Just Friends Ch. 02

As the evening continued, the thought of wearing makeup and showing Phil kept playing on my mind. I was still wearing my sister's clothes as i sat next to Phil on the sofa watching the film on the television, but i couldn't concentrate properly. Eventually i turned to him and asked if he wanted me to go and put on some makeup, i was almost breathless as the words left my mouth. Phil looked at me, a big smile crossed his face, he started nodding and said to me that he would love to see me wearing makeup.

I told Phil to get me another drink as i stood up, saying to him that i would be back in a few minutes, then headed upstairs. As i sat down at my mother's makeup table i began to tremble with excitement, and i had to take some deep breaths. I looked through my mother's makeup and picked out a blue eye shadow, black eye liner and mascara. I had worn makeup quite a few times, but never in front of anyone. I was quite confident at applying it as i put on makeup many times before. The eye liner made my eyes look bigger and the blue eye shadow looked lovely and went well with the dress i was wearing. The thick mascara felt amazing on my lashes, making me feel very feminine. I decided to do my hair in a kind of scruffy but sexy style then picked out a bright red lipstick. I smiled at the girl looking back at me, as i stared at the mirror, then i began wondering what Phil's reaction would be when he saw me, nervousness made my stomach turn.

Again i took a few deep breaths, then headed downstairs. Without pausing i walked straight into the living room and stood in front of Phil. I put a hand on my hip and asked him what he thought, my body shaking as i held my breath. The smile on Phil's face as he stared back at me silently told me that he liked what he saw. Phil sat forward and told me that i looked amazing, adding that he loved my hair and complimented me on my choice of makeup. Phil told me that i looked just like a girl, that i could pass as female, i felt myself blush as i thanked him.

I sat down on the sofa again, my heart was pounding as i picked up my drink. Phil stared at me, a huge smile still on his face, as he told me again how good i looked. Even though i had given Phil a blow job earlier, i felt nervous and my body trembled as i sat next to him. After a while i began to relax a little, i put my drink down and sat back, and crossed my legs. Phil watched me closely as i tugged my dress flat and ran my hand over my tights. He shook his head then turned to watch the television, a kind of awkward silence took over and nothing was said for a while. He then sat back, putting his arm on the top of the sofa behind my head.

As we watched the film, i deliberately sat forward to put my drink down on the coffee table, then moved a little closer to Phil as i sat back again. Phil's arm that was on the top of the sofa, was now almost on my shoulders, his fingers touched my hair every time they moved. We didn't look at each other and nothing was said, but i got the feeling that we were both sensing that something was going to happen. I took a deep breath and put my hand on Phil's leg, he tensed but didn't try to move. Moments later Phil slipped his hand off the back of the sofa and behind my head, until it was on my shoulder. I started to breath heavily then looked at Phil, he looked at me and immediately leant toward me and kissed my bright red lips.

Eagerly i responded, kissing him back as i wrapped my arm around his neck and shoulder. Our mouths interlocked and Phil's tongue met mine, new sensations flooded my brain which prevented me from resisting. He wasn't rough and didn't rush, i pulled him closer and the kissing intensified. Phil's hand started to stroke my tights, which sent further shockwaves through my body, my legs parted a little, inviting Phil to explore. After a while i found myself being pushed down, almost on my back, Phil slowly started to move me further up the sofa. Eventually i was laying on the sofa with Phil on top of me, my dress pushed up around my waist and my legs wide open.

The kissing continued, red lipstick smeared all over our lips as we cuddled, Phil moved his hips as if we were having sex. I wrapped my legs around his waist and Phil bit and kissed my neck, i ran my fingers through his hair, groaning with pleasure. Phil suddenly stopped and pulled away, he looked me in the eyes and told me how hard he was, i understood what he was trying to say and told him to let me get up. As he stood in front of me i unbuttoned his trousers and pulled them down along with his underwear, i didn't need persuading, i willingly gripped his very hard cock and started to lick his length, he groaned loudly, as pre cum oozed out of him. I was more confident this time as i took Phil's cock into my mouth, i sucked on his swollen helmet eagerly.

I told Phil to sit down then pulled his trousers completely off. Kneeling, i pushed his legs open and got between them, i looked up at him as i guided his helmet to my mouth, then closed my lips around his throbbing cock. Gasps of pleasure left his mouth as i teased and sucked, swirling my tongue over the tip before taking more and more of his rock hard manhood. Phil growled as he called me a good girl, hearing him call me a girl thrilled me, it made my stomach flip with excitement. I bobbed my head back and forth willingly, and soaked his cock with my warm wet mouth.

From the gasps and moans Phil made, i knew that i had to be sucking and stroking him right. After a few minutes i begged Phil not to cum yet, i wanted him aroused for a while and didnt want the excitement my body was feeling to end. It wasn't long before Phil growled at me to stop, telling me he was close to exploding, and i immediately pulled away. I smiled at him as i knelt between his legs, then told him to stay where he was as i got to my feet and left the room. I went to the bathroom and grabbed a towel then a little pot of cream, then went to the makeup table, taking the lipstick with me.

I returned to the living room, Phil was still naked from the waist down and stroking himself slowly as i walked up to the sofa. I put the towel and the cream on the coffee table then went to the mirror and reapplied the bright red lipstick, Phil watched me. He asked me what the cream was for, i just smiled and said nothing as i started to walk slowly past him. I turned my back to him and ran my hands over my backside, giving my hips a little wiggle as i did so. I looked over my shoulder and grabbed the bottom of my dress and slowly pulled it up, showing off my pink knickers.

Lost in the moment i started to walk as sexily as i could, my dress still pulled up. Phil was still stroking himself as i put on a little show for him. I bent over in front of him and ran my hands up and down my tights and knickers. I opened my legs wide and bent over putting my hands on the coffee table, i wiggled my backside and tried to tease Phil. I heard Phil shifting on the sofa until he was sat on the edge, i continued to sway my hips. I stiffened slightly as Phil touched my tights, gasping with delight as he slowly worked his way up to my knickers. The sensations that were shooting through my body felt incredible as Phil slid his fingers all over my backside, then he teased and flicked the elastic of my knickers.

Phil asked me to get on my hands and knees, i did it without protest. He then told me to walk around the room on my hands and knees and again i did as i was told. Slowly i started to crawl forward as Phil stood up and removed his shirt. I was called a good girl again and i smiled. Phil stood over me as i crawled, occasionally he stroked my knickers and touched me. I was made to crawl back to the sofa where he told me to stay on all fours. Phil got on his knees, he had obviously enjoyed watching me crawl around as his cock was rock hard again. He guided his manhood to my mouth and i happily began to suck him again.

Phil talked to me as i sucked his cock, he said to me that he knew that i liked sucking him, he encouraged me, which added to the excitement building up inside me. He stroked my knickers again and slid his hand inside them, gradually pushing them down. As he continued to stroke my tights, he told me that he knew why i had brought the towel and cream with me, i said nothing as i greedily sucked his swollen cock. Phil then pushed my knickers down to just below my cheeks, his hand then worked it's way inside my tights, his fingers found their way to my tight hole.

I paused from sucking Phil as i took a deep breath, the sensation of his finger touching my hole was incredible and almost made me quiver. Phil shushed me and called me a good girl, then gently pushed his cock back into my mouth. My body was tingling and my stomach was turning with excitement as Phil teased me and gradually forced my tights down. After a while i felt something cold and wet being smeared on my tightness and i flinched, Phil whispered to me that everything was okay as he asked me to relax.

Phil started to push against my hole, his finger probed and tried to enter me. Then he put a hand on my head and at the same time he slipped his finger inside me. I tried to raise my head but Phil stopped me from doing so, i shut my eyes, i could feel myself stretch as his finger penetrated me. I had Phil's cock in my mouth, i pulled back and was breathing heavily through my nose as he began to finger me. Phil gradually pushed deeper into my tight hole, then started slipping his finger in and out of me as i clenched my eyes shut.

I lifted my head, Phil's cock slipped out of my mouth and i panted and gasped, new sensations shot through my body. Phil encouraged me as he worked his way behind me, he was obviously enjoying himself. He talked to me in a hushed voice, called me a good girl over and over as he continued to work my hole. I let out a loud moan as Phil pushed a second finger into me. I instinctively rocked forward as my hole was stretched even more, but Phil kept his fingers inside me, he shushed me as i groaned, again Phil told me that everything was okay. As the pain subsided and i caught my breath, i asked Phil to continue.

Phil worked up a rhythm and i lowered my head to the carpet, i began groaning at the intense pleasure that shot over my body. Phil suddenly stopped and removed his fingers, i tried to catch my breath, my hole ached. Phil told me to stay still, i just groaned back at him, still on my knees and bent over with my face on the floor. I felt a hand grip my hip then felt something push against my hole, Phil called me a sexy girl and i smiled, then i felt my hole being stretched again.

It felt like Phil was pushing more than two fingers into me and i took a deep breath and shut my eyes. As i gasped at the pain, i could feel another hand grip my other hip, then i realised it wasn't his fingers entering me. I felt a pop as my tight hole finally allowed the tip of Phil's cock to penetrate me. I pushed myself up and started to protest, i gritted my teeth as i sucked in air. Phil kept calling me a good girl, then let out a loud moan as he pulled me back onto his manhood, at the same time he pushed himself deeper into my hole.

I dropped my head to the floor, again gasping for air, begging Phil to stay still. I wasn't sure how much time had passed but the pain was replaced with a strange, achey feeling, then Phil very slowly started to withdraw. I started biting my lip and shook my head as i clenched my eyes shut, then he began to push again, slowly and gently, Phil eased himself deep inside me. It wasn't long before i started to suck in air through my clenched teeth, i felt Phil as he started to work up a rhythm. I half heartedly protested, but put up little resistance as Phil continued to pump his cock into me, he quietly talked to me, letting me know how tight i felt.

I found myself totally lost in the moment, a willing participant in what was happening. Phil started to pump faster as i groaned, i was taking his full length with every thrust. The sound of his skin slapping against mine was intoxicating, the air being forced out of me in gasps. It wasn't long before Phil screamed at me that he was close to cumming and i growled at him to cum inside me. Phil tensed, gripped my hips, then exploded, shouting out and growling as he began to shoot load after load of thick cum inside me, giving several deep, hard thrusts before almost collapsing on top of me.

I felt my arms tremble and then almost give in, i slipped forward and lay on my stomach, panting, my makeup smeared and my pussy aching, Phil then laid on top of me, saying nothing for a few minutes, completely spent. I felt him twitch a few times inside me as he caught his breath, before he began to withdraw from me. Phil made his way to the sofa and sat down, still breathing heavily as he sat back. I laid still on my stomach for a while longer, trying to understand what had just happened, not sure what to do or say.

Eventually i pushed myself up, my hole still throbbing. As i got to my hands and knees i felt myself leak a little, a smile crossed my face as i realised it must be some of Phil's cum. Silently i got to my feet, then went to the bathroom to clean my self up. I then went and reapplied my makeup, an urge to stay as feminine as possible took over my body.

I returned to the living room, Phil was sitting on the sofa in his underwear and T-shirt, watching the television and having a drink. He didn't say anything as i sat down beside him. I picked up my drink, and sat in silence for a while. Some time had passed when i quietly asked Phil if he was okay. Phil continued to watch the television as he nodded. I sat forward and turned to face him and asked him to tell me what he was thinking. Phil looked at me and smiled, putting a hand on mine as he started to speak.

He asked me if it was wrong that he had enjoyed having sex with me, going on to say that he loved seeing me dressed as a girl. My stomach filled with butterflies as he said that, my whole body tingled with excitement. I told him that it wasn't wrong and that i too had enjoyed having sex with him. I told Phil that i had really enjoyed getting dressed as a woman for him. Phil said that seeing me in makeup was so incredible and that he got seriously turned on by it. The conversation continued and it was obvious to us both that we wanted to explore further. As we chatted it became clear that Phil was more interested in being the more dominant one, which was fine with me as i loved playing the female role.

The evening wasn't over and i reminded Phil that we still had the whole weekend in front of us, Phil's face lit up at that thought. I picked up my drink, then asked Phil about where we should sleep tonight. Phil sat upright as he began to think about it, then i teasingly asked what he thought i should wear to bed.

To be continued...