Caroline Ch. 02

She must have seen my even more puzzled expression because she quickly added, "It's nothing you've done. When we were talking on Tuesday I suddenly realised that I had been taking you for granted. I know you want me and, by the look in your eyes, I suspect that your desire is very strong. I was sort of blocking it out. Oh, I knew what it meant and everything but I hadn't got to grips with it."

"I don't know what you mean," I interrupted a bit abruptly. I was worried about where this was going.

"No, let me finish. What I mean is that I hadn't admitted to myself that I wanted you almost as much as you, I think, wanted me. When I'm with you I feel so important, so real; its such a great feeling that I didn't recognise exactly what it was. When you said that you would never treat me as an object and how beautiful I was I suddenly realised what it meant. Why did I feel 'safe' with you, why so good -- because you treated me not only as an equal but as a woman at the same time. I thought then that I might want to be treated like a woman sexually by you. How would that be? What would it be like to go to bed with you?"

"Umm, errr, I don't know where this is going Caroline," I said.

"No, just wait, let me finish it all," she said to me sternly. "I've got to explain it all the way through. Although I knew you wanted me sexually, but as I said, I hadn't really taken it on board so I hadn't really looked at you sexually. No don't interrupt!! Let me get through this. But I must have really, you're a man, I'm a woman -- I must have realised what was happening, mustn't I? I was very confused. I just had to think things through and talk to Joanna. That's why I was so quiet in the car."

"Caroline, you don't have to explain yourself to me, you know that."

"Shush," she said, "I want to explain myself, I think that it's important to both of us for me to tell you what I felt and thought."

"When I got home I was close to tears, I was so mixed up. I think that I realised that our relationship had reached a cross-roads and you didn't really know about it. So on top of being mixed up about my feelings, I felt guilty about what I was doing to you even though you didn't know I was doing it. Isn't that silly?"

"Of course not. Its nice really, that you care for my feelings," I said, immediately softening to her. She looked delightful, determined to get through what was obviously difficult for her. "I'm sorry," I said, "go on."

"Well, when Jo came in she saw what a state I was in gave me a cuddle and listened to me babbling on. The really silly thing was that I knew what I was going to do all along...."

"Caroline," I interrupted, fearing what she was going to say.

"Will you shut up! You blokes, you won't listen. I've got to finish it all. After I explained it all to Jo she told me that I had to make a decision. I had to stop seeing you . . ."

"No, you don't have to," I was desperate. I knew then that I didn't want to loose this girl, even for our lunch time meetings and even if it never went any further. She must have realised the anguish in my voice and on my face for she looked me straight in the eye,

." . . or go to bed with you," she finished.

Now I was truly flummoxed, speechless, open mouthed, astonished and any other word that comes to mind.

She laughed, "Oh you do look silly," she said, "close your mouth. I'll be finished in a minute. Joanne asked me what I wanted to do and I told her I wanted to go to bed with you but I was frightened where this would take us so I couldn't make up my mind. Jo's great at times like this, she sees through things, you'd like her. She said to me that life's to short to die wondering, and as I'd already lost my virginity I didn't really have anything to lose. That made me laugh and the tears went away. That's why I'm here, I made up my mind, I'm going to bed with you today whether you like it or not," she ended (mock) defiantly and gave me the full power of those lovely blue eyes.

"Caroline, love, you don't know what the last few minutes have done to me, are you sure? I want you more than anything. Did I ever tell you that you're beautiful." I ended, laughing. I walked over to her and, as she stood up, put my arms around her. "I'm so much older, I can't give you much time."

"I don't care about age or anything, I want you too -- so bad it hurts. I know I'm not very experienced but I'm sure I'll be good."

"That doesn't matter, just be you."

We hugged each other and kissed, hell it felt marvellous. Her body pressed against mine, and the beating of her heart, was heavenly. She pulled away from me and said, "I want do this properly. I've never been to bed with a man before, Oh I've had sex but never like this, I mean, I've never asked for it. Oh, I can't believe I just said that," she stuttered, "what I mean is, oh, don't laugh at me, what I mean is, is, is . . ."

I saved her from her misery, laughing, I grabbed her and planted a kiss on her lips, "Ssshh," I said, "I think I know what you mean. You want to do it all properly, bedroom, preparation, etc., Yes?"

"Yes, that's how I want it, romantic I suppose. I want you to make love to me! There! I've said it."

"I can think of nothing I'd rather do than make love to a beautiful woman. The bedroom's upstairs, come on lead the way."

We left the lounge together and she climbed the stairs, just behind her I was mesmerised by her beautiful bottom. Would I have that today? I knew that this day had to be handled very carefully. I had to stay in control if both of us were to fully enjoy ourselves and it wasn't to be just a one off.

At the top of the stairs I pointed at the bedroom door and said, "The bathroom's off the bedroom, you OK?"

"OK," she said, "I'll call you when I'm ready," and kissed me again. "You still haven't told me whether you like my new blouse," she laughed closing the bedroom door.

I thought it best to get into something lighter so I took a pair of silk boxer shorts from the spare room, undressed, had a very quick shower, and put them on. Laying on the bed there, the waiting was terrible, I had an enormous hard on at the thought of bedding this lovely young woman. Particularly I was focusing on her beautiful derriere, wondering if she had ever done anal before. Surely one of her boyfriends had tried it on, she was so desirable there. But I was determined to not to spoil anything for her. I realised how important this was for her, it almost seemed as if she was giving me her virginity, that all those time before with various boys didn't count. This was something to be savoured. I was going to make sure that she really enjoyed today and would remember it for a long time.

I heard the shower go and various noises from the bathroom, imagination running wild, and, after about 20 minutes heard her voice call my name. I opened the bedroom door not knowing what I'd see, but not really prepared for what I saw. She was in my very large double bed with the duvet pulled up to her chin.

I smiled at her, "You're beautiful," I said.

"I'm silly," she replied. "I was going to be so sexy when you came in, now I'm shy. I know my boobs are too small and my bottoms to big: 'fat hips' they used to call me at school. I don't think I can let you see me!!!"

"You're not silly, just worried," I said, "You're beautiful, I've told you. I don't care how big your boobs are or your bottom is, you're beautiful. Anyway, your boobs are perfect and anybody who says your bottom is too big is either blind or stupid or both, it's absolutely perfect." So saying I reached down and pulled the duvet away. What a wonderful sight, pert young breasts, small but perfectly formed with a glorious aureole and nipple. A soft curve to her stomach, and small hillock that eased slowly down into her mons venires covered with a delightful blonde fuzz. She was a vision of loveliness. I lay down beside her, kissed her lips, and whispered in her ear, "Tu sei bella, bella sei tu."

She turned her head to face mine, "Oh thank you, it makes me go all squishy inside when you say things like that."

"You speak Italian?" surprised.

"A bit. I know that means 'you are beautiful, beautiful you are'. You can say it as often as you like!"

I began to kiss her face all over, her lips, her eyes, her nose, her lips again and my hand began it's journey down her body. It stopped at her boobs. Gently I stroked her breasts, paying particular attention to the underneath, and tenderly tweaked her nipples that were hardening as she became more aroused. I moved my fingers round and round in circles on her wonderful breasts then cupped one in my hand as my thumb played around her nipple. My hand left her lovely pert young tits and moved southward across her stomach with it's soft curve that accentuated her beautiful rear and rested on her belly button. After twirling round and round for a while, my fingers continued on their downward exploration. All the time I was kissing her and, as I reached her pussy with my hand, her tongue pushed into my mouth and we began that most intimate of oral stimulation as our tongues entwined.

I ran my finger along the soft hair of her mound and gently delved in between the lips of her vagina, finding her already very wet. She pulled her mouth from mine, "Please, do it now. I want you, I want you in me, now. Please, please!" she whispered in my ear, "I want you now." I gently stroked her with my fingers before placing one deeper into her vagina, softly moving in and out.

I was rock hard and certainly ready to take her, how I'd kept off for so long I don't know but now was the time. I moved to lay over her, but not on her. I don't like to smother a woman with my weight in this position so used my arms to stay off her. With a truly Herculean effort I held myself on one arm and with my other hand placed my cock at the entrance to her sex. I slowly moved the head up and down, gently touching her clitoris hidden in it's little shroud, the rubbing down the length of her vagina. She was moaning, "Yes, yes. Please put it in. I want you in me, now."

I slowly inserted myself into her, after about halfway I pulled out and thrust back again. I continued to do this, going a little deeper each time. I've been told that this prolongs the feeling of insertion for a woman, I don't know. It's great for me. I had a problem, however, I didn't want to cum. As I've said before, when you're my age you need to keep your powder dry. If I came now, it would be the end; and this wasn't the end I had in mind! So I wanted Caroline to cum, not too soon, she had to really enjoy this, but far sooner than I did. When I reached balls deep in her hot, tight wetness I lowered myself down and began to kiss her tits and suck on her nipples. At the same time I began stroking her in earnest, almost totally out then the drive back in. Her legs came up to clasp my thighs and hold me in position. Looking at her face, I saw that she was close to orgasm.

"Caroline," I called, "look at me." I wanted to see her eyes as she came. "I want you to look at me as I make love to you. Do you like it? Look at me as you cum."

She opened her big blue eyes and looked directly into mine, "Oh yes," she breathed as orgasm washed over her. I could see her eyes flutter in passion and feel the walls of her vagina clasp my cock as her fluid warmed it even more. This was a supreme test -- I nearly lost it but, thankfully, managed to hold back. There's nothing to see more wonderful than a beautiful woman in the throws of her orgasm at your 'hands' and Caroline looked even more lovely than usual with a fine film of perspiration over her face and in the valley between her tits. I had to lean down and taste her, I couldn't resist it. I continued to push in and out of her for a little while, to bring her down slowly. The feeling on my penis was really good, not enough for me to cum, warm and soft.

I pulled out of her and lay at her side propped up on one elbow looking down at her. She turned her head towards me and said, "Oh, that was lovely." My still erect cock had flopped down on her leg. She must have felt it and she reached down with her hand and touched it lightly, almost timidly. "It's still hard," she said, her face clouding over in doubt and her eyes filling with tears. "Wasn't I good enough, you didn't cum!"

"Ssshh," I said, putting my finger on her lips, "that was for you. I'll wait till later."

"Later," she said smiling, then, "Most boys I've been with can't stop themselves. It's over very soon for them."

"That's the inexperience of youth," I responded, laughing. "Anyway, when you're young you can 'reload' quickly, I have to wait so I try to control my orgasms. I got just as much pleasure watching you as I would do cumming myself and I want to give you so much more."

Her mood lightened and she lay there with her eyes closed, in a post orgasmic glow. She looked so lovely I had to touch her, to feel the vibrancy of her. So I slowly cupped her breast in my hand and again began to stimulate her nipple with my thumb. She opened her eyes, smiled languidly at me and said, "You still haven't told me whether you liked my new blouse!"

I laughed and kissed her lips, "Hussy," I said, "I love these," squeezing gently on her breast, "so, as it's a see through blouse, I love it."

"I still think that they're too small," she said with a little pout.

"Minx," I chuckled, "you're fishing for a complement."

"I like it when you complement me. It makes me feel good. Are they too small?" she asked, mock plaintively.

"I don't know," I said, "I'll have to have a closer look," and I moved my head down to her lovely pert breasts.

I'd decided that I wanted to taste her lovely young body, to delve into her vagina with my tongue and drink her juices. I didn't know whether she'd been put to the tongue before although I did suspect that possibly she and Joanna had something going on between them. I would try and find out about that later but it didn't really matter, it's certain that Caroline liked men!

I began to kiss and lick her boobs. All over them my tongue travelled, particularly to that tender area underneath. Caroline seemed to love it.

"Oh yes," she said breathlessly, "that's lovely. Keep doing that. Are they too small?"

She was nothing if not persistent, "They are just the right size," I laughed, "and especially beautiful. I'm going to spend the next 10 minutes examining them really closely so I can tell you all about them!"

She chuckled in response and said, "Spend as long as you like, I love it."

Although her breasts were not very big they were perfectly formed domes with a sensuous dark brown hazel nut sized nipple set in a light brown aureole. I used my tongue to circle the nipple and bring it to full hardness. I could tell she was enjoying this attention, her hands came down to my head and began to stroke my hair. Soft mewing sounds came from her as she lay there having her tits stimulated. This attention was obviously starting her on the road to another orgasm, one which I wanted to give with my tongue so it was time to move south. I left her breasts and travelled down her chest and across the lovely soft curve of her stomach and lodged in her delightful little tummy button. I circled round and round this little hollow before pushing my tongue inside. She laughed, "That tickles," she said.

"Shall I stop," I said, lifting my head.

"Oh no, don't stop. It's lovely."

I continued to 'tongue' her button and allowed my hand to wander to her down covered mons. As my hand stroked the soft downy hair my desire to eat her became overpowering but I really wanted this to be good for her so I held back a little. I slowly allowed my mouth and tongue to kiss and lick down the soft slope of the tummy and into her pubic hair. The taste was marvellous, slightly salty, slightly pungent from the amalgamation of her perspiration and juices. Not wanting to get to the point straight away I allowed my mouth to kiss past her pussy and onto the tops of her legs then down into the beautifully soft area on the inside. Caroline was making soft catlike mewing sounds as she enjoyed my visit to the, obviously, very sensitive area between her legs.

After a few minutes of teasing her with my tongue I focused directly on her sex. It was quite lovely. I could see the hood of her clitoris with, by now, that little man just poking out. Below was the lovely channel of her sex, almost begging for a tongue to stimulate it. I started by running my tongue lightly over her vagina and flicking her clit. Each time I did this elicited a little gasp from Caroline, she was really coming on now.

I lifted my head, "Is that good?"

"Oh, fuck, yes," she said, "more please!"

I reached down and opened her legs wider so that I could move down in between them and, after I did so, I faced her beautiful femininity. I lifted her knees to give me even greater access to her and, as I did so, got my first sight of her delightful puckered little anus. Another visitation by the animal! My cock went rigid and I had this tremendous desire to bugger her. To thrust deep in that tight little channel without consideration. I could almost feel myself breaching her defences, her screaming in pain as I violated her most private place, and reaching deep inside her to deposit gallons of spunk in the depths of her bowels. Thankfully this vision vanished quickly and I looked forward to greater acquaintance with her beautiful bottomhole a bit later.

I moved my head down and began to lick her in earnest. Backwards and forwards, up and down her I licked, occasionally flicking her clit, sometimes rolling my tongue and fucking her vagina with it. I wanted to keep her on the brink for as long as possible. I could hear her moaning in the background but my world was centred on this exquisite pleasure park. The sight, the smell, and primarily, the taste. It was indescribable, I've heard the phrase 'virgins milk' but I didn't know what it meant until now. Caroline wasn't a virgin by any means but her 'milk' tasted bloody good.

After a while tonguing, licking and sucking, I buried my face in her and put both hands underneath her bottom, feeling the wonderful softness of her cheeks. Caroline was now close to orgasm. She must have been 'high' for the whole time I'd been sucking her. Her clit was now poking out from its little hideaway so I took it gently in my mouth and began to softly suck it. Caroline went crazy. Her orgasm hit and she flooded me with juice.

"Oh fuck, bloody hell, christ, shit, bugger, ooooooohhhhhhh," exploded from her as the orgasm racked her body. Her legs closed tightly on my head and her hands came down to pull me into her as she thrust up into my face. I couldn't move, she had me pinned in this heavenly embrace. I could just hear this continued litany, "Oh fuck, bloody hell, christ, shit, bugger, ooooooohhhhhhh," over and over again. It must have lasted a couple of minutes, I could barely breathe held so tightly was I held by her, but it was fantastic to feel her losing herself so completely. I think she had forgotten about me for the moment, I was just the instrument of her orgasm which was, by now, slowly retreating.

She released me and again I moved up to lay beside her. I looked down at her face, covered with perspiration from the effort of her orgasm, and gently moved down and kissed her lips parting them with my tongue. I insinuated my tongue into her mouth and our tongues met. "Can you taste yourself?" I asked moving away.

"Mmmmm," she said, "oh that was soooo good, much better than ....," she stopped.

"Much better than?" I questioned.

"Oh, it doesn't matter," she said, "it was fantastic."

"Come on darling," I said, "much better than what?"

"Oh, all right, much better than Joanna. There now you know!" she said petulantly.

"Are you and Jo, you know, lovers?"