Throughout the school day my mind couldn’t escape the thoughts of last night with mom and sometimes I would catch myself miles away just thinking about it in disgust. It was hard to concentrate on what was going on around me and was glad when the last bell rang to end the day. I was walking home along my usual route in a stupor when our neighbor up the street, Mrs. Richardson, yelled out, “Hello Austin!”. I was abruptly snapped back to reality. I didn’t realized how far I had already walked. I stopped, turned and politely returned the gesture, “Hello Mrs. Richardson”. I could only guess that she was out front doing some gardening as I looked around her yard. 

We chatted a bit and she went on to ask how my family was doing - nothing more than the usual small talk. That’s when my eyes quickly focused on her ample breasts and deep cleavage right in front of me. In that instance, I forgot all about mom. She said she had to get back and finish her work as she headed towards her house. It was always nice to see Mrs. Richardson and her twins as I smiled and headed home.

As evening came, I needed to get back to my studies. The test was still days away but I had much more to review. As the night wore on it got very late and my mind started to drift - again. I put my head down on my arms and unwillingly shut my eyes. I couldn’t help myself thinking about Mrs. Richardson and the way she looked today. Stephanie was her name as mom and dad called her. I started to visualize her breasts in my mind. Although she had a slightly smaller chest then my mom, she didn’t mind showing it off to everyone. Somehow they always seemed to be bulging out above her low cut blouses. I certainly had no problem looking at her boobs dangle in her bra cups when she bent over in loose fitting tops. Sometimes you could even glance a nipple above the bra line if she wasn’t positioned properly.

Stephanie always dressed to the hilt when I saw her at neighborhood functions. The dresses she wore were sexy and showed a lot of skin. Her high heels only accentuated her long legs. She was a dirty blonde with straight hair that curled inward at the ends around the middle of her neck. She always exhibited a nice tan and a closer look would reveal she was starting to have some skin damage just below her front neck line and around her arms. I am guessing she is probably around 5’8 and in her mid-fifties due to the slight stretch marks to the side and above her boobs – if you really looked as I often did. If she was older than that, she pulls it off rather nicely. She also had a nice round firm butt to boot as she knew how to shift it from side to side as she walked.

I half-awoke and noticed I must have moved to my bed during the night to sleep. I stretched and let out a big yawn, rolled over and tried to fall back a sleep. Then something in my bewildered mind told me something wasn’t right. I sat up and was in a daze just like the night before. It felt the same all over again. I shouted under my breath, Crap! This can’t be happening again! The lights were off in the room and it was dark outside. I squinted to see around the room to make out where I was. I noticed the bed I was in was quite a bit larger and I could make out a dresser to one side. There was what looked like a sitting chair with clothes thrown all over it in one corner and a makeup table in the other corner. As I tried to take all this in, I noticed something was not right about me. I felt a bit awkward there sitting as I felt the need to lean forward. I also noticed my breathing was being restricted. That’s when I looked down on myself and noticed the large mounds across my chest beneath a tight bra. I really freaked and panicked this time. As I began to touch myself in disbelief, I could feel how soft my skin was. My hair was longer and thicker. My lips were fuller. My eyes more puffy. And my hands had long painted nails on them. Then it hit me that I was a woman. I was afraid to check but I put my hands down my lace panties and noticed my dick was gone - I had a feeling of incompleteness. Yep, I was a woman. But what woman? I knew I wasn’t my mom as that was the first thought to pop in my mind. I really couldn’t comprehend this and began to lose it. I was becoming light headed and breathing irregularly to the point of passing out.

Then I heard a voice from inside the bathroom ask in eagerness, “Stephanie, are you ready?” Another wave of fright came pouring over me as I was now shivering uncontrollably. I was Stephanie. How the hell can that be? How can this happen - it’s impossible! Why me? I couldn’t think or move. I didn’t know what was going to happen but sitting on the bed in a decked-out bra and panties in a dimly lit room only meant one thing and I was definitely not ready for any of this. I couldn’t fathom being a woman and I just had my first sex the night before with mom. Could this get any worse? What the hell is wrong with me? I didn’t want this and I positively didn’t want to be here! I was scared out of my wits.

I had no time to escape my predicament as the door burst opened. I looked in horror and quickly noticed it wasn’t Mr. Richardson. There was a strapping naked lad probably in his late twenties just standing in the bathroom doorway staring right at me. I had no idea who he was. Besides being petrified, I was completely confused. Yep I thought, this certainly can get worse. As my eyes shifted to his mammoth penis just hanging there low, I tried to understand the situation. Was Stephanie cheating on her husband? It certainly looked that way. Whoever he was, he was fairly good looking for a guy from what I could see. He had dark cropped hair with a bit of scruff on his face and was well built. He must regularly work out at some gym. My eyes were still staring at his cock. From my vantage point I could tell exactly what was to happen this night as his dick slowly elevated upwards.

I couldn’t get any words out. I just sat there in disbelief, my eyes wide open and shaking my head no. I knew I was not gay in any sense of the word. I had no feelings for any boys and never ever fantasized about that. I also didn’t have feelings for mom that way and look how that ended up as I thought to myself. For some odd reason I knew I wasn’t going to be able to resist him just like I couldn’t resist my mom. That feeling was once again nudging me deep inside. It had to be Stephanie’s urges.

He quickly approached the bed and started to crawl up to me. He told my how lovely I looked and then planted a big wet kiss on my lips. As he started to chew my mouth, my eyes opened wide. Just like my mom, he started to push his tongue in between my lips. I tried to clamp down but it didn’t work as he broke right in. Once again I was in disgust, especially swapping all that saliva with a man. And once again I couldn’t seem to resist. I felt Stephanie’s yearnings and they were just to great to overcome. Before I knew it, I was kissing him with pleasure. I even put my hand behind his head and pulled him tight to me for some reason. This has got to stop! I don’t want to be having sex with a man! This was all so sickening, nauseating, repulsing as my mind again struggled with my inner feelings. Again, Stephanie was winning out.

He leaned into me while kissing and pushed me on my back. As he pulled himself up my body to my face, he planted his dick solidly on my crotch. He rolled to his side taking me with him as we continued with our mouth frenzy. Both his arms were now around me and hugging me firmly, rubbing my back and clutching my ass. I could still feel his cock throbbing against my crotch as he pulled me in closer. His arm above me moved and came right to my boob. He started to squeeze and mush it. I could feel my nipples becoming very erect and very hard – and very sensitive. He pulled my bra cup down below my tit and started groping my nipple. I gasped in terror as he bent his head inwards to give it a quick lick.

Before I knew it, he rolled over on to his back again taking me with him. He immediately pulled the other bra cup down. Both my tits were now sagging over my bra. He grabbed both and started pushing them together. He then reached behind me and unclasped my bra as it fell slightly down my shoulders around my arms. What great relief I felt as my breasts were freed from that overly restrictive contraption. I slid the bra off and tossed it aside. I didn’t comprehend how big they were until that moment when they dangled down above him. I shook them a bit from side to side to break that last sensation of that tight fitting bra. I was now getting really horny as last night. Was I actually going to do this with him? Stephanie’s urges were powerful indeed. I could only imagine that she wanted him to do whatever with her as her feelings for him increased immensely. It felt like she hadn’t had sex in quite some time and she was boiling over. She wanted him bad and I was about to let it all that play out.

As he played with my tits, I noticed that I was wetting my panties. This was a fascinating feeling for sure. I started to rub my pussy against his crotch very slowly, very sensually. I leaned forward and he placed his mouth on my right nipple and started to suck, I was in sheer ecstasy. My head went back and I let out moans of pure enjoyment. I didn’t want him to stop. I shifted a bit to entice him with my other tit and he had no problems taking the bait. He sucked and squeezed and I enjoyed every moment of it. I looked down at him and could see he wanted as much as I could give him. Now I understood why mom enjoyed this – it was very stimulating!

As he continued, I didn’t notice that my right hand slid down his body towards his manhood. I wanted to touch it. I needed to touch it. I slid off him to his left side as my hand reached his slimy wet cock. I had no problems grabbing it firmly and giving it a quick tug. Touching his dick was incredible. It sent shivers right down my spine. I couldn’t believe how big and thick it was. It definitely was bigger than mine I thought – even thicker. I didn’t notice the lipstick I had on until I licked my lips to moisten them for another kiss. And with the strong smell of perfume on me, I really felt womanly all over.

I parted from his mouth and laid my head on his chest to view his cock head. I wanted to know everything about it. I moved it all around with my hand, examining every inch in wonder. I pulled on it softly and squeezed and saw his precum ooze out. I wanted to quickly move in and taste but I held back and played. My hand slid down along his shaft until it made its way to his balls. That was the next thing I wanted to know everything about.

I cupped his balls in my hand and he let out a sigh of approval. I knew how that felt. His balls were tucked tightly up under his solid dick and made it hard to distinguish left from right sometimes. I knew mine behaved the same way when my dick got hard – they almost seemed to disappear. I assumed that’s the way they are when you’re young as opposed to seeing saggy balls on an older guy.

I found it very pleasant to get him to moan and sigh and made it my goal to do so. I squeeze and mushed his balls up into his cock. I wanted to play with them over and over and I could see he didn’t have a problem with that. He was leaking pretty good and I brought my hand up back onto his rod. I started to bob my hand up and down – pulling and tugging. He just kept moaning in satisfaction. I could tell what he wanted next.

That’s when I completely stopped what I was doing. It’s as if I was snapped back to my real self – a sudden wave of reality had hit me. I had let things get way out of hand and things became way too real too fast. I realized that I had no interest in sticking that thing in my mouth. My mind started racing with different thoughts and that feeling of disgust came back over me. I felt dirty again and in the moment I just wanted all this to end. I started to pull away from him but he had already had his hand on the back of my head. He pushed my head back to his chest and started pushing me down to his cock. He was very forceful. I knew what he wanted and he wanted it now. I struggled somewhat against the direction he wanted me to go as I felt myself begin to lose all control again. I once again became mesmerized, staring at his cock and eyeing his slit. Stephanie’s wants were coming back with vengeance!

My lips smashed into the tip of his dick. Without thinking, I licked my lips and tasted his precum. The mixture of his precum and my lipstick was a lot more pleasant than I thought – very intoxicating. Maybe it was the woman in me (or me in the woman). I stuck my tongue out to lap up some more and realized that I wanted all he had. I slurped every bit up and unknowingly stuck my tongue down his slit. He let out a faint wail of delight as his hand was still firmly planted on my head. I so much wanted to see how big his slit was and proceeded to shove my tongue in as far as I could. He twitched a bit and then relaxed while I enjoyed my adventure. It was incredible. Stephanie sure was a slut.

He grew impatient and pushed on my head again. He wanted his cock in my mouth. I closed my eyes and held my nose and dove right in – as the expression goes. I put the head of his dick in my mouth and started lightly sucking. Again, the feeling and taste was spectacular. His sweat and precum were pure satisfaction as my libido kicked into overdrive. I grabbed his dick confidently with my hand and shoved it all in – all that would go in.

I was surprised at the length of his dick. I had a hard time getting half of it down my mouth and I wanted it all. I’ve watched some porn that involved deep throating and thought I’d give it a try. I bent my head slightly, stuck my tongue out as far as I could and went down on it again, letting his cock slide down the back of my throat. I reached his balls with my lips and paused there for a moment before pulling it out. I was amazed that I didn’t choke or gag on that thing. Now that’s how to suck cock I thought! He moaned, “Stephanie, how did you learn to take my whole cock in your mouth! You never did that before. Boy did that feel great! Do it again!” At his request I did it again. I enjoyed the hell out of that experience but it was time to get a move on.

I started bobbing up and down, pulling and tugging. I was on a mission to get him almost there. I remembered how mom would know when to ease off but wasn’t sure I would know. After a bit of hard sucking I could feel him tense – you could just tell he was about to explode. I couldn’t believe it was that easy to tell. I eased off and I could tell he was disappointed.

I told him, “Don’t worry, we have all night and I want all of that cock in me before you become useless!” Did I just repeat what my mom said last night? It’s funny that I know exactly how he feels. This experience again feels so voyeuristic with him not knowing who I really was. I felt so deviant.

I quickly ripped off my panties, turned my body around, and got on top of him and smushed my pussy in his face. He was elated at the gesture and began his duty to me. Wow! I thought having my nipples sucked was pure heaven but this doesn’t compare at all. I lifted my head and bent it back and I let out a wail almost exactly as my mom did. I exploded with utter tingling over my entire body. I thought having my dick sucked was great but getting my pussy licked and sucked didn’t even come close. I felt him shove his tongue up my cave as far as it would go and lick every bit of me. I shoved my cunt on him harder, cutting off his air. I wanted every bit of this experience. Now I know how mom felt as my juices flowed, sliming his face. But I knew the best part was yet to come.

Just as I did with mom, his tongue guided him to my clit and quickly engulfed it. I let out another wail of approval. Did woman enjoy the pleasures of sex more than men? In my very brief experience I would have to say yes. The feeling was overwhelming. I knew I had to have his cock in me soon. He nudged me to get back to sucking him again. As my head went down on him, I grabbed his balls and pulled them up so that I could shove what I could get to in my mouth. Again, I don’t think Stephanie did this as he was very grateful for the pleasure. If I got back to me again, Stephanie is going to have a lot on her plate the next time she had sex with this guy.

His hairy balls tasted great in my mouth as I savored his sweat. I could feel each ball under his tough wrinkled skin as I reached, licked and sucked. I opened my mouth wide to get as much of him in me as I could. I probably left a good lipstick mark down there – as if I were marking my territory. I slid my tongue up his shaft and plunged my mouth back down on it. As he tugged and pulled on my clit I was building up to something, although not really sure what that something really was. I could feel myself getting hotter and wetter. I didn’t know what an orgasm felt like for a woman but I was about to have one first hand. He kept going at me harder. I could feel the anticipation building and I knew this was going to be great. Then it hit me, I started to climax. “Oh, God! Oh Yes! Oh God!” I yelled. I felt the flood gates open and rush out. I let out a really loud whine, “Yes! Yes! Yes!” I didn’t want the feeling to subside as I kept mushing my clit into his mouth. I slowly backed off and fell to his side as I saw how wet his face was. Both of us were breathing heavily. “Now that was great!” I exclaimed. Not that I want to be a woman for the rest of my life, but I don’t know how anything could compare to that sensation. That experience really blew my mind and I wanted more.

He quickly jumped on top of me and thrust his cock deep inside me. I let out a scream this time and clenched my arms tightly around him. I didn’t expect that sense of completeness at all as that enormous long thick dick took up every space available in my cunt. We were now joined. His dick started to rub my inner pussy walls as I started to get worked up again. I knew he wanted to burst inside me and I was going to let him. He was pounding me hard and picking up speed. With each thrust, I wanted him in as deep as he could go. I definitely could feel him reach and bump into my womanly wall. I wanted it harder and harder. I couldn’t believe the heat and sweat. It was intense. Then with one massive push, his body arched back and tensed up. He squirted out his seed inside me over and over with each successive push. At that same time I let out another loud moan and let loose once again. In that moment I closed my eyes in such absolute gratification.

He laid there on top of me for a bit with his cock still throbbing in me. As he pulled out of me, my juices, mixed with his cum, flowed out. There was quite a puddle on the sheets as I just laid there catching my breath. I grabbed his cock and squeezed the last goo out of him. I know that a dick needs to be cleansed. I never imagined that having sex as a woman could be more pleasurable than as a man. I don’t know if I would ever feel that way again and I just wanted to delight in the whole affair for a while.

Whoever this man was, I was glad to have had that experience with him. I’m not sure I will ever know his name or ever see him again. Stephanie clearly has a well-kept secret and maybe I can used that to my advantage sometime. He rolled over away from me and fell quickly a sleep. That’s odd I thought – he didn’t even say anything about what we just did together. Hmm, just like a man as I laughed to myself. Maybe he is just her boy toy and nothing more.

I slid out of the bed and made my way to the bathroom. I had juices and cum running all down my legs and I had to clean up. I walked into the bathroom and flicked on the lights. That’s when I saw myself in the mirror. I took a step back in awe and realized how pretty Stephanie’s body really was. I saw the makeup I had on – the lipstick, the eyeliner, the blush…all of it. I also saw the nice earrings dangling just under my gorgeous hair as I used my hands to fluff it up. She has great taste and she sure knows how to look good. Then my eyes drifted downward to my breasts. It was a remarkable site to behold. I touched my nipples softly as they again became hard and erect. I was astonished how long and sensitive they could get. Her areolas were not large but truly a source of bliss looking at them. I couldn’t overcome the urge to squeeze and smush my own tits. If a man had tits, they would surely play with them all the time. Then I looked down in the mirror at my womanhood. I had a small patch of hair neatly shaven just above my vagina. I didn’t have pussy folds like mom and my clit was sort of hidden inside. When I spread my pussy open, I could clearly see the clit and gave it a quick rub. I was getting turned on by Stephanie’s body.

I went over to the toilet bowl, lifted the lid and sat down. I started to caress my body all over. I stuck my index finger in to my mouth to moisten it and then ever so lightly touch my nipple. I started circling it with my long nail as it grew and stretched out as far as it could. I just couldn’t believe how sensitive it became. The feeling was just wild. I brought both my hands under my breasts and squeezed in enjoyment. My tits were large and the feeling of them just hanging off the front of me was truly sexy. I pulled my left tit up tight as I bent my head down to suck my own nipple. Fabulous I thought. I was really getting wet again.

I let me other hand fall down to my bush and started to rub and pull on my pubic hair. I just couldn’t get over how good I felt. As I let me hand fall further down to my pussy, I tingled all over. Just the thought of touching my cunt made me shiver. I started to rub my clit with my middle finger as more wetness came out of nowhere. I arched my head back as I started to rub faster, now using all my fingers on it. My other hand was squeezing my boob firmly. I would sometimes stretch my tit forward until my thumb and index finger made it to my nipple and pulled on it as if I were trying to get milk to squirt from it.

As I rubbed hard with the other hand, I would thrust my middle and index finger up my hole and let out such a wail. I would plunge in and out like a dick and then back to my clit. The feeling started to build up and take over my body. I wanted it again. I was sweating and beginning to breath heavy. I was moaning in rhythm with my rubbing. I felt it happening and I was getting extremely excited. There it was. I thrust my hips forward and jerked. This time I let out a violent squirt from my cunt as I kept rubbing. I just let it flow out all over the place. I wanted it to last forever but it was over quickly.

I sat there slouched on the bowl catching my breath. I closed my eyes to replay the experience in my mind. That feeling off emptiness and isolation crept back in and I was once again disgusted at what I had just did - with a man. I wanted so much to take a shower and wash myself clean of all this but I was exhausted. I thought I could just sit here a bit and recompose myself as I closed my eyes and drifted off.

I woke up in front of my computer again. I was extremely fatigued and sore. I felt a soreness down around my dick but it wasn’t my dick – it felt deeper. My nipples were also sore. I can’t believe this happened again. This clearly can’t be a coincidence especially now two nights in a row. There was something definitely wrong with me but how could I talk about it and who would believe me. I looked up at my clock and saw that it was late and I didn’t have too much time to get ready and get to school. I would think about all this at a later time. I quickly washed up, got dressed and hurried to the kitchen for a quick bite-to-go.

In the kitchen was my mom serving the last of breakfast to dad and sis. “My you look exhausted”, she said looking at me with suspicion, “What are you doing at night? I hope nothing inappropriate” If she only knew. I grabbed a piece of toast and darted out the door.