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Jennifer's Story

by Marci Manseau

Gail - Part One

My dad died of a heart attack when I was a infant.

Unfortunately, I never really got to know him. All I had left was a

few pictures of him and my mother's reminiscences.

Growing up without a father was difficult, so when my mother

remarried, I was as delighted as she was to finally have a man around.

Actually, two men. My new father's name was Jack and he had a son

named Bernie who moved in with us just after the wedding. Bernie and

I hit it off a once. I was twelve, he was thirteen and we both were

in the same seventh-grade class. We became close friends almost

immediately.

Early on I could tell Bernie was very attracted to me and I

know it wasn't long before I began flirting with him every time I had

the opportunity. It probably would have progressed much further

except that he was very shy and I was reluctant to make the first

move.

Tragedy struck four years later. My mother was killed in a

car accident on her way home from work. I'll never forget the date.

It was March 10th. I was overcome with grief and felt like an orphan,

but Jack, sensing how upset I was, told me he had promised my mother

he'd take good care of me if anything ever happened to her. He

assured me I would always have a home with him. Knowing that made me

feel somewhat better but I still missed my mother so much I cried

myself to sleep almost every night.

One night my grief was especially bad and I was weeping harder

than ever. That day would have been my mother's birthday. All I

could do was lie in bed and cry, thinking of her. Hearing a knock at

my door, I dried my eyes as best I could and said, "Come in."

It was Jack and he must have heard my sobs. As he walked over

to my bed, I tried to hide my tear stained face. "Are you all right,

Gail? I could hear you crying out in the hall."

Tears once again flooded my yes. "I miss my mother so much,

Jack. Why did she have to die? It's so awful."

Jack lay down on the bed next to me, wiping away my tears then

took me in his arms to comfort me. "It is awful. There isn't any

explanation I can give you, honey. It just happened. I know how you

feel. I miss her very much too. Would you feel better if I stay here

a while with you?"

"Yes, I'd like that," I said. "I'm so lonely now." I felt so

much better nestled beside him that I feel asleep almost immediately.

After that, each night he came in my room and lay beside me.

I liked the soothing feeling of being in his arms, the smell of his

aftershave filling my nostrils. As the weather turned cooler, he

would slip under he covers to stay warm. He held me and caressed me

until finally I dropped off to sleep. Many mornings I would find him

still there beside me.

Jack - Part One

After Gail's mother died, I tried very hard to make her feel

more comfortable with Bernie and me but I could tell she was very

lonely. I knew she missed her mother terribly.

Besides suffering the loss of her only remaining parent, she

was also going through a lot of physical changes that were very hard

for me to ignore. She had always been a very pretty child and now she

was rapidly becoming a very beautiful young woman.

One night as I was on my way to bed, I passed Gail's bedroom

door and heard her sobbing. I went in and found her huddled up in her

bed, tears streaming down her cheeks. My heart went out to her so I

took her in my arms and held her, telling her how much I loved her,

until at last she fell asleep.

We talked about her feelings the next morning. She told me

she felt better and thanked me for being there for her. She said it

was the first night since her mother died that she been able to sleep

well.

After that, I continued comforting her every night. I must

admit it made me feel good too because I missed my wife almost as much

as she missed her mother. I often fell asleep beside her waking up

when the sun came flooding into her room.

Gail - Part Two

Jack had made me feel a lot better by spending a lot of time

with me and he also began to spoil me in other ways. He would take me

shopping at least once a week and buy me anything I asked for. He

advised me on what to buy and encouraged me to start dressing more

like an adult. As I was becoming well developed, he picked out

beautiful dresses, bras and panties, nightgowns and even garters belt

and stockings. I loved all the attention he was paying me and the

lovely adult clothes as well. I felt so grown up.

After a day of shopping, Jack would always ask me to model

everything we'd purchased. At first, I felt uncomfortable being alone

with him dressed only a bra and panties, but it wasn't long before I

became more accustomed to it. He'd tell me how pretty I looked, then

reach out to adjust the bra straps or smooth the panties on my

backside.

One night, after we'd returned from a day long shopping spree,

I was reading in bed. Jack came into my room as he usually did, but

this night he was wearing only boxer shorts instead of his robe. He

told me to turn out the light and get under the covers as it was time

to go to sleep. He complimented me on how nice I looked in my new

white nightgown. Thanking him, I turned out the light and covered

myself with the blanket and sheet. After he got into bed with me, he

removed his underpants.

I snuggled up to him as I always did and felt very secure and

loved. As he held me in his arms, his hands stroked me through the

flimsy material of my nightie. When he reached my bottom and felt my

panties, he told me I shouldn't wear them at night because my body

needed to breathe. I obediently slipped out of them, throwing them on

the floor next to the bed.

He continued caressing me until his hand reached my breast. I

stiffened at first, not knowing how to react. In a few seconds, he

moved his hand away. A while later, he touched me there again and

this time I didn't react at all. In fact, it felt so nice that I was

pleased to have his hand there. It made me tingle all over.

My arms were around him and I began to trace the lines of the

muscles on his back. A strange but very pleasant feeling started to

spread through my body, centering itself in my pubic area. Jack's

hand returned to my now bare bottom and gently pulled me closer to

him. As our bodies touched, I felt his hardness press into me. I was

old enough to know that he had an erection and just what that meant.

I was very nervous but also amazed to think that someone my age could

have that affect on a grown man.

He began to kiss my neck as his hand reached up under my

nightie and stroked my back, pulling my nightgown up around my waist

as he reached higher. Now I could feel his erection against my skin.

Without understanding why, I pressed my pubic area against him and

then felt my juices begin to flow between my legs. His lips found

mine and he kissed me on the mouth for the first time. Gently his

tongue parted my lips and entered my mouth.

His hand moved to my side and he touched the edge of my

breast. I moved away from him slightly giving him access to it, and

letting him know I wanted him to touch me. His hand cupped me,

massaging and kneading my breast. His fingers made my nipple stiff.

I was no longer the least bit reluctant. I had become a willing

participant, wanting his touch, loving the feel of his naked body

against mine. I clung to him, my tongue probing his mouth.

Jack reached down and lifted my top leg then put his hardness

between my thighs. He released my leg and I could feel him captured

there. His hips moved slowly back and forth rubbing me from back to

front. It felt wonderful against my clit, that special spot my

fingers had come to know so well.

I was on fire and Jack was well aware of it. He paused long

enough to take off my nightie and then gently rolled me over until I

was on my back. He lay beside me, kissing my neck again, then moving

down until his lips captured my nipple. As he sucked and nibbled, his

hand slid down my body. His fingers lingered momentarily in my pubic

hair, then found my moist lips.

I parted my legs and was thrilled to feel his finger enter me.

It was the most erotic sensation I had ever experienced. He began to

kiss his way down my stomach until finally I felt his tongue begin to

circle my clit as his finger delved deeper inside me. By then my hips

were undulating and he brought me to orgasm in only a few minutes.

After that, I was in a frenzy and wanted him in me, but he wasn't

ready yet.

He spread my legs farther apart then lay between them. His

tongue and lips probed me and licked me for what seemed like hours.

He brought me to orgasm after orgasm.

At last he took pity on me. He raised himself up until our

mouths were locked together. I wanted him so badly that I reached

down took his erection in my hand. I was astonished to discover that

it was so hard and yet so soft. When I tried to put it in me, Jack

pulled away.

He said he didn't want to risk getting me pregnant, then he

explained to me that there are other ways to please a man. He rolled

over on his back and took my hand and put it on his penis. He showed

me just how he liked to have it stroked and told me he would spurt

come if I did it long enough. I was fascinated to think I could cause

him to erupt like that, so I eagerly started rubbing him.

I rested my head on his chest so I could get a good view and,

as I did, I felt his hand slide over my bottom and between my legs.

His finger parted my lips and explored my juicy slit. Waves of

pleasure swept over me and almost made me forget to keep stroking his

cock. I kept up my gentle caressing and a few minutes later he began

to moan, then finally I was rewarded to see his come shooting all over

my hand and his stomach. He pulled me to him, kissing me and thanking

me for being such a wonderful girl.

He left my bed after kissing me goodnight. I lay there, still

naked, and brought myself to one final orgasm while remembering how

good it felt to have Jack's tongue in me. I tossed and turned for a

long time after that, finally dropping off to sleep, dreaming about

him.

Jack - Part Two

Gail was, by then, growing out of most of her juvenile

clothes, so she and I spent many evenings shopping for a new wardrobe.

I knew it cheered her up and it brought us closer together. We had

time to talk and get to know one another as adults rather than

stepfather and daughter. It seemed to me our relationship was

changing as well. I felt more like her friend. Being with her almost

made me forget the emptiness her mother's passing away had left me.

After an evening of shopping, we were always in a exceptional

mood. I'd ask her to try on all the things we had bought that evening

and she was more than happy to comply. I especially liked seeing her

in the sexy lingerie I'd picked out for her. I knew it wasn't a wise

thing to do, but I couldn't help myself. Her newly developed young

body looked so perfect in a low cut bra and skimpy panties that I

simply couldn't deny myself the pleasure of watching her and, after a

while, it seemed she enjoyed it as much as I did.

After the fashion show was over and she'd gone up to her room

to get ready for bed, I'd rush into the bathroom and masturbate while

remembering how absolutely wonderful she had looked only minutes ago.

Then I'd change into my robe and get into bed with her and hold her

tenderly in my arms until she finally slept.

I knew I was in falling in love with her, not as a father

should love his daughter, but like a man loves a woman. Many nights

after she was asleep, I'd caress her breast through the silky fabric

of her nightie. I knew it was wrong but I was beyond being able to

curb my passion for her.

Maybe I was imagining it, but it seemed that Gail was having

some of the same feelings as I was. Once in a while she'd give me a

very prolonged goodnight kiss or I'd awaken during the night to find

her hand resting on my cock. All I knew is that with every passing

day, I wanted her more.

Everything seemed to come to a climax one evening in March.

We had gone shopping and I'd bought her a particularly sexy pink bra,

panties and garter belt set, not, I knew in my heart, because she

needed more underwear, but because I wanted to see her in them.

As soon as we arrived home, she asked me to come up to her

room after giving her a few minutes to change. She complained it was

too cold in the living room for her to model tonight. I waited

impatiently until she called me.

A few minutes after joining her in her room, I knew I hadn't

been wrong about her wanting me too. She had on the new lingerie with

sheer white stockings and high heels. Instead of demurely showing me

how she looked, she did a sexy walk, undulating her hips as she

approached me. I thought I detected an unmistakable look in her eye.

As I ran my hand over her bottom, she smiled at me.

For a few minutes, common sense overtook me and I stepped

back. I told her it was time for bed and hurriedly started to leave

the room but, when she smiled at me again and said to hurry back,

she'd be waiting for me, I lost all restraint.

I went into my room and tore off my clothes. Instead of

getting into my robe as had been my habit, I left on only my shorts.

I hurriedly went into the bathroom and brushed my teeth, then went to

her room. I found her reading in bed. She'd put on a sheer white

nightgown, one which she knew was my favorite. She looked absolutely

beautiful and I told her so. Smiling coyly, she thanked me. I

thought I noticed that certain look in her eyes again.

She put out the light and I got into bed, my cock immediately

erect as I took off my boxers. My arms went around her and she

nestled into me. I ran my hand down her back and when I discovered

she was wearing panties, I told her to take them off. Without moving

far away from me, she obediently slipped out of them.

I knew then was the time to discover if I'd been right. I

gently cupped her breast, afraid she might pull away or cry but she

didn't. I left my hand there for just a few seconds. Then I did it

again, this time not gently. I massaged it, taking her nipple between

my fingers and tugging on it.

As soon as I was able to tear my hand away, I moved my hand

down her back and under her nightgown until the warmth of her naked

ass delighted my touch. I pressed against her, my erection hard

against her pubic mound. Then I nibbled on her neck for a few

minutes, gradually moving along her cheek until our lips met.

Gail was anything but hesitant by now. As I kissed her, she

opened her mouth for my probing tongue and willingly accepted my hand

as it encircled her breast. Her young, soft skin was like silk to my

touch.

I wanted her very badly but knew it wasn't wise to enter her

without any protection so I slipped my cock between her legs but not

in her. As I moved back and forth I could feel her juices oozing onto

my cock and realized she was as turned on as I was. There was no need

for me to hold back any longer.

Without saying a word, I sat her up and took of her nightie.

I was obsessed with tasting her naked skin. I lowered her on to her

back and started kissing first her neck, then gradually moved to her

breast taking her nipple between my lips.

My hand reached down and parted her pussy lips. She was

soaking wet and I easily entered her with two fingers. My tongue soon

replaced my fingers and I was overjoyed to have my first taste of her

delicious pussy. In no time, she experienced several intense orgasms.

Then I felt it was time for me to teach her a few things about

pleasing a man. Gail must have felt the same way because she took my

cock in her hand and was going to put it in her pussy until I quickly

stopped her. Not until we had some protection I explained to her, but

she could be sure it would be soon.

My cock needed some attention so I took her hand and taught

her the motion I used to make myself come. She learned quickly and,

in a matter of minutes, I had one of the best orgasms of my life.

I left her room soon after with mixed feelings. I had

completely enjoyed every second of our lovemaking but I felt guilty

that it had been with someone so close to me and so young. I thought

about why it had been so easy for a long time and finally realized I'd

never let done it if she'd shown the slightest sign of unwillingness.

It was apparent that she'd wanted me as much as I'd wanted her.

Knowing that eased my mind a great deal.

Gail - Part Three

I awoke the next morning wondering if it had all been a dream

but knew in my heart it hadn't been. I was naked. That was proof

enough but when I discovered a small spot of Jack's seed on the sheet

I knew it had all been real. I hurriedly got up and put on my panties

and my robe. I was incredibly hungry so I ran down the stairs and

into the kitchen.

Jack was up already and was sitting at the table drinking a

cup of coffee. He smiled at me and asked me what I wanted for

breakfast. I couldn't speak. All I could think of was what had

happened last night. I walked over to him and sat on his lap. He

looked surprised when I put my arms around his neck and kissed him

deeply, but he didn't act surprised for long. His hand slipped inside

my robe and cupped my breast. I loved the rough feel of his hand as

he manipulated me. I could feel him harden under me.

Just then we heard Bernie coming down the stairs, so I jumped

up and went to the refrigerator.

Bernie came into the kitchen and joined us for breakfast. He

looked at me and his eyes immediately were riveted to my chest. I

looked down and suddenly knew the reason for his scrutiny. When Jack

had put his hand in the front of my robe, it had pulled open and my

right breast was plainly visible.

I smiled at Bernie then waited a few seconds so he could have

a good look before I covered my breast. His face turned red but he

made no effort to turn away. I guess I was still horny from the night

before because the next thing I did was to bend over at the waist and

get some eggs from the bottom shelf of the refrigerator. As my robe

was short, I knew both Bernie and Jack had a good view of my legs and

my backside through my sheer panties.

We all ate a quick breakfast then rushed to get ready to

leave. Bernie and I caught the school bus and Jack left for work.

That night as I was sitting on my bed reading, Jack came into

my room wearing only his robe. I quickly put down my book and smiled

at him. I had been waiting for him, hoping he wouldn't be reluctant

to be with me after our lovemaking of the previous night. I had

purposely worn a very short, sexy pink nightgown and no panties.

He smiled at me, looking appreciatively at my nightgown, then

said, "Would you like some company tonight, Gail? I'll understand if

you wouldn't."

"I was hoping you'd come back," I admitted. "I can't sleep

very well when you're not with me. I guess I'm used to you holding me

and comforting me. I had a hard time sleeping last night after you

left. Why did you leave?"

"I thought you might like to be alone," he answered. "To be

honest, I would rather have slept with you. I didn't sleep well alone

either. I won't make that mistake again, that much I promise you."

As he stood beside my bed, I reached up and untied his robe.

He was naked under it and, as it parted, I reached out and tenderly

stroked his penis and testicles. He immediately stiffened, his

excited member almost doubling in size. I was fascinated to see this

marvelous change take place. I moved closer to him and tenderly

kissed the head of his penis.

After a few minutes, Jack sat next to me and began to kiss me.

I couldn't stop caressing him because I loved the way his hard cock

felt. He gently parted my legs and softly stroked the insides of my

thighs.

"Would you take off your nightgown for me?" he asked. "I want

to see your beautiful body naked."

I would have done anything he asked so I sat up and quickly

slipped it off, feeling quite embarrassed as I sat there on my bed,

naked in front of a man for the first time. Jack's reaction soon made

me relax.

"Gail, he said, "you have an absolutely perfect body. You

shouldn't ever be allowed to wear clothes again."

I blushed but I loved the way he looked at me and the way his

hands felt on me.

"Thank you," I said. "I like looking at you, too. Men are so

different. This is the first time I've seen a man's thing'. I guess

I never really knew what one looked like until now."

"A thing'?" he laughed. "Is that what you call it? Most

people call it a cock or a penis. Don't be afraid to say cock. It's

all right with me. It's more than a thing."

I blushed again and finally forced myself to answer. "You

have a wonderful cock," I said. "It feels so warm and hard. I loved

watching it spurt last night. Would you like me to make it spurt

again?"

"Let's wait a while," he answered. "There's a lot more I want

to show you. Do you remember how I used my mouth on your clit to make

you come last night?"

"Yes," I said, my face reddening. "It was wonderful. Your

tongue made me so crazy. I thought about it after you left and got

all steamed up again."

"Did you masturbate then?" he asked. "Don't be embarrassed to

admit it if you did. Everyone does it at one time or another. It's a

very natural and healthy thing to do."

"I used my finger to make myself come," I blushingly admitted,

"but it wasn't nearly as good as when you did it for me."

"I'm glad you did, Gail, because you should always feel free

enough to give your body whatever it needs," Jack said. "Sometime I'd

like to watch you turn yourself on, but for now I'd like to teach you

how to please a man with your mouth. Next to intercourse, it's the

nicest thing you can do for me. It really turns me on a lot. Would

you like to try it?"

"If it turns you on so much, then I want to know how to do

it," I said. "I want to learn to please you as much as you please me.

What should I do?"

"Just take my cock in your mouth as far as you comfortably can

and then suck on it while you move your head back and forth," he

answered. "Make sure to keep your teeth out of the way as the skin

there is very tender and sensitive."

I moved closer to him and brought my head down, hesitantly at

first. I opened my mouth as wide as I could and slowly took his

hardness into it as far as possible. I gagged a little but kept

sucking away until I got the hang of it. I moved my head up and down

as Jack had told me to do. His hands guided my head as I did and when

I heard him begin to moan, I sucked harder and faster.

"Oh, Gail," he said, "that's perfect. Just keep it up for a

few more minutes and I'll come in your mouth. Don't be afraid. Just

swallow it when I do."

I did as I was told and a few minutes later I felt him tighten

up. I sucked as hard as I could as I tasted his come flooding into my

mouth. I swallowed all of it, savoring it as I did.

Jack raised my head up and kissed me. "Thank you," he said,

"that was perfect. If I didn't know better, I'd think you'd been

doing that for years."

"I liked doing it for you," I said. "You taste so good. I'd

like to do it again. Just ask me anytime and I'll do it, alright?"

"You can be sure I will, " he said. "Now it's my turn to

please you. Lie down next to me."

He began by fondling my breasts, covering my very hard nipples

with tiny kisses. As I began to moan, he started sucking on them

harder and harder. As his kisses moved lower, my juices really began

to flow. When his tongue found my clit, I burst into an instant

orgasm.

After a few minutes rest, I began to massage his cock and

brought it back to a full erection. I got on top of Jack and began

kissing him passionately as I rubbed my pussy up and down against his

penis. Every time the head of his erection touched my clitoris, waves

of passion flowed through my body. I knew Jack loved the feeling as

well. One of his hands was kneading my breast while the other pushed

hard on my ass.

I wanted him inside me so badly that I decided to take matters

into my own hands. On the next stroke I moved higher and felt his

cock spring up between my legs. I raised my hips up a bit and then

pushed down quickly. Before he had a chance to protest, he was in me

all the way.

There was only a moment's pain, then I felt nothing but the

wonderful sensation of his erection filling me completely. He tried

to pull away but I held on to him as hard as I could. After a few

seconds he stopped protesting and started pumping his cock into me,

slowly at first and finally as fast as he could. I matched his

strokes with my hips taking him into as deeply as possible. We both

erupted with intense orgasms then collapsed in a heap, his cock still

inside me.

"Gail," he said after he'd recovered a bit, "you shouldn't

have done that. I don't want to get you pregnant."

"I'm sorry," I answered, "but I just couldn't help myself. I

had to feel you inside me. It was like I went crazy for a few minutes

and had no control over my body. I love the way you feel in me."

"I love it, too ," he said, "but it's just too risky without

using some kind of birth control. We have to get something soon.

I'll call my doctor tomorrow and see if he will prescribe the pill for

you."

"Okay," I said, "that's what some of my friends use. I want

to be able to make love to you every night. Will it be safe then?"

"The pill is almost 100% foolproof," Jack said, "so you won't

have to worry. Now let's get some sleep."

Almost immediately I fell asleep still on top of him with his

now soft member still buried in me.

Jack and I continued to sleep together every night from then

on. I became quite accomplished at pleasing him in bed and he always

made sure I had several magnificent orgasms. In a few weeks I felt

more like his wife than his stepdaughter.

He continued to spoil me, now even more so. We began going

out together at night to dinner or to a movie. I worked hard at

looking older, hoping people would think of us as a man and a woman in

love instead of father and daughter. I loved being spoiled by him. I

felt so adult when he opened the car door for me or held my chair in a

restaurant. When we walked down the street, we always held hands or

had our arms around each other's waist.

Jack - Part Three

The day after Gail and I had made love for the first time I

had serious misgivings about sleeping with her again. Guilt had made

me feel like a dirty old man but even that wasn't enough to make me

stay away from her completely. I debated about what to do all day,

finally deciding I'd let her make that choice.

When I went to kiss her goodnight, she looked so good in her

nightie that I almost grabbed her and kissed her, but instead I asked

her if she wanted me with her tonight. She told me she hadn't slept

well without me the night before and was hoping I'd never let her

sleep alone again. Feeling very relieved and knowing I had no further

need for guilt, I kissed her and assured her I wouldn't.

As if to prove to me how much she wanted me there, she opened

my robe then fondled and kissed the head of my cock. I was hard in an

instant. I asked her to take off her nightgown. Naked, her young

body was flawless. Her breasts were small and pointy and her hips,

although still narrow, were filling in nicely. Her behind had always

been one of her best features but now, seeing it naked for the first

time, it was all I could do not to grab it and lick it for hours.

She continued fondling my cock and even offered to masturbate

me again but I said no, hoping instead to teach her how to suck my

cock. She was very willing to learn, especially after I told her how

much I enjoyed it. After a few verbal instructions, she proceeded to

suck me off and swallow my come as if she'd been doing it all her

life. It was fabulous.

Then it was my turn to make her come, so I kissed my way down

her sweet body and licked her virgin pussy like a man obsessed. Her

orgasm was quick in coming and as soon as she was done, I licked off

any remaining juices from her labia. It wasn't a matter of being

clean. It was just that I couldn't seem to get enough of her.

Finally, I lay back on the bed and Gail stroked me long enough

to make me hard again. I pulled her on top of me intending to rub my

cock between her legs until I came again but she had other ideas.

Without my being aware of it, she suddenly shifted her position and

plunged her pussy onto my cock. She was so wet that it was all the

way in her on the first stroke. Initially, I did try to pull out but

she wouldn't let me, so I gave in to what I knew was unstoppable and

began thrusting into her as fast and as hard as I could. I had

intended to pull out of her before I came, but passion overcame sense

and soon we both exploded.

As soon as I calmed down a bit, I reprimanded her for being

reckless but there was no real sincerity in my voice. At that point I

was absolutely sure we'd have to get her on the pill and I told her

so. I made the call to the doctor's office to set up an appointment

the very next morning.

Gail - Part Four

Bernie began to act more strangely as Jack and I became

closer. I think he felt jealous of our relationship. I felt a

growing resentment on his part towards me and it made me very sad.

One day during the first week of our summer vacation before

starting high school, I had gone off to spend the day with some of my

friends shopping at a nearby mall. Bernie usually went with us, but

that particular day he had stayed home saying he wasn't feeling very

well. I knew something was weighing heavily on his mind him, so

around one o'clock I decided to come home earlier than I had expected

to and see if we could talk about whatever was bothering him.

I walked in the house and, not finding him downstairs, went up

to his room. I was surprised not to find him there. As I was about

to leave, I heard the radio playing in my room, so I walked across the

hall to see if he was there. As I walked into my room, I stopped

dead. Bernie was asleep on my bed, dressed from head to toe in my

clothes.

I stood there for a few minutes just staring at him and

wondering why he would want to wear one of my dresses. As I thought

about all this, Bernie turned onto his back and I saw he had an

erection. There was a big bulge in the front of his skirt which, at

first, looked silly but the more I stared at it, the more aroused I

became. I slipped my hand inside the waist band of my skirt and

panties, then parted my already moist pussy lips with my finger. As I

rubbed my clit, I moved closer to the bed.

I stood there and watched Bernie for a few more minutes. His

face was completely made up and he looked very much like a pretty

girl. He was wearing red nail polish and some of my jewelry. The

aroma of my new perfume wafted up to my nose and I realized it was

coming from him.

I became so fascinated by his erection that I eased myself

next to him on the bed, then reached down and very slowly raised up

his skirt and slip, being very careful not to awaken him. Underneath

my dress he was wearing stockings and my sexiest garter belt and panty

set, pale pink and trimmed with pretty snow white lace. His hard cock

was very visible, straining against the sheer nylon fabric of my

panties.

Without even being conscious of it, I found my hand had moved

to his cock and was gently caressing his hardness through the soft

material. He began to stir and, although I knew I was waking him up,

I couldn't stop touching him. He opened his eyes and when saw me

there, a look of panic crossed his face. I quickly pulled down his

skirt.

"Don't be alarmed," I said, trying to comfort him. "I think

you look very pretty in my clothes, and it turns me. Just relax. I

won't say a word about this to anyone. I'll let you wear my things

anytime you want, as long as you let me watch you and help. I bet you

like being a girl and wearing my things."

He was too upset to say anything but finally managed to nod

yes.

"It's okay, Bernie. If you really like being a girl, I'll try

to make you look as good as possible. The only condition is that

you'll have to do whatever I tell you. Is that okay with you?"

"Yes, I'll do whatever you say, Gail," he answered haltingly,

"and please, please don't tell my father about this."

He was almost hysterical. His erection had completely

disappeared and there were tears in his eyes. For some reason, that

excited me even more. Knowing I'd be able to control him from now on

very much appealed to me.

"I promise I won't tell him about it," I said reassuringly.

"Besides, I like the way you look as a girl, so if you'll dress up for

me whenever I tell you to, it will stay our secret. But you must do

whatever I tell you to do and never let anyone know about it. Will

you promise me?"

"I promise," he said. "I'll dress up for you whenever you say

and I'll do whatever you tell me."

He was so petrified of anyone finding out about his secret

that I knew he'd more than willingly do anything I asked of him. The

look on his face assured me I had the upper hand.

"Then I think I'd better have a closer look at you," I said.

"Stand up and let me see just how pretty you are."

Bernie got off the bed and walked closer to me. I could tell

from the way he walked in my heels that he'd spent enough time in them

to know how to walk like a lady.

"You do look nice," I admitted truthfully. "Just how long

have you been trying on my things?"

"I guess ever since you've lived here," he said. "I don't

know why I like to wear your clothes. I just feel a lot more

comfortable in them than I do in my own. I hope you're not angry with

me."

"No, I'm not angry with you at all," I said. "In fact, I like

the way you look in my dress and lingerie. It especially turned me on

when I pulled up your skirt and saw that your were wearing my

stockings and pink panties. You looked so sexy in them that I

couldn't resist touching you. Does it turn you on as well?"

"I get hard every time I put on your panties," he blushingly

admitted, "and I got excited when you rubbed me. Whenever I wear your

panties I think about how sexy you look and then I wish I could look

as hot in them as you do. You're so pretty, Gail."

I suddenly realized I wasn't aware that Bernie had ever seen

me undressed. I'd always tried to be very modest around him because I

knew he liked me a lot and was always staring at me.

"When did you see me in my panties?" I asked irritably. "Have

you been peeking through my keyhole?"

"Only once or twice," he stammered. "Please don't be mad.

It's only because I think you're so pretty and besides, I wanted to

learn how girls do things."

"Well, I guess it's all right. And thanks, I think you're

pretty, too," I said. "Would you like to see me in my bra and panties

right now?"

He just nodded, so I stood up and slowly pulled my sweater

over my head, then removed my skirt and half-slip. His eyes never

left me for a second and when I saw the bulge in his skirt reappear, I

knew he liked what he saw.

"Bernie, I don't think it's fair for me to be the only one

undressed," I said. "Why don't you take off your dress and slip so I

can see how nice you look in your bra and panties?"

"I'd be too embarrassed," he said and began to back away from

me.

"Don't you remember that you promised to do whatever I told

you?" I said sternly. "Now turn around and let me unzip you."

This time he did as he was told. I pulled down his zipper

then slipped off his dress, letting it fall to the floor. "Now pick

up the dress and turn around," I ordered. "I want to see how pretty

you look."

He retrieved the dress and, as he turned and faced me, I had

to admit he looked very sexy standing there in my pink slip. I moved

closer to him and gently slid the straps of the slip off his

shoulders, letting it fall to the floor and then had him step out of

it. I was pleased to see he had chosen to wear the bra that matched

his garter belt and panties. He had stuffed the bra with socks and

his breasts look surprisingly realistic. I had become very hot by

that time.

My arms went around his neck and I pressed myself against him

as our lips met for the first time. His arms were around me now and I

could feel his erection hard against my pubic bone. I slid one hand

down and caressed his bottom through the silky fabric of his panties.

I felt him trying to pull down my panties and quickly stepped back.

Things were going too quickly and I wasn't in control. I didn't like

that at all.

"Slow down," I ordered. "We have all afternoon to play. I

want you to lie on the bed. Remember, I'm in charge now and you must

do whatever I tell you to do. You promised me you would and I'm not

going to let you go back on your word. Otherwise I won't ever let you

wear my pretty things again."

"I'll do whatever you want," he answered, blushing. "I like

it when you're in charge and I'll never argue with you again."

He went to my bed and lay down. He looked so cute lying there

in his matching bra, garter belt, panties and stockings that my juices

began to flow like a river. I joined him on the bed, lying very close

to him with my face next to his hips and his next to mine. I traced

the outline of his erection through his panties with my fingernail and

was fascinated to see it strain up towards me.

"Bernie," I said, "you have the cutest cock. I want to see

you stroking it. Rub it for a few minutes through your panties then

take it out and show me how you masturbate. I want to see you come."

I could tell he was reluctant to follow my orders but he knew

from the tone of my voice that he had no choice. His hand reached

down and he began to caress his penis just as I had told him to do. I

loved seeing his red painted fingertips against the pale pink of his

underpants. Finally, he eased his cock out of the side of his panties

and pumped it for me. I was so excited that I reached inside my

panties and gently massaged my clit in time to his strokes.

I saw his back begin to arch and knew he would come soon. I

moved my finger faster and in seconds we both exploded. As I watched

the thick white cream spurt out, I moved closer to him and caught

almost all of his milky fluid in my mouth, then tenderly licked the

rest off his cock.

"That was fun," I said. "Did you like it as much as I did?"

"It was great, " he answered, a blush turning his face the

color of his lingerie. "I'm still kind of embarrassed to be dressed

this way in front of you, though. Do you really like the way I look?

Did you really mean you'll let me wear your clothes again?"

"You're as beautiful as any girl I know," I truthfully

admitted, "and I'm going to have you dress up in my prettiest things

as often as possible. I want to teach you how to look as feminine and

sexy as you can. From now on, we're going to be like sisters. Would

you like that?"

"Oh, yes," he gushed. "I think I've always wanted to be a

girl. I don't know why I don't like being a boy, but I hate it. I

used to wear my mother's clothes even when I was little. She always

thought it was cute and said I could be both her son and her daughter

that way. She loved to dress me up and we'd have tea parties or play

with some of the dolls she had when she was a little girl. I'll

always remember how much closer I felt to her at those times, just

like I do to you now. I miss her a lot."

I felt very close to him then, too. I turned and hugged him,

knowing myself about losing a parent. I guess it was then I realized

how much I truly cared for him.

"I know I'll really like being your sister," he said. "I just

hope my dad doesn't find out about it. He'd kill me if he saw me

dressed like this. I wish he could accept me the way I am but I don't

think he would."

Jack was more understanding than Bernie knew. I wanted to

tell him, but I couldn't explain how I knew, or just how close I was

to his father. I decided then and there I'd make sure Jack would come

to know and love his son regardless of how he chose to dress. I knew

I could do it. Jack cared a lot about me and always tried to please

me.

"Bernie," I said, "I think I can make your father understand

how you feel. I'm going to tell him about you. I love your either as

a boy or as a girl and I'm sure I can convince him that he has to

accept you as you are."

"Oh, please," he pleaded with a look of horror on his face,

"don't say anything to him about me. He'd hate me if he knew. I'm

sure of it. I couldn't face him if he found out how I feel. Please,

please don't tell him."

"No," I answered, "I have to tell him. I'm positive he'll

understand if I tell him how you feel and if I make him realize how

unhappy you are as a boy. You've agreed that I'm in charge here so

you're just going to have to trust me. I know your father a lot

better than you do. Eventually he'll accept you and love you

regardless of how you're dressed, I'm sure of it."

I hugged Bernie again, knowing in my heart I was right. Jack

loved his son very much, enough that he'd be able to tolerate whatever

Bernie felt he had to be.

"I think it's time for you to get changed," I said . "Your

father will be home soon. Just leave everything to me. I'll break it

to him.

Bernie - Part One

When Gail had come to live with us a few years ago, I was

infatuated with her from the first moment I saw her. There was more

to it than a simple crush though, I have to admit. I'd always felt

like I was a girl trapped in a boy's body and hated the way I looked.

Whenever I looked at her, I pictured myself being as pretty and as

feminine as she is. I was drawn to her by a curious combination of

lust and envy.

Whenever I was home alone, I'd always sneak into her room and

try on her prettiest clothes. Wearing her lingerie and dresses not

only made me feel more like the girl I wanted so desperately to be,

but it also made me feel closer to Gail. The first thing I'd do was

to go into her hamper and take out a pair of her panties and, after

smelling the wonderful aroma of her pussy, I'd put them on to conceal

my erection. Then I'd put on a bra and garter belt with stockings.

This was just before pantyhose became popular, and to this day, I

still prefer to wear stockings whenever I can.

After spending a long time admiring myself in her mirror, I'd

put one of her pretty slips and dresses. As this was the sixties, I

was able to let my hair grow very long without anyone knowing the real

reason why, and I loved the way it looked when I wore a dress.

Following quite a lot of experimentation with makeup, I got to the

point where I looked almost like the girl I knew I was truly meant to

be.

I'd spend hours walking around the house in high heels

fantasizing about making love to Gail or to one of the cute boys I

knew. Then I'd get so hot I'd have to masturbate. I loved coming

inside her panties, the feel of the delicate nylon against my erection

greatly intensifying my orgasm. When I finished, I'd wash out her

panties and put them back in her hamper. I was very careful not to

leave any traces behind as I was sure no one would understand how I

felt.

One of my other favorite pastimes was to peek in the keyhole

whenever Gail was in the bathroom or her bedroom. I'd watch her

dressing or undressing, being both curious about how girls did things

and turned on by the sight of her body. I wanted to be her so badly I

could hardly stand wearing my own clothes.

I also loved to listen in when she and her girlfriends were

talking. That was how I learned a lot about the way girls felt about

boys and what clothes they liked. Reading "Seventeen" and her other

fashion magazines was another educational resource for me. As I paged

through the magazines, I pictured myself walking down the street in

each new ensemble while hoards of admiring men followed me.

Whenever I had the chance, I'd accompany Gail and her friends

on shopping trips to the mall. I'd pretend I was just one of the

girls. I'd watch as they tried on different outfits and wonder if

they'd look as pretty on me as they did on them.

Gail's mother and I had gotten along well, too, and I felt

awful when she died. The three of us became much closer after her

death, drawing together as many families do after a tragedy. When my

father finally disposed of her clothes, I managed to spirit away of

few of her things to remember her by. I still have a necklace of hers

that I often wear and a very sexy black teddy.

As I became older, I was allowed to stay home alone on days I

didn't feel well. These days became an obsession with me. I'd spend

the whole day as a girl, feeling safe from accidental discovery, my

worst fear. First I'd bathe and then spray perfume all over my body.

Then put on lingerie and makeup, trying on almost all of Gail's

clothes until I found an outfit I felt totally gorgeous in.

When I'd finally found the proper sexy heels and jewelry to

accent my outfit, I'd go down to the living room and turn on the

stereo. I'd dance and spin in front of the mirror, loving the way my

skirt flared out as I twirled. I'd become more and more excited as I

envisioned myself as a real woman.

One of my favorite fantasies was to pretend I was out on a

date with some hunk who couldn't resist me. I'd sit on the couch and

make believe he was kissing me and that it was his hand sliding up my

stocking covered leg instead of mine. I'd prudishly make him remove

it the first few times then ultimately I'd give in and let him stroke

my imaginary pussy through my lacy panties. Then I'd return the favor

by sucking on his wonderfully erect penis until he came in my mouth.

After a few replays, I'd usually come in my panties sometimes without

even touching myself.

Then, one afternoon in June, my worst fear was realized. I'd

fallen asleep on Gail's bed after a particularly exciting day of

wearing her clothes. She come home unexpectedly and found me there

asleep on her bed still wearing one of her dresses. I woke up when I

felt her hand stroking my cock through my panties. She had pulled up

my skirt and slip and was caressing me. I almost panicked but was so

frozen by terror I couldn't move.

Thankfully, Gail didn't laugh at me or even get angry.

Instead, she told me she didn't mind me wearing her clothes and she

said she thought I looked pretty. She liked me as a girl and wanted

to dress me up often, as long as I was willing to let her have control

over me. It was a side of her I'd never seen before but it didn't

matter to me. In fact, I have to admit I liked it. Even if I wasn't

as willing to cooperate as I obviously was, I knew I didn't have any

choice. If my father ever found out, I knew it would be the end of

me, so I quickly agreed.

She asked me a lot of questions about why I liked wearing her

clothes and I tried to explain it to her as best I could. When I told

her I had seen her in her underwear, she was momentarily annoyed with

me until I lied and said I'd only peeked at her a few times. I told

her she looked so pretty and sexy in her lingerie. She seemed quite

pleased and her good mood returned almost immediately.

When she took off her clothes so I could enjoy seeing her in

her underwear close up, I knew she was getting excited too. I

willingly let her undress me when she asked to see how I looked in her

bra and panties, although I was still very nervous.

Most of my nervousness disappeared when Gail stepped up to me

and kissed me. I was hoping to see her in the nude, but she stopped

me when I tried to undress her. She told me to sit on the bed and

then, when she began stroking my erection, I almost came. She made me

rub it and then had me take it out and jerk off for her. My face was

red with humiliation, but again I knew I had to obey her. When I saw

her hand go inside her panties, it was more than I could withstand and

I exploded. I was amazed when she licked up my come then kissed the

tip of my cock.

After we had a chance to recover and get dressed again, we

talked for a long time. I told Gail how my mother had first dressed

me as a girl. She said she planned to dress me up a lot and thought

of me now more as her sister. I loved the idea of being her sister

and I quickly admitted it.

I was feeling very happy and comfortable until she insisted

she tell my father about me. I begged her not to say anything to him

but to no avail. She had her mind made up and was convinced he would

understand. I was the victim of my own obsession. I had no choice

but to accede to her wishes. There was absolutely nothing I could do

short of killing myself to stop her and she knew it.

She had me remove my makeup and change out of her dress but

insisted I keep on all her underwear. I was happy to comply and even

happier when she agreed to think of me as Jennifer, the name I loved

to call myself.

Gail - Part Five

When Jack came into my room later and joined me in bed as he

usually did, I knew he was curious about the change in Bernie.

"What's going on with you and Bernie?" he said. "The two of

you seemed to have taken silly pills."

"We had a long talk about some things that were bothering

Bernie," I answered, "and we seem to have worked out all our problems.

Now we were the best of friends again."

By then we were naked and cuddling. As usual, I was caressing

Jack's wonderful erection. I loved how it felt and I never seemed to

be able to stop touching it.

Jack said, "What's bothering Bernie? Is there a problem

between the two of you?"

"No problem with us," I responded. "It's a very personal

thing for Bernie and I'd been sworn to secrecy, but I'll tell you

about it if you promise to be very open minded and not to repeat any

of it to him."

"I love Bernie very much and want to help him with whatever

problems he has," Jack answered. "I'll be very understanding and I

won't say anything to him. You have my word."

I believed him so I explained to him how Bernie felt. I told

him about coming home early and finding wearing my clothes. I said

that he looked very much like a girl but I left out the part about our

sex play. He asked me a lot of questions and I answered them as best

I could. When I told him Bernie wasn't gay, he seemed very relieved.

In the end, he told me it really didn't matter. All he wanted

was for all of us to be happy. If Bernie felt more comfortable

wearing my clothes, then he'd try to understand and accept him as he

felt he had to be. He also said that he suspected how Bernie felt

when, a few years ago, Bernie's mother had explained to Jack about how

the two of then liked to play dress up. He had realized then just how

different Bernie was.

I hugged Jack and thanked him for being so terrific. His

understanding of Bernie's problem made me care for him even more, and

I showed him just how much when we made love later.

The next day we slept late and as soon as Bernie and I had

finished lunch, we went directly upstairs to my room.

"Jennifer," I said, "today I'm going to dress you up in my

clothes and after that I have a special surprise for you. First, I

want you to take a bath and wash your hair. When you're done, I'm

going to set your hair just to be sure it's as pretty as possible.

Now take off your clothes."

Bernie/Jennifer did as he was told. When he removed his

pants, I was not surprised to see he was wearing a pair of my black

bikini panties. He looked so sexy in them that I made him keep them

on while I ran his bath water.

When he finished bathing, I covered him with scented dusting

powder then took him back to my room where I had all the clothes I had

picked out for him to wear laid out on the bed. I had selected a

pretty white garter belt, bra and panties that Jack had bought for me

a few weeks ago, along with sheer stockings and a white slip. On the

closet door hung a pink party dress that I knew would look very

feminine on him. Thankfully Bernie was still young enough that he

didn't have much hair on his legs and none on his face or body.

Next, I did his long blonde hair, adding fullness and loads of

curls while he polished his nails. Then I put some of my makeup on

him, not a lot because I wanted him to look young and innocent. He

wanted to see how he looked in the mirror but I wouldn't let him, not

until he was finished dressing. I helped him put the dress on, then

gave him my white 3-inch heels to wear. They were a half size small

for him but he was able to squeeze into them anyway.

All that was left were the finishing touches. I sprayed some

cologne on his neck and wrists, then helped him choose some jewelry to

compliment his outfit. The overall effect was amazing. He/she looked

extremely pretty. He could easily pass as one of my girlfriends.

When he went to mirror, he just stood there and stared.

"Oh, Gail," he exclaimed, "I can't believe how much I look

like a girl! This is exactly how I've always tried to be but I was

never good enough at it."

"You do look wonderful, Jennifer," I said. "No one would ever

suspect that you're not a girl. Maybe you should have been born one

in the first place. Give me a minute to change, then let's go

downstairs and I'll tell you all about your surprise."

I felt underdressed in my jeans next to Jennifer so I quickly

put on a garter belt and stockings, then a dress and heels. For just

a few minutes I fussed with my makeup and hair.

I took my new sister downstairs then and seated her on the

couch. I had something very important to tell her and I knew it would

be hard for her to accept.

"Jennifer," I began, "last night after you went to bed, your

father and I had a long talk. I told him about your liking to wear my

clothes and how nice you looked in them."

A look of shock immediately covered her face. I reached over

and took her hand, trying to calm her. She tried to say something but

I told her to wait until I was done explaining everything.

"I told him you weren't weird or gay," I continued, "and

believe it or not, he was very understanding. Your mother told him

about dressing you up a long time ago so he was prepared for what I

had to say. All he wants is for you to be happy and if that means you

prefer being a girl, then it's something he'll go along with. Now,

aren't you glad I told him?"

"Are you sure he means it?" she asked. "I can't believe he

was so understanding."

"Yes," I said, "I'm sure he means it. He loves you very much

and he's a very compassionate person. I know he won't feel any

differently towards you or laugh at you when he sees how terrific you

look this evening."

"What do you mean?" she said, a look of horror covering her

face. "Do you expect me to stay in these clothes until my father

comes home from work? I could never do that. He'd hate me for sure.

I'm going to go and change my clothes right now."

"No, I swear to you he won't, and you're going to stay in that

dress," I replied firmly, grabbing her by the arm and holding her on

the couch. "I'd never ask you to do anything that I knew would make

either you or your father unhappy. Besides, you agreed to do

everything I tell you to do, or did you forget your promise?"

"I didn't forget," she said. "It's just a very difficult

thing for me to do. Can't we wait a few weeks?"

"No, it has to be today," I answered. "Don't worry. I know

your father well enough to know how he'll react. It will take some

time for him to get used to you as Jennifer, but eventually he's going

to love having another daughter as much as I love having a sister."

"I'll do it if you say I have to," she said, "but if he even

makes one nasty remark, I'm going to run away from home."

"It will be fine, just trust me," I explained, hoping I was

right. "Now, I think we should find something fun to do for the next

hour or so. I think it's time for you to learn more about girls.

Yesterday I watched you come so I think it's only fair if you get to

watch me today. Do you know how girls masturbate?"

"No," Jennifer replied with a very red face. "I didn't even

know they could."

"Of course they can, silly," I said, laughing at her reaction.

"I'll show you how it's done. Watch me and then you'll know how."

It wasn't really necessary for me to tell her to watch. Her

eyes were riveted on me as I lay back on the couch and raised my

skirt. I spent a few minutes stroking my lips through my panties and

then, when I felt moisture seeping through, I raised my hips and

slipped out of my panties.

To make sure Jennifer understood all about my body, I spread

my legs giving her a clear view of my pussy which then was covered

only by a sparse patch of pubic hair. I told her the names of all my

parts and explained how my clit was kind of like her penis. That was

the part that needed tender loving care to make me come. The look of

fascination on her face made me exceptionally horny. My juices were

flowing like crazy.

As my finger parted my swollen lips, Jennifer moved closer to

me and began stroking my legs through my stockings. Her touch sent

ripples of pleasure through me and in no time my head was rolling back

and I was moaning, my orgasm sweeping over my body.

It took me a few minutes to recover after such an intense

orgasm, the smaller waves of pleasure gradually subsiding. All this

time, Jennifer was staring at my pussy and inching closer.

"Did you enjoy watching me come?" I asked her as I reached

down and picked up my panties off the floor. I knew without asking

that she had thoroughly enjoyed it and, as she'd never seen a vagina

before, I took my time getting dressed.

"Yes," she answered. "Now I know how girls do it. Can

someone else do it for you or do you have to do it for yourself?"

"I guess someone could do it for me," I said. "No one ever

has but I don't see why not."

"I'd like to do it for you sometime, that is if you'd like me

to," she said. "You're so beautiful, especially down there. Could I

touch you there now?"

I smiled at her, knowing she had become extremely aroused

watching my finger massaging my clit. Her cheeks were all flushed and

there was a very unladylike bulge in the front of her skirt.

"I have an even better idea," I said. "You take off your

panties and then I'll teach you an even better way to make me come."

"What way is that?" she asked as she stood up and quickly slid

her panties down over her stockings and heels. Her erection was now

peeking out from under the hem of her skirt. It was so cute I decided

I had to suck it. I reached over and took a hold of it, pulling her

closer to me. The smell of her perfume made me even more aroused.

"I'm going to teach you how to use your tongue to make me come

in a few minutes," I told her. "First, I want to use my mouth to make

you come. I know you'll like this a lot. Just stand there and hold

your skirt and slip up but don't do anything else."

She obediently did as she was told. I caressed her cock and

balls for a few minutes, then began kissing the tip of her erection.

Gradually, I eased her into my mouth until almost all of her was in

me. I reached behind her and held the cheeks of her ass as my tongue

stimulated the sensitive underside of her penis. I began sliding it

in and out of my mouth and on the third stroke I was rewarded with an

almost unbelievable amount of sweet tasting semen. I sucked a few

more times, wanting all there was of it, then released her with a

tender kiss on the tip of her then softening cock.

Her legs were shaking so badly I was afraid she would collapse

on the floor, so I sat her on the couch.

"Gail," she said with a tremble in her voice, "that was

incredible. Who taught you how to do it?"

"That's none of your business," I told her, knowing she would

collapse for real if I told her that her father had been the one to

show me all I knew about sex. "I'm glad you liked it though because

I'm going to do it to you a lot, Jennifer. I love the taste of come.

Someday soon I'll save some and let you taste it because I know you'll

love it as much as I do."

"Will you show me how to do you now?" she asked. "I can't

wait to taste you."

I was more than willing but after looking at my watch, I

discovered that Jack would be home any minute, so I reluctantly said,

"It'll have to wait until another day. Your dad will be here soon.

Let's get your panties back on. Then I want to make sure your hair

and makeup are perfect. After all, this is the first time he'll meet

his daughter Jennifer and first impression are so important.

We quickly dressed and then I took Jennifer into the bathroom

and spent a few minutes making sure we both looked our best.

She primped in front of the mirror anxiously. "I'm so nervous

about how my father is going to act when he sees me in a dress. Are

you sure he won't be angry, Gail?"

"You don't have to worry," I said. "He told me last night

that the most important thing to him was your happiness. Once he gets

used to seeing you as a girl, you'll be able to wear my clothes all

the time. I bet you'll be happy about that, won't you?"

"Sure, I will," she admitted. "I always felt so guilty about

sneaking around trying on your things when I was home alone. I wish

I'd been born a girl so I could wear pretty things all the time. I

really hate being a boy and having to dress in dumb male stuff."

There were tears running down her cheeks and I sensed a lot of

pain in her voice. My heart went out to her. I put my arms around

her and hugged her tightly. "Jennifer, please don't worry. From now

on you and I will be like sisters, and I promise you won't have to

dress or act like a boy any more than is absolutely necessary. We can

share all my clothes and even buy you some things of your own. I know

you and I will have a fabulous time shopping for new outfits. Now,

you'd better stop crying before you totally ruin your makeup."

Just then we heard the front door open and Jennifer froze. "I

can't face my father like this," she said. "Can't you just tell him

I'm not home?"

"No, you have to let your father see the real you," I

insisted. "You've been hiding for too long. He told me he's ready

and willing to accept you, so let's go and show him how pretty you

are."

I grabbed her by the arm and led her into the living room.

Jack was in the kitchen making a drink, so I sat Jennifer on the couch

and told her not to move while I went to have a word with him.

He was standing at the counter stirring his drink. "Hi," I

said, standing on my tip toes and kissing his cheek. "How was your

day?"

He looked down at me with a smile and he seemed to be relaxed,

but I sensed that he was just as nervous as Jennifer. "Great. Is

Bernie home?"

It's now or never, I thought to myself. "No, Bernie isn't

home," I answered, "but your other daughter Jennifer is in the living

room waiting for you. She's very anxious about you seeing her in a

dress so I hope you'll be as gentle as possible. Whatever you do,

please don't laugh or say anything bad to her. It would destroy her."

"I won't," he said. "Believe me, I've been thinking about

this all day and I think I'm ready for it. How does he look?"

I screwed up my face in mock anger. "Not he, she," I

teasingly corrected, "and she looks amazingly pretty. When you see

her, you'll realize just how right it is for her to be a girl. She

just told me she hates being a boy and having to wear boy's clothes.

This isn't just something she thought would be fun to try, you know.

She really wants to be female. It's a very serious thing for her."

"Ok, I'll be very gentle and understanding," he promised. He

took a large gulp of his drink as I led him into the living room.

"Dad, I want you to meet my new sister Jennifer. Jennifer,

this is Jack our father."

Jennifer had a look of panic on her face and Jack just stood

there for a minute staring at her, but to his credit he recovered very

quickly.

"Is this any way for you to greet your father when he comes

home from a hard day at the office, Jennifer?" he said. "How about a

hug for your old man?"

A look of relief swept over her face as she jumped up and flew

into his arms. "Oh, daddy, thank you for being so terrific," she said

with tears streaming down her cheeks. "I love you so much."

"And I love you too, honey," he replied, "no matter how you

dress. Male or female, you're still my child, and that's all that's

really important to me. Now let me see how you look."

Jennifer stood back and Jack looked her over, even asking her

to turn around. "Well," he said, "you look positively beautiful. I'm

a very lucky guy. I've got two of the prettiest daughters a man could

ever hope for."

"She is gorgeous, isn't she?" I said to Jack. "I can see now

why she feels so much better when she's wearing my clothes. She looks

so much nicer than she ever did before. I know I'm going to be very

happy because I've always wanted a sister and now I finally have one.

This is so great!"

Jennifer just stood there, seemingly unable to speak. Jack

put his arm around her shoulder and said, "If it makes you so happy to

be a girl, then I think that's how you should be. But it's strictly

up to you. You have to decide how you want to live, not Gail or me."

"I know how I feel," she said, "and for as long as I can

remember, I've always wanted to be a girl. Mom realized how I felt

the first time she dressed me up. She told me I seemed so much

happier when I wore a dress, and she was right. I feel like I'm not

really me when I'm wearing my own clothes."

Jack hugged her again. "I guess I do have two daughter, then.

From now on, you can wear whatever you want to but, in fairness to

Gail, I think we should buy you some of your own clothes. You each

have a right to your own wardrobe. Then the two of you can share if

you want to, but only if you want to."

"I'd like my own clothes," Jennifer said, "then I wouldn't

feel like I was sneaking her things. I've always felt bad about

that."

I laughed and said, "If you have your own clothes Jennifer,

then I can get even with you and sneak some of your's now and then.

Besides, I don't have enough things if both of us are going to be

wearing them all the time."

"Why don't the three of us go out and get something to eat and

then we'll see if we can find a few things for you tonight, Jennifer?"

Jack said. "You both look so nice that I guess I'll have to take you

to some place fancy."

I was excited but I could see that Jennifer was very upset.

"Won't people be able to recognize me or tell that I'm really

a boy?" she asked.

"No way," I said. "You look completely different than you did

as a boy, and it would be impossible for anyone to think of you as

anything but a pretty girl because that's exactly what you look like."

"Gail's right," Jack reassured her. "You definitely look like

a girl, as much as any of her friends do, and I'm very proud to have

such a pretty daughter."

"All right," she said, "if you're sure I won't be recognized.

I'd die of embarrassment if someone I knew walked up to me and started

laughing."

"It'll be fine and I know we're going to have a terrific time

shopping for clothes," I told her. "Isn't it great that we both wear

the same size? You'd better share your new clothes with me!"

Jennifer laughed for the first time that day. "I guess it

would only be fair seeing as I've been wearing your things for so

long. Can I buy some shoes tonight, dad? Gail's feet are a little

smaller than mine and most of her shoes hurt my feet if I wear them

for a long time."

"I'll buy you whatever you want," Jack said. "It's been a

long time since I've bought you any clothes because you never wanted

to go and try them on. Now I know why. I just didn't take you to the

right stores, did I?"

"I guess not," she answered, laughing again. "I would have

loved to have bought some dresses but you always wanted me to wear

suits and pants."

"Well, now I know better," he said, hugging Jennifer again.

"Okay, let's get going. "I'm hungry and I could really use another

drink. This has been a wild evening."

Jennifer and I quickly fixed our faces and then the three of

us left the house a few minutes later and drove to a very posh

restaurant not far away. Jennifer and I both ordered lobster and Jack

slipped us a few sips of his wine. At the end of the meal, I took

Jennifer by the hand and told her we ought to use the ladies' room

before going shopping.

Her face turned beet red. "I can't go in there with you. I

have to pee, but can't we wait until we get home?"

"If you have to pee," I said, "we'd better go now. It could

be hours before we get back home. Besides, now that you're a lady,

you're going to have to use the ladies' room. It's no big deal. Just

pick out a stall and do your business. No one can see what you're

doing inside one of them."

She just nodded so I led her off to the bathroom. Thankfully,

no one else was in there. That made it a lot easier for her. She

practically ran into the stall and was out in less than five minutes.

I showed her how to fix her makeup at the mirror in the outer room,

then we went back and joined Jack.

We spent the next two hours at the mall and bought almost a

whole new wardrobe for Jennifer and quite a few things for me as well.

It took all three of us to carry all the boxes and bags to the car.

Bernie - Part Two

I went to sleep that night with mixed feelings after a very

strange day. I was glad Gail wasn't angry with me for wearing her

clothes. In fact, I think she liked me better as Jennifer. What

worried me was how my father was going to react when Gail told him all

about me. I wasn't at all certain he'd take it well but, as she was

determined to tell him, there was noting I could do about it except

wait and hope for the best.

She didn't say any more about it the next day at lunch, so I

hoped she hadn't had a chance to talk to him. She told me she wanted

to dress me up as soon as we finished eating so I quickly gobbled down

the rest of my sandwich, eager to get started.

I took a bath and then happily put on the beautiful lacy white

lingerie she had selected for me to wear that day. Next, she did my

hair for me and, as that was one thing I'd never learned to do for

myself, I watched her carefully, trying to remember everything she

did. When she was finished, I looked in the mirror and I absolutely

loved the way it had turned out. It was so feminine! She'd put tons

of curls in it and then sprayed it so it would hold.

After she applied my makeup, she gave me a pink dress to wear

that was one of my favorites. I put on jewelry and heels, then

quickly rushed back to the mirror. I was completely enchanted with my

lovely reflection! She had turned me into the girl I'd always felt I

should have been born as. I could have spent hours just looking at

myself.

We went downstairs as soon as I could tear myself away from

the mirror and Gail had me sit on the couch. I was careful not to

wrinkle my dress and demurely crossed my legs just as a girl should

do. I loved looking down and seeing my legs peeking out from under my

skirt with just a bit of lace from my slip showing below it. As

always, I felt so pretty and sexy in stockings.

Then she told me, much to my utter amazement, that she had had

a chance to talk to my father about me. I just about passed out but

she assured me he had taken it well and was ready to accept me as

Jennifer. I had just calmed down a bit when she informed me that I

was to stay dressed all day and when my father got home from work that

evening, he wanted to see me as Jennifer.

This time I couldn't calm down. I absolutely refused to face

my father dressed that way until Gail reminded me I had promised to do

everything she told me to do. I was still very reluctant but knew

there was way no way out of this predicament for me. I had made her

that promise and, if I wanted to keep wearing her things, I had no

other choice.

A minute later, I completely forgot about the upcoming

confrontation with my father. Gail decided she wanted to masturbate

for me. I just stared at her when she faced me and slowly pulled up

her skirt. As she parted her legs and began rubbing her pussy through

her panties, my cock became as hard as steel. I was speechless as she

took her panties off then opened her legs. She showed me her pussy

and told me what each part was. I could see moisture seeping out of

her as she talked.

My cock actually ached as she began to rub her clit. I wanted

very badly to help her but all I could manage to do was to touch her

leg. She finally made herself come and I was surprised to see nothing

coming out of her. I had always thought coming meant some kind of

ejaculation, but then I learned that wasn't true for women.

I was so hot by this time that I offered to do it for her but

instead she had me take off my panties then proceeded to give me my

first blow job. She sat on the edge of the couch and took my erection

in her mouth while I held my skirt up to keep it out of her way. I

came almost immediately and nearly fell over by the time she was done.

I still wanted to do her but, as my father would be home soon,

Gail told me we'd have to wait. She did promise she let me kiss her

pussy soon, though. That was one promise I knew I'd remember.

We straightened up the house a bit and Gail again reassured me

of my father's love for me and his acceptance of my new role. I was

still extremely apprehensive but her words did make me feel better.

When my father got home and came in through the back door, I

was in the living room waiting for him, shaking like a leaf, unable to

move or speak. Gail went into the kitchen and talked to him for a few

minutes, then brought him into the living room. My heart beating so

hard I thought I'd die.

My father looked at me for a few seconds and then teased me

about not giving him a hug. At that point, all my fears disappeared

and I leapt into his arms. I can still remember the tears streaming

down my face as I told him I loved him and thanked him for being so

wonderful.

But my worries weren't over for the evening yet. The next

thing I knew, my father suggested we all go out to eat and then go

shopping for some new clothes for me. I immediately refused to go

because I was horrified of running into someone who might realize it

was really me wearing a dress, but both Gail and Jack assured me no

one would ever recognize me. They both said I looked completely

female and not at all like I had before. No one would ever know it

was me. Hoping they were right, I eventually agreed to go, I guess

mainly because I loved the idea of being in public wearing a pretty

dress and having people see me as a girl.

We went to a very nice restaurant a few miles from home called

the Red Baron. Both Gail and I both received admiring glances from

men as we were seated at our table. When the waiter held my chair for

me, it took me a minute to realize what he was doing, but I quickly

recovered and sat down.

I was careful to eat my dinner like a lady. I watched Gail

and saw how she was eating. She took small bites and was cautious of

not smearing her lipstick as she wiped her mouth with her napkin.

The main thing I remember about the meal was enjoying, for the

first time in my life, being out in public as a woman. I'd always

wanted to try it but I'd never summoned up the nerve. I loved the

feeling of my stockings when I crossed my legs. When men in the room

looked at me, I could see they thought I was pretty and that pleased

me immensely.

The two of us even made a trip to the ladies' room after

dinner. It took Gail a few minutes of gentle persuasion before I'd go

with her, but again, I found I'd been foolish not to think and act as

any other girl would do.

As we entered the room, I smiled at a woman on her way out,

then spent a few seconds looking around before quickly finding an

empty stall. I'd practiced peeing sitting on the toilet at home so I

wasn't reluctant to pull up my skirt and lower my panties to my knees.

While I was peeing, I couldn't help admiring the way my legs looked in

sheer stockings attached to my lacy garter belt. When I was done, I

patted myself dry with a piece of toilet paper, then pulled up my

panties and carefully rearranged my skirt and slip.

Looking at myself in the mirror after having used the

facilities, I finally realized I looked just like any other pretty

girl. I was on cloud nine! In the future, I promised myself I'd do

anything Gail would and not be so paranoid about being discovered as a

boy in girl's clothing.

Shopping for my new wardrobe that evening was one of the most

fun things I'd ever done. Gail and I spent hours running in and out

of dressing rooms trying on new outfits. We usually shared the same

room if it was large enough and I have to admit I was as turned on by

trying on all those pretty clothes as I was seeing her partially

undressed. Dad bought us everything we asked for and, by the end of

the evening, we were loaded down with packages and very tired.

We brought everything into the house and then Gail and I went

upstairs. We tried on each new thing and then showed Jack how we

looked. He was so patient with us and seemed to enjoy the show. When

we finally got to our new lingerie, we were in a completely silly

mood.

Gail helped me pad my bra and attach my stockings to my

garters. I watched very closely as she changed. As she put on her

new bra, I had my first look at her bare breasts. I felt more envy

than lust and knew then that I'd have my own some day. They were so

beautiful I just couldn't exist without them.

She saw me gawking at her. "Jennifer, you're going to get

hard again if you don't stop watching me. Girls aren't supposed to

stare at each other."

"I can't help it," I admitted. "Your boobs are so pretty. I

can't stand being flat chested. I wish I had a pair just like them

and I'd love to be a girl down below, too. Why did I have to be born

with this stupid thing between my legs?"

She looked down at me then smiled. "I don't think it's

stupid. I think it's sexy, but I know what you mean. I'd hate to

have one myself. Maybe dad might be able to find out how we can get

you boobs. I think there's even an operation that can make you look

like a you're completely a girl. Would you let a doctor cut off your

penis?"

"I'd let him do it in a minute," Jennifer instantly replied.

"I'd love to be exactly like you are. I hate to see this bulge in my

panties. I was glad no one noticed it tonight. Can you imagine what

would have happened if they had?"

"I never thought of that," she said. "We're going to have to

find some way to hide it when you're dressed up. That's the only way

someone would be able to tell you're not really a girl without seeing

you in the nude. Tomorrow we can experiment and see if we can't find

a better method. I'm sure we'll find some way. Maybe I could cut it

off with scissors."

We both laughed at that idea. She was teasing me I knew, but

I was so desperate to be a girl that I might have let her do it. Ever

since I'd seen her pussy that afternoon, I'd wanted one like it. If a

doctor actually could change me into a woman, I decided right then I'd

find out about it as soon as possible.

Dad called up to us and wanted to know what was keeping us so

we hurried downstairs, still in a silly mood. We walked into the

living room trying to look sexy and dad laughed at our attempt. I

realized then how much more fun it was to be a girl and have a sister

to do things with.

It seemed as if my father liked me better this way, too. Now

he was paying as much attention to me as he had always done to Gail

and I loved it. When he patted my fanny through my panties, I got a

tingling sensation in my penis and I think he realized it because I

saw his eyes drop down and take a long look at me there.

Gail asked if I could sleep with her and he readily agreed,

then shooed us off to bed. I was overjoyed at the idea. All kinds of

sexy possibilities flew through my mind as we went up the stairs.

Maybe tonight I'd be able to taste her pussy or even put my cock in

her, I thought.

But it wasn't to be as I had imagined. As we changed into our

nighties, Gail became very serious. She started to tell me something

and I knew she was having a very hard time of it. Finally, she

blurted out what I'd already known. She told me my father had been

sleeping in her bed almost every night since her mother died,

innocently at first, but now they were lovers.

I confessed I had listened to them one night and realized what

they were doing. It didn't bother me, I admitted, other than wishing

I could be with there, too. I told her how I'd often fantasized about

making love to both men and women.

Understanding then that I was bisexual, she told me that she

had noticed the way my father had looked at me in my new lingerie.

She said she guessed he'd be coming in to join us soon and thought

he'd want to make love to both of us. She said she hoped I was

looking forward to it as much as she was. With a blush, I admitted I

was more than willing,eager in fact.

A few minutes later, Jack came in and Gail informed him that

she's told me all about them. He seemed to be pleased to have it

finally out in the open. He kissed us both and I was thrilled when I

felt his tongue part my lips. I responded by hugging him tightly and

putting my tongue in his mouth.

I guess then he knew I wouldn't be reluctant to have him in

bed with us so he took off his robe while standing next to me. His

cock was already hard. I loved the way it looked, standing straight

out from his body and surrounded by a nest of curly hair.

He stepped over me and got into bed between us. We both

cuddled up to him and he began kissing us. I reached over and began

running my fingers through the hair on his chest. I felt Gail's hand

take mine and guide it down over his stomach and then to his erection.

Very willingly, I cupped it in my hand and was amazed at how warm and

hard it felt. It excited me tremendously to feel a hard cock

responding to my touch for the first time. Wanting to please him, I

gently moved my hand up and down in the same motion I had used to

please myself so often.

To my surprise, I felt Gail's hand on my cock and then was

even more surprised to see her duck under the covers. She took my

hand away from Jack's cock and started to suck it as she rubbed mine.

She must have been very aroused because the next thing I knew her

mouth replaced her hand and took all of my erection into her. As I

was so excited, I popped almost immediately, moaning loudly as she

sucked. When I was limp, she went back to my father and did him, too.

All evening I'd been thinking about Gail's promise to let me

eat her so I asked if I could do it now. She was willing and ready

but Jack insisted that he show me how to do it first. I looked on as

he spread her legs and put his head between them. He used both his

tongue and his finger to excite her until she was soaking wet. I

noted each technique he used and could tell from the look on her face

that he was a master at pleasing women.

When it was my turn to replace him between her legs, I placed

myself above her beautiful naked body. As I lowered my head, the

woman smell of her made me dizzy. It was a wonderful fragrance, one

that I had often experienced while sniffing her panties. I quickly

put my tongue into her dripping slit, finding it's taste to be as good

as it's aroma. I circled her clit as I'd been shown a few minutes

earlier. She was so hot by now that she pushed my face hard against

her as she exploded. I kept licking and drinking in her luscious

fluids as she peaked. I simply couldn't get enough of her and finally

had to be pulled away from her pussy or I would have been there all

night.

I was embarrassed, so I moved up and lay on my pillow. Jack

smiled at me and then rolled closer to me. He pulled up my nightie

and sucked my breast just as if I had been a real woman. Gail was now

on the other side of me, kissing me passionately as I felt a hand on

my cock. I didn't know whose it was and I didn't care. When I felt

it being engulfed in a mouth, I knew then who it had to be.

Gail then turned my head and encouraged me to suck his cock

which was now right in front of my face. I opened my mouth and, for

the first of many times in my life, knew the joy of pleasing a man.

His cock felt like velvet on my tongue. I sucked it, moving my head

back and forth as Gail had done to me only a few minutes earlier, and

as Jack was doing to me then. He began fucking my mouth, the plunging

motion of his hips driving him deeper into me with each stroke.

Suddenly a finger parted the cheeks of my ass and was

massaging my anus. I was too hot now to hold back any longer. My

semen was again pumping out of me, and only seconds later I felt

Jack's flooding into my mouth. I swallowed as much of it as I could

while I continued sucking and coming. Some of his seed was dribbling

down my chin, but I hardly noticed it.

Only seconds later I fell asleep, totally exhausted and happy.

Gail - Part Six

When we arrived home, as usual Jack insisted that we model all

the things we had bought that evening. Jennifer and I went into my

room and quickly undressed. It was just as if we'd been sisters all

our lives. Neither of us had any apprehension about being nude in

front of the other although both of us did manage to sneak occasional

glances at opportune times.

Jack was a wonderful audience. He complimented us on our

choice of clothes, telling us how pretty we looked. The last thing

Jennifer and I had to model for him was our new matching garter belt,

bra and panty sets. We both decided to see if we couldn't get a real

laugh out of him so we put some sultry music on and then slinked into

the living room. We tried to look hot but we were both giggling too

much.

Jack did laugh as we had hoped but then his expression

changed. He asked us to come closer and we did, first me and then

Jennifer. He didn't hesitate to touch her as he had just done with

me. I knew him well enough to guess that he was very turned on. When

I looked at him and noticed a very large bulge in his pants, I knew I

was right.

"It's wonderful having two such captivating women in the house

now," he said as he fondled Jennifer's fanny. "It's hard to determine

which of you sexier. I'm glad to see you both so happy now. I know I

am, too."

I watched him as he talked and it didn't take a genius to know

what was on his mind. I knew he wanted us both, and the thought of

all three of us in bed together excited me tremendously. I was

looking forward to a wild night, so I decided to take the initiative

to make sure it happened.

"Is it okay if Jennifer sleeps with me tonight?" I asked. "I

think she'd feel more comfortable in my room instead of sleeping in

her room with all those boy's things."

Jack hesitated for a moment, thinking about how that would

interfere with our nightly love making, but then he turned to me and

caught the look in my eye and he knew what I was up.

"That's fine with me," he replied. "I'll be in to kiss you

both goodnight as soon as I've locked up. I'll bet you'll both be

wearing something sexy to bed tonight."

We left him to close up the house and went to my room.

Jennifer looked a bit puzzled. I realized then it was time for me to

explain Jack and my relationship her.

"Jennifer," I began, "there's something I have to explain to

you and I think it might be hard for you to understand. When my

mother first died, I was having a lot of trouble sleeping. I cried a

lot and when your father found out about it, he got into my bed and

held me every night until I finally fell asleep. It really helped me

a lot. But eventually, things changed. We started kissing and

touching each other, and then we became lovers. I hope you don't

think we're terrible."

There was no look of surprise on her face. "I know all about

that," she said. "I heard him going into your room a lot, so once I

went to your door and listened. The sounds you two were making made

it obvious what was happening. I didn't mind at all except that I

always wished I could be there too."

I put my arms around her and hugged her, very thankful that

she was so tolerant. "From now on I want you to be with us and I

think your father does too. Didn't you notice how he touched you when

we modeled our lingerie for him? I'm sure he really liked you in your

new underwear. Does it bother you that it turned him on?"

"No," she said, "I've always felt like I should have been born

a girl. I've thought a lot about how sex would be with a man. I

think I'd like it as much as I did when you and I fooled around this

afternoon. I guess I want it both ways."

"It's funny you should say that," I replied. "Although I've

never wanted to be a man, I've had several fantasies about making love

to another girl and thinking about it really gets me steamed up. I

guess I like it both ways too. We're more sisters than I ever

realized."

She stepped back and smiled at me. "I want to be your sister

forever. I hope we'll always be good friends too."

"Yes, I want that too," I said. "Let's hurry and get into our

nighties. Dad will be here any minute to say goodnight. Do you want

to wear the new pink one or the black one?"

"I'd like to wear the pink one if that's okay with you," she

answered. "It's so pretty and I know you'll look great in the black

one."

In no time we were in our nighties and in bed. We were

cuddling up and talking when Jack opened the door a few minutes later.

As he came into the room and neared the bed, I could see that he had a

bulge in the front of his robe. He leaned over and kissed me

goodnight on the lips, his tongue briefly darting into my mouth. Then

he walked over to Jennifer's side of the bed and kissed her.

"Jennifer knows that you have been snuggling with me to help

me sleep," I said. "We were both hoping you'd still do it even though

there's two of us to snuggle with now. I think there's room in the

bed."

Jack didn't need a second invitation. He quickly slipped out

of his robe and got under the covers between us. He put one of his

arms under each of our heads and we both nestled into him, our heads

resting on his shoulders.

"This has been a wonderful day," he said. "I love you both so

much and I'm so proud of you. I think I'm the luckiest man in the

world."

"We love you, too," Jennifer replied. "I had a nice time at

dinner and it was the first time in my life I ever liked shopping for

clothes. Thank you so much for all the new things and for being so

understanding. I've never been as happy as I am right now."

Jennifer's and my hand met on Jack's chest. I took hold of

her hand and moved it down Jack's stomach until I felt the tip of his

erection. I placed her hand on it while I moved even lower to cup his

scrotum. Jack's reaction was immediate. He turned his head to me and

gave me a deep, probing kiss then turned to Jennifer and did the same

to her.

I knew Jennifer had to be as excited as I was so I reached

over and found her cock. It was as hard as Jack's and almost as big.

I was so hot that I left them in a passionate embrace and slipped

under the covers. My lips and tongue first found Jack's erection. I

sucked it for a few minutes then moved over to take Jennifer's into my

mouth. As had happened this afternoon, she came in a matter of

seconds. I kept at her until I had milked her dry and then, without

swallowing her milky fluid, I moved back to Jack.

Using Jennifer's come as a lubricant, I took as much of him

into my mouth as I could while my fingers circled the base of his

cock. Each time I took him deep into my throat, my hand pumped up

until at last he surrendered his load of sweet semen in me. I slowly

swallowed their mixed seed, savoring it's wonderfully tangy taste.

We hugged and kissed for a while and then Jennifer asked if I

would teach her how to use her mouth on me as I'd promised earlier.

By this time I was so hot that I'd have let anyone do almost anything

to me, so I told her I'd be more than happy to teach her how to use

her tongue on my clit, but Jack had a better idea. He said he'd first

show her how and then let her take over.

I quickly pulled off my nightie and lay back on the bed with

my legs spread apart. Jack explained to Jennifer about my clit and

what he was about to do to it. His tongue gently parted my lips and

moved to the top of my slit as his fingers entered me. With the tip

of his tongue he drew circles around my clit, never quite touching it

until at last I was begging him to lick it. At that point he moved

aside and let Jennifer take over.

Jack had taught her well. As her lips met mine, I reached

down and pulled her hands up to my breasts. I put my nipple between

her thumb and forefinger as her tongue swirled over my clit. My hips

began to move in tune with the motion of her tongue until I couldn't

hold back any longer. It was one of the most intense orgasms I have

ever experienced. It seemed to go on for hours and I felt as if I was

no longer in control of my body.

I pushed Jennifer's head aside as soon as I was able to

recover a bit. I think she would have continued licking me all night

if I hadn't stopped her. Later she told me that she loved my pussy

and the way it tasted. She said that, to her, it symbolized

everything she loved about me and she desperately wished that she had

been born with a vagina and breasts too.

I was so exhausted that I just curled up in a ball as was

ready to go to sleep but Jack and Jennifer didn't seem to be the least

bit tired. I looked over to see Jack raising the hem of Jennifer's

nightgown up to her shoulders. His hand cupped one of her small

breasts and he began to suck her nipple.

As I lay there and watched, I saw Jack's hand encircle

Jennifer's erection and begin to stroke it. I felt my juices oozing

out of me again so I moved closer to Jennifer and pressed my lips to

hers. My tongue parted her lips then explored her mouth. Jack was

now kissing his way down her body, much to my surprise. I rested my

head on Jennifer's chest and was fascinated to see Jack first kissing

her balls then slip her cock into his mouth. It had never occurred to

me until that night that either of my two favorite men might want to

make love to the other.

Watching this made me so hot that I just had to do something.

As Jack was lying on the other side of Jennifer with his erection

close to her face, I reached over and caressed it then gently turned

Jennifer's head so that her lips were only inches from it. I

stretched and sucked the tip of Jack's cock then turned to kiss

Jennifer. After doing this several times, each time moving her closer

to his erection, I whispered in her ear that now it was her turn to

suck him. She parted her lips and took him into her mouth without the

least sign of reluctance.

I moved back and gently pressed on the back of her head, but

it really wasn't necessary for me to encourage her. She seemed to

love what she was doing and, with each stroke, took him deeper into

her throat. As I looked on admiring her willingness, I moved one hand

to my breast and the other to my pussy. I teased my enlarged clit

with two fingers and massaged my breast, becoming more excited with

each passing moment. I timed myself to come as both Jack and Jennifer

did.

By this time we all had as much sex as we could take so I

slipped back into my nightgown and all three of us fell asleep in my

bed, arms and legs completely entangled.

The next morning Jack left early as he had to go to work so

Jennifer and I stayed in bed and had a long talk about her gender

confusion. I wanted to know more about why she felt better when she

was wearing my clothes and pretending to be a girl.

"I'm not exactly sure when I decided I hated being a boy," she

said, "but for as long as I can remember I've always felt more like

myself when I changed into something pretty and acted like a girl. It

just makes me feel more like me, I guess."

I thought about that for a minute, wondering what it would be

like for me to pass myself off as a boy but then decided it wasn't for

me. "I think women have a harder time in life than men do," I told

her. "You're making your life more difficult but if that's what you

want, it's fine with me. Actually, I think I like you better as my

sister than I did as my brother. Now we have a lot more to talk about

and share. Not just clothes but all the rest of the stuff girls talk

about like boys and dating."

She nestled in close to me, her hand resting on my breast.

"You may think it's weird but I've always tried to listen in when you

and your friends were talking, especially about boys and what you do

when you go on dates. I wasn't being nosey. I think I do it because

I'm jealous. I wish I could go out with someone sometime."

Now she really had me wondering. "Do you mean you'd like to

be a girl and go out with a boy?" I asked.

"Yes, I guess that's what I mean. Whenever I see you getting

ready for a date and looking so pretty, I wish I were you. It's not

that I just like boys and want to have sex with them or anything. I

like girls as well as boys, but I guess you know that after last

night. It's just that I'd feel so much better going someplace special

on a date looking like you do."

"I can understand that," I replied. "Girl's things are so

much nicer. Guys either wear a shirt and pants or some dumb looking

dark suit. When I know I'm going someplace nice, I love spending

hours picking out just the right dress, then fussing to make sure my

hair and makeup are perfect. I always make sure I'm wearing my nicest

lingerie as well and, although no one ever sees it, it makes me feel

prettier. Is that what you mean, Jennifer?"

"That's exactly what I mean," she answered. "It's just more

fun to be a girl and I'll do anything to be one. Being a boy is so

disgusting!"

There were tears in her eyes so I put my arms around her

trying to make her feel better. I felt so sorry for her that I made a

vow then to do whatever I could to help make her happy.

Jennifer and I spent the rest of that day trying on clothes to

see just what looked best on her. I also taught her more about makeup

and I had her try three or four different hair styles. Later on, the

two of us cooked a special dinner for Jack. We had planned a

wonderful evening for him.

Around five o'clock, we went upstairs to change for dinner.

As we were planning a sort of party, we decided to get really dressed

up.

The night before I had bought a red mini dress and I was dying

to wear it. I quickly changed into it and then went and asked

Jennifer what she was going to wear.

She said she wanted to wear my black knit dress. It was short

and clingy. She first put on her own new black bra and panties then

the matching garter belt and black stockings. She looked so sexy in

her lingerie that I wanted to make love to her but I knew there wasn't

time. I gave her a frilly black slip to wear then I helped her put on

the dress. She looked wonderful but, as her dress showed every

outline, her pubic bulge was very noticeable. It was very obvious

that she had an erection.

"I think my sister is a bit horny," I said teasingly. "That

swelling in the front of your dress looks very unladylike."

Jennifer blushed. "I can't help it. Every time I pass by the

mirror and see how pretty I look, I get excited. Seeing you get

undressed doesn't help either. It just happens all by itself. I have

no control over it."

We were both ready by now and, as we had a few minutes to

spare, I decided I had time for some fun. "I know just how to make

that nasty bulge disappear," I said.

I walked over to her and knelt down in front of her, reaching

out, caressing her legs then slowly raised her skirt and slip up to

her waist. Her erection was plainly visible, a tent of black nylon

with the tip peeking out just below her garter belt.

I slowly lowered her panties over her garters and down her

nylons to her knees, then kissed the head of her cock. Her hips

pushed forward as I took her into my mouth. The smell of her perfume

excited me even more as my head bobbed back and forth.

"Oh, Gail, that feels so good," she said moaning.

I cupped the cheeks of her bottom in my hands, then pulled her

toward me as I sucked her in as deeply as I could. That was all she

needed. I could feel the spasms of her orgasm against my tongue as

her juices flooded down my throat.

Jennifer put her panties back on then without the least sign

of a bulge to hint at unwanted masculinity.

When Jack arrived home, Jennifer and I rushed to the door to

meet him. He gave us both a hug and kiss, then asked, "What have my

two pretty girls been up to today?"

"We've been very busy making ourselves look pretty for you and

preparing a gourmet dinner," I said. "Just relax in your chair and

Jennifer will bring you a drink while I check on the food. You aren't

allowed do anything tonight. We intend to make you feel like the king

of England and spoil you rotten."

"What have I done to deserve all this attention?" he asked

with an incredulous look on his face.

"You're only the world's best father," Jennifer told him.

"You've made Gail and me feel like princesses so we decided we are

going to make you feel like a king just to show you how much we love

you."

Jack laughed at this outpouring of feeling from his normally

uncommunicative child. "It's about time you two realized how

wonderful I am," he teased. "I'm really going to enjoy this and I

want you to know you have my permission to spoil me like this every

day."

We had prepared a scrumptious chicken dish to be eaten by

candlelight and had set the table with our best linen, plates and

silver. Following a quick call to a friend's mother for some advice

on what wine to serve with dinner, we had picked out a white wine and

had poured a glass for Jack. After making a quick check to be sure

the table was perfect, Jennifer went and brought Jack into the dining

room. I held his chair for him while Jennifer put his napkin on his

lap. We took turns helping him serve his food and then sat down.

"There's only one thing I want to change," Jack said. "You're

both adult enough now to have some wine with dinner. Gail, please get

me two more glasses." I did as he asked and felt very grown up as I

sipped the wine. I don't really like it but it I would never have

admitted it.

We talked all through dinner about the changes that would have

to be made around the house now that there were two girls living here

instead of one. A few years ago, Jack had given both Bernie and me

certain chores to do. I helped with the cooking and cleaning while

Bernie did laundry and yard work. Because of Bernie being Jennifer,

Jack felt that Jennifer and I should share the inside chores and he'd

hire someone to keep the yard up.

When we were done eating, Jennifer and I cleared the table and

did the dishes while Jack read the paper. We laughed and talked as we

worked. I loved having Jennifer in the kitchen with me and I told her

how wonderful it was to have a sister to share things with, even

something boring like housework.

That evening Jack decided to take us to a movie to repay us

for the terrific dinner we had prepared for him. We went to see an

R-rated film that was very sexually oriented. The theater was almost

empty so we had the back all to ourselves.

Jack sat between us and, as the film became steamier, he put a

hand on each of our knees. Gradually, after stroking our thighs, he

moved his hand above our stockings. I parted my legs slightly so he

would be able to caress me better and I noticed that Jennifer had done

the same. He continued to stroke me until I was soaking wet then he

pulled the flimsy fabric of my panties aside and slipped a finger in

me.

I was so hot by this time that I moved my hand to his crotch

only to find that Jennifer had beaten me to it. She had his fly

unzipped and had her hand inside his pants. She was fondling him, her

hand moving slowly up and down. I figured I wasn't needed, so I just

sat back and enjoyed Jack's finger in me while I watched the rest of

the movie.

After the movie, we stopped for a snack at a local pub. As

soon as we were seated, Jennifer practically dragged me off to the

ladies' room. I could tell there was something bothering her. There

were two women already in the bathroom, talking in front of the

mirror, so Jennifer and I used the facilities. When we came out, they

were gone.

"Gail, I don't know what to do," she said, her face a deep

shade of red. "Jack made me come in the theater and my panties are

soaking wet. I'm afraid it's going to soak through my dress."

"You mean you actually came in your panties?" I asked

incredulously. "I guess I shouldn't be surprised though. I could

tell you were really excited when I saw you had your hand inside his

pants."

"The movie got me very hot," she replied, "and I just couldn't

help myself. He just kept rubbing me and finally it just spurted out.

What am I going to do?"

I thought for a minute and then noticed the hot air hand dryer

on the wall. "Give me your panties and then go back in the stall.

I'll put them under the dryer and they'll be fine in a few minutes."

She quickly slipped them off and handed them to me. The front

was completely saturated with her come. Without her panties on,

Jennifer had a large bump in the front of her dress and it wouldn't

have taken much thought to realize what was causing it. I rinsed off

the front as best I could then held them under the dryer. In a few

minutes the hot air had made the wet spot disappear. I gave them back

to her and we went back to our table.

When we arrived home, Jennifer and I went up to what, by then

I considered to be our room, and got ready for bed. We quickly took

off our makeup and changed into our nightgowns as we knew Jack would

be up soon.

He joined us a few minutes later already in his robe. We were

sitting on the bed waiting for him, both of us still a bit nervous

about our new arrangement.

Jack took off his robe and turned out the light. We could

still see him in the light coming in from the hall. His cock looked

magnificent.

"Gail," he said, "I think it's about time Jennifer found out

what it feels like to be inside you. She and I have tried man-to-man

sex so now she needs to know more about making love to a woman. Is

that okay with you two?"

"It's fine with me," I told him, "and Jennifer has already

told me she'd like to do it. What are you going to do?"

"I just want to watch," Jack said. "I think the first time

you two make love, it should be just the two of you. If you want to

be alone, that's okay with me."

Jennifer looked at him and then said shyly, "I think I'd like

you to be here with us. This is the first time I've ever done it with

anyone other than you."

"I want you here, too," I said, "then we can all make love

when Jennifer and I are done." I know it sounded brazen but I would

have missed having Jack in bed with me after so many nights of

cuddling with him. Jennifer was fun in bed but I loved the way his

hard, hairy body felt next to mine.

With that, I leaned over and kissed Jennifer. We sank to the

bed and I reached down under her sexy nightie and found her cock, hard

and ready. I took her hand and placed it on my pubic mound,

instructing her to finger me until I was very wet so she would be able

to enter me easily. We lay next to each other for a few minutes and

then, when I was ready for her, I lay her on her back.

I took off my nightie and pulled hers up so it would be out of

the way. I straddled her hips and gently lowered myself onto her

erection. As her cock parted my swollen lips and entered me, a look

of ecstacy came over her face. Her hands found my breasts as I slowly

began to raise and lower my hips, each time taking her deeper inside

me. I knew she wouldn't last long so I was careful not to move any

faster until I was close to orgasm as well.

By then, she was raising her hips in time with my plunges,

faster and harder each time. I lowered my head and kissed her, our

tongues instantly in each other's mouths. She exploded soon after and

I could feel her seed spurting deeply into me.

Jack joined us in bed a few minutes later. The three of us

made love for an hour or so and then fell soundly asleep.

Bernie - Part Three

It had been two months now since Gail had discovered my secret

and ever since that day I'd spent all my time dressed as a girl. I'd

become very comfortable with my new role and it seemed my father and

Gail had too. Gail was her usual terrific self, helping me learn more

about clothing, what went with what, and a lot more about being a

lady, lessons I needed badly. We'd go shopping or out for lunch

almost every day. She taught me a lot about boys too, a subject I

needed a lot of help with.

One of the best things that happened to me during that time

was when I starting taking birth control pills, obviously not for

contraception. I took them because they contained female hormones and

enabled me to begin developing breasts and helped with other subtle

physical aspects that make women so different from men. My hips and

bottom enlarged somewhat as my breast flowered to what was by that

time a full A cup. I was overjoyed to no longer have a flat chest

although I still wore falsies to make it appear larger.

Gail's two best friends, Maria and Bonnie, had met the new me

and were intrigued to find that I'd become so feminine in such a short

time. After they overcame their initial astonishment, they treated me

just as if I was another one of their girlfriends, but I must admit it

did take time.

I remember the first time Maria met me as Jennifer. I'd known

her for quite a while by then and, as she was Gail's closest friend,

she was at our house very often. She was so used to being there that

she thought nothing of just walking in the house without knocking if

the door was open.

Late one afternoon, about two weeks after we'd told my father

about Jennifer, Gail and I were upstairs getting dressed. Jack was

out of town on business, so we had the house to ourselves. We were

sitting there talking about what clothes we needed as we were planning

a shopping trip later that day to the mall. Jack had been nice enough

to leave us his credit cards after extracting a promise from us to

model all our new clothes for him as soon as he got back from his

trip.

All of a sudden, Maria walked into our room unannounced. Gail

had finished dressing but, as I wasn't yet as accomplished as she was

in putting on makeup, I was at the dressing table with my back to the

door. I was applying my eye shadow and dressed only in my pink

underwear. When I saw Maria's reflection in the mirror, I immediately

froze, unable to say or do anything.

Thankfully, Gail had seen her too and, sensing my panic, she

immediately took charge. "Hi, Maria," she said casually, a big smile

on her face. "I bet you can't guess who that girl is sitting at the

mirror."

Maria walked over to me and looked at me for a moment or two,

studying my face. It had turned a dark shade of red; I was completely

unable to even budge. It wasn't often I met someone while wearing a

lacy pink slip.

All of a sudden, Maria recognized me. "Oh, my god, I don't

believe it," she screamed. "It's Bernie, isn't it? Don't you look

cute, Bernie! What a pretty slip you have on! You're just the cutest

thing I've ever seen!"

Maria had always loved to tease me, and I realized that under

these circumstances she'd be unmerciful. She just kept staring at me

and giggling.

Gail walked over to me and put her hand on my shoulder. "I

caught Bernie peeking at me while I was getting dressed this morning,

Maria, so I decided to punish him. I thought if he liked to see me in

my underwear so much, I'd make him wear some of it. At first, he

didn't want to do it, but when I told him I'd tell his father how he'd

had his eye glued to my keyhole, he really didn't have a choice.

Don't you think he makes a cute girl? And isn't he sexy in pink?"

Maria had a hard time talking because she was laughing so, but

eventually she managed to say, "I think he's more than cute, Gail.

He's actually pretty! You were a very bad girl to be peeking at Gail,

weren't you, Bernadette."

By then, both of them were laughing so hard they could hardly

speak. When Gail finally managed to control herself, she looked at me

and could tell I was dying of embarrassment. "I've been calling her

Jennifer all morning, Maria. Don't you think that name suits her more

than Bernadette? It's much more feminine."

"Jennifer is a perfect name for her," Maria said. She took me

by my arm and made me stand up. "Oh, Jennifer, don't your legs look

sexy in those stockings. All the boys are going to love you! Which

one of your pretty dress are you going to wear today?"

Again Gail looked at me and this time she took pity on me. "I

think it's enough to make him wear my clothes without teasing him too

much," she said. "After all, it's only normal for boys to peek at

girls. Besides, I knew he was there the whole time and I really

didn't mind. I know he's had a crush on me since I moved in here and

I've always thought he was cute, too. So let's not be too hard on

him, okay?"

"I guess you're right," Maria relented, "but let's make sure

he remembers how wrong he was. I want to see him in one of your

dresses, Gail. Maybe then he'll stop being a peeping Jennifer."

That was enough to start them both laughing again but, by this

time, I was finally over my embarrassment enough to be a little angry.

"Look, I know what I did was wrong, and I'm willing to go along with

this as long as you don't say anything to my father, but I'll be

damned if I'm going to put up with all this shit. If you don't stop

laughing at me, I'm taking off these clothes and leaving here right

now!"

"All right," Gail said with mock sincerity, "no more teasing,

but you do have to put on one of my dresses. You won't mind doing

that for me, will you, Jennifer? If you're a good girl, I might be

willing to let you watch me getting dressed again."

Maria looked a little surprised, but I knew enough about her

from what Gail had told me to know she had a bit of a wild streak, so

her next remark didn't surprise me too much. She had been the first

of Gail's friends to lose her virginity and was still the most

sexually active.

"I might be willing to let you watch me too, that is if you do

everything Gail and I tell you to do, Jennifer. Wouldn't you like to

see the two of us in our bras and panties?"

"Okay," I answered, "you win. I'll to do whatever you say as

long as you both promise not to say a word about this to anyone, and

then let me look at the two of you in your underwear later."

Gail glanced at Maria and she nodded her head in agreement.

"We promise, Jennifer," Gail said. "Now let's finish getting you

dressed. It's not very ladylike to stand around in your lingerie,

even though you do look very pretty." I blushed but was thoroughly

pleased to know she thought I was attractive.

She went over to her closet and got out her red silk mini

dress which, as she well knew, was one of my favorites and looked very

seductive on me. "I think this will fit you, Jennifer. Come over

here and let me try it on you."

Maria watched while as I submissively walked over to Gail and

she slipped the dress on over my head. It had a zipper in the back so

Gail had to do it up for me.

"You look great in red, Jennifer, and I love that dress on

you," Maria said, still unable to stop teasing me. "It fits you

perfectly. Look how nice your bottom looks! I think you should wear

girl's clothes all the time. You're much prettier as a girl than you

ever were as a boy."

I smiled at her, suddenly feeling that she was beginning to

enjoy this as much as I was. "You can tease me all you want to,

Maria. I don't care. Besides, this really is kind of fun," I

admitted. "I've always wondered why girls were so fascinated by

clothes and now I think I'm starting to understand why. It's nice to

look pretty and feel all these silky things against my skin."

"I actually think he likes this, Gail," Maria said, her

astonishment very apparent. "Maybe we should take him out to the mall

and see if he can pass himself off as a girl in public. I think he'd

be able to without any problem, but I bet he's too chicken to try it."

Trying to sound very indignant, but more than willing to spend

the day as a girl with them at the mall, I faced Maria and said, "I

may be wearing a dress, but that doesn't make me a wimp. If Gail

thinks I can get away with it, I'll go."

Gail smiled at me, knowing I'd be happy to go because that was

just what we had planned to do all along. "All right, it sounds like

fun and I'm sure no one will catch on, but we do have to remember to

call her Jennifer when we're at the mall, Maria. I don't want any of

us to get in trouble. Let me finish her makeup and then we can

leave."

Obviously Maria had forgotten that I was doing my own makeup

when she walked in, because she never mentioned it as Gail hastily

completed my face. She sprayed me with my some of favorite perfume

before giving me jewelry to wear and a purse to carry. I put on my

earrings and slipped into my heels as I walked over to the mirror to

make sure everything looked perfect.

The red dress fit me like a glove and, as Maria had mentioned,

showed off my shapely ass to perfection. The silky sensation of the

lingerie and stockings against my skin made my cock awaken in my

panties. My face, accented by makeup and framed with long blonde

curls, looked marvelous. I viewed myself at every possible angle,

realizing then I'd never tire of looking at my feminine reflection in

a mirror.

"Just look at him!" Maria exclaimed as she watched me

pirouette before the mirror. "He loves this. I think you're going to

have to lock up all your clothes from now on, Gail, or he'll be

wearing them all the time."

"Listen, Maria," she said, sounding slightly peeved, "if it

does turn out that Bernie likes being Jennifer, it doesn't matter to

me. Besides, I think having a sister would be a lot nicer than having

a brother and, like you said before, he does look so much nicer this

way. Would you like to be my sister all the time, Jennifer?"

I turned to her slowly, reluctant to leave the mirror. "It is

fun, but I don't know if I'd want do it all the time," I blatantly

lied. "Do you think we'll have any problems at the mall?" I thought

I should asked that question, although I already knew I'd pass for a

girl perfectly in public as I wanted Maria to think I was nervous

about going outside dressed in women's clothes.

Maria walked over to me and looked me over carefully. "I

can't see anything that would give you away, Bernie. Whoops, I mean

Jennifer," she giggled. "You look as much like a girl as we do. Try

walking for me and let me see how you do in those shoes."

I did my best Jennifer walk for her, trying to be as ladylike

as possible. It must have been okay because Maria said, "You're good

in those heels, Jennifer. Are you sure you haven't worn them before?

It took me a long time to learn to walk that well in them."

I didn't know what to say, so I just smiled and shook my head.

I managed to take a few shaky steps so I wouldn't seem so experienced.

Maria must have been convinced because she didn't mention it again.

Around seven o'clock, we walked to the mall which was less

than half a mile away. Gail and I had done this several times before

and I'd discovered that I loved being out on the street as Jennifer.

The clicking sound of my heels on the sidewalk, the feel of my skirt

swishing against my stockings, and the occasional admiring honk of a

horn only served to enhance my feeling of delight at being a girl.

We walked around the mall for an hour or so and bought a few

things. As usual, no one seemed to realize I was actually a boy in a

dress. Instead, the three of us got a lot of attention from the boys

who were cruising around the mall. It had become one of the more

popular places for teenagers to meet.

On our first few trips there I had felt uncomfortable about

the looks I received from the boys, but by then I had relaxed and

completely enjoyed it. I had perfected a ladylike walk which I

modified by wiggling my hips a bit more when boys were following us.

Maria insisted on taking me to the ladies' room at one of the

department stores, thinking I'd die of embarrassment, but I surprised

her by acting like I did it every day, which, in fact, I did, but she

didn't know that yet. I even pulled up my skirt and straightened out

my slip while standing next to her in front of the mirror. She

watched in amazement, and I saw her taking a long look at my panties

as I hiked up my skirt. There wasn't too much to see, as my cock was

tucked back and held in by my panties, but she did stare.

We got back to our house around nine o'clock and had something

to drink. Gail had gone to the bathroom and Maria and I were sitting

at the kitchen table. I had remembered to cross my legs as I sat down

and adjusted my skirt so that just a bit of the pretty lace from my

slip showed beneath the hemline. Maria was talking a mile a minute,

excited to think I'd been able to fool everyone at the mall.

"Jennifer," she said, "I still don't believe it. You had

everyone thinking you were a girl, especially those three guys that

were following us. Don't even try to deny that you were flirting with

the tall one."

"I guess I was, a little bit," I admitted, blushing slightly.

"It's so much fun to be a girl. Being a boy all the time is so

boring. Did you see how that guy was looking at me? For a minute, I

thought he'd recognized me, but after he smiled at me a few times, I

knew that wasn't it. He was kind of cute, though."

Maria looked a bit confused. "You think guys are cute? Maybe

you've been wearing that dress too long. Just remember, you're really

a guy. You're supposed to like girls."

I realized then I'd said something I shouldn't have, but as

long as I did, I felt I might as well be open with her. "I do like

girls, but sometimes I think it would be fun to be a girl and go out

with boys. Gail and I were talking about that the other day. You

girls get to wear such pretty clothes, and being spoiled by a guy is a

lot more fun than being the one doing the spoiling, don't you think?"

"You're right, I guess. I've never thought about it from a

man's point of view before," Maria admitted. "I wouldn't be a boy for

all the money in the world. What would you do if you were on a date

as a girl and the guy you were with wanted to kiss you or make love to

you?"

"I don't know," I said truthfully. "It was only an idea I

had. I'll probably never do it for real."

Gail came back into the kitchen just about then. "I heard

what you two were talking about," she said. "I think if Jennifer were

out on a date with a boy, she'd have to act like any other girl would.

If she liked him, then she ought to kiss him or do whatever else she

wants to."

Maria thought about that for a moment. "I guess you're right,

Gail. I've always thought guys were cute and sexy, so maybe it's okay

for her to feel the same way. It just surprised me to hear her admit

it. She was a definite hit with that tall boy tonight, wasn't she?"

Gail smiled at me, knowing I loved the attention I had

received. "Yes, she was. He couldn't keep his eyes off her. I had a

lot of fun, too, and I think we should take her back to the mall again

very soon. Maybe the next time he'll talk to her and ask for her

phone number."

Realizing that Maria was now calling me Jennifer as naturally

as if I had always been a girl and was referring to me as "her" and

"she", I felt very good about myself. I was also getting horny with

all this talk about boys and I suddenly remembered that Gail and Maria

had promised to let me see them undressed if I went to the mall with

them.

"I did have fun," I said, "and I'd be willingly to go back

again, but I only did it today because you two made me a promise. I'd

like to see you both in your bras and panties now, and don't try to

back out of it. You did promise, remember? If you go back on your

word, I won't ever wear a dress again." It was a lie and Gail knew it

but I hoped it would be enough to make Maria agree.

Gail and Maria looked at each other, both wondering if the

other would have nerve enough to go through with it. "We did promise

her," Gail said, "and I'd like to dress her up again so I think we

have to do it, but not here in the kitchen. Where do you want to do

it, Jennifer?"

I didn't really care where it was as long as I got to see them

undressed. Gail's bedroom was the first place that came to mind.

"How about in your room? That way I'll be able to get out of this

dress and no one will be able to see us."

"That's all right with me," she answered. "How about you

Maria? You're not going to back out of your promise, are you?"

The look on Maria's face told me that, not only was she not

going to back out, but she was very much looking forward to it. "I'll

do it, and I think it should be upstairs, too. I don't want anyone

walking in and seeing us in our underwear."

We went to Gail's room as soon as we'd finished our sodas. We

were all a bit nervous and just stood around for a while. No one

wanted to be the first undressed. I couldn't wait any longer so I

walked over to Gail.

"Will you help me get out of this dress?" I asked. "I can't

reach the zipper in the back."

I turned around and she slid it down for me. I stepped out of

the dress, carefully putting it back on the hanger, then took off my

slip. I felt very self-conscious standing there in my bra and

panties, but I was very turned on in spite of it.

"Now it's your turn, Gail," I said, knowing she wouldn't be

the least bit reluctant, and she wasn't.

She turned her back to me and quickly took off her dress, then

stood there in her slip, waiting for Maria to start. She looked over

at her with her hand on her hip. "Come on, Maria. I'm not going any

further until you get undressed too."

Maria didn't say a word. She just pulled her top over her

head and then unzipped her skirt. I know I stared, but I couldn't

help it. She wasn't wearing a slip and her breasts stood out

perfectly. They were very large and it looked as if they were trying

to escape from her lacy white bra. I looked lower and almost drooled

at her gorgeous ass and legs. I'd always known she had a good body

but I'd never realized it was so sensational.

Without my even noticing it, Gail had taken off her slip and

was now standing next to Maria with her arm around her shoulder. "Do

you think Maria's pretty than I am, Jennifer? I think she's got a

perfect body. I wish my boobs were as big as hers."

"I think you're both incredible," I answered, never meaning

anything more in my life. "Her boobs are huge. She's got enough for

her and me both. I just wish I had bigger boobs so I wouldn't have to

stuff this bra. How about if you give me some of yours, Maria?"

Maria laughed but I could see she was very flattered. "You

know, Jennifer, if you had boobs that stood out as far as your panties

are now, you'd have tits as big as a cow. Gail, just look at that

erection. Doesn't it look really strange on a girl?"

They were both giggling uncontrollably as I looked down at my

crotch. Maria was right, it did look very out of place. There I was,

standing in front of them in a lacy pink bra and panties, a matching

garter belt with stockings and heels. The six-inch protrusion jutting

out from my panties looked completely ridiculous.

My face turned red and I began stammering. "I can't help it.

I just get excited when I see you in your underwear. I wish I was

built exactly like you two are. If I had a pussy instead of a cock, I

wouldn't have a problem like this."

"I don't think it's that much of a problem," Gail said, a

sultry smile crossing her face. "It just needs a little attention. I

think it's time we had a little fun, don't you Maria?"

The two of them walked over to me and Gail reached out and

caressed my nylon covered cock. Maria was squeezing one of my padded

breasts while cupping one of her real ones with her other hand.

"Would you like to see my boobs, Jennifer? I'll take off my bra if

you give me a nice kiss. After all, it's just us three girls here."

I nodded and bent down and kissed her gently on the lips. She

pressed against me and slid her tongue into my mouth. When she

stepped away from me, she reached behind her back and unhooked her

bra. Her breasts, free from the confining garment, seemed much

larger. Gail, not to be outdone, immediately took her bra off.

"Do you like them better now that they're bare, Jennifer?"

Maria asked. "All the boys I've been out with can't seem to keep

their hands off them, but I'm a good girl and I've only let one touch

me. Would you like to be the second one?"

Unable to speak, I nodded my head. She took my hand and put

it on her shoulder then, playfully took it away. Once again she took

hold of it, this time pressing it hard against one of her more than

ample breasts. My hand was only able to cover half of it.

Knowing how excited I was, Gail was on her knees in front of

me. She had lowered my panties to my knees and was kissing the tip of

my cock. After teasing me with her tongue for a few minutes, she took

me in her mouth and sucked me very slowly. Maria just stood next to

me watching Gail's head go back and forth.

Gail stopped for a minute and looked up, pretending to be

ashamed of her lust. "I'm sorry, Maria, I just couldn't help myself.

I hope you don't think I'm terrible."

"I think you terrible, but only because you're not giving me a

turn," Maria said. "I've never done that, but I'd love to try it as

soon as you're finished. Would you show me what to do?"

Gail, being a good hearted person, got up and let Maria take

her place. "Just take it on your mouth and suck it gently. Don't do

it too fast," she instructed her, "because I can tell Jennifer's going

to come soon. When she does, just keep sucking for a minute or two

until she's done. Then you can swallow it or spit it out later. I

love the taste so I always swallow it."

Maria, to her credit, was a fast learner. She did exactly as

Gail had taught her. Gail was also very turned on now. While Maria

was busy below, she had her hand inside her panties and was

masturbating. I held back as long as I could, then erupted into

Maria's mouth. She drained me completely then stood up.

I could tell her mouth was full of my sperm and she seemed

unwilling to swallow it. When I looked down at her panties, I wasn't

surprised to see that they were soaking wet. She must have loved

sucking me to have had so much juice flowing from her pussy.

Gail was aware of her problem and had also seen how excited

she was. "You want to spit it out, don't you, Maria?" she asked.

Maria could only nod yes.

"It's a shame to do that," Gail told her. "I love the taste

of it. Why don't you give it to me instead of wasting it?"

Maria looked at her, wondering how it accomplish that, but

Gail already knew what to do. She pressed her lips against Maria's

and was licking it out of her mouth, their naked breasts crushed

together. Maria was momentarily surprised, but she recovered quickly

enough to put her arms around Gail while they were soul kissing.

Gail's hands moved to Maria's breasts, massaging them as her

fingertips plucked at her nipples.

I looked on as the two girls continued to kiss, my cock

springing back to life. I stepped out of my panties and walked over

to where Gail and Maria were standing, still locked in each other's

arms. I put a hand on each of their asses and began rubbing my

erection against them. Gail stopped kissing Maria and turned to me.

"Jennifer, why don't you take off your bra and then join Maria

and me on the bed? I think it's time for us girls to have some real

fun."

I quickly unhooked my bra and let it fall to the floor as Gail

led Maria over to the bed, my small breasts now fully exposed. I

wondered if Maria would notice them.

She and Gail were lying on the bed, hugging and kissing so I

carefully eased myself next to them and started humping against

Maria's panty-clad ass. I wanted to feel my cock inside her so I

pulled down the back of her panties just far enough to be able to push

my erection between her legs. She responded by raising her top leg so

I could get inside her. I entered her and once again felt the

exquisite sensation of a woman's silky wet channel engulfing my

hardness.

Wanting to feel her breast as I pumped in and out of her, I

reached in front only to find that Gail had beaten me to it, so I

contented myself with holding her shoulders as I made love to her.

Soon I felt my second orgasm of the hour pulsing through me. I

emptied myself into her and then fell back on the bed, exhausted.

But the two of them were anything but tired. Gail was now

pulling Maria panties all the way off. Maria didn't seem to mind a

bit and actually helped Gail by raising her hips up. Gail began

kissing her way down Maria's neck and soon had one of her large,

perfect nipples in her mouth.

I had recuperated somewhat by then, so I moved to the other

side of the bed behind Gail. Noticing that Gail had left Maria's

panties at the foot of the bed, I retrieved them and held them to my

nose. They were soaked with her pussy fluid and the wonderful pungent

aroma made me wish for the thousandth time I had been born with a

pussy. I hated my cock and wanted my underwear to smell just like

hers did. After inhaling their aroma for a few more minutes, I

slipped into them and rubbed my cock through the delicate white lace

while watching Gail and Maria.

Gail seemed to be doing all the work so I took Maria's hand

and put it on Gail's breast, then I decided that Gail's panties should

be off too. I had to tug them past her hips as she was too captivated

with sucking Maria's nipples to be conscious of what I was up to.

Gail seemed ready to taste Maria's sweetness because she then

turned around and began licking and kissing first Maria's stomach and

then her thighs. I knew what she was up to. She wanted to lick my

semen out of Maria and then make her come with that talented tongue of

hers.

Maria had her head back and there was a glazed look in her

eyes as Gail, for the first time, put her tongue into Maria's wet,

musk scented vagina. Thinking it only fair if she returned the favor,

I spread Gail's legs apart and began to finger her. When my hand was

well soaked with Gail's juices, I took my finger and stuck it in

Maria's mouth. She licked my finger willingly, savoring the taste of

Gail's pussy.

When she was done, I pulled her head closer to Gail. Maria

immediately knew what I wanted her to do. At first, she tentatively

kissed Gail's public hair but, before long, she was eating Gail as

avidly as Gail was eating her. Watching the two of them go at it was

a tremendous turn on for me. I became hard again and was stroking

myself madly.

We kept at it, trying a dozen different positions and

combination until just before eleven when Maria got up and called

home. Her mother gave her permission to sleep overnight with us, not

realizing Jack was out of town. She returned to Gail's room and we

all shed our garter belts and stockings in favor of some pretty

nighties.

Back in bed again, we all hugged and kissed, then Gail and

Maria fell asleep, too exhausted from hours of love making to keep our

their open. I lay awake for a few minutes more, thinking how

fortunate I was to be lying there wearing a silky nightie and

surrounded by two such sexy girls. In the dark, everything felt so

soft and feminine, and I loved the combined smell of our perfume and

their deliciously fragrant love juices.

Gail - Part Seven

Jennifer and I became very close over the next few weeks. We

now shared my room all the time and slept together every night.

Usually Jack would join us but not as often as he had before. He had

started seeing a woman and I guess she took up a lot of his time and

energy.

Jenny and I spent each day perfecting her new person and

personality. We now openly talked about boys and how each of us would

love to find that special someone, and sometimes we even found

ourselves drooling over the same hunk.

When we weren't talking or working to improve her femininity,

we would spend our time and most of Jack's money shopping at one of

the malls. We had so many new things that we were forced to use the

closet in her old room for out-of-season clothes.

One day we had quite a surprise when my friend Maria walked in

my room and met Jennifer for the first time. As I knew it would take

her some time to understand about Jennifer, I quickly made up a story

to explain his/her new self. Maria seemed to accept my story about

him peeking at me while I was dressing and thought making him wear my

clothes was a good punishment. She seemed to enjoy his supposed

humiliation as much as he did.

When we took Jennifer shopping with us that evening, Maria

treated her very well and even took her to the bathroom at the mall.

They seemed to become more friendly than they had been before that

day. I knew Maria had always been attracted to Bernie, but she had

been too shy to let him know how she felt. Now that he/she was one of

us, she felt more comfortable being with him and letting her true

feelings show.

When we got home from shopping, Jennifer and she had a long

talk about boys and Jennifer admitted to her that she liked wearing my

clothes and wanted to date a boy someday. This bothered Maria and she

seemed to be very defensive until I supported Jennifer's right to be

herself. Maria was more understanding then, and when I whispered to

her that Bernie thought she was very sexy, her opposition disappeared

completely.

Bernie had earlier agreed to go out to the mall with us as

Jennifer only if we allowed him to see us in our bras and panties. I

didn't take him long after we had arrived home to remind us of our

promise. I didn't mind keeping it as, by now, I was very used to

being undressed in his presence and I was sure Maria would have nerve

enough to do it as she was as sexually adventurous as I was.

We went up to my room and Jennifer, being the horny thing she

was and still is, soon had her dress and slip off. Maria giggled at

first, I guess somewhat amused at seeing a boy she was attracted to

standing there in a pink bra and panties, his legs looking as nice as

hers in stockings held up by a pink garter belt, but she quickly

stopped when he got an erection.

I undressed next and finally got Maria to quit staring at

Jennifer long enough to take off her shirt and sweater. Now Jennifer

was the one staring at her and I admit I did too. Maria's breasts

were a full C cup, the envy of every girl at school. Although she

wasn't tall, she had long, graceful legs. Bernie had once told me he

thought her ass was perfect and now I knew he was right. The sight of

her made every one of my bisexual fantasies flash through my mind. I

felt a tingling in my pussy as I thought of how wonderful one of her

nipples would taste in my mouth. I couldn't think of anything I

wanted more than to see her breasts bare.

I didn't have long to wait thankfully. Maria had noticed

Jennifer staring at her boobs and, after kissing her, took of her bra

and let Jennifer touch her. I wanted very badly to touch Maria too,

but I wasn't sure if she'd let me so, no longer able to control

myself, I knelt in front of Jennifer and pulled her panties down. My

mouth quickly took her erection in and I sucked it, knowing exactly

what to do to turn her on.

As I sucked, I looked up and saw Maria back away from

Jennifer. She was watching me, a look of raw hunger on her face. She

wanted Jennifer's cock in her mouth, that much was obvious, so I got

up and showed her what to do. She licked it first then took it in her

mouth. In no time, she had Jennifer as excited as I'd ever seen her.

I stuck my hand inside my panties and played with my clit as I

dreamed of Maria sucking it for me as she was doing for Jennifer. By

now, Maria was as excited as I was. The smell of her juices soaking

into the liner of her panties made my finger go even faster. I came

as Jennifer did, her sperm filling Maria's mouth.

Maria, having never had a man come in her mouth before, wasn't

willing to swallow Jennifer's load, so I decided I'd help her out of

her quandary. I took her in my arms and kissed her, my tongue parting

her willing lips. I licked all the delicious white fluid out of her

mouth while my hands caressed her breasts. I was grateful not to feel

any resistance on her part as my fingers plucked at her protruding

nipples. Instead, she laced her fingers through the hair on the back

of my head and pressed her mouth hard against mine.

I led her to the bed and had her lie next to me as we

continued kissing. Jennifer joined us and soon was slamming her cock

in Maria's pussy from behind. Again she came in Maria as I began

kissing my way down to her breasts. Taking one of them in both my

hands, I lifted it towards my lips and sucked greedily on her nipple.

Her moans told me she loved it and was willingly for me to go further.

As I switched to her other breast, I reached below and pulled

her panties off, completing what Jennifer had begun earlier. Maria

didn't resist at all as my fingers found her moist center and parted

her legs. I moved my lips to where my fingers had just been. This

was the first time I had ever licked someone's pussy and it took me a

minute or two to get my rhythm.

Soon I was repeating on Maria all the wonderful motions that

Jack had used so often and so effectively on me. Her legs wrapped

around my head and I was delighted to feel her begin to explore my

outer lips with her tongue. I quickly spread my legs apart as far as

I could and pressed against her mouth. Her lips captured my clit

while her tongue stimulated me more than had ever been done before. I

felt my orgasm building, starting at my cunt and spreading through out

my whole body. When it finally occurred, I almost passed out, the

sensation of ecstacy overwhelming me. I licked her as fast as I could

and then brought her to what I knew was as intense an orgasm as I'd

just completed.

That whole night the three of us made love. Maria and I

became very experienced at pleasing one another in a very short time.

She spent the night with Jennifer and me, all three of us girls

cuddled together in my bed.

Bernie - Part Four

The next morning we woke up around ten and Gail and I made

breakfast while Maria took a shower. Both of us were still a bit

tired and sore after our frolic the previous evening, and had quickly

thrown on skirts and sweaters. After brushing our hair, we added just

a bit of makeup to our faces.

I was in a very pensive mood. "Gail, I think we have to tell

Maria all about me. I can't go on dressing like a girl unless she

knows the truth and there's no way I'm going back to my old clothes.

I don't think she'll mind too much, do you?"

"I'm sure she'll accept you as Jennifer," Gail answered. "I

wouldn't be surprised if she's already guessed about you. After all,

you did make it very clear last night that you hated being a boy and

wanted to have breasts and a pussy. You also told her you wanted to

date boys, so the truth shouldn't be too much of a shock to her. As

soon as she gets out of the shower, why don't you go and tell her how

you feel?"

"I guess I was pretty talkative," I admitted. "I didn't mean

to tell her all those things but I just couldn't seem to help myself.

She understood and wasn't upset at all, so I guess now is as good a

time as any."

As soon as I heard the water in the shower go off, I went into

Gail's room and found Maria sitting at the dressing table, drying her

hair. She was wearing my pink terry cloth robe and looked beautiful

in it, the color setting off her dark features perfectly.

"Hi, Jennifer," she said, "I see you haven't gone back to

being Bernie yet. Did Gail decide you hadn't been punished enough?"

I stammered a bit before deciding just what to say to her. No

way seemed good so I just blurted it out. "No, this isn't punishment

and it wasn't yesterday either. I've always hated being male and when

Gail discovered I was wearing her clothes a few weeks ago, I told her

just what I'm going to tell you now."

Maria started to interrupt, but I stopped her. "Let me tell

you how I feel and then you can ask whatever you want, okay?"

She nodded so I continued. "I'm not weird. It's just that

I've wanted to be a girl ever since I can remember. My mother used to

dress me up as a girl because she really wanted a daughter. When Gail

and her mother moved in here, I thought she looked so pretty in her

dresses that I just had to see how I looked in them. I found out I

looked a lot better than I ever had before so I continued to dress up

whenever I had the chance."

"Yesterday, when you walked in on us, we just pretended I was

dressed in her clothes because she'd caught me peeking at her. I

haven't worn pants or male underwear for weeks now. My father knows

all about me and he thinks that, feeling the way I do, it's okay for

me to dress like a girl. In fact, we're much closer now than we ever

were before, I guess mainly because now that I can be myself, I'm a

nicer person to be around."

The thought of just how close Jack and I had become flashed

through my mind, but I knew better than to mention that to Maria. One

spectacular revelation at a time was enough for anyone.

"Gail and I are sisters now," I continued. "We share

everything, including clothes and our bedroom. We have no secrets

from each other. If I can manage it, I want to spend the rest of my

life as Jennifer. Someday I'm going to have an operation to make my

body match the way I look. Then I'll be the real woman I always felt

I was born to be."

Maria seemed to be taking all this fairly well, so I concluded

by saying, "That's all there is to it. I hope you can understand how

I feel. I still want us to be friends."

Maria took a few seconds to digest what I'd just told her,

then turned to me and said, "I kind of thought you were too willing to

go along with all this yesterday. Just before we left for the mall, I

noticed that you put on your earrings as if you'd been doing it all

your life, and you walked so perfectly in heels, too."

"At first, I thought that you just liked the masquerade, but

when you went to the ladies' room with me and didn't seem at all

uncomfortable, I knew then you'd done it before and that you really

liked being a girl. Still, I was afraid to say anything to you about

it though, just in case I was wrong. Then, when you told me about

liking boys and wanting to go out with a guy dressed as a girl, I was

sure you weren't forced into being one of us. Are you really sure you

want to be changed into a woman? That's a big step, Jennifer."

Feeling she wasn't at all negative about my revelation and

realizing she was still referring to me as Jennifer, I opted to be

completely open with her. "Yes, I'm sure that's what I want. I hate

having a penis and no breasts. I wasn't kidding when I said yours

were large enough for both of us and asked you to share them with me.

I'd love to be built exactly like you. I've seen how boys look at you

and I get so envious. Don't you love all that attention?"

Maria laughed, then admitted she did. "They get so crazy when

they see my chest. If I wear a low cut blouse or a tight sweater,

it's like a magnet. All they do is stare and drool. And, if you

think that's bad, you should see how they act when I'm wearing a

bathing suit! I love they way they treat me and it's also nice to

know I can get the attention of any guy I think is cute."

I was laughing too now, my tension having disappeared

completely. "It is great, isn't it? They even drool over my boobs

when I make them look bigger with my falsies." Maria seemed more

relaxed now, too. Sharing girl talk with her was so delicious!

"I noticed your breasts last night," Maria said. "They're

small but very sexy. You must have done something to make them

bigger."

I was very happy to find out she'd not only noticed them, but

liked them. "Gail went to another doctor and got a second

prescription for birth control pills for me. We read somewhere that

they can cause men to develop just like a woman. As soon as I saw

that, I asked her to get some for me and I've been taking them ever

since. Do you think I'll ever have breasts as beautiful as yours?"

"I guess you might be able to," she answered. "The guys will

be after you all the time then."

That made me laugh and I hoped she was right. "Maria, I just

have to tell you what happened to me last week. Gail and I were

sitting on a bench at the mall eating popcorn. This really nice

looking guy walked up and sat across from us, and he kept staring at

me. As soon as I saw that he was interested, I flirted with him like

crazy. I kept crossing my legs until my skirt was up to the tops of

my stockings."

While I was talking, I was acting out what had happened.

Maria appeared to be enjoying the show as much as the guy at the mall

had.

"Maria, I know he saw my panties at least once and when I

looked at him after that, he had this HUGE erection. I loved knowing

I could have that effect on him, but I guess he was embarrassed

because he didn't come over and talk to us. I was really hoping he

would and maybe even ask me out. Then I'd be able to tell if that

bulge in his pants was actually as big as it seemed to be."

Maria looked at me with mock horror. "Girl, you really are

terrible! You sound just like me now! Would you really have made out

with him and touched his cock if he had asked you out?"

We were laughing so hard now that Gail had to come in and see

what was happening. She plopped on the bed next to Maria, a pleased

look on her face.

"Of course I would have," I truthfully admitted. "Gail, Maria

doesn't believe I would have gone out with that guy I was flirting

with at the mall last week."

"Oh, yes, she would have," Gail said. "She really had him

going and you should have heard her on the way home that day. He was

all she could talk about. If she had been a real girl, her panties

would have been soaking wet!"

"Okay, okay, I believe you, Jennifer," Maria said, still

laughing. "Just stay away from my boyfriends. I don't want someone

as pretty as you taking them away from me."

She was back to teasing me so I knew she had finally accepted

me as Jennifer and it felt so good to me. We could still be friends

and maybe even lovers, if things worked out as I hoped they would.

Gail - Part Eight

The next morning, Jennifer had told Maria the truth about

wanting to be a girl and Maria had taken it very well. After finding

out the real story, she seemed to treat Jennifer just like any of our

other girlfriends, with one notable exception. She had always told me

how cute she thought Bernie was and I think she still had a crush on

him/her.

Jennifer was even happier now that she would be able to go out

with Maria and as well as me. Before, when Maria had dropped by and

Jennifer was dressed as a girl, she had gone to her old room and

stayed there until Maria left. There wouldn't be any need for that

now.

It was Maria who told Bonnie about Jennifer. Bonnie had

always been closer to Maria than to me although I considered Bonnie to

be one of my best friends. Bonnie was taller than Maria and had

beautiful, long blonde hair. Her figure was perfect for a model. She

went to a private school and was by far the most sophisticated of all

my friends. She was the first one of us to drive and had a new

convertible her parents had give her for her sixteenth birthday.

A few days after Maria had met Jennifer, she brought Bonnie

over and introduced her to Jennifer. That day Jennifer was wearing a

black cowl neck sweater and a black watch plaid skirt with penny

loafers, just the sort of outfit Bonnie would have chosen for herself.

Bonnie had asked Jennifer none of the questions that Maria and

I had when we first saw her as a girl. She just accepted Jennifer

from the first minute and, much to my surprise, seemed quite

fascinated by her.

"Jennifer, you are amazing and you look so good," Bonnie

remarked after looking her over. "It's even hard for me to think of

you as a boy now. Maria told me you'd like to become a girl, not just

dress like one. Is that really true?"

Jennifer was flattered by Bonnie's attention. "I never liked

being a boy," she replied, "and now that I've found out how much fun

it is to be a girl, I'm never going to change back. Besides, everyone

seems to like me better this way, too, so why should I?"

"Being a woman is great," Bonnie replied. "You've made a good

choice. Maria told me you were beautiful, but if I hadn't seen you

with my own eyes, I would never have believed it. It's amazing! You

not only look like a girl but you act like one. Even your voice is

feminine. What does your father have to say about all this?"

"He said he didn't mind at all if it makes me happy," Jennifer

answered, "and I am so much happier as a girl. At first, I thought

everyone would treat me like a weirdo if they saw me dressed as this

way, but so far no one has. If I'd known I'd be treated so well, I

would have become a girl long ago."

I have to admit I was very proud of my new sister. She had

been accepted by everyone who had known her as Bernie and they still

wanted to be her friend. I realized it was because she had finally

come to love herself and other people reacted very well to her newly

acquired cheerfulness.

That evening, Bonnie invited all of us to the "Welcome to

Summer" dance at the country club where her parents were members. We

were very excited to be going and got very dressed up for the

occasion, knowing just how ritzy a club it was. I chose an aqua dress

with a flared skirt while Jennifer wore my pink dress, as I knew she

would. It had always been her favorite and looked a lot better on her

than it ever had on me. The color was perfect for her complexion and

it fit her like a glove.

We drove to the club in Bonnie's car, the top down and the

radio turned way up. As we turned in the driveway, I saw a large

white building on the right. Bonnie told us that was the indoor pool.

The club house itself was a farther along. It turned out to be a huge

white building with columns in front. A boy, dressed in a uniform,

opened the car doors for us, then parked the car.

All of us were very impressed with the inside of the club. It

had a large entrance hall with marble floors. On one side of the hall

was a large dining room and on the other was the ballroom and the bar.

The first thing we did was to go to the ladies' room to fix our hair

after the ride in Bonnie's car.

The bathroom was one of the most elegant I've ever seen. It

was done completely in pink marble with gold fixtures. There was a

huge mirror over the sinks where an attendant waited to hand out

towels or provide anything else you might need such as hair spray or

tissues.

Jennifer just had to pee so she went into one of the stalls.

I waited for her at the mirror, fixing my hair and putting on fresh

lipstick. When she came out, I fussed a few minutes with her hair,

then the four of us went into the ballroom.

There was a ten-piece orchestra playing on a platform near

some french doors that led out to a patio. The whole room was

beautifully decorated with fresh flowers and streamers. All the

tables were covered with white linen cloths and were set with fine

china and silver. We found a vacant table near the front of the room.

As we were there fairly early, we sat and talked for a while as the

room filled up.

Several boys came over and Bonnie introduced us to them. We

danced with all of them for a while until eventually the four of us

settled in with our favorites. Matt, a tall boy with brown hair, blue

eyes and the build of a swimmer, had caught my eye as soon as I had

met him but it took me more than an hour to get him to myself.

Jennifer was dancing with a guy named Phillip who seemed very

enamored of her. He had light blonde hair, almost the same color as

hers, and was three or four inches taller than she was, even in her

heels. He was wearing a black tuxedo that fit him perfectly. The two

of them looked like the all-American couple, blonde, blue-eyed and

beautiful. I was happy that she'd been able to attract such a great

looking man and a bit envious, I have to admit.

We all had a lot of fun and were happy to have we'd met such

nice looking guys. We each given them our phone numbers and now had

to wait and see if they liked us enough to call.

We had planned a pajama party for after the dance, so the four

of us went back to our house about 2 a.m.

Bernie - Part Five

Much to my surprise, Maria had told Bonnie about my conversion

and had brought Bonnie to our house, unannounced. I was a bit nervous

a first but both Maria and Bonnie were so comfortable with me that I

soon relaxed. I was happy I had put on a nice sweater and skirt that

morning. Meeting Bonnie for the first time as Jennifer would have

been horrible if I hadn't look presentable.

She liked my outfit and told me so. I was pleased to have her

treat me like I'd been a girlfriend of hers for years. We sat on the

couch and I was more surprised that Bonnie didn't seem to want to ask

me all the questions that I had come to expect from someone seeing me

as a girl for the first time, but then I realized Maria must have

explained everything to her.

We sat around and talked about the usual things that occupied

almost our entire existence - boys and clothes. I noticed Bonnie

looking at me a few times when we discussed a boy I had a enormous

crush on. I think she was looking for signs of my masculine self,

Bernie. I was happy that I'd learned to be so completely female that

all traces of my former self had completely disappeared.

Bonnie told us she was going to a dance at her club that

evening and her parents had given her permission to invite Gail and

Maria, but then made my day by saying she was sure I'd be welcome too.

I immediately accepted as did Gail and Maria.

Maria and Bonnie left soon after to get ready for the dance.

Gail and I went to our room to look through the closet. After trying

on a few different outfits, I chose her pink dress and she decided to

wear an aqua silk dress. We took a shower and then set our hair.

After touching up a few wrinkles in the dress, I put on a

garter belt, bra and a tight pair of pink panties to hide the unwanted

parts between ny legs. As I put my slip on, I waked over to the

mirror. I simply loved how sexy I looked in my lingerie, feeling

completely feminine and beautiful. My legs, still one of my best

features, looked fabulous in silky light beige stockings.

Both Gail and I took a long time with our makeup and the final

touches on our hair, wanting to look our absolute best for the dance.

We even took pictures of ourselves to show Jack when he returned from

his business trip.

Bonnie arrived with Maria around eight to pick us up. Her

convertible was such a great car. We even had fun on the way there,

flirting with a car full of nice looking guys who followed us almost

all the way to the club.

As we pulled in, I was absolutely in awe of her club and felt

somewhat out of place in surroundings so elegant, especially the

ladies' room which I just had to see as soon as we arrived.

We had a wonderful time and I danced with so many different

boys, finally spending the last half of the evening with a one named

Phillip. He and I seemed to hit it off as soon as we met. I loved

dancing with him, his arms holding me so gently at first, and then, as

we danced some more, so tightly. He bent his head so we could dance

cheek to cheek and he kissed me after the last dance.

I told him I'd had a wonderful time, which was the truth, and

was overjoyed when he asked for my number. He promised to call soon

and ask me out. I made it very obvious that I wanted to see him again

by kissing him, this time letting his tongue into my mouth.

I was sorry to have to leave him but soon was back in Bonnie's

car, on the way home. We talked about each guy we'd met on the way

home and I was very flattered to hear the other girls agree that

Phillip was the best of them all. I agreed completely and secretly

prayed that he's call me very soon and ask me out as he had promised.

The conversation about the dance was still going on as we

walked in the house. Maria and Bonnie were staying over that evening

and I was excited, hoping that we might all have some fun later.

Being with Phillip had made me very horny.

As we weren't the least bit tired, we changed into our

nighties and then decided to have a pizza delivered. Gail opened a

bottle of wine and gave everyone a large glass.

Maria knew where the best pizza in town came from, so she took

charge of calling for it. After she had placed our order, she told us

that not only was their pizza the best, but the guy who delivered it

was a total hunk. He was the son of the owner and had been flirting

with her for months. His name was Mark.

The other three girls decided to have me answer the door when

he arrived. They said I looked so sexy in my yellow nightie and they

knew he'd really enjoy seeing me in it. At first I was reluctant, but

after my second glass of wine, I was all for it. They spent the next

few minutes giggling and warning me not to turn him on too much. I

blushed, hoping I would!

When the doorbell rang, I walked to the door and answered it

with a big smile on my face. Gail, Maria and Bonnie were in the

kitchen watching me through the louvered door.

Mark almost dropped the pizza when he saw me but recovered

quickly enough to say, "You look great in that nightgown. What's your

name?"

I blushed a bit and then invited him in. "I'm Jennifer, and I

know your name is Mark. My friend Maria told me about you earlier

this evening. She said you were real cute and had the best pizza, so

when I got home I called for some."

"The pizza is the best," he said, "and so am I." He gave me a

big smile, so I wouldn't think he was too conceited, I realized.

"Maria never said anything about that," I answered coyly.

"She only mentioned the pizza. How much is it?"

He handed me the bill and I walked over to the couch where I

had left my purse. I bent over giving Mark an excellent view of my

yellow panties. I could tell he liked what he saw a lot, if the bulge

in his pants was any indication.

I turned back to him and said I was short three dollars as I

hadn't realized it would cost so much. Gail would understand I was up

to something because she knew I had plenty of money in my bag.

Mark looked perplexed for a minute, not knowing what to do.

"Is there anyone else home who'd have some money?"

"I'm home alone and this is all the money I have." I lied.

"How about if you share it with me and call it even?"

"I can't do that," he said. "I have to come back with enough

money to cover the delivery."

I stared up into his face with a sad look, realizing that the

more I looked at him, the more I wanted him. It must have been

because of the two glasses of wine I'd just had. I think he felt the

same way because he kept staring at my small breasts, very visible

through the filmy fabric of my nightgown. I was so happy, knowing

that having taken Gail's birth control pills for the last two months

had made them very noticeable, almost an A cup.

Acting as if I were about to cry, I lowered my head and said,

"I'm sorry. I thought I had enough money and I really want that

pizza. Isn't there some other way I could pay you?"

My act had worked. The expression on his face was now one of

pity mixed with lust. "Don't get upset, Jennifer. It's only three

dollars. I can lend it to you and pick it up tomorrow."

I had to think fast as I wanted him tonight, not tomorrow. "I

may be going away tomorrow with my father for two weeks. Why don't

you just stay here and share it with me and maybe I can think of

someway to thank you?"

I walked closer to him, knowing he was getting more turned on

by the minute, just as I was. Looking at his gorgeous face and

muscles had made me hard. Thankfully, my tight panties concealed any

sign of my excitement.

"Maybe if I gave you a kiss, you'd stay?" I asked, putting my

arms around his neck, hoping with all my heart he would.

"I guess I could go for some pizza," he said, taking me in his

arms. I pressed myself against him as his lips met mine. I kissed

him with an open mouth and his tongue immediately darted into it, our

tongues hungrily probing and exploring. His hands moved down my back

and cupped my bottom through my panties, pulling me even closer to

him. I felt his hard cock against me as he began to hump against my

pubic bone.

Knowing I couldn't let this go too far without revealing my

true gender, I stepped back from him, telling him to wait. I reached

down and unzipped his jeans. My hand quickly found his erection

inside his underwear and, while stroking it with one hand, I pushed

his pants and briefs down to his knees with the other.

He had the largest cock I had ever seen and it was

unbelievably hard. Desperately wishing I had been born a woman with a

pussy so I could feel it inside me, I knelt in front of him and began

to kiss and lick his magnificent shaft. Gently I took the tip into my

mouth, tasting a drop of pre-come as my tongue explored his slit. I

cupped his balls in my hand as my mouth slid farther down his shaft.

Back and forth I moved, each stroke taking my deeper into my mouth

until my lips eventually were against his pubic hair.

Mark's hand were now locked in my hair and his hips were

swaying as he fucked my face. Using a trick that Jack had taught me,

I delicately inserted just the tip of one of my long painted

fingernails into his anus and massaged it as if it were a clit.

Unable to bear the excitement any longer, he started pumping his come

into the back of my throat. I pulled my head back so I'd be able to

taste his discharge, not wanting to miss out on it's salty flavor. I

continue sucking and fingering him until he was totally empty.

Feeling somewhat embarrassed by my burst of lust, I quickly

stood up, pulling his pants and underwear up with me.

"Oh, god, I'm so ashamed of myself," I said to Mark, covering

up my face as tears filled my eyes. "I drank some wine tonight for

the first time and it made me lose all my control. I hope you don't

think I'm terrible. I've never done anything like that before. I

can't even look at you."

He didn't seem to know what to say and was upset when I began

to cry. He took me in his arms again and said, "Jennifer, just take

it easy. I think you're terrific and I'd like to call you and take

you out sometime. Don't feel bad just because you liked me. I like

you too. You're beautiful and very sexy. Please stop crying and

let's eat this pizza before it gets cold. All of a sudden, I have

this tremendous appetite."

That made me laugh and I felt a lot better about myself.

"That's funny. I don't feel so hungry now, Mark. Did you mean what

you said about calling me?"

"Yes," he whispered in my ear, "I did mean it. I like you a

lot and I want to take you out. If you don't go away with your

father, how about tomorrow night? There's a great horror double

feature at the drive-in."

"All right," I sniffled, "I guess so. I'll just tell my dad I

don't want to go away. He won't mind, but I'm still feeling bad about

what happened. Promise me you won't tell anyone what we did?"

"No way. I don't talk about things like that," he reassured

me and again took me in his arms. "I'll pick you up around eight.

Hope you don't mind going in the delivery car. It's the only one I

have."

"No, I won't mind as long as you bring another pizza. I get

hungry at night and I love Italian food."

Mark laughed and said, "I could tell you liked Italian food a

few minutes ago, especially sauce, and I love the way you eat it.

I'll bring two pizzas, just in case."

My face turned beet red, but I was glad he liked the way I ate

him. We sat and finished the pizza and then he kissed me and left as

he had to back to work. I realized then he never taken any money for

the pizza.

As soon as he was out the door, Gail, Maria and Bonnie burst

through the kitchen door, giggling and laughing.

"Jennifer, you really had him going," Maria said. "I hope you

realize I had my eye on him and now he's taking you out! That's

wasn't nice!"

"It was your idea for me to answer the door in my nightie," I

told her, "so don't blame me. He's so gorgeous I just couldn't help

myself. I hope you three had a good time peeking through the door."

Now it was Gail's turn to start on me. "We did have fun

watching you and, in spite of what Maria says, I'm glad you have a

date with him. How was the pepperoni?"

That was enough to start them laughing again, but it didn't

really bother me this time. I was so happy to have met Mark and even

happier to be going out with him tomorrow. After I had finished

making love to him, I was afraid he'd think I was terrible and not

want to see me again, so I was very relieved when he asked me out.

Horror movies weren't my favorite, but I was very much looking forward

to being with him.

"The pepperoni was great," I finally managed to say, "and I

think you're all jealous because it wasn't you that got to him first.

Did you hear that remark he made about my loving Italian food and

sauce? I could have died when he said that!"

"It did seem that you liked what you were doing, Jennifer,"

Bonnie chimed in. "I've never done that to a guy, but it he seemed to

love it too. Did he actually come in your mouth?"

"Yes, and it tasted great," I said. "I was surprised when he

did it and didn't particularly want to swallow it but I had no other

choice. I always thought it would taste terrible, but it didn't, just

a little salty."

We began discussing all of our experiences with boys, and it

turned out that none of had much at all. Naturally, Gail and I never

mentioned the nights we'd spent with Jack, preferring to keep that to

ourselves. Bonnie admitted she had necked with several boys and had

let them touch her breasts. Maria, in spite of what she admitted that

night, wasn't a virgin and Gail and I knew it, but I guess she wasn't

willing to admit it in front of Bonnie.

Finally, around three, Maria and Bonnie crashed in the spare

bedroom and Gail and I went to our room, tired and ready for bed.

"This was one wild day for you, Jennifer," she said as she

turned down the bed. "You not only met Phillip at the dance, but you

managed to get further with Mark than Maria did in three months of

flirting with him. I'll bet you love being able to attract boys so

easily."

It had been a great day and my head was spinning with thoughts

of both Phillip and Mark. Both so good looking but both so different.

Phillip, tall and blonde, was from a wealthy family and had looked so

good in his formal wear. When we'd danced, I'd felt so comfortable

and safe in his arms.

Mark was shorter and dark. He had gorgeous eyes and a

wonderful body. Being in his arms and feeling his lips against mine

had made me feel a hunger for a man I'd never experienced before. It

was almost as if he had cast a spell rendering me unable to do

anything but please him, and please him I had. I was very much

looking forward to tomorrow night and at least one more taste of his

sweet syrup.

"I think this was one of the best days of my life, Gail. I'm

sure now that I'll spend the rest of it as a girl. I never want to

wear those awful boy's clothes again and I know nothing can make me

change my mind about that."

"I know you're a lot happier," she told me as we got into bed.

"It's hard for me to even think of you as Bernie any more. You look

so pretty in a dress and it just seems so natural for you to be

wearing one. I love you as Jennifer and I'll fight as hard as I can

if anyone wants you to go back to being a boy. You're my sister now

and I want you that way forever."

She slipped into my arms and I held her against me. "I love

you, too, Gail, and not just like as sister. What I mean is, I love

having you as a sister, but I also love being with you in bed like

this. I could make love to you ten times a day and never get enough

of you. Right now I want to feel my cock inside that tight, hot pussy

of yours. No one turns me on as much as you do."

Her hand found my breast and soon she was sucking my newly

enlarged nipples. We hurriedly slipped out of our nightgowns and

panties and she lay on her back. I got on top of her and slid inside

of her, not moving once I had penetrated her completely. I took her

face between my hands, tenderly kissing each part of it.

My feelings for her were deeper now than they had ever been.

I had to let her know how I felt. "I do love you, Gail, and I want us

to be together always. I can't imagine not being with you and loving

you."

"Oh, Jennifer," she said, "I love you too. We will be

together always and I know we'll be happy. You're everything I want.

A wonderful lover as a female or a male and the perfect friend as a

girl. It's like having the perfect husband, lesbian lover and best

girlfriend all wrapped up on one."

We made love then as we had never done before. Tenderness

replaced urgent need, love supplanted raw desire. I felt afterwards

as if it had been the first night of our honeymoon.

After Bonnie and Maria left, I spent the next day cleaning and

helping Gail around the house. Mark called me late in the afternoon

to say he'd pick me up at nine o'clock. After that, Gail and I went

to our room and I tried on about thirty different outfits, finally

deciding that a pink sweater and a jeans mini skirt would be perfect

for that evening. We had dinner at seven, then I started getting

ready.

The first thing I did was to take a bubble bath, liberally

covering myself with scented dusting powder afterwards. Next, it was

time to camouflage the only real remaining evidence of my manhood.

Gail and I had perfected a new system to hide my cock. After trying

just about everything to conceal my very unladylike protrusion, we had

almost given up. One day when she had just begun her period, I saw

her hooking her sanitary napkin to the wide elastic belt which held it

in place. It struck me that it would be the perfect answer to my

problem and it was. With my genitals tightly compressed beneath the

pad, there was not even the slightest bulge visible.

Over my napkin I put on a tight pair of pink panties and

matching lacy bra. I had bought a very short half slip just to wear

with this skirt as all my others would have hung inches below it.

There was no need for stocking, so I fussed with my hair and makeup

for a few minutes. The pink sweater was tight enough to show off my

new boobs without making me look cheap. The skirt was the shortest

I'd ever worn and I kept tugging it down, feeling very self-conscious

about showing so much of my legs.

Spraying a bit of perfume on my breasts, neck and thighs made

me smell wonderfully. I pulled my hair back and tied it with a pink

ribbon, the exact shade of the sweater. Next came large dangling hoop

earrings, my watch and a pretty amethyst ring. A last quick check in

the mirror reassured me my slip wasn't showing, so I went to the

living room for Gail's final inspection.

"So, how do I look, sister?" I asked. "Do you think Mark will

be able to stay away from me or will he find me ravishingly

beautiful?"

"You look great, Jennifer, and if I'm any judge, he'll eat you

alive. You legs look sensational in that skirt. I'm going to have to

borrow that soon and see if I look as good in it as you do. Turn

around and let me see the rest."

I did my best pirouette, hoping she liked the way my bottom

looked in the skirt. I'd spent more than five minutes in front of the

mirror making sure every aspect of me was just so; hair, makeup,

clothes and jewelry had appeared to be as good as I could make them

look.

"I now pronounce you ready for your first date," Gail said.

"Did you realize that those birth control pills had made your fanny

and hips fill out too? They're much rounder now. You look very sexy,

girl."

"It did seem that I'd gained some inches there," I told her,

"but I wrote it off to wishful thinking. Thank god I don't have a

flat butt and narrow hips anymore. Are you sure I'm bigger now?"

"Without a doubt. Your backside is as curvy as mine. Make

sure Mark notices it when you leave. Shake your hips a little, just

like you do at the mall when you know there are boys following us.

He'll get the message. Don't make it too obvious, though."

The door bell rang before I could answer Gail. She opened the

door and Mark came in.

He look so great in khakis and a blue button down shirt.

"Hi," he said to her. "Who are you?"

He seemed to be staring at Gail, so I hurried over and

introduced her to him before she had a chance to answer. "This is my

favorite sister, Gail. She's the black sheep of the family. She's

only slightly ugly, though."

Gail laughed, knowing I was just teasing. "Jennifer's my

favorite sister, too," she told Mark, "but only some of the time.

Where are you two off to tonight?"

"Just a movie and then maybe a bite to eat," he said. "I know

a great place for free pizza, that is if Jennifer wants to have pizza

two nights in a row."

"Don't worry about that," Gail said. "She's one of those

people who doesn't mind eating the same thing often." She turned to

me and almost burst out laughing. I knew she was referring to Mark's

cock and not pizza. I had to bite my lip to keep from giggling.

"Let's go," I finally managed to say. "I don't want to miss

the cartoons."

"Have a good time, Jennifer," Gail said as we were walking out

the door, "and don't worry about getting home late. Dad isn't here to

blow his stack if you do."

"Thanks," I called back. "Wait up for me, okay?"

"Sure, but only if you bring back some pizza for me too," she

shouted.

We got in his car and raced out of the driveway. On the way

to the drive-in, we talked about ourselves, each wanting to know more

about the other. We hadn't had time to talk the night before so it

was a little awkward it first. I realized this was the first time I'd

been to the drive-in this year and the first time as a girl. This

summer had definitely a time for firsts for me.

Noticing that Mark picked a space in the last row, I knew

things were going to get a lot more interesting. No sooner did he

turn off the motor than his arm was around my shoulder and moved next

to me. He turned my face to him and kissed me. I loved the feeling

of his lips on mine and didn't resist as his tongue explored my mouth.

We necked for quite a while and then I felt his hand under my

sweater. He was rubbing the small of my back, slowly moving up and

towards the front. When he cupped my breast through my bra, I felt a

tingling sensation ripple over my whole body. Then his other hand was

behind me, unhooking my bra. I sat forward to give him more room,

impatient for the touch of his hand on my bare breasts.

He knew exactly what to do to make me hot, too. He massaged

my boobs, paying special attention to my nipples. I felt my sweater

being pulled up as his mouth was sucking and nibbling on my neck.

Suddenly he dropped his head to my chest and took my nipple in his

mouth. His tongue swirled around it, sucking and exciting me. As he

switched from one breast to the other, his hand moved to the side my

leg and in no time was up under the hem of my skirt. Knowing that if

he put his hand between my legs he'd feel my sanitary napkin, I knew I

had some explaining to do.

"Mark," I whispered in his ear, "I have my period so be

careful where you touch me, okay?"

"Damn it," he said, "why tonight? I want to be inside you.

You're not a virgin, are you?"

"No, but you can't do it to me because it just started and I

don't want to make a mess. I want to have you in me too, more than

you know, but I just can't now. Please try to understand?"

"All right," he said, his disappointment very apparent, "but

as soon as it's over, I want you to let me know because, ever since

last night, all I can think of is making love to you. You made me so

hot when you knelt in front of me. Will you at least let me come in

your mouth again?"

"I've though a lot about you too," I admitted, "and I want to

make love to you too. I'd like to have you come in me again and, if

you want, I'll do it for you as often as you'll let me."

The discussion ended as soon as he felt my hand on his cock.

I traced the outline of it through his pants, then unzipped them and

took it out. I looked at it in the faint light and wondered how I

could love so much to touch something on someone else that I hated

when I saw it on myself.

He pulled his pants down as I moved back on the seat, then I

lowered my head to his erection. I took it in my hand and stimulated

it on the bottom, just below the crown. With the tip of it now

between my lips, I cupped his balls lovingly, feeling so feminine as I

began sucking him. Pleasing a man was such a turn-on for me. I knew

nothing else existed for him except the feeling of my mouth engulfing

his silky shaft. I sucked him hard, wanting the taste of his sperm in

my mouth more than anything.

My head was bobbing up and down, his groans louder with each

motion. Come in me now! I shouted silently. Fill my throat with

your honey! Then, a few seconds later, I got what I'd been yearning

for. I sensed his spasms beginning, the tube on the underside of his

cock leaping towards me as his delectable come began spouting into my

mouth. Knowing he'd fill me up, I quickly swallowed the first few

spurts, then pumped him with my hand until the remainder of his load

covered my tongue. I kissed him and lay my head on his naked thigh as

I relished the savory taste of his juice before eventually swallowing

it.

He had recuperated enough by then to tell me, "Jennifer,

you're the best. I love the way you suck me. You like doing it a

lot, don't you?"

I kissed his cock again, then sat up and moved into his arms.

"I love pleasing you, Mark. I get a thrill just knowing how much

pleasure I give you. I do like sucking you but it would be just as

fulfilling for me to please you in any way you wanted."

"Well, if I can't be inside your legs," he said, "then being

in your mouth is definitely the next best thing. I wish I could kiss

you down there and make you come too. Do you like to have a guy lick

you?"

"Of course I do," I told him, again wishing I had a real pussy

so I could enjoy feeling a man's tongue on my clit. "I hate not being

able to have you inside me, but it's impossible right now, at least in

front it is."

He cocked his head at me, perplexed by my last remark. I

thought he looked so cute, almost like an inquisitive puppy. I leaned

forward and kissed him, laughing to myself a bit as I did.

"I guess I'm a little stupid," he said as I moved away. "What

did you mean by in front?"

Trying to appear coy, I explained, "I meant I can't take you

inside me in front because of my period. There is another way, but

I'm sure you know about that."

"Do you mean I could do it to you in back, in you butt?" he

asked, his voice breaking slightly, betraying his embarrassment.

"I've heard that some people do that," I said, "but I've never

done it myself. Gail and I know a girl who says she likes it better

than the real way and it's safer because you don't have to worry about

getting pregnant either. I guess I'd be kind of nervous about trying

it, though." I hoped he believed I was as innocent as I had tried to

sound.

Mark didn't say anything so I felt he might have thought badly

of me if I pushed it. Hoping he'd remember it some time when we were

making love, I opted to be silent for a change. We sat quietly for a

while, his arms around me and my head resting on his shoulder,

watching the movie.

When the first feature ended, Mark went to the refreshment

stand to get some popcorn and sodas. I went to the ladies' room and,

after a badly needed pee, I repaired some of the damage to my makeup

our lovemaking had caused. I straightened out my clothes and thought

about hooking my bra, but then decided against it. Hopefully he'd

want to feel my breasts and suck on my nipples again. Even though

they were small, he seemed to like them a lot.

Back in the car, I couldn't help putting my hands under my

sweater and caressing my breasts, recalling the fire his touch had

aroused in me. I was ecstatic when they'd finally begun to blossom

and I hoped I'd soon be at least a B cup. I loved my breasts and

loved looking and acting like a woman. My boobs were, by far, my

proudest possessions. Now, I thought, if I only had a pussy instead

of this stupid cock, I'd be a real woman and the happiest one alive.

Mark came back a few minutes later, loaded down with food. I

opened the door for him as his hands were full, then helped set all

the food on the dashboard. He must have worked up quite an appetite

as there was enough for four people. I looked around and couldn't

find any sodas though.

I put my arms around his neck and kissed him playfully. "I

missed you while you were gone. Thanks for the food, but did you

forget the sodas?"

"No," he said with a sly smile on his face, "I brought along

something else to drink."

He reached in back and I turned to see what he was up to. He

was opening a small cooler that was on the floor and, much to my

delight, took out some cold beer. It was just what I needed,

something to help wash away some of the first- date nervousness I

felt. We both managed to finish the first one off in a few minutes

and then sipped at the second.

I guess because I hadn't eaten much dinner, I felt the effect

of the beer right away. "Mark, are you going to try to get me drunk

so you can take advantage of me?" I asked, a big smile covering my

face.

"Only if you'll let me, Jennifer," he said. "I like you a lot

and you get me so stirred up. You're really pretty. A guy can't help

wanting to make love to you. It's only natural, so I guess I'm just

doing what comes naturally."

When he said he liked me, my mood changed from joking to

serious. I kissed him again, this time pressing my lips hard against

him as my tongue slid into his mouth. He responded immediately,

kissing me back and running his hands all over my body. Then,

reluctantly I pulled away because I had something I wanted to tell

him.

"I like you a lot too, Mark, and I love being with you. I

hope we'll be together a lot from now on, and I'm sure you know you

get me very excited too. Every time you kiss me I can feel my juices

start to flow."

He kissed me once more before saying, "Don't worry about not

seeing enough of me. I'll be hanging around you so much you'll

probably tell me to get lost, but I hope you don't."

"I doubt that will happen," I truthfully admitted, "except if

you insist on taking me to horror movies all the time. They're

awful!"

"Well, we don't have to watch it, you know," he said,

silencing me with a kiss.

This time when I felt his hand under my skirt, I didn't move.

I knew he wouldn't get too close to my secret because of my supposed

period, so I just relaxed and enjoyed the thrill of his touch. Maybe

it was because of the beer, or was it all lust?

I was right. He didn't try to touch me in front. He rubbed

my legs and then slid his hand under me, his fingers exploring my

bottom through my panties. When he reached my pussy (I had begun

thinking of my anus as a pussy months ago), he caressed and probed it,

making me even hotter than before. I arched my back, pressing my

pubic bone against his cock, allowing him freer access to my backside.

When I felt him pulling down the back of my panties, I got a

little scared but I was too far gone by that time to be able to

resist. I wanted him in me so badly that I was willing to risk

everything. He shifted my sanitary belt to one side, found my rosebud

and then gently penetrated me with his fingertip. Gently he probed

deeper, my moans encouraging him.

When he started fucking me with his finger, I knew there was

no turning back. I ached to have him in me. But how could I do it

and still conceal the undeniable symbol of my detested manhood? My

mind raced, conjuring up then quickly eliminating an possibility that

would lead to discovery. Suddenly, a picture of me sitting on his

lap, his cock buried deep inside me, flashed into my mind. That was

it! I'd found a way.

Very slowly I twisted away from him, hoping he wouldn't move

his hand, and he didn't. I reached down and unzipped his pants. His

erection sprung out into my hand. I stroked him for just a while, not

wanting to make him too excited. My mouth left his and moved to his

cock. I sucked him as I coated his shaft with saliva, knowing from

experience I'd need some type of lubrication to ease his penetration.

"Mark," I whispered softly in his ear, "I can't stand not

having you in me any longer. If it's all right with you, I want to

have you in my backside. I wish it could be in front, but that's

impossible now. Would you like that?"

He was a little surprised, but more than willing. "Yes, I

want to be in you too. I don't care where it is, as long as it

doesn't hurt you."

"If you'll let me do it," I said, "that way I can be sure it's

not too fast. I want to sit on your lap so no one will be able to see

what we're doing."

He didn't object at all. I kissed him, then quickly covered

his cock with saliva again while pulling his pants and underwear down.

Then, facing the movie screen, I put a leg on either side of him and

raised my skirt and slip up out of the way. I still afraid to take my

napkin off, so I lowered my panties then reached behind and pulled the

elastic that covered my bottom off to one side. Rotating my hips

until I had positioned the slippery head of his cock at the entrance

to my pussy, I began to slowly lower myself onto it.

At first, it was a very tight fit until I was able to relax my

sphincter, then I felt a wonderful fullness as I inched him into me.

In a matter of minutes, I had all of him buried deeply inside my tight

passageway. His hands reached in front of me and were kneading my

breasts as I started pumping up and down.

"Oh, Mark, it's so good," I moaned. "I love it so much. Your

cock fills me so perfectly. Fuck me hard. I want you to come in me,

please!"

His hips began to move and, with each stroke, I felt his balls

slapping against me. I was incredibly turned on, wanting him so much,

the mixture of intense pleasure and delicate pain thrilling me more

each time his hardness penetrated me.

"Jennifer, I love it," he cried out. "I love you. I can't

hold back any longer. I'm going to come."

We both erupted at the same time, his come spilling into me as

mine flooded into my napkin. Unable to stop, I kept humping him until

he finally went soft, then I turned around and collapsed in his arms.

He started to say something, but put my hand over his mouth,

silencing him. I wanted only to be next to him. Words would spoil my

euphoric mood. "Please don't talk, Mark. Just hold me." He dropped

his head back on the seat and we cuddled.

We watched the rest of the movie and then stopped on the way

home for a quick bite to eat. I'd had a great time and I told Mark

just that when he dropped me off at home. We necked for more than an

hour in front of our house until finally he kissed me goodnight after

asking me to go out the next weekend. Of course, I said yes, wanting

very much to be with him again.

Gail was waiting up for me and she made me tell her all about

the evening. She was astonished to find out I had taken Mark in my

backside, but after I explained it was because of the possibility of

him discovering my secret and I told her exactly how we had done it,

she understood why it hadn't been so risky after all.

Naturally, all this talk about Mark and me had made her horny,

so we got in bed and made love twice before going to sleep.

Gail and I spent the week shopping and working around the

house as my father was due back on Monday. Bonnie and Maria stopped

over several times and we all sat and talked for a long while.

Strangely enough, although I had originally been attracted to

Maria, I was now spending a lot of time flirting with Bonnie. I guess

it was because of her striking good looks and her perfect figure.

While Maria was short and voluptuous, Bonnie was tall and slender, her

body and looks very similar to mine. I think she felt the same

fascination as she seemed to make an effort to spend time alone with

me.

Mark had called me every day and on Thursday and said he'd

pick me up Saturday afternoon and take me to the beach. Realizing

that meant I'd have to wear a bathing suit, I almost said no, but

thankfully Gail was listening to our conversation and forced me to

accept Mark's suggestion.

Now we had to find a way for me to be able to wear one of her

bikini bathing suits without the least sign of my penis showing. On

Friday, we tried about a zillion different ways as we realized a

sanitary napkin would never have survived swimming, ultimately

discovering that duct tape was ideal. I pulled my thing back between

my legs as far as I could while Gall taped it in place. As long as we

were careful to use narrow strips and keep them short, the tape wasn't

visible under even her briefest bikini bottoms and, much to my relief,

neither was anything else. The only problem I'd have would be if I

had to go to the bathroom. Then the tape would have to be redone, so

I packed a small roll of it in my beach bag just in case. To be sure

the tape wouldn't come off if I went swimming, I spent a long time

sitting in a full tub to test it. Thankfully, it even stayed on in

hot water.

Wanting to make a favorable impression on Mark, I picked out

Gail's favorite bathing suit to wear. It was a two- piece bikini,

pale peach with ruffles along the top of the panties. It looked very

sexy on me and I spent a long time turning this way and that in front

of the mirror admiring my new beautiful body. My bottom, almost

totally exposed by the brief suit, looked particularly hot. I kept it

on most of the afternoon, feeling so sexy and feminine.

Early Saturday morning, Gail and I got all my things ready for

the beach. She taped me in and I put on my bikini just before Mark

was due to arrive. Over it, I wore a simple white cotton summer

dress, one that was easy to get off quickly. We had earlier packed

all the essentials in a beach bag; suntan lotion, makeup, brush, comb,

scarf, sun glasses and two large towels. I'd also thought to bring

along a white bra and panties in case we stopped somewhere after the

beach and I had to change out of my suit.

We were standing out in front as Mark pulled up. He was

wearing only his bathing suit and sneakers, his well muscled chest

bare except for a light covering of hair. I felt myself start to get

excited, thinking of him and the day ahead. Gail politely declined

Mark's half-hearted invitation to join us. I knew she didn't want to

interfere with our day and I was thankful for her understanding. I

didn't want to have to share Mark with anyone.

Mark and I spent the day at the beach lying in the sun,

enduring it's warmth for as long as we could, then rushing into the

water to cool off. It seemed as if we were either necking on the

beach or groping each other in the water all day. We simply were

unable to keep our hands off each other. He was constantly telling me

how sexy I looked in my bikini and once while we were swimming he

playfully tried to take off my bottom, but fortunately I was able to

fight him off. I was very scared at the time and more than a bit

angry with him. It passed very quickly though when he kissed me and

apologized.

Around seven o'clock when the sun began to set, we collected

drift wood and Mark started a small fire. It was getting cooler and I

was glad to feel it's warmth as I didn't want to have to change out of

my bathing suit. I loved the way I looked in it and so did most of

the men on the beach. I had received a lot of admiring glances during

the day and was delighted by all the attention I received. Being a

girl was such fun!

As we were alone then on a deserted section of the beach lying

on our blanket, I didn't object at all when Mark unhooked my top and

took it off. In fact, if it had been a topless beach, I'm sure I

would have had it off as soon as we arrived that morning. I was

extremely proud of my breasts and would have been happy to show them

off to everyone. They weren't large but certainly big enough and even

my nipples had grown to be at least as apparent as any other girl's.

Mark's hands and mouth were all over them, kneading, sucking

and nibbling. I was so turned on that I reached down and freed his

cock from his bathing suit by sliding it out the leg opening. It was

so hard andyet so supple. It seemed as if I couldn't get enough of

it, especially in my mouth and backside.

For the second time that day, Mark was trying to take off my

bikini bottoms and I had to stop him again although I hated having to

do it. "I'm sorry, Mark. I wish I could make love to you the right

way, but I've still got my period. I've also got some other problems

there. My doctor told me that, as a result of this condition, I can't

take birth control pills and it would be very easy for me to get

pregnant. I hope you can understand."

I knew he was as frustrated as I was but what choice did I

have? It was either making up a story or letting him know about my

true gender. I wasn't going to risk losing him or having my secret

become public knowledge.

"Shit, I want to make love to you so bad," he said. "Can we

at least do it the way we did it the other night? I want to come

inside you and at least it's safe that way. You won't get a pregnant

butt, will you?"

I laughed, his humor relieving the disappointment I felt at

having to deny him what we both wanted to do. "I love to feel you

inside me too but first I want to make love to you with my mouth," I

told him as I kissed my way down his chest to his stomach. "Can you

take your bathing suit off for me?"

Naturally, he quickly stripped it off and, after gently

brushing a few grains of sand off his balls, I took each one in my

mouth and bathed them with my tongue while I caressed that sensitive

spot behind them with my finger. I looked up at him, lying there on

the blanket with his hands behind his head forming a pillow for him to

rest on. His handsome face was illuminated by the flickering fire,

making him look totally gorgeous. He's my man, I thought, and I'm so

happy I can please him. It was then I realized I might be falling in

love with him. Careful, Jennifer, I told myself.

But caution wasn't something I experienced that night. Lying

there between his legs, his erection only inches from my face waiting

for my mouth to enclose it's silky skin, made me lose all control.

Placing a hand on either side of his hips, I slid myself up until his

cock was nestled between my breasts. Slowly I rocked back and forth,

his erection rubbing against me until he was so aroused I knew he was

close to orgasm. I wanted him to come in my mouth so I dropped back

down between his legs and hungrily took him in. With each stroke the

tip of his cock filled the back of my throat as my lips grazed his

pubic hair. When his salty fluid finally began streaming into my

mouth, I held his tip against my tongue as I pumped him with my hand.

His semen bathed my tongue as it probed his slit. Waves of pleasure

swept over my body and I felt myself discharging into my pocket of

tape.

When Mark was done, I licked his cock clean, reluctant to

leave any of his wonderful gift to me behind, then I pulled myself up

on top of him. His arms enclosed me and he kissed me very tenderly.

"Jennifer, you are terrific," he said. "I don't know exactly

how to say this, but whenever I'm with you, all I can think of is you

and making love to you. When I'm not with you, it's the same. I wake

up in the morning so horny for you that I have to make myself come or

I'd never get out of bed. All day I wonder what you're doing and,

when I call you at night after work, it's like I don't ever want to

hang up."

I was very touched and overjoyed to know he felt as deeply

about me as I did about him. "I think of you a lot too, Mark. I look

forward to your calls all day and I would have felt terrible if you

hadn't called one night. When I'm with you or talking to you on the

phone, it's as if the rest of the world doesn't exist, and when I'm in

your arms I feel so safe and secure. If some other guy called me now

I'd probably just hang up on him. I don't want to be with anyone but

you."

"I feel the same way," he said after kissing me. "I like

everything about you. When we start kissing, I can't keep my hands

off your body. I know this is sort of quick, but would you go steady

with me?"

"Yes, oh yes," I gushed. "I don't think it's too quick." I

held him tight as we locked our faces together, our tongues completely

in each other's mouths.

We drove home that evening sitting as close to one another as

was humanly possible without causing an accident. Mark's arm was

around me the whole time and I kept kissing him every chance I got.

It took us more than an hour to say goodnight in our living room. We

spent the whole time on the couch and I took Mark in my backside,

again sitting on his lap to protect my secret. I knew I'd never tire

of feeling his manhood inside me or the very feminine pleasure of

having his come pumping into me. At two a.m. I finally pushed him out

the door, reluctant though I was to see him leave.

I went to our room and got my nightie and a clean pair of

panties. In the bathroom, I carefully removed the tape from my

crotch, and then took a very hot shower, not wanting to bring sand or

suntan lotion into bed with me.

As I stood naked in front of the mirror brushing my hair after

my shower, I could think of nothing but Mark. I had come to care for

him a lot in such a short time. It was very exciting but not without

it's scary side. What if I fell in love with him and he found out my

secret? Would he still accept me and care for me? I doubted it very

much. Why couldn't the seven or eight square inches of my genital

area look as feminine as all the rest of my body? I hated that ugly

bulge between my legs! I even toyed with the idea of taking a razor

blade and cutting it off, but my sense of self- preservation

eventually made me realize how foolish that would be. I hurriedly put

on my panties and tucked away the offending growth, then covered it

again with my nightgown.

Gail was asleep when I finally crawled into bed. She looked

so peaceful, sleeping on her side, but I had to wake her up as I was

so horny from my day with Mark. He'd had two orgasms but I was still

extremely excited even though I'd managed to come once. After telling

her we were going steady and all about how wonderful my day had been,

she took me inside her marvelous pussy and I came twice in less than

twenty minutes.

Eventually we both realized I had to tell Mark about myself so

one day I screwed up my courage and just told him. It took him a few

minutes to absorb all I had revealed, but he finally smiled and said

as he'd always felt he was bisexual, it wasn't going to be a problem.

He even admitted he'd had a few male-to-male affairs and enjoyed it a

lot.

Later that night we were necking on our couch. When his hand

went up under my skirt, I didn't stop him. He inched his way up past

the tops of my stockings. As he fondled me through my panties, I

separated my legs, no longer having anything to hide. In seconds I

was very hard and excited.

About three months after we had begun dating, Mark said his

parents wanted to meet me. He'd been telling them all about me and I

guess they realized we'd fallen in love. At first I said no, dreading

a confrontation with a jealous mother, but Mark assured me she wasn't

like that at all. I talked it over with Gail and she said the longer

I put it off, the more difficult it would be. At last I agreed but

was dreading the day it would happen.

Mark called them and they invited us to dinner on Saturday

night. Gail and I spent the week searching for just the right dress

for me to wear. We finally bought a peach and white print with a high

lace collar and three-quarter length sleeves. The full skirt dropped

well below my knees. It was the most ladylike thing either of us had

ever owned.

I told Mark not to come over Saturday as we wouldn't have a

minute to spare. She had called our favorite salon and made an

appointment with Marcel for me. At one o'clock we arrived at the

beauty shop, planning to spend three or four hours there. First, I

had my legs and eyebrows waxed then a facial and manicure. Marcel

trimmed and shaped my hair until it was absolutely perfect. He did my

makeup while Gail watched over him to be sure he made me look innocent

and virginal.

We were home by five and I quickly took a bath as Mark was

picking me up at six-thirty. I had bought an expensive white slip,

lace bra and matching garter belt and bikini panties so I carefully

put on these delicate garments first. As the panties were very tight,

I didn't need to wear my belt and sanitary napkin to hide my bulge.

The sheer silky stockings felt wonderful on my newly waxed legs. Gail

helped me into my dress so I wouldn't muss my hair. She handed me a

simple gold chain for my neck, small white flower earrings and

bracelet. Lastly I put on my watch and rings, then sprayed some

perfume on my neck and wrists.

I went to the mirror for a last minute check. I could have

spent hours staring at my reflection. The dress was lovely and I

would have felt ecstatic except for my nervousness about meeting

Mark's parents.

Gail came up behind me and put her arms around my waist.

"Jennifer, you are the prettiest thing I have ever seen. Tonight you

could easily win a beauty contest. We've surpassed even our wildest

dreams of turning you into a woman. Even I wouldn't have believed

we'd be so successful. His parent's are going to love you as much as

he does."

"Oh, god, I hope so. My nerves are completely shot. There's

a flock of gypsy moths doing the flamingo in my stomach. I just hope

I don't say anything dumb tonight."

"Don't worry," she said, "I'm sure it will go wonderfully.

Just be yourself and relax as much as you can. You've learned to be a

lady so just act like one. Don't forget the hostess gift you bought

for his mother."

Just then, Mark's car pulled into the drive. I started to

dash for the stairs, but Gail called me back.

"I think you'd look better with your shoes on," she laughed.

"Tonight is not a night for barefoot ladies."

I quickly slipped into my low white pumps, then gave her a

hug. "Say a prayer for me. I'm going to need it. I tell you all

about it when I get home."

We went down and let Mark in. He looked at me like I was his

first Christmas present. "Jennifer, you are smashing. That dress is

perfect on you. Do we have time to make love before we go," he said

with a wicked smile on his face.

I gave him a hug to thank him. "I wish we did," I said. "It

might help relax me. You can be sure of some wonderful loving later

though. That much I promise you."

Gail kissed me goodbye and off we flew. As we drove along,

Mark tried to calm me, telling me not to be nervous. He said his

parents were very easy going and very nice, but nothing he could have

said or done would have made me any less anxious. When we pulled into

the drive, I almost asked him to take me home but knew it was too late

for that.

My insides were doing cart wheels as he rang the bell. His

mother answered the door. She looked to be about thirty- eight; very

attractive and slender with short blonde hair. She was wearing a

simple blue silk shirtwaist dress. She smiled and welcomed me. John,

his father walked up to me and gave me a hug.

He looked like an older version of Mark, although slightly

shorter. A touch of gray on his temples made him very distinguished

looking. I hoped Mark would look like him when he got to be his age.

"Mark always had good taste in women, Jennifer," he said.

"That's something he got from me. Come in and sit down. What can I

get you to drink?"

I blushed, not wanting to but I just couldn't help it. "Thank

you. Just a glass of water, please," I answered. "Your home is

lovely, Mrs. Stone." The decor was typical west coast. Bright

colors, open and airy. Very modern.

"Please call me Judy," she said. "We're not very formal here.

Mark's told me so much about you I feel as if I know you already. How

do you like living here, Jennifer?"

"Oh, I love it but it's going to take a bit of getting used

to, especially the way people drive here," I answered, "and there are

so many stores. I can't seem to find anything in any of them. Gail

doesn't like to shop as much as I do so I really haven't had time to

look for some of things I need."

"Yes, people do seem to drive as if a ghost were chasing

them," Judy said. "As far as shopping goes, that's an easy problem to

solve. I love shopping and I know every good store within a hundred

miles. If you like, I'll call you later in the week and we can go

shopping one afternoon."

"Yes, please. I'd like that very much," I replied, not really

looking forward to it but not knowing what else to say.

"Good, then it's a date. Now if you'll excuse me for a

minute, I'll get us some nibbles to go along with the drinks."

"See," Mark said, "I told you they were nice. I knew my

mother especially would like you."

I did feel a lot better now and was even in the mood to tease

Mark a bit. "What did she mean when she said you'd told her so much

about me?" I asked. "What horrible things have you been saying about

me?"

He hesitated for a moment and I could see in his eyes he had

something important to tell me.

"Jennifer, I've always been very close to my mother and I've

always told her everything, even about my bisexuality. She admitted

to me once that she'd had a few flings with women herself. So a few

weeks ago when I realized just how important you'd become to me, I had

a long talk with her. I told her everything about us. She asked me a

lot of questions about you and your choice of becoming a woman, then

she said that if we loved each other as much as we obviously do, that

was all that was important to her. She told me she has a close friend

who has had a sex change and she now considers this woman to be one of

her closest friends. She did advise me not to mention your true

gender to my father as he might not be as accepting as she is."

At first, I was almost in shock but, by the time he was

finished explaining his reasons to me, I felt better. His mother had

treated me very well so far, so I had to assume she really did accept

me. That was a major relief.

Dinner and the remainder of the evening went well. As we

left, both his parents kissed me goodbye and said they were pleased to

have met me. I had the feeling they really meant it.

In the car on the way home, as usual I sat next to Mark and he

put his arm around me. The evening had gone so well that I was

feeling frisky. I put my hand on his crotch and began stroking his

cock through his pants. Almost immediately he was hard. He took his

arm from around my shoulders and slid his hand up under my skirt and

slip. When he felt my garters, he looked over at me with a smile on

his face.

"Honey, you look so nice and pure in that dress," he said,

"but I glad to find you're wearing something exciting and sexy

underneath."

"Well, I did promise you some serious loving earlier," I

answered, "and I always keep my promises. I had such a nice time

tonight, Mark. Your parents are terrific. I really liked them and I

think they liked me. Don't you think so?"

"I know they did," he said. "Both of them told me so. When I

went in the kitchen to help my mother, she said she thought you were

very nice and by far the prettiest girl I've ever dated."

"They're wonderful," I said, "and they did make me feel

comfortable. Your father is so distinguished looking. I can imagine

you looking just like him in twenty years or so. If we ever get

invited back, I won't feel as anxious as I did tonight. I can see now

why you ended up being so exceptional. With parents like that, it

would be hard to turn out any other way."

"Thanks, sweet thing," Mark said, "I like them a lot too. I

know you and my mother will have fun shopping too. You couldn't find

a better native guide to lead you through the jungles of the local

stores. The sales people all treat her like family because she spends

so much money."

By now, I was getting so hot from rubbing his hard on that I

couldn't control myself any longer. The time for talk had ended.

"Mark, why don't you find us a nice private spot to be alone. I want

to make love to you in the car. I can't wait until we get home."

As we were driving along the lake road, it was no problem for

him to find a secluded place. He pulled off the road and parked

behind some rocks facing the beach. The moonlight on the ocean made

it look like a poster. He pushed the seat back and I unzipped his

pants, freeing his cock. Then I unbuttoned his shirt so I could run

my fingers through the downy hair on his chest.

We kissed for a while as I gently ran my finger tips up and

down the sensitive underside of his erection, then I leaned down and

took him into my mouth. My head dipped until all of him was in me. I

reached up and unbuckled his pants and, with his help, pulled them

down. My fingers found his sac and caressed it.

"Oh, Jennifer," he moaned, "I love you so much and I love the

way you suck my cock. I'm going to fill your mouth with my sperm.

Suck me, baby. Suck it hard."

I didn't need any encouragement. I adored the feeling of his

come flowing down my throat. I loved him so much that pleasing him

had become second nature to me. Making him come was almost as

satisfying to me as my own orgasms. I took him into me as far as I

could, my lips brushing against his soft pubic hair, then raised up

sucking as hard as I could until only his tender tip remained in me.

His moaning became louder, so I increased my pace and finally was

rewarded with my second dessert of the evening.

I kept him in my mouth, releasing him only very reluctantly

when he became completely flaccid. As I sat up, I looked at his

softening cock and began to laugh. Reflected in the moonlight, at the

base of his cock was a perfect circle of pink, the remains of my

lipstick. He looked down and when he saw the pink circle, he laughed

too.

"Isn't that a wild sight," he said. "I think we should make a

rule that you have to try a new shade of lipstick on me every night.

Let's hope there's several thousand to choose from."

"That's my kind of idea, Mark," I replied. "I'll go out and

buy as many shades as I can find tomorrow."

We finally got our clothes straightened and drove back home.

Mark stayed with me and we spent most of the night making love.

Gail and I talked about Mark's parents the next morning at

breakfast. She was as surprised as I was to hear that Mark had told

his mother all about me but she felt he had been right to do it

especially seeing as she was so accepting of me. We both agreed it

was a big weight off my shoulders.

I waited the rest of the week for Judy to call. Finally on

Thursday morning she did, and we arranged to meet at a restaurant at

the mall for lunch.

As I planned to do some serious shopping, I decided to wear a

white blouse and skirt. The blouse buttoned down the front so it

would be easy to get in and out of without messing up my hair. Gail

gave me her credit cards in case I ran out of money and told me to

have fun and to buy whatever I wanted.

Judy was waiting for me when I arrived. She smiled and gave

me a kiss on the cheek.

"Jennifer, you look so nice," she said. "Did you have any

trouble finding the mall?"

"No," I said, "not at all. Gail gave me directions and I just

followed them. I'm still nervous driving here though."

She handed me a menu, then smiled. "I'm so happy Mark met you

and has finally settled down to seeing one person. What would you

like to eat?"

"Just a salad," I answered, wanting to be cautious of my

weight. I am always very conscious of my waistline, especially just

before a shopping trip.

"Well, I guess I'll have one two," she answered. "Let's have

a glass of wine first."

She called the waitress over and gave her our order. I guess

because she had ordered the wine for me I wasn't asked for proof of

age. We talked for a while about Mark and his father, then she moved

closer to me and said, "Ever since Mark told me about you and how you

wanted to be a woman, there have been a few things I'd like to ask

you. I don't mean to be nosey and if I am, just tell me so, ok?"

"I don't mind talking about it," I said, "so ask anything you

like. I feel you're entitled to know all about it."

"Thank you," she replied, "that makes it a lot easier for me.

Have you ever considered surgery to change you into a complete woman?

I know Mark told you about my good friend who did, and now she's so

happy she had the operation."

"Gail and I have talked about it, and someday I like to if I

can afford it. I'm taking hormones now and I already have all my

identification, so it's just a matter of finding the money and the

doctor to do it. Mark and I also discussed it and he said it's up to

me. It doesn't matter to him either way."

Judy stared at me for a moment and then said, "I can't imagine

you as anything other than a woman. You look so feminine and

everything about you says you're female. You must have been very

unhappy before you made your choice."

"Oh, I was miserable," I admitted. "I hated being male and

now I can't even relate to that former life. My dad is completely

supportive of me. I've been living this way since the spring and now

I feel as if my life started then."

"I'm happy you've found your true self," she said. "Enough

about that. What are you thinking about buying today?"

I had a long list of things I needed and showed it to her. We

drank two glasses of wine as she mapped out our strategy. By the time

our salads arrived, we were both feeling the effects of the wine.

Lunch was over quickly and Judy insisted on paying. We

strolled through the mall, stopping at several stores and buying a few

small things. At one of the large discount stores I found a bathing

suit I wanted to try on. Judy found one too and we both went to the

dressing room to try then on. I was surprised to see it was one large

room with mirrors covering the walls. I was extremely nervous about

getting undressed in front of her but knew I had no choice.

Thankfully, we were the only ones in there.

She obviously didn't feel uncomfortable because in seconds she

was out of her beige shirt waist dress. I was astonished to see she

wasn't wearing a bra. All she had on under her dress was a pair of

yellow bikini panties. For a woman in her late thirties, she had an

incredible figure. Not a wrinkle or sag anywhere.

I undressed reluctantly, putting my blouse and skirt on a

nearby hook, then stepped out of my half slip. I was truly grateful

the panties I was wearing completely hid my bulge and that I wouldn't

need to remove them to try on the suit. As I unhooked my bra, I tried

to hide but that was impossible in a mirrored room.

Judy looked over at me and, sensing my nervousness, gave me a

warm smile. "Jennifer, you have such a nice figure and your breasts

are so nicely developed. I'm sure Mark finds it next to impossible to

keep his hands off you. At least I don't have to worry about you

getting pregnant."

We had a good laugh at that. All my nervousness disappeared.

"Thank you," I said. "I'm very happy with almost all of it

myself. You have an incredible figure yourself. I'd like my breasts

to be a little bigger and some day I hope I'll be able to get rid of

my bulge." To show her what I was referring to, I pointed down to my

crotch."

"I can understand that," she answered, "but that's a very big

step. Are you sure you want to do something that radical? After all,

I'm sure it provides both you and Mark with a lot of pleasure."

"Yes, it does," I said, surprisingly at ease discussing our

sex life with Mark's mother. "It's just that I have this overpowering

urge to be completely female. When I'm naked, it looks so completely

out of place. It's so male and it sticks out so far."

"I think it would look kind of sexy," Judy said. "Would you

think I was terrible if I asked to see it? I just can't imagine how

you'd look with one."

"You mean right now?" I replied, tense but tingling from the

thought of her seeing my clit.

"Yes, but if it would make you nervous, just forget I asked."

"I guess it would be all right seeing as we're alone in here.

Promise me you won't laugh?"

"Of course I won't laugh," she said. "The store was empty

when we came in here so I'm sure no one will interrupt us. Just so

you'll feel better about it, let me remove my panties."

Without waiting for me to answer, she quickly slipped out of

her panties. I was amazed to see she had no pubic hair and when she

noticed me staring, she immediately explained, "My husband loves to

lick me and used to complain about getting hair in his mouth, so now I

keep it shaved all the time. You should try it yourself."

I blushed at her openness, then dropped my panties. "I know

exactly what you mean. I've been shaving for three years now as you

can see. Mark thinks it's very sexy." I blushed, standing there

naked and discussing my sex life with her but she didn't seem to mind

at all. In fact, it was now her turn to stare.

"You are very well endowed, Jennifer," she finally managed to

say. Then her face broke into a smile. "No wonder Mark is so happy.

If you decide to have it cut off, I hope you'll give it to me. I

could have lots of fun with it. I'm sure my husband would too."

I know I blushed again but I laughed too. We both did. It

was the most outrageous thing anyone had ever asked me and I loved her

for it. Nothing else she could have said would have made me feel as

close to her. I knew if she could joke with me about something like

that, we'd be good friends.

"Well, Judy," I replied, "if you'll trade me those beautiful

breasts for it, it's definitely a deal. They're at least two

handfuls. I'm so jealous. If I had a pair like that I'd never be

able to keep my hands off them. I'll bet you love to fondle them

almost as much as your husband must."

"Oh, no," she laughed. "There's no way I'd ever give them up.

They're two of my proudest possessions and John would never forgive me

either. We both love to touch them. I get so excited. I guess

Mark's told you we're both bi, didn't he? We're very candid about it

so I won't mind at all if he has."

"Yes, he did and I think it great that you're so honest about

it. I've been bi for as long as I can remember. Gail loves the way I

caress her breasts. She says no one ever does it as well as another

woman."

Judy looked my in the eyes and smiled. "That's right. I

remember how much other women have turned me on by touching me. I'm a

bit stirred up just thinking about it."

She looked at me and knew I was as excited as she was.

"Would you like to touch me, Jennifer? I'm sure Mark wouldn't

mind at all and I know I'd like it."

"Very much," I admitted, "but I'd be nervous about doing it

here. Could we go back to your house when we're finished shopping?

Then at least we'd have some privacy."

"That's a good thought. Let's hurry and try one these suits

before someone comes in and sees the two of us standing here ogling

each other."

We tried on the suits, and both decided to buy them.

The rest of the afternoon we trekked around the mall, doing

some shopping but more than anything just talking and getting to know

one another better. By the time we got back to our cars, I felt as if

I'd gained a new friend. I followed her back to their home, all the

time fantasizing about what Judy and I might end up doing. I knew she

was bi too, so I was very hopeful we'd have a fun afternoon.

• *****************************************

This is as far as the story has been developed. If the readers like it

and want me to do more, I'll expand it. Let me know

via email - karnan@buffnet.net

I'd be more than happy to get constructive criticism also - as always,

flames will be cheerfully ignored and trashed.