The Challenge Ch. 03: The Only Woman

"Beautiful," Elle said softly out loud. She shook her head at herself. She closed the book, turned off the lamp, then headed to bed.

**********

The hot shower water trailed down Elle's back. Ulysses gently squeezed her butt. Her arms were resting around his shoulders as the two slowly kissed, their mouths wide open, closed down on the other.

The two had been having sex on and off for most of the day. Ulysses came by that morning, took Elle out to breakfast, and then home where he stayed until the evening. Elle was different, no longer frantically, wildly riding his cock, but instead was more slow and methodical. Ulysses asked her if something was on her mind, Elle lied, saying there wasn't.

They ended their kiss in the shower, their tongues recoiling back into their mouths, Elle looking into his eyes, "Thanks for coming by."

"As long as you won't be getting into trouble. I know you're 18, but still," Ulysses replied.

Elle smiled, resting her head against him, his large hands sliding up and down her back. "Elle, are you sure something's not bothering you? I didn't do anything did I?"

"No, no, you're just fine. Last night at the scholarship dinner was a little," she paused, trying to think of the right words, "different. The guy that is sponsoring the scholarship sort of disappointed me. He asked me something that," Elle paused, shaking her head.

"What?"

"It was just inappropriate. You didn't do anything I promise," She faked a smile and began kissing down Ulysses' muscular frame, down to his weakened cock, waking it up for one more session before he left.

After he left an hour later, saying he'll see her around at the gym, Elle again found herself on the couch looking through her mother's scrapbook of modeling photos.

Sleep didn't come easy for her again that night, partly because she was nervous about her mother returning the next day, and partly because Bob's challenge was running through her mind.

Chapter 4

After a second restless night of sleep, Elle woke the next morning, ate some cereal and waited for her mom to come home. She was actually nervous to see her, "Why am I nervous?" she asked herself. She knew her mother would be home around lunch time.

When Marcia arrived, the nervousness had dwindled a bit in Elle, seeing her mother's smiling face, feeling her warm hug. Elle closed her eyes with her 6 foot tall mother holding her in her arms. She was four inches taller than Elle, but sometimes she seemed much taller. The embrace ended with Marcia holding Elle's shoulder, smiling widely at her, "So glad to be home! It was as long, boring flight. I'm glad to spend the rest of your Spring break with you!"

She pulled Elle in for another tight hug, "Did you have a nice weekend?"

"Mmhmm," Elle nodded, pulling away.

"Good. How was that scholarship dinner Saturday? I was meaning to call you, but I got back to the hotel too late," Marcia said.

"Oh, it was fine," Elle lied.

"You ok sweetie?" Marcia said running her fingers through Elle's darker shade of blonde hair.

"Yeah, just had trouble sleeping, I'm fine," she replied, looking up into her mother's matching light brown eyes. She couldn't help but notice how pretty they were.

Elle cleared her throat, "I was looking forward to seeing you," she shyly said.

"Awww, my sweet Elle. The feeling was mutual. Let me go grab a shower and we'll make plans for the week," Marcia kissed Elle's forehead and walked off. Elle's watched her walk away, her eyes trailing down Marcia's back to her butt, eyes widening as she watched its toned magnificence hugged tightly by her blue jeans.

Elle shook herself out of the trance, "Get out of my head Bob," she thought.

Later that evening Elle was sitting across from her mother at dinner. Marcia was always fairly affectionate, and usually Elle was too, though slight embarrassment occurred with public displays of that affection, however, on this night, the two women sat at a table holding hands. Elle watched and listened to her mom talk about her weekend, gently caressing her hand with her thumb, looking on her with admiration. Her mother was very lovely. They shared a slightly prominent nose, but nothing freakish, same eye shape and color, and same hair thickness. They mouths were shaped a little different, Elle's jaw line and chin were slightly wider, and Marcia was of course a bit taller.

"Are you sure you're ok Elle? You seem sort of quiet and not as energetic as you normally are," Marcia asked, grabbing Elle's other hand, caressing it with her thumb as she held it.

"Yeah, I'm fine really. Just tired, plus," Elle paused, smiling into her mother's face, "I'm just glad your back and," pausing again she thought about what she was trying to say, "I'm really proud of you and I love you."

Marcia smiled, taking one of Elle's hands, kissing it softly, "I love you too. I'm also very proud of you, getting that scholarship, you've worked hard, and it paid off!"

Elle nodded, smiling awkwardly, asking herself why her heart was pounding. Perhaps she knew why, instead she blamed that old pervert Bob for making her feel uncomfortable.

**********

It was 2am, Elle was barely asleep, trying to recall if that was a dream about the talking stuffed animal, or if she was still awake and her imagination was firing off. She sat up in her bed and within seconds thought about Bob and her mother. "This is stupid," she whispered.

"She's beautiful though, but it's sick and wrong, just like Bob," she thought to herself, standing to stretch, then head to the bathroom.

After forgetting to flush, she made her way back to bed; however, her peripheral vision caught her mother's closed bedroom door. Elle shrugged and thought she'd check on her. Opening the door, Elle made her way in, slowly walking across the carpet. Marcia's room was warmer than Elle's. Elle saw her mother in the dim light, lying on her side, facing away from the door, with a bed sheet coming up to her waist. At the foot of the bed Elle froze, looking upon her sleeping mother.

Marcia was wearing a white tank top, the bed sheet was resting on her waist, and her hands were tucked up under her pillow.

It was either some strange impulse or a sudden burst of bravery that Elle obtained that made her decide to slowly pull the sheet off her mother. The white sheet came down her waist, revealing the black shorts that could easily double as underwear due to their short length, ending where her butt and thigh began, then further sliding down her toned thigh, with Elle stopping at Marcia's knees. Elle stared blankly for a few moments, Bob's discarded, cowardly note with a dollar amount in the back of her mind. Elle sighed, pulling the covers back up over her mom, back to their original position. Elle was just about to reach the door when she heard her mother move in the bed, "Elle? You ok sweetie?"

Elle nearly gasped, "Oh, uh, yeah, I just had a bad dream. I thought I'd -- "

"Yes please do," Marcia rolled onto her back, flinging the sheet away, "8, 18, 28, you're never too old to get in Mom's bed if you have a bad dream," she said, patting the mattress next to her.

"Are you sure? I didn't want to bother you," Elle asked.

"Get in here and snuggle," Marcia patted the bed again.

Elle smiled and made her way back to the bed. Marcia had her arm extended, signaling Elle to come in close, and to lay her head on her mother's shoulder. Elle found she was nervous once more, slowly lying down next to her mom, her head coming to rest on her shoulder.

Marcia pulled the sheet up, letting it fall where her black shorts began at her waist. Elle's eyes were wide open, looking down her mother's body. She noticed her how great a view she had of her breasts. They weren't huge, but certainly not very small. Elle watched them rise with her mother's steady breathing, assuming she was drifting back to sleep.

Another burst of bravery found Elle slowly bringing her hand to rest on her mother's abdomen. It was tight as she figured it would be. Elle took a deep breath, and then began to slowly pull her tank top up, exposing her mother's flesh. Elle's hand went back to Marcia's tummy, gently trailing her palm over her toned definition.

Elle froze, tensing up when she heard something; her heart was pounding when she realized it was a moan emanating from her mother. "Feel's nice," Marcia whispered, she wasn't yet asleep.

Elle smiled, and continued, tracing her fingers over Marcia's bare skin, admiringly gliding over each muscle. Marcia rested her arm on Elle's waist and pulled her in tighter. Elle continued her soft touches for several minutes, not thinking of anything other than how wonderful it was to lie here with her. Marcia yawned once more a moment later, stretching her other arm in the air, and grabbed the back of Elle's head with her other hand. Marcia kissed her head, "Night sweetie." Laying her hand on Elle's lower back, Marcia was asleep again in couple minutes. Elle was awake for a little longer, not sure what to think of herself, but knowing that being there with her mom like that felt wonderful.

"Haven't I always liked this? Cuddling?" Elle asked herself. "I don't know," she answered. Another few moments and Elle was asleep.

Chapter 5

The next morning Elle and her mother were at the gym. Marcia occasionally went, but not often, usually due to her hectic work schedule and getting her work outs in while traveling.

Elle was visibly uncomfortable. She would watch her mom, in her midriff-exposing top, tight yoga pants, move from machine to machine.

Marcia asked Elle to spot her went she moved to the smith machine for squats. Elle moved behind her mother, placing her hands gently on her tummy, and bent at the knees behind Marcia when she would bend down for a squat, holding a heavy barbell above her. Elle blushed heavily when her mother moaned, standing back up from a squatting position, and her butt in Elle's crotch.

Marcia switched to pull ups next --their last exercise. After being asked to spot her, Elle found herself staring directly into her mother's midsection, noticing the rivers of sweat. She blushed again when her mother told her to hold her waist lightly for her. Up and down Marcia went in front of Elle, her scent filling Elle's nostrils, her toned stomach inches away from her face. "Ahhh," Marcia moaned, struggling to pull herself up, reaching the point of exhaustion.

It was Elle's turn. Marcia was in the same position, Elle's stomach right in her face, when Elle pulled herself up. Marcia counted quietly, smiling up at her daughter. "Good job! One more," she said. Elle nearly lost her grip, falling to the floor, when her mom playfully kissed her belly.

Marcia increased her grip on Elle's waist making sure she didn't fall, "I gotcha."

They drank some water, grabbed their bags and headed toward the door. Elle's eyes shot open when her mother slapped her ass, "Good job today, sweetie!"

Marcia grabbed Elle's hand and they exited the gym.

On the way home Marcia caught Elle glancing over at her, "What?" she asked smiling.

"Oh nothing," Elle looked away embarrassed.

"Really?" Marcia asked, skeptically.

"I was just noticing how nice you look. Maybe it's because we haven't worked out together in a long time, but you have a really great body," Elle said, turning to look out the passenger side window.

"Well thank you, sweetie. That's very nice of you. You do too! I was telling my coworker this past weekend one night after a shoot that you were, without a doubt, the most beautiful young woman I've ever seen!"

"Mom! Really?" Elle asked, slightly embarrassed.

"Really!" Marcia replied.

"That's just because you're my mom," Elle sighed.

"Nope. That's from one woman to another," Marcia said, reaching to rest her hand on Elle's thigh. Elle smiled, blushing, looking down to her mother's large hand on her leg. Elle placed her own, daintier one on top it, gently holding it there for the rest of the car ride home.

Elle stood in the shower, watching the water go down the drain by her feet. Thoughts about Bob, about the money, about her mother swam through her head. "Could I actually do that? Never mind with mom, but with a woman period? I just don't see that happening -- having sex with a woman."

"What if she joined me in here," she thought. "Stop, this is insane."

"Maybe I could try talking to a girl. Maybe even flirt. Maybe it would come easy to me," Elle discussed with herself.

An image of her mother's toned stomach popped into view, followed by a hand reaching upward, landing gently on it, and eliciting a moan from her mother's mouth. Elle shook the thought from her head. Another thought emerged, her mother lying on the bed, her bare back exposed, Elle peppering it with kisses. "Stop!" she said out loud.

"You ok in there?" Marcia asked at the doorway. She must have walked by at the moment when Elle spoke.

"Oh, uh, yeah I'm fine. The shampoo bottle cap is being difficult," Elle lied.

Later that evening Elle found herself embarrassed once more. She was walking through the living room to the kitchen to get something to drink, when Marcia, reading on the couch asked her about the scrapbook.

"Were you looking my scrapbook?" Marcia asked, as Elle passed through.

"Oh, yeah, I was, sorry. I forgot to put it back." Elle took the scrapbook her mother was handed and put it back where it belonged on the shelf.

"Do you have a favorite?" Marcia asked.

"A favorite picture?"

"Yes," Marcia answered, patting the couch cushion next to her.

Elle sat down, her mother putting her arms around her, pulling her in close. "I liked all of them."

Marcia kissed the top of Elle's head again, "Thank you."

"Alright I'm heading to bed," Marcia removed her arm from around Elle and stood, stretching in front of her daughter. Elle's eyes moved up and down her mother's tall frame.

"Can I -- " Elle started to ask.

"Want to join me?" Marcia finished her question. Elle nodded and smiled. A few moments later Elle found herself in the same position from the previous night -- in her mother's arms, her hand on Marcia's bare stomach, smiling to herself, thoughts of Bob's challenge fading more and more.

The rest of Spring break was very similar to the first full day Elle shared with her mom. They would go to the gym, go shopping, go out to eat, and usually end the evening on the couch, followed by snuggling to sleep in the bed with Millie down at their feet. Elle said when school starts back up that she'll go back to sleeping in her own bed. Marcia chuckled, hugging her daughter, saying that was fine, but she was more than welcome to sleep in mother's bed.

During this time Elle had been thinking more and more, not about the challenge or the money, but about entertaining the idea of talking, flirting, or dating a girl. It would be something she felt she could work up to. It proved far more difficult than Elle imagined it would be.

Chapter 6

Elle sat in class the next week, for the most part, miserable. She couldn't concentrate, she would lose focus, she would shift her weight in her seat a lot, and avoided socialization. Several her friends asked her if she was alright. If they were a female friend, Elle wouldn't really pay attention, instead studying the girl's mouth, lips, eyes, wondering if she could ever bring herself to kiss her. The answer, after several days of observing, staring, and overall feeling sort of creepy, was "no."

Elle couldn't do it. She had a few nice looking female friends, but the thought of doing anything sexual with them did not turn her on. While staring at a friend's cleavage in the hallway, she imagined touching her friend's breast, or kissing and licking along the cleavage line. Elle shivered, shaking her head, grossed out.

"You alright, Elle?" her friend, Karli, asked.

"Yeah I'm ok, I gotta go," Elle headed off to her next class.

Every evening she was cuddling with her mother on the couch after dinner and homework. "So you still aren't going to prom this year?" Marcia asked, flipping through a magazine with one hand, her other hand resting on Elle's hip.

"Nah, last year was lame. I just don't feel going is worth it."

"Well that's fine. I never went, so I suppose I was hoping you would. But you went in your Junior year, so at least you got to experience it," Marcia said.

"You never went to your prom?" Elle asked, sitting up, facing her mother.

Marcia smiled and shook her head.

Elle was in shock, "How come?"

"No one asked me," Marcia replied.

"Oh mom, that's horrible!"

"I was a bit of an ugly duckling. I wasn't asked, and I wasn't expecting to get asked," Marcia explained.

"Wow," Elle whispered, "I can't believe it."

"It's true. That's why there aren't too many pictures around of my younger days."

"Oh mom, I'm sorry," Elle said, throwing her arms around Marcia, catching her off guard.

"It's ok, sweetie! It's fine," Marcia said, pushing Elle off her.

Elle sat for a moment, her eyes looking over her mother, traveling from her thighs, to her mid-section, to her chest, and ending up looking into her eyes. "I think you are, without a doubt, the most beautiful woman I've ever seen."

Marcia chuckled, caressing Elle's face with her hand, "Elle, you're wonderful. But -- "

"I'm not just saying that because I'm your daughter. It's from one woman to another," Elle smiled. Marcia brought her in for a long embrace on the couch, ending it with a kiss on Elle's forehead.

**********

It was Saturday. Elle was at the gym alone that morning. She had decided that maybe she was looking at girls her own age and perhaps she was attracted to women much older. She was going to push herself, telling herself that if she saw her, she was talk to her. No more passing each other and smiling, but actually talk to her, say hello. She was referring to the blonde woman Ulysses occasionally came to the gym with -- his stepmother, Devin.

Elle was in luck, seeing Devin enter from the corner of her eye, Ulysses still out of town on work. This was her chance. She waited until Devin found a treadmill and began walking with the incline setting increased.

"Hi," Elle said, smiling as she hopped on the machine next to Devin.

"Hi, how are you?" Devin nodded, smiling widely. "You are Ulysses' friend right?"

"Yes ma'am. He's really nice. I just saw you and thought I'd come say hello," Elle said, choosing a lower setting so she could concentrate on talking to this woman and not on her balance.

Devin chuckled a bit, "Yes he's a great guy. I'm glad you came over."

Elle glanced over Devin, trying to remember what her age was -- she thought Ulysses said 40 or maybe it was 41. Either way she was four or five years older than Marcia. Devin was 5'9", light blonde shoulder length, blonde hair, and a great figure. Elle noticed her breasts were larger than her mother's. Devin was wearing a yellow spandex sports bra and matching spandex shorts.

Devin caught Elle checking her out, which in turn, caused Elle to look away embarrassed. Taking a few deep breaths to keep things together, she began talking to Devin, "So Ulysses is still out of town?"

"Mmhmm, should be back tomorrow though. How is your mom?" Devin asked throwing Elle for a loop.

"My mom? You know her?"

"Yes, we're friends. Not super close, but I work for the publishing company that she did a photo shoot for some time last summer. She's very nice." Devin explained.

"Yeah, she is. She's doing well. She comes here sometimes," Elle said.

"I've run into her a few times. I can see where you get your looks from. Both of you are gorgeous," Devin smiled, glancing over at the younger woman on the treadmill next to her.

"Thank you," Elle cleared her throat, pushing herself to be bolder, "so, um, so are you. Gorgeous I mean."

Devin chuckled, "Thanks."