Eli the Bearded

If you remember from the first episode of Mood Changes, I was
recovering from a fantastic night with an awesome babe. Great
looking, really built, and extremely forward. This lady had taken and
drained me, giving me my first ever ass fuck then packed me off to
sleep by myself.

A curious thing was that my room was located directly accross from
hers. This is what happened next.

As I was unlocking the door I heard activity from across the hall.
Thinking I might get some delicious breakfast company, I snatched open
the door and was saying "Sherry?" while doing it.

The door opened and,,,,,

My chin hit the floor, my eyes were probably bugging out, my gut did
instant flip-flops.

There stood a guy in a camel double-breasted suit, About 5'10", Big
Blue eyes, dark auburn hair pulled back as in a ponytail, thick full
lips but looking very athletic, very masculine. My jaw must have been
bouncing off the floor.


The guy had a dumbfounded startled look on his face. The near perfect
features were turning red, becoming confused, eyes assuming a scared

There couldn't be two people in the world with eyes like those. There
couldn't be another with that full lipped mouth, and beautiful auburn
hair. But,,, this was different! Definitely different.


"Ah,,,, Ah,,,, Umm,,, Steve, we need to ah,,,, talk about,,,, ah,,"

"Sherry? It is you, right?"

"Steve, can we talk about this,,, ah this evening,, may be this
afternoon?" this person stammered. "Steve,,, um,,, I have an
appointment in a few minutes and really have to be there."

"What's with the ahhh,, suit?" I asked, still trying to clear a very
confused head.

He/she/it said, "Promise me we can talk this afternoon. Do you have
a number I can reach you at? Hopefully you'll ahh,,, I can ahh,,, it
will be easy to understand then, OK? I really have to go."

In a near comma, I grabbed a business card from my pocket and
scribbled a number. As I shoved it into her/his/it's hand, I felt the
softness of the skin. I jerked my hand back, looking at the soft
hand, looking for the fingernail polish I remembered from last night.

"Please Steve, I do want a chance to talk to you. Really want to be
with you. I'll call you as soon as I can get free. OK?" This was
said with those big beautiful blue eyes pleading at me.

Total mental instability overcame me as I sort of slumped in my open
doorway. "Sure Sherry, call me, as soon as possible."

"Thanks Steve, you're so sweet for this."

With that, this person leaned close, gave me a quick kiss right on the
mouth and quickly walked down the hall. My eyes watched each step,
looking for a sign of who I had been with last night. Total

I finally closed my mouth and looked down at my briefcase that had
fallen from my hand. Picking it up, I checked my cell phone and
decided to go back into my room for the fresh charged battery. The
whole time I was doing the chore, the chance meeting in the hall was
replaying in my head. The thing didn't make any sense, nothing

I went down to breakfast and sat alone near the corner I had been in
the night before. I ordered, sucked coffee, smoked, picked at my
food, and tried to analyze what had just happened.

I was so deep in thought I didn't hear the "Mister" "Ah Sir?"
"Mister, you alright?" "Can I get you something else?"

"Oh, sa, sa, sorry," I stuttered, "I'm fine thanks." Then looking at
my watch, realized I needed to hussle for my own appointed meeting.
"Check please, OK?"

Emersed in meetings about how to make a routine work and how this
program would work with that one, made for a fast paced morning. Most
of the information stuff was done for the day. All I had to do was to
write the stuff up, Email it in to the home office, then wait for
their updates to the programs. It was a little after 2 PM that I was
leaving the customer when my briefcase started with the "ring."

I stepped into an alcove and answered. "Steve here."

"Steve?" it was Sherry's voice.

"Yeah, it's me, I think anyway."

"Steve, can you meet me in about an hour?" she asked expantly.

"Sure, where?" just thinking of the female, not the illusion from
this morning.

"How about the same starting place as yesterday, OK?" She asked in a
voice that gave a hint of the smile that was there last night.

"Sure, Sherry, see you at the bar in an hour."

"Thanks Steve, see you in a few." And she was gone.

Well, this should be really fun. Wonder what's going to greet me,
this mornings illusion, or last night's lady. With those thoughts, I
quickly drove to the hotel and went to my room to wash my face.

Deciding to be a little more ready for this meeting, or at least a
little more comfortable, I changed from the suit into some slacks, and
a pull over with a sport coat. This way I at least looked casual and
mabe the attire would make me more confident in this strange
situation. A face wash, tooth brush, quick gargle, a check for unruly
beard whiskers and done.

I left the room with at least 20 minutes to spare. For just a second
I listened to hear if anyone was moving around inside the room across
from mine. With the air conditioning whirring you couldn't hear
anyway, so I went straight to the lounge. A little early for
drinking, but a beefeaters might make me feel a little better.

In the lounge I went to the same seat at the far corner of the bar as
the night before. This time I moved the chairs some what, so there
was a little more room between my chair and the one next to me. With
my back to the wall, I started in on my drink and a fresh smoke.

Wham, she came in. She was wearing what appeared to be a modest, very
loose, sleeveless blouse and a slightly flared skirt, just above the
knees. Coming up to me, she took my arm, leaned into me and kissed me
on my hairy cheek. There it was again, that perfume, but not as heavy
as last night, light, but still heady.

"Hi, Steve" she said dragging her chair nearer mine and perching with
her legs together, feet on the stool rung. "Glad you could meet me."

I must have been smiling as she smiled real big at me. You know how
girls have to arrange themselves. They sort of half stand on a bar
stool rung, rub the butt with the hand, down the underside of their
thigh, supposedly smoothing their skirt. She was doing it.
Personally I think it's a scam. They use that opportunity to lean
over and show you their chest. They use it as an excuse to fondle
themselves. They use it as an excuse to near fall on you. But still,
us guys love it.

She ordered her drink and lit a smoke. I ordered a second and pulled
one of my smokes. She lit mine for me in that perfect lady like
finese that she has.

We turned to each other, knees just touching. She reached across and
took my big paws in her hands and just looked at me.

I looked expectantly at her with a smile.

"Steve, I guess I have some explaining to do." she said.

"Oh yeah," I breathed, mesmerized by her beauty, but remembering this
morning's shock.

"It's a long story, hope you have some time." she said looking down
to our hands joined at our knees, giving a squeeze.

Not really making things work in my thick skull, thinking that what I
wanted was not going to happen in public, I gave her a smile and "for
you Sherry, I have all the time in the world."

"Should we talk here? or should we go to somewhere more private?" I
asked. "May be my room?"

"No Steve, let's stay here and talk, it might be easier for me." she

"So?" I said finally clearing my head and at least thinking it might
be fairly important why this gorgeous creature had been dressed in
drag this morning. Kind of a reverse from the drag stuff I had heard

"Steve, I'm not what I look like." she said with eyes still lowered.

"You look great to me Sherry, a lot better than that get up you had on
this morning."

"Oh Steve, listen to me." she said as our eyes made contact. "You see
me as Sherry, I'm not a girl."

Well shut my mouth and smack me hard. Pinch me, shock me, or whatever
but I wasn't buying into this.

"You mean you're a girl and dress like a guy right?" I said with my
voice a little uneasy.

"No Steve, you see a guy that looks like a girl." This time I could
feel her hands moisten with sweat and start to tremble a bit. Looking
at her eyes, there was a hint of tear starting to form.

"Sherry," I said trying to comfort this beauty ready to break down, "I
don't understand any of this, all I know is that you mesmerized me
last night. We had an extremely nice time together and I know I liked
it." That was a lot of talking for me.

"Steve, honey, I really enjoyed you to and hope we can see more of
each other, but you need to understand what I am." She said this with
a pleading look in her eye. No tears just a look of "Listen to me OK?"

I stared at her. Dumb guy that I am, I checked her for the adams
apple bump guys have, no trace. In the process, my eyes are running
straight down her blouse. Such a lech. Nice ones, nipples not
pointing as much through the front at this point, but you could tell
she was braless with what you could see. I checked the legs, hose of
some kind, wow, great legs. She was saying stuff, but my mind was not
absorbing. Female block on a male mind.

"Steve, listen to me." she said, sounding a little miffed.

"Sorry, Sherry, just trying to figure this out, you look like you did
last night, fabulous. You look great. You gotta be the best looking
lady I have even been around."

"OK Steve, just settle down and just listen." with that she separated
our hands and took one of my cigarettes, lit it, and stuck it in my
mouth. She lit one for herself, leaned on the bar with one elbow and
put her head in her hand looking at me. Lips straight, no smile, but
still, drop dead good looking.

"Now, I'm male, at least in body. I am female in my head. I have
been this way all my life I think. A few years ago, I decided to make
myself look how I felt inside. I let my hair grow, had my face hair
removed, and had these made to look like a lady." She said this
lifting her right hand cupping her right breast while still leaning
her head in her propped up hand.

Leaning back in the chair, sitting more upright, she took a drag from
her cigarette and continued.

"Soon, very soon, I'm going to have myself made into a real lady.
I've been to counseling and have been approved for gender alteration.
Right now I'm still sort of a man, but soon I will be all woman."

"Sherry," I said, becoming awed by her beauty again and not really
paying attention, "to me you are all woman, right now. What we
enjoyed last night was awesome. We pleasured each oth....." Before I
finished the sentence, last night flashed through my mind. The total
senario made more sense at this moment.

"Is that why you wouldn't let me give back the pleasure you gave me?"
I asked, now mentally stumbing with the fact I had made love to a man,
and enjoyed it. Even wanted more of her ah, him.

"Steve," she said with a very soft gentle voice, "If you had found me
out last night, you would have left, and never seen me again. We
wouldn't have had all the fun. I wouldn't have had the opportunity to
enjoy you the way it feels good to me."



"So what do you think of making love to another guy?" she said, giving
me a real seductive look. A slight smile came across her face, a
tease, a challenge.

"Sherry," I began, "last night I made it with a fabulous lady. I was
made love to by a very desireable lady. For everything you have just
said,,, I'm sorry but you are not a guy, you are all woman." Then I
added, "for at least what I have seen to this point."



"Have you ever had a homosexual experience?" she asked quietly.

"Nope, have not really ever given it any thought." Breifly
remembering the "Lets beat meat sessions" as a kid.

"Well honey," she said leaning into me, brushing a hardening nipple on
my hand and kissing me softly on the mouth, "you have now had your
first real homosexual experience. Hope you're Okay with that."

"Damn, Sherry," I said. "It just can't be, you are really all lady."

"If so Steve, what did I look like this morning." she asked.

That was a sobering thought. The person this morning gave the
impression of all man. But it still didn't make sense, I was looking
at this absolutely fantastic female, all woman, at least it looked
that way.

"You've got me there Sherry. Who did I see this morning?"

"You saw Terry." she said emphatically. "You saw what I have to be
right now, what I don't want to be, but have to be for just a little
while longer."

"Sherry, Terry, whatever, this is too much for me. Let's go for a
walk, a drive, something. I don't want the booze clouding this up.
Let's go for a drive so we, ah, I ah, can think this through." This
was getting complex.

She questioned, "would it be better if you went off to consider this
by yourself?"

"No Sherry," I said with conviction, "I want you to be with me, I want
to be with you. Especially while this is fresh. Might have to ask
you some questions that only you can answer. Let's go."

"Good, I want to be with you too, I'm glad you are being so

"Sherry, I haven't accepted anthing, you are still a girl, and I don't
know what it's going to take for me to change my mind." I said this
near pulling her out of the lounge toward the parking lot.

We got into the rental Lincoln with bench seats, me holding the
passenger door for Sherry. She slid over to the center folding her
legs up under her, sort of leaning toward the driver's side. When I
got in and settled, Sherry put her left hand on my shoulder and held
the muscle of my right arm with her right hand. Intimate, not
agressive, but intimate.

I drove out of the city into what some call the foot hills. It didn't
take long to get away from the clutter of city and subburbs. Driving
along a blacktop we came to what appeared to be a small roadside park.
Lots of trees and a ways back, some picnic tables. I turned in and
drove to the back of the picnic area and parked under some trees.
Shutting off the engine with the right hand I was starting to open up
the door with my left.

"Let's not get out just yet, OK?" Sherry said this still clutching my
right arm and kind of tugging on it. I turned to say something but my
just opening mouth was met with a very nice soft lipped mouth in one
of those tummy flip flop open mouth kisses.

We kissed and kissed. Pretty soon I turned more toward her to put my
arms around her. The more I turned the more she leaned into me, near
laying across the seat. We kept kissing till my head was whirling.
Then she got my attention by moving her right hand down to pass across
the bulge that had appeared in my slacks. She sort of leaned into me,
forcing me back toward the door as she kissed my hairy cheek, then
throat, then the hairy chest showing in the open neck shirt, all the
while taking a more agressive hold on my now very hard dick. Whew,

I started trying to lift her back up for more of those great kisses,
but she had her own agenda. Her left hand was flat on my chest,
pushing. Her right hand was doing some fancy undoing of my slacks.
Pop went the Sans-a-belt buttons. Buzz and the zipper was done for.
She let out a slight gasp as the top part of my bare dick showed,
forcing the pants leg up, drooling a spot on the pants. No underwear
when casual. Sherry grasped my dick and started working it out of the
pants leg, in the open. It flipped up, smacking her on the cheek.

"Ohhh, so beautiful" she said as she stuck her tonuge out to lift the
drool oozing out of the head. She proceeded to do the ice cream
thing. You know licking around the head, then straight up to the head
for more drool. She had this down, with both hands around the dick,
she pulled down to totally stretch the skin, do a tongue twirl around
the head, then pull up on the dick, forcing more droop up, just in
time for her tounge to reach the head and the juice. Then just like
last night, she started sliding down my dick till I felt it jammed at
the back of her throat.

My turn to "Oow and Ohhhh and Ahhh" feeling her lips, tongue and
cheeks surrounding my dick. She backed off an inch or so then went
down hard on me, jamming the head of my dick into her throat. Wow,
was that good. As soon as she seemed to bottom out, she would, back
off and force me into her throat again, but deeper each time. This
accompanied by the same up and down motion of both her hands, was
doing what probably was intended, getting me off.

"Sherry, Ohhh Sherry" I moaned. "You gotta stop, gonna cum, gonna cum
real soon, slow down baby, slow down, gonna cum."

She didn't listen. Has to be a broad. Just locked down on that thing
and started sucking hard, jamming it down her throat, pumping the base
rapidly with her hands. She was slurping, gasping, and slobbering.
All those sex sounds, smells, and that gorgeous head bouncing in my
lap did the trick.

"Ahh, Sherry, Ohhhh god Sherry, Ohhhh, Ohhhh" and my tummy darts shot
down to my balls, which sent a signal to the base of my dick to get
ready. Just as the good stuff seemed to be coming up my dick, her two
hands squeezed tight. She pulled her head off my dick, took a deep
breath, looked at me with that mussed lady look of passion, and kissed

Then right back down to lick the head a couple of times,n then she
pulled me into her mouth, then throat and started really pumping her
hands. Well as soon as her hands loosened the slightest, giezers of
cum shot through my dick, burning the head end as it came out.

"Oh Sherry, so good, so damn good." pumping my hips into her sucking
mouth. The stuff came and came and came and came. I looked down and
cum was all over my pubic hair, around my balls, coming out of her
mouth around my dick, covering her pumping hands. Couldn't believe
all the juice I was shooting.

My dick finally stopped spasming and Sherry slowly brought her mouth
off my dick. She once again, looked up at me with that super
passionate look, come all over her cheeks, nose and chin, and grinned
big. She lifted up quickly gave me an open mouthed kiss exchanging
lots of my own juice, then dropped down to suck my dwindling cock back
into her mouth.

I laid back against the door, drained while Sherry sucked my dick
clean then licked up all the cum overspray. With my eyes closing,
relaxing, I moaned, "Ohh Sherry, that was so good. You do that the
best, ever."

As soon as those words were out of my mouth, her whole body laid on
mine and her cum soaked face was in mine, kissing me tenderly. We
held each other for what seemed like hours. Me getting my strength
back, her gently kissing me while hold and stoking my now soft dick.

"So how do you like me as a cock sucker honey?" She asked softly.

"Oh Sherry, that was great,, you are great." I hoarsely whispered.

"So," she started, "You don't mind having a guy suck your cock heh?"

"Oh hush, baby, I don't want to know you but as a woman, my woman." I
said with sincereity, realizing that was about as commital to any
female I had ever been with. Then my eyes popped open at again the
realization that this may be a guy I'm fooling with. I started
figiting trying to bring my legs back down to the floor boards.

Sherry looked up at me questioningly. "Gotta get out, babe, gotta
take a leak."

With that she pulled back from me to allow me to move. I opened the
door and swung out pulling my pants up to walk. Leaving the door
open, I heard the buzzer going because of the keys in the ignition.
The buzz quit as I neared a tree trunk. You know, it's better to
water a tree than just grass, a guy thing huh. Just about the time I
was letting go full force, Sherry walked up next to me and stood,
watching me go. I finished, shook off, flipped my limp one in my
pants and started putting the slacks back to gether. I glanced at
Sherry and she was now standing slightly turned with her back toward
me, legs apart, skirt up, and a stream arcing out at the ground. Holy

I was still standing there with my pants half buttoned, mouth wide
open when she turned back to me. She looked at my hands at my
buttons, then my face, grinned a little and said, "had to go too."

With that, she started for the car while I finished straightening the
pants. Geez, too much I thought, still tasting my own joy juice from
the recent fun and kisses.

I went back to the car where she was standing. She hugged me, a full
body hug, tilted her head back and looked up. With a second nature
sort of reaction, I just leaned down and kissed her. We kissed and
snuggled for a bit then strolled around the little park.

"You all right with this?" She asked as we were walking hip to hip,
sort of a slow swaggering shuffle.

"Guess I am," I said with shrug. Not really knowing what to make of
me, my feelings, or where this was going.

"Lets get something to eat, I've had my desert already but will want
more later." she said with a squeeze and an upturned mouth for another

We went back to the car, retraced out route back to the city. Instead
of going back to the hotel I pulled into a resturant right up to the
door. A car jockey (Valet to you uppity people) opened Sherry's door
and let her out. As she swung her legs out, the boy gasped. Sherry's
skirt had pulled way up to top of her stockings. She pulled it down
before anything else showed and smirked at the guy as she came around
the car. We went in, we were seated at a smoking table in the dark
rear dining room, nearly alone. It was still early. We ate big,
Italian. A great clams casino for appetiser. Lots of wine. And a
trip each to the John. Me to the mens, her to the womens, (wonder if
she stands over the pot.) "Damn" I thought, "just can't believe she
is a guy."

On the way back to the hotel, we chatted about our jobs and where we
lived, getting to know one another. When we got back to the hotel,
Sherry wanted us to go to her room as she had some more of the bubbly,
saying we could order something to snack on from room service while we
watched TV and talked.

We did a repeat of the previous night. She hit the john, then I went
to unload. When I dried my hand this time, I noticed once again
panties and bra hung over the rack. Taking the panties, I felt the
wet spot again, but this time examined it. It was damp, near crusty
in places. I lifted them to my nose and smelled. Familiar perfume
scent but also a sex smell, not sour but also familiar.

When I returned to the room area, I was greeted by a wonderful sight.
Sherry was propped on the bed with two glasses of what must have been
more of last nights champaign. This time, instead of her street
clothes, she had changed. She now wore an opague long gown cut deep
at the bodice, showing her two fine firm breasts. They literally
spilled out of the gown, giving me a near total view, hiding only the
nipples. A single button held a single loop of thread keeping the
gown together. The deep revealing split showed the sides and
beginning of the bottoms of her breasts, then continued down till you
thought you might see her belly button. Ah such beauty, yet,
definitely different.

Sherry said, "have a sip, then put on the big terrycloth robe near the
bathroom." No sip, a big gulp, slobbering some down my bearded chin
causing Sherry to laugh at my clumsiness and obvious startled

I went to the alcove where the bathroom was and found the robe.
Stripping quickly, I pondered whether to strip completely or leave my
pants on. No undies today so no way to do this except bare or pants.
"Oh Well" I thought, "gone this far, might as well be bare too."

Getting into the bed, I sat next to Sherry, who was propped up at the
head board. As I settled down, I made sure the robe was covering me
well. I stared hard at where I thought her crotch would be, trying to
discern a lump or panty line, or anything. Nothing showed, confusing
the issue more, really not figuring everything out.

This time I sipped my refilled glass, while Sherry watched me with a
near amused look on her face. She seemed to be pondering our
situation, as well as some opening dialouge.


"Yes?" I said turning to look her in those huge, dark blue eyes. "Man
she is good looking," I couldn't help thinking.

"Steve, now that there doesn't seem to be any big secret about my
condition, how do you feel about me now?" This was asked with her
eyes assuming a dark look of aphrension.

"Sherry, I'm still confused by this whole thing. As for Sherry, you
are the most fasinating, addicting girl I've even met." I said this
seriously, looking directly in her eyes to let her know I meant it.

"But Steve..."

Sherry, hold on," cutting her off. "As for this other, ah, um, Terry,
I'm not sure what I feel or that I want to know anthing at all."

"OH" she said, sounding a little disappointed.

I continued, "You see, what we did last night was different, at least
for me. I don't go around picking up women while traveling. Even
when I'm home, I'm not great at going out to try to meet women. So
last night was different, I met you, was overcome by you, your
appearance, your beauty, our conversation, your forwardness, your
perfume, and then your fantastic sexiness. You consummed me, no pun
intended, but you did. I was consumed with you and by you. It was
something very big for me. Then today, this morning, I was shocked.
Startled into some dream world of denial. Still, right this second, I
am in that same state of denial. I want to know you more. I want to
know you better. But at the same time, I'm afraid or at least
apphresive of knowing you too well."

My eyes had been looking at her, dropping down, focusing on those
tits, then raising to look at her beautiful lips, then an eye to eye
contact. "Sherry, that sums it up. I want to know you better. I
want to know more about you. But I am scared of what that may bring
or be."

Sherry leaned into me, pressing her breast to my arm, hugging me. She
turned her head up to be with a serious smile and reached for my lips.
We met half way, kissing gently, searching for answers within the
lingering soft kiss. I flicked her lips with my tongue and her mouth
opened, sucking my tongue into it's depths. The kiss lasted and
lasted without any other movement from each of us. Just a continuing

Sherry pushed back from me, letting me observe those twin beauties
just a bit. She cleared her throat in a manner that indicated she was
clearing her head of the passion that showed on her face. She brought
her eyes to mine.

"Last night, when we met. It was chance. I always dress as Sherry at
night to bring myself peace and sense of who I really am. You just
happened to be there. You intrigued me with your actions and obvious
actions of not trying to pick me up. I teased you bunches. You
reacted well, didn't become macho and start grabbing or assuming or
anything. That drove me nuts. I wanted to see how far I could tease
you. After a while, my teasing was getting me hot too. So I decided
to have you, in my own way, in ways I knew you would never find me
out. I had you in a way, I've never had anyone before. I thought
that today would never be. We would just pass in time, a happening,
something to look back upon and wonder. Then this morning....."

Sherry shifted around and sat cross legged at my side, facing me, her
gown pulled down over her knees.

"This morning was as much a shock to me as it was to you." You could
tell she was uncomfortable at this point.

"This morning was the first time ever that someone knew me, or had
seen me dressed in my two genders. I didn't know what to do. I just
wanted to run, to get away, get out of town. You persisted just
enough to make me wish to explain to you, maybe get you to understand
me, help me to understand me. Possibly a friend who really knows me,
one who will listen to me."

"You have my attention, that's for sure. I'm listening lovely lady."

"Hush," she said giving me flat handed swat on the thigh, "I'm not

"A lot of years ago, I gave up on relationships. I wanted a boyfriend
not girl friends. I wanted a man who wanted me for a woman. Not a
guy who wanted me as another guy. I tried that, I didn't like it. It
frieghtened me to have those relationships. It wasn't kids
experimenting any longer. It was two young guys playing with each
other. It was men who only lusted after other men. It was men who
lusted after a kinky affair. I didn't want that, that did not make me
feel feminime."

"So," she continued, now taking my hand in both of hers, "about 7
years ago I decided to be celibate or at least not have contact with
other men for sex. Sometime in there, I started to plan on a gender
change. I researched everything written. Went to a couple of
specialist. Had so many tests done to me that by then I'd had more
needles than a junkie. When all was evaluated, I was told I could be
a candidate for a gender change. One of the things that was against
me was I had tiny breasts and had not gotten them enhanced. So I did.
Also did some work on my very light face hair."

"When that was done," she said now getting into her story, getting
comfortable with her tale, getting enthusiastic about her life, "I
really felt like a near woman. I could look at myself with panties on
and see a female. I liked myself. With my long hair, and female face
and figure, my tits did it. I could dress as a woman and no one
questioned, not once. I was careful not to let people with whom I had
a business relationship ever see me after work. I was careful to
always dress masculine at work, never giving them a hint."

Now she pulled by hand up to her breast and molded it to the underside
of one of her great tits. I cupped it, not moving, as she seemed to
just want me to hold one, reasurring her that she was female, on top
at least.

"My one problem Steve, was that I was lonely. Lonely for a friend,
lonely for companionship, lonely for love." With that she passed my
hand over her nipple, making it stiffen with just one soft touch.
"Steve, when I met you and teased you, I wanted to feel you next to
me. I wanted to make love to you. Give you some of my stored up
passion. I did. And kept you from my secret."

Putting my hand back in both of hers, in her lap, she continued.
"This morning when you didn't run, when you questioned me, wanting to
know more, I really became confused. I wanted a friend, but didn't
want my secret out. I enjoyed our loving, but didn't wish you to know
more of me,at least not yet. When we talked about it, you didn't just
walk away. You listened. You only wanted to know me as a girl. You
only wanted to know Sherry. I like that. That's what I have always
wanted. That's why I'm telling you all this. I want you to keep
knowing Sherry."

With that, Sherry leaned across and hugged my arm, gave me a chaste
lip kiss and sat back.

"After all that, think we can still be friends?" She said this with
that glorious girl look. The one with the half closed eyes. Looking
down but still at you at the same time.

I pulled Sherry to me, wrapped my arms around her and held her. I
tilted her head up and kissed her. First softly, then firmer. A
little tongue and OH Boy, we were devouring each other with Kisses.
As we kissed, we slid slowly down in the bed till we were side by side
facing each other. The act of sliding down had exposed Sherry's legs
and panties. I was now bare to my belly button. Sherry's leg was up
over my hip, our bodies molded together. We kissed and kissed. My
dick started spasming against our tummies, getting our attention.

As we kissed, Sherry's hand went beneath the robe I was wearing,
pushing it off me, completely baring all of me. She brushed her hand
over my chest, arms, thighs, legs, groin as a blind person would,
getting to know me. She touched every square inch from my face to my
knees. While kissing, she shrugged her shoulders and then flip, our
lips separated, cloth passed my mouth, then our lips joined. But now
I felt her tits in my chest. Her tummy flat against mine. My dick
between her legs stretching up and tapping her on her lower back.

Sherry reached between us and grabbed me. "Easy lover, I want to make
love to you. Let me do it, please,,,, Ohhh, please let me do it."

Sensing she wished me to be still, I continued to hold her and kiss
her. Sherry scooted up till she was just slightly higher than me.
With my dick in her hand, she started rubbing it over her butt cheeks.
Spreading my dick drool over them. She flipped the small bit of
material out of the way and pushed the head of my dick to a slippery
opening. I pushed slightly.

"Ahhh, easy honey." I'm really sore from the ravaging you gave me
last night. Hold still, let me."

I did. I held still. Still laying on our sides, facing each other,
she forced the head of dick into her opening. "Ugh" she grunted
accepting the knob. With one hand still directing me, her other held
me around my back. Her one leg moved forward working itself under me,
so both knees were now at my sides, her mid body arched away, with her
hips pushing against me. She slid me in a little more, then a pull
back and she forced four or five inches into her.

"Oh Steve, you are so, so big. When I saw you last night, I didn't
know whether I could get you in me. But I was determined. Ohhh, you
are so big. You must have rearranged my insides, you were in so
deep." With a push she accepted even more of me.

She pushed me on my back following me, keeping her knees at my sides,
now sitting on top of me. I bent my legs so she could lay back
against them. As she leaned back, she pushed down hard on me forcing
more of me inside.

Sherry came back above me, with her hands at each side of me. She
leaned down and kissed me passionately. Then started to pump slowly
up and down. "Oh, Steve, Steve, this is so good."

My hands were now cupping her bottom, helping her work me in and out
of hers. Her breasts were just out of mouths reach, so I took one
hand from her butt and directed a nipple to my mouth to suck. As soon
as my mouth touched her nipple, before the first suck, Sherry was
groaning loudly. "Oh, yes, yess, fuck me, fuck me, fuck me, fuck me."

My mind was racing along an orgasmic trail. All the sensations were
very acute. She was tight, amazingly slick, but tight. Then suddenly
Sherry stiffened. She sank down till nearly all of me was inside,
only about an inch showed. She raised and lowered herself furiously
impalling herself deeper.

I was going to cum. Right then. Her ass tighted into a vice grip on
my dick, squeezing off any progress my juice had. She was pushing
down so hard on my dick it felt like she was ripping the skin loose
from around the base of the head. Her hole loosened for a split
second. She went up and down then squeezed again. She did it again.
Each time she loosened, it felt as if my cum would start up the shaft,
then she would push herself completely down on me and squeeze.

"Auugh, Oh Sherry, gotta cum, Oh baby, Ohhhh," I groaned hoping she
would loosen her butthole and let me cum. She didn't. She just kept
loosening pulling up, sliding back down to the base, then squeezing
the base of dick.

All of a sudden her body went limp, collapsing on me, her asshole
loosening. I grabbed her by the hips and started fucking her as hard
and fast as I could. Instantly my dick swelled and burst inside her.
She was limp. I was holding her body away from mine to keep the
angle, sliding her up and down, keeping a rythm with my hips.

We were doing the "ohhhs and ahhhhs" the "Soooo Goooood" "Sooo
Deeeep" and finally "Oh, Oh, Oh, OH, Oh, Aaaaaaaaahhhhh."

As I gushed into her, holding her away from my body, little puddles
were forming on my stomach, chest and neck. This didn't distract from
my orgasm, my cum, my getting off, but I was aware it was happening.
I even looked down to see the source. At that precise moment my dick
was jerking inside her super tight butt, sending more juice into her,
her face was dangling over my shoulder, and her "dick" was sticking
out of panties sending a stream of juice toward our faces.

We collapsed, or rather I let her fall down covering my body with
hers, impalled on my still spasming dick. For the first time I could
feel her dick pressing into me as she lay on me. It was squirming
too, probably letting loose with the last of her orgasm.

We were too sex dulled to move. We just lay there, her atop me, till
my dick started softening then was expelled from her hot hole.
Cupping those great butt cheeks of hers I pulled her into me rubbing
our groins together, still feeling her dick between us. She stirred,
lifting her head, kissing me passionately then moved slowly, sliding
to my side, the oozing juice from her ejaculation spreading over us.

With her head on my shoulder, Sherry reached down and scooped up some
juice from the puddle on my tummy. First she tasted it then rubbed it
into my skin. She drew her finger to my neck playing in the cum.
Getting a large glob on her finger, she brouht it up under my nose.
Obviously man stuff. Then she stuck her finger into my mouth.

Thinking this was one of her games, I fondled between her butt globes
and scooped up some of the leaking juice I had deposited. Bringing it
first to my nose then to hers, then to her mouth. She sucked it from
my fingers then attacked me with kisses. We kissed and kissed. Going
from the post sex lethargic feeling to I think I might want seconds
feeling quickly. Sherry bounced from the bed, saying, "I'll be right

Sherry brought a damp wash rag back and washed me gently. Since I was
getting interested again, the wash job just enhanced the feeling
making it firmer by the second. Sherry threw the wash cloth down,
dove on me kissing my face first, then moving down my cum smeared
chest to consume my dick.

She sucked my entire semi-soft/semi-firm dick into her mouth. Using
her tongue on the underside she sucked hard, pulling the head of my
dick deeper into her mouth. I could feel her constricted throat as my
dick began to grow more with the attention. My knob grew, Sherry's
sucks became more demanding, and all of sudden, the head of my dick
passed some barrier in her mouth. I could feel myself getting harder
while being encased in her throat. She pulled back stretching my
quickly firming dick with her lips then instantly dove back down,
forcing my dick down her throat again. She had brought me from a
semi-firm state to super hard, fast. After three or four deep deep
sucks she pulled back popping my dick from her mouth, looking at it
with a conquering look.

Sherry laid over on her side raising her face for kisses, hugging her
belly on my drooling dick. I pushed her on her back and proped myself
up so I could be over her while kissing and fondling her chest. With
the same enthusiasm she had touched me, I smoothed her skin with light
carresses. From her neck, over her breasts, along her sides, over her
tummy, down the outside of her thighs, up the inside of the same thigh
to skip over her groin and once again pass over her tummy then chest,
ending by cupping her face to me for more kisses. I kissed her eyes,
her neck, and spent minutes kissing her breasts. Licking all around
the breast to finish with a firm full nipple between my sucking mouth.
I worked by way to her stomach with kisses, tasting the residule of
our previous frenzy. As I traveled south, Sherry lifted my head back
to her face, preventing me from a discovery mission. Not being put
off from making love to her, I turned her onto her stomach, then
continued the search and touching of her body.

I leaned over her back, kissing, sucking, nibbling on her neck. I
kissed the shoulders and middle of her back, making her squirm and
pull her shoulders back. My hand was cupping her beautiful butt
globes, smoothing them, feeling the whole contour, then cupping and
squeezing again. My kisses trailed down her spine to the cleft of her
globes. Upon reaching that division, each full cheek recieved little
nips, sucks, and kisses, making little cherry spots on those gorgeous
globes. With my tongue at the top of the cleft, I pulled the globes
apart, trailing my wet tongue down the split which still held the
material of her panties. My tongue worked back and forth, pushing the
strip of fabric aside, till just the tip of my tongue found the soft
puckered hole.

Sherry shivered, her globes wobbling, closing on my face. When my
tongue just barely touched the place of my recent pleasure, Sherry
pushed her butt into my face groaning, "Ohhh, Ohhh," I darted a
pointed tongue into her a couple of times getting the same response
while tasting some freshly applied lubricant. She was pushing her
bottom into my face forcing herself up on her knees, while her face
remained buried in a pillow.

My dick was stretched tight, rock hard, swollen. I was crazy to get
into her again. Grabbing her hips, I pulled my self up to my knees
while continuing to lick and tickle her nether hole. Raising up, I
used my knees to push her knees apart. Still holding her globes, I
pulled them apart and aimed. Resting the head of my dick on her butt,
I pulled it down the crease till it thumped at her hole. Pushing
lightly I tried to enter. I pushed harder and it still could not gain
an entrance. I grabbed my dick and rubbed in around in the lubricant
on her butt, then placed it back to center. This time, I leaned into
her, she pushed back and pop, the head had passed in to her.

"Auggh, Steve, Ohhh. you're so big, so big, Ohhhh." Letting her gain
control of herself, I held still. When she started forward, pulling
away from me, I followed. Then she pushed back on me hard, forcing a
couple of inches inside her. It felt as if she were ripping the skin
away from my dick. Even though well greased and just recently fucked,
she was incredibly tight. We finally got six or seven inches inside
by pulling out a little then pushing hard at each other. This time, I
was doing the fucking, not her. Although, it seemed as if it was
rougher going than before, she was relaxing a little bit each time.

With my hands on her hips, pushing in, pulling out, we finally found a
rythm that loosened her, making the lubricant she had applied work
better. I sank deep into her with an "Oh, Sherry, baby, that feels
soooo good."

"Steve, Stevie, you are soo deep, fuck me, fuck me, make me your
woman." She humped back into me, burying me to the hilt, I think the
first time we were totally joined. "Ohhhhh Steve, hold still, stay in
me deep, hold still."

I stopped pumping and just pushed as deep as I could, holding my self
in at my maximum depth, holding her hips. My dick squirming and
spasming from the hot pleasure place it was in. Her ass ring
tightenened on me in a rythmic squeeze as I pulsed inside her,
building up a load to deposit. I leaned over her back, and cupped her
breasts, pinching and twisting her nipples lightly, making her push
back into me. I passed my hands over her breasts, up her neck, to
touch and hold both sides of her face. I passed my hands back over
her tits then over her sides, pulling her back once again.

Something was rubbing the side of dick, irritating it. lifting my
body back I could see the thin bit of material of her thong. It was
wadded up, getting in the way. In my passion I grabbed the string a
pulled. Her panties ripped and pulled away from her body. I pitched
them to the side and grasped hips.

Holding her like that, my body demanded that I start pumping. I
pulled back and pushed in hard, groaning my pleasure. Sherry picked
up the motion and went with me, pulling apart then crashing back
together. My speed increased with my passion. My balls drew up tight
in readiness. I could feel the readiness tingle down my sides and
stomach, tingling the base of my dick. As I crashed into her, fucking
her furiously, my hands slipped to her hips for leverage. I encircled
her waist with my arms to squeeze her and pull her to me with all my

Something damp and hard bumped my arm. In my passion, I didn't care
what it was. My hands slipped back from clenching her and both
reached for the firmness while I crushed into her depths. I was
holding her small, hard, dick. She had one. I didn't care at that
second. And in her sexual passion she didn't care that I knew. I was
fucking her ass as hard as I could. She was fucking back on my dick
with moans and grunts. I was holding her dick in my hand, rubbing it.
The stimulation grew to an explosive conclusion.

"Aughhh, Sherry, Aughhh," as I pumped my seed into her. Still holding
her dick, I could feel it swell in my hand. Load after load surged up
my dick and squirted inside her. At once, the sliding back and forth
took on a smooth silky feeling aided by my cum.

She started clenching her bottom, jerking back and forth onto my dick,
but fucking my hand at the same time. "Ohhhhh, baabeeee, Ohhhhhh,
fuck me, fuck me, fuck me." As I pumped through the last of my
spasms, the dick in my hand started jerking, spasming hot gooey liguid
into my hand and over my wrist. We fucked and fucked, eventually
slowing down to stop with us joined at our maximum depth. I fell over
on my side, keeping hold of her tummy with one hand and her still
jumping dick with the other.

"Ahhh, Ohhh Sherry that was so good" I groaned in an exhalation of
breath as if I run a 100 yard dash. "That was so incredible. Making
love to you is so good."

As soon as the words "making love" came from my mouth, Sherry
stiffened a bit, her butt clenched, but I was still firm enough not to
be expelled. Her dick wilted in my hand. I kissed her back, and
neck. Releasing her dick, I brushed her nipple before passing my
gooey hand under her nose. When I did that, she seemed to relax,
slumping back into me. I felt her tongue lick at my hand. She took
my hand in hers and licked it clean along with my hairy wrist. She
relaxed and shuddered. It felt as if she were shaking, maybe crying,
but I couldn't see her face.

My dick slipped from the furnace of her bottom, goo following it out.
I took her shoulder and pulled her, to put her on her back. She
resisted a couple of times, didn't say anything, then finally laid
over on her back. Tears were in her eyes. I kissed them. Soft
kisses on each teary eye, her nose, settling on her lips for a soft,
deep, meaningful kiss. She pulled back from our kiss, looking in my
eyes, her lips swollen in passion, and said simple "thanks."

"Thank you Sherry. Thank you for letting me make love to you." I
said. Again feeling her tense slightly when I said making love. She
pulled me to her, not kissing me, but pulling my head to her shoulder,
holding me.

She whispered, "Yes you did, you did make love to me. You made
beautiful, passionate love to me. This I will remember the rest of my
life." Then she pushed me back grinning and said "and you probably
ruined me back there, I won't be able to sit for a month."

I hugged her, gave her a kiss, then held her away from me, looking at
her face and body. My gaze traveled to those firm tits, smooth tummy,
then Opps, her dick. Yep her dick. It was a small dick. Some
hairless balls showed under it. But a set of balls and dick
nevertheless. It must have become obvious that my gaze had become
fixed as a stare. I was trying to put the last couple of days in

"What's the matter" she whispered, "never seen one of those before, no
locker rooms or anything like that?"

"Ah, Umm," I stuttered while returning my gaze to her eyes. They were
twinkling. "Ahh, just checking on what was going on down there."

She started giggling. A girl giggle. Then laughing, still a lady
laugh, but laughing. "I wish I could preserve that look you just had
on your face. it was precious," she said, still laughing.

"Whaddaya mean"

"It just was, honey, you were staring at me as if trying to figure out
where it came from."

"Well, guess I was, kinda." I said sheepishly. "Well, you know what I
mean, I was doing this babe in the butt, really having a good time.
All of a sudden I push in and out pops a dick, A DICK, right in my

Sherry blushed, "If you had not ripped off my panties, it wouldn't
have gotten in your hands. When you get going, you really get going."

"Yep," I said looking back down at her male organs. "Kind of a
surprise, even though I knew, I didn't really know, till I saw it
squirting at me. Then when it bumped me, I guess, my mind just said,
this is part of the girl I'm in ah, ah, um, I'm fascinated with."

With teary eyes, Sherry smiled, kissed me gently and said, "Thanks."
Then big bulbs of tears started rolling down the valleys next to her
nose, "Thanks for understanding me, Steve, thanks for accepting me, as
I am."

I kissed her eyes, kissing the salty tears away.

Grabbing her hand and pulling her up, I said, "Lets shower and settle
down for some of that wine you have."

We showered, first her washing my back then me hers. She turned and
started soaping up my front, going from my chest down to my balls. I
started doing the same, concentrating on those magnificent tits. As
we soaped up each other to a heavy lather, Sherry pulled on my dick
with both hands, feeling it get thicker and heavier with each pull. I
held her soaping up her back then bottom, finger washing the valley
between her globes. My dick, now very firm again, bounced in her
hands. As she pulled on it, the head would brush against her still
flacid dick. We rinsed off, dried each other with big fluffy towels
then went back to the bed. I lay naked on the bed, Sherry put on a
light opaque robe sashed at the waist, gaping open on top, giving me
an excellent view of her deep cleavage. She lay down snuggling next
to me, her head on my shoulder, a robe wrapped leg and arm across me.
In the after sex lethary just before the male brain goes "click" to
off I mused over my companion. Amazing, this person was once again a
girl, a female, a woman. But with a dick.

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