The Changing Room

June the 1st 2007 I had known Rebecca for several years, but I had never known about her little secret. That day, when it was revealed, changed everything for me and for Rebecca too. We were the greatest of friends; spending quite a lot of time together. We had become as close to each other as lovers, but as we were such close friends, neither one of us had ever made a move. It was the start of summer, and as it was such a beautiful sunny day I had suggested to Rebecca that we take a trip to the coast and enjoy some sun and sea. But Rebecca told me she didn’t own a bathing suit, so it was the perfect excuse for shopping. I could have kissed her. ‘I think, with your shape, a really skimpy bikini would look great!’ I told her. Her cheeks flushed a bright crimson. ‘I don’t know about me,’ Rebecca replied. ‘But I know one would look great on you!’ Now it was my turn to blush. Rebecca had always been shy about her body. In all the years I had known her she had never been as adventurous with her style as I was. But that was going to change. I was sure of that as I pictured my friend in a nice string bikini. My mind filled with the images of getting her home and pulling her out of it too. I could feel myself blushing again. ‘So…’ Rebecca said in a coy manner. ‘Where’s the best place to buy such a costume?’ ‘I know just the place,’ I smiled my most devilish smile, knowing she was picking up the not so subtle hints I was throwing her way. I scooped up my house and car keys off the table. Already I could feel the moisture building between my legs. I felt alive, exhilarated. Hoping my scent wasn’t evading my moistening panties. Just the thought of seeing my long time friend’s beautiful body excited me. Right then I wondered if Rebecca felt the same. Sadly, she just looked nervous, chewing on her bottom lip. ‘Come along then Rebecca. Let’s get going,’ I said, trying to keep things lighthearted. ‘Right behind you Sonia, Rebecca called back as she fetched her cute pink jacket from the coat rack. The very one which hugged her breasts perfectly, showing them off for the world to see. She quickly repositioned her skirt, nervously glancing at me, hoping I hadn’t noticed. That was it! I thought she had just given me a sign of her mutual attraction. She was moistening too! Arm in arm we made our way to my car, the sunlight blinding us as it reflected off the spotless chrome of the Merc. Rebecca took her place in the passenger seat, while I slipped in behind the steering wheel. Clicking my seatbelt into its clip, I started the engine and we were off. We drove through the picturesque countryside with the roof down. As we passed by the paddock, we could see the horses enjoying the freedom of the outdoors and chasing one another around the huge grassy area. After about 30 minutes or so, we pulled into the large car park of the shopping centre. From the outside Rebecca seemed unimpressed. I took her arm again, and led her through the electronic doors. Her mouth fell open at the vastness of the centre and the never-ending rows of boutiques and shoe shops. It looked like an elegant palace filled with the gowns of a million princesses. Rebecca was dumbstruck with awe. Lightly taking her hand, I led her down the steps into the main area. There were dresses, skirts, and tops of all varieties, blouses, lingerie, and casual wear. Rebecca clearly had never seen so many clothes that she wanted all at once. I ignored the more casual, everyday types of clothes and led her to the back of the store, where the bathing suits were kept. And again, there were so many choices; bikini’s, one piece costumes, tankinis - so much to choose from. I grabbed at a very skimpy black bikini set which would leave almost no skin covered. Rebecca was a little more conservative, going for a more common bra and brief set. I picked out a nice summer dress to wear over the bathing suit - A small, flowing red number with all the tight curves. Rebecca’s eyes lit up in admiration of my tastes for her. She chose for me a short white dress, so very innocent looking and virginal. I held the dress against myself with the costume I had chosen beneath it. The thin white material gave away my choice perfectly. What a delightful combination! Now Rebecca was taking the lead, guiding me quickly over to the dressing rooms. (She was obviously anxious to get me into my new outfit). I rushed ahead myself, just as anxious to see Rebecca in hers, and maybe see her get into it too. ‘Shall we share?’ I asked when our path ended by the dressing rooms. The confirmation of Rebecca’s attraction came when, after a nervous moment, she said yes and we clambered into the largest of the cubicles. Once the plastic door was shut and the little flimsy lock was in place, I felt Rebecca’s lips lock themselves onto mine, her kiss reaching into my mouth. I wrapped my arms around Rebecca’s back, pulling her beautiful body closer. Rebecca’s subtle hands pulled at my top, lifting it carefully over my head, revealing my lacey pink bra. Rebecca lowered her mouth to kiss my now erect nipples through the soft fabric. My inner moisture increased again, soaking my panties. I pushed myself closer, softly moaning my satisfaction. I let my hand go to Rebecca’s sexy mound, rubbing at her skirt. She pushed down onto my hand, her mouth kissing back up my breasts. Everything I had wanted from Rebecca lay beneath this skirt. No matter what - I had to get it off, I wanted to see the hidden beauty of the girl I had waited three years to get. My hands went to her hips, slowly pushing at the elastic waistband, forcing the skirt down. She wriggled her hips, trying to stop me, she went for my hands. I kissed her harder; she let the skirt drop past her hips, revealing to me her secret. Rebecca was actually a man! I was completely taken aback. I knew how I wanted to react, but I was still shocked. My heartbeat was racing and then I noticed what my body was doing. My juices had begun to flow a little quicker; my pulse was racing and my breaths shallow and short. Oh my god, I was leaning back in to kiss her again. As I placed my lips back onto Rebecca’s I pushed my skirt down over my hips and stepped out of it as it fell to the floor. I held my newest lover in my arms. My hands were soon cupping Rebecca’s buttocks. My fingers tracing her crack, reaching for her perfectly puckered hole as her cock grew against me. She reached around and deftly unclipped my bra, slipping it down my arms and letting my large breasts fall free. This was most unfair I thought. She had my breasts and I didn’t have hers. This was a situation that had to be sorted out. While she focused her attention on kissing me, I worked my hands down her blouse, undoing each button, pulling the cotton garment open to reveal her sexy blue bra and its beautiful contents. Rebecca could stand no more. She was really rubbing her manhood against me, allowing the friction to pleasure her. Deciding I had to help I started to kiss my way down her super sexy body. I left her bra on, placing my kisses around the blue material, and carried on down past her stomach towards her bulging blue panties. I pulled them to the side, allowing her erect cock to fall into my ready hand. I placed another sensitive kiss to Rebecca’s body before I slipped her twitching little friend into my anxiously waiting mouth. The moment I wrapped my lips around Rebecca’s warm cock I knew this was a first for her. The way she held herself was nervous, yet attentive, trying to memorize every action. I allowed more of her cock to slip into my mouth, taking all of it that I could, my tongue running around its outside. Rebecca, driven at this point by sheer pleasure curled her fingers into my hair, gently tugging it as she pulled me further onto her. I had opened the floodgates on feelings she had never before been allowed to express. Holding her balls in my hand, I felt Rebecca suddenly tighten up, I knew what was coming and I sucked harder while I pulled her panties all the way to the ground. Just I got the juicy goodness I wanted Rebecca pulled her cock away from me. Gently, yet with great command, she pulled me to my feet. ‘Not yet’, she whispered, kissing me again, pressing me back up against the dressing room wall. She ran her tongue over my nipples, taking one into her mouth, and kissing it with the same passion she had shown my lips. Her hands pushed my panties down my legs while her kisses worked their way lower, across my abdomen, lower, past my waist, lower, over my trimmed ‘V’ to my glistening slit beneath. Nervously her tongue ran over my pussy lips. My thighs trembled at her careful touch, but I longed for so much more. ‘Don’t think so much,’ I told her. ‘Just go with the flow.’ I was going to wish I hadn’t said that. Almost at once, Rebecca’s nervous technique vanished. She had become a woman possessed. If I hadn’t have known otherwise, I’d have said she been licking pussy since the cradle. I had been waiting to get my friend here for three years. Rebecca switched between tonguing and fingering my pussy. God her technique was mind blowing. I couldn’t even find words to warn her of what was coming. All my efforts were on keeping quiet, or just not getting too loud. Rebecca worked ferociously at my clit. She had obviously wanted to get at my pussy as much I had wanted her to. I moaned again softly, muffled by my fist crammed into my mouth, only just in time. Before I had chance to let my hand down and pull Rebecca further into me, she climbed back up to kiss me. I could taste my own salty juices on her lips; she offered it to me off her tongue. How could I refuse? She leant in and kissed my neck. Her cock brushed against my pussy as she did. Her touch was electric. I wanted so badly to slip her into my pussy. But I held back. Luckily for me, Rebecca had the same idea. She bowed slightly; her hand pushed her cock forward, and lifted it into my pussy. She lifted my arms above my head, holding them in place, restricting my movement on my part. Once inside Rebecca stopped. This I could tell was another first for her. I gave her a moment to enjoy the sensation, then, staring into her eyes; I clamped my pussy around her cock, and forced myself further onto her. Driven by my desire, Rebecca gave me a full thrust of her manly weapon. I gasped as her length filled my pussy, and pushed down to meet her. She gave me another thrust, and kept them coming. I couldn’t hold it anymore, my pleasure started to sound between my baited breaths, Rebecca was the same. Neither of us were doing a very good job at staying discreet. Someone knocked on the door. It was one of the department’s young assistants. ‘Are you ladies okay in there?’ she asked. ‘We’re fine, thanks!’ Rebecca and I called out in unison, hoping the clerk hadn’t heard too much. We didn’t move again until we heard her footsteps disappearing. ‘That was close,’ Rebecca giggled. ‘I know,’ I giggled back as I felt my arousal spike suddenly. Almost getting caught was the ultimate turn on. Rebecca began to pick up speed again. Her energy doubled, and focused on bringing me to ecstasy. She got faster and faster until she reached a speed she could maintain comfortably. My cum was still flowing freely, running down Rebecca’s cock and over her balls. She pushed harder and faster, using my cum as a lubricant to push in deeper. With a slight groan muffled by my breast Rebecca shot a hot load of sperm into my soaking pussy. Our juices merged inside me mixed together by Rebecca’s pumping and dripping back past my slippery entrance and running down our legs. Continuing to push until the last of her own come was expelled, Rebecca and I collapsed onto the floor of the dressing room. We had engorged ourselves on each others love and gotten quite messy in the process. All of a sudden I was glad I had packed a set of towels for our trip to the beach. ‘Here you go,’ I said as I offered one to her. She took it graciously, giving me a quick kiss in return. A couple of minutes later, dried off and regaining our composure, Rebecca and I got redressed. We gave each other another few gentle kisses. Her hands brushed my ass, squeezing gently while I cupped her lovely balls. The attendant was coming back again; we heard her stilettos clacking against the floor, coming closer. We hurried ourselves out of the dressing room, completely forgetting about the swimwear we had picked up. Leaving the shop with knowing smiles on our lips we headed straight back to my house. We never did go back for the swim wear, but we had a lot of fun once we got home again.