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 k**s 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?
“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
“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 bl**d 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
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
“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 k**ding…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
“Are you ready for your surprise, Mandy,” Marilyn asked.
“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
“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
“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?”
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.
“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.
“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
“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.