Carol

Note: Thanks to all my readers and your feedback on Carol: Chapter 1. I had no idea I would get as many responses as I did. I read every word you had to say and tried to incorporate some of your suggestions into Chapter 2.

Happy Reading!

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He tossed and turned on the couch, but despite closing his eyes, all he could see was her. He pictured Carol, the first woman he had ever made love to, lying in her bed just down the hall.

Jon opened his eyes and gazed at the plastic wall clock which hung on the wall. 2:45 in the morning. It had only been an hour and a half since she had let him fuck her in the bathtub, but was the longest hour and a half Jon had ever experienced. For a moment, he wondered if he had ADD, but he quickly erased the notion. Carol was not only a beautiful woman, but she was the mother of his best friend who was asleep on the next couch! No, it was nervous sexual excitement which Jon now felt coursing through his body, and the feeling could no longer hold him on the couch.

Jon sat up, rolled his head from one side to the other and careful not to make a sound, stood up and began to walk towards the hall. After each step, he paused, his muscles tightening, as if he were a stealthy ninja, breaking into someone's house.

But Mark never moved, never tossed. Jon and Carol and been extremely loud in the bathtub; so loud that Jon was worried the rest of the house would wake. But they had not, and Jon was happy that Carol had not held back her siren calls of ecstasy. Her notes were the sweetest sounds he had ever heard.

When he reached the door to her bedroom, Jon stopped, his heart jumping from a jog to a sprint. What am I doing? he thought. Twice in one night? She never invited me into her bedroom. But soon he was opening her door a crack, like some kind of Edgar Allen Poe character, spying inside the room. He squinted into the darkness, letting his eyes adjust. The pale blue moonlight shone through the shades of two windows, illuminating the bed ever so slightly. Jon held his breath and heard the soft sounds of her breathing.

Silently, he entered her room.

It sickened him to know that the bed was not Carol's alone, but was sometimes shared with alcoholic husband from the bottom of the barrel. But he chased all images of her husband from his head. Tonight it was Carol's bed alone that he was now standing next to.

Mark's mother lay on her side, facing away from Jon, in the center of the bed, as if content to have it all to herself. Jon quickly undressed and pulling back the only cover, slipped into the bed behind Carol.

She felt his presence immediately and murmured something in her sleep. Jon could feel her still damp hair against his chin, and he gently began to move his right hand down her smooth back. She wore a silky white negligee, and his hand soon made its way beneath it, caressing her on the small of her back and over her ass with his palm and fingers.

This was the first time Jon had gotten a good look at Carol's ass, and the sight of it made his cock begin to twitch and grow. He had looked at many asses over the years; in tight little shorts, bikinis, jeans, and business suits. Though never naked, he could easily categorize them into three groups.

The first group consisted of the tiny asses. They normally belonged to girls who were still maturing, or women who ate so little, their asses never grew. These butts resembled two little biscuits, and Jon knew many guys who preferred this type of ass. But not Jon. He felt they might as well belong to a twelve year old boy.

Group number two was probably the largest group. These asses resembled an upside-down heart, and most women over thirty had them. He admired them a great deal, but they were quite common.

But group number three was the least common, and it was of this group, that Carol's ass belonged to. The best way Jon could describe this group was if you took an ass in group two and flipped it upside down, so that the top of the ass curved outwards. He had only known one other woman with a "group three ass", and it was a girl he much admired from school. When standing, she almost looked like half a horse, her ass cheeks sticking out but not grotesquely. When Laurie stood in line at the cafeteria, he would admire her ass, thinking of the women in paintings by George Serat that he had seen in his Art History class. The women in those paintings had tiny waists and dresses that stuck out in the back as they stood with their parasols along the banks of the Seine.

"You mean a booty?" Mark had asked when Jon mentioned Laurie's bum.

"No. I know what a booty is, and its not a booty." Jon assured him.

Now Jon was petting the ass of Mark's mother. The kinkiness and irony of it all made him even stiffer, and Carol began to moan as she felt his cock touch her ass.

"Mmmm." Carol moaned. "Jon? Is that you?"

"Yes." Jon whispered in her ear.

"I was asleep," she said and yawned, and stretched her arms above her head like a cat.

"I'm sorry." Jon replied. "I couldn't sleep." He paused then added: "Can I sleep here?"

Carol rolled over and gazed at him with half shut eyes. Jon could only make out the lines of her face in the dark, but her large eyes glowed from the moonlight.

"Didn't you get enough of me?" she asked softly.

Jon shook his head and the two of them were silent for a minute. Then Carol reached a hand to his cheek.

"I was hoping you'd come back. I was lying in bed thinking of you before I fell asleep."

"Really?"

"Yes, but Jon, its so wrong, you and I. I'm your best friend's mother! I mean, my God Jon, you're my son's age!"

Carol's voice grew higher in pitch, as if what they had done in the bathtub had just dawned on her.

"Please Jon. You must go back to the living room now and forget this ever happened. I'm a married woman. If my husband every found out, he'd kill us both!"

Jon thought for a moment. Carol was right. Was this woman worth loosing his life for? He felt her skin against his member, smelled the aroma of shampoo in her hair and sex between her legs, saw the glowing outline of her gorgeous breasts and suckable lips, pouting in an expression of need.

Yes, he came to the conclusion. She was worth everything.

Without saying another word, Jon threw the cover over his head and Carol suddenly felt his kisses on her tummy.

"Jon! Please don't!"

But Jon did not stop. Soon she felt his hot breath between her legs; felt his hands on her thighs, forcing her legs apart, and she obliged. She wanted him despite her guilty conscience.

Jon's tongue darted over the outer lips of her pussy and Carol shuddered at the sensation. Then she felt his whole mouth covering her quivering slit as Jon began to caress her with his tongue. He slid it down and up, occasionally darting it inside much to Carol's delight, as her swatch of curly pubic hair tickled his nose.

"Ohhhh Jon. Please don't stop. It feels so good."

Jon was not about to stop. At first he was worried that he would taste his own cum, after filling Carol's pussy with his hot loud only two hours ago. But by this point, he was so excited to be sloppily eating her out, that he didn't much care.

Carol combed her fingers through his hair with one hand and began to rub her clit above Jon's tongue with the other, so that she was soon near the edge of cumming.

"Yes! Oh Jon! Please suck my pussy! Eat mommy's pussy baby!"

Her knees buckled and Jon felt her pussy tighten around his tongue as Carol started...

"CUMMING! Oh God I'm CUMMING!"

And then there came the creak of the bedroom door. Jon and Carol both heard it and froze.

"Mommy?" came a little voice. "Is daddy home?"

Carol pulled up the sheet to cover her breasts, and Jon had to shift his feet so that they didn't stick out the end of the bed.

"Um, why, yes sweetie. But daddy's very tired from driving all night. He'll, um, see you in the morning baby."

The little girl rubbed her eyes and turned back towards the hall. "Goodnight Daddy!" she called back over her shoulder.

"Goodnight Lexi!" Jon grumbled from under the sheets. Carol slapped him hard over the head.

When the bedroom door had been shut, Carol scolded him like one of her own children.

"Why did you say something?"

"Because she said 'Goodnight Daddy'."

"But you don't understand Jon," Carol explained. "Their father never says goodnight to them.

Jon held her then, and she clutched him hard against herself as if starved of contact. She cried softly, and Jon kissed each tear from her cheeks. Then they made love again. She spread her long legs for him, wrapping them around his body as he entered her warm, wet, motherly pussy, like melting into warm butter. Jon fucked her slowly as they both wanted it to last and when they had both came and he had collapsed in her arms, they lay awake and talked about Impressionist Art.

By the time Jon walked back to the living room couch, he was dead on his feet. The sun had already begun to break on the horizon, casting long golden beams across the middle of the floor. As soon as his head hit the sofa cushions, he was asleep, his limbs splayed in odd directions.

Jon guessed it had only been an hour before he felt someone tapping him on the shoulder.

"Jon. Get up. I have to go to work." Mark said, already dressed.

Jon sat up, rubbed his eyes and began to dress. He remembered Mark saying something about having to leave early, as his mother's car was not running as it should. Although both 18, neither one had their own wheels. But Mark worked for an auto mechanic shop.

"Why can't you fix Carol's Civic?" Jon asked, unaware that he had just called his friend's mother by her first name.

"You mean my mom's?"

Jon yawned, trying to cover for the mistake. "Sorry, it's early."

"I tried to fix it," Mark continued. "Needs a new fan belt."

As they walked the mile and a half into the center of town, Mark dressed in his greasy overalls, Jon in a Polo shirt and khaki shorts, neither spoke. The cicadas buzzed like high voltage wires around them, the occasional sprinkler clicking and hissing.

Jon let his thoughts travel back a week to their high school graduation. Mark's father had not been present, but Carol was there, sitting in the very first row behind the graduating class, with her other children on either side. Jon remembered that she had smiled at him, but realized that it may have been intended for Mark, who he had sat next to.

She was dressed in a plain brown dress, not unlike the color of her house, with little white flowers stitched into the sleeves. It didn't reveal her figure much, but that excited Jon even more so. He knew that she had a marvelous figure, and as the class president rambled on about life after high school, Jon's mind had been under Carol's brown dress.

"Hey Jon?" Mark said, interrupting his thoughts. They were almost into town now.

"Yeah?"

"Did you hear anything last night?"

"Like what?"

Mark shrugged. "I don't know...sounded like fuckin.'"

Now it was Jon's turn to shrug. "Could Dan have brought a girl home?" he suggested, but knew that Mark's older brother Dan had not been home last night.

"Maybe." Mark said nodding. He paused then added: "But I remember opening my eyes and not seeing you on the couch."

Jon smiled nervously. "Well, I was there dude. You must have been dreamin.'"

"I wonder if my dad came home then." Mark mumbled to himself. When they arrived at the shop, the conversation had ended. He watched as Mark walked into the garage where other mechanics moved about at work: large men with bulging arms and broad shoulders.

Jon began to feel ill. When he had first put the move on Carol, his only worry had been her husband finding out. Now, he felt horrible that his friend Mark had possibly heard him fucking his mother last night...in their own house!

And if Mark found out, Jon thought. What if he told these guys?

A pit bull, chained to the side of the garage began to growl in Jon's direction, as if reading his thoughts. Jon turned, the grungy faces of the other mechanics still etched in his mind. He imagined that they had all probably become like adopted fathers to Mark, in the absence of Mark's real father. If they found out what he had done to the mother, would they hunt him down? Or shrug it off with a "Lucky for him."

.............

June rolled into July, and Jon had not been invited over Mark's again. Had Mark found out? Jon thought. Had Carol told her son?

The answer became clear when Jon rode his bike past the house one afternoon.

The truck was there.

When Jon saw the chassis parked in the tiny driveway like some steel beast, he peddled faster, expecting the man to be staring out the front window with a shotgun, waiting.

But the next day the truck was gone. The family is just a truck stop for him, Jon reminded himself, and the image of only half the vehicle parked in the driveway made Jon think that it was the perfect symbolism for the father: Half the truck, Half the man.

Towards the second week of July, Jon decided that to pass the time before leaving for college, he would sign up for an art class. He would be studying the subject in another month or so, and he had not been actively drawing or painting since graduating. Flipping through the brochure for the local art center, Jon scanned over his options. There was Pottery, Black and White Photography, Intro to Mosaics, Landscapes in Oil, even Basket Weaving. But finally, his eyes rested on a class that caught his interest: Life Drawing.

He had drawn the human figure before, but the models had always been clothed. His art teacher would have his class pair up and draw one another in various poses, but it was an arduous task. First, it was the fact that he was usually paired up someone unattractive, but that didn't bother him as much as having to draw their clothing. He knew that in real life drawing classes, held outside the restrictions of public education, the model, male or female, would be nude. The point being to recreate the human figure; not the folds and wrinkles of Old Navy fashion.

Jon picked up the phone and registered.

The first class was the very next day, and Jon arrived with a large pad of paper in one hand and carrying a box of charcoal sticks and pencils in the other. The art center was located on top of a slight hill overlooking beautiful pastures and farmland, stretching down to the river. He had frequented the center more often as a small child placed in after school arts and craft workshops. But now he was a young man, soon out of his teens, and it was finally time for adult classes. "Nude models". The brochure had read. "Must be 18 and over."

The room was spacious and well lit, with extra lamps pointed in the direction of a small carpeted platform where a cushioned chair and pillows were placed. Jon glanced about the room, and counted but four other students setting up their easels. They all looked to be over fifty, but the smiled when they saw Jon, and stuck up polite conversation.

The teacher, dressed in a multicolored dress and adorned with bead necklaces, brushed her salt and pepper hair back with one hand and welcomed everyone to the class. Then she opened a side door and looked to be speaking with someone.

A few seconds later, the model emerged, wearing a silky robe. Jon could not see her very well, as the teacher stood between them, setting up the pose. But as she finally stepped away, and Jon had finished preparing his paper, he let out a quick gasp when he saw the model.

It was Carol.

She acknowledged him with her eyes, but quickly looked away, and Jon thought that he could see her cheeks flush a shade of pink. The robe had been removed, and she now stood before them, completely naked, at it was the first time Jon had seen her beautiful body in so much light. There had been dull light in the bathroom the evening they had made love, and even less light in her bedroom. Now her body glowed radiantly, her straight brown hair shining. Jon could see every curve, every shape; breasts heaving as she breathed...and he couldn't move.

"Jon is it?" he heard the teacher say. Jon blinked and turned towards the woman.

"Yes?"

"Do you need help getting started? This first pose is only four minutes."

"It is?"

"Yes. We always start with quick poses to do gesture drawings from. Then we'll move up to twenty minute poses, and finally a forty-five minute pose."

"Ok." Jon muttered. "I, um, was just trying to decide if I should move my easel."

The teacher leaned in and looked towards Carol, who could clearly hear the conversation.

"I'd say you have a perfect view from right here," the instructor said, and Jon thought she couldn't have been more right.

The first hour of class felt surreal. His cock would occasionally grow hard in his jeans as his thoughts would wander to fucking the woman who stood naked before him. But then he would shake out of it and get in the zone of his drawing; concentrating on the values of light and shadow, form and composition. It was like he was playing a mental tug of war with his hormones.

Between poses, Carol would slip on her robe and disappear through the door into the next room, and Jon wondered what she must be thinking. But at the very end of class, she put her robe on and stayed in the room to walk from easel to easel and see everyone's work.

When the rest of the class, the instructor and Carol made their way to Jon's picture, he held his breath. Carol saw the drawing and blushed again.

"Jon, this is fine work!" the instructor said proudly. "You really captured her. Why, it's almost as if you knew her."

Jon and Carol looked in opposite directions.

After class, Jon waited until she appeared, wearing jeans and a t-shirt. Everyone else had left.

"Hi," said Jon.

"Hello," Carol replied. She walked up to him and brushed his bangs to one side. "Walk with me?"

The two of them exited through the rear and made their way down the sloping field. It was a warm sunny day, and Jon wondered if Carol was wearing anything beneath her t-shirt and jeans.

When they were a good distance from the art center, Carol grabbed Jon suddenly and kissed him passionately. He returned the gesture, slipping his tongue over hers, his hands sliding down her back.

"Ohh Jon," she purred as they broke their kiss. "That was torture being up there in front of you...holding still for all that time when I wanted you so bad."

"I wanted you too."

"I couldn't believe it when I saw you!"

"How long have you been modeling?"

"This was my second class," Carol explained. "I thought it would be easy money, and that night you and I talked about art reminded me how much I missed being around artists."

"But does this mean you're going to quit now?" Jon asked with the expression of a sad puppy.

Carol smiled, biting her lower lip, then began to pull at jeans Jon was wearing.

"Oh I think class will be much more interesting now, don't you agree?"

They fell to the grass then, tugging at each other's clothing, shielded by very little. They were completely exposed if anyone else decided to take a walk across the meadow, and they could still hear the cars passing by on the road in front of the art center. But this only heightened Jon's excitement. He had masturbated outside in the past, and loved the freedom he felt while doing it. Now his friend's mother was pulling down his jeans and lowering her head over his throbbing cock. This time, his hands were free to play with a woman's hair instead of stroking himself. Now, the hand was replaced by a loving, wet, sucking mouth, and his eyelids fluttered as he felt Carol slide him in and out of her mouth, flicking her tongue over the tip of his head then back down again.

"I'm getting you ready you know," she said looking up at him with a smile.