Just Friends

I have known Phil most of my life, we went through school together, was always around each others house's. He was a little taller than me, slightly bigger build. Phil was blonde and i would have to say he was handsome.

Phil fancied my sister, Sally, was always going on about her and made any excuse to chat to her. She was 18 months younger than me and had just left school. I have to say that Sally was attractive, blue eyed and blonde. She always dressed nice, i could see why she was popular.

So i had the house to myself for the weekend and Phil decided that he would stay over. We got some drinks and snacks in, rented some videos ready for Friday night. Phil arrived about 6ish and we got started on the drinks. We were sitting in the living room, drinking and chatting, and Phil decided he needed the bathroom.

After about 10 minutes i started to wonder where Phil had gone. I went upstairs and saw Phil in my sister's room. He was holding a pair of Sally's knickers and going through her underwear draw. I shouted at him but he just smiled at me, i had to pull him out of Sally's room as he protested.

Finally back in the living room, i start to tell Phil that he is out of order and how much trouble he could get me into, he just laughs and acts like nothing has happened. We sit in silence for a while, drinking and watching television. Phil again starts to talk about Sally, he tells me that he thinks im lucky as i get to see her all the time. I tease him by saying that i get to see her in her underwear or wearing very little. Phil sits up, asking me to describe what I've seen.

I indulge him and tell him a few stories about seeing Sally in her knickers and bra, going into detail. Phil hangs on every word, wanting more and more details, i know that he is aroused and i keep talking. After a while, and a few more drinks, Phil looks at me and asks if i have ever been tempted to try Sally's clothes on. I pause a second and then stutter as i tell him that i haven't. Phil quickly sits up, calling me a liar. I continue saying no and telling him to shut up but Phil continues to probe.

Eventually i tell him that i had thought about it, but Phil keeps pushing, sensing that there is more to the story. I could feel my cheeks blushing as he kept on at me, then i blurted out a yes. A few seconds of silence followed before Phil shouted out that he knew i was lying. I ask him to not go on, but even i knew that that would be impossible.

Phil starts asking questions about what things i had tried on, i stand up and start to pace backwards and forwards, asking him to shut up. Phil tells me that it's okay, that he would not say anything to anyone. He tells me to calm down and that he doesn't think badly of me. I sit down again, embarrassed and nervous, i start to explain that i had been dressing up in Sally's and my mother's clothes for a long time. I tell him that i couldn't help myself and dress up when ever i can.

Phil gives me a drink and tells me to relax. I sit there, not quite sure what to do next. Phil says nothing for a long time, then asks me again what i wear and why. Slowly i start to tell him about wearing tights and knickers, mainly for pleasure, that i love the feel of the underwear. As we talk i start to open up, and i go into more detail, explaining about dressing up in dresses and high heels, even telling Phil about wearing makeup. Phil asks more and more questions, even asking if i was interested in guy's, i shake my head, explaining that i was definitely interested in girls, that i dress up just for pleasure.

After a while Phil looks at me and asks if i would dress up in my sister's clothes and show him. I tell him no, shaking my head, explaining that i have only dressed up when im alone. Phil asks again and again, saying that we are friends, that it would be a bit of fun, that no one else would know. Eventually i give in, i tell him that i will put on some of my sister's clothes but not makeup. Phil agrees, asking me to put on a dress and high heels.

As i enter Sally's bedroom i start to shake a little, i can't believe that i had agreed to dress up in my sister's clothes, let alone agreeing to show Phil. I took a deep breath and opened Sally's underwear drawer, a smile spreading across my face as i run my fingers over the pretty female garments.

I pick out a pair of dark tan tights, always loved wearing tights. Next i chose a pair of pink knickers with a lace front, i also picked out a black bra, id worn it before and loved how tight it felt. Sally had lots of dresses to choose from and i knew the one i wanted. It was a short sleeved navy dress, velvety and soft, high neckline and stopped just below my knees. The shoes were an easy choice, 3 inch heel, black and shiny.

I took the clothes to my room and laid them out on the bed, excitement building up inside me as i stared at the feminine garments. I suddenly became aware of what i had agreed to do, but couldn't stop myself. I stripped quickly, gathering the tights and slipping them over my foot. I held my breath as i slowly pulled them up my leg, then slipping them over my other foot and pulling them up over my waist. I took a minute or so to calm myself, then pulled on the knickers. The pink lace front looked so sexy and feminine.

I then put on the bra, always loved wearing a bra, it felt tight but comfortable. I slipped on the dress, almost gasping with pleasure, it hugged my body and felt so soft. I tugged it down, just covering my knees, enjoying the feeling of the dress against the tights. I slipped on the high heels and went to my sister's room to see how i looked. I felt wonderful, my stomach turning excitedly as i stared at myself.

I finally walked downstairs, stopping at the living room door. I tell Phil to close his eyes and that he is not to look until i tell him to, i tell him that he is not to tell another sole about this. Phil tells me to stop talking and just show him what i was wearing. I take a deep breath and walk into the room, standing just in front of Phil. I tell him to open his eyes.

Phil sits there, looking me up and down, mouth open and saying nothing. I ask him what he is thinking and he just shakes his head and smiles. Finally he tells me that the clothes look good on me, i say thank you to him, my body trembling. I ask if he has seen enough and tell him that i should go and change. Phil tells me to sit down and chat for a while, asking me to stay dressed the way i am.

After a nervous few minutes i decided to sit on the sofa with Phil. I sat on the edge, legs together, tugging the dress over my knees. I can feel myself shaking as i look at Phil. He tells me again that i look good, telling me that my legs look amazing in the tights. I say thank you to him, then i ask if he is ok, asking what he really thinks. Phil leans forward, he looks me in the face and says that he is perfectly fine with me being dressed as a girl, telling me to relax.

After a while, and lots of questions, i start to feel at ease. Phil asks me if i would walk around the room, saying that he would like to see the clothes properly. I do as he asks, walking from side to side then around the living room. He tells me that i have great legs and the heels make my bum wiggle nicely. His comments make me smile and i start to enjoy the fact that i am dressed up as a girl and showing myself to someone.

Phil asks me to sit down next to him, patting the sofa close to him. I do as he asks, sitting very close to Phil, my stomach turning as my heart beats faster. Im nervous, staring at the floor, hands fidgeting on my lap, then Phil asks if he could touch my legs. I nod, not looking up, Phil puts his hand on my knee. I take a deep breath, electricity shooting through my body, Phil slowly starts to stroke my tights.

I'd never experienced anyone seeing me dressed as a girl, let alone touching me. The feeling of his hand on my leg was incredible, so thrilling. We were both silent as Phil stroked all the way down to my ankle then back to my knee. I don't make any protest as his hand slips just under my dress, touching my inner thigh. Phil stops and asks me to stand up in front of him. Without thought, i do as he asks, standing right in front of him. My whole body starts shaking, nervousness turning to excitement.

Phil is quiet as he looks me up and down, talking to me quietly, telling me again and again that i looked good. He asks me to turn round, i do as he asks, knowing that he was getting aroused but unable to stop myself. Phil touches my back, feeling the soft fabric of the dress. I feel his other hand touch my leg, touching my tights, fingers slipping under the hem of the dress. I'm told to bend forward a little, my whole body tingling, i put my hands on my knees. Phil pushes my dress up and exposes my knickers, i offer little resistance. Phil starts to stroke my thighs, making his way to my underwear. As he touches my cheeks, i pull away and tell him to stop.

I tug my dress back over my knickers, telling Phil that it was wrong. He just shakes his head and frowns. I tell Phil that i need to go and get changed, that i don't feel comfortable. He stands up, stopping me from leaving. As Phil grips my arms he tells me that everything is ok, that we have done nothing wrong. I start to say something and he steps closer to me, gripping my hands in

his. Our eyes meet and Phil smiles, he quietly speaks, repeating that everything was ok. As we look at each other, Phil slowly guides my hand to his crotch. He is fully hard and i pull my hand away. I start to protest but Phil shushes me, again guiding my hand back to his cock.

I don't know what came over me but i didn't pull away this time. I just looked Phil in the face, then started to rub his manhood through his jeans. We stayed like that for a few minutes, the occasional gasp leaving Phil's mouth. I say that we should stop, but i carry on stroking. Phil ignores me, putting an arm around my back, his hand slowly working it's way down to my backside. I push myself away, protesting, saying, again, that it was wrong. As i try to walk away Phil blocks my way, telling me to calm down, saying that it's just the two of us. He gets me to sit down on the sofa, he sits down close to me and starts to reassure me that it's okay again. Part of me knew that i should go and get changed, but i didn't.

Phil leaned in closer to me, talking in almost a whisper. Somehow my leg ended up on his lap, his hand on my leg. He slowly stroked my tights, the feeling was incredible and i didn't try and move. The sensations shooting through my body were incredible and i didn't want them to stop. Phil's hands slowly worked their way up my leg, finding my knickers. I was now very aroused and Phil found this out, his fingers stroking the lacey front, stretched by my very hard cock. I gasped and grabbed his hand, telling him to stop. He knew that i didn't mean it though, he knew that i was very aroused. He tells me to stand in front of him, and i do, then he asks me to kneel down and again i do as he says.

Phil stands up, nothing is said as he undone his trousers. He quickly pushes them down along with his underwear, his big cock standing erect inches from my face. I stare at his erection for a few seconds, then without any thought, i take him in my hand. His warm hard cock throbbing as i slip my fingers around his shaft. I hear Phil take a deep breath, but i don't look up at him. I instinctively start to stroke Phil's erection, not thinking, almost hypnotised, a powerful wanting taking me over. His cock is about 7 inches long and quite thick with a large helmet. Lost in the moment, i move my head to his throbbing manhood, softly kissing Phil's shaft.

Phil let's out little gasps and groans as i kiss his length, my tongue licking him, making it's way to his helmet. Lust fills my body, im almost not in control of myself as i work my way to Phil's shiny helmet. I lick the tip, Phil oozes and throbs. My lips envelope his helmet and i gently suck, using my tongue to tease as i swirl it around his manhood. Before long i find myself taking more and more of Phil's rock hard cock in my mouth. He groans with pleasure as i start to bob my head, making myself gag from time to time as i try to take as much of him as i can. I don't stop, wanting to make Phil shoot his load, i know that i want to make him cum.

It's not long before Phil tenses, almost on tip toe and holding my head, he cries out. I pull my head back, his cock throbbing as he ejaculates, shooting his thick creamy load over my face. He covers my eyes and shoots cum over my mouth. I continue to rub him until he can't take it anymore. Phil collapses into the sofa as im left kneeling down covered in Phil's warm cum. I wipe the cum from my eyes and look at Phil, a huge smile on his face. He is breathing heavily and repeating the word 'wow' over and over. I don't know what made me do it, but i started to lick Phil's cum off of my fingers.

After a few minutes i get up and tell Phil that im going to wash my face, he begs me not to get changed. I wash myself, looking in the mirror, i can't resist a smile. I decide to stay dressed in Sally's clothes, then go back to the living room and sit down next to Phil. There was silence for a while, a kind of uneasiness in the air. Phil asks if im ok and i say yes, he goes on to say that he enjoyed me giving him a blow job. I don't know what to say back, but i wanted to smile, getting aroused at the thought that i had just made another guy cum. My bulge is obvious against the tight dress, i cross my legs trying to hide it but Phil had noticed.

Phil tells me that he isn't going to do the same thing for me, that he doesn't want to stroke me either. Before i can protest, he tells me that he would like to see my hard cock bulging inside my tights. Instantly my stomach turns, and excitement fills my body. As i sit there i pull my dress up, exposing my sister's pink knickers and tan tights. My hard cock tightly restrained, desperate to be released. I smile as i watch Phil staring at my knickers, i run my fingers up and down my length, making myself throb.

After a few seconds i slip my thumbs inside the lace trim on the top of the knickers, then push them down. I push the knickers down, almost to my knees, my erection clear to see through the tan tights. Almost in a whisper i ask Phil if he wants to watch me cum. He doesn't look up, staring hard at my cock, he just nods. I push my hand inside my tights and grip my cock, knowing that im being watched, and slowly stroke myself. I get more aroused and open my legs, stretching my sister's knickers with my knees. I whisper to Phil to stroke my tights, and he slides his hand up and down my legs and over my inner thighs. The feeling of being touched sends shockwaves through my body and i masturbate faster and faster. I don't last long and quickly pull my throbbing cock out of the tights just in time, spurting threads of warm cum onto my stomach. I cum hard and gasp loudly with each throb.

A minute or so passes and i look over at Phil, he is smiling as he says that he enjoyed watching me cum. I tell him that i hadn't cum as strong as that before. He hands me a towel and i clean myself up, trying hard not to get anything on my sister's dress. I pull up the knickers and sort out the dress, sitting down again i pick up my drink. I ask Phil if he wants me to go and change, he tells me that he doesn't want me to. We sit in silence for a while as we watch the television, then i ask if we should talk about what just happened.

Phil is reluctant at first but i tell him that i didn't want what happened to get in the way of our friendship and he starts to talk. I'm surprised when he says that he liked seeing me dressed as a girl, going on to say that he really enjoyed me giving him a blow job. I listen to him as he says that he would love to see me in makeup and how he would love me to give him another blow job.

Phil stops talking, then apologises. I put my drink down and turn to face him, looking him in the eye. I smile and tell him that he doesn't need to apologise, that i too, really enjoyed what just happened. I pause for a second or two, then i tell Phil that i would love to wear makeup for him, reminding him that we have the whole weekend in front of us.

To be continued......