tagNovels and NovellasExchanging Flesh Ch. 01

Exchanging Flesh Ch. 01

byeric shawn listo©

"...she was a woman and was turned into a cold fish for she would not exchange flesh with one that loved her.'
        - Shakespeare, The Winter's Tale, Act IV-Scene IV


Ah, well, it was the seventies. In many ways a simpler time. My own simple life was just beginning. Away from my parents for the first time and wide eyed for the world. And the ladies.

I met Mae during my freshman year at college. At the freshman "mixer" actually. She was bright and serious. A cheerleader type with a great body and small round breasts. We got along famously and were immediately inseparable.

Mae and I dated for a very short time before we became engaged. And we became engaged before we had sex. Oh, we had the usual dry humps, fully clothed groping madly at each other, but Mae refused to go any further. A good Catholic girl, she felt intercourse was for having children. Eventually, I changed her mind in this regard but I never did get in her pants that first year of school.

I did, however, convince her to let me play with those little breasts and after great persuasion I got my tongue on her pussy. She was scared to death and shaking as I licked and sucked at her sweetly fragrant virgin box. But she gave a little whimper as she came on my tongue.

From my point of view, I considered turn about to be fair play and asked her to return the favor. She refused heartily, but did deign to touch my member when I undid my pants to relieve the pressure. She caressed the knob with her hand, exclaiming, "Oh my, it's so big."

"It's so big because your so beautiful," I said. Trying a little sweet talk.

She looked at me like I was crazy but increased the tempo of her hand.

"Does it always quiver like this?"

"You're making it quiver, darling."

Mae stroked my cock and studied it in a way that I hoped was adoringly.

"Kiss the head, Mae."

"No way," she said. "And if you ask again, I'll stop doing this."

"Okay, okay," I said. "But use two hands."

She tentatively placed her other hand below the first one. Mae had very tiny hands and even though both were jerking my dick, you could still see three or four inches of the meat at all times. It made me feel my penis was even bigger than it was. She slowly drew both hands up and down my cock.

"Faster, Mae," I pleaded.

She quickened her pace. It wasn't what I wanted--I wanted her mouth on my cockhead--but it was pretty good and I was soon coming. When the white stuff started flowing, Mae dropped my dick and I had to replace her hands with one of my own to pump myself dry. I reached for one of her breasts, but she had already covered them up and was sitting there watching me.

"That's disgusting," she said. Even though she never removed her eyes from my leaking penis.

So, what would become a pattern started that night. Our sex would always end in my orgasm. When that occurred, Mae was done for the night. The rest of the semester, our lovemaking was confined to this type of goings on.

When I went home for Christmas break that year, I saw Vera, and her husband, Marty, who were very good friends of my parents. Vera was by far the most attractive of my parents friends. She was also the woman who had taken my virginity the previous summer and I longed for a repeat performance. I will tell that story, since it's a big part of who I am, but for now I need to confine myself to this connection with Mae as it had a profound influence on how I treated her.

It was at a holiday party at Vera's house when she finally contrived to get us alone together. She was merciless in her flirting, openly questioning me about Mae. She seemed to be titillated by the idea that I had a girlfriend. We were in a small bedroom away from the party, supposedly wrapping last minute gifts. Vera kissed my lips briefly then she knelt before me, unzipped my fly and pulled my cock through the hole and into her warm mouth. Vera sucked the big head and stroked my length.

Then she took her mouth off and said, "Looks like your little girl friend has a nice big dick to play with. I sure wish we had time to fuck." She licked my cockhead.

"Does your girlfriend do this?"

I shook my head. Vera always made me speechless.

She smiled and took all of my prick into her mouth, holding the head of my cock at the back of her throat. When she came off, she licked her lips and grinned. "Okay, Danny we can't fuck but here's what I want you to do, big boy. I want you to fuck my mouth. Fuck my mouth till you come and soak my tongue. I'm your little cock sucking slut."

She dropped her hands to her sides and opened her mouth, letting her tongue stretch out to cover her lower teeth. I put the head of my dick on her tongue then dug my fingers into her hair. I savored the moment of standing over her like slave and master. I began to move her head back and forth on my member slowly. Soon, Vera raised her hands and slapped my ass, screaming what could only have been, "Fuck me!" around the meat of my cock. She began to pull me into her mouth with her hands on my ass.

I pulled her head on and off my dick and she pumped at my ass as I pulled out of her. Before long, I was coming in her mouth and yelling her name in the air. I kept fucking her mouth as I did and some semen spilled on her red holiday dress. Finally she slowed my moves and took my cock in hand to lick and kiss and blow it clean.

Vera looked up at me with desire and lust in her eyes.

"Someday soon, I'm going to get this big dick in my cunt, again. You wait and see." She moved upward a little and I noticed that one of her hands was under her dress. She smiled at me as she brought herself off.

Later, back at the party, Vera made a big show of wiping a drop of "whipped cream" off her red dress. Only I knew what the drop of liquid was that she lifted from the fabric and sucked off her finger. She gazed at me as she did it.

Back at school I was more intent than ever to improve my sex life with Mae. If intercourse was out of the question then I at least had to get her to blow me like Vera. It was a long, hard battle but, just before we separated for the summer, I had success. Once, when she masturbated me, Mae brushed the head of my cock with her lovely lips so I knew she was curious. On our last night together, I got my roommate to leave so we could have some privacy. We had never been completely naked together and I thought that would be a good start in the direction that I wanted the evening to go.

Mae was her usual hesitant self at first.

"I've never seen your body, Mae," I said. "Let's give each other this gift before the summer."

We were going to see each other over the summer but, as our parents homes were several hours away from each other, not very often. She was nervous about spending so much time apart and I pushed this.

"I just want to have a complete picture of you when I think of you this summer."

"While you masturbate, you mean," she retorted.

While I figured that was true, I protested. "Mae, I just want to be with you naked. Is that so odd for two people who are engaged?"

She looked at me, dubiously.

"No intercourse. You won't try anything?"

"Absolutely not. I've told you how much I respect your decision," I replied. I, of course, didn't agree with her but was heartened by the fact she hadn't ruled out oral gratification.

We undressed together. I would have preferred that I undress her and she return the favor but she would have none of it.

Mae let her skirt fall to the floor as I took off my shirt. I still couldn't see anything because her blouse hung below her groin but her sexy, cheerleader strong legs were glorious to behold. I gave a little whistle and she sneered at me. I got the idea that I had better take this seriously or it wouldn't continue.

I took down my pants and kicked them away. I stood there in socks and briefs--which were starting to fill up with cock meat.

Mae pulled her blouse over her head and folded it neatly before setting it on a chair. Then we stood before each other in our underwear. I could see her dark nipples through the fabric of her bra. They were hardened into little buds.

"Are you going to take off your socks?" she said.

"Are you going to take off your bra?" I said.

"You first."

Naturally, I quickly stripped my socks off my feet. Mae sighed resignedly and said, "Undo the back of my bra."

I moved to her as she turned to offer her back. I undid the clasp and stripped the bra straps down over her shoulders. Then, I pressed into her back, my fabric encased penis rubbing against the small of her back. Mae was small, about five-two, and I bent to kiss the top of her head. She pressed back into me slightly.

"Oh, what the hell," she said as she threw her bra onto the same chair that held her blouse.

I drew my hands around her and gently touched her small oval shaped breasts. Her nipples were hard under my palms. She put her hands on mine and held them there. Then I turned her into me and pressed the pointed things into my chest. My hard cock bumped against her belly. I kissed her mouth and dipped my tongue between her teeth. She played back a little with her own tongue.

As we kissed, I ran my hands down her slight back until I found the top of her panties. I slid my fingers underneath the fabric and she pulled back. Not completely, just enough to say, "I'm not taking my underwear off, Danny."

"Mae, how can I put my mouth down there? Don't you want to orgasm?" I asked.

She thought about it for a moment.

"I'm just not sure that I can trust you not to try to go further."

I squeezed her firm, round ass cheeks.

"Mae, I already promised. C'mon, I just want to see my beautiful baby in all her glory."

She considered this. Finally, she said, "All right. But you try one thing and I'm out of here."

She stepped back and caught a glance at the growing bulge in my shorts. Her eyes lit up with something I hoped was passion.

I hooked my thumbs in the fabric of my underwear and said, "At the same time?"

Mae took a breath and nodded.

Then we each pulled down and took off our underwear. We stood facing each other, taking each other in. Mae's light brown snatch seemed to glow. She really was a lovely girl. Compact body, with it's two handfuls of breast and hard stomach. Slim hips flared out nicely at the ass then flowed in to form the strong legs. It was no wonder that I wanted things to work out with her. It would have made any man proud to have this girl on his arm.

I'm pretty sure all she noticed about me was my huge erection as it bobbed up and down from it's hairy perch. I stepped forward to her and told her she was beautiful. I kissed her lips and her neck, working my way down to one of her tits. I sucked at it softly and, as I did, I brought her hand to my hard cock.

She grasped the big thing and ran her fingers over the head. I sucked harder at her tit and with my hand I opened her legs to feel her wetness. She had never gotten wet before I touched her with my tongue and I took this as a good sign of her growing passion. To confirm this, she placed her other hand on my dick and pumped it up and down. It felt good and I knew I had to change tact.

I scooped her up into my arms and said, "Tonight we have a bed, darling Mae."

I laid her down on the narrow dorm cot and kissed her mouth softly. Then I nibbled my way down her tight body, spending much time nursing her brown nipples into hard buds, driving my tongue in her navel until I came to her clenched thighs smelling of her sex. I gently pried them open and they revealed her sweet muff, all golden haired and moist. I flicked the clit with my finger, then with my tongue. Mae shifted as a jolt of pleasure passed through her body. I licked her cunt lips separately and together. Then I stuck a finger in to find her G-spot.

"Danny," she pulled back, slightly.

"Just my finger, Mae. Nothing else."

I gently probed with my finger as I licked and sucked her clit. Before long she was pushing her hips toward my mouth and breathing hard. I kept at it and she came with her little whimper.

I withdrew my finger from her vagina but kept licking her pussy all over. Mae pulled back on the bed. As always, she wanted no contact after the act.

"That was nice," she said, rather unconvincingly. "What about you?"

I moved next to her on the bed--I had been on the floor. "What about me?"

"Don't you want me to touch your...you?"


She reached for my penis.

"But Mae," I said, stopping her. "Let's do it like this."

I rolled on my back so my cock was sticking up in the air and had her straddle my legs. I was hoping she'd get the idea of what I wanted. She stroked me with her two tiny fists and gazed intently at the head of my cock. My erection was huge and it was as if it mesmerized her.

"Kiss it," I said.

She almost shook her head no. Then she leaned over and brushed her lips to my glans.

"Yes," I moaned.

She did it again. And again. Then she lightly licked it with her pink tongue. She brought the bit of pre-come she found there into her mouth. She licked the head again. Then gently licked the underside of my shaft. She swirled her tongue all over all the flesh that wasn't being held by her two hands.

"Mae, that feels good," I said.

She did it some more. And finally, I said, "Take the head in your mouth."

She drew her tongue off my dick and licked the saltiness on her lips. She looked at me. "Don't come in my mouth."

I said I wouldn't. Then she pulled the head of me into her mouth and held it there for a moment. I was already close to coming.

"Move your mouth up and down on it."

She began to go up and down on my cock with a sucking sound. Her mouth taking three or four inches in then bumping against her hands.

"Move your hands, too."

Mae held me with one hand at the base of my penis and started to move the other hand to meet her descending mouth as it engulfed the head. It was incredible.

I reached out to touch her head. "Mae, I'm coming!"

I hoped she would hold me in her mouth but she pulled back and watched as she jerked me off into the air. My come flew high and far as I came and a dollop landed on her lower lip. She didn't think I noticed as her tongue flickered out and tasted it.

Her hands were still on my member as I sat up and kissed her mouth. "See. That wasn't so bad, was it?"

She looked down and pulled at my penis some more before saying, "I guess we can add it to what we do."

Mae insisted that we put our underwear back on before we snuggled together to sleep that first night. In the middle of the night I woke find my hard cock head had slipped through my briefs and was poking at Mae's bikini clad ass. I started to kiss the back of her neck and shoulders and gently woke her up. She jerked away at the feel of my dick on her ass but I brought her hand to the head of it and she gently pulled at it while I kissed her mouth.

After a few minutes of play, I breathed in her ear, "Do it again."

"What?" she replied.

"Take it in your mouth."

Her hand involuntarily squeezed my dick and she sighed. But she leaned forward to get into position.

I said, "No, babe. Like this."

I got up off the bed and stood before her with my meat bouncing in the air. I had Mae sit on the edge of the bed, then I moved between her legs so that my penis was in line with her face. She had to tip her head up as I guided the tip toward her open mouth. It was great to see her upturned face, her light brown eyes, as her tongue touched the meat of my cockhead.

She held my rod with one hand and then took the hole head into her warm mouth and sucked on it sweetly. Her eyes looked at my face to gauge my reaction.

"Touch my testicles," I said.

She caressed my sack with her other hand. Lifting them and letting them drop. This was something she had developed during our masturbation play and it was nice.

I rocked back with my hips and pushed forward gently as her mouth moved on my cock. I wanted to get more into her mouth. She started to get tense.

"Just see how much you can take, Mae. It feels so good."

She brought her lips to the tip of me and then opened wide and moved forward to consume about half my prick. She held me like that for a few moments before releasing me and coming to rest with the head of my cock on her tongue.

She said, "I can't take anymore. It's too big."

I said, "That's all right. Just try again, Mae. It's fantastic."

I caressed her pretty face and moved my hands to the sides of her head as she took me into her mouth again. This time I held her on my prick and pumped in and out a couple times. When I released her, she choked a little bit.

I told her to get off the bed and onto her knees before me. I told her that her mouth would be higher. I didn't know if this would be true but I did know I wanted her kneeling before me, like Vera had over the holiday. She did as I asked and was soon devouring my cock again. She got her head into the action more and I felt powerful and potent as she serviced me.

My orgasm was growing rapidly and I placed my hand on top of her head as it bounced on my prick. This time I wasn't going to warn her before I came. I felt the head of my penis swell and, as my semen started to spurt, I held her head tighter.

Even so, she pulled her mouth of my cock. But to my delight, she held her mouth open before me and caught the first drops of my come on her tongue. The rest shot onto her breasts, coating the perky, now hard, nipples.

I took myself in hand and squeezed the remaining jism so it oozed to the tip of my glans. Then, as a test, I presented it to her mouth, the apex of my prick a scant inch from her lips. Mae looked up at me from her kneeling position, then in a quick flash, her tongue darted out and scooped up the last drop of my come.

Then to my great joy, she took the head of my cock in her mouth and gave it a final suck.

And then she scurried off the floor and back into bed. She turned her back to me when I joined her there and when I tried to touch her between her legs she didn't respond. I was puzzled. She seemed to want to try these acts, then pulled back immediately afterward.

"I will never enjoy that. I will only do it if you insist," she said to the wall.

I lay back and wondered what the hell I had gotten myself into with Mae. I was more in love with her all the time. But I doubted that I could be with someone for the long haul if the sex was bad, or worse, boring. My first experience with Vera had been so overwhelming that I knew sex was going to have to be a huge part of any relationship I had with a woman.

I looked at Mae lying beside me and then rolled into a spoon with her. I placed my hand on her hip and she softly covered my hand with her own.

I fell asleep confused and thinking of Vera, who had taken my virginity and who was the only other woman I'd been with. Also the woman who taught me what sex could be. Who had taught me the things I wanted to teach Mae.

I guess it's time to tell Vera's story.

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