way through security and with one last wave, they were gone. Sheila talked about the visit and teased Caroline a little about how she was going to call her Tinker Bell from now on. That only got her a slight smile but no comeback. Sheila figured that Caroline was sad about Max going and thus her father figure leaving her. By the time that they got to her car Sheila had about given up on getting Caroline to talk, figuring that Caroline needed some time to herself to think. However on the drive back home, Sheila noticed Caroline staring at her with a worried expression on her face. "Is there something wrong?" Sheila finally asked. "No everything is fine," Caroline said turning her head toward the passenger window. "You sure?" Sheila asked seeing Caroline's hand go up to her face like she was wiping her eyes. "Yea," Caroline replied and nothing more. Sheila gave up but she was beginning to worry about Caroline. She kept noticing that Caroline would glance over at her with that worried look. Sheila was confused about what Caroline was so obviously worried about. She kept quiet and waited Caroline out, at least until she thought she needed to say something and make Caroline talk to her. When they got back to Caroline's suite, Sheila put her drawstring purse by her laptop on the small table she used. She then went back to Caroline's bedroom to more her suitcases back to the spare bedroom that Max had been using. She had moved them out to make room for Max and Kevin's bags. She had no more opened the closet door and picked up her large suitcase when she heard a gasp from the doorway. She looked up to see Caroline standing there with a worried expression. "Are you moving back to your apartment?" Caroline asked with her voice breaking. End of Part 8 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