My name is Jason and I'm a sophomore at the local junior college and I work at a crummy job in a large wholesale outlet just outside town. The position only pays minimum wage but it keeps me in spending money, which is all I need, because I still live at home with my parents and they foot the bill for college as well as put the roof over my head. At JB's Wholesale Club I am a stock clerk with nothing more to do than move the stores' products in and out of storage and onto the floor.

I first saw the 'lady' when she pushed her cart through the large front doors of the store. She looked to be in her late forties or early fifties but exuded class. If anyone could look like a runway model pushing a shopping cart, it had to be her. Most JB customers are the jeans and sweatshirt crowd but not this lady, nope, this woman was decked out in an expensive and beautifully fitted cream colored paisley dress that came down almost to the floor. She had her designer sunglasses sequestered in the top of her golden hair, hair that flowed down almost down to her shoulders in multiple curls. And then there were her eyes, she had a set of deep blue eyes that sparkled with sex clear across the store. On a whim I decided to follow her and see what she looked like up close and personal. As she walked through the store I trailed her and when she turned into the home improvement aisle and I plotted a course to intercept her. When I turned the corner into the aisle I noticed that she was bent down looking at those new wine refrigerators so I waited until she was completely absorbed with the product then came down the aisle and slowly walked up to her. When I got about five feet from her I could see that the bodice of her dress had gaped open and in full display was the most beautiful set of cream colored breasts that I had ever seen. She wasn't wearing a bra and I could actually see her large brown areolas and hard nipples. She saw my legs as I walked up and she looked up.

"Young man, could you please help me?"

I was starring and I knew it but I couldn't take my eyes off those breasts. "Uh, yes ma'am, what do you need?"

She looked at me, then down at where my eyes were focused, then back up to me. "Oops, I guess I have somewhat exposed myself to you, I'm sorry, I apologize." She stood up and straightened her dress before she continued. "Well I was looking to purchase one of these refrigerators for my husbands' birthday and it's too heavy for me to move, so if you could help me... ah..." She looked at my name tag. "Jason."

"No problem ma'am let me get a push cart and I'll take it up to the cashier for you."

"Thank you Jason and please don't call me ma'am, it's Carolyn."

I went outside and grabbed a cart and brought it back to where Carolyn was standing and loaded the fridge then pushed it up to the cashier. As we waited in line Carolyn began talking to me.

Looking at the fridge I was pushing she said, "That carton is much larger than I thought it would be; is it very heavy Jason?"

"Uh, no not really. Maybe 50 or 60 pounds."

"Oh. Well I could never have lifted that."

"That's Ok, I'll take it out to your car and load it for you, but how are you going to unload it when you get home?"

"Good question Jason, but an even better question is; will it even fit into my car."

She paid the cashier and I wheeled the cart out to her car, a BMW 'I' series. It was painfully obvious that it wasn't going to fit inside her car. "Now what?" I said.

"God I don't know. Can the store deliver it? I would be happy to pay extra for delivery."

"Uh sorry, we don't make deliveries."

"Oh my goodness, now what?"

I looked at my watch and thought again about those beautiful breasts and the chance to get another peek at them and made a decision. "Look Carolyn, I get off work in about an hour and I could put it in my truck and bring it over to your house for you."

"Would you? That would be great Jason and of course I'll pay you for your time and gas."

"That's ok Carolyn I'll be glad to deliver it for you." She wrote down her address and the directions then slid behind the wheel of her BMW and drove off. I wheeled the cart to where my truck was parked and opened the pop-top and slid the fridge inside then went back to work. An hour and a half later I parked my truck in the driveway of one of the fanciest houses I had ever seen. Carolyn's home was a two story Spanish colonial façade with an attached three-car garage. Obviously this lady had money and a lot of it. I rang the bell and in no time at all she opened the door and she was still wearing the same clothes she had worn in the store.

"Hi Jason. Look I really appreciate you doing this for me."

"That's ok, where does it go?"

"Here, let me show you."

Carolyn led me upstairs and into her bedroom and showed me the space where she wanted the fridge. I looked at the width of the opening and knew that this was going to be a tight fit. We walked back downstairs and out to my truck and I manhandled the fridge out of my truck and muscled it into the house where I set it down on the foyer floor.

"Do you think it'll fit ok?"

"I was thinking the same thing but if you would get a measuring tape we can check it out." Carolyn went into the garage and came back with a 15 foot steel tape and we went upstairs and measured the space then we came back downstairs and looked at the specifications on the box. It was going to be a tight fit and there wouldn't be more than a half an inch on either side to spare. I lugged the fridge up to her bedroom and we unpack the carton. Between the two of us we got it into a position where we could slide it in between the two walls. I reached over and plugged it in and she and I pushed and shoved the fridge into the tight space until it was finally where she wanted it. While we moved the fridge Carolyn had to bend over several times and each time I was treated to yet another view of those creamy breasts and I only wished that I could get my mouth wrapped around one of them. Finally we finished and I picked up the empty carton and packing materials and carried them downstairs and out to the trash bins.

Carolyn thanked me for helping her then asked me; "Would you like a beer or something Jason?"

"Yea, a beer would be great."

"Good, me too." She led the way towards the back of her house and into her kitchen, which was bigger than my parents' two-car garage. I sat on a barstool while Carolyn opened us two beers, handed me a bottle then poured hers into a glass and sat down across from me and took a sip.

"Tell me a little bit about yourself Jason."

I told her that I was 22, an avid surfer and a sophomore at college. I also told her that I still lived with my parents and they were paying for my classes and the job at JB's was just for spending cash.

"I see. Well I was curious because you acted and sounded way too smart to be a career stock boy and physically you looked like an accomplished athlete."

I blushed at her comments. "Gee, thanks Carolyn."

"I'll be frank with you Jason; I like you but I have noticed that you seem to be fascinated with me and more specifically with my breasts and..."

"Oh God, look Carolyn, I apologize but..."

"No need to be apologetic Jason, I am actually flattered that a woman as old as I am is attractive to a young man like you."

"You don't seem all that old to me Carolyn."

She laughed at my comment. "Well thanks Jason, but you and I both know that I'll never see the down side of fifty again, my God I have two children older than you are."

I liked her and her openness and decided that it was time to be frank. "Nevertheless Carolyn you are a beautiful woman and I was immediately attracted to you the instant you walked into the store."

"Really. Really? Tell me why Jason."

"Well, because you're really a very classy lady. You're tall and beautiful and your eyes have a sparkle that says 'I'm smart and sexy'. To tell you the truth when I saw you I had to follow you just to get a peek at your beauty up close and I wasn't disappointed with what I saw. Then you bent over and I saw your breasts and I thought that they were the most beautiful breasts that I had ever seen. My God Carolyn, your husband must be the happiest man alive to have you for his wife."

"Jason, that is the nicest thing that I have had anyone say to me in a very long time, now if my husband just felt the same way as you do I wouldn't be feeling as old as I do."

"I'm sorry Carolyn, you've lost me. Your husband doesn't think you're beautiful?"

"Oh I don't think it's exactly that Jason, not really. He's older than I am and I have been thinking that maybe he has someone else, probably someone younger, you know a 'new model' so to speak. He doesn't pay any attention to me any more, in fact I could run around the house naked and it wouldn't faze him in the least. Christ Jason, I can't tell you when the last time we made love was but I'll bet it's been over six months."

I could see some tears forming up in the corner of her eyes and without any thought as to what I was doing I set my beer on the counter top and walked around and took her into my arms and hugged her. "I'm sorry Carolyn, honest I am." She sniffled a little and I felt my shirt getting wet with her tears, then she pulled away from me, wiped at her eyes and smiled at me.

"My God Jason, what you must think of me!"

"I think you're a woman and a beautiful one at that."

"Do you mean that Jason? I mean really mean it?"

"Absolutely."

She smiled and her eyes sparkled and she grabbed me by the hand. "Good, then come with me."

She led me upstairs and back into her bedroom.

"Sit right there." She pointed to the foot of her bed.

I sat down and wondered what she was going to do, but I didn't have to wonder long. Carolyn was standing about five feet in front of me and she reached behind her neck and unbuttoned the neck button on her dress then pulled the zipper down to the small of her back. She lifted her arms and took a hold of the shoulder straps and pulled the dress off and let it slide down her body until it puddle around her feet. She was standing in front of me wearing only a pair of white, French cut panties and she had the most amazing body. As she walked closer to me all I could see was the most beautiful woman I had ever laid my eyes on. She was tall, around 5' 7" and probably no more than a 120 pounds. I estimated her breasts to be 34C's and, I swear to God, there was absolutely no sag to them. "Turn around Carolyn." She twirled for me and as her butt came into view I saw a heart shaped ass with just the hint of sag around the bottom of her butt cheeks. She must work with a personal trainer I thought to myself.

"Do I still think me attractive Jason?"

"Oh God yes, yes I do."

"Good, now let's take off your clothes and let's have a look at you."