Leanne Becomes a Woman

Neil couldn't contain his excitement either as he guided Leanne's hand to his erection. She began to slowly stroke him as their kisses became more passionate. No other boy had ever made her feel this sexually and emotionally excited before. She reached around with her free hand to fondle his tight ass that she had been admiring.

They broke from their embrace as Neil tugged at Leanne's panties and pulled them down her legs. She bashfully stepped out of them as Neil gazed at her naked body. No other boy had ever seen her completely naked before. He thought her shyness was part of her attractiveness and wondered how far she was prepared to go that fateful morning. The same thoughts were wandering through Leanne's mind but she had lost control of the situation as soon as she walked into Neil's room.

"You are absolutely beautiful, Leanne. You have a perfect body."

Leanne's previous body image insecurities magically vanished in Neil's room that morning. She suddenly felt like a sexy alluring woman. She wanted nothing more than to please Neil at that moment. When they embraced again, he softly stroked her upper thighs. She parted her legs as silent encouragement for Neil to continue his sensuous seduction of her. He felt the dampness between her legs before slipping his middle finger into her pussy. Leanne's knees almost buckled, her head tilted back, and she cried out in ecstasy as he began to finger fuck her.

Not a word was spoken as Neil led Leanne over to lie down on his bed. She wanted to blow him and immediately leaned over his torso, and took his dick between her lips. She wanted to please him in the worst way. She took everything she learned the night before and used it while sucking his dick.

"Oh, that feels great. Oh yeah, just like that."

Leanne was encouraged by Neil's words of praise. She gradually was able to take him deeper than before but still couldn't get the entire length into her throat without gagging. She took her time and used her lips and tongue to worship the dick in her mouth and savor its taste. It wasn't the best blow job Neil ever had but her enthusiasm made up for her inexperience. Leanne's innocence made her blow job a special oral treat.

She remembered to gently lick his balls and shaft while paying special attention to the head. She wasn't worried about him cumming in her mouth; she actually was looking forward to it because it was important to her to make up for her quitting the previous night.

However, Neil stopped her this time and told her, "I don't want to cum just yet. Let me do you now."

By that time, Leanne was game for anything. He placed his finger under her chin to guide her up to his lips to kiss her again. He laid her down and kissed her for a while more before working his way down her body. She was melting while he was kissing, nuzzling, and nibbling on her neck. She felt like her body was on fire when he was sucking and fondling her nipples and breasts. He licked and nibbled his way down her torso and got between her legs.

Leanne wasn't sure what Neil was going to do next. She wondered if she should let him continue but when he spread her legs and began to stroke her inner thighs, she knew she couldn't gather the courage to resist. She felt vulnerable by being so exposed. A man was gazing at her naked body and her exposed pussy as she squirmed to his touch.

Neil began to run his hands on her upper thighs and lower abdomen, purposely bypassing her pussy. When he finally stuck his finger into her, she lifted her hips in rhythm to his thrusts. Neil then laid down between her legs and licked her upper thighs and pussy lips. He could smell her excitement as she lightly rubbed the back of his head. She could feel his warm breath against her pussy as she anxiously anticipated his next move.

Leanne jumped a little when Neil's tongue parted her pussy lips. He teased her with his tongue and then suddenly dove in deeper. Leanne thrust her hips upward and writhed in pleasure as Neil tongue fucked her. He bent her knees back towards her chest so he could get his tongue in deeper. She had never been this sexually excited before.

When Neil moved his attention to Leanne's clit, she was so turned on she came almost immediately. His lips and tongue felt so good, it was better than she ever imagined. Neil kept licking her pussy and playing with her clit until she came a second time. She marveled at his oral skills and experienced her first two orgasms. She was now ready for him to do anything he wanted.

Neil debated in his mind what he should do next. Should he take her virginity or not? He didn't want to take advantage of his sister's vulnerable friend but on the other hand, he had a beautiful, young girl in his bed, and they were both experiencing a memorable sexual experience. Her innocence and shyness increased his attraction to her. A man doesn't get the opportunity to fuck a virgin very often, if ever.

Leanne wasn't sure what she wanted to do. She was scared and nervous but she was also hornier than she'd ever been in her life. She promised herself she would save her virginity for her wedding night but that was before she was lying naked in her crush's bed where she just had two intense orgasms which only added to her arousal.

Neil was kneeling between Leanne's outstretched legs with her staring at his hard dick when he asked, "What do you want me to do now, Leanne?"

She shrugged shoulders but knew full well what both he and she wanted but replied, "What do you want?"

"I want to make love to you, Leanne but I don't want you to have regrets."

"I want you too, Neil. I've never felt like this before."

"Are you sure? There's no going back."

"Yes, I'm sure."

"Tell me what you want me to do, Leanne."

"I want you to put your dick inside of me, Neil. I've never been so sure of anything before. Please, I need to feel you inside me."

That's all Neil had to hear as he rubbed his dick up and down Leanne's slick pussy. She braced herself for that moment when she would no longer be an innocent virgin. Neil paused for a moment to give Leanne one more time to stop him.

"Are you sure?"

"Yes, I'm positive."

After hearing her desire one more time, he pressed his dick into her. He felt some initial resistance but thrust into her tight virgin pussy as Leanne winced from being penetrated for the first time.

"Are you okay?" he asked/

She nodded and replied, "Yeah, I'm fine."

So Neil pushed further into Leanne. She was feeling a little discomfort and was trying to adjust to the new feeling of having a man inside of her. As Neil began to slowly hump on her, the pain and discomfort turned to pleasure. Being so wet and turned on made his penetration much easier. When Leanne began to move her hips upward to meet his thrusts, Neil knew she was enjoying being fucked for the first time and picked up the pace.

Neil was giving Leanne's virgin pussy a good pounding. She was so wet and juicy, that they could hear the sloppy sounds each time he entered her. A virgin pussy is tighter than any other and Neil was thrilled to be her first. They were both moaning as they fucked each other. Leanne's tits were flopping around. Neil was kissing her and sucking on her nipples as they fucked.

When he was close to cumming, he asked, "Are you on any birth control?"

"No, don't cum inside me. You can cum in my mouth if you want."

"Alright, it won't be long."

He fucked her for a little while longer and said, "Here it comes, baby."

Neil quickly pulled out of Leanne and fed her his dick. She lustfully opened her mouth and used her lips and tongue to suck his dick. This time was different, she wanted him to cum in her mouth. She wanted to taste him and satisfy him just as he did for her. She found the taste of her own juices to be different but not unpleasant.

When Neil came, she did her best to swallow it all but couldn't. She pulled her head away as he splashed some onto her face before she stuffed his dick back into her mouth to swallow the rest of his seed. He knew she was struggling to swallow his cum but was excited by the fact that she desperately wanted to please him.

After Leanne sucked him dry, Neil withdrew his dick from between her sweet lips and said, "That was awesome."

He looked down at his new lover and saw tears welling up in Leanne's eyes.

"What's the matter? Did it hurt?"

She sniffled and shook her head.

"What's wrong then? Do you regret what we did?"

She shook her head again and replied, "It was wonderful. It was better than I expected. The fact that I did it with you made it even better."

"Then why are you crying?"

"I don't know. I guess it's because I'm a woman now."

Neil smiled and felt better that Leanne wasn't in pain and didn't regret anything. He got some towels from the bathroom so they could wipe themselves off and laid down next to her on the bed and held her close.

"You never forget the person that took your virginity so I'm glad you had a good time."

"If I wasn't going to save myself for marriage, I'm glad I lost my virginity to you."

They were cuddling for a while when Leanne said she was thirsty so Neil went and got them a couple of soft drinks. They were sitting on the bed talking and reliving how good their sex was and how awkward it was the previous night when Leanne noticed Neil's dick beginning to stir.

She then asked, "Do you want to do it again?"

"Fuck yeah."

Neil had unleashed years of pent-up sexual frustration in Leanne and now that the dam was broken, her hormones took full control. He decided to show her how to sixty-nine and had her straddle his head. He was looking up at her tender pussy and ass while she started to play with his dick and balls.

Leanne licked and touched Neil's dick and balls until he was hard again while he was using his tongue to tease her pussy. He had a great time groping and fondling her supple ass and thighs. Leanne was much more relaxed and confident now and it showed in her cocksucking abilities. She knew what Neil liked by his reactions or a simple moan. She was also enjoying being on the receiving end of his oral stimulations. A whole new world of sexual fulfillment was opening up to her.

Neil ate Leanne to another orgasm and then bent her over to fuck her from behind. She found she liked fucking doggie style better than the missionary position. Neil's dick touched a special place in her pussy as he had her bent over. This position allowed him to better fondle her ass and he was able to reach around and play with her pert perky tits. Neil had his hands placed comfortably on Leanne's ass cheeks when he remembered he couldn't cum inside of her. He decided to pull out of her and told Leanne to lay on her back. She was confused when he straddled her chest.

He then told her, "Squeeze your tits around my dick."

Leanne did as Neil wanted as he began to thrust between her luscious mounds.

When she tilted her head back, he said, "Keep your head up."

He was titty fucking Leanne for a few minutes before he announced, "Get ready, I'm going to cum. Open your mouth."

Leanne opened her mouth wide, stuck out her tongue, and waited for the first blast of cum from Neil's dick. She didn't have to wait for long as the first wad shot onto her face and tongue, leaving a trail down to her tits. That one was followed by several more as Neil shot his jizz over Leanne's face, neck, and chest. He then presented his dick to her lips so she could suck him dry. She made a lot of progress in the last two days from a shy, nervous virgin to getting fucked twice in one morning and taking cum in her mouth and onto her face.

When they recuperated, Leanne said she better get going. Neil said he had plans with some friends that afternoon.

"Don't worry, Leanne, I won't tell anyone what happened between us."

"I know. I trust you."

"You're going to tell Chloe, aren't you?"

"I don't know how I can keep this from her."

"She's going to want to kill me."

"Don't worry, I'll tell her it was my idea. I don't regret what we did. I wouldn't mind getting together later or some other time. I had a great time."

"Really. I don't have any plans tonight. It's a date."

"A date?" Leanne asked.

"If you want, we can go out to dinner and come back here. My parents are gone for another night and Chloe has a date."

Leanne was thrilled to be going on a formal date with Neil. Chloe wasn't pleased at what her brother had done with her innocent best friend but she soon realized that there was more to their relationship than a quick fuck.

Neil and Leanne would date for the rest of that summer until they both went off to college. It was difficult to leave the guy she had a crush on and to whom she lost her virginity. They shared a special moment in her coming of age but she was ready to start a new chapter in her life as a confident young woman.

She looks back fondly on that morning. Leanne realized how lucky she was to have an experienced lover take her virginity which made it much better than fumbling around in the backseat of Brad's car. Leanne and Neil would hook up over the next couple of years when they were both in town and weren't dating anyone. However, it was never as thrilling as the first time they spent together.