I'm Ray, a seventh grader glad to be done with elementary school. Middle school is a lot different, but at least we aren't trapped in the same room with the same teacher all day. Of course there is the homework, which I could do without. I have a good friend, Mason, who helps me with my homework. Mason is a little taller and built much stronger than I am. I'm short and skinny, and used to get picked on by some of the other boys. My friendship with Mason changed all that – he protects me and I really appreciate that.

One day Mason invited me to his house when his Mom had taken his sister into town shopping. We went up the stairs to his room. I was a little ahead of him and was startled when he put his hand on my ass. I didn't expect it, but it did feel good. I wished he would do it again but I sure wasn't going to ask.

When we got to Mason's room he said, "I have some things I want to show you."

He took me by the hand – something he hadn't done before, but I found that I liked that as well. He led me to his sister's room and pulled open a dresser drawer and took out some blue panties and a matching blue bra.

I had no idea why he would be showing me this, but he surprised me by holding the panties against me and saying, "just about a perfect fit."

He held the bra up to me and wrapped the back strap around me and said, "This will work too."

"What's this all about?" I asked.

"I want you to put these on," said Mason.

"Girls undies?" I replied, "Why would I do that?"

"To please me," said Mason, "You do want to please me, don't you?"

Mason had stated very plainly something that I suppose I felt for a long time now – I really appreciated Mason's protection and helping with my homework, and really did want to please him.

"What exactly do you want me to do?" I asked.

"Take your clothes off for now," Mason replied, "All of them.

I was kind of self-conscious about my body, being a slight, skinny kid, and not feeling very manly at all. Even my penis was small, if I could believe some of the bragging I heard from the other guys.

"You promise you won't laugh?" I asked.

"I'm not going to do or say anything mean," assured Mason.

He came over to me and kissed me on the cheek. I knew that boys just didn't kiss boys, but I really liked it when he did. I slowly undressed while Mason watched with interest.

Once I was completely naked I stood before Mason with my hand over my groin.

"Don't cover yourself up," he said, "I want to see all of you."

I took my hand away, now showing my embarrassingly small penis.

"May I touch you?" Mason asked. I nodded and he began to run his hands over my body. My penis came to full erection, but still was barely three inches long. Mason put his hand under my penis and said, "This is nice."

"A small penis is nice?" I asked.

"Well, it's really more like a clitty," he explained, "but the small size makes you more femme."

"You like me to look femme?" I asked. Mason nodded and asked me to slip on the panties.

I had never even thought about wearing girls clothing, but just felt that I had to please Mason. I slipped them on and pulled them to my waist. Mason approached me holding the bra and hooked it together in the back and helped me put my arms through the straps and position them on my shoulders. He took some of his sister's nylon hose and rolled them up, placing them in the bra cups and led me to a mirror.

To my surprise I looked a lot like a girl standing there – my long brown hair now looking femme in this setting. The only thing not quite right was the tiny bulge of my clitty in the panties.

Mason had taken me where I had never been before – I felt nervous but excited at the same time. I had no idea why he was doing this, or where it would lead, but it felt good to please Mason.

"You look lovely," he said, and approached me, pulling me to him. He pressed his lips to mine – another new sensation and I just didn't know how I should respond. Then I felt his hand gently squeezing my clitty and it sent me into orbit! I opened my mouth and pressed my tongue into his mouth while Mason did the same.

"I want you to be my girlfriend," he said, "If you are willing."

"I'm not sure what all that really means," I said, "But I'm willing to try."

"You need a girl name," Mason continued, "How about Rachel?"

"If you like," I said, just wanting to please him.

"Come sit down at the makeup table," said Mason.

He put a little powder on my cheeks and some lipstick on me. Watching in the mirror I really was beginning to look like a girl.

"I watched my sister do this, but I'm not very good at it," said Mason, "But I want you to learn to do it well."

I told Mason I would try. I could see that he was fully aroused by the bulge in his pants.

"Do I arouse you?" I asked.

"You sure do, Rachel dear," he said.

I was almost beginning to feel that I was a girl, and hearing Mason call me Rachel added to that.

"If I am the cause of your arousal," I said, "I suppose I should help you with it."

"What would you like to do?" Mason asked.

"I don't know what to do," I said, "I need you to guide me."

Mason brought my hand to his cock and a I rubbed him.

"Take it out and get to know it," he said.

I unzipped him and fished his cock out. It was huge compared to me, but you can't compare a cock to a clitty! As I handled Mason, he grew in my hand and now I knew he was fully aroused. I wanted so much to please Mason and knew what I had to do. I took him into my mouth and he gasped. I put my hands on his hips and sucked, slowly at first, but then speeding up.

Mason ran his fingers through my hair and told me how pretty I was and how I was making him feel wonderful.

Soon I felt his cock enlarge slightly and pump his load into my mouth. It was a strong taste, but I accepted it all. Continuing to hold his cock and load in my mouth, Mason tilted my head upward and my eyes met his. I knew right then that this was right for me!

I thought, "Yes, this is the way I want to be for you, Mason.," and I resolved to learn other ways to please him.

"It's okay to swallow," said Mason, "It won't hurt you."

I swallowed and realized that I now had part of Mason inside me – it was like a special joining of us both.

"That was really nice," said Mason, "Now it's your turn."

I wondered if he intended to suck me, but instead he pulled down my panties and put some lotion on his hand and took my clitty into his hand. He rubbed the lotion all over the head of my clitty and I felt my knees get weak. I put my hands on Mason's shoulders to balance myself as he forced wonderful pleasure upon me.

Suddenly I climaxed, shooting my load into Mason's hand. Nobody had ever made me cum before, and I was truly grateful to Mason.

I wrapped my arms around Mason's neck and kissed his lips, and said, "Oh thank you! That was wonderful!"

Mason helped me out of his sister's undies and put carefully put them away.

"We'll get you some of your own, and other things as well," Mason said, "I plan to take you out as my girlfriend, so you'll have to learn how to walk and act like a girl in all respects."

"I'll do my best to be a girlfriend you’ll be proud of," I assured Mason.

Mason patted me on the ass, which I really appreciated.

I had so much running through my head as I walked home – Mason had made my life a wonderful adventure.

When I got home I saw some plastic bags of used clothing near the front door, and remembered that my sister was giving her older clothing to Good Will. It dawned on me that she was about my size, and soon I carefully opened the bags and looked through the clothing, taking items I wanted and closing the bags up again. I took my new clothes and hid them in my room.

I could still taste Mason’s manly load and I just knew that I was going to love being a girl!

Special thanks to my online friend Rachel Quinn, for inspiring this story.

  To be continued . . .

Feel free to contact me with your comments or requests.
    –Bill Beaumonte (oral_guy_2000@yahoo.com)