Two Nights in Spring

What did she know now that I didn't?

I had her skirt. That gave me a little feeling of power, she must be sat there in her stockings, suspenders and panties and would have to walk across the car park like that. My erection was back with full force at that thought, and I pinched my thighs together against my balls aching from her earlier ministrations.

Penny. I was totally infatuated with her, I realised I had been since she first spoke and I looked in her eyes. Then I realised the fascination had started earlier, when I looked into Pete's eyes, he called me Stevie, and then I had imagined him naked when I heard him in the shower. I wanted to kiss her. I wanted to kiss him. It was confusing and beautiful.

My makeup must also be a mess. I pulled down the vanity mirror and looked at my smudged face, but then I heard her car door. No time. Penny was already walking across to me, she had unbuttoned her jacket and put on a pair of skin-tight black leggings - so much for the skirt. By the time I had opened my door and stood up she was there, in front of me. Her long, long slender legs were encased in the tight, slightly shiny black material, I could see the bumps where her suspenders were and oh! - my heart missed a beat and I felt my mouth salivate as I saw the smooth material was now restraining the heavy rod of her penis as it hung down her left leg, no longer magically tucked away. I wanted to touch it, to caress it through the tight black smoothness.

'Oh Stevie' she whispered hoarsely. She unzipped my fleece and putting her hands around my waist pulled me gently to her. She looked me in the eyes, gone was her commanding playfulness, she looked a little lost and helpless, then seemed to melt as I put my arms around her and held her tightly to me.

'Stevie' she whispered again and our lips met. As we kissed passionately our thighs met and we pushed and rubbed against each others' hardness there in a pool of light in the car park of the hotel next to my car. I broke the kiss.

'Penny' I said gently, 'let's go inside'

I took her hand and led her towards the end of the building where our two adjacent rooms opened onto the verandah. Our heels clicked on the tarmac.

'Stevie...' she began, 'I don't, I mean...'

Her voice was faltering. I stopped and held both her hands in mine, searching her face for her mood. This was such a different Penny to the confident exhibitionist of half an hour ago. Another button of her tight white blouse was undone at the top. She definitely had breasts and her peach lacy bra fitted well. Small, but they lifted with each breath.

'So serious!' I was mocking what she had said to me, but tenderly

'I don't do this - usually - I mean you must think I'm a slut, I don't know what you think, it's just that I - when I saw you, when I met you - ' I silenced her with a kiss.

'Let's talk inside' I said. 'Just talk?'

' - it's been a long time - ' the words were still tumbling out

'Inside.' I put my finger on her lips. 'I don't think you're a slut. I think you are gorgeous and wonderful and I fancy you like crazy and nothing like this has happened to me before and you're doing my head in.'

We'd reached the rooms. She fished her room card from her bag and looked down at it.

'My room' she said simply. Still looking down, then up at me, searching my face as she whispered

'Stevie, I think I have fallen in love with you'

She opened her door and went in, leaving me standing stunned outside for a moment. She was waiting, holding the door. I followed her in.

'Penny...?' I began, '..but we've only just met?'

'I know'

She pushed my fleece off my shoulders and took it from me, and stood back, looking at me.

'I like how you dress. Can I do your makeup? I want to do your makeup.'

'Sure' I said. It was time out we both needed. She pulled over a chair and sat me down. Actually I was looking forward to this, Penny was clearly an expert and I needed help!

'I can make you really pretty. You look great, but, I can make you even better'

I watched her as she moved around the room, taking off her jacket, collecting makeup, tissues and brushes. She was slim, so tall, her fitted blouse was short-sleeved and tight across her bust. Her bare forearms had hair, but it was light and spare over her fair skin. Under the light her hair seemed so thick and real, it wasn't a false red or orange but a lovely natural warm ginger and softly gently wavy falling well over her shoulders. As I watched she pulled it back carefully into a ponytail, holding it in place with a hair bobble. God that was sexy!

'It's glued on' she explained 'so don't pull it hard'

'I wasn't going to pull it'

'I wish it was real.' she said 'then you could drag me around by it'

I swallowed hard. This was the girl who had kneed me in the balls. She knew I would like that because she liked it. And we were here, together, in the same room. She wanted more. I wanted more. We wanted more. Her blouse came halfway down her buttocks and when she bent over and straightened up I loved the way her bum looked. This was surely a woman, but when she turned to face me the slim hips and the comfortable heaviness still outlined by the tight fabric on her leg told me otherwise. Unconsciously I licked my parted lips. She smiled.

'later' she promised.

'Now. Makeup. The wig will have to come off'

I found the hairgrips I'd used and then she bent forward and whisked the wig away. Her breasts were level with my face.

'You like them? I grew them all myself!'

'Hormones?'

'Not really. It's diet, exercise and herbal stuff. Mostly diet, that and always having had moobs really. Are you going to be good and keep your hands to yourself?'

'I can try... but I am jealous'

She laughed, and started adjusting my wig-cap and poking around at my eyebrows.

'Hmmm - I pluck mine underneath. You trim yours, don't you?'

'Yes, they get bushy'

I breathed in the smell of her perfume as I watched her move.

'I started dressing up when I was very young' she said

'I can't remember when it became a real obsession, but I hid it and conformed..'

She took off most of my makeup and started afresh as she began to tell me her life story, or at least parts of it. I let her talk, she needed to. She busied herself with the makeup, occasionally stopping just to talk. I had never met a man that talked as much. her hands were a little smaller than mine, and very clever. She pushed aside my knees so she could crouch and get close as she made up my eyes. I still kept my hands to myself. She told me a little of her marriage, how much in love with her wife she was, how she had gradually revealed her desires, how it broke her marriage and how it broke her heart.

'I don't think I can live with anyone permanently again, not now, perhaps never. I decided I could just about live with myself, but I need to love and be loved. There was this guy two years ago - but it didn't last. I don't want to be a full-time woman, or a full-time man. I think what I really want is to have an affair. To be the other woman. Part-time. I've never met anyone quite like you, you know. Two months ago I was at a hotel near Coventry, they have this lovely old lounge off the bar, with a piano in it, and I was sat quietly in the corner - as a man, as Pete - drinking, reading, being sad and wondering what to do with my life, and there was this other guy at a table looking like he was doing the same. I really liked the look of him, he was a little older than me. A waiter came over and took his empty glass and I heard him ask, does anyone play the piano, do you mind if I do? The waiter said yes, it is there for guests to use.'

'I think I know this hotel'

'Lips' I pursed my lips and Penny began carefully to outline them.

'The man checked his watch - it was pretty much 11pm then and the place was empty. I heard him phone his wife and tell her he loved her, that was clearly true. He said he was just about to go to bed, and that was a lie, because he didn't'

I was staring at her now. She finished applying the lipstick and carefully placed my wig back.

'There.' She stood back and surveyed her work.

'Sit in the other chair in front of the mirror'

I did as I was told and could not believe what I saw. She had totally transformed me. It was not me that looked back, it was a much younger and attractive woman. Penny was stood behind me, arranging my hair. She looked at me in the mirror. My mind was in a whirl.

'He didn't go to bed. He started to play the piano - 'Slowly at first, playing by ear, nothing I knew, he was making it up. I have never heard such beautiful sounds'

'You were there?'

'I think that is when I started to fall in love with you'

her hands were massaging my shoulders.

'You were there?' I repeated needlessly

'Yes. You made me cry' My own eyes had now welled up. 'You thought you were alone, but I was there'

I had thought I was alone. I would not have played otherwise. Penny was bent down behind me, her face next to mine, her arms now each side of me, her hands lightly massaging my legs. She kissed my cheek and whispered

'You are beautiful, and I love you'

'Stand up & give me a twirl!'

I did. I had never felt more like a woman. One of my hold-ups slipped and I stooped to smooth the nylon back up.

'My god, Stevie. You just need to shave and you could pass anywhere'

'Thanks, but I can't - shave I mean'

'I don't mind' said Penny

We stood, admiring each other, and I could wait no longer. I needed to kiss her. We kissed. My hand was on her thigh, stroking where I had wanted to ever since the car park. I felt it growing, harder and harder, as did mine. Her hands were on my buttocks again, stroking between them. So easily we fell onto the bed as I undid her blouse, she helping me. I kissed her smooth armpits and the tops of her pale breasts. She took off her bra and there they were. Two small but perfect pert breasts with large red, erect, feminine nipples. They smelled sweet, they tasted better, like maple syrup. I kissed and sucked both in turn, and Penny moaned. I did not believe she could get harder and bigger, but she did. My hand was in her leggings, she kicked off her shoes and in one movement her leggings were off. I ran my hand down her smooth stockinged thighs and sucked on her nipples.

'They taste like maple syrup?' I commented

'Fenugreek' she said. 'Makes them grow...and more sensitive...'

'Really..?' I don't know if I was more surprised that Fenugreek tasted like this or that it made them grow.

'Women take it to help with lactation.'

'Really!' I looked at her nipples with more surprise and renewed interest. She laughed.

'Nothing - yet, but it's possible!'

She didn't shave her stomach, but all there was was a line of light golden hairs down from her lovely tummy button down. I was resisting the temptation to look until I got there. Under the top of her panties she had shaved her golden pubes into a heart shape.

'Darling, that's beautiful!' I pulled her panties down and feasted my eyes on the main prize.

'And so is that' I curled my fingers around it and squeezed. It was pretty much the same size as mine. Penny moaned.

'totally..' I licked at the slit '...beautiful'

Her precum tasted lovely. I wanted more. I wanted her to explode into my mouth. I licked and sucked the end as my hand moved slowly up and down. I took the glans in my mouth and ran my tongue around that sensitive ledge. I had not realised how much I wanted this. Penny just laid back and moaned. Then she looked down at me and smiled happily.

'Stevie - this is bliss. But I'm almost naked and you are still fully dressed!'

'I'm a cross-dresser. What do you expect? Without the clothes I am just a man.'

'Not just a man. You are my Stevie, the best of both worlds'

I looked down at her slim soft girlish boyish body and sighed.

'I wish I could look like you - you are in another world!'

I got up and tried to reach behind my back for the zip of my dress.

'Here, let me' Penny unzipped the dress for me, her penis bobbing as she moved. I gave it a slap.

'Yess....' she whispered

I stepped out of my dress.

'Let me look at you...' Penny indicated I should turn around. I did so, a full circle.

'Wow!' She was sitting on the bed, I was standing in front of her. 'You are gorgeous and I want you!' there was some urgency in her voice

'I'm hairy.' I said, apologetically.

'Not very' she said, 'and I like it. You've got just the right amount.' She pulled down my panties and put her lips around the end of my cock, toying my balls with one hand and cupping my buttock with the other. She slid her mouth up and down, up and down, it was my turn to moan. Then she squeezed my balls just lightly and I felt my knees buckling. We fell back down on the bed and kissed for a long time, feeling and rubbing each others' bodies, enjoying the feeling of flesh on flesh, gently caressing. Penny paid a lot of attention to my arse, rubbing around my hole and pushing her finger a little way up it. I loved it. No one but Penny had done that to me before, well not like that, anyway. She wet her fingers in her mouth so they could slide in easier. She put her fingers in my mouth and I sucked them, that seemed to turn her on even more. I was glad they were clean. I always cleaned thoroughly before I dressed, not because I thought or even hoped I would need to be, but it was part of my ritual that made me feel good. And ready.

'Can I kiss you there?' she whispered.

'Most certainly, my darling' I turned on my tummy 'you can do anything you want to me. Just don't leave inexplicable marks...'

'Anything?'

She reached over between my legs and grasped my balls, still lying beside me, her eyes level with mine.

'Yes'

She squeezed my balls hard, very hard.

'Anything?'

'Yes' I whispered

She was still holding my balls as she knelt behind me. She tugged them backwards, squeezing even harder and simultaneously smacked my buttock very hard with her other hand.

'Ow' It smarted.

'Anything?' her voice more commanding. I raised my bum, arching my back, feeling wonderfully vulnerable, offering myself to her.

'Yes!... please....?'

'Good'

I felt her breath on me, then the tip of her tongue playing on the tip of my cock. Then she was licking the length of it, up to my balls. Then her lips on my scrotum. She sucked one of my balls into her mouth, and my body jerked involuntarily

'uh'

I felt her tongue rolling around my ball, the feeling was indescribable. Then she sucked, and it ached. Then she had sucked both into her mouth and was rolling them and mushing them about, making me twitch and shudder. I moaned. She stopped.

'please don't stop...' I hissed.

She laughed and began licking between my balls and bumhole. Then around it. Oh god this was wonderful. Then her tongue went inside me. And out. And in and out. I felt her hand on my penis and balls, somehow tugging, oh god her tongue was so deep and I pushed back, her face was buried in between my cheeks, I was open, available and my body was hers.

She came up for air.

'I am going to fuck you' she said. She didn't ask, she just said it. I liked that. I really liked that.

I felt her fingers in me again, felt her dribble more saliva in.

'keep it open' she ordered. I relaxed. 'good girl. You have a beautiful cunt'

'Stevie?' she whispered. 'I've never done this before'

'Neither have I...properly...please..please fuck me!' The only other time was with someone with such a small dick I didn't even notice. I was sure I would feel every inch of Penny's hard rod and wanted so much for her to fill me. I felt her glans at my hole, pushing. I relaxed and felt it going in, slowly.

'oh god, Stevie!'

It went in, further. There was a slight release of pressure. The end was in. I pinched, then relaxed again.

'oh my god!' that was Penny. I just moaned a little. She pulled out a little, then back in, then out, then in. Her breathing was fast and she held my hips. She leaned forward so our skin touched, her tummy on my back.

'Please' I said 'don't stop - deeper...'

I heard her working up more saliva, which she dribbled down to where it was needed. Then she pushed some more, and I pushed back. It slid in more, and more. She pulled out, a little, then in further. It was so tight, stretching me. She lifted one knee up at my side, the other still between my legs.

'....deeper....' I said '....please?'

I felt her inside me, pushing. I relaxed so my whole body was open to her. I wanted that penis in my stomach. I wanted her to use my body, consume it. It slid in further, I felt the heavy veins of her full hard penis rippling into my sphincter and then I felt her balls on my buttock and knew that was all I was getting. Then out a little, and back. Pushing, grinding. She was mashing her own balls against my bum cheek, making little cries. The out, and in, sliding, easier, and faster. I gave myself up to it. Sensations of full, and gone, pushing, penetrating, deep, and full, oh please don't stop, use me, fill me, abuse me, take whatever you want from me, just don't stop - was I thinking this or shouting it out? I didn't know. I was moaning, so was she. She stopped, thick and stiff deep within me.

'I don't want this to end' she said, panting a little.

'nor do I'

She pulled out, a little, moving her leg back behind me, and pushing my hips down so I was flat and she laid, her whole body touching mine. I felt her nipples below my shoulder blades. The angle was... different. She tried a few thrusts.

'I don't think it will work like that, you're not in deep enough' I complained. I rolled backwards, bringing one knee up, and she did the same. Her arms were around me, I felt her breasts at my waist, and she fucked me slowly and sensuously. I felt her end pushing against my prostate, and my penis, which although slick with precum had lost its hardness, perked up a little.

'that hits the spot' I said.

Penny started masturbating me, slowly, as she fucked me, slowly. Was I in heaven?

'Penny, cum in me?' I wanted her so badly. I wanted him so badly.

She started longer, deeper thrusts, and wanking me harder. I stopped her hand and moved it.

'No' I said, 'just you...' I wanted to feel like a woman, and to concentrate on the exquisite sensations Penny/Pete was giving me. His hand moved up to where my breasts should have been, cupping my bra, then slipping inside to hold my chest there. He pinched my nipple.

'Yes' I said. 'Yes, harder' He put both his hands around me to hold and pinch and play with what little I had, and thrust harder and deeper in me. And faster, urgently, faster, deeper, his balls slapping against me, my body fully open and wanting him.

'Oh, Penny!'

'Stevie... oh..' He gave a final deep thrust and held it as I felt all of him to begin to jerk. I pushed back as hard as I could, wanting him deeper and deeper, wanting his cum inside of me.

'oh, oh, Stevie...' He pulled out a little and I felt wetness, he pushed his thick hard cock back in me, jerkily, flinching, still cumming, and again, groaning, holding me tight, and pushing as hard and as deeply as he could he was there, tense, for a long moment, filling me, fulfilling me.

'oh my god, Stevie, oh...' He relaxed, but still was not done, relishing in the feeling now of sliding slowly in and out of the slippery wet openness that was my body I had given him to use, to enjoy, to make real for me.

He held me like that, closely, lovingly, for a very long time as I felt his erection slowly subside inside of me.

'Pete, I love you' I said. I meant it. 'And I love Penny' I added. I meant that as well.

'But don't ever cut it off, please?'

'Don't worry' he said 'I enjoyed that far too much'

'I want to suck you clean' I said. I wanted to taste his cum. I think I had wanted to taste his cum since I had thought of him in the shower.