Caroline and Mr. White Part One

My name is Caroline and I am an exhibitionist. Well, I don’t know if there is a technical definition and if I qualify under that definition, but I know that I get very excited whenever I am accidentally or purposely exposed to men or women. I think I discovered flashing, and how much I enjoyed doing it, when I was in high school. I used to sit in the library during study hall and Arnold would sometimes sit across from me at the same table I did. There were about twenty tables, each only large enough for four people to sit, two on one side of the table and two on the other. I really didn’t know Arnold at all except to see at study hall. He never seemed to notice me and I don’t know that I would have cared if he did. This was soon to change.

One day at school I was wearing a light blue dress with a square cut neckline with white silk embroidery. It wasn't low cut at all, so I was sure that it was a very decent dress, the kind my mom and dad thoroughly approved of. I had a lot of Latin homework that day and spent more than two hours getting it all done. When I finished studying for algebra and history, I stood up and then bent over the table to pick up my books. I hadn’t realized it but the neckline must have fallen away from my body and some of my breasts were exposed. I happened to glance over at Arnold and saw that his eyes were looking down my dress and were wide open. I looked down my front and saw that, actually, quite a lot of my breasts were exposed. I had an old bra on that wasn't quite big enough for the amount my breasts had grown since I had gotten it. It covered my nipples and a bit more, but not a lot more. The rest of my breasts were spilling out and it looked as if my nipples might pop out at any time. I glanced back over at Arnold. Just then Arnold's eyes looked up and saw mine looking at him. He turned bright, bright red.

At first I was angry at him for looking down the front of my dress. Then I realized it had made me feel very excited knowing that he had been able to see my breasts. And that he wanted to do so. In fact, I was quite wet on my walk home after leaving the library while thinking about Arnold staring at my breasts. After that I tried to wear dresses with scoop necks as often as I could. While in them, I would sometimes be "careless" about bending over. Not just in the library across from Arnold, but in some of my regular classes as well. I always made it seem as if I didn't know that any part of my breasts were showing, but of course I was fully aware of what I was doing, and I was very aroused by doing it.

Then one day in the library Arnold dropped his pencil and bent under the desk to retrieve it. I had never paid much attention to how my legs were positioned when they were under a table. I realized while Arnold’s head was under the table that my legs were wide open. Arnold must have gotten a pretty good glimpse of my panties. That excited me even more and opened up new possibilities for me. After that, Arnold began dropping his pencil quite a lot, and I made sure to spread my legs whenever he did so.

Next I bought a pair of see through panties at the mall. I didn't let my mother see them because she always bought me white cotton panties, which she thought were what “nice” girls should wear. I couldn't wait to get to the library for study hall the first day that I wore my new panties. I was hoping as hard as I could that Arnold would be there. I was elated to see when I got inside that he was there, in his regular seat across from where I normally sat. And that “my” chair was vacant. My heart was really pounding. I had worn a frilly white skirt which was a little shorter than I usually wore. I wanted to be sure he would get a really good look. Before too long I hear Arnold say, “Oops, dropped my darn pencil.” As he started to bend down, I opened my legs really wide. I could actually hear him gasp as he saw for the first time the dark blonde hair covering my pussy. The panties were so clear it was almost like not having any on. I was more than excited; I was thrilled.

So was Arnold. I knew he was, and so did everybody else, because just then the fire alarm bell went off and we all had to get up and leave the library to go outside. Arnold tried to put his books in front of him but before he could do so I saw, and the other girls at the tables around me saw, that he had an erection sticking straight out in front of his baggy pants. We all started giggling and then filed out.

On the following Friday I went over to my friend Jennie White’s house to study after school. There were a few light snow flurries but I didn’t think anything of it. We were having a big English history exam the following week and really needed to study hard for it. Jennie and I wanted to go to the same universities and we knew we needed to have really good grades to get accepted to any of them. We spent several hours quizzing each other on dates and battles and kings and that sort of thing in Jennie’s bedroom before her mother came in to ask if we had looked outside lately. We hadn’t. When we did, we saw that a huge amount of snow had fallen without us even noticing.

Jennie’s mom said that it would be too dangerous for me to try to go home before the roads got plowed. She said that she would call my mom and see if it would be okay for me to spend the night with them. I protested that I didn’t want to be a bother and that I didn’t have any pajamas. Jennie’s mom said I wouldn’t be a bother and that I could borrow one of her nightgowns (Jennie was a lot smaller than I was, especially in the breasts, while her mom was rather larger than I was). She said that as Jennie’s dad traveled a lot he had several of those goodie bags that airlines give out containing tooth brushes and tooth paste and stuff like that. My mom thanked Jennie’s mom and told her that of course it would be all right for me to spend the night with them.

Jennie and I studied for another hour and then her mom called us in to dinner. After eating with her mom and dad (who was in his early forties, was very good looking and was in excellent shape from all the workouts he did with the equipment in their rec room) and some more studying, we got ready for bed. Jennie kept her panties on under her nightgown but I have never liked to sleep in my panties so I was naked under her mom’s rather large cotton flannel nightgown. It had thin straps holding up a shapeless sort of gown. It was a bit low cut, but definitely not enough so to be considered sexy by anybody but a flannel freak.

Jennie and I walked out to the living room to say good night to her parents. Her mom kissed me on the cheek and I walked over to her dad to kiss him on the cheek. He was sitting down in his easy chair so I had to bend over to reach his cheek. As I did so, the left strap of the too large nightgown slipped off my shoulder and my entire left breast became bare. Jennie’s dad looked directly at my nipple, which was rapidly becoming erect and his eyes widened. I quickly pulled the gown back up and gave him a little kiss on the cheek. He seemed to be looking at me differently from the way he had always looked at me before. No one except him had seen the nightgown slip off my breast.

I was so excited at the thought that Jennie’s dad had seen my breast, and had appeared excited at the sight of it, that I could barely sleep. Jennie had twin beds separated by a night stand so I very quietly played with my pussy and my nipples for quite a while before falling asleep.

In the morning, Jennie and I went out to breakfast still wearing our nightgowns. I saw Jennie’s dad looking at me speculatively. I thought he might be wondering whether the nightgown might slip down off my shoulder again. I didn’t want to disappoint him, though I knew I would have to be careful so that neither Jennie nor her mom would see. When both of them had gone into the kitchen to get the breakfast dishes and bring them into the dining room, I managed to drop one of my hair ribbons onto the floor and, in order to get Jennie’s dad’s attention, I said, “Oh darn, I dropped it.”

I bent down to pick it up, with my back to the kitchen and my front facing Jennie’s dad. As I had hoped, and with only a little help from me squeezing in my shoulders as I had practiced in the bathroom that morning, the night gown slipped off again. Only this time both my breasts were bared. And Jennie’s dad stared directly at my breasts. I waited a few seconds and then, as if I had only just noticed that my breasts were exposed, I excused myself and pulled the gown back up. Jennie’s dad said that that was okay, that the nightgown seemed a bit large for me. He didn’t mention having looked at my breasts. I was so excited that I had been able to turn on a good looking older man that I could barely get any oatmeal down.

Having discovered how exciting flashing could be for me, as well as for the man who saw me, it quickly became second nature for me to flash whenever I got the opportunity. I began practicing on the buses in town. The first two seats on the municipal buses faced towards the rear of the bus. The rest of the seats faced toward the front. Most people don’t like to ride backwards so the first two seats were always the last ones taken. I started sitting in those seats whenever possible. If a man was sitting across from me, or across the aisle from me, I would take out a book to read and then, as if unconsciously, let my legs gradually spread a little bit apart. My legs aren’t skinny at all, but they definitely aren’t thick, so with my knees spread even a little bit apart, and with the right sort of skirt on, anyone sitting across from me could see all the way up to my panties. I found that I really enjoyed seeing men’s eyes riveted between my legs. It was very exciting and gave me a sense of power at the same time.

A few weeks after I had stayed over at Jennie’s because of the snow I visited Jennie again. This time we had arranged with our parents for me to stay overnight at Jennie’s so I brought things to change into for sleeping and for the next day. Jennie’s dad seemed very pleased to see me. Her mom, too, but her dad in a different way. I hoped he wouldn’t be disappointed.

After dinner and studying Jennie and I changed into our bed clothes. Jennie wore the same nightgown she had worn previously and again wore her panties under her nightgown. Her panties were the same white cottons my mom always bought for me. I wore a very short white night gown of a diaphanous material. You couldn’t quite see through it but you almost could. When I looked in the mirror I could see a slight darkness where my nipples were and a definite darkness where the hair covering my pussy was. I tried to strain my neck backwards to see if I could see the crack of my ass but I only ended up hurting my neck and I didn’t want to ask Jennie to check. In any case, I knew that with sunlight behind me you definitely could see through the nightgown in some detail. It had a fairly low vee neckline which showed a lot of the swell of my breasts. I had practiced bending over in front of the mirror at home and I knew that from the right angle you could see all of my breasts and my nipples and even the dark triangle of hair covering my pussy. (I hadn’t started shaving or even trimming there yet). I had been a little worried that Jennie might think my nightgown was too sexy but since she couldn’t think of her parents looking at her in a manner that would acknowledge that she was becoming a woman, neither could she imagine them looking at me like that.

Jennie and I went out to kiss her parents good night. I was pleased to see that her mom was still sitting on one of their two couches in the living room while her dad was sitting on the other one which was parallel to the first with a low glass top coffee table in between. As we walked in I saw her dad quickly glance up at me. I could tell that he had been interested to see what kind of nightgown I would be wearing. I was thrilled that he cared. His eyes seemed to narrow a bit as he was trying to make out whether he could actually see through the material of my gown or not. I hoped he would keep looking at me.

Jennie kissed her mom first and then began to walk over to kiss her dad, who still had his eyes on me. I turned my back to Jennie’s dad and bent over from the waist to give her mom a kiss while I said, “Good night, Mrs. White.” As I did so, and as had happened when I had practiced before the mirror in the bathroom for the week before going to Jennie’s, I could feel the hem of my nightgown pulling up over the cheeks of my bottom, leaving most of my ass, and my pussy, exposed to his view. As Jennie was walking away from me and looking at her dad, I knew that she wouldn’t be able to see how much of me her dad was able to see. Even so, I didn’t dare stay in this position for too long in case Jennie should glance back at her mom and me.

When I stood up and turned toward Jennie’s dad, I could tell that he had definitely been looking at me. I glanced down toward his lap to see if what had happened to Arnold had happened to him as well. It wasn’t sticking straight out in front of him as Arnold’s had been, but I could tell for sure that he had an erection. And I was so happy that I was the cause of it.

But I had a problem. I wanted Jennie’s dad to be able to look down the front of my nightgown and see my naked breasts and my nipples and my pussy when I bent over to give him a kiss. But I certainly didn’t want Jennie’s mom to see my naked ass. So on my way between the two couches I turned to Jennie’s mom and asked, “Could Jennie and I please have some warm milk before we go to sleep?”

“Of course, dear, I’m sure that will help you to sleep.” As I had hoped, she stood up immediately to go into the kitchen. Even better, Jennie said, “I’ll help, mom,” and she went into the kitchen as well. I walked over to where Mr. White was sitting. As I bent over in front of Jennie’s dad I put my hand on my shoulder strap, which I knew would cause him to look in that direction, and said in a low tone of voice, “I hope I don’t fall out of this nightgown, too, Mr. White, I wouldn’t want to embarrass you again.”

He laughed while looking down the front of my nightgown where I wanted him to and said, “I wasn’t embarrassed, Caroline, you have become a very pretty young lady.”

“Do you really mean it?” I asked.

“Of course I do. And I must say this nightgown looks a lot prettier on you than my wife’s did.” I thanked him, gave him a peck on the cheek and finally stood up just before Jennie and Mrs. White came in with the warm milk. I despise warm milk and would never drink it at home but it had been the only thing I could think of that would get Mrs. White out of the way for a moment. Jennie and I took the milk into the bedroom. I forced myself to drink it and then went to bed, where I played with myself for a very long time; especially after I could tell from Jennie’s regular breathing that she had fallen fast asleep. Finally, very contentedly, I fell asleep too with my right hand still between my legs and my fingers in my warm wetness.

The next morning, as usual, I woke up early. Jennie was still fast asleep but I could hear someone out in the kitchen moving around. Then I remembered that Mr. White had said that he had an early indoor tennis game. I hopped into the bathroom, peed, washed my hands, brushed my teeth and ran a brush though my short dark blond hair. I quickly massaged my nipples and was very pleased to see that their stiffness was quite visible through the thin material of my nightgown. As always, I didn’t have any panties on under the nightgown. I went out into the kitchen, closing the bedroom door quietly so as not to awaken Jennie, while hoping the door wouldn’t squeak as it usually did. To my great delight it was Mr. White in the kitchen and not Jennie’s mom up early to fix breakfast for her husband.

And to my even greater delight, it was a very sunny day, even if it was still cold outside and there was snow on the ground. The Whites had a large picture window in the kitchen which gave them a lovely view of their garden. It also allowed the sun to stream in. I said a cheery good morning to Mr. White who smiled happily as if he was genuinely glad to see me. He was already dressed in his tennis shorts and had his tennis cover-ups in his arm. I quickly walked around so that the morning sun was behind me shining through my nightgown. I followed Mr. Gibbon’s eyes as they moved down to the area between my legs, which I had conveniently set fairly wide apart. His eyes widened as he could now see my pubic hair almost as if I didn’t have a nightgown on. I stayed in that position for a couple of minutes while we were talking about his tennis match and then turned sideways. While we were talking my nipples had hardened even more and now they were very noticeably erect, and completely perceptible to his eyes because of the sun shining through the material. My pubic hair, which I had fluffed up in the bathroom before coming out, was also evident from this new view. Mr. White seemed to stammer just a bit as we talked.

This was very exciting to me but I wanted Mr. White to see more of me and I had the feeling that he did as well. Then I remembered from when I had visited them in the snow storm that Mrs. White kept the orange juice on the bottom shelf in the refrigerator. I quickly moved to open the refrigerator door while still talking to Mr. White and then, standing with my legs as straight as possible, bent over totally from my waist to search for the orange juice.

This time I could feel the hem of my nightgown slide all the way up my bottom so that it was completely bare. I moved my legs a little further apart as if to provide a better balance for my search and managed to push my ass a little backward and upward to ensure that my pussy was totally in view. I could feel it getting wet but somehow I didn’t think that Mr. White would mind. I pretended that I couldn’t find the orange juice and after searching for several minutes while carrying on a running, if somewhat disjointed, conversation, called out to Mr. White. “I’m sorry, Mr. White, I can’t find the orange juice. Can you help me look for it?”

They had a Cold Storage refrigerator which was very large so there was plenty of room for both of us to rummage through the refrigerator. Mr. White came up behind me but although there was room for him to be beside me he remained with half of his body behind my right side. A delicious shiver went down me as I could feel his bare left leg lightly and then more firmly pressing against the back of my bare right leg. We stayed in this position for several long thrilling seconds. Then Mr. White reached across me and said, “Maybe it is over to your left, Caroline.”

And with that his left leg, as if by accident, slid to my left and nestled itself firmly against my naked pussy and ass.

I gasped, but immediately pushed back against him. Mr. White understood this to be the invitation that it was. He put his hands around my waist and pulled me even more firmly back against his leg. Then he moved to his left and I could feel his erection, through his tennis shorts which I wished so much he hadn’t had on, pushing against my pussy. He dipped and then raised his knees repeatedly as he slid his erect but cloth covered cock back and forth up my pussy to my ass and back. I was in heaven. Heaven became even better in just another minute or two when Mr. White, with his cock still firmly pressed against my pussy, bent further over me and moved his hands to cup my breasts through my nightgown. His fingers quickly found my stiff nipples and caressed them. In another minute, the nightgown wasn’t covering them any longer. Mr. White pulled my straps down and bared my breasts, as I hadn’t even dared hope he might do. I couldn’t believe how wonderful it was to feel his firm but gentle fingers caressing my nipples. I moved my bottom from side to side against his erection, enjoying the different feelings of having it pressed more against my right cheek or my left cheek or squarely in the middle.

My breaths were coming in shorter and shorter gasps as the sensations shooting from my nipples to my pussy continued to intensify. Just when I thought I was about to burst with pleasure we heard the squeak of Jennie’s bedroom door. Mr. White quickly jumped back. I stood up with the orange juice in one hand while with my other hand I pulled up my nightgown and adjusted the straps. I put the orange juice down on the table and moved so that I would be away from the window and its stream of light. Jennie padded into the kitchen and said, “Good morning, dad, morning Caroline.” Then she glanced down at her dad’s front and said, “Oh, daddy, you’ve spilled some tea or coffee on your tennis shorts.”

I looked where Jennie’s eyes were looking and saw that there was indeed a wet spot where the head of his then erect penis had been a couple of minutes ago. He still had an erection but it was rapidly subsiding, something Jennie didn’t seem to have noticed. “Oh, you’re right,” he said. “How clumsy of me. I had better go change quickly or I will be late.”

Jennie and I had orange juice, cereal and tea and then went back to her bedroom to change for the day. If she noticed the aroma of my arousal she didn’t mention it. I hoped there would be another occasion to come visit her soon. An opportunity arose about a month later, but not exactly to visit Jennie. It was our spring vacation. Jennie and her mom were taking a trip to visit some of the colleges that Jennie thought she might be interested in. Since we were both interested in the same schools she asked if I would like to come along but I had already signed up for the girls’ track team and there were going to be practices throughout the vacation. Jennie said how sorry she was that I couldn’t go with her, and I was too, but Jennie promised she would tell me about each of the schools in great detail.

On the evening of the second day of the vacation I called Jennie’s house and introduced myself on the phone when Jennie’s dad answered. “I’m sorry, Caroline, Jennie and her mom have gone on a trip. Didn’t she tell you?”

“Yes, she did, Mr. White. I know this is presumptuous but I was wondering if I could come over and use some of the equipment in your gym. It obviously has worked wonders with you as you’re in really good shape and I want to get in as good shape as I can for the track season.”

“Why thank you, Caroline, that’s a very nice thing to say. Of course you can come over any time I’m home. When would you like to come?”

“Would tomorrow be okay? Around seven?”

“Sure, I’ll look forward to seeing you then.”

“Oh, and Mr. White, if you have time could you please show me how to work some of the equipment? I’m not sure I know how to use it all and I want to be certain to use it correctly.”

“Of course, I’ll be happy to.”

I was thrilled. In bed that night I came twice before I could fall asleep. Early the next evening I packed a gym bag with my purple thong leotard, blue shorts, sweat socks and my tennis shoes. My plan was to wear just the leotard but I brought the shorts in case Mr. White would object when he saw my bare bottom in the leotard. I had already told my mom the day before that I was going to use Mr. White’s gym equipment and she had complimented me for wanting so much to get into shape as quickly as I could. Just before leaving home I put on my shortest skirt over my transparent panties that my mom still didn’t know I had, and a scoop neck blouse. For a bra I chose the one that Arnold had first seen me in which I knew would show a lot of my breasts if I had an opportunity to bend over.

I rang the doorbell promptly at seven. Mr. White must have been waiting at the door because it opened immediately. “Good evening, Mr. White, thank you so much for letting me use your equipment.”

I didn’t know the term double-entendre at the time but Mr. White obviously knew one when he heard one. He laughed and said, “You’re welcome. You can use my equipment any time you want to, Caroline.”

“Is there some place I can change into my gym stuff?”

“Sure, there’s a bathroom just off the exercise room. You can change there.”

We went downstairs to the finished basement and into the exercise room. I was very impressed. All four walls were lined with mirrors which made an already very large room seem enormous. Mr. White had almost as much equipment as the fitness center I sometimes used. Not as many of each kind, of course, but as much variety. There was a Universal Fitness Station, an In Flight Multi Lat Arm Machine, a Maximus Abdominal/Back Machine, a Maximus Fitness Bench and Shoulder Press, a Precor Adductor, a Tunturi Rower, a Matrix Upright Bike, a Noramco Super Treadmill, several racks of free weights and a floor mat. Almost all of this equipment had model numbers but it was all I could do to memorize the brand names so I could tell my mom what kind of equipment there was. I don’t know how good the equipment was but it certainly looked expensive. Jennie had told me that her dad spent a lot on his exercise equipment and I could believe her. It certainly looked like first rate stuff.

I told Mr. White how impressed I was with his exercise room and then said that I doubted I would ever be able to learn how to use it all.

“Nonsense, Caroline. You’re a very intelligent young lady. I’ll show you how to use each piece of equipment and stay here while you use it long enough to be sure you’ve got it down pat before we move on to the next piece of equipment. You don’t mind my remaining here to see how you’re progressing, do you?”

“No, not at all. I would really appreciate it so I can be sure to do the exercises the right way.”

“Why don’t you go on in there and get changed?”

I looked to where Mr. White was pointing. There were two swinging doors like in an old time Western saloon. The top of the doors was at my shoulders and the bottom just above my knees. The doors weren’t solid but rather were stationary slats positioned at a very slight vertical angle. The slats didn’t overlap so there were spaces in between each slat. From where I was standing I could see right through them to the sink, the toilet and the shower stall. Mr. White saw the look of slight consternation on my face.

“I hope that will be all right. You can use the bathroom upstairs if you would rather.”

I gulped slightly, “No, I’m sure this will be fine. See you in a couple of minutes.”

I walked through the swinging doors into the bathroom. I had never seen anyone put swinging doors on a bathroom before. I couldn’t imagine anyone actually, well, you know, going to the toilet in a major way in a bathroom with doors like these. Fortunately, I didn’t have to. I just needed to get changed. Well, I thought, this is what I wanted; it is just a little sooner than I thought would be the case. At least now I knew for sure I wouldn’t need to bother with the gym shorts. There was a mirror alongside the wall where the sink was. The toilet was at the far end of the room away from the swinging doors and the shower was on the opposite side of the white painted bathroom from the sink. I closed the lid of the toilet to make a surface on which to put my clothes. I turned toward the mirror behind the sink and pulled my blouse up and over my head. I thought I detected a slight intake of breath from out in the exercise room but I couldn’t be sure. I quickly unhooked my bra and took it off.

I looked at myself in the mirror and saw my nipples beginning to become erect. They looked very pretty to me. They were light pink surrounded by slightly darker areolas. I didn’t know if my breasts had finished growing or not but I knew that I needed a 35C bra.

I finally realized that I was standing there mesmerized while admiring my breasts and if Mr. White actually was watching he must be concluding that I was pretty strange. I quickly unbuttoned and unzipped my skirt and stepped out of it. I tried to think of a good reason to turn full frontal toward the swinging doors so that Mr. White could see how totally transparent my panties were but I couldn’t think of a single one so I simply pulled them down and stepped out of them. Now I did turn toward the door. I stepped to it and opened it a bit, knowing that this would expose at least half of my body to Mr. White.

“Oh Mr. White. I’m sorry but I forgot to bring my gym bag in here with me. Could you bring it to me, please?”

“Of course. Oh, I see it. It’s over by the door. Just a minute.”

I watched as Mr. White walked over to the door to retrieve my gym bag. I wished that I could say that I had been clever enough to deliberately forget to bring it into the bathroom with me but the truth is I was so excited at the thought of getting undressed where I knew he could watch that I simply forgot it. Mr. White brought the bag over, looking at me, though not at my eyes, the whole time.

“Here you are.”

“Thanks, I’ll only be another minute or two.”

“Take your time, it’s early and I don’t have anything planned for this evening.”

His eyes seemed to be boring a hole in my pussy, which was rapidly becoming moist. As I closed the swinging door another thought hit me. What if I made a big wet spot on my leotard? Oh, how embarrassing that would be. But on the other hand, would that actually upset Mr. White? With that happy thought I opened the gym bag and began to put on my leotard. Then I thought better of that and took out my sweat socks and tennis shoes. I walked over to the toilet, moved my clothes slightly aside and sat down. Then I leisurely put on one sock and then the other. As I put on each sock I put my leg up over my knee. I knew that Mr. White, if he was looking, could see right into my pussy, the lips of which had now parted, as they always did when I became sexually excited.

Once I had my socks on I stood back up and put my leotard on. I turned around so that my back was to the swinging doors and so that Mr. White could see that it was a thong and that all of my bottom was bare as the thong strap was very thin and had disappeared into the crevice between my cheeks. I picked up my tennis shoes, then turned back around, sat down and put them on. Now I was ready.

I walked out through the swinging doors and into the exercise room. Mr. White smiled broadly.

“That’s a very pretty leotard, Caroline, it really becomes you.”

“Thanks Mr. White. This is the first time I have worn it. I hope it will be okay.”

“Oh, I’m sure it will. Why don’t we start with the treadmill? I always do ten minutes or so on the treadmill and then another ten minutes on the stationary bike or the rower before using the other equipment.”

“Okay. I’ve used a lot of treadmills but never one quite like this. It looks really nice.”

I walked past Mr. White to the treadmill. I heard him gasp, then try to cover it up with a cough. I guess he hadn’t been watching me put my leotard on and hadn’t realized that it was a thong and that my entire bottom would be essentially naked. I tingled with excitement. Mr. White followed me over to the treadmill and explained the various settings to me. There were a lot of different programs that could be selected and he explained what each was. There was also a manual setting which left the speed to the walker’s control. I started out with that and gradually increased the speed until I was jogging and finally running as hard as I could. I didn’t do a full ten minutes because I wanted to have time to try all the other equipment, but I learned how to use the machine.

By the time I got off the treadmill I had worked up quite a sweat. The moisture was seeping through the leotard and turning it dark around my breasts and my waist. I hoped my deodorant would prove strong enough as I knew I would just die if I began reeking of body odor. We went over to the stationary bike, which I said I preferred to the rower. It was the most complicated one I had ever seen. It had a large screen which changed with the selections that you made. As Mr. White began to explain all the alternatives to him he placed his hand on the small of my back. After he had finished I climbed onto the bike. As I did so, I felt his hand slip down from the small of my back to my bare bottom. It lingered there for just a minute or two before sliding off. Now my pussy began adding a lot of its own moisture to the sweat that was already seeping through my leotard.

I spent several minutes on the bike, during which I became significantly sweatier. Now the whole top of the leotard had turned dark with sweat. The wetness against my nipples in the air conditioned room had made them turn into little rocks. I have always been thrilled that when erect they become almost an inch long, but now I was embarrassed that they were sticking out so far and that Mr. White was staring straight at them.

He guided me over to another machine, managing to stay behind me with his hand on my back just above my ass as we walked. I wasn’t sure exactly how to even get onto this machine so Mr. White positioned me properly, in the process holding onto both cheeks of my ass. He was pretending that this was all in the nature of showing me how to use the machine and I was pretending that I wasn’t getting a wonderful sexual thrill from the feel of his hands on my bare skin.

After spending a few minutes familiarizing myself with the machine we repeated the process with the one next to it. Mr. White again needed to move my body into the right position. This time his hands lingered for quite a while on my ass. And even seemed to caress it just for a tiny bit. I enjoyed that a lot. And wanted more of it. I climbed off the machine and then climbed back on, but not the right way.

“Oh dear, I’m sure this isn’t right. I’m sorry Mr. White. Could you show me the correct position again? I’ll really try to remember it this time.”

“Of course. Here, let me help you.”

I think he was getting the message I was trying to convey. This time he firmly grasped my buttocks and then slid his fingers into the crack between them. He massaged me there for a couple of minutes before positioning me correctly. I was loving it. Then I had a small inspiration. I reached up and began rubbing my shoulder around the strap of my leotard.

“What’s the matter, Caroline?”

“My leotard is chafing my skin. I’m not sure why but it is very uncomfortable,” I complained as I rubbed my shoulder more vigorously. After a couple of minutes of rubbing I turned my attention to the machine and concentrated on learning how to use it. When I got off that machine, though, I tugged at the crotch area of my leotard. Naturally Mr. White’s eyes immediately went to that area.

“What is it?”

“I’m really sorry, Mr. White. Now it is chafing down here, too. You can’t actually exercise when you are trying these things on in the store so there was no way to know it would hurt me so much.”

“Would you like to stop now? Even though you haven’t learned how to use the rest of the equipment?”

“No, I really want to learn. I need to get in shape as soon as I can and I know these machines will help me a lot.”

“Well, I hate for you to be in so much discomfort. Do you have anything else you could change into tonight?”

“No, I didn’t bring anything, darn it. But, well,…..”

“Yes, Caroline?”

“Well, I know you have already as much as seen me naked when I was here the last time so there’s really need for false modesty. Would it embarrass you too much if I took my leotard off and exercised without it?”

“Why, uh, no, Caroline. I’m pretty sure I could handle that. Are you sure you really want to?”

“Oh yes, Mr. White, I really want to win the hurdles this year and I would like to be in good enough shape to win the first meet which is only a few weeks away. It would be great if I could win big so that my opponents will be afraid of me for the rest of the season.”

“Well, it’s fine with me if you don’t have a problem with being naked in front of an old man.”

“You’re not an old man, Mr. White. And you’re in really great shape.”

“Why thank you, Caroline. On both counts.”

Without waiting for Mr. White to change his mind I pulled the straps off my shoulders and down over my breasts. My nipples were still very erect and became even a little more so as Mr. White stared at them. I massaged my shoulders and then my breasts and let my fingers play over my nipples.

“It feels so good to get that leotard off my shoulders, Mr. White. I can’t tell you how much it was hurting.”

He seemed to try to say something but nothing came out. I then tugged the leotard down over my hips and felt the rush of cool air on my pussy as it emerged into view. I knew that Mr. White’s eyes had moved down from my nipples to my pussy, which is where I wanted them to be. The leotard was quite wet so I actually had to struggle to get it down over my hips and onto the floor. I stepped out of it, bent over from my waist to pick it up with my ass sticking straight up at Mr. White, and carried it into the bathroom where I hung it over the shower curtain. I walked back out and saw Mr. White devouring my body with each step that I took. My pussy lips and my pubic hair were glistening with moisture, which I’m certain Mr. White could see. I glanced down at his trousers. He must have repositioned his cock because I hadn’t been able to see if he had an erection before but now it was pointing up at his waist and was very prominent. I thought of how much I would like to see it outside of his trousers and became even moister.

Mr. White brought me over to the next machine, the Precor Adductor, and then I realized that maybe I should have waited until after that machine to take my leotard off. It was a leg spreader where you put your knees outside of the pads and then close your legs against the resistance of the weights and then reopen them, slowly. And then repeat the process for twenty or thirty or more times. I knew that my pussy lips would spread wide open in the process of doing this. I was so embarrassed, but so excited. I willingly let Mr. White help position me in the machine and even pretended that I was getting it wrong so that he had to lift my legs and put them in the right places on the pads. When he did so his hands slid down from my ankles over my calves, past my knees, and up my thighs, stopping just before he reached my very wet and very open pussy.

“Ouch, I think I got a cramp in my thigh.”

“Would you like for me to massage it?”

“Yes, would you please? Ooh, it really hurts.”

It didn’t of course, but I had really liked the feel of his hands near my pussy. He moved both hands to my upper thigh and began to massage. “Is this where the cramp is?”

“Almost. It’s actually a little higher up. Is that okay?”

“Oh sure, I know how difficult it can be to massage your own cramp. It works much better if someone else does it for you.”

“Thank you so much, Mr. White, you’re a life saver.”

He moved his hands higher on my thigh. Both of his index fingers were pressing lightly against my pussy lips, and getting wet in the process.

“I’m so sorry, Mr. White, I’m afraid I really perspire a lot when I exercise.”

“That’s okay, Caroline, all good athletes do, males and females alike.”

I’m sure they do, but male perspiration doesn’t smell like vaginal excretions and neither does female perspiration but that was what was making his hands wet. He didn’t seem to mind at all and in fact began massaging more vigorously. His hands moved ever more firmly up against my pussy lips. Then his thumbs began to move up and down my slit with each upward thrust of his hands. My clit popped out and pretty soon his thumbs found that as well. My breathing was becoming heavier and heavier.

“Are you okay, Caroline?”

“Oh yes, but please keep going, the pain is almost gone.”

Mr. White did keep going and the heat in my vagina kept increasing. His hands and thumbs were getting soaked and I was totally losing control. After a few more minutes I arched my back and thrust my hips up into his hands and had a powerful orgasm, clenching my teeth to keep from crying out. It took a few minutes before I could breathe normally again.

“That felt really good, Mr. White. Now the cramp is all gone.”

“I’m glad, Caroline, should I kiss it and make it well.”

“Yes please, that always helped when I was little.”

Mr. White bent down and kissed my upper thigh, then moved his head up and kissed my pussy. He slid his tongue up my slit until he found my clit. Then he did something wonderful with his tongue, moving it very fast all around my clit. I had never had a tongue on my clit before. The sensation was almost indescribable. It was the most wonderful thing I had ever felt. I thought I was going to have another orgasm at any moment. Then Mr. White sucked my clit into his mouth and began sucking on it like a baby with a nipple. And that is when I came again. This time my clenched teeth did no good and I made an embarrassing amount of noise as I thrashed around with his lips firmly clenched to and sucking on my clit and my hands clutched to his head holding him tightly against my pussy. It took several minutes for my spasms to subside.

When I could finally talk I said, “I think the cramp is all gone now, Mr. White. Thank you so much.”

His lips finally let go of my clit and he lifted his head. “Yes, you seem much better now. I’m glad that helped. Are you ready to try the exercises now?”

I nodded, put my legs in the proper position, which I could feel opened my pussy lips extremely wide and slowly pressed my knees together. Then I let the pressure of the machine slowly spread them again. I repeated this twenty times, with my pussy lips opening and closing each time. Mr. White stood at my feet, gazing raptly at my pussy. Or really, inside my pussy as I’m sure he could see at least several inches into me. I had never seen myself that intimately and I was dying to know what I looked like there but I didn’t dare ask.

I glanced down again at his trousers. The head of his penis was clearly visible, as was his entire cock. It had grown so much that it was almost pushing out of the waist band of his trousers. If he hadn’t had a belt on I’m sure it would have been. I thought about how it would feel inside me and almost had another orgasm all on my own. I was wondering how I could get him to take off his trousers when the phone rang upstairs. At first he continued standing there staring at my open vagina but on the third ring he spoke.

“I had better go get that. It is probably my wife or Jennie calling to let me know how they are.”

“Of course. You can say hello to Jennie for me if you want.”

“I’m not sure that would be a really good idea, Caroline. Perhaps we should just keep your workout between ourselves.”

“Okay, Mr. White, whatever you say.”

He walked upstairs and I heard him answer the phone. He was right. It was his wife. I followed up the stairs, still naked, and walked over to where Mr. White was sitting on the couch and talking on the phone.

I mouthed, “Can I get some water?”

He nodded and I walked into the kitchen and poured myself a glass of water, being careful not to make too much noise while doing so. Then I walked back and stood in front of Mr. White, with my still very moist pussy about a foot from his eyes. I slowly drank the water while he talked to his wife on the phone. In a moment his spare hand reached out and caressed my thigh. I took it and moved it up to my pussy. He looked up at me quizzically.

“Please,” I whispered.

He complied and his fingers explored my vagina and my clit while he continued to talk on the phone. I looked down to stare at his hand as it buried itself into my vagina. Then I saw his watch and to my horror realized that it was past ten o’clock and I had told my mom I would be home by ten at the latest. I tapped his watch and whispered, “I have to go.”

I pulled myself off his hand, which made a little slurping sound as it came out of me – I hoped his wife couldn’t hear it. I whispered, “Tomorrow night?”

He nodded his head up and down. I turned and almost raced down to the basement. I quickly washed my pubic area and got dressed. Then, hearing Mr. White still talking to his wife, I let myself out and ran all the way home. I apologized to my mom and told her that Mr. White’s equipment was wonderful but more complicated than I had realized and I hadn’t even finished learning how to use all the machines. I told her that he had invited me back for the following evening and my mom said that that would be fine but to try a little harder to get home by ten as it was, after all, a school night. Then she suggested in her very nice way that I could do the family a favor by taking a shower. I laughed and told her that I had planned to take one at Jennie’s house but when I realized how late it was I didn’t want to be even later so I threw my clothes on and hurried home.

I went upstairs, took a shower, said good night to everybody and went to bed. There I re-lived the memory of Mr. White’s hands on my ass, and on my thighs and on and then in my pussy where my hand now was. And especially of his lips and his tongue on my aroused clit. And I also thought of the outline of his firm cock straining against his trousers trying to get free. It didn’t take long for me to bring myself to orgasm with visions of Mr. White in my head. Then I fell into a deep, restful sleep thinking about the next night.

When I arrived at his home the next evening Mr. White greeted me wearing a bath robe. I didn’t know what he might have on beneath it. I know what I hoped he had on.

“Good evening. Sorry I’m not dressed. I had to work a bit late at the office and when I got home I thought I really needed to get a shower. I’ll go get changed.”

“Do you think it would be okay if we got started first, Mr. White? There are still several of the machines that I don’t know how to use. If possible, I would like to learn about them and then do some routines to be certain that I remember how to use the others before I run out of time like I did last night.”

“Oh. Well, sure I guess. Come then, let’s go straight down to the exercise room.”

I followed him down the stairs and into the room. I had brought my gym bag with me with a thin tee shirt that came down to just below my breasts (my mom had never seen this tee shirt and I didn’t plan to show it to her) and loose fitting shorts in it. My plan had been to dispense with my bra and panties and exercise in just the tee shirt and shorts, which I knew would expose a lot of me if Mr. White cared to look. And of course I hoped that he would.

“Uh, Caroline.”

“Yes?”

“You uh, you don’t really have to put anything on you know. Unless you really want to, of course,” he hastened to add.

“Really? It was so much fun exercising in the nude last night. Nothing chafing at my skin. If you really wouldn’t mind I’ll do it again tonight.”

“Not at all, be my guest.”

I didn’t bother to go into the bathroom. I quickly took off my blouse and then my skirt, putting them neatly on a chair. I was wearing a very pretty lime green matching bra and panty set that a somewhat lascivious uncle had given me for Christmas. My mom hadn’t been pleased but she hadn’t said that I couldn’t wear them.

“You look really pretty, Caroline.”

“Why thank you, Mr. White. I hoped you would like this outfit.”

“I do, but I liked the outfit you exercised in last night even better.”

“Then I’ll hurry and get changed into that outfit.”

I reached my hands behind me and unhooked my bra. I lifted it over my breasts and over my head. I put it on top of my skirt and turned my attention to my panties. I slipped them down as gracefully as I could and stepped out of them making sure that my foot slid them slightly behind me. I turned around, bent over and picked them up. Or rather, tried to. I managed to drop them in the process and had to bend back down to pick them up again. I knew that Mr. White was memorizing my ass and my pussy, which I was pretty sure he had a very clear view of.

Standing up I announced, “Okay, I’m ready to begin.”

“Good, let’s start with this one.”

Mr. White showed me where to put my feet and then helped to get me properly seated. To do this he placed one hand on my ass and the other between my legs at the top of my thighs, pressing against my already moistening pussy.

“Perspiring already, Caroline?”

“Well, it’s not exactly perspiration, Mr. White,” I responded as the blush spread down from my face across my chest all the way to my nipples.

He laughed and showed me how to use that machine and the two remaining ones, with his hand frequently managing to touch my ass or my pussy. His cock had become quite erect and was pushing strongly against his robe. I had hoped that it would slip out between the folds of the robe but it was a Japanese kimono similar in a way to a double breasted suit. Because of all the exercise, I really did begin perspiring but I had also become very wet for other reasons. When we finished the last machine Mr. White said, “That was very good, Caroline. There are a couple of exercises I can show you on the floor mat that are very good for track.”

“Okay,” I said as I wondered what they might be but hoping they would involve my becoming spread eagled.

Mr. White told me to lie on my back. “Now lift your legs about six inches off the floor, while pressing the small of your back down to the floor mat. Good. Now slowly spread your legs out as far as they will go, hold it for a slow count of five and then, also slowly, bring your legs back together. Yes, like that. That was fine. Now repeat that twenty times. You can put your feet back down on the floor for a count of fifteen after the tenth repetition.”

This exercise spread my pussy lips even more than the machine had done. Mr. White never took his eyes, which previously had moved back and forth from my pussy to my erect nipples and back again, from my wide open pussy. I could feel the juices almost pouring out of me and wondered how Mr. White would explain the stains on the mat to his wife and Jennie.

“Maybe we should put a towel under me, Mr. White. I seem to be, um, perspiring quite a lot this evening.”

“Don’t worry, Caroline. The cover on the mat unzips and I will wash it before the girls return home tomorrow. Keep going. You’re doing this exercise just fine.”

“Okay, but it is really straining my stomach and thigh muscles. I may need another massage.”

“Well, I’m your man for that. I love to give massages.”

“And you do it very well, Mr. White. The one last night really felt nice. I think it was the nicest massage I have ever had.”

I completed the final five scissors movements, consciously striving to open my pussy lips as wide as I could with each outward movement of my legs. Mr. White never let his eyes waver from my opening and closing pussy lips so I spent my time looking at the lovely bulge of his cock pushing the thin silk of his kimono. As I finished the last movement I cried out in pain. “Ooh, I’m afraid I’ve done it again. Oh, it really hurts.”

Mr. White immediately rushed the few steps to me and knelt down. He took my leg in his hands and said, “Is this the one that hurts?”

“I think I got cramps in both thighs tonight, Mr. White.”

“Okay, let’s work on them both then.”

He pushed deeply into the muscles of one thigh and then the other with an upward motion. With each thrust his hand brushed more and strongly against my pussy lips. He kept alternating from one leg to the other but never missed touching my pubic hair and my pussy, which I’m sure was drenching his hands with my moisture. As he was working on my leg, and my pussy, his hair fell down over his eyes. He lifted his hands momentarily to his face to push his hair back out of the way. Then he brought his hands back to his nose. “You smell delicious, Caroline.”

“Oh, Mr. White, I’m so embarrassed. I didn’t mean for, well, you know.”

“To get aroused? Don’t be embarrassed it is very natural.”

“Do you get aroused, too, Mr. White?”

“I think you can see that I do, Caroline. It is pretty difficult for a man to hide that fact.”

“Could I see it, please Mr. White? Please?”

“Well, sure, why not? Let me just undo my robe.”

Mr. White began working on the knot he had tied his sash into. He must have wanted to be very certain that his kimono wouldn’t accidentally come undone because he was having a lot of difficulty with the knot. Just then we heard a car pull up in the drive way and stop. Mr. White leaped up.

“I don’t know who it is but it might be your folks. It is only nine but maybe they need you at home. Quick, get dressed. I’ll go up the back way and throw some clothes on.”

I raced into my panties. I tried to put on my bra but my fingers were too shaky and I couldn’t get it hooked. I quickly put it into my gym bag and put on my blouse and my skirt. I used the mirror in the bathroom to be certain that I wasn’t too disheveled. My face was flushed and I was breathing rapidly and my heart was beating a mile a minute but other than that I was okay. I walked a couple of steps to see if my breasts jiggled too much under my blouse but they seemed okay. Then I quickly went up the steps to the living room as I heard car doors slamming.

I had just got into the living room and was joined by Mr. White when the front door opened and in walked Mrs. White and Jennie.

“Hi, darling, we decided to surprise you and take an earlier flight instead of staying over one more night.”

“What a wonderful surprise. I’m glad you did. Look who’s here. Caroline just came over to ask if we would mind if she joined Jennie in some work outs down stairs to help get ready for track season. I know Jennie hasn’t signed up yet but Caroline said she will try to talk her into it.”

“Why of course she can. You didn’t need to come all the way over, Caroline. You could have just called or talked to Jennie in school.”

“On, I didn’t make a special trip, Mrs. White. I was just coming home from the library and thought I would pop in on the off chance that Mr. White would be here. Did you have a nice time on your trip? I’m dying to talk to Jennie about all the schools that you visited.”

“I’m sure you are dear, but it’s almost nine thirty now and I’ll bet your mom wants you home by ten.”

“You’re right, she does. I’ll see you in school tomorrow, Jen. Maybe we can talk in study hall or after school. I’ll get home now and let you all catch up on things. Good night.”

And off I went. I played with my nipples all the way home thinking of how wonderful it had felt to have Mr. White’s hands on me and in me. And wishing I had been able to hold his cock. I hadn’t seen very many erections but his looked to be far and away the largest I had seen. I almost had an orgasm as I was walking. And I did as soon as I got into bed and played with myself. I fell asleep wondering how I could get any more such wonderful opportunities to have Mr. White alone with me. And thinking that if I did, I wouldn’t waste any time before getting his clothes off and getting his cock into me.