It was Sunday afternoon and decided to head out to the mall and check out any action going on. I was always on the prowl to find my next object of affection with my new found abilities. I knew there were always girls hanging around the food court or up at the movie theater. Although I knew I would enjoy someone my age, I thought that being with and older woman that I may get someone with much more experience in sex. Maybe she would want to experiment with different pleasures. Yes, I would really like to be a strapping man and satisfy some older woman’s desires this time.

I walked around the mall for a while trying to find an older couple where the woman was pleasing on the eyes. I wasn’t in need of a woman with large breasts this time as I had had my fill of that for a while. Maybe it would be nice to see a woman with small tits although they should at least be perky ones. After a bit of trolling, I picked up on a woman who happened to be shopping in the ladies department for something. She browsed and pulled some items off the rack when a man came up from behind. He wasn’t a sales clerk but someone the woman surely knew as he put his arm around her for a moment. The man was well dressed and average and the woman was ok. She looked somewhat attractive but there was something peculiar about her that I couldn’t quite figure out.

I decided I needed a closer look at her so I walked around some clothes as I approached her. She had long blonde hair, somewhat curly and her makeup looked good. Her lips did entice me with the color lipstick she had on. It seemed to be a glitter pink – not something you usually see on a woman her age. She looked to be in her 40’s I would guess. She didn’t have the curves you would see on a fit woman but that was not a deal breaker. She had two small bumps pushing her t-shirt forward under that dark bra which totally captivated me. I did want to see small breasts and she had that.

All in all, I could have sex with her. Who knows, maybe she is into some kinky stuff. This would be a good test to try and focus and perfect my ability to take over someone’s body – especially someone I just met. I went up to the man to get more details. I needed to know him if I was going to be him. I stopped to the side of him and asked if he knew where the bathroom was. He turned around and politely pointed off in some direction. I stalled a bit and said thankyou before heading off. At least I didn’t get caught snapping a picture of him with my cell phone.

I walked around some more while glancing at the picture I just took and getting him in my mind. I had no problems taking notice of the good looking woman roaming around but they were either with other woman or by themselves shopping. The men must have stayed home or found somewhere else to go while they shopped. If I wanted to be a woman tonight, I could easily find one here.

I left the mall and headed home. I realized I was passing Stephanie’s house again. I saw her outside as she turned and gave me a pleasant smile. If I were a bit older I’d probably have no problem getting with her on occasion. Now that I know her secret, it made sense how she looked at other boys and possibly me. Her twins looked good as usual.

I made it home and entered from the back into the kitchen. Mom was there getting ready for dinner. I needed to get my fix and I looked right at her breasts while she was cooking. I could tell she wasn’t wearing a bra again as you could clearly see how they wiggled from side to side as she moved. I wondered if she also skipped wearing panties under those jeans. That was a pleasant thought. “Dinner will be ready in an hour” she said as I made my way to the living room and plopped on the couch. I could hear dad in the den on the phone with somebody – probably something to do with work I thought.

I was bored. Maybe I should go visit my sister in her room if she was home. I could use a bit more breast time with her. I trotted up the stairs towards her room. The door was slightly ajar and I could see her sitting by her computer reading a magazine. Hmm, wonder if it’s that adult magazine. She didn’t see me so I stepped back and made a noise as if I was just approaching her room. As I poked my head in, I saw the magazine was gone from her hands.

“What do you want?” she said in a snarky voice. “You want to watch some TV before dinner?” I asked. She didn’t know what to make of my request since it’s been a long time asking her to do anything with me. “Not sure why but ok” she said. I could see she was trying to figure me out and maybe thought she would just go along and see what happens. She said to give her a minute and she would be right there.

I went back down to the couch and clicked on the TV. I heard her coming as she skipped down the stairs. My eyes just focused on her chest as they bounced every which way. She had changed her shirt to a t-shirt for the evening and her boobs looked excellent. Maybe I can become her sometime and play more with them I thought.  She plopped next to me on the couch. “You never wear t-shirts” I stated. “Well I’m trying out different things. How do you like it?” she asked. Was that a trick question I asked myself? There was no good way to answer that but better safe than sorry, “Sure” I said as I quickly took another glance and looked away quick – her tits were amazing. I think she is more comfortable with her breasts now that she seems to be dating Gary and I didn’t mind at all with them just hanging out there.

She looked back at me and stared. I knew she wanted to ask me something but was very hesitant about it. She looked away and then back. She clearly had something on her mind and was trying work up the courage. “Ok, what’s up?” I said, “I can see you want to ask me something”. She started to speak, “Well, ah never mind”. “No, what’s on your mind?” I asked insistently. “Well, did you know about me and Gary when you were ribbing me yesterday?” she blurted. “I had my suspicions” I replied. “How much do you know?” she cautiously asked.

At this point I didn’t know how far or how much to reveal so I proceeded delicately. “Did you really spend the night at Sally’s?” I whispered in her ear. “Who told you that!” she loudly whispered back looking somewhat shocked. “How do you know that?” she whispered again in a panic. “I know you don’t know Gary that well so I know you wouldn’t have asked him about me and he certainly wouldn’t tell you anything. Were you spying on me?” I could see she was beginning to get a bit agitated. “And furthermore, what’s up about that roses in bloom remark?” she snarked out. “Do you know something about me and a rose?” she spoke out in frustration as she looked to make sure no one else was around.

It was here that I didn’t know where to go next. I loved having sex with her but I certainly couldn’t openly acknowledge that in any way, shape or form. That was indeed taboo and she wouldn’t believe me anyway. It appears I may have taken my teasing her a bit too far. “Come on! What else do you know?” she pushed. “I did not spy on you per say” I mumbled. “What does that mean?” she asked irritated. “All I can tell you is that you weren’t at Sally’s and you…” I said fading out. “And you what?” she said with a more tense voice. “Can we just drop this?” I asked. “No, I want to know and I want to know now” she yelled under her breath. “I sort of know you had sex with him” I again whispered in her ear. “What the fuck! How in the hell could you know that?” she yelled under her breath again. She grabbed me by the arm and again muttered loudly, “And how do you know about my rose tattoo! I know that’s what you meant with your snide remark – No one knows about that!”

“Listen, I can’t tell you how I know and I won’t say anything to mom or dad.” I said guardedly. “Why can’t you tell me?” she asked a bit more calmly. “I can’t tell you because you wouldn’t understand.” I replied. “Maybe one day we can chat about it but not now, please” I asked sincerely as I took her hand. I could see she couldn’t make heads or tails out of what I was saying. I should have never brought it up in the first place.

She moved away from me and crossed her arms in a huff. “I think you may know more about me then you say” she mumbled. “Why do you think that?” I replied. She turned back towards me. “Well, when I was with Gary he said something that I know you only say. I didn’t make anything of it at the time but now that I think about it, something’s not right” she said with a puzzled look on her face. “And you’ve also been acting really weird the last couple of days, especially in the morning” she inquisitively stated. I could see she was piecing things together in her mind. “All I know is that you know way too many intimate things about me that you shouldn’t know or anybody else for that matter” she quipped. She again crossed her arms in a huff and kept silent until dinner.

After dinner I made it up to my room. Tomorrow was the big test and my plans for tonight just dwindled away as I didn’t have the motivation in me to be someone else tonight, especially after the talk with my sister. I took out all the notes I had made and started to review them. I kept going over everything I had until I noticed it was pretty late. I was tuckered out and just wanted a good night’s sleep for tomorrow’s test. I got changed and I hopped into bed. I took a deep breath and cleared my mind of everything as I fell asleep thinking about the test. I wanted to make sure nothing happened tonight.

I woke up to a dog barking outside. That was pretty strange, I didn’t know someone had a dog nearby. It was pretty dark in the room and I couldn’t get my bearings. Then I realized I was not in my room. “Bloody hell. Can’t I just have one night without transporting somewhere!” I yelled under my voice as not to arouse anyone who could be around. I could tell I was a man but what man. I collected myself and started thinking about what I was thinking when I fell asleep. I got up and fumbled to find a light. Feeling around I found a door and a light switch next to it.

I clicked the switch up and the lights came on. That’s when I turned around and saw a women in the bed sleeping. I quickly turned the light back off. I went over to look at her closely and examined her face as best I could. I didn’t know her at all. “Damit to hell” I said under my breath. The room was too dark for me to figure out who I was but I have a sneaky feeling that I was going to have to have sex with her tonight. I needed to get away from her before my desires kicked in. I needed to figure things out. I left the room quickly and quietly. I needed to find the bathroom where I could look at myself and see who I was.

I started quietly walking down the hallway with no clue on where I was going. Suddenly the door to my left opened and I was quickly pulled in as the door quickly shut behind me. “She didn’t hear you, did she?” she whispered. “Who?” I quickly replied. “Your girlfriend stupid!” she bellowed softly. What the hell did I get myself into?

The woman in front of me seemed to be very anxious and the room I was in was another bedroom. “Who are you?” I asked. “Quit playing games, we don’t have all night you know” she said a bit nervous. As I looked at her more closely, I realized she was the woman at the mall earlier today but now she had on a matching silk pajama shirt and pants. Everything was whirling around me as she rushed me to her bed. I caught a glimpse of myself quickly in her dresser mirror. I was that man – the man that was with this woman at the mall. I kept thinking that there was no way I could have been him. I wasn’t thinking about him at all when I fell asleep – or did I? I just couldn’t remember.

“Listen, you didn’t tell her about me, did you?” she asked. “Tell her what?” I asked back. “About you know what – you know?” she said secretively. “You know if she found out I would probably have to find another place to stay” she stated. I had no clue what she was talking about except that I now knew she was a roommate in this house and the other woman up the hall was my girlfriend. I also knew if she found out about us we would both be kicked out of this house before finding out whatever it is she’s hiding.

“Quick, get your clothes off” she said as she was unbuttoning her top. You’ve got to be kidding me, I said to myself. “Come on, get with it” she urged. As she slid her silk pajama top off, I snapped my head up as my eyes fixed on her small chest. The lights from outside the window allowed me to take a good look. My old friend “desire” decided to come along for the ride and once again I couldn’t resist. She looked beautiful standing there getting undressed.

I quickly got undressed as she slipped underneath the covers and pulled off her bottoms and flung them to the floor. She didn’t waste no time just diving in and kissing me and rubbing my chest. She too also liked tongue and wanted to swallow mine whole. She reached down and grabbed my cock. It was already stiff as a board. She then went down on it underneath the covers as I sighed in relief. She really wasted no time. I realized the urgency of all this, reminding myself my girlfriend was just up the hall – or whoever’s girlfriend. Whoever this woman was she was sure doing a number on my cock.

She was squeezing at my balls like she was kneading bread. It felt wonderful as usual. “Boy, you have a long cock tonight” she said as I could barely make out what she was saying. I felt my precum ooze out as she tugged rough on it. She had no problem slurping it all up. I was getting pretty used to that. I reached down to see if I could touch her breasts – I wanted to feel them bad. I was able to cup one hand underneath and feel that tiny nipple in my palm. I started rubbing and squeezing on it and occasionally I would pinch her tiny nipple. I could clearly hear her moan under the covers.

She quickly popped her head out and got on top of me and the kissing resumed. Whoever I was really wanted her bad. I could once again feel the overwhelming longing to have my way with her. I pulled her up and bent my head forward for my mouth to reach her nipple. I wanted it and just went for it. It was extremely small and I didn’t know what to make of it. I had no problems taking her whole tit in my mouth and licking the nipple. Who knew such small tits could be just as pleasant to suck!

I brought both my hands up and under each tit as I tried to squeeze them. There wasn’t much to them as my hands slipped to her nipples. I found myself looking at them with overall curiosity. They were a bit unusual. She had such tiny nips pointing out of her very small areolas. I was very drawn to them and wanted them bad. It was amazing that it didn’t hurt or bother her with the way I sucked and pulled on them. She was totally into it.

Then she lowered her crotch against mine and started to rub. It felt wonderful. I was totally into her. There was just something about her that made me want to ravish her. That’s when my eyes popped open. Something on my manhood didn’t feel right. I pushed her up and flung the covers back to reveal -her cock. Yes, she had a cock and a mighty big one at that. How could that be? I remember that I thought she was attractive but there was something odd about her – now I know. Her tits now made sense to me – man tits. You would have never known she was a guy, at least I didn’t. So that’s her secret my girlfriend couldn’t know about.

“What’s the matter babe?” she panted and continued to suck my mouth. I just laid back and tried to understand what I just saw. “Come on, we only have a little time before you have to get back” she moaned. She flipped over on her back. I knew exactly what she wanted me to do. Now I have had a dick in my mouth before, but I was women at the time with a dick in my mouth. That made some sense to me – I think. I was so confused with all this body changing stuff that my mind totally broke down. She tugged on my cock to get my attention. “I want you now” she said enthusiastically. I knew I didn’t have a choice in the matter as the feeling inside this guy was overwhelming and powerful. I never felt it that strong before.

I leaned my head on her chest and went down and swallowed her cock whole. It was long indeed and she pushed on my head to take it all in my mouth. She let out a loud moan under her breath. I started bobbing up and down and clutching it firmly. Here I was a man sucking a woman’s cock – how messed up was that? She wanted me to get rough as she let me know with her bucking her hips to push it in and out of my mouth hard. I grabbed her balls and squeezed as I kept sucking.

That’s when she suddenly stopped. “Ok, get up and turn over” she commanded. “No, not that way, you know what I mean” she quipped. I had no clue what she meant. “Get on your hands and knees” she said. My eyes opened wide again. Was she going to butt fuck me? I did what she said and waited in horror as she lined up her cock against my asshole. I had no idea how this was going to feel or if it was going to hurt. She eased it in a bit as I winced and tensed up. She told me to relax as the head of her cock penetrated me. I thought that wasn’t too bad until she rammed it hard. I wasn’t expecting that as I let out a wail. It went way up me. “Shsss, you don’t want to wake up your girlfriend” she said worried. At this point what would it matter? Here I’m getting fucked in the ass and she’s worried about my so called girlfriend.

She grabbed my hips and started pushing in and out hard. It did hurt as there was no lubrication. I agonized and sighed with each thrust. She thought that I was just enjoying it. It’s obvious I had done this before with her – no, the guy I was now had done this before. I was losing it. She took one hand and grabbed my hair and pulled my head back. It was like I was a rodeo horse she was riding, making me buck. My ass canal started to burn but she didn’t care. She just kept ramming and jamming me.

She started to let out those moans of pleasure when it hit me that she was going to explode up my butt hole. This was going to be disgusting but at the same time I wanted it bad. I wish I could change this guy’s mind. She thrusted one hard deep long pause inside and spewed her goo. She then thrusted again and again until she was spent. I felt it all ooze out, running down the insides of my legs.

I had no time to think about it when she took her position for me to butt fuck her. “Do I really need to tonight” I asked hoping she would just be done. But that was not to be. “You know I want your cock deep inside me – especially how long it is tonight” she barked out softly. “Come on and stick it in – you have to get back soon”. Again, the guy I was wanted this bad and he was insane. That desire in him pushed me to her rear and jam it in. That went in pretty easy I thought – her hole was pretty wide as if it had been stretched from over use. I really wish I had put on a condom but what did that really matter – this guy wasn’t really him or I wasn’t really this guy.

“Ram me hard” she yapped out. I wanted to get this over with as quick as I could so I started right up jamming her. I grabbed her hips so that I could pull on her as I pushed in. She was loving every minute of it. Her soft moans were making me focus on the job at hand. I forgot all about the situation and just let my dick have its way. I was once again building up to that moment. “Come on baby, give it all to me!” she said as she gasped for air. There it was, that feeling, that great awesome feeling. I titled my head back and pulled hard back on her as I creamed her. With a couple last thrusts in her, I spent myself. I was done. I pulled out and rolled onto my back. “Wow! That was great” I said, “I’ve never done it that way before”.  “What do you mean you’ve never done it that way before?” she said looking puzzled. “I mean it just felt great tonight” I said as she began to smile and look upon me with puppy eyes.

“Ok, you need to get back to your girlfriend before she wakes up – go on get out, I’ll see you in the morning” she whispered strongly, looking all satisfied. I quick put my pajamas on and ran down the hall to the room I came from – I think. I opened the door slowly and peeked in. Yep, this is the room. I crept quietly to the bed and got in and pulled the covers up and over me and tried to fall asleep so I could wake up back as me.

The woman next to me, my so called girlfriend, rolled over towards me and started spooning. She draped her arm over me and I was hoping she was just getting in a good position to sleep. I didn’t move. I waited and she didn’t move either. My dick and ass were very sore and I didn’t need any more tonight. I closed my eyes to drift to sleep.

I was half-asleep when I noticed she was lightly humping me. Was she dreaming? I sure hope she was. Then she lowered her hand to touch my cock. Nope, she wasn’t dreaming. She started playing with it and I could clearly tell she was getting aroused. “Henry?” she whispered really softly in my ear. “What?” I replied back. “I’m horny” she said rubbing my cock. Could this really be happening? Why do I keep asking myself that? Of course this is happening.

My cock was starting to stretch and it throbbed in a dull pain as it grew. I really didn’t want to do this but Henry as she called me wanted the challenge. Who the hell is this guy? She slipped her hand down inside my pants and grabbed it. “Henry?” she muttered. “What?” I groaned again. “Why is your dick so hot and sticky?” she asked. I didn’t know what to say. “I don’t know” I said very tired. I guess she didn’t care as she just started rubbing it more. My dick hurt indeed and it being stiff again made it unbearable – I needed time to replenish and cool off.  She started humping me harder. “I’m horny” she said again. I could see she wasn’t going to give up. She tried to slide my pants down under my butt and she succeeded. My ass really hurt when she moved me.

She then pulled me over onto my back and laid her head on my chest. She was awake now just bobbing her hand up and down my aching and tender dick. Luckily for me she couldn’t see the faces I was making. I felt her head slowly move down. Obviously she was going to suck it. I could feel it inevitably coming. I don’t think I’ve ever felt my cock so tender, sore and sensitive all at the same time but I certainly couldn’t tell her that. I could feel in that moment her mouth open as I was beginning to cringe. My eyes were shut tight knowing it was happening. My dick was swallowed whole as she brought her hand down my shaft and pushed up. I howled in pain. She evidently took my howl a different way as she began to suck on it like a vacuum cleaner.

“Henry?” she said as she pulled off my dick. “Your dick tastes funny”. “What do you mean?” I asked treading lightly. “I don’t know, it just does” she replied in a puzzled voice. “Well if you don’t like it, then just leave it” I said hoping she would indeed continue. Then she just went back down on it. She still wanted it. If only she knew where my cock just was. This was even more voyeuristic knowing that I also was cheating on her. She had no problems slurping and cleaning the feces off my cock from the woman or man I was just with. It was kind of stimulating knowing she didn’t know what she was swallowing. I was now beginning to awake and really get aroused.

Henry’s desires started to once again spring forth. Even though my cock was throbbing, the pain eased off a bit. It was also very stimulating that she was hurting me without knowing. She pumped me hard with her mouth and then sprang up and hurried on top of me. It looks like I might get away without having to lick her. I was right. She pulled her panties to the side of her cunt and tried to squeeze my dick up her pussy. This was hurting a bit much now since she wasn’t really that wet yet and my dick was still somewhat aching. It was like trying to squeeze a banana though a small hole and having it squish out. She wasn’t giving up as she reached behind her to give it more help pushing up on my balls. I let out another cry as she tilted her head back. She had no idea.

My cock finally made it past her opening. She was sitting down on it harder to get more in. I was surprised she wasn’t ripping herself as that was what it felt like. Although not quite all the way in, she started to bob up and down on it. I could feel my cock bending from the pressure each time she went down and it felt like it could snap in half. I wanted to throw her off but Henry had other ideas. “Do you want me to lick you and get you wet?” I asked softly. “No, it will be fine” she replied. I was glad of that.

She did finally start to get wet which lightened my pain a bit. After a few more bobs, my cock finally pushed its way through deep inside. I just laid there why she rode me. She quickly removed her top and her breasts just fell forward towards me. That certainly helped my situation. She had a nice rack with small button nipples. You could hardly make out here areolas. I had to see what they were like. I reached up, squeezed them together and lightly pinched her nipples. I didn’t get much time to play as she plopped her chest on top of me. She began sliding up and down my body with each stroke. She reached in to kiss me and I turned away. I didn’t want what was in her mouth in mine and I could tell Henry didn’t either – that was a saving grace.

“Henry, hug me” she panted. I held her tight as she was working up to that womanly feeling. She was now getting very wet, sticky and sweaty. She was indeed horny and for the most part so was I. Like all the other woman I’ve been with she started to moan more frequently and louder as she bobbed on my cock. She sat up a bit with her elbows on my chest and her eyes shut. She kept licking her lips and opening her mouth to grasp some air. I could tell she was in the groove. I could now see the tops of her boobs pressed firmly against me. They were being mushed up and down my body with her motion.

It was then I felt her tension more and more. She was there. Unlike the other woman, she let out more of a squeak when it hit her. I could feel her wetness all over me down there. She laid on top of me for a while and then slid off to the side to grab some tissues. “What about me?” I asked. “Are you ok if we stop now?” she said more than asked. I could see she just wanted to use me and then get back to sleep.

I really could have relieved myself once more if she would have just given me the chance but it was not going to happen. My dick was going limp and so I just rolled over and closed my eyes. As I drifted off, I thought about Henry’s predicament. He was going to have a lot of explaining to do when things catch up with him.

Another morning and another dazed awakening. I rolled over to see my alarm clock and it was about to go off. I reached over and shut it off before it started buzzing. I rubbed my eyes and stretched. Today was test day and I wanted to have a good breakfast. As I stood up I noticed my dick was really sore. I pulled my underwear forward from my body and looked down at it. My dick was beat red and pulsing. I started to walk and noticed my ass was even sorer. It’s like something was stuck up there and it hurt. What the hell?

It took me longer than usual but I get ready and dressed and walked out in to the hallway to make my way downstairs. That’s when I bumped into my sister. “Hey, what’s wrong with you?” she asked as we both continued walking together. “You look like you in some sort of pain”. “I must have slept wrong somehow” I replied. “Yeah, it looks like someone butt fucked you the way you are walking” she teased”. She didn’t know the half of it.

We made it to the kitchen and I slowly sat down. My butt was definitely sore. “You seem so tired this morning” mom quipped. “Maybe its all that studying” she said with a smartass laugh. “I made some sausage, do you want one?” she asked as she put the largest one on my plate. I just starred at it and that even made my but hurt more. I pushed my plate away as I was not hungry anymore. “It’s a really good sausage and you haven’t had one in a long time. Just thought you needed a change” she said as she continued on chatting about something else. I gathered my things and quickly made my way out the door.