"Transformation 3/3, a wife watching and sharing story 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.