The Photographer's Assistant

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The Photographer's Assistant

Part Three

By Chris

Once back in the bathroom Sheila silently closed the door, she turned and leaned back against it thinking about Caroline and just how pretty she really was. With all the loose and nondescript clothes that Caroline liked to wear, she never could get a real feel for her body nor did she try to, Caroline was just a friend and nothing more. However now she was seeing Caroline in a whole different light. She closed her eyes imagining Caroline with a little makeup and the right clothes then she would make a rather pretty woman. She would never be confused with one of those slim model types as that wasn't her body type, she had a fuller figure but that just gave her that girl next door beauty. For Sheila, that type of woman was much more beautiful than any super model could ever be.

Sheila closed her eyes and imagined just what Caroline would look like at the other end of her camera. It was an image that she found herself enjoying seeing. The problem was getting a shy Caroline to stand in front of the camera and pose for her. That would put all of her skills as a photographer to the test.

"I'm done with my bath, where are you?" Sheila said as she cracked the bathroom door open.

"I'm in my bedroom, I'll be out in just a moment," Sheila heard Caroline call back to her and a moment later she heard Caroline closing her bedroom door.

Sheila then opened the bathroom door going past Caroline now closed bedroom door and on to the living room. She got them both a coke to drink and was sitting on the couch when Caroline came into the living room wearing a pair of expensive looking light pink pajamas. The pants had red trim at the hem matching the hem around the long sleeves and the collar. The buttons on the top were rather large and also red in color.

"What?" Caroline asked as she stopped just a few feet into the living room.

"You look beautiful in those pajamas, they look like they were made for you," Sheila told her covering up for the fact that she was obviously staring at her and thinking of Caroline standing there in those cute white cotton panties.

"They were made for me and it's the pajama's that beautiful, not me," Caroline said though Sheila could see the slight blush on Caroline's cheeks.

Before Sheila could tell Caroline that she really meant what she said, Caroline spoke, "I got another pair that you can wear tonight, and I went ahead and put them on your bed. Why don't you try them on?"

Sheila just smiled letting Caroline win as she had something much more important ahead that she would need all her wits to convince Caroline to become her model. She went on into the spare bedroom seeing the same pajamas only these were aqua colored. She started to close the door but then she changed her mind not knowing why. She took her robe off, slipping on the pajama bottoms. The silk felt so erotic against her skin and since she wasn't wearing any panties, it made her felt even sexier. When she put the top on and buttoned it, she just had to walk around the bedroom just to feel the fine and very expensive silk material against her skin. She hated that she would only be wearing them for one night and never again. But she was going to enjoy them tonight. She went on into the bathroom to wash out her panties and bra in the sink, hanging them up over the bathtub.

"I hung my panties and bra over the bathtub, I hope you don't mind," Sheila said when she entered the living room.

"No that's fine, I've seen them before," Caroline replied.

"Oh you've seen my panties and bra before?" Sheila asked arching her eyebrows at Caroline whose cheeks suddenly got a deep red hue to them.

"No... no... no... I mean I've seen panties and bras before, I wear them," Caroline stuttered out.

"Oh you've worn my panties and bras before?" Sheila asked and she saw Caroline's face turn even redder, to the point that Sheila began to fear the poor girl was going to stroke out on her.

"Honey, I'm messing with you," Sheila said coming up to her and putting her hand to Caroline's rosy cheek.

It took Caroline a moment to recover but she didn't pull her face away, "I know, it's cool." And only then did Caroline pull back however Sheila still could feel Caroline's warm cheek against her fingers.

Now it was Sheila's turn to be speechless as she flexed her fingers, "I shouldn't have taken it so far." Sheila finally said as she saw Caroline's face slowly return to her normal pale complexion.

"Oh I'll get you back," Caroline said and then she had this smile that Sheila had begun to recognize. It was the smile that Caroline had just before she decided it was time to take yet another picture of her.

"Don't you have enough pictures of me?" Sheila asked though this time she didn't mind.

"Not of you in those pajamas," Caroline said turning on her camera.

"Only if I get to take pictures of you in your pajamas," Sheila countered.

"Noooo..." Carolina said and then she pouted as Sheila had picked up a small blanket from the edge of the couch and held it out in front of her.

"Then no pictures of me," Sheila said peeking over the top of the blanket and getting her picture taken anyway.

"Pleaseeee..." Caroline whined.

"Nope," Sheila said not peeking this time.

"Sheila!" Caroline said stomping her foot.

"What?" Sheila said teasing her.

"Oh okay," Caroline finally said and Sheila dropped the blanket.

"So how do you want me? Sheila asked.

"Mmmm... a couple standing up and then a couple sitting down," Caroline said with a big grin on her face.

Sheila was patient as Caroline took her time in focusing in on her and getting just the right photo. Sheila was used to this and to tell the truth, she enjoyed seeing how Caroline smiled as she took the pictures. Caroline was like a child with a new toy enjoying every second of it, even though Caroline had this toy for a while now. Caroline had taken about thirty pictures before Caroline lowered the camera.

"My turn," Sheila said coming to Caroline.

"Let's look at these first," Caroline suggested not handing over the camera yet.

"How about I take your picture and then we look," Sheila said with a smile as she eased the camera from Caroline's grasp.

Caroline looked as if she was going to argue but then she just shrugged her shoulders, "Oh okay," she said.

At first Sheila thought about having Caroline pose for her but then she decided to save that for a day soon to come. Instead she brought Caroline's camera up and just began to snap off a few pictures. She slowly moved around Caroline forcing Caroline to turn with her. At first Caroline just stood there looking uncomfortable being the center of attention. However a few encouraging words from Sheila got Caroline to smile and soon she was starting to pose a little on her own. She first put her right hand on her right hip and then cocked that hips ever so slightly. Sheila had to smile as the model that was within Caroline came out if only just a bit. Sheila wanted to take a few more but she had gotten what she wanted and decided to quit while she was ahead.

"Now let's see what we have here," Sheila said bringing the camera down.

"We'll look at the pictures of you and then we can discard the ones you took of me," Caroline said putting herself down as she always did.

"Oh no, I think I'll put some of yours on my laptop," Sheila said teasing Caroline.

"No you don't!" Caroline said immediately but Sheila could see past Caroline's protest that she was pleased with the compliment.

"We'll see," Sheila said going over to Caroline's computer sitting down in front of it thus forcing Caroline to sit beside of her where she normally sat.

She put the photos that Caroline took of her up first and she saw that Caroline had vastly improved on her ability to take pictures though there were a couple where the top of her head was cut off. Sheila kidded her about these as Caroline had gotten to the point where taking a bad picture didn't bother her so much.

"Now for your pictures," Sheila said when the first photo of Caroline popped up on the screen.

"Now remember we agreed to delete all of these," Caroline told her.

"I don't remember agreeing to any such thing," Sheila told her.

"See how ugly I look," Caroline protested.

"I don't see any such thing, I see a beautiful woman wearing some very sexy pajamas," Sheila said to her as she looked Caroline in the eyes.

Caroline blushed a little at the compliment, "well you're right about the pajamas."

"And the woman," Sheila said now determined to make Caroline realize just how pretty she was.

Caroline didn't say anything more and Sheila didn't push it, a little at a time was how she needed to work this to get Caroline to see what she really was. They went slowly through the pictures that she had taken of Caroline who had stopped protesting and was looking at the photos of herself. Sheila liked seeing that Caroline was becoming a little more at ease at seeing herself on the screen. But there was still not completely comfortable but that was cool.

"Well I don't know about you but I'm about ready for bed," Sheila said after they had gotten to the last picture.

"Yea me too," Caroline said before adding, "I can delete all of these now right."

"Only after I copy them," Sheila said getting up, going to her purse. She didn't look back hoping that Caroline wouldn't delete the photos of herself while giving her every opportunity to do so.

She got a jump drive from her purse and when she turned back, she saw that Caroline was still sitting to the side leaving her seat open and the last picture of her was still on the screen. That pleased her in more ways than one. Sheila gave Caroline a smile before returning to save the pictures and she noted that Caroline didn't try to delete any pictures once she was done downloading them from the computer.

They talked for a few minutes before Sheila headed to the spare bedroom as Caroline shut off the lights. Sheila closed the door behind her and she went to the bed pulling down the covers to smell the clean sheets. She slipped into the bed feeling just how comfortable it was, a lot better than the lumpy mattress that she slept upon. She thought that she could get used to a bed like this but then she told herself not to get used sleeping in such comfort.

She let her mind drift for a moment however as she turned to her side, she felt the silk pajama's move with her and up against her breasts and pussy. Now she wished that she didn't keep her pussy shaved clean as the silk material felt so nice rubbing against it. The last thing she wanted to do was to leave a stain on Caroline's pajamas but all of a sudden she was feeling very frisky. She knew that she was never going to get to sleep feeling the way she was so she turned back onto her back.

She reached down to the top of her pajama bottoms pushing them off her hips. She slipped them on down and off thus freeing up her legs. She opened her legs putting her right hand down to her pussy that was already getting moist. She closed her eyes thinking of her favorite actress who unfortunately was very straight but that didn't stop her from fantasizing her before. She got a great visual imagine of her in her mind as her fingers began to caress her tingling clit.

But then something strange happened, something that had never happened before. Her favorite actress disappeared from her mind only to be replaced by the image of Caroline from behind clad only in those damn plain white panties. Her fingers began to press against her clit even harder as her image of Caroline's sexy back and those damn panties became clearer. Her pussy was so wet and when she reached up with her left hand and her fingers touched her right nipple, she found that it was hard as a rock. She pinched it wondering just what Caroline's nipples would look like. But it was those damn panties that Sheila couldn't get her mind off of. When she pinched her clit, she let out a moan that was much louder than she realized as the rush of pleasure coursed through her body.

It was as hard an orgasm as she had had in a long time and it left her exhausted and a bit troubled. She didn't like that Caroline had replaced her favorite actress as her favorite fantasy. Caroline had become a very close friend and she liked her being just that. She just didn't realize just how Caroline had gotten under her skin as she obviously had. She would be leaving in May and she didn't need to be falling for someone like Caroline right then but she feared that might have already taken place.

When she woke up she heard soft music playing outside her bedroom. She lay there for a moment getting the sleep out of her eyes while listening to the soft melody. It didn't take her long to realize that it was classical music that was playing. She had to smile as she should have figured that with all the tutors that Caroline had, it would be this type of music that she would be drawn to. Sheila had never been exposed to much classical music but she did like what was playing except it made her want to go back to sleep. However she had school work to do that she had put off all weekend but now she had to get it done.

So she got out of her bed heading to the bathroom without Caroline seeing her thus not getting close enough to smell the scent of sex on her should there be any left over from her little self loving session last night that Caroline played a major part without knowing it. Sheila stripped off the pajamas that Caroline had loaned her and she sat down to pee after which she used the sink to freshen up a little. By the time she came out, Caroline had already had a light breakfast waiting on her. Sheila was never one for eating breakfast but for some reason, she was hungry this morning and so she ate half a bagel and lots of the fruit that Caroline had brought up.

Caroline didn't protest when Sheila told her that she had to get back and catch up on her homework, saying she had a lot to do herself. So once breakfast was finished, Sheila collected her things and headed for home and her lumpy mattress.

On Tuesday, Caroline texted her that she had talked to the two girls from her lit class and they were both very interested. And by that afternoon, Sheila had talked to both on the phone. She arraigned to meet them on Friday at one of the photography labs with an hour between appointments. She was going to take photos of both of them and then in exchange for the pictures, Sheila was planning on convincing them not to tell Caroline anything that day not that she thought that they would. From what Caroline had told her, they were only interested in themselves and had no reason to talk to Caroline unless they wanted something from her.

Caroline met her for lunch on Wednesday and all she talked about was which of the two girls she thought would be best. Sheila took it all in and tried to not smile at the way Caroline was going on about the girls. Sheila still had not come up with a good way to get Caroline to become her model and she was running out of time.

On Friday she met the two girls and they were as pretty as Caroline told her they were but even as Sheila took their photos, she could see that their beauty was only skin deep and it went no further. And telling them not to tell Caroline anything wasn't going to be an issue, one they didn't have her phone number and two they didn't care about Caroline now that they had gotten what they wanted.

Once she was done with the two beauty queens, she went to the west end of the city were there was a large discount store that had a rather large makeup section. Sheila had some makeup but she had brown hair and a darker complexion where Caroline's complexion was paler and with her auburn hair she needed some things that she didn't have. She would have to dip into some of her savings but she needed them to bring out Caroline's true beauty. She actually got out of the store spending less than she thought she would but then Caroline didn't need much, just something to bring out those green eyes and give color to her cheeks.

"So who did you chose?" Caroline asked as soon as she opened the door. And then before Sheila could answer, Caroline asked, "Where is she?"

"My model will be here soon," Sheila said coming on in with both hands full of her camera equipment and her purse and small makeup bag hung over her shoulder.

"I bet it was the blond right?" Caroline said finally taking Sheila's camera bag from her.

"Do you even know their names?" Sheila asked realizing that Caroline had always referred to them as the blond or the brunette.

"No they never told me," Caroline told her.

"That figures," Sheila said with a sigh confirming what she already knew about the two beauty queens.

"So when will she be here?" Caroline asked again.

"Soon, so do you want to order something to snack on as we wait?" Sheila asked.

"No I'm too excited to eat, I want to see what poses you put them in and what they will wear." Caroline confessed as she began to very carefully take out Sheila's camera.

Sheila decided on a way to ease Caroline into being her model without knowing it. "I tell you what, let's set up and I'll practice with you as we wait." Sheila suggested.

"Sheila just call her and tell her to get her bum on up here," Caroline told her not really answering Sheila question.

"You know how models are; they all have to be late just to show how important they are." Sheila told her. "Now come on and let's set up my light facing that window and I'll let you sit in as I get things focused in."

"Okay," Caroline said with a sigh.

Once they had everything set up, Sheila made Caroline stand in for "Her model" as she focused her camera and got the settings right for the light that she had. She fiddled around long enough for Caroline to let her guard down and relax. She then snapped off a picture.

"Sheila! I'm not your model; you were supposed to be just focusing your camera." Caroline protested.

"I had to make sure that it was in focus," Sheila said from behind the camera.

"Yea right, like I believe that," Caroline said pouting a bit as she placed her hands on her hips.

Sheila loved that pose and she clicked off another picture. "Sheila!" Caroline protested even louder.

"Hey that was a great pose," Sheila said honestly, "come and look at it."

"See how cute that is," Sheila told Caroline as she looked at the back of the camera.

"It would be if your model was doing it and not me," Caroline protested but Sheila could see that Caroline liked the photo.

"No, it looks great but I think it's missing something to really bring out the beauty," Sheila said.

"Yes a real model," Caroline said with a little laugh.

"No something else," Sheila said. "Come on with me."

"Where we going?" Caroline asked.

"Just come along," Sheila said taking Caroline's hand and pulling her along. She picked up the little bag that she had her makeup in as she guided Caroline to the spare bedroom where there was a small vanity table with lights and two chairs.

"Have a seat," Sheila instructed her.

"Why?" Caroline said though she did sit down in the seat Sheila instructed.

"Just do it," Sheila told her.

"Oh all right," Caroline said with a deep sigh.

Sheila placed her makeup bag on the table, opening it, and she began to pull out the things that she had bought.

"What's that for?" Caroline asked and Sheila could see just the tiniest bit of suspicion on Caroline's face.

"I want to try some things that I think with bring out the color in those pretty green eyes of yours and maybe a little foundation for your cheeks.

"I don't like to use much makeup and besides why would you want to bring out my eyes, save all that for your model whenever she decides to arrive." Caroline told her.

"Well that's just it, she has arrived," Sheila said with a little grin.

"Where? When?" Caroline said standing up and then she looked down at Sheila who could only look up with a soft smile. "Oh no! I'm not a model; I'm not pretty like those girls in my class."

"No you're not but you got something that they don't," Sheila told her.

"Like what pray tell?" Caroline asked her.

"Sit down and I'll tell you," Sheila said in the calmest voice that she could.

"Can I trust you not to try and put any of that stuff on me?" Caroline asked.

"I won't do anything until you say that I can," Sheila told her honestly.

"You had better not," Caroline said as she sat back down. "Now what do I have that they don't have other than being pretty which I know isn't true."

"You, my sweet friend, have an inner beauty that they don't have, all of their beauty is skin deep," Sheila told her.

"I'm not sure about that but the camera only shows the outside, not the inside," Caroline said in response.

"True but not so true," Sheila said and that earned her a questioning look. "The other day when we were looking at my pictures, didn't you keep pointing out things in my pictures that weren't so obvious, you saw what I was trying to get across to anyone that looked at the photo."

"Sure but that was pictures of nature, buildings, etc, not of people, not pictures of me," Caroline countered.

"True but there is one more thing," Sheila told her.

"What's that?" Caroline asked.

"You got one hell of a great body," Sheila said with a mischievous grin.

"What makes you think that?" Caroline asked and Sheila could see that there was a part of Caroline that liked hearing that.

Sheila hesitated for a second and she saw Caroline wavering so Sheila knew she had to tell the truth. "You know when I was taking that bath the other night?"

"Yea so?" Caroline asked.

"Well after I was done, I came out to find you. When I passed by your bedroom, I saw you by your bed after your shower. You were just wearing your panties and hell you made a pair of plain white panties look so sexy," Sheila said and she saw Caroline's face turn a rosy hue.

"You saw me naked..." Caroline stammered out.

"No honey I didn't. I just saw you from the back and you were wearing those damn sexy white panties," Sheila said.

"Will you quit calling my panties sexy," Caroline said turning even redder.

"Well they are," Sheila said, "but to get back to being my model, just give it a try?"

Caroline sat there for a moment staring at her and Sheila held her gaze. After what seemed forever Caroline spoke, "You think I got a sexy body?"

"Yes and eyes I'd kill to have," Sheila told her being as sincere as possible.

"You would?" Caroline asked.

"Yes I would now will you give it a try?" Sheila asked.

Caroline only paused for a moment this time, "Just don't put too much of that junk on me, Nanny Kay never let me wear much so now I don't like too much on my face."

"I promise, just a little," Sheila said with a grin and then she picked up the eye liner not wanting Caroline to think about it too long and change her mind. "Now close your eyes."

"Not too much..." Caroline warned.

Sheila let out a little laugh, "I know, I know." She said as she got her eye shadow brush and began to apply just a light coloring to Caroline's eyes. When that was done she used her liner to darker the eyes just a hair.

"You're using too much," Caroline protested as she began to put just a little blush to her cheeks.

"No I'm not, now hush as I finish," Sheila told her.

"You better not be," Caroline warned again but she made no attempt to stop her.

"Now one more thing," Sheila told her.

"More make up?" Caroline whined.

"No I just want to do something with your hair," Sheila told her.

"What's wrong with my hair," Caroline asked with a worried tone of voice.

"Nothing honey, I love your hair, I just want to pin it up a little in the back," Sheila told her and once she got it in place she said, "Now look in the mirror."

Caroline slowly opened her eyes pausing a second before turning to look into the mirror. Sheila could see that Caroline wanted to protest but she had been careful not to apply too much.

"Well," Sheila asked.

"I like it," Caroline finally said.

"Oh I forgot your lipstick," Sheila said reaching over for that very item. She started to hand it to Caroline only to find that she was now facing her with her lips pursed.

Sheila had to smile as she opened the tube of lipstick and began to apply it to Caroline's full lips. The only problem was that as she applied it, she felt an urge to kiss those lips. It was an urge that she was able to repress mainly because she feared that if she did, she'd lose her model but more importantly her friend.

"Okay all done, now let's get some photos," Sheila proclaimed as she put the lipstick down.

"You sure about this?" Caroline asked with more than a little bit of trepidation.

"Yes I'm sure," Sheila said getting up and then taking Caroline's hand to help her up.

"What shall I wear?" Caroline asked causing Sheila to stop and wonder that herself. All of her thought processes were focused on getting Caroline to model and not on what she would wear as she did so.

She looked at Caroline who was wearing a mid length floral print skirt and a loose fitting sky blue blouse. "Let's just start with what you have on and go from there." She replied before pulling Caroline back into the living room placing her in front of the curtains that they had closed. She turned on the lights that she had borrowed from the school and then got behind the camera.

"How shall I pose?" Caroline asked looking completely lost and scared with the lights on her.

"Just act natural," Sheila replied knowing that wasn't what Caroline wanted to hear.

Caroline just stood there for a moment and Sheila was just about to give her some real directions when Caroline got this mischievous gleam in her eyes. Shelia knew Caroline was about to do something and she prepared herself for that moment. So when Caroline stuck out her tongue and crossed her eyes, Sheila was ready and she snapped off a picture.

"Hey you weren't supposed to take that picture!" Caroline protested quiet loudly.

"But it was a perfect photo of you, it captured your personality perfectly," Sheila told her with a wide grin.

"You think so?" Caroline said pouting which of course Sheila took a photo of her pouting.

"Sheila!' Caroline protested loudly now frowning at her.

"Oh another of piece of your personality," Sheila said taking yet another photo of her.

For a moment Caroline looked as if she was going to get mad at her but then the slightest of smiles came to Caroline's lips, "Okay I get your point, now tell me what to do, I really don't know."

Sheila came from behind the camera, "I'm new at this too, I usually take pictures of things that don't move. Let's just play around and see what we end up with."

"Okay now tell me what to do, I really don't know how to be a model," Caroline confessed.

Shelia knew she was going to had to direct Caroline or the few photos she had of her would be the last she got. Sheila came over to Caroline trying to think of how to pose her. For some reason an image came into her head, it was on an album cover of one of her mom's old records. There was a young singer posing with her hand on her knee and her hip cocked out. "I got an idea," She said and immediately got a sense of relief from Caroline who was obviously waiting to hear those very words.

Sheila put in that pose taking a couple of photoss before thinking of another pose. Shelia kept everything pretty tame just getting Caroline used to being in front of the camera making sure to make her laugh. After several photos, they both went into Caroline's bedroom to pick out another outfit. It only took a quick look for Sheila to see that Caroline had nothing that would show off her body in the least way. So Sheila had Caroline put on a pair of jeans and a tee shirt which was too big to really get the effect that Sheila was looking for but for this first session it would do.

"So did you enjoy being my model for tonight?" Sheila asked after they had reviewed the nights work.

"I didn't like being tricked into being your model," Caroline told her but then she paused for a second and a shy grin slowly formed upon on her lips, "But it was kind of fun..."

"I'm glad that you enjoyed it, I wanted it to be fun for you." Sheila told her, "And I'm sorry for tricking you."

"No you're not, you got me to model so you're not sorry," Caroline said calling Sheila on her apology.

"Okay I'm not sorry but it was the only way I could get you to do it, I know if I had asked you straight out, you would have refused." Sheila said in reply. "I'm right aren't I?"

"Maybe..." Caroline said but not in any way that would have convinced anyone of that.

"Maybe?" Sheila said.

"Okay I would have refused," Caroline said. "You happy now?"

"Yep," Sheila said before letting out a laugh that turned Caroline frown into a smile.

"So will you do it again tomorrow after I get off work?" Sheila asked hopefully.

"I might if asked nicely...' Caroline told her.

Sheila grinned before asking very nicely, "Would you please model for me tomorrow?"

"Yes I will since you asked so sweetly," Caroline said grinning too but then she began to frown, "but we got one problem."

"What's that?' Sheila said with her worry showing in her voice.

"I don't have any outfits that any real model would be caught dead modeling in do I?" Caroline said honestly.

Sheila had to smile at Caroline's directness and her ability to see things as they were, "No you don't, we need to find some outfits that fit a little tighter and..." Sheila said pausing to make sure she said the right thing in the right way, "and show a bit more skin."

"I know we do, no one will see these except you and I and that advertising firm right?" Caroline asked.

"No and I'll make sure that they can't use them in any way or even copy them otherwise they will never see them." Sheila assured her.

"And just a little more skin right..." Caroline asked.

"Just a little I promise," Sheila told her as she put her hand on Caroline's hand giving it a gentle squeeze.

"I guess that means we're going shopping after you get off work tomorrow," Caroline said with a big grin.

"Okay but we'll find things on sale and we'll just buy a couple of things, I'll help pay for it too," Sheila told her.

"No you won't either, I'll pay." Caroline replied.

"You're already modeling for me, I can't ask you to pay just so I can get a job," Sheila told her.

"Sheila I already got more money than I know what to do with and when I turn twenty one, I get even more." Caroline told her as a matter of fact.

"I know but still," Sheila said but she couldn't argue with Caroline's argument, Caroline could probably buy out ever item in every store in the mall that she worked and it wouldn't even make a dent in her money.

"Good now that is settled, let's get some sleep, I'm getting tired." Caroline said obviously trying to end the argument.

"Are you sure?" Sheila asked.

"Can I tell you something and you promise not to tell anyone even a certain photographer that I know as she might think that she can get away with tricking me again," Caroline said and Sheila had to grin at the way Caroline talked about her as if she wasn't there.

"I promise," Sheila said raising her right arm while trying her best not to giggle a little.

"Well I kind of lied when I said it was fun to play at being a model tonight..." Caroline said pausing just enough time to get Sheila a little worried, "It wasn't just fun, it was so exciting, for the first time in my life I felt like I was really..."

"Beautiful?" Sheila asked with a soft smile.

"Yea is that vain of me?" Caroline asked.

"Maybe a little but you're allowed to feel that way and besides I know of a certain photographer who thinks you are beautiful, inside and out." Sheila told her honestly.

"Really?" Caroline said with a bright smile.

"Yes really," Sheila assured her.

"Oh thank you," Caroline said excitedly and then she reached out giving Sheila a tight hug that Sheila found herself returning and enjoying more with each passing second.

"Now I think my model needs her beauty rest," Sheila said pulling back from the nice embrace before she reached a point of not being able t let g of her.

"Yes she does and so does my photographer," Caroline replied grinning from ear to ear.

Caroline helped Sheila move her lights out of the way and then they talked as they walked back to their bedrooms. Sheila pulled out a clean pair of panties out of her overnight bag that she brought along as she figured that she would end up spending the night if all went well and I did. She took them and the clean silk pajamas that Caroline her set on her bed to the bathroom to freshen up before heading to bed.

Once in her bed, Sheila wondered just what type of outfits that she could get Caroline to wear. She knew that Caroline would be agreeable to going for some bolder outfits; she just wondered how far she would go. She didn't figure that Caroline would be willing to go too far but then she didn't need that much more from her. She thought of a few items that would look good on Caroline without them being too revealing. Once she had some things picked out in her head that she hoped wouldn't be too expensive, she rolled onto her side and let herself fall asleep.

She cursed the alarm then next morning as she hated that she had to get up early on a Saturday morning when most of her friends were still sleeping soundly. She got on up taking her work clothes with her to the bathroom. She took a quick shower and then dressed in the bathroom.

As she went toward the living room, she passed by Caroline's room and she couldn't resist glancing inside since Caroline had left the door open. What she saw surprised her; Caroline's bed looked as if it had never been slept in. She then had to smile as she figured that Caroline was probably the type that made up her bed as soon as she got out of it even when the motel had maids paid to clean the suite and make the beds. She went on into the living room only to find Caroline slumped onto her desk in front of her computer. Her first fear was that she had kept Caroline from working on some important paper for one of her classes while she had her modeling. She knew she would feel so guilty if that was the case and she hoped that it wasn't.

She went on over to Caroline so that she could wake her and then send her to bed after first apologizing to her for taking her time away from her classes. She saw Caroline's right hand on the mouse and she went to take her hand off of it. When she did the screen lit up and Sheila was surprised at what she saw. It wasn't some word document but a fashion site and the model on the screen was wearing a very sexy nightgown.

About that time Caroline awoke, sitting up with a confused expression on her face until the sleep cleared her head, "Oh you awake?" She asked.

"Yea I got to go to work," Sheila told her as Caroline's sleepy eyes finished waking up. "Have you been up all night?"

"Well part of it, I couldn't go to sleep so I came in here to see what type of clothes we need to look for today." Caroline said getting up and stretching.

"Well that gown sure looks sexy," Sheila said looking at the picture on the screen.

"Yea but I don't have the breasts for that gown but I got some ideas," Caroline said and Sheila saw just a hint of a rosy hue come to Caroline's cheeks.

"Well get some sleep, I don't want my best model having dark rings under her eyes," Sheila said with a little laugh though she was being serious at the same time.

"Since you wouldn't use the two girls that I suggested, I'm you're only model," Caroline reminded her.

"That's why you're my best model my dear," Sheila said with a laugh. "Now go to bed and get some sleep."

"I will but I'll drive you to work first, that way we can shop after you get off work." Caroline said and then she was gone before Sheila could decline her offer.

Sheila's day while not really busy however it was filled with fussy babies that took all her patience to get them to laugh or at the very least stop crying long enough for her to get a few photos of them for their proud parents.

"So how was your day?" Caroline asked with a big grin as she came out into the lobby after work.

"I now know that I don't ever want to become a mother," Sheila said frowning.

"Why's that?" Caroline asked.

"Because I just spent the day with some very unhappy babies," Sheila explained.

"But I bet you got them to laugh," Caroline replied confidently.

"Yea but it wasn't easy," Sheila replied.

"Then you'll be a great mom," Caroline told her.

"I doubt it," Sheila said, "Now let's see if we can find something for you to model in."

"I got some great ideas and I know just where to start," Caroline said taking Sheila by the hand leading her into the main part of the mall.

Caroline took her first to one of the name brand stores where Caroline tried on several pairs of jeans going down in sizes until Sheila decided that they were tight enough though Caroline thought they were too tight. The same thing happened when Sheila had her try on several sweaters until she found one that fit her perfectly and more importantly showed that she really did have some nice breasts. The next couple of stores where one or the other of them vetoed what Caroline tried on. But the next one provided a couple of outfits that they liked. The last store that they went to was a lingerie store where Caroline found a nightgown that she liked and more importantly didn't show too much. Sheila did agree that she looked sexy on her and she figured that she could get some good photos of her in it.

"If you don't mind take these packages on out to your car, I need to do something," Sheila said handing Caroline the packages that she was carrying.

"What you going to do?" Caroline asked suspiciously.

"Don't worry, just go on," Sheila said putting her hands to Caroline's shoulders turning her around and sending her toward the door loaded down with bags.

"Okay," Caroline said then taking a few steps toward the door. "Wait a minute," She said turning back around.

"What?" Sheila said hoping that Caroline wouldn't insist on going with her.

Caroline came up to her, putting the bags down and pulling her credit card from her purse, "Here take this," she said.

"No I'll get this one," Sheila said pushing the credit card back.

"Take it," Sheila said slipping the card into the pocket of Sheila work shirt.

"Okay, I promise I won't spend much," Sheila said not wanting to start an argument in the middle of the mall, an argument that she wasn't going to win anyway.

"It's cool," Caroline told her.

It cost Sheila a bit more than she thought it would but she was sure that Caroline would look cute in it that is if she could get Caroline to wear it the way that she wanted her to. She was going to save it for last so that if Caroline refused then it would be at the end and Sheila could assure her that they had plenty of photos and wouldn't need that outfit anyway. Which brought her back to the thought of why she wanted to get Caroline to wear it and she knew that answer, she was sure that Caroline would look so sexy in it, maybe too sexy for her own good. But she here she was buying it and with Caroline's own money to boot. She did feel guilty about the paradox she was creating but not enough to stop herself from buying it.

"That's not a big bag," Caroline commented when Sheila got into Caroline's car that was parked just outside of the entrance where Sheila worked.

"I guess it's not," Sheila replied waiting for Caroline to follow up with what is in the bag.

"So which outfit do you want to shoot first?" Caroline asked and before Sheila could even think of an answer to her question Caroline had another and another. "What do you think about me putting my hair up this time? Or maybe up on some and down on the others depending on what you got me wearing. Are we going to do them all by the window with the curtain?"

So Caroline asked these questions and then went about answering them though she did eventually allow Sheila a chance to throw in her opinions. Sheila didn't really mind Caroline dominating the conversation, it was telling her that Caroline was excited about being her model though she still didn't think that she was pretty enough to be a model.

When they got to Caroline's suite, Caroline ordered them some things to snack on as they worked. Sheila went on to her bedroom to get a clean pair of panties and something comfortable to wear as she photographed Caroline. She really didn't bring much but then she saw Caroline's extra pair of pajamas on the foot of her bed so she took them with her to the bathroom. Just as she turned on the shower, she heard Caroline talking to someone so she knew that their food had arrived which made her stomach growl. So any thought of a long shower went out the window, her stomach had control of her now and since she got no lunch break, she had no choice but to listen.

When she left the bathroom, she passed by Caroline's door which was closed making Sheila smile as Caroline had obviously learned her lesson. When she got to the living room, she saw a small cart by the small kitchen. She went over it uncovering the plates to see that there was a vegetable and fruit plates with a bowl of dip for each. She picked up a large strawberry dipping in into the dip before placing it into her mouth. She almost let out a moan from how juicy and fresh tasting it was. She should have known that this motel would only serve the best. She then picked up a stalk of celery, dipping it into the vegetable dip finding that it was also great tasting, not as great as the strawberry but close.

Sheila got to sample a little of everything from both plates which filled her enough that her stomach was no longer talking to her before she heard Caroline call out, "I'm ready."

"Okay," Sheila said turning to see what Caroline would look like it the long dress gown that they had found on a clearance rack. She waited another moment but no Caroline appeared.

So she went looking for her wondering what Caroline was doing. She passed by Caroline's bedroom seeing the door open but no Caroline. She then saw the light in the spare bedroom on, knowing that she had turned out the light when she had left it to take her shower. She went in to see Caroline sitting at the dressing table in a white terry robe with all the makeup that Sheila had bought sitting out ready for her to use. Sheila had to smile as Caroline sat there patiently waiting for her makeup to be done. Sheila started to make a smart comment but for once her brain worked faster than her mouth and she was able to bite her tongue. Caroline needed to be handled with kid gloves and she felt like she could only kid her when she knew Caroline would take it the right way.

As she entered the room, she thought of the right way to make Caroline fuss at her while knowing that she was kidding with her, "Let's see if I can bring out the slut in you."

"Sheila!" Caroline protested.

""What, you're not a slut!" Sheila asked grinning from ear to ear.

"No I'm not and you know it," Caroline said crossing her hands across her chest.

"I know, I'm messing with you," Sheila said reaching out to uncross Caroline's arms.

"I knew you were," Caroline said smiling.

"Good, now what do you think I should use?" Sheila asked just to see what Caroline would say.

"Well since you only let me buy things that were on sale and most of those items were a lighter shade of blue, I think a little blue eye shadow and then some blush for my cheeks.

"Sounds good and don't forget the eyeliner and a little lip gloss," Sheila said picking up the eye brush and the pack of eye shadow.

"Okay," Caroline said smiling as she leaned forward.

Sheila was concentrating on getting a little of the eye shadow so when she turned back around, she noticed that Caroline's robe had parted slightly at the top. As she leaned in, her eyes by their own volition glanced down. She was slightly disappointed that she was only able to see the edge of the cups of Caroline's white bra.

Sheila moved her eyes up to Caroline's face noting that Caroline had noticed where she had been looking. Sheila could only grin before she began to apply the eye shadow to Caroline's eyes and then the eyeliner. She loved how the dark eyeliner really brought out Caroline's green eyes and she only had to apply just a bit of mascara to show off Caroline's naturally long eyelashes. But it was when she applied the Pink Bouquet lip gloss that Sheila had the urge to put her hands to Caroline's cheeks to bring her head forward for a kiss. She found herself biting her lower lip just to keep from doing so. She also decided that Caroline's hair would look cute with the sides' braded leaving the rest loose. This way she wouldn't have to gaze into Caroline's seductive eyes.

"All done, so what do you think?" Sheila asked once she had brushed out the rest of Caroline's hair.

"Oh you have done wonders to my plain face, if only we could cover up these freckles that I have." Caroline told her but Sheila could see that Caroline was pleased with how she made her look.

"Oh we could but then you'd lose that girl next door look plus I would have to use more of the foundation than you like and you really would end up looking like a slut," Sheila said laughing a little while making her point.

"I think I'll stick with the freckles," Caroline quickly replied.

"Good choice besides they're not really that noticeable," Sheila told her. "Now we still going in the order we talked about?"

"Yea, I think that will be best don't you?" Caroline asked.

"Sure, do you need help with the gown?" Sheila asked not sure which answer she really wanted to hear.

"No I got it," Caroline answered disappointing Sheila in the slightest degree while also relieving her in slightly greater amount.

"Okay I'll get the lights and camera set up for you," Sheila said leaving the room.

Sheila had everything set up when Caroline came into the room saying, "This gown is too tight; I told you we should get a size larger. I can't even get it zipped up."

"Turn around and let me help," Sheila said smiling at Caroline who was frowning.

Sheila had to pause a moment to stare at Caroline smooth pale back invoking the memory of seeing her in just her panties that got her into this to begin with. When Caroline glanced over her shoulder at her, Sheila remembered what she was supposed to be doing. She reached down taking the zipper and pulling it up seeing the gown come together.

"Turn around and let me see," Sheila instructed her.

"It's too tight around my bust and hips," Caroline complained as she pulled on the gown first in her bust area and then her hips.

"Quit that," Sheila said pulling Caroline's hands away before she readjusted the gown careful not to get her fingers too close to Caroline's breasts or her ass. "It looks perfect, you look perfect."

"It's not too tight?" Caroline asked.

"No it shows off your figure perfectly," Sheila told her and she saw Caroline beaming from the compliment.

Sheila got behind the camera and she got a quick shot off while Caroline was still smiling and that was a great way to start the photo session. Sheila got several photos of Caroline in the gown but for some reason she had her posing in profile more than any other position, but then she loved how the gown showed off Caroline's breasts and ass. She then took her camera from the tripod so that she could take some free hand shots at different angles.

Next up was a knee length skirt and a floral designed blouse. Caroline was able to move easier in this outfit. Sheila even had her pose sitting on the couch getting Caroline to move the skirt up above her knees to show off a bit more of her long firm legs which took Sheila more than a little coaxing to get her to do but it was definitely worth the effort.

Sheila gave Caroline a break after this outfit so that she could get something to eat and drink however that caused Sheila to have to reapply Caroline's lip gloss not that she couldn't do it herself but Caroline seemed to enjoy having Sheila do it for her and Sheila had to admit that she didn't mind doing so either.

Next came jeans and a sweater, again both were tighter than Caroline seemed to like however she protested less and she was smiling throughout the shoot. This was followed by a much shorter skirt that Sheila had to keep telling Caroline not to pull down upon. She worked slowly letting Caroline get used to the skirt and she got lots of photos of Caroline's firm legs. She even got Caroline to face away from her and bend forward however Caroline would only bend so far however that was more than enough for Sheila to feel an itch that she didn't want to admit that she had.

Sheila let Caroline, and herself for that matter, take another break before they got to the final outfit of the evening. She could see that Caroline was tiring as was she and she wanted Caroline to look fresh for this last one that is if she could get Caroline to wear it. However she could see that Caroline was becoming a bit more daring as the evening turned into night.

"You up for one more shoot?" Sheila asked.

"Sure but all we have left is what you bought and wouldn't let me see," Caroline replied with the slightest bit of hesitation in her voice.

"Yep and I think you'll look so cute in it," Sheila said getting up from the couch that they were sitting.

"Come on and let's try it on," Sheila said reaching out for Caroline's hand who allowed her to take it.

Caroline's hand was so soft and Sheila felt Caroline giving her hand a light squeeze. Sheila couldn't help but to smile as she felt her body warming just from Caroline's touch. Sheila told herself to get a hold of her feelings and then she thought of the outfit that she bought for Caroline and she wondered if it was such a good idea. By the time that they got to the spare bedroom, Sheila had about decided to tell Caroline that she had changed her mind.

"I'm been waiting all night to see what you got," Caroline said letting go of Sheila's hand going directly to the bag and then handing it to Sheila.

"You don't have to wear it if you don't want," Sheila said giving Caroline a way out hoping that she would take it.

"I will, you got it for me so I'll wear it," Caroline replied.

"But you don't have to," Sheila said opening the bag.

Caroline just frowned at her so Sheila went ahead and pulled out the blouse from the bag handing it to Caroline.

"That's just half a blouse..." Caroline said holding up the blouse showing that her belly would be showing. "And what are these pieces at the bottom?"

"You tie those together and it's supposed to show your belly." Sheila said and before Caroline could protest further, she pulled out a pair of denim shorts.

"Those are too short, they'll barely cover me and my panties will show at the top." Caroline protested further.

"You got a pair of brief panties don't you?" Sheila asked wondering if she had forgotten a very important point.

"White cotton ones?" Sheila asked before she could stop herself.

"Ahhh... yea," Caroline replied.

"Good put them on," Sheila said as she turned to leave with Caroline standing holding the small outfit. "...and no bra."

"I can't go without a bra," Caroline said.

Sheila stopped at the door turning back around, "Don't worry, nothing will show."

"Then why do I have to go without a bra?" Caroline countered.

"Just do it, okay," Sheila said.

"Okay," Caroline said after a brief pause.

"Thanks," Sheila said going on out of the door feeling a twitch down below and feeling a bit moist.

"Heaven help me..." Sheila said to herself not expecting any help from that direction and not so sure that she wanted it.

Sheila went back to her camera making sure that she had plenty of memory left and putting in a fresh battery so that there would be no interruption. Sheila was then left to wonder if Caroline would back out or not and she was beginning to think that she would when she heard Caroline clearing her voice behind her. Sheila turned around letting out a gasp.

End of Part Three

To be continued.

Please let me know what you think of my story. I welcome all comments good or bad. You can email me at numlfl@hotmail.com