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From: tonytony3@juno.com
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Subject: {ASSM} tonytony3's "Transformation <revised>" 3/3, a wife watching and sharing story
Date: Tue, 15 Feb 2000 15:10:06 -0500
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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 drink with  
Paul.  
  
Two hours later she came back, smelling  
of cigarette smoke, lip stick  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 person 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 drive way.  
  
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 bullshit 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 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 foreword, 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 fumbled, and fumbled with  
it.  
  
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 it 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, and me.  
  
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, 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?"  
  
"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 stroking my penis.  
  
He moved a little, and now his mouth was  
between her breasts.  
  
She had a  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, 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. 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, forcing 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.  
  
"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, found each other. I could see his  
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 - as soon as his cock's  
head found its way he rammed in. He  
wasn't 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 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.  
  
And it was over, over in a few minutes.  
  
His disinterest in her, after filling her with  
seman, was amazing. He pulled out, 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 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 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 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 that's 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, nurdy 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,  
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.  
  
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 blood 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 drink  
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 person. 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.  
  
If you got this far and liked the story, send  
me a line.   
  
  
tonytony3@juno.com

-- 
Pursuant to the Berne Convention, this work is copyright with all rights
reserved by its author unless explicitly indicated.
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