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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 was She that 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.

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 tell them that, 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,


“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. She was young 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.

“Ooh it’s a nice one Joe,” she whispered as her right hand began sliding my foreskin slowly up and down and her left hand sought out the soft skin beneath my scrotum. “It’s so soft and so hard,” she declared.

Caroline’s eyes finally lighted upon my own and she must have seen something serious in mine because she took her hands out of my shorts and placing one to the side of my head to support herself, she stroked my cheek with the other and leaned in whispering,

“It’s ok Joe. It’s what I want.” With that she leaned in and kissed me deeply on the lips. I could taste the cold sea salt on her lips against my own and then felt her warmth as her mouth opened mine wide and her tongue slipped deep within my mouth. We didn’t kiss for long, but it was as passionate a kiss as I had ever experienced in my life.

She sat upright again and I, once again, took in the elegant, beauty of her body. She slid herself lower down my legs and stretching the elastic waistband of my shorts outwards she began to lower them over my cock.

“But what if someone sees?” the nervous young man in me questioned. Caroline just leant forwards placing a salty index finger to my lips and shushing me said in voice barely above a whisper,

“Have you seen anyone today?”

I just shook my head mutely and her hands returned to their task.

She pulled the waistband high so as not to snag my prick and stretched it downwards. I raised my ass from the ground and felt myself stripped naked.

Once again Caroline’s hands returned to my shaft. She was like a child with a new toy as she stroked it, caressed it and pulled my foreskin back exposing the swollen head.

“It is beautiful Joey!” she declared, not looking up from it.

She slid her body yet further down, not removing her hand from my shaft, until her face was mere centimeters away from it. I could feel her hot breath against the exposed head as her right hand slowly masturbated me. Giving in to the pleasure my head collapsed backwards on to the sand.

I suddenly felt Caroline’s lips close about my penis’ head and felt her remove it again through soft, wet lips. Time and time again she sank her lips over and then slid it out causing a delicious wet slurping noise as it exited her mouth. I had never experienced this sensation before. My previous girlfriends had been too prudish to try, but it was quite the most erotic experience of my life so far.

As Caroline took me deeper into her mouth she began to work my foreskin with her hand faster and faster. She would take my dick deep into her mouth and then fixing it tight between her lips would slide them upwards sucking hard all the time. I could feel her hot tongue pressed tight against the underside of my shaft as she drew herself upwards. Her tongue would stroke itself across the tip of my head, tasting my sticky pre-cum as she drew it away.

I was in rapture, my head lolling from side to side. I let out involuntary moans as my spasms became more and more frequent. I could feel my ass hole tighten as my shaft convulsed in Caroline’s soft, moist mouth. I really didn’t want to cum yet, I wanted to make the experience last as long as possible, but was not sure how long I could hold out for.

Caroline must have realized I was getting close and obviously having plans of her own she released me from her touch. On hands and knees she crawled up my body, a look of pure, animal lust upon her face. Her lips were set apart and her eyes stared deep into my own, she breathed short gasps as she threw herself on top of me. We kissed deeply and passionately, our tongues writhing with one another. I stroked my hands down her body feeling the soft, damp skin beneath my fingers. The boy in me desperately wanted to touch her magnificent breasts. I slid my hands inside the lycra top and worked them around until I cupped a breast in each hand. I pinched each nipple between thumb and forefinger and felt them stiffen to my touch. I felt Caroline’s gasp within my mouth and she shot upright and ripped her top over her head. I could have cum from seeing her tits before me alone, but fought the urge. She grabbed my hands and thrust them back on to her breasts. She arched her back and moaned as my fingers teased the stiff, red buds of her nipples. My cock was pressed tight between Caroline’s legs and I ached to let it enter her. Almost reading my mind Caroline stood up and slid off her bikini bottoms exposing the first, and by far the most beautiful, hairless pussy I had ever seen. She knelt above me and taking my rock hard cock in her right hand began to slide it up and down against her slit.

I could feel her hot moisture beneath and pressing my hips upwards I longed to slide deep inside, but she wouldn’t let me. With eyes closed and trembling lips, Caroline continued to masturbate herself with my dick. She would slide it up and down and then in a circular motion as it reached the top. I watched her face as she moaned and bit onto her lower lip.

Finally, she opened her eyes and they met my own. She grinned that grin under hooded eyes and I grinned back at her. I felt my cock being positioned against her opening and felt her soft lips begin to part as she bore down on me. She dropped herself down with some force and I thrust my hips forwards as I entered her. We moaned in unison. I, from the hot, ravenous hunger of her pussy as it sucked onto my shaft and she, from the feeling of my swollen, pulsating penis sliding deep within her, pressing tight against her inner wall.

Caroline drew herself upwards, allowing me to slide all the way out of her. I could see my shaft glistening with her juices as she, once more, grabbed it and worked it between her lips before sliding down its length.

“Fuck!” she moaned, eyes tight closed, teeth and tongue playing with her lips.” That feels too fucking good.”

The best I could muster was a “yes,” through my parched throat.

Caroline was very much in charge here, which was how I wanted it. She increased her pace as she slid up and down on me and all I could do was to thrust myself deep in to her at the last moment of each thrust. It seemed to be working as Caroline’s moans became more and more frequent and more and more intense. At one point she opened her eyes and looking into mine laughed through clenched teeth, totally lost in the moment.

I could feel my cock pulsing away, the shocks of pleasure, firing from the base of my spine to its very tip. I worried that I would cum before Caroline got what she wanted out of me and was actually quite relieved when she lent backwards, bending my penis with her. It was almost painful, but deliciously so. It did, however, take me that little bit further away from my orgasm. Not so for Caroline however.

She had her hands on the top of my thighs; her sharp nails clawing at my flesh as she thrust herself up and down. In this position I could see my thick shaft entering and being drawn out of Caroline’s beautiful, naked cunt. My cock was pressing hard against the inner wall of her vagina as she thrust harder and harder. I could hear Caroline moaning loudly on every exhalation and knew she must be getting close to her climax and as her deep, guttural moans became high pitched, breathy cries she suddenly stopped with me deep inside her. She leaned that little bit further backwards and I thrust my hips that little bit higher, reaching up and squeezing her nipples tight. I felt her strong pussy walls gripping and contracting rhythmically around my member. She was silent, momentarily, holding her breath and then shuddering, she finally exhaled letting her deep vaginal orgasm surge through her body.

Finally, as the waves of pleasure began to subside, Caroline looked at me and smiled a smile that offered complete surrender to me. I don’t mind admitting, my own pleasure withstanding, I felt proud. It was the first time my dick had caused a woman to orgasm.

“Fuck Joey! You are something else,” she said flopping down on top of me and I really did feel as though I was. I reveled in the pressure of her weight on top of me, our sweat mingling and our skin sticking to one another. At that moment I felt I could stay that way forever, but soon enough I felt my hard cock begin to twitch inside of her, reminding us that it wasn’t over yet.

Caroline rolled off me with a grunt and lay flat on her back on her towel.

“Come on then big boy, your turn,” She joked, but it was the joke of complicit lovers and not one of her teases.

She lay there, legs raised at the knees and slightly more than shoulder width apart. I climbed to my feet and stood over her. The sight alone of her naked body, of her big red nipples, of her smooth, hairless pussy, lips slightly apart and glistening with moisture was enough to make me cum, but I wanted nothing more than to slide my dick inside of her, in this position.

I fell to my knees and leaned into her. Caroline reached for my shaft and guided it to her opening.

“Slide that big old thing of yours deep inside me Joe she said, eyes closed, a look of rapture on her face. She was fooling around again, but I knew she really did mean it.

With one smooth push from my hips I parted her lips and slid my cock deep inside of her. It was my turn to cry-out, as the sensation was too incredible to describe. I just lay there my dick as deep inside her as it would go and leaned into her kiss. She received my tongue gladly and we lay there, French kissing like the young lovers we felt ourselves to be.

Eventually, I could take it no more and I hoisted my self up, arms locked straight, palms sunk into the sand and began to thrust my dick in and out of her glorious pussy.

The sensation as Caroline’s cunt sucked my cock was like heaven, a hot wet heaven. I steadily increased my pace, the pair of us giving into our animal desires and moaning with intense pleasure. Caroline drew her legs further up and further apart so that I could slide as deep inside her as possible. My groin rubbed hard against her clitoris as I thrust faster and faster.

I heard Caroline’s gasps coming quicker and quicker and guessed that she must be nearing climax again. With that, I let myself go, pumping harder and harder, hearing myself letting out involuntary moans with every stroke and then it began…

Suddenly, I stiffened. I arched my back, my cock thrust deep inside Caroline and felt the spasms coming. My arms twitched as pulses fired from my anus up the length off my cock, shooting cum deep inside. I could feel Caroline’s pussy gripping me like a vice. I was dimly aware of her crying out beneath me as time and time again the shocks ripped through me. As they began to subside I became more aware of the woman beneath me. Her head was thrown back and her mouth was open and she was moaning more and more calmly with each pulse of her pussy against my cock.

Eventually, I flopped to my elbows and buried my head into Caroline’s shoulder. The two of us lay there without speaking, desperately trying to catch our breath, as my prick slowly softened inside of her. When it finally was too soft to remain inside I flopped onto my back and lay next to her.

“Jesus!” I gasped.

She gently reached her arm across to my cheek and pulled my face to hers. We stared into each other’s eyes, deep and lovingly. She smiled and my heart nearly broke. She kissed me lightly on the lips and what she said next, I will never forget. She stroked the hair back from my ears and began.

“That was wonderful Joe. Thank you! What we just did was something very special indeed. Neither of us ever need feel guilty. Geoff and I love each other and we have an understanding about certain matters. I know you love Pete and would never wish to hurt him and you never have and you never will. He won’t find out about this, which is how it should be. I love you too Joe and always will. I feel privileged by what you have just given me and honored to have experienced you completely. I hope you feel the same about me.”

I did and she knew that.

When we finally made our way back to the campsite, laughing and fooling around like always, we found Geoff and Pete waiting for us, cold bottles of bear in hand. Caroline was right, nothing had changed, I didn’t feel guilty at all and we all carried on as normal. We compared notes on the day’s events, leaving out certain details and planning the next stage of our journey. One thing Pete and I did agree on was that the local girls were a bust and that it was time to move on.

That wasn’t the last time Caroline and I made love during that holiday, nor indeed after that, but, strangely enough, our relationship always remained as it was with love making as an extra. In a way it almost felt like a natural progression for my role within their family. I loved Caroline, but instinctively knew that if she were to love me things would have to carry on as they always had, she, Geoff, Pete and myself.

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