The Photographer's Assistant

This story is the property of the author. You may keep a copy on your computer for personal enjoyment, however if you wish to publish or distribute the story then you must get the permission of the author.

The Photographer's Assistant

Part Five

By Chris

Sheila awoke the next morning alone in the bed which didn't surprise her in the least. She looked over at the clock and saw that it was already past eleven in the morning. That was what she loved most about Sunday mornings; she could sleep in as late as she wanted. She rolled back onto her back and had just closed her eyes when she heard someone clearing her voice. Sheila forced herself not to smile when she heard Caroline clearing her voice a little louder this time. Sheila still didn't move even when she heard footsteps coming toward her.

Had she been just a hair bit more awake, she would had realized sooner than she did that those footsteps were approaching the bed at a rapid pace. As it was, she opened her eyes just as Caroline was jumping upon the bed. Being young and agile as she was, she had just enough time to prepare herself for Caroline landing on top of her. Still it knocked the breath out of her for a second before she recovered to see a giggling Caroline looking down at her, her face showing how truly happy she was.

"You know there's less painful ways of waking someone," Sheila admonished her while wrapping her arms around her giggling friend.

"You were already awake," Caroline replied grinning at her.

"No I wasn't, I was in a sound sleep; that is until a particular young lady decided that she was three years old again and jumping onto the bed with me," Sheila said giving her a frown.

"You weren't asleep," Caroline declared before giving her a kiss and then rolling out of her arms and off the bed. "Now get up, our brunch is going to arrive any second."

Sheila let her get to the door before asking, "and what makes you so sure that I was awake?"

Caroline turned giving her a soft smile, "When I woke up, I lay there and watched you with the morning sun shining lightly on your face. You body was at peace with the world and then a light smile came onto your face as if you were dreaming about someone nice..." she said pausing a moment and Sheila could see Caroline blushing just the slightest but then face became serious. "When I came into the bedroom and cleared my throat, I saw your face tense all so slightly and then you were obviously trying not to smile when I cleared my voice again... so you were awake my dear!" she then walked out of the bedroom leaving Sheila with the feeling that Caroline knew her better than she realized.

Sheila rolled on out of the bed, heading into Caroline's bathroom. She noticed that Caroline had laid out some of her clean clothes to wear. That was thoughtful of her but also made her wonder just how long Caroline had been awake. But that thought passed as she felt the need to pee, pee real bad. So after relieving her bladder, she hopped into the shower to get her day started.

"Just in time, our brunch has just arrived," Caroline said with a smile as she was putting several covered plates from the cart onto her small kitchen table.

"What we having?" Sheila said coming to the table and sitting down across from where Caroline had sat.

"I don't know, let's see," Caroline said as she uncovered the plates revealing biscuits, gravy, bacon, sausage and then some fruit.

"Looks good, I'm hungry," Sheila said as she took a biscuit and then putting some gravy upon it.

"It does, doesn't it," Caroline replied doing the same but then mixing in a couple of pieces of sausage on top of her gravy.

"So what time did you wake up this morning?" Sheila asked.

"Not long before you did," Caroline replied but the look on her face told Sheila it was a bit longer that Caroline was indicating.

"Well you could have awakened me earlier, we got a lot to do today, going through all those photos and then I got to head home," Sheila told her.

"I thought you might stay over..." Caroline said hopefully.

As much as she did want to, Sheila figured that it might be better for her to get back to her own place. "I got a test tomorrow that I really do need to study for," Sheila told her figuring that the mention of a test would make Caroline more willing to accept her not staying.

"Oh okay..." Caroline replied with a frown but after a brief pause she began to smile, "Well then I guess we got some work to do and we need to get at it."

"Yes we do, a lot of photos to work through and decide upon," Sheila said with a matching smile.

Caroline did at least allow them to eat before she hurried to her computer to begin the process of examining the photos that Sheila had taken the night before. It proved to be a slow process as each picture was looked at and either put into a folder for further consideration or passed by. When they got to the ones with Caroline wearing the shorts with the belly shirt, Sheila saw a worried look come to Caroline's face.

"How about we save these for just us to look at later," Sheila suggested.

"Yea, I think that's a good idea, no one needs to see these, I'm sure they're not that great anyway." Caroline said.

"Mmmmm... yea I don't think great is a word I would use to describe them," Sheila said seriously.

"You don't?" Caroline said and Sheila could see the hurt in Caroline's eyes.

"No I don't... I'd rather call them sexy and erotic..." Sheila told her seeing Caroline's face turn from a hurting frown to an embarrassed smile and then a reddish hue appeared on Caroline's cheeks.

"Sheila!" Caroline said slapping Sheila thigh.

"What?" Sheila said innocently.

"You know what..." Caroline said while still blushing but also appearing to be very happy with the comment. "Let's get back to work." She then said while the smile was on her face.

They went back to the photos that they had at first decided wasn't good enough, finding a couple that warranted a second look so they were put into the file to be looked at again. Only then did they open that file for a final decision. This didn't take them as long as Sheila figured it would. They both pretty much agreed which ones showed off Sheila's talent as a photographer and also Caroline's inner beauty. These Sheila put onto a flash drive along with a copy of the photos of Caroline in her sexy shorts and belly shirt. This seemed to make Caroline very happy.

"I wish you'd stay another night..." Caroline said to her at the door.

"I'll be back; I'm not going far... Besides I have thought of another outfit I want you to model in for me..." Sheila said giving Caroline a sexy wink.

"Sheila!" Caroline said blushing all over again while grinning at the same time.

Sheila pulled Caroline to her giving her a lingering kiss before pulling away. "Now help me pack this stuff to my car." Sheila told her giving Caroline something to do and also herself as she had a sudden desire to drag Caroline back to the bedroom.

Her car was at the entrance and the bellboys helped them pack up Sheila's equipment into her car and Sheila gave Caroline a quick hug before getting in and heading out, first to return the university's equipment and then on to her apartment that while occupied by her roommates felt lonely all the same.

It wasn't until later that evening when she was alone in her bed did she put the flash drive into her laptop. She looked not at the photos that they had saved for her to use in her portfolio but at the photos of Caroline in the shorts and belly shirt. The first picture she had seen with Caroline and as she looked at it now she cursed herself as it was just the slightest bit blurred. A professional photographer should not let her nerves and emotion affect her ability to take photographs.

The next picture was much better, making Sheila feel a bit better about her ability to take good photographs. She looked at the photograph seeing the context and the lighting but soon she wasn't looking at the how well the shot was taken but rather the subject of the picture. She saw just how sexy the subject was and the way that she was looking so vulnerable. Sheila began to feel a tingling in her pussy that she put to the back of her mind. She went on to the next couple of pictures which was still pretty innocent but sexy all the same. When she got to the first picture where she loosen the tie that kept Caroline's blouse closed, the tingling in her pussy returned and this time she couldn't ignore it.

She got up, going to her bedroom door to make sure that it was locked. When she got to her bed, she let out a sigh and gave into the urge that she knew she would eventually give into anyway. She pulled off her tee shirt and then peeled her panties down, stepping out of them before slipping back into her bed. She put her pillow against the headboard, sitting back against it before balancing her laptop back between her thighs and belly. She backed up a couple of pictures going slowly through them. When she got back to that first picture where Caroline's blouse was loose, she brought her hands up to her breasts, caressing them before pinching her hardening nipples remembering how she felt when she took that picture. She stared at this picture for a minute or so before going on to the next picture.

Her hands concentrated on her breasts as she went through these pictures, that is until she had unsnapped Caroline's shorts and unzipped them to the point that her white panties showed. Her right hand slipped under her laptop going directly to her pussy that was already wet. Again her mind went back to when she had done this to Caroline as her fingers began to caress her swollen lips. She also remembered that first kiss and how Caroline's lips felt against her lips.

She slowly went through the rest of her photos with her fingers caressing her pussy lips before going to her clit. When she got to the last picture, she saw that Caroline had turned her shoulders just enough that the camera had caught Caroline's right breast and nipple peeking out from under her blouse. Sheila's eyes were transfixed upon that perfectly formed breast as her fingers attacked her clit causing her to cum hard.

It took her a couple of minutes to recover and when she did, she found her laptop was to the right side of her hip and her fingers were still on her pussy which was still pulsing. She wiped the juices from her pussy and since she didn't think ahead and get a towel she had nothing else to do but lick them clean. Not that she minded as she always thought that she had a nice taste. She wanted to go clean up however she could hear the shower going so she knew it would be awhile before it was free. So she shut down her laptop and turned off the light. There was nothing else to do but sleep and then get to the bathroom in the morning before her roommates got up which wasn't too hard to do since they were all smart enough to not schedule early morning classes.

On Monday morning she got her portfolio together and she sent it off to the advertising company. She just hoped that they would understand what she was doing and trying to show by using Caroline as her model. She and Caroline met for lunch and then talked as they walked to their afternoon class.

The rest of the week went fine until she got to Thursday when she woke up with this strange feeling. She knew she had a dream about something bad happening but then wasn't bad, it was just that she really couldn't remember what the dream was about; she only had that vague feeling about the dream. By the time she got into the shower, the feeling was gone and she just thought about the day to come. She had to leave early that morning as she had a meeting with her academic advisor who only did this type of meeting the first thing in the morning. She liked her advisor but she hated that he did these meetings so fucking early.

When she got out to her car, she realized that she was going to be way early since it was only then a minute or two before seven. As she started the car, a thought went through her head; maybe her advisor was going to tell her that she had forgotten to take a required class that wouldn't be offered in the spring thus she couldn't graduate. That would definitely be bad but she couldn't think of anything good being the result of that happening that is until Caroline popped into her head. "It couldn't be that could it?" Sheila asked herself. She thought about that for a moment before shaking the thought from her head.

Her thoughts were still on what classes that she could have missed taking and she couldn't think of any that were required. She and her advisor had already gone over that before the fall semester had started. She was about halfway to the university when her motor just quit, shaking her from her thoughts. Luckily there wasn't much traffic and she was able to coast into the parking lot of an old vacant gas station. She put the car into park and tried to start it. It battery worked the starter but the engine wouldn't turn over. It wouldn't even try to turn over. She checked her watch and she was much too far away to walk and get there on time. She knew she was going to have to call someone to come and get her but whom. Her roommates were all fast asleep and she hated to wake them up. She knew one of them would come and get her but while she got along with them, she didn't want to be indebted to them. But then she realized that she knew whom to call all along. Caroline was the only one she could and should call, if she didn't then Caroline would be pissed at her and she knew it, so she made the call.

"What's wrong?" Caroline asked not bothering with hello or good morning.

"What makes you think something is wrong?" Sheila asked.

"You've never called this early in the morning so something has to be wrong. Are you all right?" Caroline replied logically.

"I'm fine but my car isn't," Sheila told her.

"Oh no, you haven't been in an accident have you?" Caroline asked now with worry in her voice.

"Oh no! No accident." Sheila said quickly to reassure her. "I was on my way to school when the engine died. I've tried to restart it but nothing happens... I mean the starter seems to work but the engine won't start."

"Oh I bet your timing chain is broke," Caroline told her.

"What's that and how do you know that is what it is?" Sheila asked.

Caroline laughed a little, "Did I mention that I also spent a lot of time with Mac, my father's mechanic and who taught me to drive."

"No you didn't mention that," Sheila said laughing. "Anyway can you come and pick me up, I got an eight o'clock meeting with my advisor and I can't be late."

"Where are you?" She asked.

"I'm about ten miles from the university on Broadway Avenue. There an old vacant gas station on your right, just past Gay Street." Sheila told her.

"I'll be right there, don't go anywhere." Caroline told her hanging up before Sheila could reply with some smart retort.

In less than fifteen minutes, Sheila saw Caroline's car coming down Broadway and then pulling into the parking lot. Sheila could see that she was talking to someone using the Bluetooth hooked up through her car. Sheila grabbed her bag and was just opening the door to Caroline's car when she heard Caroline say, "Thanks Mac, you're an angel."

"Thanks Mac?" Sheila asked as she got into the car. "You're not doing what I think you're doing."

"I don't know what you're thinking so I can't know if I'm doing what you think I'm doing..." Caroline said putting her car into drive. "Now buckle up."

"You know what I'm talking about, what have you done?" Sheila said as she buckled her seat belt.

"I really haven't done anything... much," Caroline replied not daring to glance her way Sheila noticed.

"Just what did you do Caroline?" Sheila said in a bit more demanding voice.

Caroline finally did glance her way but only for a second, "Promise you won't get mad first."

"I can't promise you that," Sheila said getting a bit irritated.

"Then I won't tell you," Caroline told her and Sheila saw that Caroline wasn't going to tell unless she promised.

"I promise I won't get mad... but I probably will fuss at you..." Sheila told her now pretty much knowing that Caroline had gone further than she wanted but then she sort of knew that she would even before she called her.

"I called Carol and got her to have your car towed to the best dealership for your model car and then I called Mac and asked him to call them and make sure that they fix your car right and not overcharge us." Caroline said again not daring to look over at Sheila.

Sheila had to count to ten before she dared to reply, "You know I can handle my own problems, I just needed a ride to school."

"I know you can but I wanted to help." Caroline said.

"You did help by picking me up and driving me to school, the rest I can do for myself," Sheila told her trying not to show the anger that she was feeling.

"I know but I couldn't help myself, that's just the way I am. I see a problem and I solve it or at least try. I just wanted to help you out," Caroline said finally looking over at her as they were stopped at a red-light.

Sheila tried to show Caroline that she was still mad at her with her facial expression but the moment she looked into Caroline's eyes she was screwed and she knew it. "Just don't do it again or at least ask me first, okay." Sheila said giving in to those eyes.

"Okay!" Caroline said with excitement in her voice. Then she leaned over giving Sheila a quick hug before the light changed.

"You know since you're car is going to be in the shop for a few days, you can just stay with me..." Caroline said taking a quick peek over at Sheila before going on, "I mean it's either that or have me take you back and forth to your place every day..."

"God, give you an inch and you take a mile..." Sheila said half seriously and half jokingly.

"That mean you will?" Caroline asked.

"I'll think about it," Sheila replied knowing that was a logical suggestion.

"Cool, we can get some of your clothes and things you'll need this afternoon," Caroline said cheerfully.

"I said I'll think about it not that I would," Sheila told her but then she knew that Caroline was making sense; she couldn't keep bumming rides until her car was fixed. Another thought was also going through her head and that was lying next to Caroline that evening and making love to her.

"Well think hard about it okay... I would like to have you stay with me for a few days," Caroline said softly.

"I will, I promise," Sheila said and as she looked over at Caroline, she realized that Caroline was probably very lonely in that big suite.

"I'll try and think of something fun for us to do tonight," Caroline said innocently though Sheila had a dirty thought go through her head.

"Yea homework," Sheila said instead of what she was thinking.

"Well that can be fun too," Caroline quipped back.

"Only in your world," Sheila said with a laugh.

"Hey it can be fun if you let it," Caroline said grinning.

About this time, Caroline had turned into the main street that ran through the university. Sheila sat back thinking about what she should do, not that she seemed to have any control over what was happening to her anyway. Ever since she had called Caroline when her car broke down, Caroline had taken control over everything that was happening to her. Normally this would bother her but for some reason; she wasn't as bothered about it as she felt she should be. She was a bit pissed at Caroline for doing what she did to get her car fixed but then again, she also knew that she didn't have the money to pay for a major repair to her car and she didn't want to have to ask her parents for the money. She looked over at Caroline who seemed to be lost in her own thoughts and suddenly she realized that her dream had come true.

"We're here, just in the nick of time," Caroline said as she pulled in next to the sidewalk.

"Thanks I appreciate you picking me up," Sheila said grabbing her book bag from between her feet.

"Anytime," Caroline said as Sheila was getting out of the car.

Sheila saw the hopeful expression on Caroline face, asking the question that Caroline so wanted a positive answer to. Sheila knew that she couldn't turn that look that Caroline had down; "I'll see you... tonight," Sheila said shutting the door before Caroline could answer. But then the huge smile told her all she needed to know.

She made it just in time for her meeting with her advisor and it went just fine. She was on schedule to graduate as long as she passed her classes and since she had already taken her hardest classes, that wasn't going to be a problem. Her dream had already come true with her car breaking down. She just hoped that her decision to stay with Caroline was the good part though she didn't have too much doubt about that.

When she got out of her advisor's office, she turned her phone back on to find two texts from Caroline. The first was to tell her that her car had been towed to the dealer and that Mac had already talked to the manager at the service department. The second one was to say that she would be in class or at the library until a little after five but that key card to her suite was at the desk waiting for her. Sheila had to admit that Caroline was very efficient when it came to getting things done. Money helped with that but Sheila suspected that while her father didn't have much to do with her growing up a few of his genes were passed on to her.

Sheila texted her back asking if she just wanted to meet back at her motel around five and then they could go pick up enough clothes to last a couple of days. She would even treat her to dinner for helping her out. She didn't have to wait long to get a return text and she figured that Caroline would say she could stay longer than a couple of days but she didn't, she just typed "Pizza?". This of course made Sheila laugh at the not so subtle hint; so she texted back, "Yes Pizza."

Sheila only had one class that day but she didn't want to go back to Caroline's suite and hang out alone, so she went to the university center, finding a quite place in one of the study lounges there. She caught up on some of her reading and also got most of a paper written that wasn't due for another week done. She then went to the TV lounge where she settled back in a recliner in front of one of the large screen TV. A couple of girls were sitting on a couch in front of the TV all engrossed in some TV show that held her interest for about thirty seconds before she put the back down on the recliner and let the boring show put her to sleep.

When she woke, the girls were gone replaced by a several guys watching the replay of the previous week's football game. Sheila couldn't figure why they were so excited over it, it wasn't all that interesting the first time but then she wasn't much for watching sports. However the noise they were making was well timed as she needed to get going. It was a long walk to the motel and she had just enough time to get there.

When she got to the front desk, she told the young women there her name and she was just starting to tell her that she was a friend of Caroline when the clerk was handing her a key card. She went on up to Caroline's suite, putting her book bag in the spare room. She wasn't sure just what the sleeping arraignments would be so she played it safe. She got a water from the small fridge and was looking out the window out over the university when her phone buzzed with a message. It was of course Caroline saying that she was downstairs waiting.

"So how was your day?" Caroline asked as Sheila got into her car.

"You mean other than my car breaking down in the middle of a busy street?' Sheila asked with a grin.

"Yea other than that," Caroline said giggling.

"It was good I got a lot of work done and even worked in a nap in the university center TV lounge," Sheila told her.

"You know you could have come here to take a nap," Caroline told her giving her that look.

"I know but I was there already and I hadn't really planned on falling asleep," Sheila told her fudging the truth just a little.

"Okay..." Caroline looking at her like she only partly believed her, "You got a card to get into my place so next time, you come there."

"Yes mother," Sheila said laughing.

"Oh shut up," Caroline said laughing.

"So how was your day?" Sheila asked and that got Caroline talking.

When they got to Sheila's apartment, Sheila wasn't too surprised to see that all her roommates were out. Sheila first wrote them a note telling them that her car had broken down and that she was staying at a friend's place for a few days. They all did this so no one would worry about them being gone. While they weren't close friends they did look out for each other.

When they got to her bedroom, she saw Caroline looking around but not in a disapproving way. "I know it's not as nice as your place," Sheila felt compelled to say.

"No it's nice and I can see your personality in it," Caroline said.

"What messy?" Sheila said with a laugh.

"No the pictures you chose to put on your wall, their all either have the sun or the moon in them." Caroline said going to the picture of the building with the sun setting behind the tower, the one she took on the day that they met.

"And what does that tell you?" Sheila asked very curious as to what Caroline would deduce from that.

"That there is a sunny fun loving side to you and yet there is a darker more mysterious side too," Caroline said looking directly at her making Sheila feel chill bumps come up on her neck as no one had ever bother to see that deeply into her.

In a way Caroline seeing so deep into her scared her but also drew her in too. She stared back at Caroline a moment more before she had to break eye contact. Sheila decided a change of subjects was desperately needed, "Hand me that little overnight bag out of the closet please."

Caroline got the small bag but also a bigger suitcase that was in behind the small bag. "I don't need both," Sheila told her.

"It may take more than a couple of days to fix your car, this way we won't have to come right back and get more," Caroline said putting the bigger bag onto the bed beside the overnight case.

"I hope not, I can't afford to go without my car for too long, I need to get to work Saturday you know," Sheila told her.

"I'll drive you there," Caroline said with a grin.

"I hate to put you out so much," Sheila told her.

"You're not, now hurry and pack, I'm getting hungry and you promised me pizza," Caroline told her.

"I guess I did," Sheila replied laughing.

Caroline helped her to pack, making sure that both bags were full before she allowed Sheila to close her bags. She then insisted on taking the large heavy suitcase to her car as Sheila got the small bag and her camera case which was heavy on its own. As Caroline pulled out, Sheila began to wonder just when she would be back. There was just something about Caroline that made it difficult for Sheila to refuse her. And it wasn't like Caroline was making her go against her will, Sheila found that she was more than willing and even happy to let Caroline have her way.

Sheila had planned on stopping at a pizza place near the university that a lot of the students went to. The pizza was good and they served beer which is what drew the students. However Caroline had another place in mind. It was a place where families went and they had a play area for the kids. Sheila thought that it was weird that Caroline would want to go here but then once inside Sheila began to see why this is where Caroline wanted to eat. They got a table near the play area where the kids went to run off their excess energy. Sheila saw Caroline's face light up seeing the kids play and laugh together. It was like seeing Caroline relive her childhood, this time there were toys and games and not endless tutors. Caroline wouldn't let her leave until they played several of the games there. There was one bowling type game that they played that Caroline seemed to have a talent for, that is until a young girl came up and was watching. So Caroline let her play as Sheila watched. Caroline had been beating her regularly but when she played against this girl, she didn't seem to be able to hit anything until the girl had a large enough lead that she could play a little better on the last couple of rolls.

"It's pretty bad when you let a five year old beat you," Sheila teased Caroline as they were leaving.

"Hey she was good!" Caroline said grinning at her.

"Not that good," Sheila replied.

"Yea but did you see the grin on her face when she went to tell her mother that she beat a grown up," Caroline said grinning from ear to ear herself.

"You're just a softie," Sheila said coming to Caroline's side and giving her a kiss as she put her arm around her waist.

'"You'd done the same thing," Caroline replied.

"Oh no, I'd ground her up and spit her out, she'd gone crying back to her mommie," Sheila said acting serious.

"You would not have and you know it," Caroline said.

"Well it was sweet of you," Sheila said turning serious.

"I know, and I am a softie," Caroline said.

"Oh yes, very soft..." Sheila said seductively as she gave a squeeze to Caroline hip.

"Sheila!" Caroline hissed and Sheila could see Caroline blushing with the lights from the security poles lighting up the parking lot.

"Well you are," Sheila told her giving her a quick peck on the cheek before they got to Caroline's car.

Caroline changed the subject away from her on the way to her motel. She talked mostly of some of the photos that she had taken with her camera that she wanted to show Sheila when they got back to her suite. Sheila noticed that Caroline took the suitcase that she was carrying back to her bedroom and not the spare bedroom. So she knew that Caroline wanted her to sleep with her which Sheila didn't mind in the least.

Once they had both made a stop at the bathroom, Caroline had Sheila sitting at her computer looking at the photos that she had taken that week. Sheila could see how proud she was of them and they were pretty good. She still had a couple out of focus and off centered but all the same, they were good and Sheila made sure that Caroline knew that. She would never be a professional photographer but then she didn't want to be, she just wanted to have fun with her camera.

"You know I think you need more practice taking photos of live models," Caroline declared as she got up from her chair.

"I do?" Sheila asked wondering this came from.

"Yes you do," Caroline told her, "Now stay right there. Don't move."

"I won't," Sheila said and when Caroline turned her head back to make sure that she wasn't following her, Sheila began to get an idea as to what Caroline wanted.

When Caroline didn't immediately return, Sheila did get up; moving to the couch as the kitchen chair that she was sitting upon was beginning to get hard. The longer it took Caroline, the more curious Sheila became. She figured that Caroline was changing into a different outfit but what it would be she had no clue.

When Caroline finally entered the living room, Caroline was wearing one of the hotels long white robes with a pair of sandal pumps that had straps going up around her ankles. Sheila saw that Caroline had her camera in her hands with the correct leans attached. With Caroline wearing the robe as she was, it made Sheila wonder just what Caroline had under it. And the fact that Caroline's cheeks had a natural rosy hue made Sheila's pussy begin to tingle. Sheila figured that Caroline was just using the impromptu photo session as a prelude to making love again. That thought just made Sheila's pussy tingle even more.

"You ready to take some more pictures of your favorite model?" Caroline asked as she handed the camera to her.

"More than ready," Sheila said getting up as she turned on her camera and setting the camera to fit the lighting in the room.

Once she had the camera set up, she turned toward Caroline looking through the viewfinder. Caroline still had the robe on but once the camera was on her she reached down with nervous hands, Sheila noted, to the tie that held the robe closed. She pulled the tie opening the robe that she quickly shed like she wanted to do so before she changed her mind.

"Oh my..." Sheila gasped taking the camera from her eye to really take in the beauty in front of her.

Caroline was wearing a very similar outfit that Sheila had gotten for her; a pair of denim shorts and a belly shirt except these shorts were a bit tighter and maybe even a little shorter. As cute as the shorts were, it was the belly shirt that got her attention; the color was an almost sky blue and very sheer. Caroline had the blouse tied closed but with it being so sheer, her breasts were very visible.

Caroline's cheeks were now rosy red and it was only then that Sheila noticed that Caroline had put a little eye liner and light blue eye shadow. She was very beautiful and extremely erotic almost too erotic for Sheila to photograph. She just wanted to say fuck the pictures and drag Caroline to the bedroom but then the photographer in her came out telling her that she would regret not taking at least a few photographs.

Her hands were shaking ever so slightly as she brought the camera up. She looked into the view finder to find that Caroline was bouncing around on her. She sucked in her breath before letting it out slowing thus calming her nerves. She looked again to see a much clearer and still Caroline who was biting her lower lip with her hands pulling down on her shorts like she wanted to cover more of her body than the shorts were capable of doing. Sheila snapped off a couple of photos catching Caroline off guard. Sheila moved around Caroline whose nervousness was beginning to dissolve as she began to pose for Sheila. Her hands stopped fiddling with her shorts and she relaxed as a smile came to her lips what Sheila so liked about Caroline as a model. She wanted to see bright white teeth when she photographed someone and Caroline was just such a model.

Sheila moved behind of Caroline who knew to look back over her shoulder at the camera. Sheila then saw just how short the shorts that Caroline was wearing. The back of the shorts barely covered her buttocks. Sheila moved in close while kneeling down on one knee so that she could get a picture of those tight shorts against Caroline's ass. Caroline surprised her by bending over just slightly. Sheila took a couple of more pictures before standing back up.

Sheila noticed that Caroline's hands were doing something but she wasn't sure what until she was back in front of her. The blouse was no longer tied and her blouse was open so that Sheila could see the edge of Caroline's bare breasts. Sheila snapped a few full body shots before focusing in on Caroline from the waist up. Sheila could feel that her pussy was getting wet with the gusset of her panties that were now damp. Sheila took a couple of photos before focusing her camera back out. As she snapped a few photos she saw Caroline's hands move down to the front of her shorts.

Sheila noticed that Caroline's hands were very calm and not shaking in the least as she opened the button of her shorts and slowly she unzipped them. Sheila was taking photos all through this and she had to smile as she saw the top Caroline's white panties appear. With the shorts being so short to begin with, there were even more of Caroline's white panty briefs showing. Sheila focused back in on Caroline's shorts and those pretty panties.

After taking a few pictures Sheila focused back out and she saw a hesitant expression of Caroline's face. Sheila wasn't sure just what Caroline was thinking about but her instinct told her to keep taking photographs. After a moment, Caroline seemed to have made her decision as her hands went to her blouse and she slowly opened the blouse exposing her breasts to Sheila and her camera. Sheila could not believe that Caroline being so shy about her body would do this but here she was exposing herself to the camera. Caroline let the blouse fall off her shoulders. Sheila took several full body shots before focusing in on Caroline's upper body where she noticed that Caroline's nipples were rock hard. That made Sheila realize that Caroline was becoming very aroused exposing herself like she was.

When Sheila focused back out taking in all of Caroline's body, Caroline's hands went back to her shorts. Caroline didn't hesitate this time as her hands began to push those shorts downward. She managed to get them off her hips without pushing her panties down. Sheila kept taking pictures as Caroline had to lean forward to get her shorts off her thighs. Sheila got several beautiful photos of those lovely breasts as Caroline leaned over. When Caroline straightened back up, her shorts were at her ankles and she stepped out of them leaving her in only those sexy pumps and even sexier white panty briefs.

Sheila felt her pussy twitch and her own nipples hardening under her bra as she snapped off a number of photos. She focused in close to Caroline's panties seeing a definite damp spot on the gusset of those panties. Sheila could almost see that damp spot grow as she snapped off several photos.

Sheila moved the focus back before her desire for Caroline caused her to drop the camera to drag Caroline to the bedroom. That desire got stronger when she saw Caroline's hands moved down to her panties. Caroline did hesitate but only for a moment before she began to slide those sexy white panties downward. Sheila had to suck in her breath and calm down when the top cleft of Caroline's pussy appeared. Sheila had to use all of her concentration to take the shots as Caroline's aroused and wet pussy lips appeared.

"Oh fuckkkk..." Sheila heard herself say and that seemed to give Caroline the confidence to finish what she started.

Caroline pushed her panties on down letting them drop to her ankles and then stepping out of them as Sheila took as many photo as she could. Caroline had her legs closed but Sheila and her camera could still see the top cleft of Caroline's pussy. That was what made the pictures so sexy and erotic that Sheila knew she would cherish forever. Sheila moved around Caroline to get a few photos of her from this angle. Caroline's ass looked so sexy however Caroline only stood still for a moment before Sheila realized that Caroline was walking away from her. Sheila had to quickly focus on Caroline getting some great shots of Caroline's ass as she walked out of the living room. Sheila knew where Caroline was going. Sheila kept taking photos until Caroline turned into her bedroom. That is where the photo session stopped. Sheila went to the dresser, putting her camera there as Caroline slipped onto the bed. Caroline lay on her back with her knees up and parted. Sheila pulled her top off, quickly undoing her bra. She opened her jeans pushing both them and her panties down to her ankles. She leaned in against the dresser so that she could get her jeans, panties, and socks off of her left then right ankles.

She moved toward the bed seeing Caroline opening her legs even further. The light from the doorway gave her just enough of a view of Caroline's swollen pussy lips and just how wet they were. She rethought what she was going to do as it was painfully obvious that Caroline was much too aroused to be teased for even for a short amount of time. So Sheila moved to the foot of the bed, climbing on and up to where Caroline laid waiting for her.

Sheila placed her hands upon Caroline's inner thighs as she began to lower her head down to that succulent pussy that lay before her. Caroline's scent waffled up to Sheila nose causing her to lick her lips subconsciously. Sheila was on her knees and she bent on down feeling her own pussy open up to the cool air of Caroline's bedroom. She gave a kiss to Caroline's clit causing Caroline to cry out and her body stiffened as a small orgasm coursed through her body.

Sheila knew that Caroline was on edge but she didn't realize until that moment just how aroused that Caroline had become as she modeled for her. Sheila moved her tongue down to Caroline's pussy licking along her slit gathering the juices and girlcum that was oozing from her. She used her fingers to pull Caroline's lips open so that she could lick in deeper. As she licked, she felt Caroline's hands on the back of her head holding it to her pussy. Sheila pushed her tongue in deeper getting a groan from Caroline. She licked her way up to Caroline's clit kissing it and giving the hard little bud a few licks causing Caroline to raise her ass up off the bed. Sheila had to use her hands to press it back down so that she could lick and tease Caroline lips, sucking and kissing them.

She felt Caroline's hands grasping her hair pulling on it but not too hard but enough to get her attention. Sheila returned to Caroline's clit, sucking it into her mouth. She used the tip of her tongue to tease the small but very hard and sensitive bud. Caroline's ass came back up off the bed as she groaned loudly. This time she used just her left hand to press it back down, her right hand she let slip back to Caroline's pussy. She first let her fingers tease Caroline lips while getting them wet in the process. She had been sucking all so gently on Caroline's clit however as she began to ease her middle finger between Caroline's tight lips. She felt Caroline push her hips downwards causing her middle finger to slip on inside going all the way to her knuckle without any resistance. While Caroline's hymen was long gone, she was sure that hers was the first fingers inside of her.

Sheila sucked harder against Caroline's clit using the tip of her tongue to really tease it. She used her middle finger to fuck Caroline's hot pussy, not fucking her too hard but more than enough to know that Caroline was enjoying it very much. Sheila pressed her lips against Caroline's clit as she pushed her finger in harder and faster. That was all that Caroline could take as she arched her back and came hard.

Sheila felt Caroline's pussy gripping her finger as the orgasm she was experiencing coursed through her body. Sheila pulled her finger out, sticking it into her mouth to suck that girlcum off and then she placed her mouth over Caroline's pussy sucking the rest of her girlcum out. When she felt Caroline begin to stir, she gave a kiss to her clit causing Caroline to have a mini orgasm that rippled through her body. Sheila came on up in the bed pulling Caroline over on top of her with Caroline laying her head on her right shoulder. Sheila began to caress Caroline's back getting a soft coo in return.

"Oh god you make me feel so wonderful," Caroline cooed out as she raised her head up and she kissed her so softly.

"I like making you feel that way baby," Sheila told her using her hands to get the hair from Caroline's face and then she brought Caroline head down so that she could kiss her, a long soft lingering kiss.

Caroline ended the kiss before Sheila really wanted her too however Caroline made up for that by sliding down Sheila's body until she could grasp her breasts in her hands.

Sheila felt Caroline's hands tenderly squeezing her breasts and she let out a moan when she felt Caroline's soft lips kiss her hard right nipple. She had her eyes closed but she could feel Caroline warm breath on her left nipple right before she felt her kissing it. She couldn't help but to let out another moan and a louder one when she felt Caroline's lips form around that nipple sucking it into her mouth. Sheila put her right hand to the back of Caroline's neck, using her fingers to caress Caroline there as she suckled so nicely. Caroline moved back to the right nipple sucking it into her mouth.

As much as she was enjoying this, she needed Caroline's mouth somewhere else so she used her hands to put a slight pressure on Caroline's shoulders. It took Caroline a moment to respond to the gentle prompting but she did. Sheila felt Caroline moving on down her body kissing her way downward. Sheila opened her legs even further bringing her knees up to open her pussy for that sweet mouth of Caroline's.

She first felt Caroline kissing her clit making her shutter as a small orgasm coursed through her. It only took her a moment to recover and when she did, she felt Caroline's fingers spreading her open and then her tongue going deep inside of her.

"Oh fuck yes..." Sheila cried out. "eat me out!"

These dirty words seem to really spur Caroline on as her tongue moved faster and deeper inside of her. So Sheila kept saying that feeling Caroline feast upon her pussy, licking deep inside and then licking hard against her clit.

"Oh god yes, lick me there..." Sheila cried out and then she added, "fuck me..."

Sheila felt one of Caroline's small fingers enter her and it did feel good but wasn't enough so Sheila groaned to her, "Add another darling, it won't hurt me, I love it..."

Caroline quickly added and second and then a third finger filling her pussy so nicely, "Oh there... fuck me harder, make me cum darling..." Sheila cried out as she pushed her hips against Caroline's invading fingers.

Caroline was fucking her hard and she began to suck on her clit even harder. Sheila felt her clit get super sensitive and then she felt it explode as the orgasm she was seeking washed out from her clit taking control of her body and soul.

When she began to recover her soul from the world of pleasure that Caroline took it too, she felt Caroline tenderly lapping at her pussy. It felt so wonderful that Sheila was content to lay there and let Caroline lick a couple of minutes more before she reached down to bring Caroline back up. She gave a kiss to her while wrapping her arms around her. When the kiss ended Caroline lay her head down on her shoulder burying her face up against her neck.

They lay there for a while just caressing and enjoying the euphoria of their lovemaking. Sheila felt as contented as she had ever felt and she love feeling Caroline lay on her and feeling her soft breathing against her neck.

"I love making love to you..." Caroline finally cooed.

"I love making love to you too my darling," Sheila said realizing that she had been using "darling" as a term of endearment for Caroline. She wondered where that had come from as she had never called anyone that before now. However as she thought a moment, she realized that Darling fit Caroline for her.

"I'm glad," Caroline said softly.

Sheila lay there for a moment letting the silence return but then she felt compelled to ask, "You don't mind me telling you what to do did you? I know some women don't like that."

Caroline quickly raised her head up, looking directly into her eyes, "Oh no, I want you too, I don't mind at all, I promise." She stated and then she gave her a kiss to prove it.

"If I ever do anything you don't like then tell me," Sheila said wanting Caroline to feel free to tell her.

"I ahhh..." Caroline started to say before stopping herself and Sheila could feel Caroline's face warming against her shoulder so she knew that she was blushing, her face felt almost hot against her shoulder.

"You can tell me anything and it will always stay between us I promise," Sheila said turning her head just enough to give a kiss to Caroline warm cheek.

"I want do everything..." Caroline said and she paused for a moment and Sheila felt her suck in her breath before she spit out quickly, "... even those things you had in your closet." She then buried her face in against her neck and held onto her tightly.

Sheila wanted to ask what things but she knew that Caroline was much too embarrassed to tell her so she thought hard on what she had in her closet that Caroline could have seen. There wasn't anything in there except her clothes and... it hit her then what Caroline had seen. Lisa, one of her old girlfriends, and her were playing around on the internet one day when they were bored and they came upon an adult toy site. They decided to pool their money and buy a few toys to play around with. They bought a couple of cheap vibrators and a very expensive strap- on with a couple of dildos for it. When Lisa left, she left the toys behind. Sheila had forgotten all about them being in the closet hidden under her suitcase that Caroline gotten from the closet for her. Sheila had to smile and it made her pussy twitch just thinking about using the strap-on on Caroline.

"I think that'll be fun," Sheila said giving Caroline a squeeze and a little kiss to her shoulder since Caroline still had her face buried against her shoulder.

Caroline didn't say anything for a moment but then she whispered, "thank you for not making me say it."

"It's cool darling," Sheila said but then she just had to ask. "As shy as you are, how did you ever get yourself to take off your clothes when you modeled for me tonight?"

Caroline didn't answer for a moment before she just said so simply, "That's different."

"How so?" Sheila asked.

"I don't know it's just..." Caroline replied pausing for a second, "It's just you and me and a part of me disappears and I'm just a model doing her job."

Sheila thought that over for a second and decided that Caroline wasn't telling the truth or at least not the complete truth, "That explains how you were able to model for me last week but not tonight."

"I don't know..." Caroline said again pausing to collect her thoughts and then she said something that Sheila did believe was the whole truth, "When I modeled last week it... it excited me to be in front of the camera and you taking photos of me, just me and you are focused in on me, taking photos of me like I was a real model."

Sheila started to interject that she was a real model to her but Caroline didn't give her a chance which turned out to be a good thing.

"And when you made me put on the shorts outfit, I thought I would die of embarrassment but then I saw the look in your eyes seeing me in it. And then you untying my blouse and opening my shorts... god I thought I was going to... well you know. I just wanted to feel that again tonight so I made myself order a new shorts outfit, even more daring. I almost chickened out but I made myself put it on. Once I saw your face, I was glad that I didn't chicken out. Then I couldn't stop myself once you started taking photos of me. It got me so aroused, I thought I was going to... you know." Caroline said and then a shiver went through her body almost like she had cum just thinking about it and Sheila felt like she was about to do the same.

"I do believe that we're going to have lots more modeling sessions, you know how I really need the practice." Sheila told her and then she heard Caroline let out a little giggle.

"No one else will ever see them right," Caroline asked tensing a little.

"There just for us baby, in a file just for us," Sheila said to reassure her.

"I knew that but I had to..." Caroline said but Sheila stopped her with a kiss.

"I understand and I don't blame you for asking I would have too," Sheila said giving her a tight squeeze.

Again Sheila woke up alone in the bed and after stretching out in the bed to allow herself to wake fully, she slipped out of bed going to the bathroom to take a shower and get her day started. When she came out, she went to her suitcase only to find it empty. She had to smile knowing that Caroline had unpacked her bag while she slept. She opened a couple of the dresser drawers to find her panties and bras in one drawer and she opened several of the other drawers to find her things mixed in with Caroline's clothes. She pulled out a clean bra and panties putting them on before going to the closet to find a sweater top and a pair of jeans to wear. She put them on and then went out to find her industrious friend.

"Do you always get up early?" Sheila asked as she entered the living room finding Caroline at her desk working on her computer.

"Nanny Kay always told me that the early bird gets the worm," Caroline told her giving her a grin.

"You know worms aren't very tasty, in fact that taste like shit," Sheila countered.

"You know that from experience?" Caroline asked grinning as she turned back to her computer.

"Touch‚," Sheila said with a laugh.

"There's some breakfast in the microwave, just warm, it up," Caroline called back over her shoulder.

Sheila finished her classes early, so she headed on back to Caroline's suite. It felt funny entering the suite without Caroline leading the way, talking her ear off. She went on in, first going to the bathroom before shedding her jeans and putting on a pair of sweatpants. She set up her laptop on the kitchen table and she began to work on her homework wanting to get it done so that she's have the weekend free.

It was almost six before she heard Caroline come through the door. Before Sheila could even greet her, Caroline told her, "We're going out to dinner tonight, hope you're hungry because I am."

Sheila laughed, "I am, so where we going? Do I need to get dressed?"

"I don't think there be too many places that would let you in wearing just your birthday suit so yes you need to get dressed." Caroline said while putting her bag down by her desk.

"I meant do I need to dress up or what?" Sheila told a grinning Caroline.

"What you're wearing will be just fine," Caroline said still grinning as she headed for the bathroom.

"So where are we going?" Sheila asked when Caroline returned wearing a sweat shirt and sweat pants, though they were a name brand set while Sheila's was bargain basement.

"I don't know, we'll figure it out once we get going." Caroline replied as she headed toward the door.

Sheila had to hurriedly save her work and get her purse before Caroline ran off and left her. They talked about what they wanted to eat as Caroline pulled out onto the street. They passed by several restaurants with one or the other of them shooting it down before they stopped at a place that serve great chicken wings served by scantily clad waitresses. It was a copycat of the restaurant that was famous for that but their food was just as good and the waitresses were just as cute.

Their waitress was a particularly cute young woman with B cup breasts and a very cute ass that her white shorts barely covered. She was very sweet and Sheila couldn't help but to flirt with her just to see how Caroline would react but she got the real surprise when the waitress flirted back. Sheila could see the frown on Caroline's face though Caroline held her tongue. However it was Caroline who got the last laugh as when the waitress returned to refill their tea and get them more wings to eat, she ignored Sheila and flirted with Caroline, laying it on thick and heavy. This time it was Sheila who was frowning and Caroline grinning at her though she was blushing more than a little. When they left, Sheila noticed that Caroline left her a nice tip.

"That waitress was real nice wasn't she," Caroline said as they left the restaurant.

"She seemed to take a liking to you," Sheila had to say just to egg Caroline on and acting a little jealous though she knew she had no reason to be.

"You know you're the one who started it," Caroline said giving her a grin.

"I know, I wanted to see what she'd do having a woman flirt with her," Sheila said innocently.

"And what I'd do..." Caroline told her.

"Yea that too," Sheila said with a laugh taking Caroline's hand in hers and giving it a squeeze that Caroline returned.

When Caroline got her car back on the street, Sheila reached over taking Caroline's hand, intertwining her fingers with Caroline's. Caroline gave her a shy smile before turning her eyes back toward the road. Caroline took the long way home just driving around the city for a little while. She only took her hand back from Sheila's to make a sharp turn but always putting her hand back out for Sheila to take when the turn was over.

The road trip did finally end when all the tea that they had drank began to put pressure on both of their bladders. Luckily Caroline was already heading in that direction so they made it back to the Caroline's suite before their plight became desperate.

"So what you want to do?" Sheila asked when Caroline returned from the bathroom.

"It doesn't matter to me, what you want to do?" Sheila asked as Caroline came up to the couch where Sheila was sitting.

"I don't know, doesn't matter to me, we can just watch some TV if you like," Sheila said though she was thinking of something else that they could do.

She saw Sheila began to blush and Sheila began to wonder if Caroline was reading her mind, "I know something..." Caroline said as her cheeks became even rosier.

"What's that?" Sheila asked as she saw Caroline was blushing even more and she wondered if she shouldn't just get up and take Caroline to the bedroom.

"Close your eyes," Caroline said... "and keep them closed this time."

Sheila grinned at that last remark, "Okay," she said closing her eyes and keeping them closed for real.

She heard Caroline moving about but she had no idea just what she was doing and that made her curious as hell. Her mind was thinking about all the things that Caroline could come up with but she figured that the best possibility was that Caroline wanted to do another modeling session. While Sheila enjoyed them, she didn't want this to be the way that Caroline used to get aroused but as long as it worked that was fine for the time being.

""Let me help you up but keep your eyes closed," Caroline said as Sheila felt Caroline's knees against her knees.

"Okay," Sheila said putting her arms up and feeling Caroline take them and then helping her up.

Once on her feet, Sheila started to pull Caroline toward her but Caroline slipped away letting go of her hands. She then felt Caroline behind of her as she put her hands on her hips pushing gently. Sheila walked letting Caroline direct her. She hadn't taken too many steps before Caroline stopped her.

"Put your arms up," Caroline told her in a husky tone of voice.

"Why?" Sheila asked.

"Just to it," Caroline whispered into the back of her ear.

"Okay," Sheila said doing so.

She felt Caroline's hands at her hips and the she felt Caroline pulling her sweater top up. Sheila felt a tingle in her pussy knowing that whatever Caroline was up to, it was going to lead to lovemaking. Once her top was off she felt Caroline's hands at the back of her bra, unhooking it. Sheila went ahead and pulled it off helping Caroline out. She next felt Caroline's hands back at her hips, this time pulling both her sweat pants and panties down. Now her pussy was tingling and she felt herself becoming wet in anticipation. She stepped out of her sweatpants and panties and a moment later she felt something at the back of her knees.

"Sit," Caroline instructed.

"What are you doing?" Sheila asked as she sat down on what she thought might be one of the kitchen chairs though it did seem to have a towel or something on it.

Caroline didn't answer, just letting her sit there. Again she heard Caroline moving, this time in front of her. She felt Caroline's hands on her knees and Sheila naturally opened them but then Caroline's hands left her knees. Now she was really curious as to what Caroline was doing as she felt the chair she was sitting being pulled forward so she raised up a little to help Caroline pull the chair forward for whatever Caroline was up to. When she brought her arms up, they hit something so she brought her hands back feeling her way to find that she was probably sitting at the kitchen table. The seconds seem to tick like they were hours as Caroline didn't say anything and she couldn't feel or hear her.

Finally Caroline said from somewhere under the table, "Okay you can open your eyes."

Sheila opened her eyes to find that there wasn't a light on in the whole suite, except for the light coming from her laptop. She had to blink her eyes a couple of time to get them to focus in on the picture that was on the laptop. It was the first picture that she had taken of Caroline the previous night in her new shorts outfit. She felt her pussy twitch just anticipating what the photos would be showing her.

End of Part Five.

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