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French Lessons Part 2

I followed Carol down a flight of carpeted stairs to the den below. I was feeling giddy and nervous when lights suddenly came on in front of me. As I reached the bottom step I took in a conventional recreation room that had been nicely converted into an artist’s studio. A couple of easels were placed around a center area where I presumed my posing would be done. There, an intriguing looking half-couch upholstered in dark blue satin-like fabric caught my eye, nestled as it was around a red brick hearth and fireplace. A variety of indoor plants added a very warm touch to the area, as did some rosy colored light that beamed down from ceiling tracks above.

“This is where I work,” Carol told me waving an arm around the room. “There is a bathroom through that doorway,” she said pointing, “You can, uh, undress there. There is also a robe you can bring.” She was nervous and I found it so sweet.

I briefly touched Carol’s arm before I turned and walked into the bathroom. I saw her blush then move away to pick up a sketchpad lying nearby as I entered the bathroom. I quickly removed my clothes then looked at myself in the medicine cabinet mirror. My dark brown hair was cut short and framed what I could now see was a pretty face, and one long divested of its child-like roundness. My cheekbones now stood out a bit and set off my blue eyes nicely, I thought. I looked at my breasts and saw them too as beautiful. They stood round and firm
with small coral colored nipples that were already getting quite erect. Not bad, I thought, not too bad.
Turning away from the mirror I grabbed a light blue terry cloth robe from the back of the door and put in on, not bothering to tie it up. Here goes, I thought and stepped out of the bathroom and into the hall. After a few steps I emerged again in Carol’s studio.

Carol was seated on a stool near the chaise lounge with a sketchpad in her hands and a tray of drawing materials beside her. Her legs were stretched out and still looked scrumptious. She looked up as I entered.

“Come here then, Star,” she said waving me to the dark blue couch. “L-let me take your robe,” she stuttered as I came to stand before her. I reached up, opened the robe, and looked into Carol’s eyes as she caught sight of me.

“Mon Dieu!” she exclaimed, “You are beautiful my pet!” A look of astonishment was on her face as she eyed me up and down. She lingered awhile on my breasts and I could see her struggling not to reach out and touch them. Then her eyes moved down to my neatly trimmed dark furred pussy and, I swear to God, licked her lips. I could feel my own juices flowing now too.

I blushed. “Thank you,” I said sincerely. She took my robe and placed it on the stairs. I felt a waft of cool air against my naked body as my robe was removed. As she turned back I could see her nipples full and erect beneath her blouse and noticed that even her pupils were dilated in excitement. “Now it’s your turn,” I said to her boldly, “I want to see you too!”

Carol put a hand to her chest suddenly as if taken aback. “You do?” she said in amazement.

“Yes, I do.” I stepped towards her to reach for the buttons on her blouse but she caught my hands then moved into me and we kissed. Her mouth was warm and sweet as she touched her lips to mine. Her tongue probed itself urgently into my mouth and I moaned with the shear force of the erotic charge that shot through me when our mouths came together. We seemed to melt into each other.

At last Carol backed away, this time with a big happy, self confident smile on her face. She began to undo her top and I stood in awe watching her breasts as they were more fully revealed. Tossing off the blouse she quickly unzipped her skirt and let it fall. Reaching behind her she unfastened her white lacy bra and shrugged herself free of it. Ooo la la!

Carol’s breasts were big and firm. They stood out proudly from her trim body and were topped by two large pink nipples that invited every conceivable kind of attention. My mouth literally watered at the sight. She next removed her tights that left her completely naked. She stood up and struck a sexy pose for me.

“You like?” she said with a coquettish little smile.

“Oh, Carol!” I exclaimed, “You’re gorgeous!” She was more than that. She was almost perfect. She had creamy smooth skin with not a single blemish or stretch mark. Her bush was black and thick but neatly trimmed. I could just make out the folds of her labia and see that she was very wet. Her butt was small and sexy and crowned a magnificent pair of legs.

We came together then and she enfolded me in her arms as we resumed our kiss. The feel of her soft full breasts against my own was magical. My hand wandered down her soft skin then moved up to cup one. I felt the hard stub of her nipple against my palm as I caressed and squeezed it, marveling in its fullness.

We pulled apart as Carol reached out with both her hands to play with my breasts. “Your titties are so beautiful,” she purred at me. She cupped them then slowly and rhythmically squeezed them, stopping to pinch my hard little nipples and roll them in her long, slender fingers. I reciprocated and felt her shudder as I pressed into her breast flesh with my hands.

“Over here,” Carol whispered to me, “On the couch,” she directed. We sat beside each other. Then she gently pushed me back until my head rested on the low arm.

Kneeling on the floor Carol embraced and kissed me as I lay there spread out for her. Again our tongues twisted and fought each other as her hand stroked round and round my breasts then began moving lower. Her lips moved too, down my throat to capture a hard nipple that she began licking and sucking into her mouth. Oh my God! I thought, It’s happening! Bolts of pleasure surged through me at her every touch and movement on my body.

I was in agony waiting for her hand to finally reach my sizzling hot pussy. She briefly played with my belly button until I finally felt her fingers entangling themselves in my dark pussy fur. Her mouth remained glued to my right nipple.

“Oh God Carol!” I cried out “Play with me please! I am SO hot right now!” She opened her eyes then raised her head from my breast and smiled down at me with a look of complete adoration on her face.

“I want you to come for me,” she whispered as her middle finger plunged between my pussy lips and began to stroke me, “Yes baby, come for me, come for Carol” she repeated as she found my engorged clit and began to rub it in round hard circles.

I was in ecstasy as her finger rapidly stroked my turgid little clit. I felt my orgasm fast approaching as Carol worked away at me, frigging me so dexterously. I opened my eyes and saw her watching her fingers at work then she turned her head to look at me. Her mouth hung open while her eyes had that faraway glazed look of lust I was so used to seeing on Anna’s face. Then my orgasm hit.

“Oh my GAWWD!” I screamed as my back arched off the couch and wave after wave of sexual bliss swept through me. Carol’s hand remained busy between my legs as my orgasm peaked and a second one started, just when I thought I was finished! I clasped Carol’s hand to my pussy and rode out the massive erotic convulsions of my second come, finally settling slowly back down to a state of rapturous langour.

I lay on the couch spent and wonderfully exhausted. One arm was across my forehead and the other trailed on the floor, as did one of my legs. Carol leaned over to hug me tightly and quietly murmured little endearments in my ear. She made me feel so wanted and so cherished in those moments. I simply surrendered to her embrace. Then she pulled away from me.


“Don’t move!” she ordered, “I’ll be right back.” With that she hurried across the room to retrieve something. She returned with a Polaroid camera, stood near the foot of the couch and snapped a picture of me. Two more shots followed from different angles until she seemed satisfied and set the films out to develop. I didn’t care. I had discovered Nirvana and lay there letting my body and mind go off wherever they wanted.

After peeling off the emulsion paper from each picture Carol sat down on the couch edge to show them to me. I was amazed, thunderstruck and awed at the sight of myself lying naked in a pose that in every way betrayed what had just happened to me. Another self-discovery, this time acknowledging my sexual nature. Those pictures of me even turned ME on. I realized that I was desirable.

Carol was going to use one of these photographs to work from as she sketched me. I suggested she call the finished work ‘Freshly Fucked’ because in every way that’s how I looked. She nearly agreed!

Carol and I sat naked, side by side looking at my pictures and we both agreed. The second shot was perfect. Carol put the photos down and turned towards me.

“”Let’s go to my bedroom,” she said softly, looking me straight in the eye, “I have a lot of other lessons to teach you,” she smiled at me. I couldn’t wait. We gathered up our clothes and headed back upstairs eventually reaching Carol’s room on the main floor.

We sank down together on Carol’s big king sized bed and felt the coolness of her violet blue satin douvet cover against our skin. Then we embraced lying down and kissed each other deeply and passionately. My hand slid smoothly down her back until I was able to cup her tight little ass cheek in my palm. I used it to push her into my thigh as I slipped my leg between hers. Then I rolled over and landed on top of her, trapping her beneath my body. I inserted myself between her legs then looked down at her face, which suddenly took on an anxious caste.

“Is – is there something wrong?” I asked her in some dismay.
“No, no,” she replied, “It is that you are so young, the same age as my daughter. I am therefor thinking of what your mother would feel about this if she knew.”

I laughed because my mother had long ago accepted my relationship with Anna and doubtless would highly approve of Carol as a friend and neighbor, or as a lover for her daughter. At least I think so. I told this to Carol.

“Your mother sounds very special,” she said.

“She is, and I think you and her would make great friends, but don’t worry,” I said “I’m not going to tell anyone but Anna because she already approves of us!”

I giggled, then explained to her the conversation I’d had earlier in the day with Anna. For a moment Carol pretended to be shocked but then broke into a big smile.

“It’s true,” Carol said. “From the moment I saw you in the doorway with that lovely face and body I wanted you. And I could tell you wanted me back, because your eyes were all over my titties, “ she laughed.

“I want more than my eyes all over them,” I told her as I squeezed each breast together and suckled alternately on each big hard nipple.

“Oh yes, baby. Suck on them nicely. Suck my titties hard! They are so sensitive…” her voice trailed off and her eyes closed as I squeezed her soft globes together. I continued to lick and suck Carol’s gorgeous big nipples, adding little bites and nips as I did with Anna. Her hips began to buck against my pelvis as I used my mouth relentlessly on her lush warm mammaries.

I could feel her pussy juices smearing on my thigh as I shoved my leg between hers. She began a rocking, rolling, fucking rhythm that I matched with my own pussy hard pressed against her leg. Our hips bucked and rolled as I took harder sucks and longer bites on her nipples. She responded with a throaty moan that began to turn into a wail.

Carol was coming against my thigh, grinding her cunt into my leg faster and faster as I strove to keep up to her. My own climax was rapidly approaching. Both of us were smeared with each other’s hot wet juices that poured out from us in little rivers it seemed. The feeling was indescribably sensual. My hard little clit was riding hard on Carol’s thigh as her own slipped and slid along my leg in fast little pumps.

I felt Carol start to shudder then let loose with a silent scream that finally broke harshly into hearing range. Her hips were pressed tight against me as she gripped my ass tight with both hands as if I might somehow slip and slide away from her at this crucial moment.

“Oh God baby!” she cried “Oh God! I’m coming so hard baby! Come with me honey! fuck me harder!” she wailed as an enormous convulsive wave passed through her body, nearly throwing me from on top of her. Then my own climax hit.

My orgasm came from the depths of my soul and kept relentlessly rolling through me as I heard myself actually sobbing in pleasure. Carol gripped me tight and held me close as each wave of lush heat pulsed out of my groin and flooded through my body. She continued to hold me, then to rock me gently, all the while whispering “Oh yes baby, yes! You are so sweet. Thank you so much baby!” into my ear as my tremors ceased and full reality gently returned.

I slowly raised my head, gazed into Carol’s big warm brown eyes beneath me and saw the little tears she had cried as we climaxed together. She slowly brought her lips up to mine and kissed me lightly, then licked my lips gently with her tongue.

We slowly untangled ourselves then lay facing each other on top of Carol’s enormous bed. A light draft from an open window cooled us. I could have stayed like that forever, I thought, gazing deeply into this wonderful woman’s face, feeling her love for me flow so freely between us then mingle with my own to become “us”.

* * *

Carol is now retired but we continue to see each other regularly as we have since our first experience together. She remains, next to Anna and Aaron, my dearest friend, as does her daughter Terry. Carol became a great teacher to me in many more things than French, but that must wait for future chapters.

Your critiques and comments are most welcome.





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