Caroline

Over dinner on our third day in Angoulins, Geoff announced that he was taking a trip to a nearby automotive museum and that all those interested should be up at eight the following morning. I thanked him, but as a musician and not an engineer, I declined and saw it as an excellent excuse for a lie-in. The other three seemed enthusiastic however.

Pete and I staggered home late again that evening several Francs lighter and just a little bit more frustrated. Pete was coming around to my way of thinking and we resolved to persuade his parents that it was time to move on. We wouldn't tellthemthat, but we were both desperate to get laid and this town was looking like a dead end.

Early the next morning, I was awoken by hushed voices and hastily eaten breakfasts as the day-trippers readied themselves. I listened as the car was driven away and relaxed back into my sleep. Around nine-thirty I awoke again feeling slightly groggy from the copious Kronenbourgs of the night before, but generally relaxed. I was contemplating my huge morning erection when I heard someone reaching for my tent zipper. Fearing I was about to be robbed I quickly covered myself up. The zip was drawn down noisily and Caroline's head appeared through the opening.

"Wake-up lazy arse," she called. "I'm going to the beach and you are going to keep me company."

"But..! I thought you'd gone to the museum?" I stammered.

"Are you kidding? What the hell do I want to go and look at a load of rusting old Citroens for?" she answered derisively. "Especially when you consider I could take a trip to the beach with the most handsome man in the west of France." Caroline smiled her heart-melting smile.

"And I with the most beautiful lady," I answered, quite out of character. I was pleased to see that I had actually caused her to blush this time.

Collecting herself she said, once again her confident self, "Come on get your stuff together. I've got everything we need. We leave in five. That is," she said, eyes moving down to the bulge beneath my sleeping bag, "unless you have anything better to do?" I laughed and threw my arm across my face to hide my embarrassment.

Caroline had packed a large straw bag with all that we needed for our trip, which I hoisted over my shoulder, and picking up my towel off the roof of my tent, we set off. Caroline slipping her arm through mine as we walked.

As we picked our way through the pine tree woods, towards the beach the cicadas were already shrieking in the mid-morning heat. Caroline teased me about Pete and my failure with the local girls. I laughed and agreed that we must be doing something wrong. To which she joked that we couldn't possibly be and that they must all be lesbians.

As we finally arrived at the coast, some twenty minutes later, we saw that we were at a particularly secluded part of the beach. Most people, including ourselves, drove to the beach and because we had cut through the woods we were a long way from the car park.

"This looks good," Caroline declared, dropping her towel to the sand and bending over to straighten it, giving me a front row view of her silky smooth legs and the lower part of her ass cheeks spilling out of her tiny shorts.

"It really does." I agreed, under my breath.

"Pardon?" she replied.

"Oh! I was just agreeing. Nice spot and all that. The sea over there and the sand here." I waffled on.

Caroline shot me her cheeky grin and sat down.

I passed her the bag and laid my own towel out a few feet to the side of hers.

"Breakfast," she declared throwing me an apple.

"Why thank you," I replied and bit down into its crisp, slightly sour flesh.

"I've got a nice peach you can bite down on afterwards if you would like." She said bursting out in laughter. "Christ! I must have seen one too many porn movies in my time."

We chatted for a while enjoying each other's company and the warmth of the morning sun. Caroline was wearing a figure-hugging, black, cotton, camisole-top, showing off her perfect upper body and a pair of very small, white shorts made from a kind of light toweling material.

"God it's getting hot," she announced and kneeling upright pulled her camisole above her head. She was right in front of me and I couldn't help stare at her naked stomach and her wonderful breasts as she slipped the top off. She was wearing a different bikini today. It was composed of black and white horizontal stripes. The top was a single band of lycra that hugged her breasts tightly. The briefs were also in figure hugging lycra, cut high accentuating her long legs even further. I suspect I must have stared a moment too long for, when my eyes finally looked up to hers, she was staring straight back at me. She smiled.

Next, she stood up, still facing me and slipped off her shorts in one deft movement before sitting down again.

"Oh yeah, that's better," she said, once again smiling at me.

I was already wearing my swimming trunks. They were black and of the gym shorts type. I did unbutton the short-sleeved shirt I was wearing however and allowed it to drop off my shoulders. It was my turn to catch Caroline eying my body appreciatively and I felt that familiar stirring in my shorts.

"Here!" she started. "Turn around and I'll oil you up."

I did as I was told as she crawled over to me. My body, reflexively, tightened as I felt her hands touch my shoulders, the cold sun lotion in her palms. I kneeled up so that she could reach the full length of my back. She seemed to be taking a lot longer over applying the lotion than on previous days. I felt her fingertips tracing the lines of my muscles, her thumbs pressing deeply into the tight spots. I let out a little moan and realizing I was enjoying her touch she proceeded to massage my back more thoroughly.

"You really ought to find a nice girl to do this for you more regularly," Caroline said, her fingers sliding in and out of my ribs, instinctively seeking out the muscle knots. "I'm sure she would enjoy it as much as you do."

As she slipped lower I felt her fingers very slightly slip beneath the waistband of my shorts. My cock twitched and grew hard within moments. Very quickly, her fingers slipped out again, but instead of taking them off my back she slid them around my front and drew them up across my abdominal muscles and up to my pectorals, an oily hand on each, my nipples slipping across her little fingers. She pulled her hands away and standing up, walked back to her towel.

"I'll leave you to do the rest yourself... You've got a nice body Joe." She said.

"Thank you" I replied, having no clue how to respond.

When I finished with the lotion I chucked it across to her and watched as she began to rub it into her skin. Feeling a little self-conscious of myself watching I slipped on my sunglasses and lay down on my front, aware of my hard prick pressing against my abdomen. I turned my head towards her, hoping she would be unable to see if my eyes were open or not.

I don't know whether it was because of my heightened state of arousal, but I was sure Caroline was taking longer than usual to apply the sun lotion to herself. She took her time to smooth it into her arms in long strokes, doing the same with her legs raising each one, one at a time. She gently rubbed it into her chest, allowing her fingers to slip beneath the edge of her bikini top. Eventually she lay back to sunbathe and we remained that way side by side, in silence for several minutes.

I had managed to calm myself enough that I dared to role over onto my back and was just dozing off in the heat when I heard Caroline ask in a deep lazy drawl,

"Joe?"

"Yes?" I replied, mimicking the questioning way she spoke my name.

"I want to do my back now. Could you be a sweetheart and rub some lotion into it?"

I didn't need to be asked twice and brought myself upright moving over to her on my knees. She smiled up at me, an arm draped across her forehead to shade the sun from her eyes.

"Thanks," she said, letting a hand slide down my thigh. Here we go again I though, feeling my cock twitching in my shorts.

Caroline slid over onto her front and pulled her hair away from her neck, exposing as much of her lightly tanned skin to me as she possibly could. I squirted a dollop of the cream on to the tip of the fingers on each hand and lightly touched her shoulders. She drew a short breath when the cold lotion met her hot skin. I apologized and she told me that it felt wonderful. I rubbed the lotion along the thick, smooth cords of her shoulder muscles and then down into the hollows below. I used my thumbs to coat her neck in the oily liquid applying a little pressure to the muscles either side of her spine.

"Mmm," she moaned as I massaged the sun cream in.

I let my fingertips lightly trace their way down from her neck with a feather light touch. Squirting yet more of the sticky white lotion into my hands I then began to apply it to her upper back. I dug my thumbs deep into the muscles next to the shoulder blades and again she let out a moan.

"God you are good at this," she purred, as I began sliding my palms upwards and outwards. I allowed them to slide across her upper arms and down her sides. I looked down at her skin glistening golden, tiny, creamy freckles brought out by the sun dotting her shoulders. I allowed my hands to slide lower and made a point out of stopping along the upper line of her bikini top. Moving my hands down to her waist and applying yet more sun cream to them I slid them across her lower back, coating all exposed skin before pressing my thumbs deep into her flesh and moving them upwards in little concentric circles either side of her spine. Once again, I stopped as my fingers reached the lower edge of her top.

"Hang on," she said and arching her back she slipped her thumbs underneath the elasticated material, stretching it wide and slipping it upwards and over her head. I momentarily caught a glimpse of her magnificent breasts hanging free before she lay back down on her front. My already swollen dick throbbed with excitement. Caroline rested her head on her folded arms and had her face turned towards me, but as she was wearing her dark, sunglasses I could not tell if she was watching me or not.

So that I could allow my hands to apply smooth, even strokes up her spine, I straddled my legs either side of hers. I held myself upright enough that I was not really touching her, but as I swept higher and higher upwards I leaned into her and allowed my stiff cock to press against her ass. She didn't seem to mind and the self-satisfied smile stayed in place on her lips. I pressed the heal of my palms deep into her flesh as I slid upwards, this time pushing myself quite firmly into her. There could be no doubt she must have felt my prick pressing into her ass, but she said nothing and just moaned again under the pressure of my hands.

Not really knowing what to do next, she was my best friend's mum and I was not about to risk making a fool of myself by making a move on her that she would probably reject, especially as we had almost three weeks of travel left together, I allowed my hands to come to a rest against the small of her back and said,

"All done."

"Mmm, Joey," she moaned through almost closed lips. "You are going to make a lot of girls very happy and very wet."

I clambered off her and slid, as surreptitiously as possible with the biggest hard on of my life, back to my towel.

I too lay on my front a mirror image of Caroline. I couldn't tell if she was watching me, not behind her shades, but I was certainly watching her. Her lips ever so slightly parted, her tongue lightly tracing the gap from time to time to keep it moist.

We lay there watching or not watching each other for about twenty minutes. I felt as though I could stare at her forever, when she hoisted herself up onto her elbows and turning to me said,

"You don't mind if I go topless do you?"

"I gulped and managed to say, "Not at all," as my heart hammered in my chest.

She grinned and drew herself upwards into a cross-legged position facing directly towards me.

I didn't know what to do. I didn't want to look like I was staring at her naked upper body, which of course I was, but I didn't want to turn away like a shy child. I decided to lie as I was, pretending to not have noticed and hoped my flushing cheeks would be disguised as sunburn.

Caroline's breasts were better than I had imagined them to be. They were large and heavy and hung downwards only a little. They were almost identical in size and shape, each one moving slightly away from the other and peeking with a large, deep red nipple surrounded by perfectly round, lush areola. I could see the feint tan lines of her bikini, which only highlighted her nudity. My cock was aching beneath my abdomen, thick, almost painful pulsations throbbing in its head.

I heard the pop of the suntan lotion cap and watched as Caroline squirted a generous portion into her hands and then began to smear it into her chest. I was transfixed as her hands slid up and down, lightly tracing every curve and line of her breasts, her fingers finally reaching her nipples. She cheekily arched her back a little at this point, thrusting her chest towards me and I watched as her nipples played in and out of her fingertips. When finally she let her fingers fall I could see how pronounced and stiff they had become from her caress. She smiled straight at me and I, involuntarily smiled back. She had caught me red handed. Her smile broke into a grin as she slid herself down on to her back.

"Maybe I should have asked for your help then too," she teased.

My mind was a whirl. Caroline had always been a tease with me, but surely this was more than just her wicked sense of fun? She had put on a show for me and got me as wound up as a clockwork toy, but what the hell was I meant to do about it..?Nothing, was my answer. I would act as though it were just two friends flirting and having fun together and when I got back to my tent I would unleash the orgasm that lurked inside me like a caged tiger.

I twisted onto my back, no longer really caring about the hard on in my shorts and thought about what had happened. If Caroline had been a girl of my age I would have been all over her like a rash, but she wasn't, she was a wife and a mother and what was I to do?

Time ticked onwards, as I lay there hard and confused. Finally I heard an "Oi!" and looked around to see Caroline sat bolt upright, once again wearing her bikini top and unpacking the straw bag.

"Lunch," she said as she pulled out a French loaf, a ripe, round Camembert, some liver pate, a couple of tomatoes and bottle of the local red.

We dragged our towels a little higher up into the tree line to escape the full force of the midday sun. She pored us both a large beaker of wine and holding hers up declared,

"A toast! To a lovely day at the beach with a lovely young man." I smiled and gave an elaborate bow and said that the pleasure was all mine. We clinked our plastic cups and drank each other's health, Caroline staring deep into my soul as she drank. I had the, not entirely uncomfortable, feeling that she was reading my mind.

We ate and drank and laughed and the tension of the hours before finally began to leave my body. My erection had subsided enough that I was comfortable, but would not leave me entirely. As the wine flowed and we both became a little tipsy Caroline began to ask me about my girlfriends. I said that I did not have one at the moment, which was probably for the best, as I would be moving down to London in September. She agreed, but said it was unhealthy for a young man like me to be without a girl for too long. I concurred and exaggerated the truth that I had been with girls casually since my last relationship broke down. She asked me if I had ever been in love and I replied that I hadn't, but looking deep into her emerald, green eyes, I began to question myself. Finally, as the wine got the better of us both, she said, with that cheeky grin of hers,

"So, have you made love to a woman yet?" Of course, I flushed scarlet, but feeling bolder from the alcohol I answered her honestly and said that I had, but only with one girl and we both had been pretty awkward about it. She smiled at me, but with no trace of her mischievous side. It was a warm, caring, dare I say, loving smile.

"If I were twenty years younger Joe I would happily share my first experiences with you."

I don't know where it came from, but I replied, "I can think of no one I would rather experience it with even if you were twenty years older."

Realizing what I had just said I blushed again and sank my head with embarrassment. Caroline just stroked her hand across my cheek lifting my eyes to hers and whispered, "That was one of the nicest things anyone has ever said to me." She leant in and kissed me lightly on the lips and then, standing up said, in her normal breezy tone, "Right! I'm off for a swim. Watch the stuff."

As I watched her beautiful, lithe form strolling towards the ocean I wondered to myself if I really was falling in love and then, noticing the demon in my shorts, back to torture me, decided that it was, perhaps, just lust.

I dragged my towel back into the sunlight and lay on my back. I must have dozed off from the delicious lunch because the next think I was aware of was the feeling that the sunlight had been, somehow, taken away from me. I opened my eyes blinking to see Caroline's form silhouetted before me. The sun was directly behind her and bleary eyed, I found it hard to see her clearly. I could just make out her sodden hair hanging to her shoulders, wet streaks clinging to her cheeks and again, the naughty grin playing across her lips. She stood, legs apart over my legs, hands on hips and I felt the cold drips of seawater against my thighs. Looking up at her she looked every bit the Amazonian warrior preparing to attack. Then... attack she did.

She suddenly leapt down to her knees, one on either side of my thighs and throwing herself forwards, laughing, she grabbed my wrists in her hands, pinning me deep into the hot, dry sand. I didn't try to resist her, but I could feel how strong she was as she held me down. She looked straight into my eyes, that silly grin fixed in place. She looked young and vibrant. Shewasyoung and vibrant.

All of a sudden, she threw her head down and let her wet hair fall all over my chest and then shaking her head wiped it all over my naked skin. I couldn't help myself from trying to rise up against the cold, wet hair against me, but I really was pinned down properly. The best I could manage was to arch my back, thrusting my pelvis towards her.

Caroline eventually sat upright, releasing my wrists, smiling in a different yet more dangerous way now. Her eyes traveled down my torso then her open palms followed. I felt myself shiver with excitement as her fingers stroked across my nipples on their journey downwards. They smoothed their way down and as they reached my shorts they continued. I was slightly relieved that they just missed stroking my hard cock, as my desire would be all too apparent. She finally let them rest against the bare flesh of my thighs, just in front of her own knees. Her eyes rested on the bulge in my shorts and feigning surprise, she asked,

"What have you got in there Joey? Is it a present? For me?"

I just gulped.

Her hands slowly began sliding upwards, only this time I felt them enter underneath the legs of my shorts. I bit my lower lip as they slipped higher and higher. Finally I felt Caroline's right hand smooth its way up the length of my swollen cock, her left hand seeking out my balls, which tightened the moment she made contact. I felt ready to explode, as the object of my lust, for so long, held tight onto my penis.