my friend Carolyn (M/F) | 2016

My friend Carolyn (M/F)

Me: 5'10", 165lb, athletic build, short brown hair, brown eyes with a stubbly beard thing going on

Carolyn: 5'2" ish, long blonde hair, 32D breasts, tight firm ass, six pack abs (her stomach is so toned and sexy it's incredible), broad shoulders on a strong frame, very much a step out of my league

We met at the gym. When I would go to the gym it was for one reason and one reason only. Work out. It was my only little zen place. I never wore headphones, never talked to anyone there just went and did my thing and left. During this time I was going six days a week, I had been single for a while and was actively whoring myself out when the opportunity presented itself.

On this particular day I was working back and shoulders and was doing god knows what activity in front of the big mirror, some kind of raise thing, as usual just minding my own business going through my paces. In the mirror I see a girl about five feet behind me mimicking my movement and staring at me. I finish my set and turn to look at her;

'Are you mocking me?' ' haha no, just looking for another exercise to try'

I'd seen her around the gym. She was gorgeous and she worked hard but she always had a guy or two that would be around talking to her. I found it a little off-putting and got the impression that she was trying too hard (I don't know how else to describe it). We introduced ourselves, she asked how old I was, I asked her the same.

'How old do you think I am?' She asked. I was 25 at the time and she seemed very mature and assumed she was the same age. '25?, how old do you think I am?' She guessed I was 19, a freshman in college (ouch).

'I'm 20' she said. 'I'm 25' I said.

She laughed and apologized while I did the same. We ended our conversation and went on with our separate workouts. From thereafter we would say hi when we saw each other. Nothing much to talk about. She was smart and extremely attractive but we never did more than have a 30 second conversation at most.

A few months later we had built a decent gym placed friendship. She approached me while I was finishing my session with some cardio on the bike and gave me her number, in case I wanted to do something some time or something along those lines. She left and I didn't think much about it. She caught me the following week and said she was going home for the summer (she was from out of state) and would see me when she got back. I told her to have fun and that was that.

About a month later I was on a wine tour ( yay for classy alcoholism) and I texted her in my drunken haze. It was a picture of the vineyard or something like that since I knew she enjoyed her wine. After realizing it was me she openly mocked me for having not texted her after getting her number a few months ago. My bad, I lack the balls required to text a girl I hardly know. That is neither here nor there. We texted here and there. I found out she was dating a guy who also went to our gym, I didn't know him, like I said I kept to myself, but we grew fairly close. Very much the definition of the friend zone which may sound awful but I got mine that summer from various sources so it was all good in my book with my relationship with Carolyn being very intellectual and obviously not physical.

That summer her and her boyfriend split for some reason unknown to me. Wasn't my concern and she didn't talk about which was completely fine. I volunteered my services to help her move into her apartment which was about a mile away from me. That's when our friendship took off. I would go over and mindlessly hangout. She would unpack and I'd lay there. I was one of those crazy organized people and she asked for advice on things to do in her apartment to keep it well organized. We were just friends who hung out. She'd come over to my place and do homework while I was being a pile after the gym. There's not much to talk about but needless to say I became more attracted to her cause I'm a guy and that's what happens. I learned more about her (and liked it) and she was still gorgeous so I really never had a chance. I thought she was a prude though. That's the one thing I remember. She never talked about guys at all. They hit on her a lot when she would go grocery shopping or the gym but she never said anything about them beyond that. She seemed prudish which was fine with me I just thought it was a little strange since like I said, she was a smoke show.

Things changed one day. She asked if I wanted to go to a movie, I can't even remember what exactly it was. We said we would get dressed up for no particular reason other than to do so. I sported some dress pants and a button down. No tie or jacket since I didn't want to go over the top. Where I went for it was with the flowers. A while back she had mentioned a florist in the city that she loved as we drove by it. I went in and got her a nice arrangement and with it I typed a little note up on a typewriter that I had purchased just for fun. The end result was very classy if I can say so myself. I showed up at her apartment flowers behind my back and her roommate opened the door. She was in this nice little skirt and blouse number that fit her curves perfectly. I remember thinking I should've worn the jacket but oh well. I slowly pulled the flowers from behind me and she squealed with delight and quickly got out a vase for them and arranged them how she wanted. She read the note and gave me a hug and told me how sweet the whole surprise was. I high-fived myself (not actually you weirdos, in my head). She had packed up books to bring over to my place afterwards unbeknownst to me and away we went.

We went to the movie. I remember enjoying it but still can't remember what it was. There was no arm around the shoulder, no snuggling in the theatre, nothing of note really that I can remember.

We got back to my place and still being dressed to the nines she asked if she could borrow a pair of sweatpants and a shirt. Of course. I changed into some and left her to my room with the sweatpants and and scrubby t-shirt of her choosing. She opened the door and I came back in and plopped on my bed. The conversation was about something relevant when I shared the fact that I had lied to her previously about not having any tattoos.

She laughed, 'No you don't!' (she had seen me with my shirt off and in shorts so there wasn't much place to hide.

I stood up and pulled down my sweatpants and rolled up my boxer briefs to show her a piece I had on my thigh. Discrete where no one would likely ever see it. She oogled it briefly and commented on my thigh muscle as I pulled my pants back up and plopped down on the bed next to her, my shirt riding up as I did. She looked down at my abs and started tracing a light line on them. They aren't perfectly defined (hers are) but they were good enough and the tension built slightly.

I could sense a shift in the mood and figured, 'fuck it' I'm going to try something.

'How about a massage before you study?' Note: has any girl ever turned down a massage? I didn't think so. She squealed again and rolled onto her stomach while i grabbed some lotion from the bathroom. I folded up her shirt and started on her low back, no harm there. I got to her bra and thwacked it a little;

'Do you want me to just work around this?'

She leaned back and unsnapped it and lifted off the shirt she had put on. Her bra remained on just unsnapped. I went back to work. She made quiet moans as I rubbed her tanned back and tried to conceal the erection that had sprouted as I straddled her back.

She looked over at me as I was working on her shoulders. 'I would really like to kiss you', great opening line me. Realllll smooth. 'I know' she said, 'but you've been sick'

This was true. I had been fighting the creeping crud and with her work/school schedule she couldn't afford to miss any time for anything.

Carolyn reopened the dialogue, 'You can, you just can't kiss my mouth'

I almost paused for a second at this somewhat strange directive before diving at her neck. I kissed, nibbled and sucked as she lifted herself off the bead and her bra fell away. Her tits. They were exquisite. Perky and soft with great tan lines from her summer outside that were still visible. Her hard nibbles that I eagerly fed into my mouth.

Carolyn moaned and squealed as I tackled her down to the bed. There was not hiding my erection at this point. I let my flag fly as I continued my assault and her neck and breasts. She reached down and grabbed me through my sweats.

She leaned up on a elbow, 'Wow' she reached into my sweats and briefs and grabbed bare shaft with her hand 'Wow'. Female flattery of the a guys penis is always appreciated. She started lightly stroking, I wanted to level the playing fields and pulled her off the bed and yanked down my sweats that she was wearing as she stood up.

A simple white thong. No lace, no design. Nothing. This was somewhat unexpected for a reason I could put my finger on. I shoved her back on the bed and good feel the heat radiating through that simple white thong. A lot of heat. I can't remember ever taking the time to appreciate this before and I could feel her dampness and my hand grazed her pussy through the fabric. She moaned some more. I slipped my hand into her panties and inserted a finger. 1 finger. Anything else would be impossible. Impossibly tight. She moaned. She squirmed. I couldn't imagine that anything more than a finger had ever been inside of Carolyn before. She grabbed my dick again and pumped it some while I pumped her in and out with my middle finger as I sucked her nipples and neck some more.

We stood up no she bent over the bed. Thong still on. Gorgeous muscular ass facing me. I reinserted my finger from behind and pulled on her long blonde hair. I could see the little devil in her eyes. Maybe she wasn't such a prude. Something about that look. She pulled off of my finger and gently pulled me into the bed. She kissed my stomach and pulled my sweats and briefs down to my knees. I sprung out and she grabbed me with her little hand, 'Wow'.

I'm moderately large. 8" of what I think is penis disproportionate to my height and build but I'll take whatever gifts I can get. She stroked a few times and licked the tip. That same look in her eyes when she looked up at me. Was she some kind of secret slut? Who knows. I didn't care when she took the head in her mouth and bobbed. She took more and more and ended up with a bit more than half of it in her mouth. She removed her mouth, stroked a few times and tried again to a similar result.

'I've never not been able to fit the whole thing' 'Aha!' I said in my head, 'Secret slut uncovered'. Not really but her aura of prudeness was fading.

She sucked me for a few minutes with varying degrees of skill before calling it quits. I pushed her back down and reached the sides of her panties intent on pulling them off when suddenly;

'Woah!' That was unexpected, 'I don't think I'm quite ready for that'

Honestly I just wanted to go down on her but boundaries are boundaries. We got redressed in our comfy clothes, her sans bra and downstairs we went for tv (me) studying (her).

10 minutes into her studying she moved from the love seat to straddle me on the couch. She ground into me and I quickly stood her up, pulled the sweats down and immediately inserted a finger. Still soaked. Still ungodly tight. I yanked her hair and pounded my finger in and out of her until she collapsed forward onto the couch.

She pulled herself together. Went back to the love seat and got back to her studying. I was left completely baffled at how the night had unfolded as my roommate pulled in the driveway and walked in the door and up the stairs none the wiser.

'That was close'... Yes, it was.