Caroline

I had been "in love" with Caroline for as long as I could remember.Well, to be more precise, I began my crush on her during my adolescence. While hormones were raging and I was becoming aware of my sexuality it wasShethat became the focus of my desire.

Caroline was my best friend - Peter Foster's mother. Pete and I had decided we would be best friends on our very first day at primary school, when we sat opposite each other and shared crayons. We have maintained that friendship right the way up to this very day.

Caroline and Geoff - Pete's father - were young parents and Pete was their only child, no doubt the unplanned product of a night of passion at university. They were both highly intelligent people and had obviously not let having a child while still studying spoil their careers. By the time Pete and I turned eighteen, a month apart from each other, Caroline was only thirty-seven and Geoff just thirty-eight.

As the youngest child of four myself, my parents were old in my mind and going round to Pete's was always something to look forward to. There was always a lot of swearing going on and rude jokes being told. Pete and I would be allowed to stay up late and watch the kind of TV shows that kids weren't normally permitted to watch. It was, in a way, more like being looked after by an older brother and sister than a mum and dad.

Caroline always had a naughty sense of humor and as I entered my teens she would regularly tease me with suggestive comments, no doubt reveling in my obvious embarrassment. She would tease me about how tight my jeans were and how they left little to the imagination or about how handsome and muscular I was becoming and how the young girls must be fighting over me at school. To the best of my knowledge they were not.

When she came home from work, Caroline would make a big show of telling me how she was going to strip off her formal work clothes and change into something more comfortable. She would appear moments later wearing quite sexy, figure-hugging outfits. In retrospect, she was clearly just having fun. She was hardly more than a girl herself and took pride in her good looks and enjoyed being flirtatious.

Caroline was a beautiful woman. She was of northern European descent, a mix of German and Danish, which blessed her with many naturally strong features. She was taller than the average English woman, probably about 5'9. She was slim, the result of a healthy diet, regular yoga classes and her good, Teutonic genes. Her hair was shoulder length and quite straight. The overall effect was blonde, but was, naturally, composed of many different shades and tones, some quite golden, some silver and others almost chestnut. She had quite strikingly, pale, green eyes that drew you in whenever you met her stare. Her eyebrows were quite strong. They were clearly well crafted, but Caroline left them a little thicker than most women, adding to her stunning, Arian appearance. She had a long, straight nose and full, sensual lips. Her cheekbones were high and she had a powerful, yet still feminine, jaw line. Her skin tone was quite pale, but glowed from within and gave an overwhelming impression of good health. She was one of those ladies who looked incredibly good without any makeup on whatsoever, but when she wore it she applied it only to eyes and lips, but in quite dark tones, giving her that 'femme fetal' look.

I remember she had taken to wearing a pair of half-moon, tortoiseshell spectacles when reading and the effect, when she looked over the top of them at you, was both unnerving and incredibly erotic at the same time. She definitely had that 'sexy librarian' look about her when she wanted it.

I suppose, as a young man, I could not help being drawn to the sight of her striking physique. She had rather large breasts, definitely bigger than the average and she was not afraid to show off the fact by wearing tight sweaters and low-cut tops. I suspect that they were perhaps not as pert as they must have once been, but they maintained a good shape, despite her age and sat as high on her chest as someone ten years her junior.

Anyway, I was smitten. I would invent numerous fantasy scenarios whereby the beautiful Caroline would seduce me and make a man of me, little knowing that something along those lines was indeed to come true one day.

*

Pete and I were eighteen. We had just left school and would be going our separate ways after the long summer break. He was to go to Edinburgh to study engineering and I had won a scholarship to study piano and composition at the Royal Academy of Music in London. It would be the first time we had not been at school together since we were five years of age. Caroline and Geoff had decided to take a month long holiday, camping throughout France and had suggested that I come along. It was to be something of a celebration of our impending independence, but above all, I was there as part of their family and to keep Pete company. I leapt at the offer. It was to be my first time outside of Britain and Pete and I made great plans to experience the exotic delights of the famously sexual French girls.

At this point in my life, I am proud to say, I was a rather handsome young man. My body had, over the last few years, become a man's body and as Pete and I were quite athletic boys, playing a lot of sports and working out with weights, we both had developed strong, muscular physiques. I was about six feet tall, had short dark hair, blue eyes and fairly regular features. I was luckier than many boys my age in that I had excellent skin; my mother, being something of a health nut, had always fed her kids fresh, healthy, nutritious foods.

At the beginning of July we set out from Dover, taking the ferry across the channel to begin our trip through France. We took our time driving southwards, taking advantage of the quiet, linear, Roman roads and reveling in the beautiful countryside around us. We would stop off at a campsite in the late afternoon and set up camp for one night only before moving on to the next port of call. The downside to this was that there was never any time for Pete and I to check out the local talent. We did eat delicious food, however, in the local bistros and I got to sample more than my fair share of the spectacular French wines.

It was during these boozy evenings that naughty, flirtatious Caroline would come out to play. I remember her asking when we "young studs planned to get laid?" Pete would just tell her to shut up and I would turn beet red. Paying no attention, she ran her hand across my chest and said "there must be thousands of girls out there getting wet at the idea of being screwed by two muscular men like you." I could say nothing and just kept swigging my wine, but I could feel myself, as hard as a rock inside my trousers.

Geoff didn't seem to mind his wife's flirtatious manner. On the contrary he seemed to enjoy it and would often laugh and join in with the humiliation. Caroline once joked to Geoff that when we reached the coast we should maybe hunt out one of the famous nudist beaches in France so that they could see if my dick was as impressive as the rest of my body. Pete gave his mother a tongue-lashing and Geoff just burst out laughing suggesting that that was probably a good idea. I silently prayed that they were only joking as the idea alone of standing naked before Caroline made me as stiff as a pole and I knew I wouldn't be able to control it in reality.

On the whole we would all laugh and joke and tell lurid tales as we drank and then we would merrily stroll back to the campsite, Caroline linking arms with "her men" and laughing all the way back to our tents. As soon as I would crawl into my tent for the night I would have to unleash my swollen penis and play with myself thinking of the ideas Caroline had planted in my mind.

As I am sure you can imagine, it was hellishly hot in France during July. We would rise early so as to do the majority of our driving before the noonday sun would beat down on us. Stopping in a shady spot for a long, lazy lunch of bread, cheese, pate and fruit and to enjoy a nap or if we could find somewhere suitable, to take a dip. Caroline would be the one to wake us boys in the mornings. She would go to our tents, unzip the flap without warning and shake you awake with soft words. You had to sleep naked, because of the heat and there were a few times when I would have to drag my sleeping bag over my body just in time to avoid showing her my inevitable morning erection. The idea of displaying myself to her in that condition became so exciting that one morning I decided to try it. I prayed that Geoff wouldn't wake me for a change and lay there, my unzipped sleeping bag wide open with only my feet tucked inside. My dick was hard anyway, but the idea of Caroline being so close to it gave me a hard on like no other. I lay there and feigned sleep.

As usual, at about seven-thirty, I heard movement outside my tent. I listened as the zipper was drawn down and then... there was silence. My feet were pointing towards the entrance and Caroline must have had a prime view of my engorged shaft. The silence was palpable and I wondered if I would be able to pretend to be asleep for much longer as my heart was hammering and my lungs were aching, desperate to take deep, calming breaths. Suddenly, I heard Caroline speak in a hushed tone,

"Ooh, what do we have here?" she murmured suggestively. "Maybe I should lick it while he's asleep."

Involuntarily my rock hard cock twitched and I knew I'd been caught in her trap. I heard a soft snigger as she realized she'd beaten me. I was far too embarrassed to own up and lay there, lamely pretending to be asleep. Finally, after what seemed like forever, I heard movement and felt my sleeping bag being drawn over my body, covering my lower half. Although, this morning, instead of the gentle shaking of the leg to wake me, I felt, through the sleeping bag, a hand slide across my upper thigh and then across the length of my penis and then further up across my bare chest. 'Wake up sleepy head," she whispered. I pretended to wake up and saw Caroline above me, lips slightly apart, the hint of a smile upon them. She grinned at me and slid out of the tent telling me to "do whatever I had to do" so we could get going. Needless to say there was something I had to do before getting dressed, but that really didn't take very long at all.

We had two more days of traveling before reaching our first stop-off point. Things carried on as normal, although, for some reason I lost the nerve to expose myself to Caroline the following mornings.

One afternoon we arrived at the campsite hot and sticky after a long day in the car. We all agreed that a shower was of the utmost importance. Geoff, kindly, set to work assembling the tents. Pete, Caroline and myself wandered off to find the shower cubicles. There was a row of about six doors side by side and it was clear to see that they were all taken. We lined up and waited, looking forward to washing away the sticky sweat and relaxing under the jets of water. Finally, one of the doors swung open and a leather skinned gentleman with an enormous potbelly stepped out. I was about to indicate that Caroline should take it first when Pete shouted out "see you later losers," and dashed for the door leaving his mum and I standing.

"Charming!" Caroline declared, "I blame the parents. I bet you wouldn't allow a lady to wait in your place would you Joseph?" her emerald green eyes burning into me.

"Um, of course not," I offered. "I am a true gentleman and would lay down my life for a beautiful maiden in distress such as yourself."

Caroline laughed, looking almost girlish.

"How about the next cubicle that comes free we share? You can scrub my back and I can see how much of a gentleman you truly are," she suggested, looking up at me with that naughty smile of hers playing across her lips."

I immediately did my lobster impression and felt my cock swell in my shorts.

Just then, the two cubicles next to each other on the far left of the row swung open simultaneously, a pair of elderly ladies vacating at the same time.

"Oh too bad," Caroline teased, winking at me, "we've no excuse now." And she headed off towards the far end cubicle.

I limped after her, desperately trying to cover the huge bulge in my shorts with the towel I was carrying.

Once inside the shower I stripped down, hanging my shorts and T-shirt on the pegs by the door. I could already hear the water splashing down in Caroline's cubicle and thought about her there, just two feet away, absolutely naked, the warm water playing off her wonderful body. I looked down at my cock and saw how proudly erect it was, the swollen purple head poking out from beneath the foreskin. I started my shower too and closed my eyes as I let the water consume my body.

The showers were the type with the timer button on them that you had to punch in every minute or so to keep the water flowing. I was in a dream world, enjoying the jets of hot water and thinking of Caroline when the water clicked off. I took this opportunity to soap myself and taking a generous handful of shower gel I began to lather my body up. Needless to say my hand lingered between my legs. My hand stroked the suds into my tight scrotum and up my long, hard shaft. As I moved my hand down again I brought my foreskin down with it exposing the head and feeling the exquisite pleasure. I allowed my soapy hand to slide below my scrotum and to caress the soft skin beneath it and beyond until my index finger was teasing the entrance to my ass-hole. I could feel the spasms shooting from it all the way up to the tip of my penis. As I stood there, playing with myself, I heard Caroline's shower click off too. I listened as she flipped open the cap on her bottle of shower gel. She was singing an almost inaudible tune as she washed herself down. The sound of her soft breathy voice so close to mine, the idea of her hands caressing her body right next to me was too much to bear and I began to pump my shaft up and down beneath my fist. There was an easily audible squelching noise as my soapy foreskin was pulled back and forth, but I really didn't care. I was biting on to my lower lip as I masturbated, trying to stifle the moans as I felt the spasms pulsing through my body when I heard a strange thing. Caroline had stopped singing, but her shower was still switched off and I am sure I heard her let out a soft moan of her own. I stopped playing with myself and listened closely and there it was again; an almost inaudible cry let out from the back of her throat. I felt certain that I wasn't the only one taking pleasure in my body and prayed she was thinking of me as she touched herself. I leaned back against the tiled wall, my left arm behind my back and my right arm clutching my cock. I began to masturbate getting faster and faster. I no longer cared about stifling my cries and just worked my cock for all it was worth. Two or three times more I heard Caroline's lustful moans and that turned me on even more so. It wasn't long before I felt my orgasm coming on, I felt my ass-hole tighten and stopping my thrusting I gripped my penis tight and felt it shudder in my hand as I fired my cum in numerous spurts across the wall opposite. As I came I let out far too loud a cry, but I was lost in the moment and didn't care a damn. As my orgasm was subsiding I was aware of a series of stifled, breathless cries coming from the shower cubicle next to mine and was sure Caroline and I had cum almost simultaneously. I quickly punched the shower button with the palm of my hand and washed myself off as the realization of what had just gone on struck me.

When I left the shower I could see that Caroline had beaten me back to our tents, as her cubicle door lay open. I wandered back to our site, bare-chested with just a towel draped around my waste and clutching my clothes to my chest. As I arrived I saw Caroline and Geoff sat around our little primus stove with a glass of wine each.

"Nice shower Joseph?" Caroline asked, a cheeky glint in her eye. I just muttered something back. "Mine was wonderful," she purred and smiled a knowing smile at me. I quickly dived into my tent as, despite the good seeing to I had just given myself, I could feel my dick twitching back to life beneath my towel.

The next day we arrived at our campsite just outside a small town called Angoulins, not far from La Rochelle. It was close to a stretch of coast Geoff had assured us would be quieter than most this time of year. We had decided to spend the next five or so days relaxing on the beach as we had had a lot of car journeys recently and we all were ready to kick back and do absolutely nothing for a while.

The beaches were quite spectacular, long swathes of smooth, golden sand stretching as far as the eye could see. Geoff was right, the beaches were quite empty with them being on the colder Atlantic as opposed to the Mediterranean further south. But, the weather was perfect, azure skies and the hot sun beating down. Taking a dip in the cooler Atlantic was quite wonderful after having your skin bronzed by the intense summer sun.

We were in France and topless sunbathing was 'de rigeur'. On our first trip to the beach I wondered if Caroline would do as the locals. I had imagined seeing her large breasts in the flesh many times and thought that perhaps now was my chance, but when we arrived I was mildly disappointed to see that she stripped down to a two piece bikini. She probably wanted to save Pete from embarrassment, as she was clearly and with good reason, proud of her body. She did look quite spectacular however. Her bikini was all black. The top fastened in a bow between the shoulders and had two ties that fastened around the neck. The bottom part was rather small and tied in a bow on either side, at the waist.

Caroline's body was everything I had imagined it to be and more. Her full breasts sat independently of each other and followed a curving line, ending in two subtle peaks where the nipples were just discernable beneath the cloth. Her bottom was well rounded, but still quite pert and the skin on display was smooth and blemish free. She had a flat abdomen and long smooth legs. Geoff was a very lucky man indeed.

We lay among our towels at the edge of the tree line at the top of the beach, soaking in the rays. I watched as Caroline applied sun cream to herself, smoothing it up and down her long legs and rubbing it into her tummy in a delicate circular motion. I watched her arch her back, thrusting out her wonderful breasts as Geoff massaged the cream into her shoulders and back.

Having passed the sun lotion around Caroline announced that I needed some on my back too and forcing me to stand up she gently rubbed the cool cream into my skin. I had to make use of every ounce of self-control not to get excited by the feel of her touch against my skin. As she finished she ran her long fingernails down either side of my spine causing me to shiver and then promptly smacked me on the ass and said, "You're done tough guy."

Pete was very keen to take in the local talent and dragged me along with very little resistance. On our walks up the beach we saw women of all shapes and sizes some exceptionally beautiful and many naked from the waste up, but despite all the stunning women on view I couldn't help thinking back to Caroline.

In the evenings Pete and I hit the local bars and the one nightclub. We met some attractive French girls of our own age and attempted to seduce them with stilted French and free beers. We had some fun, we danced and we got drunk, but each night would end with a peck on the cheek, a giggle and the promise to be back the following night. Pete was adamant that persistence would pay off, but I wasn't so sure. I had a horrible feeling that we were not much more than the source of free booze and a few laughs.