Chatting With Carol Ch 02

This is the second chapter of a story which began after meeting Carol in a Literotica Chat room. Thanks to LB for editing and suggestions about what happens in changing rooms at Victoria's Secrets! I never knew!

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I met Carol online chatting in a Literotica Chatroom. During the chat we realized we lived fairly close to each other. After a few weeks of chatting, we decided to meet each other at least for a coffee and neither of us had committed to anything more although our meeting ended with oral sex during a matinee showing of a movie at a nearly empty mega-theater. The story ended with me not knowing whether I would ever see Carol again.

Leaving the theater that day, I passed by the Victoria's Secret and saw Carol talking with a clerk and they had several pieces of lingerie spread on the counter. I could not risk walking into the store and someone spotting us, so I passed by without trying to speak to Carol or let on that I even saw her or recognized her. Walking through the mall I started seeing girls that could have easily passed as Carol's daughter based on her description at least!

Not wanting to scare Carol away, I headed for my car and hoped this mysterious lady would reappear online. Reaching into my pocket for my car keys I felt a piece of paper that I did not remember being in my pocket before. Pulling it out along with my keys there in a delicate feminine script was her name and a telephone number. "If you are free next week, same time, same place. If you cannot meet text me with a message, please do not call. I won't answer."

When did she find the opportunity to slip a note into my pocket? I did not really care, my question was answered. I was going to see Carol again.

The week could not pass any slower, but finally, it was the day to head to the mall again. Thinking of her on my drive over I began thinking of seeing her in the lingerie store wondering if she had bought anything. Was she going to break out of the "soccer mom" role?

Walking up to the Starbucks, she was already sitting at a table. Though her hair was fixed the same I noticed a little more makeup - a brighter shade or red lipstick, a skirt instead of jeans, however still conservative and heels...

Bending to give her a little kiss I whispered to her "Thanks for the note, I didn't know if I would ever see you again..."

Looking at me as I sat down she said, "I think we've started down a trail too late to turn back..."

Over our coffee we talked about our weeks, she talked about spotting some of the same girls I saw the week before... She held on to the idea of playing with her daughter.

Taking Carol's hand, we began walking around the mall and she led me into the Victoria's Secret where I saw her the previous week. I asked her if she bought anything last week. Giggling like a high school girl, she told me that I would have to find out on my own!

Walking around she coyly fingered and played with several different pieces of lingerie before selecting a couple of pieces. I was surprised to see the same girl she was talking to last week working behind the counter.

"We are going to try these on, is that ok?" Carol stressed the "we" when she spoke to the clerk and sheepishly we headed to the back of the store where the changing rooms were located.

Closing and locking the door behind us Carol moved towards me with her arms open; a black silky negligee in one hand and a bustier in the other. She wrapped her arms around me!

I started to say something, and she put her finger to her lips to susshhh me... "Be quiet, there may be someone in the next booth..." We kissed, and my hands went first to her skirt. Fumbling with the button, it dropped to the floor. She pulled her top over her head and, in just seconds, she was standing in what appeared to be last week's purchases and her heels!

Carol had purchased a matching bra and panty set. The panties were black silk with a lace waistband, the legs cut high in what I think is called a French cut. The bra, also in black was a mixture of lace and silk panels to support her firm breasts.

I wanted one thing: To lick this wonderful lady while she leaned back against the wall. She pushed her pussy towards me. Although in chatting she told me she was natural with a little trim she now had fully trimmed herself to a landing strip of dark hair leading to her pussy.

Kneeling, I grabbed her ass and placed my mouth on her clit and began licking Carol while she pulled my head tighter to her crotch. Hearing her occasionally moan I tried to keep as quiet as possible, hoping not to be caught by another customer or the clerk, although I think that was really the last thing on our minds. The more I licked, Carol produced even more pussy juice and I could feel her juices covering my face! I was enjoying her flavor and the amount of juices she was producing, and I began to wonder if she would squirt if I kept licking hoping to find out soon!

Carol's pussy was getting wetter with each stroke of my tongue or bite on her clit. I noticed her breath quickening, wondering how quiet she could be when she orgasmed.

Carol pulled my head and I stood up to have Carol licking her juices from my face and she turned so that she was facing the wall and, steadying herself with her outstretched arms, whispered... "Baby fuck me."

Coming from behind her, her back was arched, and ass and pussy were ready for me! Her pussy was ready. My cock slid easily into her tight pussy and it clamped down on my cock. We picked up the natural rhythm of our bodies and moved together as we fucked. I reached around her body so that I could cup her breast in my hands and pull at her small nipples, not thinking that pulling them may make her yell or make some other noise that would attract attention. This was my first time fucking in a changing booth.

I could feel the cum rising in my cock. I did not want to cum yet, so I pulled my cock from her and sat on the small seat in the changing room and invited her to sit on me and take a ride; letting her take control of when she orgasmed.

It did not take long, and she was biting her arm to stay quiet! I let go of the cum and shot the load that had been building in my balls deep into her pussy. Just as Carol let out a light cry that she was cumming, there was a slight knock on the door and we heard the pass key in the lock. There stood the clerk that had helped Carol earlier, standing with her eyes wide open and stammering an "Excuse me." while she did not try to leave and watched us in throes of our orgasms.

Carol looked at her and in a raspy whisper said, "We will be done in a minute! "

Carol turned to face me, and she kissed me deeply with her tongue flying past my lips. Holding her she whispered into my ear, "We better go now." She moved off me and began dressing but hesitated and placed the black silky bikini panties she had started the day with into my jacket pocket.

Leaving the dressing room, we passed another lady that could be described as a "soccer mom" with a few risqué items over her arm! Carol whispered to me, "I wonder if she will notice the aroma of sex in the room!"

Walking from the store she handed the clerk the two pieces of lingerie and so nonchalantly said, "We will take these." I passed the clerk a crisp C-Note and we were on our way.

Leaving the store, Carol looked to me. "See you next week?"