Max prepares a very special birthday for Caroline. Lots of Caroline/Max smut! Enjoy!

Max fell asleep in Caroline's arms. With all the kissing and groping mainly Caroline squeezing the girl's sweet boobs, they held off on the really fun stuff; they kept thinking the other just wasn't ready when in reality neither of them were ready.

Caroline's brain was all in a twist, she really had confused her role in Max's life, she had never really considered her sexuality either, maybe a bit bicurious but even she couldn't make that call.

Max thought she could do it. Maybe finger her adoptive mother/potential lover but felt kind if strange. The kissing, pole dancing and handsy stuff was great because of how forbidden it all seemed but she wasn't sure how far she could take it.

"How about this," Caroline said, taking Max's hands and kissing her delicate, long fingers, "My birthday is in two weeks. That's right," Caroline said with a hesitant sigh and eyeroll, "I'll be turning 30. Don't make fun."

"But I wasn't...," Max didn't finish as her lips were touched by Caroline's two fingers.

"Shhhhh," Caroline smiled with sick delight, "Still lots of time to get acquainted with each other and see what we like..."

"So...do you see me as a...girlfriend?"

Max wasn't sure if that was an uneasy question or not, Caroline did seem taken aback by it.

"Sorry...its just...I really like you and..."

"I...I really really really like you...it's just so complicated..."

Max felt a bit stung by that, she didn't know why. "I've never had a mother before but I'll take a guess and say they don't do this with their daughters," she said with a half smile.

"Only the super lucky ones I'm sure...," she kissed Max again, unwilling to part those perfect succulent lips.

"Do all your friends have daughters like me?"

"They fucking wish!"

Max was surprised to hear her use the F-bomb. They both laughed.

"Let's get those out."

Max pulled her boobs out. Caroline comically widened her eyes and mouth. She panted like a dog. "Wowzwers!" She motorboated them and turned Max over in bed. "Bbbbhhhmmmmpphhhbbb."


Max devised a plan for Caroline's big birthday. She wanted to pay her back for her kindness. When she was in the system people never thought much of her. Hell some of them thought she'd be a crack addict and homeless.

"You'll be dancing on a pole for money!"

Well they were kind of right. One thing everyone seemed to agree on was Max was very resilient and good at problem solving.

She got some help from Caroline's staff at the hotel. She knew what Cariline liked or at least had an idea. She went to the kitchen staff, body guards and Reginold.

"What do you think, Reg?" She asked showing him a picture that immediately grabbed his attention.

He massaged his chin, turning the picture upside down and side to side, "I'd say a bit bigger."

"Yeah?"

"Yeah."

"How about this? What do you think about this?"

The next photo gave his heart a jump start. "Yes. Definite YES."

Max was quite pleased with herself. Caroline wouldn't know what hit her.


The weeks flew by. Not as much heavy petting because Caroline claimed to be swamped with work. Max saw she wasn't her carefree self, something must've been bothering her.

On the big night Max blindfolded Caroline.

"Ok. Are you ready?"

"Ready...I think..."

Max pulled Caroline out of her bedroom and the penthouse. Caroline could see awkward dark shapes and heard next to nothing but knew exactly when they were in the lobby of the hotel. Busy chartering people. Maybe some of them were looking her way maybe not but she put on huge smile anyhow.

When they stopped, Max did a drum roll with her tongue. When she removed Caroline's blind fold she was met with blinding light in her face. Caroline didn't know where she was for a second. It looked like she was at the Oscars' after party.

She couldn't take her eyes off Max and her sparkling diamond dress even when were friends crowded her. Everything was perfect. Caroline didn't know how much Max had her hand in making everything but she was so proud. The allowance she gave her really paid off.

"Hey look what I found," one of her old sorority sisters brought her a copy of a CD she had put out years ago when trying to pursue a music career.

"No you didn't!" Caroline laughed, "You put that away!"

But everyone was very enthusiastic about playing it. Caroline gave in and listened to cheesey music. She covered her eyes, turning beat red. A little bit of wine later and she was performing the song in the middle of the room. She almost lost her voice. Sweaty she went to go grab Max for a dance. She kept asking everyone where she was, all she got for an answer was that she stepped out.

The cake was wheeled in. It took two men to push the dolly. This giant white tower, very wide base. Only two candles. '3' and '0'. Caroline looked all around, bobbing her head to see if Max had stepped out.

"I can't do anything without her here," Caroline said, a bit of stress in her voice.

She felt a hand slap her shoulder. "Don't worry. She's coming. Just blow out your candles and make a wish," said Reginald.

Caroline was hesitant. She bent over and blew out the two lit candles at the base of the cake. Immediately the cake began to shake. Caroline and her guests backed away, for all they knew Caroline had enemies and a bomb was about to go off.

The top of the cake opened up and frosting shot out like a volcano. The cake stopped moving but something was still coming out. A head and then a full body covered in creamy white frosting climbed out of the top.

"M-M-Max?"

She watched with perverse delight. The rest of the cake split in two. In the centre was a pole. By the looks of things Max was totally naked maybe wearing a G-string and pasties but it was too hard to tell with the dessert covering her. She did some dancing, worked the pole, slid around on the ground, dancing like a fly girl in old rap videos.

Everyone was drunk and up for a wild time so Caroline thought she would join her. She ripped out of her dress to her underwear. Everyone cheered. She ran to Max. She slipped and fell into her. Max was lucky to had good balance or else they would've both crashed on the floor. She held Carolibe in her arms.

"Happy birthday!" Max said, congradulative.

"I love you..." Caroline blurted out.

They looked into each other's eyes and kissed. The guests gasped but quickly applauded the unusual scene. For added amusement both women were confident enough to continue getting intimate in front of so many people.

No one could've expected Caroline to lick the frosting off Max especially her breasts and bend her over, spreading her ass and and sticking her tongue in. She meant business when it came to eating out. Max really was loving the attention, even more now than ever. She ate Carolibe out in front of everyone. Her frosting covered panties were thrown into the crowd. One of sorority sisters caught them and held them dearly like a bouquet; maybe she was wishing to adopt her own daughter just like Max.

Max didn't know she would enjoy eating pussy this much, maybe it was the heat of the moment, some of the cake that got on it or just her love for her sweet young mother bringing the best out of her. Caroline came. She came hard in front of everyone with her legs in the air. Max tasted something a lot sweeter than any cake and it was all hers.

Max thought Caroline had tired herself out with the theatrical screaming but she wanted more, something just for her friends to send them off with a bang.

"Now, Max. Just one last thing. You're going to love it."

Max smiled knowing it would be something naughty. It was. Caroline lied down on her back and she instructed Max to sit on her face. Caroline could see just how wet Max's pussy already was. Everyone applauded as Max had what had to be an orgadm and her very first. Caroline was very skilled with that silver spoon tongue. Max's body shook. Her naked boobs bounced. Her ass jiggled. She squirted in Caroline's face.

The night ended with a bang for sure. Everyone collected guest gift bags and were shown the door by the two now completely naked women. They leaned on each other, Caroline holding Max in her arms with a smile of ecstacy on her face.

"You really know how to throw a party, Caroline."

"Good show."

"I'm sure everyone will be talking about this for a long time."

"Great to see you again, Max

The entire room was theirs. Neither wanted to go back to the penthouse.

"I'm so proud of you," Caroline said, eyes welling.

"Did...did you really mean it?"

Caroline failed to acknowledge what she was referring to but that twinkle in her eye was louder than words.

"Yes of course!"

Caroline smashed her lips into hers like there was no tomorrow.

Max laughed when she got a closer look at her face. She had 'herself' all over her. "You got a little of me there." Max wiped it off and licked it, "Mm. Nice."

Caroline opened up wide, inviting her fingers in. Max gave her another taste.

"Mm. Delicious!"

To be continued!