Cuckold story......Transformation.....Part3

Phil called the next day, asking for a
second date. She agreed, gave directions
to her "apartment", and confirmed a date
for Saturday, five days from now. "I'll pick
you up at 7, and I can't wait to see you
again" were Phil's parting words. If he had
wondered about how sexy Tina aka Betty
sounded it might have been explained by
my mouth on her breasts and cunt while
she sat, spread legged, talking to him,
while her free hand directed my mouth to
this place, and that place, and she hung
up just in time to not telephone the sounds
of her orgasm.

Later she reminded me, "don't forget I'm
meeting Paul tomorrow night".

Tomorrow night came, and I got a kiss
good-bye as she went to have a take with
Paul.

Two hours later she came back, smelling
of cigarette smoke, lipstick a bit
smudged.

A few minutes later, again in bed, I heard
of Tina's meeting Paul, a handsome man,
a light skinned black man, the
manufacturing executive being transferred
to Dallas.

Tina started out sitting across from, then
beside him at the Smithtown Sheraton
lounge. She told me of his arm around her
shoulders, and a kiss, and another, and
what it's like to kiss a man with a beard.
She talked of how he suggested since
they were getting along so well, that they
might take a room "and get to know each
other better" and how she declined and
started to leave. Of how he asked if she'd
go out with him again, and apologizing for
being so aggressive, and how she said
"maybe" and how she gave him her "Home
phone" number. Of how she came home,
and was horny and how I'd better do
something about that, and how I started to
do something about that only to have her
phone ring, it was Paul calling to be sure
she got home, and could they go out
again, and how she agreed to see him
tomorrow, and how she gave him
directions to pick her up.

My wife was a very different permister in bed,
now, much more active, much more
responsive, especially when she told me
about her planned date with Paul. "This
guy is a fast mover. I wonder if anything
will happen tomorrow. . ." she muttered, as
her mind focused on that thought while
mine, well, mine focused on that thought,
too.

The next morning, the morning of her
second date with Paul, she awoke to find
her cheeks reddened from being abraded
by his beard. "I look awful!" she claimed.

Her date was for 7:30. I sat on the bed,
watching as she chose a modest skirt and
blouse, got that on over a bra and half slip,
used lots of make-up on her cheeks,
dabbed perfume everywhere, and asked
"Do I look all right?"

I watched as a late model Buick pulled up,
and Paul got out, and walked around the
house to the apartment door.

I could hear that door bell ring, and in a
few minutes watched Paul and Tina leave
the house.

I did some things around the house,
waiting, alert, until hours later the same
Buick pulled into the driveway.

Tina and Paul returned from their dinner.
Would she invite him in?

Maybe: he opened the car door for her.
She stepped out, and he took her into his
arms for a kiss, but I saw her shake her
head no, and took his hand, instead, and
started around the house to the apartment.

I got to our bedroom, and activated the
monitoring channels. I looked into the
living room in time to see her bring a
couple of glasses of wine in from the
kitchen, and hand one to Paul. He sat on
the sofa, and she sat next to him.

Paul's wine was finished quickly, Tina was
going slowly.

One of his hands went around her
shoulder, the other to her cheek, turning
her head turned toward him, and he
leaned towards her: a gentle kiss. It was
so sexy, watching still another man kiss my
wife, thinking she was single and
available. Well, he was half-right anyhow.

But - she pushed him away!

"Don't do that." The audio monitoring was
as good as being in the room!

"Don't kiss you? What kind of bullcuckolds brownie is
that?"

"My face got all irritated from your beard
last night, Paul. Look at how red it is. Your
beard is too rough for me."

He started to get up, only to have her pull
him back.

"Paul, don't go. I just don't want you to kiss
my lips, that's all."

His hand went to her cheek, then to her
throat, and hers covered his as it
meandered.

"But are you saying you're off limits?"

"No.. . . "

The hand on her throat moved lower, until
it was caressing her breast.


". . .I don't know," she answered, not
stopping him.

She *didn't* stop him!

"Good girl" I thought. "On course, on time."

He got off the sofa, and knelt in front of
her, leaning toward her, over her knees.
She sat, arms at her side.

His hands went to her shoulders, to her
neck, and then met, under her chin.

His fingers were at the buttons on her
blouse! There was certainly nothing subtle about
him.

"Wait," I heard her say, and his hands
dropped.

She stood, turned off the bright recessed
lights, and turned on a smaller table lamp,
setting the stage.

"That's better," she said,

and sat down again.

Again his hands went to her blouse.

She leaned back on the sofa, but didn't do
anything else to discourage him.

One button, and another, and another, all
gave way.

He tugged at her blouse, and she leaned
forward so it could be pulled from under
her skirt.

Now the final buttons were open, and he
reached again, hands around her, she
leaned toward him, he got his hands on
the neckline of her blouse, and opened it,
wide, to her shoulders. She cooperated by
leaning forward, her arms still by her
side, and allowed him to slide the sleeves
down her lovely arms. She helped, and
pulled her arms free of the blouse.

His mouth moved to her neck, and then,
her cleavage. She sat, leaning back
against the sofa, passive, but seemingly
enjoying the sensations.

"Is my beard too rough for this?" he asked,
gruffly.

My own erection was massive, but I dared
not move, my eyes were fixed on the
monitor.

"No. . ."

"Sexy, not rough," she said to the top of
his head as he nuzzed her between her
breasts.

He moved back again, his hands meeting
at the clasp of her bra, between her
breasts. And he fumred, and fumred with
it. Damn! How clumsy can this guy be?
Hurry up, already!

Finally, in a moment, it was undone,
leaving her bra open at the middle,
supported by her breasts.

His hand moved up and took one side of
her bra.

"I want to see them."

He lifted one cup away, exposing her. He
repeated the maneuver a second time, and
his hands moved to her shoulders,
brushing the straps down her arms. She
leaned forward again, and pulled her arms
through the straps, and sat back again,
breasts exposed, nipples erect, arms at
her sides, as she looked over his shoulder
at the hvac vent, the camera, and right
into my eyes.

I watched him as he, kneeling in front of
her, looked at this woman, passively
sitting there, waiting for him to do
something, waiting for - something more?

He moved up, again, hands resting on
either side of her legs.

"Betty," he said, "don't expect me to be a
gentleman with you. . ."

"Don't hurt me, Paul."

I knew it would happen. She leaned back,
he followed, his mouth traced down to her
neck.

And moving again so he was no longer
kissing her neck, but her shoulder.

She was leaning forward again, lifting her
shoulder, making it easier for him.

His head moved, from her shoulder, down,
and I watched as his tongue traced out
along the wonderful swoop of her breast,
until it was teasing her nipple.

She put a hand under that breast, and
lifted it to him, while the other went behind his
head, pulling him to her, so now as much
as her breast as could fit was in his mouth.

"So it's Ok for me to kiss your tits, huh?
That's ok for a BLACK man to do?"

"It has nothing to do with your race - it has
everything to do with how rough your
beard is. How can I prove that?"

"Oh, I'll think of something," he said, as he
nursed at one breast, then the other,
kneeling in front of her, as she sat back,
her hands again behind his head, holding
him to her.

While my hands were slow-stroking my penis.

He moved a little, and now his mouth was
between her breasts.

She had a sexy smile on her face, as he
enjoyed her body.

He moved again, his mouth and tongue
still offering homage to her cleavage.

And then his hands were on her knees,
parting them, so he could kneel between
them, still kissing her.

She sat back passively, allowing him
freedom.

He moved higher, so he could kiss her
neck.

His hands, moved from beside her hips,
where they had been supporting him, to
her waist, touching her.

To the hem of her skirt.

I watched as his fingers hooked, and
jerked down, moving the hem down an
inch.

The movement stopped, stopped by the
swelling of her hips.

"Come on now, you have to cooperate," he
said.

Her own hands moved down to the side of
her skirt.

"I will," she confirmed.

And there was a motion, as she released
the clasp.

And there was another subtle motion as
she released the zipper.

Now he could pull the skirt a few inches
lower, down to her hips, exposing her
navel.

But no further - she was sitting on her
skirt.

I saw he had not only the skirt, but the top
of her panty hose, too.

He pulled a little more.

"You have to lift up, Betty."

Sweet Tina, ex-nun Tina, married Tina,
acting the way she thought Betty would
act, put her feet on the floor, tilted her
pelvis and lifted her hips, so that he could
pull some more, and I watched as the skirt
and panty hose moved over her hips.

The bundle of material went lower, to her
knees,

and then he was pulling the hose from her
feet.

And she sat there, nude, knees a few
inches apart., again sitting back.

He leaned over her knees, until, again, his
mouth found her breast.

And in a moment, moved lower.

His hands moved from the sofa, to her
hips, to her thighs,

and he parted her legs again.

He was kissing her navel, and I watched
as she leaned further back, and opened
her legs.

I watched as he moved lower, and traced
over her leg, and towards her center.

"Lift up, let me do this!"

And I saw her arch herself, supported only
by her back and her feet, his head
between her legs, and knew his mouth
had found her!

And used her, and she him, for minutes!

"Why is it? ", I wondered, "does everyone
what to go down on Tina?"

She moved, not letting him stop, until she
was prone, and he was ministering to her
from the side. Her head was to his left.

I watched as he knelt upright beside her,
and looked at her, in front of him.

I watched as he put one hand under her
left knee, and lifted it, so that her leg went
up and rested, its calf on the backrest of
the sofa.

He pulled at her right leg, until that foot
was resting on the floor. Now she was totally
exposed - her eyes closed, but both her
mouth and her vagina was open!

He took her left hand which she had
resting on her stomach.

Moved it, over her pelvis, down.

He guided her fingers there. "Put your
fingers where my tongue was!"

She resisted a little, but then both his
hands were busy - his right hand's fingers
were probing inside her, his left hand was
guiding hers, powering hers, to do the same
thing!

Tina was flushed all over her body, as he
guided her fingers into her vulva, moving
them against her clit, pushing them deeper
in her.

Her body was moving a little against her
fingers, and his, as she masturbated
herself, and was masturbated, at the same
time, and my own hand was busy, too,
milking myself, as I watched, enjoying the
show, waiting for more. . .

I watched what seemed like forever,
seeing a convulsion, and another, as her
body and mind responded to what was
happening.

"Just keep doing that!" he said, as he stood up.

She must have felt him move, her eyes
opened, looking at him looming over her.

"Keep touching yourself, get yourself ready
for me."

Her hand started moving again, her other
hand joined it, and both were busy,
exciting her, one spreading, the other
penetrating, while she watched him.

She watched him as he worked at his belt.

She watched him as the belt opened. . .

"Touch yourself while I show you what
you're going to get. . ."

He pulled his tie off, unbuttoned his shirt,
and peeled it off.

Her hands were moving again, against
herself, as she looked at him, and over her
shoulder to the vent, and again at him.

"Hurry" she whispered.

He kicked free of his shoes, got
unbuttoned, unzipped, and he pulled
slacks and shorts down, pulling one leg
free, and then the other, and left them
there on the floor.

All three of us were looking at his erect
penis, bobbing.

Her arms reached toward him, her left leg
climbed higher on the back of the sofa,
spreading herself wide, making herself a
welcome place for him, exposing herself,
ready.

He grabbed at both of her hands - pulled
them to her pelvis. "Hold yourself open,
guide me in!"

He moved onto the sofa, got between her
legs, leaned over her again, moving, and
shifting, he supporting himself on his
arms, his cock brushing at her cunt, her
breasts just touching his chest, as he
lowered himself, and she raised herself,
still holding herself open, and that erect
cock, incomplete without being in a vagina,
and that vagina, incomplete without a
cock, finally found each other. I could see its
head brushing against its target, and his
cock bending a little as he pressed
forward, as its head pushed against that
opening, and began moving into it, and
that cock, that vagina,

became complete.

He wasn't subtle at all - as soon as his cock's
head found its way he rammed in. He
wasn't even a good cocksman, the objective part
of me thought, remembering how I treated
women while I had sex with them. But my
own cock was bursting, and his did, too.
He was taking big, hard strokes, his shaft
between her hands, between her lips, him
moving with an urgency, an excitement
that was more like a teenager's, than a
man who had to be thirty, a teenager
whose only goal was to get off, to get the
release he wanted, as he pushed in,
injecting her, time after time, using her
willing vagina as he might have used a
tissue, a receptacle for his cock, a place to
leave his cum, pushing, intent on satisfying
himself, her pleasure was secondary, if that.

And it was over, over in just a few minutes.

His disinterest in her, after filling her with
semen, was amazing. He pulled out, still large
but flaccid, and sat panting on the sofa.
"You're pretty good" he offered, catching
his breath, while she lay there, a leg in his
lap, another behind him, as he
absentmindedly groped at a breast, and
probed at her vagina. "Let's do it again
sometime soon."

"Maybe," she said, watching him. Paul
was dressed and gone in fifteen minutes,
and a moment later my naked fucked wife
was in our bed.

"He wasn't as good as you, honey. He was
crude! That wasn't good sex at all - it
wasn't erotic for me, it was just like being
used. Do you think I did good? Was it ok
to masturbate the way he wanted me to? I
never did that for you. I must have excited
him been because he sure came pretty quickly,
didn't he? The only thing he wanted was to
have sex with me. . ." she said.

I was so horny, so erect, I could hardly
wait, even though I had masturbated
watching them.

"No, not yet," she whspered, as she felt me
trying to roll on top of her.

She put her hand on the top of my head,
pushing me away from her lips, down, past
her neck.

"Prove it's OK, what I did. Prove it like
before. Do that, first. . ."

I understood.

She was so wet from him.

So full of him.

Finally, after my own face was covered
with my saliva, her moisture, and his, did
she finally pull at my hair.

"Now."

"Get on me, now."

"Get in me, now."

"I won't ever go out with Paul again" she
said the next morning as we showered
together. "I want to feel sexy, not cheap.
Are you mad at me?"

I assured her I was not. I also assured her
she should be treated better than Paul
treated her.

That evening we found a message from
Paul on her line's answering machine.

"Hi, Babe. Look, I'm free for next weekend.
I'm going to Atlantic City with some
buddies. Come with me. I want to show
you off and show you some other things
you might like. I'll pick you up Saturday
morning, and get you home Sunday night.
There'll be me, two other guys, and you.
We'll have a good time. Give me a call!"

Talk about assumptions!

I listened as she called him at his office.
No, there'd be no AC with him, no, there'd
be no other dates. "Paul, I didn't feel good
about how we did what we did."

"What do you have against black men?"

I wouldn't have believed it if I had not
heard her say it. "Damn it, Paul, we had
sex! That's as much proof as you can get
that I have no problems with race, I do have
a lot of problems with the way you expect
me to go away with you and some other
guys."

He interrupted: "You just wanted a notch in
your belt for fucking a black -" and she
hung up.

"If this is what it means to date, I don't want
to do it any more."

I reminded her of how nice Phil was at
their dinner-date.

"Oh yeah" she said. "I do have that date
on Saturday with him."

By the weekend the abrasions on her face
and her breasts, caused by Paul's beard,
were pretty much gone, she felt better
about that.

Phil, mild mannered, funny, nerdy Phil,
sounded very safe - probably, we both
thought, not right for what Tina was
looking for. But, dinner at Marybells was
fun, she remembered, and another dinner
out with a man who could be "charming, at
times" - her words, would be ok..

"There's more to him than you'd think" was
how she remembered him. "First, he looks
really in condition - his clothes hardly fit
him, he's so big. And, he's really cute, and
funny. I do want to go out with him."

It was hard to remember that her first date
with him was only a couple of days earlier -
the Paul affair came and went since then!

Sure enough, the special phone rang that
evening, and sure enough, it was Phil.
Tina told me to listen in: well, voyeurs do
that stuff, don't they?

Yes, they decided, their first date was fun,
they both had a good time.

"I'm sorry you're going to be leaving Long
Island" he said, because I would like to
know you better." She hadn't told me she
went that deep into her story with him.
"Anyhow", he continued, "where would you
like to go Saturday? You could come to my
place instead of us going out," he
proposed. "I'll cook you a dinner."

That was almost an out and out
proposition!

Tina smiled at me, paused a moment, then
responded.

"No, Phil, I don't want to go to your place."
Of course not, how could I watch? "I would
like to see you, though." That was offering
him something.

"Tell you what: why don't you come here,
instead. We can go out for Chinese. Let's
keep it really casual. . . "

And the plans for Saturday were
confirmed!

The next day, Tina thought about the
informal evening she wanted with Phil, and
chose to wear a set of sweats over some
pretty panties and bra. When he rang the
bell, Tina was ready - he never got inside.
I never saw him. All of that changed in an
hour and a half, when they came back.

He was, Tina told me "A big strong smart
man."

The monitors were on and all systems GO.

The door opened, Tina led the way in, then
he followed. God, he was big - not really
tall, but wide shouldered. I saw what she
meant when she said strong.

She directed him to the sofa, and went for
refreshments. She got wine for herself -
"Water for me", he said, "like I told you at
dinner, I'm in training."

He got his water, she kicked off her
sneakers and socks, and sat beside him,
sort of sitting on her legs the way young
kids do.

He reached for her, but she interrupted
that with a question.

"Tell me about competing in bodybuilding,
Phil."

He sat back.

"OK. I love it: it's a great sport!"

"What's it like?"

"Well, we pose and show off specific
muscle groups, and try to impress the
judges.

"How?"

"There are poses that each of us do that
feature our strongest points. Usually it's in
an auditorium, in front of an audience, and
judges. We all shave off our body hair,
then oil ourselves so we look smooth and
sleek - it's a great show!"

"Is it, like, sexy?"

His eyes lit up, and he smiled. "I didn't get
into it for that, and it's not supposed to be,
but yeah, after a pose down, I often get
asked out on dates, or invited to some
woman's apartment."

"You mean, they want you for your body?"

"That's exactly right. They don't care that
this head has a brain. I'm a CPA during the
day, and sometimes just a body that's a
piece of meat at night! But, yah know,
sometimes it's nice to be treated like a
brainless piece of meat."

"Until tonight you only told me about your
day job!"

He explained. "Did you ever date someone
who just wanted sex? It's fun for a guy,
sometimes, but I thought meeting a woman
who was smart, and fun to talk to, like you
are, would be better than one who saw me
for the first time in a pose-down. And you
know what? I was right. I really liked the
date we had. It is fun talking to you.."

Tina turned even more toward him. "I
understand that, but I never met a body
builder before. You know, I'd like to know
about that."

"You mean, my competition routine and
stuff?"

"Yeah."

He laughed. "But will you respect me in the
morning?"

"Sure!"

"Then, so long as you cooperate, any time
you like!"

"I'd like here, and now. But wait, what do
you mean, cooperate?"

"Well, remember I do take this seriously.
Don't make fun of it, OK?"

"I wouldn't do that."

"I gotta get my posing tights from the car."

"You expected to do this?"

"Nah, but I keep a gym bag in the car all
of the time anyway. I'll run out and get my
stuff."

He left, and Tina faced the AC vent,
where she knew I was looking, and blew a
kiss at me.

In seconds he was back with a gym bag.
"Can I change in your bathroom?"

She pointed the way.

In a couple of minutes he came out,
wearing a pair of posing briefs -black, no
less, with his body glowing. He was built!
"We use just a little oil to make our skin
look good. It's absorbed, and won't make a
mess."

He carried a big towel, wiping his hands,
then spread it on the floor, and stepped
on it. "It'll help if you put on some music
while I loosen up."

She got Sara Brightman's "Time to Say
Goodby" CD going, while he did some
stretching, and some other moves, driving
his body to what looked like a healthy
glow, and a shimmer of persperation.

"OK. Here goes."

"Since you don't know much about
bodybuilding, I'll explain what I'm doing as
I go along."

"I just did some stretching and some
isometrics to get a 'pump' going - you
know, increase the red supply to my
muscles, and get warmed up. Now, watch
this."

He began his routine, in time with the
music.

He went from relaxed to "pumped" - what a
transition!

"This is how we demonstrate arm
development" he said, and showed biceps,
triceps, striking pose after pose, one arm
pressing onto the other, displaying
wonderful form, and shape, his arms and
chest bulged!

"Judges like my arms and back best."

He turned his back to her.

"I show lats like this. . ."

His back grew: broad, beautiful,
symmetrical, lats extended, tapering to a
very narrow waist.

"And stomach."

He turned back to face her.

Ripples, washboards, grooves - "When
muscles are isolated and defined like this"
- he stroked his abs - "we call them 'cut'"
he explained, making each muscle stand
out, as defined as could be. He was
standing under a recessed spot light, not
by accident, I was sure, so shadows made
him look even better. "We don't take
water for hours before a pose down so we
don't get bloated - even a couple of pints
of water makes a difference. . ."

"Legs."

Yes, he had those, too.

Tina sat there, mouth open. Me too. I
never saw a body like that!

"Sometimes when I do this I feel like being
a piece of beef in a market.

"But it turns out I'm a bit of an exhibitionist,
I guess. I always liked showing off.

"I often place in the top three here on the
Island in what's called the 'lightweight'
division. You can guess what the heavy
weights look like."

He moved into what seemed a
choreographed routine, moving from one
pose to another, his pace, and Sara's
music, were to the same tempo.

"And that's my hobby."

He stood there, sweating a little.

"Did you like it?"

Tina's mouth was open in astonishment.
"Oh, God, yeah. You look amazing. It's
kind of, ah, ah. . . "

"Erotic could be the word you're looking
for" he offered.

"Yeah, I guess so. I guess a lot of women
would want to, ah, ah. . ."

"Yeah, I know. If I date someone I meet at
a competition, it's I'm like some kind of
trophy for them. That's ok sometimes,
because they're like trophies for me, too."

"But, you know, you're different, Betty. I
actually got to know you as a permister. You
know more about me than those women
do. I liked posing for you."

He paused, considering something.

Finally, he spoke again.

"Come here," he said.

She got off the sofa, and went to him. The
temperature in the room was climbing,
now. Sara's music is sensual, he was
feeling its effects, moving a little to it.

"Here, feel this."

He flexed an arm, making muscles jump to
attention.

She touched, then squeezed it, both of her
hands couldn't encircle his biceps.

"Oh, that's incredible," she said.

She couldn't have noticed, but I did, that
he was getting an erection.

"Try the other arm."

She did that, too.

"Want more?"

"Oh yeah, I sure do!"

He turned his back to her.

"Try my back, then my chest and
stomach."

He was facing me, a small smile on his
face, as he moved into a classic Atlas
Holding Up The World" pose.

I knew she was touching his back. Then,
her hands were on his sides, and, as she
moved closer, they moved to his stomach,
one hand above the other.

His eyes closed, and he muttered "Oh, I
like that. That feels nice."

I watched as her hands moved, slowly, up
and down that torso, up over a massive
chest, then down again, over the ridges of
his abs.

She was staring at the hvac vent, knowing
I was watching.

"Don't worry about the lotion I have on my
skin. It comes out easily" he said,
standing upright now, arms at his sides,
swaying a little to the music, until he
reached behind himself, to her hips, and
pulled her closer to him.

She moved closer willingly, her hands still
moving, up and down. His eyes were
closed, he was enjoying this, a lot!

I watched that movement, until finally her
lower hand cycled to the waist band of his
posing briefs before it began up again.

"I love your touch" he said, and she
acknowledged that "I never touched a
body like yours."

Her eyes were wide open and focused on
the vent where I was watching, as the next
down cycle her hands went lower than his
waist band, and then up again. The bulge
in his briefs was growing now.

"I hope you're not going to stop that" he
muttered.

"Not yet" she said, as this time her lower
hand, on the downward swing, got to the
start of that bulge before it began up
again.

"I changed my mind. I don't want you to do
that," he said, "if it's going to stop with you
just teasing me."

Her hands were still on the way up, over
his chest now.

"Oh. So, is this teasing?"

Her hands went lower, one beside the
other now, until they found the evidence
of his erection..

And still lower, to his groin, and then, she
cupped him.

"That's teasing, if that's all that happens."

Her hands were moving softly, content to
touch, to excite him, and her, and me.

"Your body feels so hard, so strong. . ."

Talk about being open!

"It's nice, what you're doing," was his
response.

There was no rush, no hurrying, with them,
they were each - no we all three were
enjoying the sensations, the tactile
sensations for them, her touching, him
being touched, and the visual ones for
me.

He had been holding her hips, pressing
her into his back. He stopped that, and his
hands found her wrists, enjoying the
motions they made, and guiding them, as
her hands glided over the bulge they
found.

After a few minutes, though, he pulled at
those wrists, and his hands covered hers,
and lead them to his sides.

And then to the waistband on his briefs.

Somehow, he caused her fingers to slip
inside his waistband.

I watched as one of her hands traced
back, over his hip, under his briefs, its path
clear under the material.

Her fingertips slid along the waistband, to
his belly, and found hair.

"Oh, you don't completely shave, do you?"

"Uh uh."

He pulled her hand out, to his hip - once
again her fingers captured the waistband,
under his hands.

"Oh. Oh dear. You mean, there's more you
want to show me?" she asked, all kinds of
flirtation in her voice, as his hands
encouraged her thumbs to get under the
waistband.

"You bet there is."

She pushed down a couple of inches.

"Good, do that" he encouraged her.

She pushed some more, and I could see
the thatch of his pubic hair, now.

She pushed some more, lowering his
briefs. I saw more hair, then a shaft, and
more shaft, and more still -he was huge!
Tina couldn't know that, at least not yet.

Then that thing, that big thing, his big
thing, was free. Tina, from behind, pushed
a little more, until his shorts were at his
thighs. He took them, then, pushed them
lower, and lifted one leg, then the other,
through them, and dropped them to the
floor. He was naked now, and erect now,
and he was big!

He stood upright again, glistening, that
cock looking like it could reach across the
room!

"That feels much better," he said, as again
he stood there, still with his back to her,
"I'm glad you agreed to date me again."

"I haven't had that many dates in my whole
life."

Her hands went back to his hips, and his,
to her wrists, and he pulled her close,
against his ass.

"I really want you to touch me" he said.

He pulled her hands around his waist,
down his groin, guiding them, until both of
her hands were on his penis.

I saw the expression on her face change
as one hand went to its head, while the
other was around the shaft at its base, and
there were inches of shaft between her two
hands! He had to be nine or ten inches
long, and thick!

"Phil, there's a lot of you there!" she said
with a little alarm.

"It's bigger than most, and more fun, too.
Most guy's are smaller."

"Uh (she knew I was listening as well as
watching), yes. . ."

Maybe, hell! I'm an engineer, and can deal
with objective data!

Tina by now had two hands involved in
stroking him.

"Betty, this is a little unfair. I'm buck naked,
and you're not."

"Phil, I'm afraid of that thing - it feels too
big. . ."

"I promise I won't hurt you. But I'm still
naked, and you're not!"

"Does that mean you wanna get dressed,
or. . ."

"I choose the 'or'. I want to touch your
body, too."

He turned to her. Her eyes were drawn to
his cock - hell, mine had been, too. He
stepped closer, and his arms went around
her. It was an embrace, and their lips met.

It was a long kiss, long enough for his
hands to travel up and down her back,
from neck to ass. Then, his hands found
the bottom of her sweat shirt, and he
started pulling it up.

She broke the kiss, and stood there, arms
raised, while he pulled it higher and
higher, until her bra was exposed, and her
face covered, and then her face, now
flushed, was uncovered, too, and she
pulled her arms from the sleeves. He
tossed it away.

"What a pretty bra" he said, taking her into
his arms again.

"Phil, I'm afraid. . ."

He interrupted her. "Nothing is going to
happen without you wanting it to. You'll
see."

She stood, embraced by those muscular
arms, and didn't resist when his arms went
to the waistband of her sweat pants.

And he pushed down, over her hips, while
still kissing her, leaving her matching black
panties behind.

It was her turn to break the kiss. Her turn
to help by pushing her sweats lower until
they were at her knees. She bent down,
alarmingly close to that erect cock right in
front of her, and pushed them lower, until
she could pull one foot, and then another,
free of them.

"Now that's a nice start."

Tina was blushing, looking at this man in
front of her, equipt with as big an erection
as she'd ever seen.

Just standing there, in a skimpy bra, and
skimpy panties.

"You wore those for me, didn't you?"

Of course she had, but she was distracted.
This was only the fourth erect cock she'd
ever seen, and the largest - and she was
scared.

I loved the look of his penis as it touched
her belly, as they embraced again.

And loved watching my wife, kissing him.

"Betty," he muttered, around the kiss, "It's
really time for those to come off."

That idea excited me, a lot. I guess it
touched Tina in the right place, too. "Yeah,
you're right."

Another pause, as I guess she thought
about being uninhibited.

She pushed him away.

The music was still playing, as he stood,
one hand on his erection.

Her hands went to the clasp on the bra
between her breasts, and released it,
holding the two cups in place.

She turned her back to him.

"Help me."

He reached to the shoulder straps, and
she, with her shoulders back, and arms
back, made it easy for him to slip it along
her arms, and off.

Now her arms crossed in front of her, and
she turned, covering herself from his gaze.

"You know better than that!"

Her hands moved, slowly, revealing their
wonderful upper swell, then lower, until the
start of her nipples were visible, and lower
still, erect nipples now on display, and still
lower, until they found the hem of her
panties.

"That's the idea!"

He knelt in front of her, and helped, and
watched, as her thumbs went inside the
hem, and pushed down, over her hips,
helped by his hands, displaying the start of
her own pubic thatch.

He, holding her hips, pulled, buried his
face in her belly, then released her.`

The movement of those panties continued.
lower still, until they were a band, pausing,
just blocking his view, and mine, but then,
the band was lowered , showing him,
showing me, what we both wanted, and
still down, down her legs, until she stepped
out of them, too. Now there were two very
naked people in the apartment, and one
voyeur with his own cock in his hand.

"You're beautiful" he said.

She stepped away. "This is a bit like the
first time I went to the nude beach on Fire
Island, and let guys look at me" she said,
smiling, blushing, head tilted, arms behind
her back, legs a little parted.

"I don't go there, but there must be some
big differences," he said. "Here, maybe
you've noticed, we're alone."

"I noticed."

"And I'll bet there's not a lot of touching on
Fire Island, but you were touching me."

"I noticed that, too."

"And usually, on nude beaches, there's not
a lot real sexy stuff going on, is there?"

"Not that I noticed."

"But there is some going one here, isn't
there?"

"I did notice that."

"I know you noticed that you did this to
me."

His hand dropped to his cock, he grasped
it. There had to be four inches extending
beyond his hand!

"Yes, I did notice that," she said. "Phil,
you look too big for me. I hope you'll be
happy with just touching and kissing. I
promise not to just tease you. I'll help you,
uh, uh, get off and everything. . ."

"Don't worry, I promise nothing will happen
that you don't want to," he replied.

"I hope not. Come with me, where we can
be more comfortable."

She took his hand, and lead him to the bed
room.

I switched from one camera to the next
one.

She had pulled the covers from the bed.
Soon he was laying there, on his back -
erect cock standing at attention, his hands
behind his head. He was impressively
muscled, just laying there. Impressively
cocked, too.

Then there were two bodies in bed.

"I'm afraid that would hurt, but we'll touch
each other, ok? I'll try to please you," she
said.

"We can start with that," he agreed.

There was a kiss, their bodies touching.
The camera was showing me her back,
and I saw him pull her leg over his hip,
then his hand traced down across her ass,
until it reached between her legs. I could
see him stroking her.

She had a hand between them. I'm sure
she was stroking, too.

Her hips were making small thrusts against
his fingers. He was taking his time,
enjoying every moment. Too bad he was
so big she wouldn't let him in her.

There was motion - he was sliding down
on the bed, now his head was at her
breasts. I guess all men like to do that!!

I heard her say "I can't touch you when
you're like that. Move closer, so I can, I
want to make you feel good, too."

She wanted to masturbate that big thing!
Or go down on him. I wanted to see that.

He changed the rules. "Try something,
instead. You be in control. Come on, get
on top of me." He lay still, on his back.

In a minute she was kneeling beside him.

"No, on me!'

He sat up, actually took her waist and lifted
her 110 pounds, so that when he lay back
down she was over him, on her knees.

"Come on, just sort of squat over me. Put
your hands on my shoulders."

I saw her get her knees beside his hips,
and kneel across him, kneeling tall, spread
out, eye to eye with him, then bending
forward, her breasts brushing his chest. .

"Oh oh" she muttered as his cock began
pressing against her, his hand guiding its
head, back and forth, again and again,
across her stomach, to her pubic mound,
as she suspended herself there,
supporting herself, poised over him.

In a moment she moved, tilting her pelvis,
so that he could guide its head along her
vulva, instead of her pelvis. I'd never seen
a sexier thing, her, with her hands on his
shoulders, her back bent in a forward
curve so her vagina was "presenting" itself
to him, her feet beside his hips, and knees
not too far from her elbows. Sounds funny,
I know, but it was anything but laughable.

"That's the idea. Does that feel good?" He
was stroking his penis's tip long those lips.

"Oh God yes, but don't move, that'll tear
me apart!"

"I'm not moving. Just lower yourself a little
now."

I was watching as she moved down a
little. I saw his penis's head stroke down
between her legs, and forward again, and
back a little, where he stopped its
movement.

"Still nice?"

"Oh yes. . ."and she moved a little lower.

I saw that he wasn't moving the head of his
cock too much anymore, it was just at her
vulva, and maybe, just maybe, parting her
lips.

"You feel really warm, and wet" he said,
and we both saw her face, red with
excitement, as she moved a little more.

He had one hand holding himself erect,
the other, now, obviously stroking her
clitoris.

Tina's face was covered with sweat, I
could see small jerks along her body, and
her hips.

And then, I couldn't see the head of his
penis anymore.

Tina's expression was priceless! Mouth
open, face flushed. I knew what caused
that!

Phil, true to his word, stayed still.

"It doesn't hurt, does it?"

"God no. At least, not yet! But you're
spreading me so wide. . ."

Her hips were moving up and down a little
- maybe an inch or two. She was actually
fucking him!

"Take more of me - it'll be a little easier
now!"

He held his arms toward her, and she held
them, supporting herself. She squatted
almost upright, her feet beside his hips,
knees bent a lot, her mouth opened, and
lowered herself. Another inch disappeared,
but there was a lot of penis still visible.

Tina was covered with perspiration now,
still moving up and down on him, getting
more and more excited, more ready for an
orgasm, fucking the top two or three
inches of that cock.

"Oh - it's so thick. . .but it isn't hurting me,
not yet. . ."

Phil helped excite her even more. "I want
you to think about this. When you're done
fucking me, I'm going to roll over."

"And then what?" she panted.

"And put you on the bottom."

Her motions were a little larger, now.

"What are you going to do. . .?"

"Spread your legs, maybe put them on my
shoulders"

Her little oscillations, up and down, went a
little lower, she made another inch of his
cock disappear into her.

"You're spreading me so wide. . ."

Phil said "You'll know what it's like to be
fucked by a big cock."

Tina moved down more, skewering herself
on him.

And stopped with a gasp and a shutter. His
cock and fingers finally stimulated her to
an orgasm.

She lifted up, back arched, then sagged
down, taking more of him into her. Then,
finally, her legs moved, and she was no
longer squatting, but laying on him,
lowering her mouth to his. He did it: he got
her to take it all!

"I can't believe that whole thing is in me! I
feel you so deep, and so thick, and even
though you're being still I can feel it
throbbing and pulsing in me. . ."

"It is, and it feels good there!"

And their lips touched, not that that
mattered, anymore.

She was moving up and down, cautiously,
enjoying the sensation of that big cock in
her.

Finally Phil said "That part was for you.
This part is for me."

He wrapped his arms around her, and
rolled, so that he was on top now, just as
he promised.

"I don't mean to sound corny, but staying
still like that was hard. . ."

"This isn't the time for jokes. . ." she said.

But by then he was withdrawing, and she
was concentrating on the sensation of that
long thick cock moving in her, out of her,
creating a vacuum, sucking. . .

They were both looking between them, and
I could see, too, as his erection moved out,
glistening, wet, wet from her, went from
spreading her, from being in her. . .

I watched the muscles on his body tense,
as he positioned one of her legs, then the
other, up, so that they were along his
torso, on his shoulders, and he moved into
her again. . .

That position allows the deepest
penetration - her "Ohhh!" confirmed that.

The thrust rocked the bed.

And he thrust into her, again, and again.

Her eyes were closed - mouth open - arms
holding his hips, but not stopping him.

"Tina, watch down there when I fuck you"
he commanded.

I saw her head lift, so that she could look
down, and we both saw that rod moving in
and out, hips flexing, her hands on his
chest, feeling him move in her.

"I've got some bad news for you" he said
after a few minutes - they had been in
bed, having sex, for what seemed to be a
long time..

My wife, under him, fucking him, now
enjoying each movement, asked "what's
that?"

"When I get close to coming, like I am
now, I get hotter, and longer, and thicker."

"Good." Then, she was silent,
concentrating on the sensations.

"Can you feel it?"

"I can!"

"I can't hold back much longer. . ."

"Good, don't hold back, you can come.. . ."

"Put your hands down there. . ."

She did.

"Spread yourself for me, touch me . . . . ."

She was doing that. I could see that she
was excited by the idea, her hand was
moving in time with his body, and then she
said "I can feel it getting bigger. . ."

Each movement exposed and then
concealed his glistening shaft, his balls
were slapping against her, and his motions
became stronger, the bed was rocking, as
his hips flexed, until he went rigid - deep in
her "I'm sorry, I can't hold off anymore,
you're too exciting - feel me come!"

"I can - I do - it's. . ." and she shuttered,
bucking for a minute.

He was still, not moving, just pressing into
her, for those moments while he filled her,
pumping into her, satisfying himself,
releasing himself.

He began making a few gentle motions,
pushing his deposit deeper, continuing for
a gentle, almost a loving few minutes, then
stopped, still deep insider. Finally, he
rolled off her, trailing moisture, trailing a
thread of what he put there, white,
stringing from the end of his cock.

He lay beside her, muscles still enlarged,
but his penis laying across his leg, no
longer 'cut'.

Moments passed as they recovered. She
rolled on her side, facing him: "You're an
amazing man. . ."

Her hand went to, and found, his penis,
and began stoking him.

Until, finally, he muttered "I know you told
me you're leaving Long Island. That's too
bad, I like spending time with you."

"I know, but that's just the way things are.
You've given me a nice memory. And I
think I'll be sore for a couple of days, too."

Her hand on his cock was working - it was
growing erect again, still soft, but
noticeably bigger.

She sat up - began leaning towards him -

"No, don't do that now, not after I was in
you. Just touch me. . ." he pleaded.

"The only thing on your penis is what I put
there", she said, leaning over still more.

In a very short time that cock grew again. .
.

"Do you want to be in me again. . ."

"No, just do that. . ." and the touching was
successful - this big strong gentle man's
cock throbbed a few times, the ejaculant
just appearing on its end, not in spasms,
not spraying out, as he must, in her.

Tina lay down next to him again.

His cock, still in her hand, began
shrinking. . .

"Can I spend the night? I'd like to wake up
with you. . ."

"Phil, you'd only make my life complicated.
. ."

"I understand. Let me stay a few minutes,
then I better go. . ."

"Yeah, that would be best."

The few minutes turned to a half hour, until
he finally sat up, bent over, and kissed
her.

"Thanks, Phil. You've been really nice."

He left the bedroom, and in a couple a
minutes came back, dressed, carrying his
gym bag.

He bent over her, kissed her. "Bye, Betty.
Thanks, and good luck. Call me when you
come back to visit. The offer of another
dinner and the next morning's breakfast is
still open."

He kissed her again, and left.

She got out of bed, saying to the vent "Let
me make sure the door's locked. I'll be
right there."

In a minute she was with me in bed.

"Come here, big guy" she commanded.

I climbed on board. God, she was loose.

"It's going to take a while before I shrink.
Did you see how big he was?" she wanted
to know.

We agreed it was big. Really big.

"Now, if I wanted to repeat with somebody,
I'd think about him" she said. "He's nice,
and sexy, too.. Maybe - " she was moving
against me now -" maybe sometimes when
you're doing this I'll think about him, and
you can think about him doing me, too. . ."

Yes, we had a mutual orgasm!

Phil's performance shared our bed for the
next few months - and Tina became a
much better lover. Her hands, her mouth,
everything was a tool for pleasure.

Then, at my suggestion - it was accepted
easily - Tina started doing something else.

About every three months, Phil gets an
email from 'Betty'.

You only need to read part of the message
she leaves.

"Phil, it's Betty. I'm going to be on Long
Island on business, and will be staying at
the Smithtown Sheraton Tuesday. If you're
free, drop me a line. I'd like to see you."

He always responds, she always sees him.
Except now, he spends the night with her
at the hotel, and leaves by 8 AM so he can
get to his office on time.

Checkout isn't until noon.

Neither Tina nor I get to work before one.

And that's how transformation works.

Ok, that's it for this story. Let me know if you want any more of his stuff. I've got several more.

Hi Fred Jones, very great story. I love these ones.

Please write some more...

is it just me or is this really difficult to read with all its stupid little half lines?

Fred,
Great stories, please carry on. I like the long ones (who says size doesn't matter).

Drop,
Copy and paste into Word. Replace all the real para endings with something unique. Then replace all the other para endings with a space. Then replace the real paras back.
Para = ^p. The real paras are thus ^p^p. Experiment.

Great stories

please more... brilliant.. love the slow build up...

Okay, I've got a few more of his stories. Let me know, though, do you want another long story next or a shorter one?