Layers Ch. 05

He coughs. "So. Dammit. So I asked. I felt pathetic and stupid but I had to ask. I know that if you'd said I could, it'd be all right. But if you'd said no then I couldn't do it. I wouldn't have been able to touch myself. How dumb is that?" He's back to looking at his hands. His knuckles are white and they shake slightly. Elaine puts her hand on his wrist and I feel this urge to go to him. Like with Elaine, the thought of him hurt bothers me. I don't even know these people but I keep getting this little protective vibe. Oh. That's the word my mind's been searching for. Ownership. It feels like I own them and should take care of them. What the hell?

I stand. Hesitate. Look at Stephen. And then walk to him, kneeling in front of him. He's still not looking at me. I take his hands, a little larger than mine by not by much, and separate them, putting them on the couch. The next part isn't nearly as hard as it should be. I lean in between his legs and kiss him on the lips. He's surprised by it but then I feel his hand on my back as he joins in. It's a hard, rough kiss and we both have to break away. I stare lustily at him and wipe my mouth, feeling the lipstick rub against the back of my hand. He's watching me. Wanting me. He groans when I grab his dick through his pants. His hands go to my hair, stroking me, massaging slightly. It's a good feeling - one I hadn't ever had done to me as a man.

But, his dick. Oh yes. His dick. I can feel my cunt drooling at the thought of it. There's a heat in my lower belly, a need, a craving to be filled. To have something in me. Something hard and thick opening me up, pressing into me. This impossible itch needing to be scratched. I ache for his dick. It's actually mentally distracting and that's unusual for me. At least it was when I was a man. My hands fumble slightly at his zipper but I get it down and unbutton him. I feel Elaine move and then her lips against my neck. It makes the goose bumps happen but I'm focusing on Stephen now. He lifts his hips as I pull down on his pants and underwear until his dick springs free. He still smells slightly like my pussy. He's got a little bit of pubic hair and I smell that he's showered but I can still catch little hints of my cum on him. I growl and there's no hesitation when I grab his dick and pull it to my mouth.

I'm a guy. I know how blow jobs go. I know what I like. I have to say, though. It's slightly different playing for the other team. It's warm. I kiss the tip and then push down to take the head of him into my mouth. The extra foreskin is something I don't have experience with as a man. The skin on the head of his dick as an interesting texture against my tongue but I'm distracted by the simple fact that I'm incredibly turned on at the moment. Hard to think of the process clinically when just having a dick in my mouth is making me wriggle my ass and moan. Ooops. Now he's halfway into my mouth and I'm pulling it to the side, feeling it press against my cheek as my mouth works him over. And then back up to the head. Holding onto the base of him, slowly pumping his dick as I suck on him. I feel small hands on my own pants and Elaine unzips me. It's difficult to get my pants off. Difficult because I don't want to take this dick out of my mouth. I feel flushed from the thought of it. Now I'm just bobbing my head up and down, trying to watch where my teeth are going, trying to move my tongue around as much as possible on it – the soft flat part of my tongue. So, yeah, it's difficult to get undressed but I work my hips and legs as Elaine tugs and soon my pants are off. Even when she grabs my ass (causing me to moan with a mouth full of dick) I still don't pull off. I'm breathing through my nose and sucking on Stephen as Elaine pushes at me, telling me to sit up. I do, kneeling up as she lays under me. And then she pulls me down and now I can't even concentrate on what I'm doing.

I'm sitting on Elaine's face as she's sucking and licking my extremely wet pussy with her fingers deep in me. It feels amazing and it's this distracting thing - pulling me away so it's hard to focus on Stephen. Her mouth on my engorged lips, sucking and biting them gently. Fingers pressing on things inside of me. I can't - it's hard to do more than one thing at a time when she's... Jesus... there's these OH YES FUCK spots inside of me that she's rubbing and her mouth is warm on me and I can't FUCKING CHRIST MMMMMmmmmmm I've got my head against Stephen's dick and he's still stroking my hair. I force the focus. I didn't even know I was grinding my hips against Elaine's mouth. I'm just doing it. My body is. I focus. I can do this. I kiss Stephen's balls a little and then the base of his dick and then the tip. I can feel an orgasm building. I want it but... her fingers aren't enough. I reach down to hold Elaine's head as I sit up and then stand. She whines beneath me but I ignore her and sit on Stephen's lap. He's barely there. His eyes are smoking with desire. He wants me so fucking bad.

His dick presses between us. I can feel it against my flat, hard stomach. My ass rests on his legs comfortably. I love the way it feels. Is that narcissistic? That I think I have an amazing ass and I love how it's all squishy and soft but firm if I press into it? I don't give a damn. It just feels great. My legs are spread as I sit on him, the shaft of his cock pressed against my clit. And then I lift up, grab his dick and moan loudly as I pull it down and it rubs against my clit. I want to keep doing the same motion over and over again but, instead, I press the tip of him against my pussy lips. He's got one hand on my side and another on my ass and he tugs a little but I wait. I want to remember this. He's still a little slick from my spit and I can feel the way my pussy lips are spongy with my juice. I sit slowly, still holding his dick. My lips part for him and then he's at the entrance to my pussy. A little more and I feel myself open to him. I make a very female noise and then lean forward to clasp his head to my chest. I don't have to hold his dick any more. He's not all the way in but it's not going anywhere but in. He's rubbing against my breasts and I remember I'm wearing a shirt.

But, first... I slowly sit down on him. "Ohhhhhh...." I say. Original, right? It just... it's amazing. He's hard and feeling his dick against the wetness inside my pussy - against the insides of me as it rubs certain places... I'm moaning and gasping until I'm completely down. I feel his balls against my pussy lips. I don't know what kind of face I'm making but my lips are pursed and my ... I think it's almost like a "Please..." look? I really just want to pull up and then down and ride his dick. I really really REALLY want it bad. I want to feel the head of his dick pressing against every spot inside of me. I want him as deep as he can go. I reach for my shirt but he beats me there, grabbing and pulling as I lift my arms up for him. Immediately his hands go for the bra and I feel him fumbling around at the clasps. I can't stop myself from wriggling on his dick. Just grinding on him while he's inside of me. Oh. Oh. Fuck. Fuck yes. He's hitting something inside of me and it feels really damn good. Some... yes. I grab his neck again as he finally gets one of the clasps undone. I'm breathing in little short gasps as I move. He needs to hurry the fuck up with the bra so I can start moving. It's frustrating as hell. My breasts relax as the bra comes undone and I lean back so he can take them off. His mouth is immediately on my nipple and the jolt goes straight down as he bites and sucks.

I can't stop any more. I ride him. It takes a bit to get the rhythm right but I'm soon slamming my ass down on him. Up and down, forward and back but if I lean forward in slightly the right way, his dick hits this one spot that has me moaning and growling and shaking. I'm rough. I can't help it. It hurts how deep he is in me but it feels so fucking good, too. Way more good than bad. Way more. It's getting hard to remember to breathe as my orgasm looms closer. His hands on my ass, squeezing and massaging, isn't helping, either. I can hear a wet smacking sucking sound now because I'm so wet. "Jesus, Stephen. You're so big. So fucking big. It feels so good in me. Do you like it? Do you like me riding you?" I growl and my voice goes harsher. "Taking you and fucking you like this, Stephen? Do you like it? Fuck. Fuck. FUUUUUCK!" I don't even talk during sex normally but the words are just rolling off of my tongue. I scream and feel his arms around me as the orgasms erupts. My legs aren't moving any more. Well, they are but they're jerking and I'm way too sensitive for anything right now but now HE'S slamming himself up and into me and OH JESUS I can feel another orgasm coming as I'm still shaking and stuttering from the first one.

The second one hits and I squirt all over us. I feel it - the hot liquid spraying out. Everything is intense and too much but I still feel it. I still want it. I can feel the pressure building yet again even as this slight ache is starting to form deep in me. But my pussy is an electrical storm and he's hitting everything inside as we frantically fuck. Growling and tearing at him with my nails. I don't notice that I'm biting his neck hard now as I growl and slam my ass down onto him just as he's pushing up. My brain is helpfully offering up various things I could be saying ("Please", "Oh god yes.", "Your dick is huge, Stephen", etc... etc...) but there's this strange anger mixing in with the pleasure. This dominance. I want. I fucking want. I bite hard, feeling some drool as... but then I let him go and go limp, resting my head against his shoulder. He's hitting something - some actual thing inside of me and I can't concentrate at all. I can't move. I can't think. I can't even breathe. I can just sit there and take it and that pisses me off. I force myself up and push back against him until another orgasm rolls over me and it's suddenly too much. Everything is too much. I can't handle it. It's ... no... it's too much. I push off and fall ungracefully to the floor, shaking and rocking and hugging myself against the orgasm. Jerking from it. Trying to talk but I can't. Breathe. Breathe. Shit. Breathe. I don't know how long it takes to recover from that but, Jesus. Fucking intense. And that ache is stronger now. I want more. I want so much more. I'm not at all done yet.

When I can move, I take them with me to the bedroom. We fuck for hours. I don't even know how many times I orgasm but I'm soaked in my cum, Elaine's and, finally, Stephen's. I'm somehow proud that I can get him to cum twice for me. FOR ME. What a strange thought but it makes me do this mental wriggly happy dance. The bedroom is warm and smells like sex and we're all spooning each other, sweaty and exhausted and content. We sleep.

I wake first with Stephen behind me and Elaine curled up in this warm happy little position against my stomach. I kiss the back of her neck and she stirs, grinning and mumbling something sleepily. I wake Stephen by grinding my ass against him. I feel his dick stir before he does and the thought of taking his dick inside of me again makes me wet. Again. He squeezes my tit almost possessively and I make this little "mrrrrrrr" sound and stretch back against him. I'm sorely tempted to start another orgy but I'm dying of hunger. When we've untangled ourselves, Elaine and I conspire against Stephen and vote him off the island and into the kitchen.

Oh. That's... huh. Cum. In my pussy. And now running down my leg. That's an entirely weird feeling. I have a momentary struggle where I consider tasting it but it's probably all cold and weird so I ultimately head to the bathroom and sit down. It's then that I realize I haven't ever peed as a woman, either. I push and it feels really damn weird and makes slightly odd little sounds but I get a good bit of it out. Stephen's cum, not my pee. But then, pee just comes out. I almost squawk. I didn't mean to do it but there it goes. It makes me giggle for some reason. An honest to god giggle. Because I'm peeing. Sitting down. As a woman. With a pussy not quite full of cum. There's a little dot of pee left when I stand so I dab it off with a bit of toilet paper. HOT. I giggle again and walk out naked. I don't even feel embarrassed about it any more.

Elaine is wandering around looking for different pieces of clothing while Stephen gets dressed to go out food shopping. They've offered to take me out to eat but I'm not ready to go out like this yet. Not yet. Elaine hands me my clothes and I decide that I'll just wear the bra and panties. It feels liberating to go without clothes. I'd go completely nude and luxuriate in this body but I think nobody would get much done and I know Stephen needs a bit of time to recover.

While Stephen's gone, Elaine and I curl up on the couch, facing each other. We chat. Hah. A girl chat with our legs all pulled up. She decided if I were going to go without clothes, she would too so we're both in our underwear and talking. Learning about her. She had great parents that are still local and she still keeps in touch with them weekly. Her dad teaches chemistry at the big high school in town and, amazingly, still loves his job after 15 years of it. Her mom does some complex math work for a medical startup. Some 3D imaging stuff that I don't comprehend. She inherited her optimism from her dad and her awesomeness from both. She's a fan of big dogs and cats and has a little kitten with possible dog plans later. Stephen was adopted after living in a foster home for a while. A rough time growing up but he had some good older kids and great adults at the Boys & Girls Club. After getting into trouble and being arrested a few times as a teenager, a judge pulled him aside and talked to him. And it finally sunk into him. Shortly after, he cleaned up and hit the books. Top of his class at high school and college and really well in law school. He's very good at what he does.

Stephen walks in while we're talking about his high school days. He doesn't knock before coming in and it doesn't occur to me that that's weird or that I should be bothered by it. He rolls his eyes at one of Elaine's remarks and then fumbles around the kitchen. I don't know what he can do with my cheap thrift store pots and pans but I hear him washing them first. Yeah. I don't cook. After a while, the smell of cooked chicken fills the small living room and my stomach gurgles. Stephen yells out that food will be ready in fifteen minutes.

We're still chatting when I notice Elaine scratching her bare leg over and over. She leaves red lines with each stroke and it looks like should hurt. Oh. Shit. One of her nails is gone. Right index finger. As I watch, a thick black nail slowly grows into place. How the hell did she not just feel that? I look at her but she's still chatting and smiling. And scratching herself. There's a subtle different scent in the air and it makes the small hairs at the back of my neck stand up. I can feel my nose flair, taking in the cloying scent and my lips pull back in a quick half-snarl. I push to get myself under control and to keep my hands from clenching. My heart rate picks up. I want her. I feel this aggression flood me and I almost growl. I want her bad. I shiver and it's not because I'm cold.

"Food is ready!" I'm thankful for the distraction. Elaine smiles a lazy little smile and it's not like her normal smile at all. There's a very clear difference. A very clear line of predatory that she's crossed. I stand and go to the kitchen. I have a small, very cheap Formica table that we crowd around. Bowls are already set full of some pasta with white sauce and chicken. It's delicious and exactly what I need. I'm on my second bowl when I feel Elaine's left hand on my thigh. She's eating but her hand is tracing along my leg and then, digging into my flesh. Claws. Definitely claws. More than one. I twitch at the feeling but it also turns me on and I feel myself growing wet. At that, she turns and gives me that same smile. Can she tell? Can she fucking smell me?

I clear my throat. "How much do you two remember of last night? And what we did?" I have to take Elaine's hand off my thigh and she just grins even bigger.

Stephen looks confused. "Uhhh... we had sex. Right? The bedroom is a haze. But I remember sex."

"Right. Yes. Sex. Anything else?"

He furrows his brow as if I am the one asking stupid questions. "No. Just sex and then passing out. I think I must've been really tired because I barely remember anything. Just fucking you."

I turn to Elaine. "You?"

She's still grinning. "No. Sex. Why?" Damn. She even sounds different. Less bouncy. Less cheerful. Deeper voice. And she's watching me.

"Elaine. Put your hand on the table." She cocks her head for a moment but then, does. Her left hand. Three of her fingers are claws. Thick and black, the joints on those fingers swollen. Her hand looks slightly swollen in general. She looks at it, shrugs and then back to me.

"Jesus, Elaine! Your hand!" Stephen looks shocked but Elaine glances at her hand again and still doesn't react. Okay. So, they aren't lying. They don't remember. Shit. Why can I remember but not them?

I sigh and put my head on the cool table near my bowl. "Do you remember what I said of the suit? The bit about it being a werewolf? A she-wolf? How I changed when I put it on? I... I think I gave that to you."

"No. No fucking way. Impossible." Stephen is standing now, near the fridge. He looks almost panicked.

I turn my head to look at him. "Impossible like a man physically turning into a woman? Your ears, Stephen. Feel them. The tops." They're pointed and I can see them moving slightly as they grow. Stephen is hyperventilating but I hear a small 'snick' next to me. Looking over, I see Elaine still grinning. Her hands are both stretched and swollen and all five fingers are tipped with deadly looking claws. She's just cut through her bra and it's laying in her lap. Her tits are swelling, nipples rock hard in the air. I can feel my pussy throbbing with sudden need.

I can't do this. I can't face this. I nearly run to the living room, slamming into the fridge on the way out. I smell her before I hear her. Elaine is crawling to me on hands and feet. That same grin on her face. Ten feet away she stands. Her body is covered in fine hairs and sweat. Her tits have grown a cup size or more and she pulls one up close to her mouth. A long tongue rolls out and she licks her own nipple, moaning as she does. Her other hand goes to her panties and her claws cut small holes as she rubs herself. A patch of fine red hair is growing from the tops of her white panties, spreading out and then up in a line between her breasts. She moans again, digs shortened fingers under the side of her panties and rips them off. Her pussy is covered in red hair. I can smell her so strongly. Fuck. Fuck, I want her. I'm so fucking wet and the smell is making it hard to think.

Her breasts grow another cup size while I watch. The skin just spreads as she becomes more full. Her aureole grows out as her tits do. The line of fur down her stomach sas reached her chin and is fanning out to the sides to cover the sides of her breasts and stomach. More fur grows on her face, along her cheeks. Her nose and lips are turning black as I watch. There's a crunch and her jaw shifts.

I'm brought to my knees when the aching in my cunt turns to pain. Sharp pain that burns along my spine. I can't breathe. I can't... fuck. I rip the bra off of me. Muscles bulge when I get my fingers under the straps and I just pull to the side, feeling the material break as the edges dig into my flesh. It doesn't hurt at all compared to the immense amount of pain along my spine. My breasts hang in front of me as I lean forward on my hands. Sweating suddenly. I can see my fingernails popping off one after another, claws growing in their places. I CAN feel the swelling in my hand as joints pop and grow. I watch my fingers thicken and shorten, my hand growing larger as my thumb is pulled back a tiny bit on each hand. Hair is growing from my knuckles and the back of my hand. My arms are tensing. More hair growing from the forearms and shoulders. Muscles growing into place as blonde fur erupts from my shoulders down to my hands, joining with the fur growing there. Stronger. I'm getting stronger.