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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Honey, right now I’d even settle for peanut butter and jelly,” Theresa laughed.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Wild teenage parties?” Theresa inquired.

“Something like that,” Carolyn smiled.

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

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

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

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

“So what do you do?” the younger woman asked.

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

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

“Most small places do,” Theresa smiled.

“Do you like it?” Carolyn asked out of curiosity.

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

“Wow, that must be rough,” the brunette said.

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

“I can imagine,” Carolyn said.

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

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

“No boyfriend?” Theresa asked.

The night manager shook her head no.

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

“Not in that sense,” she answered after a moment’s consideration.

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

“I wasn’t offended,” Carolyn said.

“Good,” Theresa smiled.

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

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

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

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

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

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

“Sometimes,” she heard herself admit.

The answer seemed to please Theresa.

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

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

“You didn’t have to think about that, did you?” Theresa inquired. “I find that surprising.”

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

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

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

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

“I’d be lying if I said I didn’t find myself attracted to you, Carolyn,” Theresa said.

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

“Do you think I’m pretty?” Theresa asked, moving just a bit closer.

“Yes,” Carolyn replied, still not backing away an inch.

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

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

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

“I’m sorry,” Theresa said, “I guess I really shouldn’t have done that.

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

“I understand,” Theresa smiled.

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

“It was nothing,” Carolyn said as she paused.

“It was something,” Theresa replied, “and I don’t mean just the food and coffee.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“The business lady ... pretty?” Marty asked.

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

“You never know,” the older man grinned, “as I recalled, you once didn’t think that either.”

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

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

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

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

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

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

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

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

“You know, Marty,” Carolyn said after considering the idea a few seconds, “that’s not a bad idea.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Err ... no, there’s not,” Carolyn said awkwardly, the quiver in her voice not going unnoticed by Theresa.

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

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

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

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

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

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

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

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

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

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

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

“Very nice,” Theresa smiled appreciatively, “very nice indeed.”

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

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

“Feels nice, doesn’t it?” she whispered into Carolyn’s ear.

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

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

Carolyn thought that an excellent idea.

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

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

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

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

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

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

“You are really good at this,” Theresa said breathlessly. “Are you sure you haven’t done this before?”

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

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

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

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