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Message-ID: <62290asstr$1344888601@assm.asstr-mirror.org>
From: Ann Douglas <ann_douglas@hotmail.com>
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Subject: {ASSM} AnnD"Midnight On The Road To Nowhere" FF -  (1/1)
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Date: Mon, 13 Aug 2012 16:10:01 -0400
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Newsgroups: alt.sex.stories.moderated,alt.sex.stories
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   Midnight On The Road To Nowhere

   by Ann Douglas

   (ann_douglas@hotmail.com)



   It was already past ten on a quiet Tuesday night when the small bell
that hung on the back of the office door rang, causing Carolyn Hendricks to
took up from the textbook she'd been reading.  The short haired brunette's
first thought on hearing the sound was that her relief had come in extra
early tonight.  That notion instantly faded, however, when she saw the
tall, caramel-skinned woman coming in from the rain.  Carolyn didn't need
to wonder long what had brought the unexpected arrival to the ass end of
nowhere; the first words out of her mouth were explanation enough.

   "Lousy, fucking rental car," the woman said, just loud enough to carry
across the room.

   The woman, who Carolyn judged to be in her late thirties, pulled back
the hood of her bright yellow raincoat, revealing a short afro cut, the
length of which couldn't have been more than an eight of an inch.  The
stylish suit that became visible once the rest of her raingear came off
marked her, in the twenty-three year old's mind, as a businesswoman, which
explained the second part of what she was doing way out here.

   "Can I help you?" Carolyn asked in her most helpful tone as the woman
approached the desk.

   "You can if you have a room available," said the woman, who then
introduced herself as Theresa Whitfield.

   "Oh, I'm sure that we can find something for you," Carolyn said, trying
not to smile too hard at her inside joke.

   Tonight, as on most weeknights, nineteen of the twenty units at the
Shady Rest were empty.  The only time the fifty year old motel was ever
full was on the weekend when it became a haven for high school students
from any of the three towns within an hour's drive.  Few stayed the night,
though, preferring to take advantage of the hourly short stay rates that
had originally been created to cover business meetings.  What business most
of the teenagers had to conduct usually took less than an hour, sometimes
as little as half that.  It had once, only half jokingly, been suggested
that a plaque should be put up in the office commemorating the fact that
more virginities had probably been lost at the Shady Rest than any other
motel in the state.

   "As you probably heard me say a lot louder than I intended to," Theresa
said, "I've had a bit of car trouble tonight.  I was on my way to Kingston
when that piece of crap the rental agency saddled me with began to give
out. As it was, I just about made it here before it totally died.  I had to
leave it about a quarter mile up the road.  If I hadn't noticed your
billboard back there, I probably would've been spending the night in it."

   "Were you able to call the rental agency?" Carolyn asked as she glanced
at the countertop phone, knowing that cellular service in this area was
spotty at times, especially in bad weather.

   "Oh yes, the nice young man, who was warm and dry in some office
somewhere, was ever so helpful," Theresa said with sarcasm in her tone. 
"He apologized for my predicament and said that they'd be more than happy
to get a replacement vehicle right out to me - first thing in the morning."

   "Well, at least we can give you a warm, dry place to spend the night,"
Carolyn offered in sympathy as she glanced back over her shoulder at the
row of keys hanging on the wall.  "I think room 12 would be best," she said
as she lifted that key off the hook, "it has the most comfortable bed in
the place.  It's the first room at the top of the stairs."

   "Thank you; I could use a good night's sleep," Theresa replied as she
signed her name to the register that Carolyn had set out in front of her,
handing over her credit card as the same time.  "Is it too much to hope for
that you have cable?" the businesswoman asked as she lifted her pen from
the old book, remembering that she hadn't seen any mention of such on the
roadside advertisement.

   "I'm afraid so," Carolyn apologized.  "The satellite dish broke a few
years back and the owner never really thought it worth fixing.  Few of our
guests really spend much time watching TV."

   "I get it," Theresa said with a knowing smile as she took back her card.
"I guess I wouldn't be wrong in assuming that they aren't big on eating
either, would I?  I was trying to make up for lost time and never stopped
for dinner."

   "There are snack and soda machines a few doors down," Carolyn answered,
"but they usually only fill those up just before the weekend so I'm not
sure how much of a selection they'd have right now."

   "This is really turning into my night," Theresa sighed as she accepted
the key to her room.

   "I know we have some bread and cold cuts in the office fridge," Carolyn
said when she saw the look of disappointment on the older woman's face.  "I
could make up a couple of sandwiches and coffee for you if you like.  That
is, if you don't mind ham and cheese, because I think that's all that's
left."

   "Honey, right now I'd even settle for peanut butter and jelly," Theresa
laughed.

   -=-=-=-=

   Fifteen minutes later, Carolyn knocked on the door to the second floor
room she had given Theresa the key to.  Aside from the new bed, she'd
picked this particular room because it was as far away as you could get
from the motel's only other guest, Johnny O'Rourke.

   An old friend of the owners, Johnny had become a regular visitor to the
Shady Rest these past few years, spending a few nights here every month or
so whenever he'd had a fight with Doris, his bride of twenty-two years. 
Lately, it seemed those fights were coming a bit more often, primarily due
to Johnny's propensity to hit on anything in a skirt.  Over the last year,
Carolyn herself had twice been propositioned by the forty-two year old
mechanic before he finally got it into his head that she wasn't interested.

   The door to room 12 opened in response to her knock, and as Carolyn
stepped inside, carrying a dinner tray with the sandwiches and coffee, she
saw that Theresa had wasted no time in getting out of her wet clothes.  The
business suit, which could be seen hanging on the shower rod, had been
replaced by a simple flowered nightshirt.  The knee high outfit hugged the
contours of the large breasts beneath it, the dark, palm-sized areola of
each visible through the thin material.

   "Definitely a good idea that I put as much distance as possible between
Johnny and those," Carolyn thought as she put the tray down on the small
table by the window.

   "Can I get you anything else?" Carolyn asked as she turned to leave.

   "You are a dear for going to this much trouble already," Theresa said
with a grateful smile, "but do you think you might share a cup of coffee
with me?  I could use a little conversation after having no one to talk to
but the car radio these the last few hours."

   Carolyn knew she really wasn't supposed to leave the office unattended,
but decided that staying just long enough for a cup of coffee couldn't
hurt. She had after all, locked the office door behind her, and in the
highly unlikely possibility of another guest she would certainly hear the
car pull in.  Besides, after staring at her textbook for the last few
hours, she could use a little conversation as well.

   "I guess I could stay a few minutes," Carolyn said with a smile.

   "Great," Theresa replied as she stepped over to the table and picked up
one of the sandwiches, taking an appreciative bite.

   Carolyn, meanwhile, took two Styrofoam cups off the short stack she had
brought with her and proceeded to fill both from the carafe.  She motioned
to the small pitcher of cream and the sugar packets alongside, but Theresa
waved her hand to dismiss them, saying she preferred it black.  Carolyn
handed the first cup to the older woman, and then poured a small measure of
cream into her own.

   "Oh, this is good," Theresa said after taking a small sip.  "You don't
how much you appreciate a decent cup of coffee until you spend a few weeks
eating at roadside diners."

   Carolyn took a sip of her own coffee and thought that it tasted the same
to her as it always did, good but nothing special.  Then again, she didn't
eat at roadside diners much.

   "So what is it that you do around here," Theresa asked, "other than
rescue weary travelers?"

   "A little bit of everything," Carolyn replied.  "I'm the night manager
five nights a week, plus I take classes at the State University during the
day."

   "Oh yes, I noticed the textbook on the counter when I came in," Theresa
remarked as she took another bite of the sandwich.  "What are you
studying?"

   "Business accounting," Carolyn answered.  "Among other things, I'm the
unofficial bookkeeper here, not that it takes up too much of my time."

   "I did notice a certain lack of activity around the place," Theresa
commented.

   "Well, you should be here on a weekend," Carolyn replied, "although on
second thought, you probably wouldn't want to be."

   "Wild teenage parties?" Theresa inquired.

   "Something like that," Carolyn smiled.



   "There was a place not much different from this near where I went to
high school," the black woman said.  "It was usually empty five nights a
week, then overflowing with students on the weekends.  From a business
perspective, it really should've just closed on weeknights, but to do so
would've been to admit that it had turned into that sort of motel."

   Carolyn grinned.  That sentiment had been one she'd heard echoed by the
owner of the Shady Rest.  That was one of the reasons he gave Johnny
O'Rourke such a discount rate, because, as long as at least one room was
occupied, it wasn't, in his mind, that kind of place.

   "I'm told that when it first opened, this place was quite popular with
both truckers and tourists," Carolyn said as she sipped her coffee, "but
that all changed when they closed the Interstate exit back in the late 70s.
Now they all go to Batesville, and all we get is the local traffic, and
there's little of that, I can tell you."

   Theresa nodded her head in understanding as she finished one half of a
sandwich and reached for the other.

   "So what do you do?" the younger woman asked.

   "I'm a field representative for Empire Services," Carolyn said as she
sat down on the edge of the bed.  "We supply just about everything a hotel
might need, from linens to kitchenware.  I'm sort of a troubleshooter, and
my job is to visit every client at least once a month and iron out any
distribution problems."

   "We just go over to the warehouse store in Dawson for supplies," Carolyn
said, feeling as if she needed to apologize.

   "Most small places do," Theresa smiled.

   "Do you like it?" Carolyn asked out of curiosity.

   "It's not a bad job," Theresa replied, "but with a client base that
covers most of the state, I sometimes spend three out of four weeks a month
on the road."

   "Wow, that must be rough," the brunette said.

   "It can be," Theresa said in almost a sigh.  "A real home life is pretty
much impossible, and forget about even having a social life."

   "I can imagine," Carolyn said.

   "You must have a pretty hectic schedule yourself," Theresa said as she
finished off the second half of her sandwich, "what with school and working
here."

   "Yeah, it can get a bit out of hand, sometimes," Carolyn agreed.

   "No boyfriend?" Theresa asked.

   The night manager shook her head no.

   "Girlfriend?" Theresa asked, watching carefully to see how Carolyn
responded to the question.

   "Not in that sense," she answered after a moment's consideration.

   "I hope you weren't offended by the question," Theresa said, "but
nowadays it seems to have become a more common possibility."

   "I wasn't offended," Carolyn said.

   "Good," Theresa smiled.

   A small pause filled the air as they both finished off their coffees.

   "Sometimes, though, it can get a bit lonely," Theresa said, her tone
such that it made Carolyn wonder if she was still speaking to her or just
thinking out loud, "living our lives like we do."

   Still unsure if she expected an answer, Carolyn just let her continue.

   "Over the years, I've learned that, with lives like ours, you sometimes
have to take what pleasures you can, when you can," the businesswoman went
on, "with whom you can."

   Carolyn found she didn't disagree with her observation, remembering a
few guys she'd fucked just because she'd hadn't gotten laid in a long time.
Guys who, under normal circumstances, would've had little chance of ever
getting into her pants.

   "Do you ever feel that way, Carolyn?" Theresa asked, making it clear she
had been talking to her.

   "Sometimes," she heard herself admit.

   The answer seemed to please Theresa.

   "Have you ever," Theresa started to ask, then paused as if considering
her words carefully.  "Have you ever considered what it might be like to
find those pleasures with another woman?"

   "No," Carolyn said, much too quickly to have even thought about her
answer.

   "You didn't have to think about that, did you?" Theresa inquired.  "I
find that surprising."

   She paused a second to see if Carolyn had any further reaction, then
continued.

   "Most girls, I've found, have at least thought about it, even if they'd
never actually act on those thoughts," she said.  "About what it might be
like to kiss another girl, a real kiss, not just one between friends.  What
it might be like to feel soft hands on their flesh, the fullness of another
woman's breasts, or the touch of her tongue in their most sensitive places.
It's often said that no one knows the intimacies of a woman's body like
another woman."

   "I guess," Carolyn said with a touch of hesitation, "I guess I have
thought about it a few times."

   With that, Theresa got up off the bed and crossed the few feet that
separated her and Carolyn.  She reached up and brushed back a stray lock of
the younger woman's hair.

   "I'd be lying if I said I didn't find myself attracted to you, Carolyn,"
Theresa said.

   Carolyn didn't say anything, but at the same time she didn't move away
either.

   "Do you think I'm pretty?" Theresa asked, moving just a bit closer.

   "Yes," Carolyn replied, still not backing away an inch.

   Theresa leaned forward and gently kissed Carolyn on each of her cheeks.
She waited a heartbeat for her to object, and then kissed the girl full on
her lips, pulling their bodies tight against each other as she did.

   The kiss started as innocently as any Carolyn might have shared with a
friend, but quickly progressed to greater intimacy.  She felt Theresa's
tongue brush against her lips and in an almost automatic reflex she opened
her mouth to greet it with her own.  She felt the older woman's breasts
pressing against her own, sharing the warmth of their bodies.  It only
lasted seconds, but seemed like minutes, until, with a soft push, Carolyn
finally broke their embrace.

   "I...  I really need to get back to the office," Carolyn said, her lips
still tingling from the kiss.

   "I'm sorry," Theresa said, "I guess I really shouldn't have done that.

   "No, it's okay," Carolyn replied, taking the few steps that brought her
to the door.  "It was...  it was interesting." she admitted.  "I just have
to get back to work."

   "I understand," Theresa smiled.

   Carolyn had the door open and was about to step back out onto the
walkway when Theresa again thanked her for the coffee and sandwiches.

   "It was nothing," Carolyn said as she paused.

   "It was something," Theresa replied, "and I don't mean just the food and
coffee."



   Carolyn gave her a noncommittal smile and closed the door.  She
carefully made her way down the covered walkway and stairs, avoiding the
rain.  A few minutes later, she was back in the safety of the office.

   -=-=-=-=

   The memory of Theresa's lips was still with Carolyn twenty-five minutes
later when she closed her textbook, admitting that she really wasn't paying
any attention to her studies.  Instead her thoughts had been constantly
going back to the woman in the room above, and the offer she had made.

   Was she in the shower now?  Carolyn wondered, knowing that after so many
hours on the road that would've been her first priority after getting
something to eat.  She couldn't imagine going to bed without first cleaning
off the grime of the road.

   Unbidden, the image of a naked Theresa standing under the showerhead
came to mind, her brown skin covered with soap.  Back in high school, there
hadn't been money for individual stalls in the girls' locker room, so you
couldn't help but get an occasional look at one of the other girls.  Of
course you didn't want to take too long a look lest someone start a rumor
about you.  It was a small school and rumors traveled fast.

   It was different once she started college.  There she'd encountered
girls who didn't care if you noticed them looking.  In her first year
alone, Caroline had been asked out twice by other girls; both times she had
politely declined.  It wasn't that she hadn't been curious, she had been.
It was just that she didn't want to be labeled on campus as one of those
girls.

   "Damn, it's really coming down out there," a loud voice said as the door
bell rang loudly.

   Carolyn looked up to see Marty Dugan as he walked trough the doorway. 
Marty worked the midnight to morning shift at the Shady Rest and, as he did
on many nights, he'd come in a bit early.  While Carolyn appreciated that
fact, she knew it wasn't due to any altruism on his part, but rather the
fact that he normally spent most of his shift sound asleep on the couch in
the back and was, on some nights, eager to get to it.

   "Hi Marty," Carolyn said with a smile as he took off his rain coat and
hung it on a hook.

   "Wow, would you look at you, babe," the forty-five year old said as he
turned around and got a good look at Carolyn behind the desk.  "You wear
that outfit for me?"

   Carolyn looked down at her clothes and realized that she'd totally
forgotten what she had put on before coming to work.  Her tightest black
jeans and a form-fitting, white tank top, through which the tips of her
medium sized breasts were clearly visible.

   "Laundry night," she quickly answered, an explanation Marty readily
accepted, since both of them made use of the two washer and dryers in the
storage room.  "Not all of us are comfortable sitting here in our underwear
while we wait." she added, remembering a morning when she'd come in early
on the day shift and found Marty just like that.

   "Quiet night?" Marty asked as he stepped up to the counter, Carolyn's
attire no longer a topic of interest..

   "Pretty much so," Carolyn replied, "only two guests.  Johnny O'Rourke is
still with us, and a businesswoman whose car broke down just up the road."

   "I passed the car on my way in," Marty commented as he lifted the hinged
section of the countertop and passed under it.  "One of these days, I swear
Doris is going to put a load of buckshot into Johnny's personals."

   "You might be right," Carolyn said as she began to gather up her stuff.

   "The business lady ...  pretty?" Marty asked.

   "I don't think you're her type, Marty," Carolyn laughed as she picked up
her now full carry bag.

   "You never know," the older man grinned, "as I recalled, you once didn't
think that either."

   Carolyn let out a deep breath.  There were times that she managed to
forget that she'd once had a one-night stand with Marty.  To this day, she
still wasn't sure why exactly she had done it, but no sooner did she
managed to put it behind her than Marty was sure to bring it back up again.

   "Marty, how many times do I have to tell you that not only was it a
mistake, it wasn't that good," she said, repeating her standard answer lest
anything to the contrary give him the idea that she might like a repeat
performance.

   "You keep saying that, babe, and maybe someday you'll begin to believe
it," he grinned, "but old Marty knows better."

   Carolyn gave him a sour look, but inside knew that her words were a lie.
Regardless of the reason she had done it, Marty Dugan had turned out to be
one truly awesome fuck.  He was hung like a horse and had the stamina of a
bull.  The only problem was that once out of bed he acted like he had an IQ
lower than either animal.

   The memory of that night caused an involuntary smile to fill Carolyn's
face, one that she tried to quickly erase.  A few seconds too late she
believed considering Marty's next words.

   "Carolyn, maybe you should stay here tonight," Marty said, a similar
smile on his own face.

   "Marty...." Carolyn said, trying hard to express disapproval on her own.

   "No, I don't mean that," he said as his smile turned to a wider grin,
"although it's nice to know you do still think about it.  I just meant that
the roads out there are pretty bad and it would make more sense for you to
grab a few hours sleep in one of the empty rooms, that's all.  The storm is
supposed to blow over by morning and you can head home then."

   "You know, Marty," Carolyn said after considering the idea a few
seconds, "that's not a bad idea."

   Glancing back over her shoulder at the wall where eighteen keys still
hung, Carolyn reached out and snatched one for a room in the middle of the
second floor.

   "Sleep tight," Marty said as she lifted the partition and headed for the
front door.

   "You too," she said as, looking back over her shoulder, she gave him a
last smile.

   -=-=-=-=



   To get to her room, Carolyn had to pass the one she had left Theresa in.
It had been almost forty-five minutes since she'd done so and the younger
woman was certain the businesswoman must have already gone to bed by now.
Still, she found herself standing in front of the door, and then much to
her own surprise, she gently knocked on it.

   When no answer was forthcoming, Carolyn decided that opportunity had
already run its course and took a step in the direction of her own room. 
She'd actually gone two steps when she heard a voice from the other side of
the door.

   "Is someone there?" the voice said, the tone showing a degree of
uncertainty as to whether there had indeed been a knock or if it had just
been the wind.

   Carolyn debated for a second the prospect of just continuing onto her
own room, and then retraced her steps back to Theresa's door.

   "It's Carolyn," she said just loud enough to be heard over the rain.  "I
just wanted to check and see if you needed anything else before I turned
in."

   The door swung open and there stood a very wet Theresa, wrapped in a
large bath towel.  Evidently Carolyn had guessed correctly about the
shower.

   "Would you like to come in?" Theresa asked, opening the door wider as
she stepped back to make room in case the answer was yes.

   Not taking any more time to think about it, Carolyn stepped over the
threshold and Theresa closed the door behind her.

   "I would've thought you'd have been on your way home by now," Theresa
said as she locked the door.  "Did your relief not show up?"

   "No, he made it in," Carolyn said, "it's just that the roads are really
bad, and he suggested that maybe I should wait until morning before I head
home."

   "A good suggestion," Theresa replied.  "This isn't the kind of weather
you want to be out driving in if you don't really have to.  And it's not
like there's a shortage of empty beds for you to pick from."

   "Err ...  no, there's not," Carolyn said awkwardly, the quiver in her
voice not going unnoticed by Theresa.

   "Unless," Theresa said as she stepped a bit closer to Carolyn, "there's
one particular bed that you have your heart set on.  One that might already
be occupied."

   "Something like that," Carolyn replied, the smile on her face telling
Theresa that she was on the right track.

   "Well then," the tall black woman said as she took another step closer,
"I guess there's just one little thing that needs to be clarified."

   "And what would that be?" Carolyn asked as she also took a step closer.

   "Were you looking to dispossess the person already in that bed, or were
you more of a mind of sharing it?  Theresa asked once she was right on top
of Carolyn.

   "Oh, definitely share," Carolyn replied with the most enticing of
smiles.

   "I was so hoping you would say that," Theresa said as her lips found
Carolyn's once more.

   As they kissed, Theresa's towel fell to the floor, leaving her naked in
Carolyn's arms.  That she was still quite wet didn't matter to the younger
woman, as she was sure she would be getting rid of her own clothes soon
enough.  For the moment, however, she was content to just feel the press of
Theresa's body against her own and the sweetness of her tongue in her
mouth.

   Once they separated, Carolyn got her first real look at Theresa's body.
Despite always being on the go, it was obvious that the brown-skinned woman
still found time to work out regularly.  Her body was tightly toned, with
only her large breasts slightly out of proportion - a flaw that Carolyn was
quite willing to overlook.  Glancing down between her legs, the brunette
discovered a smooth shaved mound, something she'd never had the nerve to do
herself.  It was enough that, once a week, she carefully trimmed the dark
brown bush that covered her own pussy.  As she had noticed through the thin
cotton nightshirt earlier, Theresa had nipples almost the size of her
thumb, with dark circles around it that matched the color of her lips.

   "Well, as they say, I've shown you mine, aren't you going to show me
yours?" Theresa grinned as she watched Carolyn's eyes wash over her.

   In response, Carolyn grabbed the bottom of her shirt and pulled it up
over her head, exposing the pale, rounded mounds beneath.  Small, bright
pink nipples, the result of the excitement Carolyn had felt since she'd
walked through the door, stood at attention.  Her jeans followed, along
with her canvas shoes.  She hadn't worn a bra or panties, because on
laundry day it was her habit to go commando in order to wash as much as
possible.

   "Very nice," Theresa smiled appreciatively, "very nice indeed."

   Sliding back into each other's arms, they again shared kisses and the
touch of the other's hands.  Up and down their respective bodies they
roamed, exploring the secrets found within.  Carolyn let out a loud gasp as
her hand ventured between Theresa's legs, coming to rest on the bare, wet
mound within.  Just the touch of that forbidden flesh was enough to send an
erotic surge ripping through her.

   Never one to stand idle, Theresa brought her own hand to Carolyn's
mound, running her index finger along its length before gently probing
inside, causing the lighter skinned woman to gasp even louder.

   "Feels nice, doesn't it?" she whispered into Carolyn's ear.

   Carolyn replied in a low, soft voice, that yes it felt nice indeed.

   "Well there are other things that I can do that will feel even better,"
Theresa said in a voice filled with promise, "and I plan to show you each
and every one of them.  Why don't we try out that nice, comfortable bed
that you were kind enough to pick out for me?"

   Carolyn thought that an excellent idea.

   -=-=-=-=

   One thing that anyone that shared Carolyn's bed quickly learned, was
that more times than not it took a little doing to get her there, but once
you did she quickly lost all inhibitions.  Tonight, despite the unexpected
gender of her partner, was proving no different.

   In no time at all, Carolyn was on top of Theresa, kissing her deeply. 
Kisses that the older woman returned with equal passion, even as her hands
squeezed the cheeks of the white girl's ass before working their way up her
back.

   A trail of kisses, soft and hard, marked Carolyn's path as she worked
her way across brown flesh to the bountiful breasts she had been admiring
all night.  Theresa moaned loud and appreciatively as the brunette's mouth
closed around her left nipple, her tongue darting playfully across it. 
Carolyn had oftentimes wondered why men were so fascinated by breasts, and
now she thought she understood.

   "Oh yes," Theresa cried out as she felt the warmth of the younger
woman's mouth press against her flesh.

   Carolyn paused just long enough to glance up and see the smile on her
lover's face, then turned her attention back to the large breasts, her
tongue running around the dark circle, its tip tickling the thick nipple in
the middle.  Softly she squeezed the underside, complementing the tiny
ripple of joy her mouth produced.

   Soon enough she shifted to the identical mound to her right, lavishing
equal attention on it.  Back and forth she moved, delighting in the new and
exhilarating experience.

   "You are really good at this," Theresa said breathlessly.  "Are you sure
you haven't done this before?"

   "Only in my most secret dreams," Carolyn replied, before again closing
her lips are around an excited nipple.

   She lifted herself up to kiss Theresa once more, then continued to rise
until her own breasts were within reach of Theresa's mouth.  Wasting no
time in taking advantage of their proximity, Theresa reached out with her
tongue and caressed the bright, pink nipples.  Carolyn's reaction was an
instantaneous, quite pleasing moan.

   Theresa's actions mirrored those of Carolyn, but experience showed as
she filled the younger woman with delights far outside Carolyn's ability.
In less than half the time it had taken the brunette, the darker haired
woman had Carolyn crying out for more.

   Shifting position so that they were now both kneeling before the other,
they spent a short time again trading kisses.  Then Theresa took control,
pressing Carolyn down on the bed so that they were more or less in a mirror
image of the position they had been in before.

   Starting at Carolyn's neck, Theresa worked her way down to the smaller
but no less appealing mounds, running her tongue down the valley and
showing the neophyte just how it should be done.  A lesson that Carolyn was
more than happy to receive, with her moans now coming quicker and in
greater volume.

   A hand cradling each of Carolyn's breasts, Theresa kissed her way down
the soft flesh of her stomach, rubbing her own heavy mounds against the
lightly trimmed mound between the younger woman's legs.  Theresa then
shifted her body lower until the bulk of her form was stretched across the
mattress and her head hovered just above Carolyn's pussy.

   "It's so cute," Theresa said quietly as she gently ran her fingers
across it, sending a pleasing shiver of excitement through Carolyn.  "It
makes me want to just lick it all night long."

   "You won't get any objection from me," Carolyn heard herself say,
thinking as she did so how often a guy, at least those who bothered to
actually go down on her, usually gave up after only a few minutes at best.

   Theresa's hand continued to gently stroke the wet folds, occasionally
slipping a finger within to caress the even more sensitive spots inside. 
At one point, she withdrew two fingers covered in nectar and eagerly
brought them up to her mouth and then between her lips.

   "Mmmm, tasty," she said as she withdrew her now clean fingers but a few
moments later.

   Theresa immediately slipped both fingers back inside Carolyn, adding a
third and then finally a fourth, sliding them back and forth in a mix of
slow and rapid movement.  All of which Carolyn found oh so delightful.

   Lowering her head, Theresa extended her tongue and ran it up and down
the length of Carolyn's pussy, gently probing its outer walls with the tip.
In response, the younger brunette let out a long, loud sigh as she savored
the richness of the moment.

   Leaving the garden of joy behind for a moment, Theresa rolled her tongue
all the way up to Carolyn's belly button, then back all the way down to
just below her mound.  Along the way she teased her flesh with the promise
of more to come.  Slipping her arms under each of Carolyn's thighs, she
lifted the smaller woman up just high enough to bring her intoxicating sex
within easy reach of her mouth.

   Starting softly at first, so as to allow Carolyn to enjoy every moment,
Theresa pressed her tongue past the folds of the brunette's sex, working
her way along the way her fingers had already traveled.  Her thrusts then
increased in depth and frequency as she began to lick Carolyn in earnest,
both of them energized by the fact that this was the first time Carolyn had
been touched by a woman in this way.  Her head resting back against the
pillows by the headboard, Carolyn closed her eyes and let the waves of
passion wash over her.

   In the end, it might not have turned out to be all night long, but
Theresa spent more time licking Carolyn's pussy than anyone else she could
ever remember.  She felt her body quake with desire as she grabbed the
sheet beneath her, bunching it up in her hands.  The forces raging across
her body reached a point where they became uncontainable.  Sweat covered
her flesh as she nevertheless tried, unsuccessfully, to hold back that what
she had only read about in the erotic novels of her teen years.  In the
end, it was a surrender most sweet.

   "I'm going to...  to..." the words never had the chance to come out as
Carolyn's body exploded with previously unimagined force.

   It was as if she was losing her virginity for a second time, and when
she thought about it much later, that thought wasn't far from the truth.

   Theresa held Carolyn tight as she climaxed, savoring the sweet nectar
that gushed from the younger woman's body.  Her tongue lapping every small
morsel as she drowned herself in a sea of joy.

   "That...  was...  beyond...  words," Carolyn said long moments later
once she'd regained control both of her voice and body.

   Climbing up next to her, Theresa kissed Carolyn deeply, sharing the
fruits of her orgasm.  Their tongues glided in and out of each other's
mouths, until both had been sucked clean.  The ambrosia of her own climax
was a delicacy that would stay with Carolyn for a very long time. 
Additionally, it made her most eager to compare it to that of Theresa's.

   "My turn," Carolyn excitedly said after kissing Theresa one more time.

   "Sure you don't want to rest a bit first?" Theresa asked, trying to hide
her own sense of anticipation, at least for the moment.

   "Not at all," Carolyn gushed, making no attempt to hide her own
eagerness.

   With that, she turned Theresa until she was spread on all fours,
bringing her own body around so that her head was just behind the soft
cheeks of the older woman's ass.  Spreading those round mounds, Carolyn ran
her tongue down the deep crevice, using the tip to tickle the small,
sensitive opening at the center.  At the same time, she brought a hand
around to the black woman's bare mound, caressing it gently at first, then
with increasing firmness.

   "Hmmmm," Theresa moaned as she arched her head back over her shoulder to
watch.

   Carolyn continued to lick, kiss and caress the tight opening, bringing
loud and frequent cries of appreciation from Theresa.  Her fingers moved
into the wet, dark mound, aided by the fruits of the older woman's
expectation, as she began to pump her hand in and out with the expected
results.

   "Oh God, yes!" Theresa moaned as she felt Carolyn press inside of her.

   Encouraged, Carolyn turned Theresa over, spreading her legs high enough
apart that the brown skinned woman could slip a hand under each and hold
them in place.  Then Carolyn turned her attention back to Theresa's sex,
covering it with a combination of kisses and licks, delighting in the
intoxicating scent of another woman.

   Working without a map, so to speak, Carolyn tried to mimic Theresa's
previous actions, but her inexperience showed and she was all over the
place.  Her tongue moved eagerly as she alternated licks with the
additional thrusts of her fingers.  Her technique was far from perfect, but
she remembered that enthusiasm sometimes trumped experience.  Despite the
unfamiliarity of being on this side of the experience, Carolyn felt no
hesitation in what she was doing.  That had been left behind when she'd
first knocked on Theresa's door.

   Quite willing to lend what help that she could, Theresa was quick with
helpful hints as well as instructive moans of pleasure when Carolyn hit the
right spot.  In the end, Carolyn would spend nearly twice as much time
pleasing Theresa as she had done her.  The difference was that just
pleasing was not going to be enough, not if the goal was to get the older
woman off.

   Sometime in the latter half of Carolyn's effort, Theresa had brought one
of her own hands down and with two outstretched fingers began to massage
her clit.  A long practiced familiarity soon produced what Carolyn's
inexperienced tongue could not - an orgasm that, while not shattering as
the younger woman's had been, was at least highly enjoyable.

   Carolyn's disappointment showed on her face and not even the delight of
Theresa's juices could erase all of it.  Theresa just smiled and kissed her
softly, assuring her that she was not dissatisfied in the least.  She
herself had failed to bring her first lover to orgasm without help, she
confided.  That was something, she promised, that would come to Carolyn
with time.  It wasn't until the older woman asked Carolyn if her first male
lover had brought her to climax that the younger finally put aside her
regret.  It only took her a moment to remember that, contrary to what she
had just experienced, that night had been quite forgettable indeed.

   His name had been Doug Taylor and he had been her first real boyfriend
back in high school.  Not only had he failed to bring her to orgasm their
first time, he had also not done so on his second or even third attempt. 
In was only on their fourth try that Carolyn had finally enjoyed an orgasm
than she hadn't brought on with her own hand.

   Using her hand and mouth, Theresa brought Carolyn to orgasm a second
time.  The result wasn't as explosive as it had been before, but it was
still quite memorable.

   Then it was Carolyn's turn once more and while she was indeed better the
second time around, in the end she still needed Theresa's help to bring the
black woman to orgasm.

   "See, that was better," Theresa said encouragingly as they laid next to
each other afterwards, giving their bodies a chance to regain the strength
that had been drained by back to back orgasms.  "I told you it would be. 
Just like anything else, it just takes a bit of practice."

   "I guess so," Carolyn reluctantly agreed.  She so much wanted to give as
good as she got.

   Twenty minutes passed as they waited for sleep to take hold, until both
of them finally accepted that despite their energetic exertions that was
simply not going to happen.

   "Think we could manage to give it another go?" Theresa asked with a
mischievous grin as she rolled over to face Carolyn.

   "I'm up for it if you are," Carolyn replied, thinking as she answered
that sleep would have indeed been a foolish waste of what time they had
left.

   They still gave it a bit longer before either of them attempted to rise.
When they did, Theresa excused herself to get them both a glass of water
from the bathroom.  When she returned and handed one of them to Carolyn,
Theresa had an even more of a mischievous look on her face than she did
earlier.

   "How would you feel," she started to ask, pausing just long enough to
drain her water, "about trying something that might be just a bit out
there?"

   "Like all of the things so far haven't been?" Carolyn thought but didn't
say, replying instead, "Sure, why not.  As they say, in for a penny..."

   "Great," Theresa said with a surprising enthusiasm, causing Carolyn to
wonder just what she had just agreed to.

   She didn't have long to wonder as Theresa quickly went to one of the two
bags she'd brought in with her and unzipped the top of the smaller gym bag.
From within she removed a smaller, cloth bag and, after closing up the gym
bag again, carried it back to the bed.

   "I had originally planned to use this by myself," Theresa said as she
undid the loose bow that held the bag closed, "but it's definitely more fun
when you have the chance to share."

   "Omigod, is that what I think it is?" Carolyn exclaimed once Theresa
pulled a long, dark object from inside the bag.

   "Well, considering there are few alternative possibilities, I'd have to
say it's exactly what you think it is," Theresa said with a broad smile.

   There, resting in her hand, was a double-headed dildo.  Made of a
flexible black material, it had to have been more than a foot long, with
realistic veins up and down its length.  The first thought that came to
Carolyn's mind, as she took it all in, was that it was even thicker than
Marty and even dividing its length in half, just as long.

   "So what do you think?" Theresa asked, standing there naked with the
ersatz cock in her hand.  "Too much?"

   Carolyn took a deep breath and then said they should go for it,
wondering at the same time if perhaps she'd truly lost her mind.  It was,
she knew, one of those situations that you'd always wonder whether you
should've, if you didn't.

   The younger brunette was a bit relieved when Theresa suggested that,
even though she was sure the two of them could handle it, perhaps they
should avail themselves of the lubricant she carried in her overnight bag -
just to be sure.  Once that was taken care of, the two of them faced each
other on the floor, deciding that would be a better place to do this than
on the bed.

   With legs outstretched and interlocked, they placed one head of the
dildo against their pussies and then, bit by bit, moved closer as they each
buried a third of its length inside themselves.  It had to have been,
Carolyn thought, the biggest thing she'd ever had inside her.  Next to
this, the vibrator she kept in the nightstand next to her bed might as well
have been just one of her fingers.

   "Ready?" Theresa asked.

   Carolyn nodded her head yes.

   Theresa took hold of the center of the fake cock and began to move it in
and out of both of them, slowly at first, if only to give them both a
chance to get used to it.  Then, once she was sure that they were, she
began to pick up the tempo.

   Back and forth they rocked, the shared hardness sliding in and out,
bringing with its passage ever growing waves of satisfaction.  By now,
Carolyn had one hand wrapped around the dildo as well, adding her own
strength to its motions.  Following Theresa's example, she used her free
hand to caress the rest of her body, moving first to her breasts, then down
between her legs to her clit.  It didn't take long for her to decide that,
despite her initial trepidation, this really did feel good.

   After a while, they even managed to each take a bit more of the toy's
length inside themselves.  Theresa managed a bit more than Carolyn, but
that was to be expected since she had, understandably, much more experience
with it.  Continuing to sway to and fro, Carolyn was able to imagine that
it wasn't a toy, but a cock as real as any that had been inside of her, and
that Theresa was indeed fucking her with it.  Alternately, she could
imagine that it belonged to her and she was the one fucking Theresa.

   However she viewed it, there was no denying the effect it was having on
both she and Theresa, as they continued to increase the speed and intensity
of their joining.  Sweat ran down their bodies as breaths grew short,
indications each recognized as the signs of approaching orgasm.  They had
become as one, one body, one desire.

   Their climaxes, when they came just a short time later, were so close
together as to be called simultaneous.  Their bodies exploded in orgasmic
fury, quaking with the delights of the angels.  Through it all they held
each other tightly, not letting go until long after the last of their
tremors had ceased.  Then, as if they had been marionettes whose strings
had been abruptly cut, they both collapsed into each other's embrace and
finally found the oblivion of exhaustion.

   -=-=-=-=

   "Good morning, pretty lady," Marty said as Carolyn stepped into the
office the next morning, making right for the coffee maker on the counter
to pour herself a cup.  "Did you sleep well?"

   "Actually, I slept pretty good," Carolyn smiled, "better than I have for
a long time."

   "See, I told you that staying here the night was the right thing to do,"
the older man said.

   "Yeah, you were certainly right about that, Marty," Carolyn said as she
took a sip from her cup.

   They talked for a few minutes while she enjoyed her coffee, catching up
on the mundane things that they normally didn't have time for since they
worked different shifts.  During their chat, Marty said that, if she hadn't
already done so, he'd be happy to go up later and make up the bed in the
room she had used.  Carolyn thanked him, having deliberately messed up the
bed when she'd gone to the room for the first time about an hour ago to use
the shower.  She was sure that the older man would offer, and wanted there
to be no question as to where she had spent the night.

   Their conversation was interrupted by the bell on the door as it opened
and in stepped Theresa Whitfield.  She had on a different suit than the one
from last night, but looked just as good wearing it.

   "I just wanted to drop off my key," Theresa said as she placed the room
key on the counter.  "I hope I'm correct in assuming that the car outside
is the one the rental company promised to drop off this morning."

   "Yes indeed," Marty said, giving Theresa his best smile.  "They dropped
it off just a bit over an hour ago.  Said they switched the bags you had in
the trunk before they towed the old one off."

   "Well, at least they got that right," Theresa said.

   Then she turned to look at Carolyn, the look on her face one of surprise
as if she'd just noticed her standing there.

   "You're the young lady that was here when I checked in last night,
aren't you?" Theresa asked.  "Carolyn, wasn't it?"

   Carolyn was a bit perplexed for a second as she said that yes, that was
her name.  Then she realized that Theresa was doing exactly what she had
done with the bed.

   "Well, Carolyn, I'm glad that I ran into you this morning so that I
could thank you for providing a tired traveler a comfortable place to rest
her head," she said.

   "That's what we're here for," Carolyn said, her own expression morphing
into a smile.

   With that, Theresa unexpectedly picked up her bag and walked out the
door.

   "That's the guest that you said last night wasn't my type?" Marty asked
Carolyn once the door had closed behind Theresa.  "She's got to be the
hottest babe that's come through here all year, and I'm including all those
high school kids."

   "Is she?" Carolyn said.  "I hadn't really noticed."

   "Oh shit, she left her cell phone on the counter," Marty said as he
noticed the small black device.  "I'd better try and catch her."

   "I'll do it!" Carolyn quickly said, grabbing the phone off the counter
before Marty could object.

   Running out into the parking lot, Carolyn saw the replacement rental car
but no sign of Theresa.  She looked right and left, but had no idea where
she could have gone.

   "I'm over here," a voice said from behind her.

   Carolyn turned in the direction of the voice.

   "I was hoping that you would be the one to come after me with my phone,"
Theresa said as she took a step out of the shadows.

   "You left in on the counter intentionally?" Carolyn asked.

   "Of course," Theresa smiled.  "I certainly couldn't give you a proper
goodbye with your cute but not too bright friend back there watching."

   "I thought...  oh never mind what I thought," Carolyn said as she
stepped into the shadows that Theresa had moved back into.

   "Listen, I'm really not sure what you are going to decide last night
was," Theresa said.  "An experiment, a no strings attached roll in the hay,
or maybe something you might want to pursue further.  What I want you to
know is, whatever you decide, I'm okay with it."

   Up until Theresa had outlined the possibilities, Carolyn hadn't really
thought that much about what last night had indeed been.  She had just
enjoyed it and figured she'd sort it all out later.

   "I also wanted to say that I'll be back this way in two weeks," she
added.  "Well, close enough that a side trip to the Shady Rest wouldn't be
out of the question.  But I'll only come if you want me to.  If you just
want to say goodbye and chalk up last night as a good time, well then at
least we both have a memory that might keep us warm on some lonely night."

   With that, Theresa pulled Carolyn close and kissed her softly on the
lips, holding her tight for a few moments before letting her go.  Then with
a smile and a wave she climbed into her car and started the engine.

   One she had watched Theresa drive off, Carolyn realized that during the
kiss, the older woman had pressed her business card into her hand.  On the
back was written her cell phone number and the date she was expected to be
back in the area.  It also carried the notation that she hoped that Carolyn
would indeed call.

   Carolyn stared at the card for a long two minutes, twice considering
just tossing it in the nearby trash can.  In the end, she just slipped it
into her pocket.  After all, she had a whole two weeks to think about what
she wanted to do.

   END

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