Shemale Sex Fun

Everyone in the hallway jumped slightly, turned and quickly looked at the

tall girl near the sound of the slamming locker. Satisfied that there was

no crisis at hand, the kids at the school mostly went about their business.

Of course, there were the few admirers that glanced at the girl at the

locker, but it was no major deal.

After all, Marilyn Walker was used to being looked at. After all, how many

6’3″ girls wear 4 inch platform heels? How many 6’3″ girls are there? Oh

well.

She swung her backpack over her shoulder, and strode slowly along the

bustling hallways of her high school, smiling and waving at friends. She

had a natural charm to her, and used it well in what can be the cruel world

of high school. Then again, there was plenty of natural everything to her.

Simply put, she was definitely a looker. Marilyn’s face had a nice soft

look to it, complemented well by her light make-up and a smile that could

light up a room. Her dark chocolate complexion was only highlighted by her

long, ink-black hair that was lightly permed and that brushed against the

middle of her back as she walked. Looking down past her wide masculine

shoulders, one could see her endowments through her light blue uniform

shirt. Her 40DD breasts, while not as big as the would appear on shorter

females, definitely did impress, especially in contrast to her 26 inch

waist. Her blue plaid, turned-up uniform skirt showed off her somewhat

narrow hips, and her round enticing bottom. Her legs extended from the

short shirt, smooth as a baby’s bottom from the shave she did this morning

and uncovered by any stockings. However, what would prove most interesting

was what was between her legs. After all, isn’t that the end-all of all

lust?

“HEY SHOOR-TAY!”

“Here we go again,” Marilyn thought. It was annoying as hell to her to have

guys try to pick up on her like that. “The price I pay for living as a

female,” she thought as she turned to the screaming voice.

“AY YO SHOOR-TAY! You is looking really good, won’t you back that THANG

UP!, ” said a somewhat short, goofy little wannabe thug from a bank of

lockers. She thought to herself, “Don’t they realize that you can’t be much

of a thug when you go to a private school and actually show up to classes?”

“YO! Why don’t you hit me up with some of those digits? Maybe we could do a

lil’ sumthin-sumthin sometime?”

“Sure! Here’s my number: 1(800) FUCK YOU!!!!, ” Marilyn retorted, eliciting

a few oohs for the people who still remained in the hallways on the way to

class. She knew what brought on the lame come-on. What she couldn’t

understand is why would anyone in their right mind would want to have sex

with a guy? All that hair, and that bulk and that lack of subtlety in their

body and that utilitarian shape? Bleah! Then she thought about the softness

of women, the soft hair and the soft curves and their legs, their breasts,

their butts…

Then Marilyn felt a slight throb and swelling in her panties. It reminded

her that once, she was like that guy that tried to pick her up just now.

But that seemed so long ago.

The ringing of the bell brought Marilyn back to her senses. She realized

that she needed to get a move on to the locker room. After all, she had gym

coming up. Even though she had permission to take her time getting out to

class, it did always annoy her when she was late to any class. She

scrambled into the locker room towards her locker when she met a sight that

blew her mind.

Mandy Corrigan was a bottle-blonde bombshell that Marilyn had always been

attracted to. Granted, she preferred her girls with a bit darker

complexion, but there has always been something about Mandy that drove

Marilyn wild. Mandy’s long platinum blonde hair caresses the top of her

big, round ass as she reached into her locker. Her too-tight uniform shirt

showed off a pair of 36C tits that looked juicy on her frame. Her long

legs, which seemed to make up the bulk of her 5’9″ height, her pale skin

and her ice-blue eyes made up an enticing package for Marilyn. She stared

heavily with lust looking at her hot classmate, her nipples beginning to

swell.

“Hi Marilyn! Could you…”

Mandy stopped in dead sentence when she saw the look on Marilyn’s face. She

knew pure lust when she saw it. Mandy had heard about Marilyn’s sexual

tendencies towards women and the he-said-she-said about Marilyn’s

attraction to her. But it didn’t become real to her until she saw

eye-to-eye with it.

“Hi Mandy,” Marilyn cooed softly as she placed her backpack on the bench.

“You know that I’ve always been attracted to you. But I’ve never been able

to say it to you,” she gently told Mandy as she moved right in front of

Mandy. Mandy’s mouth dropped open in shock, her eyes looking like a deer in

the headlights.

“Now I can.”

With that, Marilyn took Mandy’s head in her hands. Then, in a flash, she

closed the distance between her lips and Mandy’s and kissed her hard while

pressing her head against the locker. Marilyn pressed her tongue into

Mandy’s open mouth and wrapped her tongue around Mandy’s. Mandy closed her

eyes and cooed into Marilyn’s mouth as she enjoyed being ravaged by

Marilyn’s sudden actions. In fact, she was too enraptured to react as

Marilyn’s actions as Marilyn reached up to paw at Mandy’s soft breasts,

rubbing on her nipples through her shirt. Soon after, without moving her

lips off of Mandy, Marilyn reached between the two of them and started

unbuttoning Mandy’s shirt all the way, then pulled the shirt out of Mandy’s

skirt. By the time Marilyn did this, she was now nibbling and sucking on

the nape of Mandy’s neck, finally enabling her to express how she felt.

“Oh God! This is incredible,” Mandy cooed as Marilyn opened up her shirt,

exposing her breasts encased in a tight, translucent, cream-colored bra.

Her chocolate covered nipples were now visible, swollen and distended, with

the tips about the size of a gumdrop and small, sensitive areolas. Marilyn

turned slightly as she was sucking on Mandy’s flesh to see the nipples for

herself. She then grazed her fingertips along one, then the other nipple as

Mandy softly moaned, eyes rolling back in complete abandon. Marilyn took

that a sign to move on, and she slowly kissed her way across Mandy’s soft,

pale skin and heaving chest to the soft swell of Mandy’s breast. As Marilyn

kissed the soft, firm breasts of Mandy, her inch-long blood red fingernails

grazed a trail around Mandy’s other breast, flicking and teasing her other

nipple. Marilyn finally decided to suck on Mandy’s nipple through her bra,

pulling at the nipple with her mouth and flicking and licking at it with

her tongue. At the same time, she started kneeding at Mandy’s breasts with

her fingernails, grasping Mandy’s breasts with them lightly, pulling them

tighter as she drew them closer to her nipple, then pulling the areola and

nipple out in a milking motion with them. As Marilyn continued her sweet

assault on Mandy, Mandy stared blankly into space, her head rolling around

on the lockers aimlessly as she let herself go into the pleasure she was

feeling.

“Take off my bra…please…I need more…of…you,” Mandy cooed

disconnectedly in her rapture. Marilyn quickly obliged as she stopped her

attack on Mandy’s senses long enough to remove Mandy’s shirt off her

shoulders, then unclasped and removed her bra. Her now free breasts seemed

bigger then they were when they were covered. They bounced deliciously

after the bra was removed. After a period of brief admiration, Marilyn

continued her gentle attentions to Mandy’s breasts as she did before.

However, after giving Mandy’s breast one soft pump with her fingernails,

she took one nail and flicked Mandy’s breast quickly with a fluttering

touch. With her mouth firmly attached to Mandy’s nipple, sucking as if a

baby, Marilyn used her nail to trace her way around Mandy’s body. First she

traced out concentric circles with her nail on Mandy’s breast, slowly

widening the circle. Then, she traced her way up through the valley between

Mandy’s soft breast and traced along Mandy’s collar bone. She went on trace

her way over to Mandy’s shoulder, then traced her fingernail in a back and

forth motion while alternating gentle nibbling with the sucking that she

was doing on Mandy’s nipple. When she reached Mandy’s forearm, Marilyn

stopped her oral attentions on Mandy’s nipple and traced her finger all the

way down Mandy’s foreman, then Mandy’s wrist and middle finger. In one

split second, Marilyn at once grabbed tightly onto Mandy’s hand and sucked

onto Mandy’s nipple as hard as she could.

“Oooooooooooh!,” Mandy screamed breathlessly, shivering while experiencing

her first orgasm as Marilyn held on to suck Mandy’s nipple hard, flicking

the tip with her tongue.

Marilyn held up Mandy as she continued her attentions on Mandy’s body. As

she continued sucking on Mandy’s nipple, her fingernails traced the way

back up Mandy’s arm, then up her neck to her face. She then let one nail

trace along the outline of Mandy’s lips. While Mandy was gasping for air,

the finger that was tracing her lips slipped into her mouth. Mandy then

grabbed Marilyn’s hand, pushed the finger into her mouth and started

sucking on Marilyn’s finger, pumping Marilyn’s hand along with it. Marilyn

stopped sucking on Mandy’s nipple long enough to gasp and moan and enjoy

Mandy’s oral attentions, feeling the swelling and throbbing in her panties.

Marilyn then took the initiative in pulling her finger out of Mandy’s

mouth. She traced a line out of Mandy’s mouth, down her chin and neck and

between her breasts. Marilyn then used all her fingernails on her hand to

lazily trace her way down Mandy’s soft stomach, leaving light marks on

Mandy’s pale skin. Meanwhile, her tongue started to trace around Mandy’s

dark areolas, allowing the cool moisture of her saliva to stimulate her

more. Then, while tracing her tongue to Mandy’s other nipple, her fingers

finally reached Mandy’s belly button. Marilyn lightly grabbed onto the skin

around it, then firmly slipped her middle finger into Mandy’s navel,

lightly fingering it as if it were her pussy. Mandy mewed, then gently

grabbed onto Marilyn’s long black hair as she started sucking on Mandy’s

other nipple. Marilyn then grabbed onto Mandy’s waist firmly, then slid her

nails down over Mandy’s hips, pressing the fabric to Mandy’s hot skin, then

down onto her soft thighs. Marilyn then grazed her nails up and down

Mandy’s inner thighs while she moved her lips off Mandy’s nipples to the

valley between Mandy’s breasts. When her nails were close enough to Mandy’s

pussy, Marilyn grabbed Mandy’s head and brought her hips to Mandy’s while

quickly swiping at Mandy’s pussy, which she pleasantly discovered was not

only uncovered by panties, but shaved too. As she continued to tongue kiss

Mandy, she grazed her nails over the sensitive, shaved pussy of Mandy,

caressing the outer lips and taking care to touch everything but her clit.

As she continued caressing Mandy’s pussy, she kissed her way down Mandy’s

body, sucking at Mandy’s neck, licking along her collar bone. Her middle

finger now joined in the manual manipulation of Mandy’s pussy, grazing

along the wet slit in a slow, teasing manner. As she nibbled and licked her

way down Mandy’s breastbone, her thumb started tracing a circle around

Mandy’s clit, nipping the inner lips each time around. Her middle finger

was now digging deeper into Mandy’s pussy, rubbing along the inner lips and

taking care to avoid her clit. As Marilyn finally kissed her way down her

stomach to her belly button, her middle finger caught inside of Mandy’s wet

pussy, and she started to pump Mandy’s pussy slowly but gently. As Marilyn

licked and sucked on Mandy’s belly button, her finger started pumping a

moderate, gentle pace inside of Mandy. Soon, the finger fucking of Mandy’s

pussy was to be matched by the tongue fucking of Mandy’s navel by Marilyn.

When Mandy started to coo and mew aimlessly, her body pumping along and

giving those subtle symbols of another orgasm, Marilyn decided that her

tongue should reach its final destination.

Marilyn backed off of Mandy’s navel, and with her free hand, she lifted up

Mandy’s skirt, revealing her wet, glistening pussy for the first time. The

pale skin of Mandy’s pussy had flush pink with lust, her wetness as clear

as day. Mandy’s hard clit peeked out from between her plump lips, and

Marilyn could clearly see how wet her hand had become from her actions. She

blew a trail of air on Mandy’s skin from one hip to another, then blew down

to about midway down Mandy’s thighs and back up to Mandy’s pussy. As

smoothly as she could, her mouth replaced her hand on Mandy’s pussy, and

Mandy gasped for air and mewed as she could feel another orgasm coming.

Marilyn went right to work, licking along with passion and enjoying her

sweet taste, rubbing deep into Mandy’s slit with her tongue as her nose

breathed onto Mandy’s clit. She slowed down and pressed deep into Mandy’s

slit to find that juicy hole she had been looking for. Marilyn pumped and

wiggled and pressed her tongue spastically inside Mandy, as Mandy grabbed

on tight to Marilyn’s head, feeling pushed to the edge of orgasm. While she

thought the time was right, Marilyn slightly moved her mouth over Mandy’s

clit, closed her lips over it, sucked on it gently and flicked her tongue

over its tip. Soon after, Mandy closed her legs around Marilyn’s head and

gave herself over to the second orgasm she had today, thrasing about on her

banks of lockers.

When Mandy came to, and disengaged her legs around Mandy’s head, she

managed to get out, “Wow! That was incredible! I never thought sex with a

woman could be so…incredible!” Mandy’s face and hair were now dripping

with sweat, her face flushed, her pupils dilated and her lungs panting.

“Don’t think it’s over yet,” Marilyn replied. “In fact, we’ve just been

getting started. Warming up if you will.”

“Y-y-y-you gotta b-be kidding…m-me,” Mandy half-gasped, and with that

remark, Marilyn decided to lower Mandy down to the bench that was between

the lockers. She then scooted down to Mandy’s feet, which she saw had

simple black business- style pumps on them.

“What are you gonna do now,” Mandy asked.

“Well, I’m just getting you ready for a nice, big surprise,” Marilyn

replied, knowing what was soon to come.

She then took the shoe off Mandy’s feet, then began to suck and lick on the

big toe of Mandy’s foot. Marilyn then repeated this treatment on each of

Mandy’s toes, causing Mandy to squirm once again. Marilyn then licked her

way all around her feet, making sure to coat every inch of Mandy’s foot

with her saliva. Then Marilyn started to make a trail of butterfly kisses,

beginning on Mandy’s ankles, then moving quickly up her calf, knee and

thigh.

When she was close enough to seem as she was going to eat out Mandy again,

Mandy screamed, “No! N-no more! I can’t handle anymore!”

“Relax Mandy. That ain’t the surprise I want to show you. I’ll show you

when it’s time,” replied Marilyn. Then Mandy proceeded to relax and enjoy

the contrast of her pale skin next to Marilyn’s dark complexion as Marilyn

kissed her way quickly up Mandy’s hip, along the side of Mandy’s breast,

then a quick tongue flicking of Mandy’s armpit. She then kissed her way up

Mandy’s neck to give her a firm, yet soft kiss on Mandy’s lips. Marilyn

then licked over Mandy’s cheek, when she decided to slow down a bit and

tongue Mandy’s ear. She took care to lick every ridge and crevice on

Mandy’s ear, tonguing her ear canal and sucking on her ear lobe.

“Are you ready for your surprise, Mandy,” Marilyn asked.

“Yes.”

“One moment,” Marilyn responded as she stood up, straddled the bench, then

took care to stand over Mandy’s head.

“Do you want me lick you?”

“Well, you could say that,” Marilyn responded cryptically. She began to

spread her legs and kneel slightly, to the point that her crotch was about

8 inches over Mandy’s head. “Are you ready?,” Marilyn asked.

“Yes,” Mandy softly replied. With that, Marilyn reached between her legs

and pulled aside the crotch of her panties. Suddenly, Mandy’s eyes bugged

out of her sockets and she suddenly gasped, frozen in place by what she

saw.

What she saw was once fine specimen of manhood, something that seemed so

incongruous yet so natural on Marilyn’s body. Despite the fact that

Marilyn’s dick was soft, it appeared to measure about 7 1/2 inches of thick

cock, twitching in the air to the stimulus of Mandy’s breath and the

coolness of the air. The dick that was a feast for Mandy’s eyes was veiny

even while soft, and was accompanied by perfectly smooth and shaved skin on

and around it, and perfectly hairless balls. “No wonder she never messes

with any guys,” Mandy thought to herself. “She is a guy!”

“Mandy,” Marilyn called to bring Mandy out of her revelry, “Would you

please suck on my dick? I need some relief for myself, and besides, it’s

good payback for the pleasure I gave you.” With that, Marilyn lowered

herself until the tip of her dick rested on Mandy’s partly open lips. Mandy

opened her mouth some more and started tonguing the tip of Marilyn’s dick,

licking all around the soft, spongy tip. As Marilyn’s dick started swelling

down Mandy’s mouth, Mandy’s mouth had to open up more to take the thick

cock deeper into her mouth. Mandy decided to close her lips around the

delicious chocolate bar in her mouth and suck on it gently, swirling around

her tongue around Marilyn’s thick cock.

“Oh, that’s good there Mandy. Keep sucking,” Marilyn said as she pawed at

her abundant breasts and began to unbutton her shirt for easier access to

her breasts. Mandy’s eyes opened wide in surprise again as the huge dick

began to grow hard and thick and long, growing to just past her tonsils

without either her or Marilyn budging an inch. When Mandy suddenly stopped

sucking and moaned out something unintelligble, Marilyn stood up, pulling

her dick out of Mandy’s mouth in the process, and took a few baby steps

back from Mandy’s head.

“What did you say?,” Marilyn asked.

“Back off. Your dick is pretty big for me to be sucking at that angle I was

at.”

“Oh, OK. C’mon, sit up. It’s be easier that way.”

When Mandy sat up, she finally got a clear glance at what she was dealing

with. As Marilyn’s dick dangled downward as she pulled off her shirt, she

admired how much a specimen of manhood this was on such a feminine girl. It

seemed to be about a foot long, and so thick that she couldn’t put her

hands around it. It looked like an ebony wood sculpture, so dark and smooth

and veiny. After Marilyn pulled her black lace panties off of her hips,

down her legs and off her body, Marilyn asked, “Are you ready to go again

Mandy?”

“Sure.”

With that remark, Mandy grabbed the huge cock in front of her and began to

lick all around the tip. As Marilyn cupped her breasts and massaged them,

Mandy licked down the underside of Marilyn’s cock all the way down to her

hairless balls. She then kissed and licked all around Marilyn’s balls, then

sucked on each one of the balls firmly, giving each of them a sweet kiss

after sucking them. She then licked around to the other side of Marilyn’s

dick, then started a long, slow lick up Marilyn’s dick. As she did this,

she looked up into Marilyn’s eyes, showing how hot with lust she was after

locking eyes with Marilyn. Mandy continued this slow torture up and down

Marilyn’s long thick cock a few times, soaking up Marilyn’s dick with

saliva. Then Mandy grabs on tightly on the shaft of Marilyn’s cock and

licks her tongue all around the head of Marilyn’s cock, slowly swallowing

it into her mouth.

“Oh”, Marilyn moaned out, “That feels so good.”

Marilyn stroked Mandy’s long blonde hair, then with her right hand, she

grabs firmly onto the back of Mandy’s head. With her left, she undoes the

front clasp of her sheer black bra, freeing her huge boobs. As she reaches

up with her hand to tweak a nipple with her fingernails, Marilyn’s hand

slowly pushes down on Mandy’s head, feeding more and more of her cock into

Mandy’s mouth and down her throat. Marilyn lightly claws at her breast as

she stops feeding her dick into Mandy, leaving only a couple of inches of

shaft uncovered under her skirt.

“Are you ready to suck me good Mandy,” Marilyn asks.

“Mmm-hmm.”

“Then do it.”

Marilyn pulls on her nipple hard and gasps as she begins to feel Mandy

sucking her dick in her mouth, Mandy’s throat muscles caressing the shaft

and the tip. She gently pulls Mandy off her dick until the tip is resting

at the back of her mouth. Marilyn establishes a slow but steady rhythm of

pumping with her hands on the back on Mandy’s head while Mandy sucks away

at that sweet chocolate dick. As Mandy begins to move her head to the

rhythm on her own accord, Marilyn releases Mandy’s head and starts pumping

her hips to the rhythm of the throat fucking she’s receiving. With both

hands free, Marilyn is free to remove her bra from her shoulders. She then

proceeds to maul and massage her breasts and pinch at her nipples as she is

fucking Mandy’s throat. “Damn,” Marilyn thought, “If I knew she was gonna

be this good, I would’ve tried to get her to me before.” Marilyn gasped as

the combined sensations of her playing with her boobs and Mandy sucking on

her cock drove her wild. As a result, Marilyn started bucking hard into

Mandy’s mouth, bringing her closer and closer to a dramatic,

earth-shattering climax. However, Marilyn wanted to have some more fun

before having her cum. So when Mandy pulled back her head as Mandy was

sucking her cock, she pulled back and took a baby step back. Mandy’s mouth

made a delicious slurping sound as she pulled her cock out of her mouth.

“Mandy, lean back against that bank of lockers. I am going to fuck your

pussy now,” Marilyn said with a leering grin.

Mandy stood up from the bench, then leaned back against the lockers, taking

care to spread her legs enough so that Marilyn could stand between them.

Marilyn moved over to Mandy, kneeled down slightly and lined up her cock to

Mandy’s pussy.

“Are you ready to get fucked,” Marilyn asked.

“Yes.”

“Beg for it, Mandy. I said are you ready to get fucked?”

“Oh God, fuck me!!!!”

Mandy thought, “how incongruous a statement is that? Now I’m begging to get

fucked by a girl’s dick?” Mandy didn’t have time to think much about that

fact as Marilyn grabbed her hips and thrust slowly into her tight pussy.

She shook and nearly came as she felt the tip of her clit graze the top of

Marilyn’s dick as she was pushing it as deep as she could. When Marilyn

slipped all the way into Mindy’s pussy, Mandy felt Marilyn’s lips press

into hers and initiate a french kiss as she pulled out all of her cock but

the tip from Mandy’s pussy.

“Man, this feels so tight,” Marilyn gasped out as she grabbed on tightly to

Mandy’s hips and began her assault on Mandy’s tight pussy. She felt Mandy’s

clit graze her dick as her powerful thrusts slammed Mandy hard again the

locker. With each thrust, she pulled nearly all the way out and bottomed

out in Mandy’s pussy. Between the thickness of Marilyn’s cock, the feeling

of being so filled and the grazing of her clit against Marilyn’s dick sent

her over the edge quickly. Marilyn kept pumping Mandy’s pussy hard as she

came all over Marilyn’s cock, bringing Marilyn close to an orgasm herself.

But there was one favorite way she liked to cum.

“Mandy,” Marilyn asked, “Turn around and face the locker, please?”

Mandy, flushed from her orgasm, lifted her knee up to her chest and,

assisted by Marilyn supporting her hips, turned around without removing

Marilyn’s dick and faced the bank of lockers. Marilyn then reached up to

Mandy’s tits, grabbing and pinching Mandy’s nipples with her nails. She

then pressed Mandy back up against her breasts, enjoying the feeling of her

hard nipples and her large areola against Mandy’s back. She then pressed

herself and Mandy up against the lockers and, using the lockers as support,

began thrusting her dick into Mandy with gusto.

“Oooh yeah!,” Marilyn gasped out as she pumped hard into Mandy’s

now-squeezing pussy, now desperate to cum. Marilyn grabbed onto Mandy’s

titties tight as she pumped harder and harder into Mandy’s pussy, loosing

that steady rhythm as she got closer and closer to cumming.

“Oh yeah…’bout to cum…oh yeah…oh yeah….OOOOOOOOOOOOOOOH,” Marilyn

screamed as she started to empty her thick cum into Mandy’s pussy. Marilyn

pumped slowly and gently as she shot load after load into Mandy’s pussy. As

Marilyn stopped cumming, her dick softened, she relaxed and she glanced at

the clock on the wall and looked at the time.

“Oh Shit! There’s only 15 minutes left in gym! We need to get going,”

Marilyn told Mandy. With that, Marilyn eased her way out of Mandy’s pussy.

They both removed their skirts, with Marilyn using hers to quickly wipe of

the cum leaking out of Mandy’s pussy. Mandy finally removed her other shoe,

and they both quickly threw on gym shirts, shorts and sneakers.

“C’mon! Let’s go!,” Marilyn screamed out as Mandy quickly laced up her

sneakers and then went off running into the gym.