I was in shock. In the short span of a few minutes, my best friend Kevin had become Kelly. Kevin was a slender guy, with soft brown eyes, medium length brown hair which he swept down in typical emo/hipster fashion. Kelly was adorable. She was smoothly shaven beneath her clothes, wearing black lacy panties. She even had a semblance of curves. Beneath Kevin's baggy clothes, hidden, was a delicious figure. Kelly stood in front of me, beaming down at me. She shifted her weight onto one of her hips, and placed her hands at her sides. "So? How do I look?" I couldn’t begin to describe. I could still see Kevin in there, but there was more. For me, there was a woman standing in front of me. She was a little boyish in figure, but she was smooth, curvaceous, and projected an aura of powerful femininity. My hands reached out, and gently touched Kelly's naked legs, feeling their warmth and smoothness. She beamed even wider down at me, noticeably leaning into my touch. Her rosy lips parted a little. "You look..." My eyes focused on the little bulge beneath her panties. I knew it was a penis. And I knew I didn't like guys. I was pretty sure, anyways. But I looked up to Kelly then, and our eyes locked. Maybe it was the fact that I had an opportunity to screw, and my brain was overriding my reason. Maybe I didn't want to hurt Kevin's...or Kelly's feelings. Maybe both. But I felt something when I looked into Kelly's eyes. Maybe sexuality is more complex than just "I like men" or "I like women." Maybe gender is more than just what body parts you do or don't have. Besides, I couldn't deny how hot Kelly was. And seeing as how...willing she was, a cock wasn't going to bother me much. She was woman enough for me. "You look amazing." I meant every word. And I think it hit her, because she flinched. She places her hands on my head, rubbing my ears and neck. "I think you really mean that..." Her eyelids lowered a bit, lovingly looking down at me as her soft fingers played with my hair. Goosebumps erupted across my body. "I do. I want you Kelly." My hands curled around to grasp her ass, taking each cheek in hand, spreading them and kneading them. God she was soft and warm. Kelly's hands, as if to reply, then left my head, and traveled down my chest to my lap. She found and began petting the stiffness beneath that had been pinned to my leg. "I can see." She smirked at me, and leaned in to kiss me. I happily met her. Her lips were delightful, and it made me even more stiff. My hips moved a bit against her. She broke our kiss to look down. She licked her lips. "Let's get you out of these, big guy." She kneeled then, at the edge of the bed, and began undoing my pants. I just leaned back, enjoying the sight. I was growing rather...enamored with Kelly already. And something else, a darker part of my mind, was delighting in the situation for different reasons. Don't guys love it when a girl wants their dick? Everyone wants to be desirable in some way. I love it when a girl wants me. Especially when she wants me so bad, she'll do the dirtiest things to get my cock inside her. Kelly clearly wanted my cock. And the fact that I brought Kelly out of Kevin gave me a perverse satisfaction. Kelly began tugging my pants down as I finished this thought, and my cock burst out as soon as it was able. Still, my boxers held it down a little. Kelly pouted a little and stuck her fingers under the waistband of my boxers, and pulled them off, quickly. And my hard member was finally free, standing triumphantly. Kelly licked her lips, and her hands moved in to gently caress it with her fingertips. I stiffened even more, and exhaled a breath of approval. "Wow..." Kelly was a bit wide-eyed, as her hands began running up and down my hot shaft. I moved a little in and out of her hands. "Wow is right...have you ever done this before?" Kelly shook her head. "Never even seen another guy's before, up close...I've wanted to, but I need someone I trust, y'know?" She looked up at me, a small, adoring look on her face. "Well, how is it?" "Its...great." With that, she leaned in, placing a kiss just underneath the head of my penis. I shuddered. She didn't stop. She placed kisses up and down my length, and soon, her tongue was running up and down. "Fuck!" I began throbbing within her hands. I threw my head back, eyes closed, enjoying the sensations. Then I felt what I had hoped for an entire month. Hot, soft wetness engulfed the head of my cock, and began moving down its thickness. I cried out. Kelly sucked, keeping her mouth tight. I looked down, to see her lips wrapped around my cock, and her slowly swallowing more of it, taking its time to tantalize me. I wanted to move, to begin fucking her mouth. To grab her face, begin bucking, and come in her throat. But I wanted to enjoy it. And I didn't want to fuck this up. Then she hummed. A delightful noise come through her throat, and into her mouth. It resonated against my rod. "Goddamnit!" She looked up to me, still humming, eyes knowing and mischievous. She went as far as she could down my length, with only an inch to spare. I was only average length. "You sure you've never done this before!?" I looked down at her. She slowly, tantalizingly, removed herself from around me. She licked her lips, shaking her head. "Nope, never! I just read a lot. And watch a lot of porn." "Brains and Beauty, huh?" She grinned, and stood. She climbed up onto the bed, straddling me, my wet, hard dick slicking against her butt as she settled against me. It was now I noticed that she was hard. A penis poked out of her panties, an inch and a half or so above the waistline. I couldn't help but think it was...adorable. I removed my shirt, and immediately, her hands moved in to run up and down my arms, shoulders, and chest. I wasn't in great shape. I had a layer of fat. So you couldn't see my musculature all that well. My abs were hidden. But I did have a little definition. Kelly's eyes devoured my form with lust twinkling in their depths. "You're so hot..." She began grinding against me, her butt teasing my cock, while her cock mashed against my belly. She let out a little, girly moan. Her pretty lips parted, and her eyes closed. I could only watch in wonder for a moment, but I knew I could do better. I leaned forward, kissing at her exposed neck. She purred, leaning her head against mine. "I need you...now..." She breathed. Her right hand reached behind her. She spit on her left, and it followed. She pulled aside her panties, and rubbed her spit onto my throbbing self. I only waited, now sucking on her ear. After a few moments, she moved my dick to her entrance, lifting her self up a bit. And she began sitting. She had already lubed herself up, though her hole still resisted. After a moment of pressure, I broke into her, and immediately plunged a couple inches into her ass. "Oh my god!" Kelly groaned past me, her hands quickly finding my arms. She clung to me as she pushed down, plunging my manhood into her warm depths. He nails dug into me. And I fucking loved it. After getting used to my length and thickness, Kelly didn't spare any time. She begin grinding against me, and despite the tight fit, the lube did well to allow it. My hands gripped her ass cheeks as she rode me, and I searched her lips out for a kiss. She wrapped her arms behind my neck and pulled me in for a rough, wet kiss. Her tongue found mine, and she moaned against me. Her thighs clamped against my sides as we really began fucking. Her hips gyrated as her ass bounced up and down on my rod. "Fuck...fuck!" She cried. I grinned, watching the spectacle, and begin bucking up into her. Hard. I leaned back on my arms for leverage, and my hips began crashing into hers with delightful wet slaps every time. Kelly's eyes went wide for a moment as she cried out again, and her arms and thighs clamped harder around me. She bit my ear as she groaned loudly with every thrust. Like every woman I fucked, I wanted to make her explode, to give in to overwhelming pleasure, before I blew. Seems I was doing pretty well... Kelly was mad with lust now, and her ass clamed roughly against my cock. Everything was hot and wet; we were sweating, fucking like complete animals. I bucked against her as she rocked me. Her own cock rubbed against my stomach roughly, lubed by the sweat between us. She exclaimed with every thrust into her butt. "Fuck fuck fuck fuck fuck!" Her voice began to squeak out as she both ran out of breath and approached climax. I gritted my teeth, plowing into my woman. I wasn't gonna last long at this rate. But I succeeded, as Kelly did, indeed, explode into orgasm. There were no words, only girly exclamations of ecstasy. She convulsed on me, her arms flexing around my neck, her thighs pressing against my hips, and her lovely ass becoming amazingly tight. As she grunted and cried out, her little cock spewed onto my belly and chest a nice load of white cum. I could feel the pulses of her prostate against my manhood. I growled in pleasure, and I blew. My body stiffened and I gave one last, triumphant push against her soft butt before my cock began spewing its own strings of seed into her, coating her insides. Finally, the release I so lusted for. A month's worth of cum and lust spewed into my best friend's ass, breeding her. It was like getting rid of a demon, or lifting the world from my shoulders. Relief unlike any I had felt before. We panted together, with our sweat (and other bodily fluids) mingling. Kelly settle against me, relaxing, purring a little as we shared the afterglow of our mutual climax. After a long moment of silence, Kelly spoke. "Fucking-A." "Fucking-A is right..." I returned. All of Kelly's weight was settled against my body, her form lazily draped against it. The arms which she had used to so powerfully cling to me were still loosely wrapped around my neck, though one of her arms dangled. "Guess you finally got laid, big guy." She lazily sat up, enough to face me. He butt pushed against me, and I shuddered. I was only just beginning to lose my hardness. She removed her arms from my neck, crossed them, and used them to prop herself up on my chest. She smiled slyly, her big brown eyes gazing at me mirthfully. She was beautiful. "Guess we also know what to do if I ever get to be an unbearable asshole." I smiled back up at her. "Mmm. I'm hoping you never have to be again. At least not when it comes to getting laid." "I never thought you and I would be friends with benefits..." "Would it bother you...?" I shook my head, tilting my head forward to kiss her. She made an approving purring sound against my lips. "Not in the slightest." "You know I'd have to be Kevin a lot of the time, right?" I nodded slowly. It didn't matter. I didn't view Kelly as any different from Kevin. It just felt like I knew Kevin better now. I thought Kelly was a cuter name, but the name didn't matter. "I don’t care. You're my best friend. Maybe more than that..." Kelly grew serious then, nodding. She rubbed her nose with mine. "I'd like to be more. I really like you James." "I like you too." We locked eyes for a long, tender moment. She blushed a little and averted her gaze for a second. Smiling, I looked past her, at her bed at the other side of the room. She turned, curiously following my gaze. "What?" "I don't know if I could go to sleep tonight with you in a separate bed." I grinned at her. "I'm your woman, now, huh? Need to keep me close? So I don't wander and philander?" I nodded, with a chuckle. "All mine." "Good. Let's push them together. I'd love to sleep next to you..." I shifted beneath her, glancing down. Her cum still lie on my belly and chest, and her little dick and receded back into her panties. It was cute. "Wanna take a shower first?" Kelly bit her lower lip, nodding. "Only if you promise to get me all dirty again."