
Ben and Karl are best friends.  One day Ben comes over and finds his best
friend dressed in panties and a bra.  Can their friendship survive?  If so,
what happens next?

   m/m



   I opened the door and ducked my head into the house.

   "Hey, Karl, are you here?" I yelled.

   I waited but got no response.  I didn't know why I even bothered to
yell. Karl was going to be up in his room with his iPod blasting in his
ears as usual.

   I walked into the house and headed up to his room.  Karl and I had been
best friends since first grade and he'd told me a long time ago to not
bother knocking and just to come in.  Even after seven years, I still felt
a little weird doing it.

   I climbed the stairs and walked down the hall to his room.  When I came
to his door, I froze at the sight in front of me.

   Karl was wearing his iPod, like I expected.  It was the silk panties and
the training bra that blew my mind.  I stood there watching my best friend,
dressed like a girl, dancing around his room.  I didn't know what to do. 
He had his back to me and I thought about sneaking out of his house, but I
couldn't get my legs to move.

   He had his eyes closed as he danced and when he turned around I could
see he had make-up and lipstick on.  This had to be a joke or something.  I
just didn't get it.

   His long, blonde hair bounced in his face as he danced.  His hands slid
down his skinny body as he twisted and turned.  I still wanted to sneak
away but I couldn't take my eyes off of him.  There was something magical
about the way he looked while he danced.  He looked so free.

   The song he was listening to must have ended.  He stopped dancing and
wiped the sweat off of his forehead.  He opened his eyes and saw me
standing in his door.  We both stood there, his crystal, blue eyes staring
into mine.  I watched his eyes get so big I thought they were going to pop
out of his head.

   He suddenly jumped forward, grabbed his door and slammed it.  I just had
time to get back or the door would have smashed me in the face.

   "What the hell are you doing?" He screamed from behind the door.  "Get
out of my house!"

   "Karl, what the hell, man?" I asked.

   "Ben, get the hell out of my house right now.  I hate you.  I never want
to see you ever again!" He screamed.

   Not know what else to do, I turned and made my way out of his house.  I
went home and went right to my room.

   When I came down for dinner my dad asked if everything was okay.  He
said I was really quiet.  I told him it had been a weird day was all. 
Weird, yeah, there's the word for it alright.

   ***



   That night, I lay in bed watching the minutes tick by on my alarm clock.
I just couldn't get the sight of Karl out of my head.  I'd known him most
of my life and he'd never even given a hint about anything like this.  I'd
stayed the night tons of times and he'd always just been geeky, old Karl.

   Had he always been like this and just not told me?  Was this some new
phase or something?

   I wished I'd never gone over there.  I wished I hadn't stood there
watching him.  Watching the way his hair bounced around his face when he
danced.  Seeing the way the lipstick made his already puffy lips look
bigger and softer.  Or the way the silk panties clung to his ass.

   I felt my penis harden as I thought about Karl.  I couldn't believe it.
I was thinking about best friend, dressed as a girl and it was making me
hard.  What the hell was going on?

   ***



   The next day as school, Karl avoided me.  Every time I walked up to him,
he turned and ran off.  In the two classes we had together, he made sure to
sit as far away from me as possible.  I was surprised by how much his
avoiding me hurt.  I wanted to cry.  I wanted to yell.  I wanted to smack
him upside the head.

   After a million years, school finally ended.  Normally, we'd meet by the
football field and walk home together.  I waited around for a few minutes,
hoping Karl would show up and everything would be okay again.

   He never showed.

   I walked home, my shoulders slumped, staring at the ground.  It felt
like the time my German Sheppard, King, had died.  I felt like a piece of
me was missing.

   I got to the corner of Coronado and, instead of going home, my feet took
me to Karl's house.

   I stood outside the door for a few minutes, trying to work up the
courage to knock.  I couldn't do it.  I turned to leave when the front door
opened and Karl's mom came out.

   "Hey, Ben, how're you?" She asked.

   I shrugged and said, "Okay, I guess."

   She looked at me a moment before asking, "Did you and Karl have a fight
or something?"

   "No.  He's mad at me about something but he won't talk to me and tell me
what I did," I lied.

   Karl's mom laughed and said, "Sometimes Karl can be a little bit of a
drama queen.  Why don't you go on inside and talk to him?  I have to go in
early tonight so I left money for pizza if you two want to order some."

   "Thanks, Mrs.  Jackson," I said.

   "Bye, sweetie.  Everything will work out, you'll see," she said walking
over to her car.

   I took a deep breath and walked into the house.  I looked in the front
room but Karl wasn't there.  I trudged up the stairs and headed towards his
room.  I stopped in the hall, out of sight of his door, afraid to continue.
What would I do if he was dressed like a girl again?  I felt my penis stir
at the thought of him in those panties.  I tried to shove the image out of
my head but it just wouldn't go away.

   Adjusting my now hard penis, hoping he wouldn't notice it, I walked into
Karl's room.

   He was lying on his bed, staring at the wall.  He didn't even look at me
when I walked in.  I walked over and sat down on the end of his bed.

   "Hey," I said.

   After an eternity, he whispered, "Hey."

   "So," I said, "your mom left money for pizza, do you want me to see if I
can hang out for dinner?"

   His eyes slid away from the wall and met mine.  He stared at me before
asking, "Do you want to?"

   I shrugged and said, "Sure."

   "Okay," he said.

   I called home and got permission to stay but I had to be home by eight.
We ate pizza and watched some dumb reality shows.  For a few minutes
everything was back to normal again.  I felt like a ton of bricks had been
lifted off my shoulders.

   It was closing in on eight so I told Karl I had to go.  I headed for the
door when he called my name.  I turned and he was staring at me, his eyes
boring into me.

   "Please don't tell anyone," he said.

   I met his eyes and said, "Karl, you're my best friend in the whole
world. I'd never do anything to hurt you, man."

   His lip quivered and tears spilled down his cheeks.

   "Thank you," he said, sobbing.

   I walked over to him and pulled him into my arms.  He wrapped his skinny
arms around my waist and cried into my shoulder.  It felt weird and awkward
to stand there holding him while he cried but I had my best friend back. 
That was all that mattered.

   When his sobs died away, he lifted his head off of my shoulder and
looked at me.  He leaned forward and pressed his lips to mine, giving me a
quick kiss before stepping back.  As if the situation hadn't been awkward
enough!

   I stuttered and stammered for a second before I said, "I gotta get
home."

   He nodded and I fled from his house.  I ran the whole way home, my mind
spinning out of control.  I rushed into my house, yelled I was home and
bolted into my room.  I closed the door and lay on my bed.

   My dad popped in to see if I was okay before he went to bed.  I lied and
told him I was fine.  After he left, I stripped down to my boxers and
flopped back on my bed.

   Why did he kiss me?  Was it some sort of brotherly thing?  Or did he
mean more by it?  Why hadn't he just left it alone!  Things had felt like
they were back to normal, dammit!

   His lips had felt really soft though.  I swore I could still feel the
touch of his lips on mine.  My traitorous penis grew rigid while I thought
about the kiss.  With my heart hammering in my chest, I slid my hand down
under my boxers and took my penis in my hand.

   I stroked it up and down, trying to think about Sherrie from my English
class.  Instead, thoughts of Karl dancing in his panties floated into my
head.  I wondered what it would be like to dance with him when he was
dressed like that.  Or maybe to have him dance without the panties at all.

   My orgasm took me by surprise.  I almost screamed the pleasure was so
intense.  My penis throbbed in my hand as cum squirted out into my boxers.

   Afterwards, it took a minute before I could do anything but lay there
gasping for air.  When I could move again, I slid my boxers off and rubbed
them against the tip of my penis to wipe up the last of my cum.

   Tossing my boxers on the floor, I laid there wondering what was
happening.  My best friend dressed like a girl and I jacked off thinking
about him.  How much weirder could things get?

   ***



   The next two days, everything was back to normal.  At least, that's what
I told myself.  Karl and I talked and goofed off.  We hung out after school
and everything was great.  I pretended not to know what he did or that,
every night, I jacked off thinking about him.

   Saturday afternoon Karl called and asked me to spend the night.  I
checked with my dad and he said it would be okay. I packed a bag,
pretending my heart wasn't trying to beat its way out my chest.  This was
just a normal weekend sleepover.  Just like the hundreds before.

   I got to Karl's early and we ate with his mom before she went to work.
After she left, we sat on the sofa watching TV.  For a while, everything
was okay.  Then we both got quiet.  I didn't know why Karl was quiet, but I
was keeping my big mouth shut because it was taking all my willpower to not
ask him what was going on.

   I lasted another ten minutes before I blurted, "Karl, dude, what's going
on?  Why were you wearing girl's panties and a bra?"

   Karl froze, his eyes locked on the TV.  He sat there for a moment before
his lip started to quiver.  He jumped off of the sofa and ran upstairs. 
Not know what to do, I chased after him.

   I found him standing in his room, looking away from the door and, more
importantly, me.  His shoulders shook and I knew he was crying and it was
my fault.  I walked up behind him and put my hands on his shoulders.  I
tried to turn him around but he fought me.  Instead, I wrapped my arms
around him and stood there holding him.

   While I held him, I noticed my penis was pressed right up against his
ass.  I tried to adjust myself without letting him go and all that did was
make me rub against him.  I felt my penis quickly grow rock hard.  Could
Karl feel it pressing against him?

   I was at war with myself.  I wanted to hold him and make him feel better
but, at the same time, I wanted to get away before he noticed how hard I
was.

   Even after he stopped crying, I stood holding him.  I was petrified but
it felt so good, so right.  He reached up and held my arms right against
his chest.  I gave him a little squeeze which only made my penis rub
against his ass.  Had he felt that?

   Karl pressed back against me, his ass pushing hard against my penis.  He
flexed his knees a little, sliding his ass against my raging hard-on.  Was
he doing this on purpose?  I didn't care about how weird it was, I just
wanted him to keep doing it.

   He didn't though.  He let go of my arms and stepped away from me. 
Reluctantly, I let him go.

   "I gotta go to the bathroom," he said.  "I'm a little snotty here."

   I chuckled and said, "You've always been a snotty little bastard."

   He laughed and made his way past me and out of the room.  He never once
looked over at me.  Sighing, I sat down on his bed and tried to control the
emotions that were burning through me body.  I was still harder than hell
too.  I thought about going to the other bathroom and jacking off to
relieve the pressure but Karl came back before I could.

   He sat down on the floor by his door and picked at the carpet.  I didn't
dare say anything for fear he'd run out of the room again.  I just sat
there, feeling very uncomfortable.

   "I've been doing it for about a year or so," he said.

   My jaw fell.  How the hell hadn't I noticed?

   "Why?" I asked.

   He shrugged and picked at the carpet some more.  "I dunno.  It just...
feels good.  I feel more real."

   He huffed in frustration and punched the floor.

   "I can't explain it right.  Hell, I don't even understand why I do it. I
just feel more normal when I'm wearing them is all."

   I sat the digesting what he'd said.  I guess I could understand that. 
It was kind of like wearing boxers instead of briefs.  That made sense. 
Sort of.

   "What about the makeup and the dancing?" I asked.

   He laughed.  "Yeah, if you can call what I do dancing."

   I snickered and said, "Dancing, having a seizure, it's all the same to
me."

   We laughed and some of the tension left the room.  Not all of it, but
enough that we could breathe again.

   "So what about the makeup though?" I pressed him.  If I could just make
sense of all of it, maybe I would start making sense again too.

   "It's the same," he said.  "It makes me feel normal and real."

   "Well, the lipstick did look good on you," I said.

   I slapped my hands over my mouth.  Did I really say that?

   Karl looked up from the carpet for the first time.  He looked at me for
a moment before asking, "Do you really think so?"

   Not trusting my own mouth, I just nodded.  So much for the weirdness
starting to make sense.  Now Karl was starting to make sense and I was
getting weirder.

   "Thank you," he said.

   I just nodded again.  When I felt I could control my mouth again, I
asked, "Do you wear the panties all the time?"

   He laughed at me.  "Hell no!  That wouldn't go over too well after P.E.
when we hit the showers, would it?"

   I felt myself blush.  That had been a really dumb question.

   "When do you wear them?" I asked.

   He shrugged.  "Around the house when I'm alone.  Or, at least, when I'm
not expecting company."

   "Hey!  You're the one that told me to just walk in anytime," I said a
little more defensively than I should have.

   He raised his hands and said, "It's okay, man.  I think it's actually a
good thing you saw me.  I haven't been able to talk to anyone about it at
all."

   "Why didn't you tell me sooner?" I asked.

   "How do you think you would have taken it?" he asked back.

   He had a point.  It was freaky enough with everything.  I think if he'd
just flat out told me it would have been worse.  We sat there, each lost in
our thoughts.

   "So what do we do now?" Karl asked.

   "I don't know," I answered.  "What do you do when stuff gets this
weird?"

   "I dance," he said.

   "You mean have a seizure," I said.

   He flipped me off and stuck his tongue out at me.

   I laughed at him and said, "Okay, let's go downstairs, turn up the
stereo and have some seizures."

   "Cool," he said.

   "Are you going to wear your panties?" I asked, again surprising myself.

   Karl licked his lips before looking at me and asking, "Do you want me
to?"

   "Yes," I whispered, barely getting the word out of my mouth.

   "Then you have to just be in your boxers," he said.

   I felt another blush creeping its way up my face.  What would happen if
he saw how hard I was?  Would he be as freaked as I had been and still was?

   I gulped and nodded, not trusting my voice.

   "Okay, go downstairs and put some CDs in the changer.  I'll be down in a
couple of minutes," he said.

   I hurried out of the room and went downstairs.  I grabbed a couple of
CDs and put them in the stereo, not even seeing them.  Shaking the whole
time, I stripped off my clothes and tossed them on the sofa.

   I stood there, trying not to run and hide while I waited for Karl.  It
didn't take him long and, when he came down the stairs, I was glad I hadn't
run.

   He had his long, blonde hair brushed forward, framing his face.  He'd
put on mascara that made his eyes seem an even brighter shade of blue.  The
pink lipstick made his lips look swollen and in need of my kisses.  The
tiny, white training bra wrapped around his narrow chest and he wore a tiny
pair of blue, lace panties that left nothing to the imagination.

   I gulped and tried to hide my raging hard-on.  He looked me up and down
before asking, "How do I look?"

   "Like an angel," I whispered.

   I watched the bright red blush creep up his face.  He looked away from
me and asked, "Are we gonna dance or what?"

   Glad for the distraction, I hit play on the stereo.  The music started
but neither of us moved.  We peeked at each other a couple of times before
Karl closed his eyes and began to sway to the music.  I stood, hypnotized
by the way his body moved.  It was the most beautiful thing I'd ever seen.

   After a few minutes of staring at him, I followed Karl's lead and closed
my eyes and began to dance.  We danced across the front room.  We danced to
slow songs.  We danced to fast songs.  I did a horrible air guitar and we
ruined several songs by singing along with them.

   During a slow song, Karl tried to sway past me and wound up banging into
me.  I grabbed his hips to keep him from falling.  His skin felt like it
was on fire.  We stood there for a second before he put his arms around my
neck.

   I couldn't find any words to say or even think, so I danced with him. 
It took a while but we got into a rhythm together.  We swayed with each
other.  It was the most uncomfortable and best moment of my life at the
same time.

   When the song ended, Karl stepped a little closer and bumped into
something.  We both looked down and saw that my rock hard penis had tented
out my boxers as far as it could.

   Burning in shame, I yanked away from Karl, ran upstairs and dove into
the bathroom.  I slammed the door and locked it.  I slid to the floor,
tears pouring down my face.

   Karl started banging on the door.  "Ben, open the door.  It's okay,
man."

   "No, it's not," I snarled.

   "Yes, it is," he replied.  "Please open the door and come out."

   I ignored him.  A couple of seconds later the handle jiggled and the
door unlocked.  Ben's mom kept a little screwdriver at the top of the
doorframe just in case the bathroom door got locked.  Karl used it to
unlock and open the door.

   I kept my back the door, wishing he'd go away.

   "Ben, look at me," he said.

   I ignored him, my eyes locked on the bathtub.

   "Please," he said.

   I turned my head and glared at him.  He pointed down and I looked down
at his panties.  His hard penis had poked its head out of the silky fabric.
I could even see some precum dripping from the tip.

   "See?  It's okay," he said.  "You have nothing to ever be ashamed of
with me."

   More tears ran down my face.  I jumped up and threw my arms around him.
This time he held me until I had cried myself out.  I sniffled a couple of
times before I pulled away and looked at him.

   He smiled at me and patted my cheek.  As I stared into his eyes, I felt
myself leaning forward.  My lips gently pressed against his.  This kiss was
longer than the last one.  This time I got to feel how wonderfully soft his
lips really were.

   He pressed into the kiss and I felt his mouth open.  His tongue probed
my lips and I opened my mouth touched my tongue to his.  We held each
other, our tongues sliding against each other.

   We broke the kiss and both took a step back.  I watched Karl's chest
heaving and knew he was watching mine do the same.  Karl tried to speak
but, when his voice failed him, he took my hand and pulled me out of the
bathroom.  He led me down the hall to his room.

   He climbed onto the bed and I followed him.  We lay down next to each
other, staring into each other's eyes.  We leaned forward and joined in
another deep kiss.  Karl broke the kiss off and sat up.  I tried to sit up
but he put his hands on my chest and pushed me back down.

   When I lay back, he rubbed his hands along my chest and then down across
my stomach.  My muscles jumped at his soft touch.  When his hand came to
the band of my boxers, he looked into my eyes and said, "Can I see it,
Ben?"

   I couldn't speak.  My mouth had gone completely dry.  All I could do was
nod.

   He smiled and hooked his fingers under the band.  He pulled my boxers
down and my hard penis sprang to attention in front of him.  He pulled the
boxers all the way off and dropped them on the floor.

   Sliding his fingers up my leg and running his nails up my thigh, his
hand came to a stop just below my balls.  Again, he looked me in the eye
and asked, "Can I touch it?"

   My head jerked up and down.  Karl's eyes shined brightly as he took my
penis in his hand.  It jumped at his touch and I let out a loud moan of
pleasure.  I couldn't believe this was happening!  My best friend had my
penis in his hands.  How had this happened?  Hell, did it really matter?

   He slid his hand up and down my shaft.  After a couple of strokes my
precum made his hand slick and it slid up and down my penis faster.  I
closed my eyes and shook under his touch.  It was unbelievable.

   When his hand stopped, my eyes snapped open and I looked at him.  He was
sitting there, gripping my penis tightly and looking at me.

   "I want to taste you, Ben," he said.

   I had a good idea what he meant and quickly nodded my head.

   Karl leaned down and flicked his tongue out against the tip of my penis,
tasting my precum.  My whole body shivered under the touch of his tongue.

   I expected him to lean back after his taste but he leaned farther
forward and took the head of my penis into his mouth.  I nearly screamed.
The warm, wetness of his mouth against my penis made me feel like I was on
fire.

   He slid my penis deeper into his mouth before sliding back up.  He
continued to suck my penis while gripping the base of the shaft hard in his
hand.  I felt my breathing quicken and knew I was going to cum soon.

   Karl suddenly stopped and pulled his mouth off of my penis.  I looked
down at him and saw the biggest smirk I'd ever seen.

   "Do you like this, Ben?" He asked.

   "Oh God, yes!"

   He slid my penis back into his mouth and in seconds I came.  I squirmed
underneath him and felt my penis pulse.  I squirted cum again and again
into his mouth.  He gagged once but managed to swallow every drop of my
semen.

   When I was done, he pulled my penis out of his mouth, gave it a gentle
kiss on the tip and let it go.  He stood up from the bed and stripped off
his panties and bra.  I admired his beautiful body.  His penis stood
rigidly in front of him as he lay back down next to me.

   I reached for it but he pushed my hand away.

   "But I want to make you feel good too," I said.

   "You did, Ben.  You did," he said.

   He pulled my head against his chest and lay there holding me.  I lay
there with my lover, listening to the thump of his heart as it lulled me to
sleep.

   Just before I drifted off to sleep my last words slipped out.
   "I love you, Karl." 
