She Smiled at Her Pt. 02

This story is the second installment of a prequel series based on my ongoing work "Is She Smiling at Me?" As always, this story is a work of fiction. Any resemblance to real people is purely coincidental. I love hearing feedback from my readers; please feel free to leave comments or contact me with your thoughts or suggestions.

Please note: This story is co-authored by Silkee Smooth. She has been instrumental in the writing and development of this series and I couldn't have done it without her. Don't forget to check out her work.

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"So, you're a virgin?" Alex did not sound surprised as she posed the question, glancing over at Liz as she drove.

"Yes," Liz replied, feeling slightly embarrassed.

"So, like, no sex of any kind virgin, or..." Alex trailed off, leaving a blank to fill in.

"I gave a guy in my class a handjob once." Liz perked up, trying to sound experienced, but knowing that she had failed as soon as the words left her mouth.

Alex giggled at that.

"You've never sucked a dick? Never been fucked? Nothing?"

"No." Liz blushed.

"But you want to?" Alex looked at her over the rim of her sunglasses.

Liz swallowed past a lump in her throat. Was this really happening? She felt her anxiety rise again; everything with Alex seemed to be happening so fast. It thrilled her and frightened her at the same time. Finally, she nodded her answer.

"Mmm," Alex purred, "Good girl."

Something about the way Alex had said those words, 'good girl,' had a strange effect on Liz. She felt... Proud. Alex's approval filled her with a sense of pride. Pride that she had pleased the remarkable woman who seemed so taken with her, which in turn aroused her greatly. She bit her lower lip and looked out the window of the car, trying to hide her blushing cheeks.

When they finally pulled into the parking garage of Alex's building, Liz stepped out of the car and grabbed her shopping bags from the backseat before following Alex through the hallway to the elevator. Her mind was starting to race all over again. A part of her couldn't believe what was happening; it was as though she was watching herself go along with whatever Alex had in store and had no idea how to stop it. But even that doubtful, nagging part of her psyche wasn't sure that she wanted to.

Alex opened the door to the apartment and led Liz inside, gesturing to the couch and telling the younger girl to make herself comfortable as she placed her purse on the coffee table and went off towards the kitchen. Liz sat and looked around the apartment. It was neat and nicely decorated, though knowing what little she did about Alex it seemed obvious that it would be; Alex struck her as a very organized, fastidious woman, and the decor suited that aspect of her personality.

"I'm making a cosmo, do you want one?" Alex called from the kitchen.

"Alex, I'm eighteen!" Liz protested. Though she regretted the words the moment she said them. She didn't want to seem immature to the older, more experienced woman and she was failing miserably.

"Eighteen is an adult, Liz. Adults can have a drink if they want to. It's up to you, sweetie, no pressure."

"Yeah, I'll have one, please," Liz called back after a moment of consideration.

Alex returned from the kitchen with two cocktails and handed one to Liz before she pulled up an ottoman and sat across from her, crossing one long, nylon-clad leg over the other. She leaned backward, placing one arm behind her with a slight arch to her back, tossing her brilliant red hair to the side with a practiced flick of her head. Liz marveled at Alex's raw sexuality as she watched her piercing green eyes scan her up and down, smiling warmly at her as she took a sip of her drink. A part of her couldn't believe that this gorgeous alabaster goddess had taken such an interest in her, and another part still couldn't believe how much she liked it.

Looking down at the drink in her hand, Liz had a moment of doubt. It wasn't like she had never drunk alcohol before, but it was one more element to add to that nagging background sense of 'What am I doing here?' that she couldn't quite seem to shake. She lifted the glass to her lips and took a sip, smiling when she found the flavor to be quite agreeable.

"So, the guy you jerked off. Did he have a big dick?" Alex inquired with a grin, her eyes fixed on Liz as she swirled her cocktail around in the glass.

"Not really, no..." Liz sipped her drink, "It was bigger than mine, but not by much."

"How big is yours?" Alex asked with a mischievous twinkle in her eyes.

Liz had a weird moment here; a part of her considered simply lifting the hem of her dress and pulling her panties aside. If Alex had asked her to, she would have. That realization sent a shiver down her spine.

"Don't tell me! I'll find out soon enough." Alex flashed her a sultry wink as she reached out and touched her bare thigh.

Looking down at Alex's hand on her leg, Liz felt a spark of excitement at the contact. It felt natural to have Alex touch her like that; like the warm comforting touch of an old and dear friend. She found herself hoping that the hand on her thigh would drift higher, slipping under the hem of her dress to touch her how she had craved to be touched for so long. That it was the soft, sensual touch of a woman and not the rougher, more direct touch of a man didn't seem to occur to her at all, and she felt an unexpected sense of disappointment when Alex withdrew her hand and reached for her drink.

"Did you like it? Stroking his hard cock?" Alex's tone was suggestive; like she already knew the answer that she wanted to hear.

Liz thought back on that night, watching her hand work up and down on the boy's stiff member, hearing his moans of pleasure, feeling him twitch and pulse when she finally made him cum, the sense of pride it had given her...

"I've never been so excited in my life." Liz lied. It wouldn't have been a lie yesterday, but it was today. This moment right now, and every moment since their conversation at the restaurant, was the most excited Liz had ever been in her life. But of course, she couldn't just come out and say that.

"I bet," Alex said with an alluring smile.

There was a moment of silence after that. Liz wasn't sure what she should say next and she looked down at the drink in her hand as she thought about that first real sexual experience with another person, how it had made her feel, and how it paled in comparison to what she felt now. As exciting as giving that handjob was, it was simple; uncomplicated. It didn't carry the same thrill of uncertainty and confusion she felt with Alex. Suddenly a thought occurred to her.

"What about you, Alex? Are you into guys too or just girls? Or just girls like me?" Liz felt emboldened that she had thought of a question worth asking.

"Girls like us." Alex corrected her with a wink.

Liz smiled at that.

"Good question. In theory, I'm more attracted to the individual than the gender, but I usually lean more towards girls in practice. But right now though..." Alex trailed off, taking a sip of her drink and letting her eyes drift up and down Liz once more, "Right now, I'm just really into you."

Liz felt herself blush again as her eyes flickered away from Alex's.

"I've got a lot of emotions going on since we met... Is it bad if I admit you make me uncomfortable, but... In a good way?" Liz asked.

"How so?" Alex reached her hand back to Liz's thigh and began softly caressing the younger woman.

"When I do something like this? When I told you I was going to fuck you? Does that make you uncomfortable?"

"But in a good way," Liz answered quickly.

"It's all new, I feel like I can't keep up with you. It's like you get me, and you're pulling me just a bit further than I thought I'd like." She kept her eyes on Alex.

She knew that the older woman had expectations of her, and she liked that. Liz would have been a stammering mess in this situation with anyone else, but Alex had a soft, yet firm way of requiring Liz to own her feelings, to be confident, mature... Sexy.

Alex nodded slowly, sipping her drink.

"I want to challenge you, Liz. If someone doesn't it'll take you so much longer to get to that place you want to be." She grinned, "It took me a long time, honey. And I see you; I see this incredibly beautiful, young, and happy soul. It'd be a terrible shame to hide that person from the world."

"I've come a long way," Liz responded a bit defensively.

To her credit, she hadn't been sheltered in her parents' basement. She had told those closest to her about her desire to live as a woman, she'd gone to the doctor, she'd been taking her pills, she was doing everything that was required to make this her life. She nervously drank from her glass, watching Alex.

"I know, sweetie. And now you're taking the next step, aren't you?" Alex finished her drink, stood, and extended her hand.

Liz threw back the last of her cosmo, then set her glass down and took Alex's hand as she stood.

"I'm really excited, but scared too." Liz said, keeping her gaze on Alex, "I want this, but you're gonna have to, you know, lead the way."

She stood up a bit straighter and steeled herself. She knew her life would be different after. She didn't know exactly how, but this thing that was happening... It was huge. She was about to have sex with a woman that could have her pick of any man or woman. Liz wanted to know she could keep up, and to show Alex that she had her own version of that... That... Whatever it was that Alex had.

Alex grinned warmly, her eyes boring into Liz's with a burning intensity. She leaned in slowly, her face drawing near, inch by inch, until she was so close that Liz could smell her perfume, and feel the heat coming off her. 'She's going to kiss me!' Liz thought as her heart fluttered with excitement. The thought passed through her mind without anxiety or fear; she was ready. She wanted this.

But Alex wasn't going to kiss her. At least, not yet. She had reached down and picked up the bag of lingerie that Liz had placed on the couch before righting herself with a playful smile. She pulled Liz by the hand, guiding the younger woman down the hall.

Alex led her into the bedroom, carrying the bag from Aphrodite's with her. The drapes were already drawn in the room; it was dark, but not so much that the two couldn't gaze at each other. Alex pulled Liz close and cupped the younger woman's cheeks in the palms of her hands as she brought her lips to Liz's, gently opening her mouth. She held Liz's face as their mouths became one, their tongues brushing together, slowly entwining, enjoying this intimate moment.

Liz felt a spark, an intensity that she hadn't expected, that jolted through her like an electric current. As she melted against Alex, lost in this magical, mystical kiss that stopped time and cast pinwheels of illumination behind her closed eyelids, she felt herself stiffen in her panties. The firmness did not escape Alex, who pressed herself harder against the bulge in Liz's underwear. She moved her hands from Liz's face and let her hands slowly slide down Liz's body until they rested on her ass cheeks. She tensed her fingers into the dark material of Liz's dress, pulling her closer still. After a timeless eternity, Alex broke off the kiss with a warm smile and the younger girl shuddered with pleasure, letting out a weak, wavering sigh.

"You taste delicious," Alex said in a low tone. She reached for the bag on the floor, handing it to Liz.

"Go into the bathroom, freshen up, put your new outfit on, and come to bed, baby."

Liz shivered at her words, gooseflesh covering her body. She said nothing, but nodded, and turned towards the bathroom. She wanted Alex badly, more than anyone she had previously desired.

Alex lit a few candles that she kept on her dresser and nightstand. She was about to take the young woman's virginity, after all, the least she could do is set the mood. Next, she removed her clothes, carefully laying everything on her dresser, she kept the Wolfords on; those were for Liz. She wanted their legs sliding against each other wrapped in nylon a bit later. Alex leaned back on the bed and waited for Liz to return. She had been hoping for this moment from the minute she met Liz.

In the bathroom, Liz had stripped naked and had begun dressing in her new white lingerie. She was torn between nervous excitement and confusion. The bra and panties were easy enough, and while Liz had a few bits and pieces of what she called her 'sexy underwear,' she had nothing as fine as the outfit she had begun moving her curves into now. The garter belt was proving to be a bit of a challenge. She had seen photos and videos before, but wearing one, attaching the welt of her nylons to the garter clasps, took a bit of figuring out. In the end, she was satisfied that she had everything sorted. Though she had hoped for a larger mirror to make sure she looked okay for her soon-to-be lover, that would have only made her more nervous.

Liz looked at herself in the mirror, straightened up, and owning this new confidence Alex was teaching her, smiled at her reflection with the thought that the next time she saw herself, she would truly be a woman; a virgin no longer. A beautiful, confident, sexy young woman that would be having sex after today, and at the moment she felt like nothing else in the world mattered. She turned and walked back to where Alex was waiting to make her complete.

Alex smiled when she heard Liz's heels clicking as she walked down the hall. That Liz had put her heels back on impressed her considerably. 'She knows how I feel about her 'big girl' shoes, and she wants me to know she's paying attention.' Alex thought. She took a deep breath and took a moment to consider things. Liz had almost no experience, aside from a handjob, so she understood that it would be up to her to guide the younger woman, to take her up to that next level. Soon they would be entwined, and know each other in the most intimate ways. Alex forced herself to go slowly with Liz, to make their time together unforgettable, to see Liz emerge on the other side changed. She wanted the happy young woman to remain, but she hoped that woman would exude more. She wanted Liz to begin owning her sexuality along with her confidence.

"Hi," Liz spoke softly as she paused framed in the doorway.

She hadn't expected to find Alex naked, save for the sexy black nylons adorning her long legs, but then Liz hadn't known what to expect at all. She looked the gorgeous redhead up and down, her eyes drifting over her pale, freckled flesh. The slight swells of her perfect little breasts... The toned lines of her abdominals... And though her cock was hidden behind her crossed legs, Liz made out a neat little muff of ginger pubes just barely visible on her pubis. She had never seen a woman look so sexy.

Alex remained collected, but the vision before her had the immediate effect of stiffening her cock. Liz could not have been more beautiful, and at the same time, she couldn't have looked more innocent in her virginal lingerie. Alex found herself impressed again that Liz hadn't made the rookie mistake of putting her panties on under the straps of the garter belt, preventing their removal when the time came.

"You're beautiful Liz, I'm never going to forget how you look right now, standing there..." Alex trailed off with a smile, "I'll never forget."

Liz smiled brightly. Alex had a way with her that truly made her feel special. She wanted to run to the bed and pounce on the older woman.

"Come over here, and let me taste you." Alex beckoned.

Liz moved slowly, moving her hips seductively, her expression took on a look of hunger.

"I want to taste you too, Alex." She purred.

Alex nodded, then stood to meet her. They embraced and pressed their mouths together, Alex's cock now throbbing with excitement. Her small, bare breasts came into contact with Liz's white lace bra, both of the women's nipples hardening as their bodies writhed together in an outward manifestation of their pent-up desire. Their kiss lingered, and Alex reached for Liz's hand, drawing it to her leaking girl cock. Liz understood what was expected of her, and took Alex's member in her hand, delighting in the warmth and weight of it.

'This one is definitely bigger than Scott's.' She thought as she moved her hand up and down Alex's length while they continued kissing passionately.

Alex moved her hand to Liz's breasts and began caressing them through the delicate material of her bra. Liz moaned into Alex's mouth as a shiver of pleasure raced down her spine. They stood together in this intimate embrace for a long moment until Alex broke their kiss.

"Liz baby, I want you to suck my cock." Alex stated more than asked. She took the younger woman's hand in hers and pulled her near the bed, putting her hands on Liz's shoulders and pressing down gently, making her intentions clear as she sat on the edge of the mattress.

Liz nodded and blinked her big doe eyes cutely.

'Okay, this is it.' Liz thought as she sank to her knees, 'This is really happening, I'm about to suck her dick, this is really it...'

She stared at the throbbing cock inches from her face, drinking it in. Alex was BIG. So big that if she wrapped both hands around the thick shaft, one on top of the other, she would need a third hand to cover it completely. Almost as striking as her impressive size was the fact that she was uncircumcised. Liz had never seen an uncut dick in real life before, not that she had seen many dicks at all in real life before, but despite years of pornography under her belt, an intact penis seemed foreign to her. Even fully erect, the smooth, velvety foreskin covered most of Alex's head, leaving just the very tip protruding through its delicate folds. Liz thought it was cute, and she smiled at the pink glans glistening wetly, hiding in its pale sheath, waiting for her to bring it out to play.

She took Alex's turgid member in her hand and stroked slowly, pleased to find the foreskin yielded easily at her touch, winking back and forth over the glans with the movement of her hand. Her smile broadened even more as she looked up at Alex, who had taken on an urgent expression, nodding eagerly and urging Liz on. Her excitement mounted as she licked her lips.

"I need your mouth on it, baby. It's okay, I promise." Alex reassured her.

Having watched a lifetime of porn, read all the magazines, and studied the sex blogs, Liz had rehearsed this moment over and over in her head for years. She had prepared and refined a mental checklist of everything she wanted to run through when the time finally arrived. She dreamed about nuzzling into a cock, feeling its warmth and firmness against her face, kissing and licking the balls, teasing her way up the shaft with a trail of soft, wet kisses... Of course, in the excitement of the moment, her mind had gone blank and she remembered none of it.

Liz looked from Alex back to her cock. She kissed the tip, feeling the soft folds of foreskin shift under her lips, then she extended her tongue to slide across the underside of Alex's glans inside the fleshy sheath.

"This part feels really good on mine." Liz pulled back to explain before moving her tongue back to the sensitive frenulum.

"It feels good there on mine too, baby," Alex whispered.

Liz began to move her tongue along the underside of Alex's full length. She wasn't sure if Alex was enjoying this, but she'd seen plenty of videos where the girl did the same thing she was doing now. For her part, Alex sighed in pleasure, and pushed her hips forward, urging Liz to continue. As Liz slid her tongue over Alex's cock, it began to glisten in a sheen of her saliva. She gave the head a soft kiss, parted her lips, and took it into her mouth. Liz held that position for a moment, adjusting to having something so large in her mouth. It wasn't like what she had imagined; it was warm, soft, and yet rigid at the same time. The loose foreskin moved easily, but just below the shaft was rock hard.