The Initiation
	


	"All right, move it along, especially you, Jackson,"  Tim
Nelson said as he herded the last of the pledges into the roadside
bar and closed the door behind them.

	The large room beyond the vestibule ahead was dimly lit and
it took the eighteen-year-old freshman a few moments to adjust
and take it all in.  He let out a low but audible sigh of relief when he
saw that the establishment was exactly what it had been advertised
as.

	The last two weeks had certainly been hell, Thomas Jackson
thought as he surveyed his fellow pledges, but after tonight, it
would be worth it.  Or so he hoped.

	The pledge class of Alpha Sigma Rho had originally
consisted of thirty-two initiates, but over the last twelve days that
number had dwindled down to himself and the nine others standing
around him.  The rest had been found wanting in one way or
another as they failed to complete the tasks giving to them by the
pledge committee.  It surprised Thomas at times that he hadn't
joined their number.  Especially once it became apparent that Tim
Nelson, who headed the pledge committee, had taken an instant
dislike to him from the moment they'd met.

	A dislike that had no real cause, other than the fact that his
cousin, John, had been a senior in the fraternity back when Tim
had been a pledge.  Evidently, John had given Tim a hard time and
now he felt it was his chance to return the abuse.

	"Okay, gather round,"  the pledge master said as he drew
them all into a corner of the waiting area,  "cause I'm only going to
explain this once."

	The ten pledges and a smaller number of brothers closed
tight around Nelson, who now stood back against the far wall.
There was a sharp contrast between the looks on the faces of each
group.  Between those who knew what was coming and those who
could only be a little fearful of what the harsh taskmaster had saved
for last.

	All of you have proven yourself worthy so far,"  Tim began,
the tone of his voice carrying less than a full belief in his words,
"even you, Jackson."  he added, unable to resist again singling him
out.  "But now it's time to really separate the men from the boys."

	Each of the ten took a long moment to flash back on the
dozen challenges that had felled so many of the other candidates.
Would any of them survive what they were all sure had to be a
final, near impossible task?.  It they could, then they would be part
of what was unquestionably the best fraternity on campus.

	"All you have to do to pass the last test,"  Tim said, taking a
long, pregnant pause in mid-sentence,  "is simply get laid."

	"What?"  several of the pledges said almost in unison,
certain that they'd heard him wrong.

	The rest had heard him right, but reserved comment as they
waited for the other shoe to drop.  If the last two weeks had taught
them nothing else, it was that with Nelson, there was always a
catch to what at first seemed relatively simple.

	"Of course the challenge has a few, simple rules,"  Tim
Nelson added, confirming their fears.  "There is of course a time
limit, shall we saw midnight at the latest,"  he went on,  "and of
course we don't expect you to do it here on the premises, after all
this is a public place and we have better things to do with our time
than to haul our asses all the way down to the police station with
bail money."

	A few of the brothers laughed at that.

	"Just down the road, about a quarter of a mile,"  Tim went
on,  "is the Lotus East Motel.  We've arranged in advance for
rooms that you can use, and just to make sure that you actually got
there, a few of the brothers will be parked outside and keeping tabs
on who goes in and with who."

	Four hours to meet someone in a bar, and then have sex
with them.  The pledges shared a similar look among themselves.
A daunting task perhaps, but not an impossible one. After all, they
were all young, in good shape and reasonably good looking.  On a
good Friday night, that was how some of them might expect to
spend it.  Okay, so it was only Wednesday, but it couldn't be that
much harder, could it?

	Thomas was sure that there had to be something else, a
hidden catch of some sort.  Nelson had made him that paranoid.
Based on what the older student had come up so far, the initiate
wouldn't have put it pass him to have taken them all to a gay bar or
something.

	That reality of that thought wasn't that far from the truth as
Nelson's original idea had been to take them a few miles further
down the turnpike to the Pink Pelican, a notorious hangout for
lesbian bikers. It was only the intervention of the other committee
members that changed the venue, insisting that if they let Tim have
his way, they might just wind up with no new members this year.
The final challenge they'd come up with might be difficult, but not
insurmountable.

	"Okay boys,"  Tim said as he led them to the opening in the
neck high wall that separated the vestibule from the rest of the bar,
"the clock is running."

	Thomas stepped into the bar with his roommate, Tyler
Wayne, and was relived to see that the patrons spread out across
the large tavern were exactly what one might expect.  In fact, if
anything, there seemed to be more women than men, which could
only make their task easier.  It was only when they got up to the bar
that the two teens realized what was different about the crowd.

	With only a few exceptions, just about everyone in the bar
was twice their age.  Sure there were twice as many women as
men, but none of them looked to be anywhere under forty.

	"I think I'm beginning to see Nelson's catch,"  Thomas said
to Tyler.

	"You think?"  his blonde haired friend replied, pointing out a
notice on the whiteboard on the wall that Wednesday was "Over
40's Night."

	"Fuck!"  Thomas said under his breath when he saw the
sign.

	Trying to at least look undaunted, the two teens continued
up to the bar and ordered a near beer, the only legal drink they
could.  As they slowly sipped them, a look around the bar showed a
few of their fellows already engaged in conversation with a few of
the unattached women.

	"Might as well go down in flames trying,"  Tyler said as he
took a long drink from his glass, wishing it was something stronger.
"I for one am not going to let Nelson win that easily."

	"Me neither,"  Thomas agreed, draining his own glass,
wishing he believed it himself.

	The two split up and headed for opposite ends of the bar,
each wondering if their best pick up lines might work on women old
enough to be their mother.

	An hour and a half later, they'd found that they certainly
didn't.  Only a few of the woman they approached and tried to buy
drinks for actually went so far as to laugh at them, but none
seemed to be interested in what they were offering.  Discouraging
as that was, more so was the fact that two other pledges had more
success and were each seen walking out of the bar with a woman
on their arms.

	Thomas was watching Tyler talk to a dark-haired woman in
blue over in a corner and based on the amount of time they'd been
talking, it looked like his friend's luck might be changing.  A
conclusion proved false five minutes later when the brunette
abruptly walked off.

	Thomas was about to head over in Tyler's direction, thinking
to compare notes and see what they might be doing wrong when
someone called his name from one of the small tables.  It was a
woman's voice, one he didn't immediately recognize.

	"Thomas, Thomas Jackson, is that you?"  a short haired
redhead asked as she rose from the table and walked towards the
teen.

	It took a few seconds for him to recognize her, after all, it
had been almost three years since he'd see her, but once he did,
he felt a mixture of delight and embarrassment.

	"Aunt Caroline!"  he said in surprise.

	"My God, I thought it was you,"  the woman said as she
leaned forward and kissed him on the cheek.  "I almost didn't
recognize you, you've gotten so big."

	If it hadn't been for the dim light in the bar, Thomas would've
doubtlessly recognized her immediately.  Standing almost a half
foot below his own five foot five, the slim forty-one-year-old had
been married to his Uncle Ken for almost ten years, having
divorced him shortly after Thomas had turned sixteen.

	"What in the world are you doing here?"  Caroline asked.
"How is everyone back home?"

	"Everyone is fine,"  Thomas replied almost automatically,
remembering that Caroline had taken back her maiden name and
moved upstate after the divorce to start a new life,  "and I'm going
to school over in Fredrick Falls."

	"My, it is a small world, isn't it,"  she smiled,  "I live in
Lafayette, that's only about a half-hour north of Fredrick Falls."

	"Yeah, I guess it is,"  Thomas replied, thinking this night
couldn't get any worse.

	"But what are you doing here?"  the redhead repeated.  "I'm
sure there are a lot of closer and much better places to hang out
over by the college?"

	"Well, I'm err...  I'm pledging a fraternity and... well ..."  he
stuttered.

	"Hell week huh,"  Caroline smiled.

	"Something like that,"  he answered, wishing it had only
been a week.

	"Been there, done that,"  she softly laughed, "you wouldn't
believe the things I had to do back when I was pledging my
sorority."

	Not sure what to answer, Thomas just smiled.

	"So what do they have you doing?"  she asked curiously.

	Thomas let out a loud sigh.  There was no way he could
explain what he was doing there.  Not to his Aunt.

	"Oh come on,"  Caroline urged him, "couldn't you always
come to me with anything when you were younger.  That hasn't
changed."

	"This is kind of embarrassing,"  Thomas admitted, hoping
she would leave it at that.

	"Those are the best kind of secrets to share,"  she grinned.

	"Oh hell, I never could keep secrets from her,"  Thomas
admitted to himself as he then proceeded to tell her the whole truth
of why he was in the bar.

	"Hmm, not every original,"  she remarked after hearing the
story.  "Our pledge master might've been the original bitch from
hell, but she was pretty creative I'll admit."

	Thomas wanted to ask what Caroline had to do to pledge,
but thought that might be crossing a line.

	"So what's the problem?"  the older woman asked further.  "I
would think a good looking young man like you would have no
problem attracting women."

	His silence made Caroline wonder if there was another
problem.

	"Thomas, you're not a virgin, are you?"  she asked in a soft,
quiet voice so only he could hear.

	"No,"  he instantly answered.  "It's just that I don't know how
to talk to the women in here, women older than me I mean.  I was
just about to give it up."

	"I see,"  Caroline mused.

	A second passed, then two, as Caroline considered what
advice she could give him.

	"I did notice a few young men leaving a little while ago with
older women, were they friends of yours?"

	"Yes."

	"And they were headed to that motel you told me about, the
one up the road?"

	Again he answered yes.

	"Well, I guess the answer to your problem is pretty simple,"
she said, a broad smile filling her face.

	The look on Thomas's face said he didn't understand.

	"Well, since you've decided to give up the chase, you and I
could sit down at a table and catch up,"  Caroline said.  "Or, if you
really want to turn the tables on this prick of a pledge master, we
could go up to that motel and have our chat there.  Once that door
closes behind us, no one has to know what did or didn't happen."

	The suggestion took Thomas by surprise.  His first reaction
was that doing what his aunt had suggested would be dishonest to
say the least.  Then he balanced that against how badly he wanted
to get in to Alpha Sigma Rho.

	"Wouldn't someone see you leave with me?"  he asked,
worrying about what anyone she knew at the bar might think.

	"It's nice of you to consider that,"  Caroline replied,  "but
aside from Mia, that's the friend I was sitting with, no one in this
place knows me.  We were just on our way home from a business
meeting when we decided to stop for a drink."

	"Oh."

	"So, do you want to turn the tables on Nelson or what?"

	"I guess so."

	"That's the right decision, trust me,"  Caroline assured him.
"Just let me tell Mia that I'm going and we'll be off."

	Thomas watched as Caroline went back to her table and
talked for a few minutes with the long haired blonde that had been
sitting there.  About the same age as Caroline, Mia looked past her
for a long moment and right at him.  Then she smiled and assured
Caroline that she'd have no problem getting a ride home.

	Wrapping her sweater around her shoulders, Caroline
walked back to Thomas and asked if he ready to go.  He wondered
for a moment if he should tell Tyler that he was leaving, but then
decided against that when he spotted his friend talking to someone.
Hopefully, he'd have more luck this time.

	As they headed for the door, Caroline asked Thomas to
point Nelson out to her and she made sure the pledge master saw
the two of them leave together.  Before they were out the door, she
heard the college senior let out a loud exclamation of surprise.
Evidently, in his opinion, none of the other pledges has scored a
woman that looked as good as her.

				-=-=-=-


	It only took five minutes to drive up to the Lotus East and
step into the management office.  As he had been told. the pledge
committee had already worked out an arrangement with the motel
owner to set aside ten rooms.  Even if they went unused, the
pledges were obligated to pay for them.

	As he handed Thomas the key, the man behind the counter
was pretty blatant about the once over he gave Caroline.  With
rooms that rented by the hour, there was little secret as to why
anyone was checking into the Lotus East.  From the smirk on his
face when he was done, it was obvious she met with his approval.

	"Not much, is it?"  Caroline said as Thomas closed the door
of their room behind them.

	Looking about the small room, he had to agree.  A bed and
a small television on top of a six drawer dresser were all the
furnishings the room held.  And given the amount of time most
people rented the room for, it was doubtful the dresser had ever
served as anything but a TV stand.  His college dorm was more
hospitable.

	"Well, we'll only be here an hour or so,"  Caroline said as
she carefully laid her bag and sweater on the edge of the dresser.

	"I really appreciate this, Aunt Caroline,"  Thomas said.

	"I'm glad to do it,"  she smiled back at him,  "I always liked
you and whatever happened between me and your uncle hasn't
changed that.  And lets have no more of this Aunt Caroline
nonsense, you're more than old enough to just call me by my first
name."

	"What did happen between the two of you?"  Thomas found
himself asking.  "No one in the family ever seemed to want to talk
about it."

	"They never said anything?"  Caroline asked in turn, a touch
of surprise in her voice.

	"Well they said that Uncle Ken had some drinking problems
and that you couldn't deal with it,"  Thomas replied.

	"I couldn't deal with it,"  she repeated.  "Is that what they
said?"

	Thomas nodded.

	"Okay, I usually take the attitude of letting sleeping dogs lie,
but I wouldn't want you to think that I had simply walked out on him
simply because he had a few too many drinks now and then," the
redhead said as she sat down on the edge of the bed.

	Thomas followed suite, sitting on the opposite edge.

	"I could deal with your uncle's drinking,"  she said,  "Lord
knows there were times when both of us could tie one on.  What I
finally couldn't deal with was the fact that when he drank he also
found it impossible to keep his dick in his pants."

	That Caroline would use such a graphic phrase surprised
Thomas more than the admission of his uncle's failings.

	"The day I walked in on him and Sylvia Norris, you
remember her don't you, she worked in Peterson's Diner, well that
wasn't the first time I'd found another woman in my bed."

	A quick memory of Sylvia Norris appeared in Thomas's
mind.  He remembered her as a thirty-something bleached blonde
with a set of knockers that brought good sized tips from even the
teenagers who always wanted to sit at her tables when they
stopped by the diner for a snack.

	"There comes a time when you have to say, enough is
enough and that was it,"  Caroline finished.  "I just wanted you to
know that."

	Thomas smiled and nodded his head, thinking he was glad
to finally know what really happened.

	"You know, Mia and I never really got a chance to have any
dinner,"  Caroline said, changing the subject.  "You think we'd get
away with having you run down the block and get us a couple of
burgers from Burger Barn?"

	"I guess so,"  he answered, checking his watch and seeing
they'd only been there ten minutes.  "As long as we stay here a
while after I come back, to make them think, well you know."

	"Yes, I know,"  Caroline smiled.  "That's not a problem, as
long as I get something to eat.  In fact, we could even spend the
night here and really given them something to talk about."

	"That would be great,"  Thomas thought, not wanting to
actually say it because he was sure it would come out wrong.
Instead, he just asked Caroline what she wanted from Burger Barn.

	"Just a couple of regular cheeseburgers and a diet coke
would be fine,"  she said as she got up off the bed and reached for
her purse.

	"No, I'll get it,"  Thomas said, thinking it was the least he
could do.

	"Okay,"  Caroline agreed.  "You know, I could also use a
shower, Mia and I were on the Road almost all day.  Might as well
take advantage of what we have here while you're gone."

	Thomas watched as she took off her shoes, lifting her bare
legs as she leaned on the dresser for support.  Then she turned
around and asked him if he would be kind enough to help her with
the zipper for her dress.

	Pulling down the zipper all the way to just above the crack of
her ass, Thomas found a black lack bra against smooth white skin.
Almost totally oblivious to his presence, Caroline lowered and
stepped out of her dress, giving him an even better look at both the
back of her bra and the matching panties.  His mouth almost
dropped open when she turned around, displaying a set of breasts
that while not anywhere near the size of Sylvia Norris's, seemed
perfect for her muscular yet lean frame.  Back when he was
younger, his aunt was really into long distance running, having
even done a few marathons.  Evidently, it was something she'd
kept up.

	"Oh don't tell me this embarrasses you,"  she laughed when
she saw the look on her face.  "I don't remember you being so
uncomfortable when I used to sit around your family's pool in my
two-piece."

	"I guess it is kind of silly,"  he agreed, remembering that the
two-piece in question had been rather daring as well.

	"I'll be done by the time you get back,"  she said as she
opened the door to the small bathroom.  "I just need to wash off a
little."

	Stepping out into the parking lot just outside the door,
Thomas spotted the car with the two members of the pledge
committee that had been assigned to watch over them.

	"Done already?"  Carl Burke asked, his tone filled with
sarcasm.  "I kind of figured you for a quick-shooter."

	"Just grabbing us a couple of burgers,"  Thomas replied,  "It
might be a long night."

	The second Alpha Sig, Ron James,  gave him a thumbs up
which had the opposite effect than he intended.  It made Thomas
feel more bad than good.  It made him feel like a fake, one that
really didn't deserve to be part of the fraternity.

	Coming back From Burger Barn, Thomas spotted Chris
Parker coming out of one of the rooms with the woman he'd just
bedded.  She looked to be in her fifties and hardly the sort of
conquest he'd be bragging about tomorrow.  Still, at least he'd
actually done it for real.

	By the time he'd reached the door to his own room, Thomas
had decided that as much as he wanted to be a part of Alpha
Sigma Rho, he couldn't get in on a lie.

	"I'm back,"  he called out to the empty room as he closed the
door behind him, in case Caroline heard the door open and worried
who it might be.

	"Just in time,"  Caroline replied as she opened the bathroom
door and stepped out,  "I'm famished."

	Even for her petite frame, the bath towel Caroline had
wrapped around herself seemed too small.  It was all she could do
to keep it from coming undone and slipping off.

	"Silly me had a little accident in there,"  she remarked as she
took a large bite of her burger.  "I splashed water all over my
underwear and had to hang them up to dry."

	"Accidents happen,"  Thomas agreed as he unwrapped his
own meal.

	As they ate, they chatted more about years past and
Thomas was reminded how much of a friend his aunt had been.
Things he wouldn't have imagined going to his parents for seemed
to be easily explained to her.

	"What ever happened to that nice little girl you had such a
crush on, what was her name, Ginny Paris or something like that?
she asked.

	"Ginger Paris,"  he corrected her, remembering at the same
time how she had given him some of the best advice in getting
Ginger to notice him.

	"Oh that's right,"  Caroline said, taking a drink of soda.  "I
didn't want to say it at the time, but I always used to think that was
the kind of name a porn star would have, not some innocent little
girl.  What happened to you and her?"

	"Well, I guess Ginger lived up to her name then,"  Thomas
laughed, going on to explain that by senior year, his former crush
had earned a reputation as class slut.

	"Did you and she ever?"

	"No, we didn't,"  he answered.  "I think I was one of the few
guys in our class who didn't."

	"Who was your first then?"  Caroline asked curiously.

	"Doris Piekarski,"  he answered.

	"I don't think I..."  Caroline started then hesitated for a
moment.  "Oh wait a second, that cute redhead in your math class,
the one who used to tutor you."

	"Yeah, that was her,"  he said.  "We dated for a while, but
then she won a scholarship to MIT."

	"I see,"  the older woman said as she wrapped up the
uneaten half of her second burger and tossed it into the waste
basket.  "And are you seeing anyone now?"

	"No, not really,"  Thomas answered, the regret in his voice
evident.  "There never seems to be enough time, with classes and
everything."

	"Well you should find the time,"  Caroline told him,  "if only
for stress relief.  All work and no play as they say."

	Thomas rolled up his own trash and dropped it on top of
Caroline's.  His hesitation about using a lie to get into the fraternity
returned and he told her about it.

	"Well, the decision is yours of course,"  she said,  "but I think
you're being foolish."

	"It's just the way I feel."

	"Well, I guess you have to go with your feelings, I really can't
fault you for that, can I?"

	Caroline paused a moment, again readjusting her too small
towel.

	"Promise me this at least,"  she went on,  "stay the night like
I said before and if you still feel that way in the morning, then fine."

	"I guess I could do that."

	"Then again, there is another option,"  Caroline said
unexpectedly.

	Thomas looked up at her, not seeing what that could be.

	"We could find a lot more interesting way to spend the rest
of the night than just watching television,"  she said, the widest of
smiles on her face.

	"She can't be suggesting what I think she is,"  Thomas
thought, a sentiment reflected on his face.

	"Yes, that's what I mean,"  she said in answer to that look.

	"But you're my aunt!"  Thomas exclaimed.

	"Used to be your aunt,"  Caroline corrected him,  "and even
when I was, I was never more than a woman who was married to
your uncle.  We were never related by blood or anything like that."

	"This is unreal,"  Thomas said.  "Things like this don't
happen in real life."

	"Don't be so sure,"  Caroline smiled.  "Let me be a little more
honest for a moment, okay.  I told a little white lie earlier when I
said that Mia and I had stopped by that bar to just have a drink on
the way back From a business meeting.  Truth was, we had a little
more unwinding in mind.  It wasn`t the first time we'd been there
and it's not a hard place to find a guy also looking for someone to
unwind with - no strings attached."

	Thomas took a moment to take that in, admitting to himself
that he'd hardly thought his aunt, or former aunt as the case was,
was leading a celibate life.

	"And again to be honest,"  she went on,  "I've always thought
you were really cute.  Of course back when you were fifteen I'd
never have done anything more than think that.  I saw the way you
looked at me by the pool, and I'm pretty sure that there were times
you wondered what I looked like under that bathing suite.  Am I
Wrong?"

	Thomas knew she wasn't but couldn't find the words to
answer.  Not when he knew that not only did he spend many nights
wondering just that, he'd also masturbated to the image as well.

	"So here we are,"  Caroline concluded,  "basically, a man
and a woman with both interest and opportunity.  The question is,
what are we going to do about it?  Are we going to make you an
Alpha Sig, or should we just sit and watch TV the rest of the night?"

	Thomas took, what seemed to him at least, the longest time
to answer that question.  Then, he again looked up at Caroline,
who was now standing next to the dresser.

	"I don't even think the TV has cable."

	Hearing the answer she wanted, Caroline reached down and
gave the small towel Around her a slight tug.  In response, the
cheap cloth finally gave way and fell to the floor, answering the
question that had so bothered Thomas on many a night.

				-=-=-=-

	"Wow!"  Thomas gasped as he took in the sight of Caroline's
naked body.


	Having seen her in the before mentioned swimsuit many
times before, Thomas's eyes immediately focused on those parts
of her that suit had hidden.  Small, well rounded breasts stood firm,
capped by silver dollar sized areola and nipples that stood out
almost a quarter inch.  Down between her legs, he noted, rested a
tightly trimmed patch of hair that attested that she was indeed a
natural redhead.

	"I hope the reality isn't too disappointing,"  Caroline offered
in reference to all the times he had imagined her, turning slowly to
give him an even better look at her.

	Again not able to find the words, all Thomas could think was
that his uncle has been the biggest of fools to run around when he
had this waiting at home.

	"Nervous?"  Caroline asked, taking his silence for just that.

	"A little,"  Thomas admitted, thinking it surprising that he
hadn't realized that before.  After all, here he was in a run down
motel room with a naked woman who, after all, had once been his
aunt - even if it had only been by marriage.

	"Why don't you just lie back on the bed and try to relax
then,"  Caroline suggested as she moved closer to him.

	She paused as Thomas did just that, stretching out on top of
the sheets, his head coming to rest against the pillows.  Caroline
gave him another moment to get comfortable, then stretched out
next to him.

	Sharing the pillows, Caroline leaned closer and brought her
lips to his.  Their kiss was hardly the sort Thomas remembered her
giving when she'd used to visit his house.  If she'd ever pushed her
tongue deep into his mouth, as she was doing now, he was sure
he'd have remembered it.

	They continued to kiss for a few minutes, even as she took
his hands and guided them to her breasts, letting him massage
them.  His movements were still awkward, a sure sign that he was
still more nervous than he wanted to admit.  Well, Caroline knew
what to do about that.

	"Just relax,"  she whispered as she kissed him once more,
even as her hand ran down across his chest, past his belt which
she quickly undid, and then ever so slowly, unzipped his pants.

	"Oooooo,"  Thomas moaned softly as he felt Caroline's
fingers brush against the naked flesh of his cock.  A cry that grew
even louder as she took a firmer hand and pulled it free.

	"Oh my,"  Caroline practically purred as she slowly pumped
the erect organ,  "it seems that big cocks must run in your family."

	Thomas knew that his cock really wasn't that big, at least not
any larger than any of his friends.  Still, it was nice to hear her say
something like that.  Especially since, his boasts to the contrary,
she was only the fifth girl who had ever seen it, much less touched
it.

	Caroline took her time just running her fingers up and down
his cock, gently pumping it each time she got to the base.  Once
she was  satisfied with its hardness, she proceeded to disperse
what ever nervousness he might have still felt.

	If the touch of her hand against his cock was delightful, the
wet embrace of her mouth as she took him inside it was heaven
itself.  Thomas had his first blow job back in his junior year of high
school, from a girl willing to go down on a guy if he so much as just
bought her a pizza and a coke.  Doris, he remembered, had also
been quite willing to give them, preferring to keep him happy with
oral sex until they'd finally consummated their relationship the night
of the prom.  But neither of those girls had caused him to feel the
awesome sensations that now filled his body.  Nor had they
brought him to the brink of climax as quickly as Caroline.

	With practiced skill, the older woman ran her tongue over
every inch of his young manhood, satisfying both the craving that
had brought her and Mia to the bar in the first place, as well as a
curiosity that dated back several years.  In and out Thomas's cock
disappeared, sliding between her lips and disappearing deep down
her throat.  Her fingers massaged his balls as her mouth continued
to play his organ like a prized musical instrument.  In less than
three minutes, a familiar sensation filled her former nephew.

	"I'm going to come!"  Thomas gasped in warning, thinking it
was already too late and that he had no control over what was
happening.

	In the few seconds before he exploded, he was sure she
hadn't heard because Caroline made no effort to disengage herself
as Doris always did.  In fact, if anything, the redhead seemed to be
even more into it than before, her short hair tossing back and forth
as her head bobbed even faster.

	Such thoughts, however, were hard to focus on as, the press
of her hand suddenly gone, Thomas felt his balls explode, sending
more than a week's worth of built up tension deep down Caroline's
throat.  A second, then a third burst of whiteness erupted from
deep inside him, each eagerly swallowed up by the woman bent
over him.

	"Oh fuck!"  Thomas gasped long seconds later when he
finally regained control of himself and looked down at Caroline,
scattered drops of white splashed across her face.  'Caroline, I'm
so sorry, I..."

	His apology paused in mid-sentence as, much to his
surprise, Caroline wiped away the sticky whiteness with her fingers
and then licked them clean.  A satisfied smile filled her face as she
pulled herself up closer to him, shifting her body on the bed.

	"You were saying something?"  she asked.

	"Forget it,"  Thomas answered,  "I don't think it matters
anymore."

	"Good,"  she replied,  "and I take it you're not so nervous
anymore, right?"

	"No, I mean, yes,"  he said.  "No, I'm not nervous anymore."

	"Great,"  she laughed as she sat herself up,  "then why don't
we get you out of those clothes,  I'm beginning to feel a little
self-conscious being the only one naked."

	Thomas had barely sat up when Caroline took hold of his
shirt and pulled it up and over his head.  Fingers outstretched, she
ran her hands down his smooth, hairless chest, pausing at his
nipples just long enough to tweak each of them.  From there, it was
only a short trip to his already open pants, which slid off just as
easily.  Socks and underwear followed.

	"Wow!"  Caroline whistled as she looked down at his nude
form,  "it's a good thing I didn't know you looked this good back
when you were sixteen, otherwise I might`ve gotten myself in major
trouble."

	Both of them laughed, but underneath, each wondered for a
moment that might indeed have happened back then if one of them
had made a move on the other.  The thought then faded under the
reality of what was happening now.

	Slipping his hand behind her head, Thomas pulled her
closer and kissed her as hard as he could.  Their lips locked
together, Caroline pressed him down on the bed, her body coming
to rest on top of his.

	Their tongues continued to intertwine as Caroline rubbed her
breasts against Thomas's chest.  Slipping her legs so that his left
leg was between both of hers, she moved her body back and forth
so that his leg pressed against and massaged her already moist
mound.  It didn't take much of that to bring his cock back to a
semi-erect state.

	Still, as much as she wanted to fuck her former nephew,
Caroline wasn't in a great rush to do so.  She didn't want this to be
just a quick fuck, there had been too many of those since she'd
tossed Ken Jackson from her bed for good.  No, she wanted to give
Thomas a night that he'd remember for the rest of his life. For now,
at least, she was content to let him continue to explore her body.

	No sooner had the two of them settled into a side by side
position when Thomas leaned over and ran his tongue over the
extended nipple of her left breast.  He twirled it back and forth a
few times, pleased when a soft purr of appreciation slipped from
Caroline's lips.

	Again he moved his mouth over her breast, this time taking
her hardness deep inside, his hand strongly massaging the soft
flesh around it.  Then, kissing his away across the small valley
between her mounds, he repeated his actions on her other breast.

	"Hmmm, you do that very well,"  Caroline smiled as she
closed her eyes and enjoyed his attentions.  "You must've had a lot
of practice."

	"Actually, no,"  Thomas admitted, surprising himself because
that was something he normally never did.  "I'm really just doing
what I think you would like."

	"Well your instincts are right on the money, honey,"  Caroline
replied as she opened her eyes.  "You just keep on doing what you
think I might like, I'll let you know it if I don't."

	The smile on Thomas's face grew even brighter as he
returned to her breasts and began to play with them some more.
Caroline was tempted to tell him some of the other things she liked
but then decided it was better for him to go at his own pace.  After
all, it was possible that he might find some of the things she liked
rather shocking.

	Finishing with her breasts, at least for now, Thomas began
to kiss and lick his way down her left side.  She turned her body
toward him to give him easier access, guiding him to the cheeks of
her ass.  With great passion, he covered the rounded flesh with
kisses, working his way between her cheeks and slipping his
tongue up against the tight hole.  Lubricating it with his tongue and
pulling it open with both hands against her cheeks he pressed the
tip inside her, producing a loud moan of delight.

	A moan he reacted to by doubling his efforts.  Caroline had
the impression that this was the first time he'd ever licked a woman
in that area but that it might've been something that he had wanted
to try but was afraid to suggest with girls his own age.  If that was
indeed the case, she hoped her loud cries of approval  encouraged
him to try anything else he wanted.

	From deep within her cheeks, Thomas worked his way
around to the red haired bush between her legs.  Tiny droplets of
moisture reflected in the overhead lighting, samples of the
satisfaction he'd already produced in her.  Caroline lifted and
spread her legs even further to both give him a better view and let
him move his upper body between.  Starting at her outer thigh,
Thomas kissed his way to the center of her mound.

	Lifting her head high against the propped up pillows,
Caroline watched as the eighteen-year-old ran his tongue up and
down the length of her pussy, sending small waves of pleasure
radiating outward.  Adding his fingers to the mix, and showing a lot
more confidence than he had before, convinced her that this was
something he'd done before.  In no time at all, those small waves
had escalated into powerful breakers that rippled across her body.
Whoever had taught him how to lick a pussy certainly deserved a
thank you note to say the least.

	"Oh yeah, baby, that's good,"  Caroline encouraged him,
"that's really good."

	Reaching down, she ran her fingers through his dark hair,
trying to unobtrusively guide him to her most sensitive spots.  To
her delight, he took the help and doubled the pleasures she
enjoyed.  So much so that she finally left him on his own and just
let her head drop back, her eyes again closing as she let wave after
wave of ecstasy wash over her.

	Not able to see the clock on the wall from where she lay,
Caroline could only guess at how long Thomas had been between
her legs.  Still, she was sure it was a lot longer than most men
spent there, his uncle included.  If he`d already learned that lesson
on his own, he was going to make a lot of other women happy in
the future.  For now, however, it was time to make this woman even
happier.  And bring Thomas along for the ride too.

	Gently getting his attention, she changed their positions so
that she was now the one between his legs.  In one quick motion,
she slid his cock into her mouth and gripped the base with her
hand.  It didn't take long at all to bring it back to full hardness.

	With deep, long strokes, she took him all the way into her
throat in a way she was sure none of his teenage girlfriends had
been capable of doing.  Soft moans of delight filled her ears as she
cupped his balls and went all the way down on him a third time.
Following her example of before, Thomas took hold of her head
and played with the locks of her hair.  There wasn't anything he
could teach her about the art of cocksucking, but it was a fun thing
to do in any event.

	Caroline deep throated him a few more times, then let his
cock slip from her mouth, but not her hand.  With a broad grin on
her face, she looked up at him and said, "Hey big boy, wanna
fuck?"

	The question took Thomas off guard, until he realized it was
meant to be rhetorical and funny.  His only answer was a smile as
Caroline, still holding onto his cock, climbed up on top of him until
the tip of his manhood was pointed right between her legs.

	Slowly lowering herself, she slipped his hardness deep
within her, engulfing him fully.  Thomas let out a loud gasp as he
felt her wetness wrap around him, an excitement filled him with the
thought that she was going to fuck him, and not the other way
around.  The few girls he had actually fucked before had simply
been content to just lie there with there legs open and let him do
the work.  It had been fun, but had left him with the thought that it
could've been even more.

	It took a few strokes for Caroline to get comfortable with his
cock inside of her.  Despite what Thomas might have thought, she
hadn't been kidding about the size of his cock.  He might've
thought of himself as average, but he wasn't taken into account her
smaller frame.

	Then, once she was ready, the redhead began to move up
and down at a quicker pace, leaning forward so that her breasts fell
right against the younger man's face.  With his hands taking hold of
her sides to help steady her, Thomas reached out with his tongue
and mouth and eagerly kissed her mounds as they bounced in front
of him.

	Her hands came to rest on his chest and she lifted her legs
a little higher so that she was now actually sitting on his cock.  The
upward and downward motion of her body became more intense,
and with it the wondrous sensations filling Thomas.  As good as his
high school girlfriends had been, he might as well have been
playing with himself when he compared them to Caroline.

	It didn't take long for Caroline to realize that if she kept it up
at this pace, Thomas was going to climax much sooner than she
wanted him to.  So she slowed her efforts and arched her back just
a bit, enough so that her lover could reach up and cup both her
breasts in his outstretched palms.  Bracing her hands now on his
legs, she kept up a slow, leisurely tempo while he played with her
breasts.

	Pulling her closer, even as he leaned forward, Thomas again
brought his mouth to her nipples, never going so far as to let his
cock slip out of her.  They gently rocked back and forth for a time,
sharing the pleasures each of their bodies produced.  It was a
moment that both wished could last forever, but each knew was
only a pause to an even greater delight.

	It was Thomas who gave in first as he kissed her hard and
asked if it would be okay if he got on top and fucked her for a while.
Caroline just smiled and said that of course it was.

	Moving onto her back, she spread her legs and invited
Thomas to climb between them.  That he did with great eagerness
as he guided his cock deep within the well lubricated path.  It took
no time at all for him to work himself into a steady rhythm.  The first
time he had entered Doris, all he'd had to go on was the advice of
friends who probably knew as little as he did and a score of porno
films he'd seen along the way.  So he'd slammed away as hard as
he could, never thinking that a slow, steady thrust might be better.
With as much practice as he could talk her into, he'd eventually
learned that there was a time and place for both, the secret was in
learning when.

	Caroline reached down and lifted her legs as to give him
even greater penetration, still allowing him to set the pace.  Her
hands moved higher and closed around his neck, drawing him
close enough to give him a soft, but pleasing kiss.  He paused for a
moment after that, then asked what to her, at least at first, seemed
a strange question.

	"Am I as good as Uncle Ken?"  he asked.

	Caroline paused a second, then decided to tell him the truth,
but to at least phrase it in a way that wouldn't hurt his ego.

	"Let's just say that your uncle's had a lot more practice than
you,"  she smiled, moving closer and kissing him again.  "But
you've definitely got the moves.  I think that eventually you're going
to be a lot better than he ever was."

	That seemed to more than satisfy him as he went back to
the task at hand, picking up his rhythm as Caroline brought her legs
up and wrapped her feet around his ass.  His strokes became
shallower, but the increase in frequency made them more
satisfying.

	This went on for a while until Thomas felt that the time had
come to be more aggressive.  Releasing her hold around him,
Caroline brought her legs straight up to rest on his shoulders, her
hands taking hold of his ass cheeks as he fucked her with all his
strength.

	"Is it good?"  Thomas panted.

	"Oh, baby, it's great!"  Caroline replied in a similar,
breathless voice.

	The trembling in both their bodies told them they were near
the finish, but Caroline wanted to try one more position at least.
She quickly disengaged herself so that she could turn around and
guided Thomas so that he could enter her from behind.

	She buried her face in the pillow as he entered her
doggy-style, something else that was new to him but an act that he
immediately knew he was going to enjoy.  Reaching below her, he
cupped one breast as he kept the other hand on her side to keep
himself steady.  It took only a dozen strokes for both of  them to
explode.

	Thomas had never felt anything like the sensation of
Caroline's pussy contracting around his cock as she surrendered to
the forces of an intense orgasm.  He quickly lost track of how many
times he shot into her, but it seemed like it was never going to end.
The room seemed to blur around them, and it was only when it
came back into focus that he knew it was all over.

	Feeling more exhausted than he could ever remember, but
an exhaustion that felt so very good, Thomas collapsed alongside
Caroline on the bed.  Her body was as limp and covered with sweat
as his own and it was all he could do just to gently stoke his fingers
across her flesh.

	"Not bad kid, not bad at all,"  she said with a smile as she
leaned over far enough to kiss him before closing her eyes and
falling asleep.

	Thomas found himself not far behind her.

				-=-=-=-

	A loud knock on the door woke Thomas, along with a gruff
voice announcing that the room was only paid up until eight.  The
only way the owner would reserve so many rooms was for them to
take them for the whole night.  Never mind that there was no one to
rent them to this early in the day, if they were still in it after eight it
was going to cost him.

	A prospect that seemed not a bad idea until the teenager
turned over and saw the empty space on the other side of the bed.
Before he could ask the unspoken question that immediately
formed in his mind, the bathroom door opened and an already
dressed Caroline stepped back into the room.

	"So much for the idea of an early morning quickie,"  Thomas
said to himself with some reluctance.

	"I tried not to wake you,"  she said as she adjusted her
dress, "but I have a mid-morning appointment back in Lafayette
that I can't afford to miss.  As it is, I'll just have enough time to get
home and change before it."

	"That's okay,"  Thomas said with a forced grin,  "the
manager was just around announcing that our stay is up in twenty
minutes."

	"What can I say?"  Caroline said as she walked over to the
bed and leaned down to kiss him.  "Congratulations on making
Alpha Sigma Rho."

	"Oh yeah, that's right,"  Thomas said, having totally forgotten
what had led to last night.  "Thanks."

	"Well, I guess I'd better getting going,"  Caroline said as she
stood up and straightened out her dress.  "Be sure to give my best
to your family when you talk to them."

	"I will,"  Thomas promised.

	"But maybe you better not tell them exactly how we ran into
one another,"  she smiled.

	"No, I don't think that would be a good idea,"  he smiled
back.

	"Then, take care then,"  Caroline said as she reached the
door and then left without another word.

	After taking a quick shower, just long enough to clean off the
dried sweat of last night's exertions, Thomas threw on his clothes
from the night before and made it out of the room with a few
minutes to spare.  Out in the parking lot, he saw that the car with
his now fraternity brothers was still there, and sitting with the two
who had been there last night was Tim Nelson.

	"It's about time you showed up,"  Tim said, his voice showing
a touch of frustration that Thomas had not only passed the last
test, he evidently had done so with flying colors.  "You think we
have nothing else to do but wait around here all day."

	"Oh give it a rest, Tim,"  Carl Burke said.  "He passed the
test and now he's one of us.  If you can't handle that, well tough
shit."

	Tim didn't seem to have a retort, so he just kept his mouth
shut.  Thinking he should say something, Thomas apologized to
the other two for making them wait all night for him.

	"Oh we really weren`t obligated to wait after midnight,"  Carl
went on,  "we were just curious as to which of you were going to be
the last man standing, so to speak."

	Thomas seemed not to understand, didn't they know that
when he wasn`t out of there by twelve.  Seeing his confusion, the
Alpha Sigma pointed over Thomas's shoulder to another one of the
motel rooms.  Turning, to follow his gesture, the answer became
self-evident.

	There, standing in the doorway of a room two doors down
from Thomas was Tyler Wayne.  Who, at the moment, was getting
a very deep goodbye kiss from a long haired blonde.  The kiss went
on until a taxi cab pulled up in front of the room and the older
woman climbed inside it.  Just before she closed the door, Thomas
recognized her as Caroline's business partner, Mia.

	"Son of a bitch,"  Thomas muttered, trying to imagine what it
was that Caroline had told her when she'd gone back to the table
before leaving with him last night.

	"Why don't you and your friend climb in and we'll go and get
some breakfast,"  Ron James suggested,  "an early celebration that
you got it."

	"Sounds like a good idea,"  Tyler, who had just walked up to
them, said.  "I'm famished."

	"I'm sure you are,"  Carl laughed.

	"I think I'll pass,"  Thomas replied, thinking that for some
reason, he really didn't feel much like celebrating.

	"Okay, but if you change your mind, we'll be at the diner just
down the road, it`s just a few blocks."

	Watching them leave, Thomas turned and began to head for
the bus stop for the ride back to school.  When he reached into his
pants pocket for some change, he instead found a small business
card that he was sure hadn't been there before.

	On the front was the name of Caroline Wainwright along
with her office address and business and fax numbers.  It was only
when he turned it over that he saw that along with her private cell
number was her home address and a small note.  A note that said
that if he ever wanted to talk, or just needed a little stress relief, just
give her a call.

	Putting the card in his wallet as not to lose it, Thomas turned
away from the bus stop and now headed instead to the diner.
Suddenly, he too felt ravenous.

END