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Archive-name: Changes/bates16.txt


Archive-title: Joe Bates' Story- 16

                                  CHAPTER 16


   It was about two hours and forty-five minutes from Jim's call to Joe, when

Joe and the gang pulled into the FBO parking area at San Diego's International

Airport.  Karen, who was driving, parked the car and Joe, Dave, and Mike

followed her into the attractive waiting room of the upscale fixed base

operator.  Since it catered mostly to business travelers, it had nice couches,

a TV viewing area for waiting crew, and even places for waiting pilots to

catch a snooze.

   Joe went to the counter. In a moment, he got the attention of a cute young

woman, who was working on a detailed bill, for food, fuel, and other services

for the Falcon 50 visible in the big picture window behind her.

   "Can I help you, maam?"  She asked Joe, who rankeled at the way she said

it.  He felt weird being referred to that way, especially by pretty girl.

   "Yes."  Joe said.  "Has a Mooney 252 arrived yet?  I'm waiting for a


   "No, it hasn't."  She said.  "But you're welcome to have a seat, and help

yourself to some coffee."  She pointed to a little alcove, where there was

coffee, tea, and a large ice machine.

   "Thanks."  Joe said.  "I'd appreciate it if you'd let me know as soon as

you hear it coming in."

   "I sure will."  The girl said, smiling.

   Joe went back to his friends.

   "We might as well have a seat."  He said.  "They're not here yet.  But I

think they should get here soon."

   They all found a comfortable seat, and Joe picked up a magazine and started

reading about a new commuter airliner.

   Joe was sitting there reading for a while, when his bladder reminded him he

had not emptied it lately.  He got up, and went to the ladies room.  Inside

the attractive restroom, he entered a stall, and was relieving himself, when

he heard the ladies room door open.  He finished, and as left the stall, he

saw it was the girl behind the counter.  She had apparently finished her

shift, and was changing from the little hot pants outfit, to something less

revealing.  Joe smiled at her as he went to the mirrored sink.  The girl had

removed her shorts, and blouse, and was standing there with nothing covering

her fantastic tan but a tiny string bikini, and a little wisp of a bra which

her firm breasts hardly needed.  She was truly beautiful, and Joe had

difficulty avoiding staring at her in the mirror, as he pretended to fix his

hair.  Joe could feel the old excitement building again.

   What is going on?  Joe wondered as he watched the girl change clothes.

Yesterday, he thought he no longer felt any attraction for women, but he

couldn't deny the feelings that were making his heart beat faster, and his

underwear uncomfortably wet.  Joe didn't know if he was glad he still had his

attraction for women, or if it would now simply be an inconvenience, now that

he was legally a woman himself.  Maybe it was strangely exciting, but if meant

going into a restroom, and then getting turned on by seeing your new peer

group partially clothed, doing all the things women do....was it a good thing?

He wasn't sure.

   The girl was buttoning her blouse as she joined Joe at the mirror.

   "Are you going on a flight?"  She asked, in an attempt at small-talk.

   "No."  Joe answered awkwardly.  "My friend is just stopping by.  He's

bringing another friend from Phoenix."  He blurted.

   "Oh. yeah.  I was in Phoenix last month.  I like the beach better.  It's

too dry there."

   "It is dry."  Joe said.

   Joe gave himself one last look, and quickly left the restroom.  Being a

woman was going to be difficult.  He hoped that the wetness of his underwear

wouldn't show through to his shorts.  His panties felt like they were riding

up uncomfortably, too.  He tried to discretely pull them out as he walked back

to the waiting area.

   Joe joined the others waiting for the plane.  Almost as soon as he was

seated, the girl from the ladies room came up to Joe.

   "We just heard a Mooney call ground for taxi to our ramp."  She said.

   "Thanks."  Joe said.

   He got up and looked at the others.

   "Jay's here, I think."  He said.

   They all went over to the window, and watched for the little plane.  Before

long, it rolled into sight.  Another girl, wearing the same little outfit as

the girl that parked them, stood on the ramp, waving two yellow flags, to the

pilot where to park.  The Mooney pulled up to the girl, and it's propeller

snapped to a stop.  In a few moments, Joe could see two people walk to the

front of the plane.  Joe went to the door, and went out to the plane, closely

followed by the others.  He was amazed by what he saw when he reached the


   Tim Werner had been a hansom guy, about six feet tall, and maybe one ninety

pounds.  When Joe reached the Mooney, he saw his pal Jay, and somebody else.

The other person was smaller than Jay, so he was shorter than five ten, and

although it was over eighty degrees, the other person was wearing a gray

sweatshirt.  Joe went up to the person wearing the sweatshirt, and immediately

recognized him/her as Tim Werner.  He didn't really look exactly like Tim, but

the resemblance was there.  If it wasn't that he had the same relatively short

hair as Tim had, Joe would have thought the attractive young girl was Tim's


   Tim recognized Joe too, at least he thought he did, looking carefully at

the pretty woman who walked up to him.

   "Joe?  Joe Bates?  Is that you?"  Tim asked.

   "Tim?"  Joe responded, holding out his hand.

   "Joe what has happened....what happened to us?"  Tim asked.

   "That's what we're trying to find out here.  There are some doctors here

who specialize in gender related problems...but they've never had any like us,

unfortunately."  Joe said, smiling.

   "Are we going to be like this forever then?"  Tim asked.  "Am I always

going to look like this?"

   "Tim, I wish I knew.  We can talk about it back at the hotel."  Joe said.

   Joe went over to Jay, who was critically looking at his airplane.

   "Anything wrong?  Joe asked.

   Jay looked at the pretty woman who came up to him, not immediately

recognizing her as his best friend, Joe Bates.

   "Yes, I seem to have an electric fuel pump that keeps popping it's circuit

breaker."  He said, only realizing who he was talking to as he spoke the


   "Joe?  Is that you Joe?  You look so different.  I don't think I'll ever

get used to you having a body like that...and now the hair...holy cow." Jay


   "No matter what I look like, it's still me here. Jay."  Joe said.  "It's

still me, just a wig, that's all."  He pulled at a lock of his hair.

   "Think you can do something with this pump?"  Jay asked.

   "I doubt it.  I don't have any tools, and you'll probably need a

replacement pump.  Do they have support for Mooney's here?"  Joe asked.

   "I don't know, but I'll ask."  Jay said.  I doubt I'll get anything this


   "Let's find out.  If you can't, we'll get you a room at the hotel for the

night."  Joe said.

   A line boy came up, and asked what he could do.  Jay asked if they had an A

& P, and if they could get parts to fix his plane.

   "The mechanics won't be in until 0800."  The young man said.  "We might get

somebody to come out, but it'll cost you."

   "No need to call out a mechanic."  Joe said.  "Stay the night, and I'm sure

they can fix it quick, tomorrow morning."

   "Ok.  I'll let the plane sit tonight."  Jay decided.  "I'll be out in the


   "Ok. sir."  We'll put it on the maintenance ramp, so they'll get right to

it in the morning."  The line boy said.

   Let's go back to the hotel."  Joe said.  He looked for Tim, and found him

talking with Karen, Dave, and Mike.

   "Can we all fit into the Lincoln?"  Joe asked.  "There are six of us now."

   "I think we can manage."  Karen said.

   They all went back to the parking area, and Joe got in the back seat, with

Jay between him and Tim.  There was enough room, but they were seated closely

together, Joe's hips touching Jay's.  Joe felt strange having this new, wider

part of him actually touching his friend.  He was acutely aware of the changes

in his body, as they touched a male for the first time since he acquired them.

   They drove back to the hotel quickly.  Joe wondered if Tim was hungry.

   "Do you want to get something to eat?"  Joe asked his new friend.

   "No, I had something before we took off.  I don't seem to get hungry very

often now...among other things."  Tim said.  He seemed a bit relieved to see

others sharing his strange affliction.

   "You'll probably find that your metabolism has changed, or will change."

Karen said.  "That may change your eating habits."

   "It certainly has changed about all my other habits."  Tim said.  "I hope I

can get changed back, cause I don't think I could ever get used to being like


   "When did you first notice the change?" Joe asked Tim.

   "Well, Thursday night I started feeling real funny, and my chest started to

hurt.  I didn't think much of it and I went to bed.  I woke up at about four

in the morning.  I had to piss real bad.  When I touched my cock, I it seemed

it was really short, or something.  I went into the bathroom, and there I

realized something had happened to felt all right, but it didn't look

normal.  I didn't know what to do, so I watched and I see and feel my self

slowly changing...turning into a girl, I guess...I don't know...Joe what could

cause this to happen to us?"  Tim's now feminine sounding voice was breaking

as he spoke, but he still had a male inflection.

   "As far as we know, something in the GPS system causes chromosome damage,

somehow causing the cells to sort of revert to a default, female XX form."

Karen said.  "I don't know if it is possible to cause further changes, or to

find a way to reverse change that has occurred.  It would take some form of

selective cell modification capability.  Up to now, consistent cell

modification has been beyond our capability, except at the most simple level."

   "So we're stuck like this?"  Tim asked.

   "We don't have any way back so far."  Joe said.

   "Dr. Krell would like you to stay as you are, without reverting to surgical

intervention, until his staff can determine that cell modification is not

possible."  Karen went on.

   "Surgical intervention?  What's that?"  Tim asked.

   "They can give you an artificial cock."  Mike said.  "That's what I'm going

to do, as soon as they run out of ideas, trying to change us back."

   "They can do that?"  Tim said, suddenly becoming very interested.

   "Yes, it is possible, but the results are not very consistent, and even at

best, it wouldn't be anything like what you had."  Karen said.  "You might

look like a male, but your new penis wouldn't function for intercourse.  Maybe

not even to urinate."  She continued.

   "It couldn't be any worse than this."  Tim said.  "Hell, I'm wet all the

time, and it itches like crazy."

   "It shouldn't itch."  Karen said.  "Are you keeping yourself clean?"

   "I don't know.  I guess so."  Tim answered.  "I'm pretty sensitive in that

area.  Just touching it, or having my clothes rub it gives me a boner

least that's what it feels like,  like a boner, and wet balls."

   "I think that describes it."  Joe agreed.  "According to Dr. Krell's

people, our bodies are now completely normal female.  I guess this is what it

feels like to be a woman."

   "But, I don't want to be a woman."  Tim said.  "I'm a guy, and I want to

stay a guy.  They got to get my cock and my balls back."

   "Don't get your hopes up, Tim."  Dave chimed in.  "What everybody is trying

to tell you, is that you're a girl now, and you're probably gonna stay that

way, so you better get used to it."

   "Is that really the way it is, Joe?"  Tim asked incestuously.  "Is that the

way it's gonna be?"

   "I don't know, Tim.  Dave might be right."  Joe agreed.  "You better try to

make the best of the situation."

   "The best of the situation?  How do I make the best of looking like this?"

Tim asked."  "How do I get used to these tits?"  He pulled up his sweat shirt,

exposing his fully developed bosom.

   Jay looked down at them, and then tried to look away.  Tim's body had

obviously developed into the female form, and Jay was very conscious he was

now the only male in the car.

   "Keep your shirt on, Tim."  Karen admonished.  "I know you don't like what

happened to you, but try to maintain decency.  You're embarrassing Jay."

   "I'm sorry Jay."  Tim said.  "I just don't think of this body as real.  It

don't seem like it's even my body anymore."

   "No problem."  Jay said.  "You are impressive looking, I must say."

   "Yeah, I suppose I they look pretty good, but it don't seem like it's me.

I'm a guy.  I don't have tits.  I can't go around looking like this." Tim


   "Dr. Krell will help."  Karen insisted.  "He'll help you cope with the

problems you are facing."

   They were just arriving at the hotel as Karen spoke.  She pulled the car

into the parking area, and they all got out.

   "We'll have to get two more rooms."  Joe said. "I hope we can get them on

the same floor."

   "It looks pretty full."  Karenn observed. "They might not be able to be on

the same floor as we are."

   They went to the desk, where Jay, and Tim attempted to check in for the

night.  The receptionist at the desk looked at his computer, and said he was

sorry, but they were booked solid for the rest of the week.  Jay looked at

Tim, and they turned and looked at Joe.

   "What do we do?"  Jay said. "They don't have any rooms left."

   "What?  they're booked up?" Karen asked.  "Well, I have an extra bed in my

room someone can use."

   "I do too."  Joe said. "One of you can stay with me."

   "Gee, I don't know...Do you think it would be a good idea?"  Jay asked.

   "What do you mean"  Joe asked.  "We're adults, aren't we.  You can stay in

my room.  We've stayed in the same room before.  We were roommates in school."

   "Yeah, but you didn't look like that, old buddy."  Jay said, grinning.

   Joe felt the blood come to his cheeks, as he realized what Jay meant.  They

may still be best friends, but for them to share a room together wouldn't be

the same now.  The realization irritated Joe.

   "I don't care."  I can handle it, if you can."  He said.

   "Tim, you're welcome in my room."  Karen said.

   "Well...uh...I ah..Ok.  Ok, I'll do it."  Tim stammered.  He had a little

trouble accepting the idea of sleeping in a hotel room with a woman he had

just met."

   They went up to the rooms.  Everyone stopped in the hall, and there they

decided to meet at seven-thirty for breakfast.  Then they went into their


   When Joe went into his room, closely Jay following closely behind, he

noticed that the interconnecting doors were still open.  He could see Karen

and Tim go into their room, and asked Karen to come over.  She did, and Tim


   "Tim, did you bring some other clothes?"  Joe asked."

   "I just brought some jeans, and some T-shirts."  Tim said. "I want to wear

this sweatshirt outside.  I don't want anybody to see me like this."

   "Like they told me,  you better get used to it."  Joe said.  If you try,

you might find that it ain't so bad."  He went to his bag, and dug around,

looking for something.

   "Here, try this on tomorrow."  Joe said, handing Tim a white cotton bra and

some underwear.  "I brought some extra, and I think they'll fit you, too.  Try

'em, they won't make you look stupid. You might even find you like the way

they feel." He grinned at the confused young man.

   "Gee, I don't know...I can't wear stuff like that..." Tim objected.

   "Don't worry about it, Tim."  Karen said.  "I'll help you with it."

   Karen took the clothes from Joe, and left the room, standing in the doorway

until Tim followed her through, and then she closed the door.

   Joe and Jay stood looking at each other nervously.  Joe closed up his B-4

bag, and spoke.

   "I guess you didn't bring any other clothes either."  Joe said, smiling in

embarrassment at his pal.

   "No I didn't.  I didn't think I would be staying over. And I don't think I

want to borrow any of your underwear, either."  Jay said, a big grin forming

on his face.

   "Don't worry, you don't have to."  Joe said.  "I just want to help Tim get

used to the change.  Having Linda around sure helped me with it."

   "Joe, it's amazing how you've adapted."  Jay said.  "You look great, and

you  seem to be doing fantastic."

   "Do you really think so?"  Joe asked.  "I'm trying the best I can.  I have

to admit, it does seem to get easier, the longer I stay this way."

   "Have you found out any news?  Is there really any hope of getting back?"

Jay asked.

   "I don't know, Jay.  They haven't found anything yet.  It looks like it'll

be difficult, if it's not impossible."  Joe said.  "I changed my records

today, so I'm legally a female now, I guess."

   "Really?  You're legally a woman now?"  Jay said.  "If that ain't a kick in

the head.  My old roommate, Joe Bates...a woman."

   "Yeah.  That's the way I see it too, a kick in the head.  I can't believe

its happened to me...that I look like this...that  I might someday become an

old lady...Jay, I don't know if I want to be an old woman..."  Joe started to

become emotional, and looked like he was going to cry.  Jay came up, and put

his arm around him.  Joe started to put his arms around Jay, and was starting

to cry on his shoulder, when he realized what he was doing, and froze.  He

pulled back, and looked at his pal.

   "I'm sorry, Jay."  He said.  "I didn't mean to do that. I don't know what

came over me  I feel so strange sometimes."

   "Hey, no problem.  I'm here for you.  You do what ever you feel like.  I

understand.  You're different now.  You can't help it."  Jay said, trying to

make Joe feel comfortable around him.

   "It's true.  I do feel different.  I don't know if I can help it or not,

but sometimes, I just get overcome with emotion.  I was never like that

before."  Joe said.

   "You were never a woman before, Joe."  Jay reasoned.  "Maybe that's what

the problem is."

   "Yeah, I'm sure that's the problem, but what's the answer?"  Joe asked his


   "If you're a woman, and you might have to stay a woman, maybe you should

just let your feelings go, sometimes."  Jay suggested.  "I'd understand.  I

think everyone else would too."

   "I know they would."  Joe said.  "Every one has been so good about

understanding our problem.  I thought we'd be considered freaks, or something.

But so far, everyone has been fantastic.  It's made the situation almost


   "Well, I'm here for you.  We were buddies before, and we can stay buddies."

Jay said, taking Joe's hand.

   Joe felt strange taking Jay's hand, but the warm, strong hand made him feel

better.  He squeezed it, and Jay returned the squeeze.

   "Could I ask a favor, and would you promise not to be offended?" Joe asked,

slightly embarrassed.

   "Sure.  Anything."  Jay responded.

   "Would you...would you hug me?"  Joe asked.

   "I'd be honored."  Jay said, pulling Joe to him.

   They stood there, arms wrapped around each other.  They were both feeling a

mixture of embarrassment and pleasure, as they held each other tightly.  Joe

was surprised at how strong and muscular Jay felt, and how good it felt to be

held in the strong arms of a man.  Jay was surprise at how soft and fragile

Joe felt in his arms.  He certainly looked like a girl, but now holding him in

his arms, he could feel Joe's breast's pressing against his chest, and could

smell his feminine scent.  It seemed his pal really was a woman now.

   "Gosh Joe, you even smell like a woman, did you know that?"  Jay asked,

breaking the spell.

   "What do you mean by that?  Do I smell strange, or something?"  Joe asked.

He wondered what kind of an odor Jay was smelling.

   "No, you sure don't smell strange, that's for sure.  You smell great."  Jay


   "Maybe it's the bath powder. I noticed that it has a scent.  I thought it

reminded me of her."  Joe thought out loud.

   "Well, I like the smell, whatever it is."  Jay repeated.

   "I guess we better get to bed."  Joe said, trying to change the subject.

He didn't know how to handle this male-female thing yet.

   "Yeah.  Which bed do you want?"  Jay asked.

   "Either one is fine with me."  Joe answered.  "Do you want to shower?"

   Yeah, I guess I better."  Jay said.  "But you can use the bathroom first,

if you want."

   "Well...Ok, I will.  I have to get this makeup off...Linda told me I

shouldn't sleep with it on."  Joe said.  The words sounded silly as soon

as he spoke them.

   "Well, you better wash it off then."  Jay said.

   Joe started to go into the bathroom, and then he realized that he didn't

have his shaving case.  He rummaged through his B-4 bag until he found the

things he needed.  He went into the bathroom, and shut the door.  It was now

felt strange being around a man, even if the man was your best friend.

   In the bathroom Joe took off his blouse, and shorts, and then removed his

underwear.  He washed his face, and washed away his makeup.  He brushed his

teeth, and then sat on the stool to pee.  As he sat there, he looked at his

underwear, and decided to wash them out in the sink.  It only took a second,

and his bra and panties were hanging on the towel rack to dry.  Then he

realized that Jay would be in there next, and would see his feminine things

hanging there.  He wanted to take them with him, but they were now dripping

wet.  When he started to leave the bathroom, he realized that he was naked,

and Jay was out there.  What was he going to do?

   Joe looked around, and found a large bath towel.  He pulled it off the

shelf, and wrapped it around his curves, tucking it in on the side.  Now he

was ready to face Jay again.  He screwed up his courage, took his clothes in

his hand, and opened the door.  He went out into the main room, where Jay had

turned back his bed and was laying there, watching the news.  He looked up

when he saw Joe.

   "You done already?"  He asked.  "I thought women took forever in the


   "Maybe they do."  Joe said, grinning.  "I guess I just haven't figured out

what all I'm supposed do in there yet."

   "It appears that you're doing all the right things." Jay complemented.

   "Your turn."  Joe said. He wanted to get his terry romper from the B-4 bag,

and put it on.

   "Ok."  Jay said, and went into the bathroom.

   Joe went to his bag, and found the terry romper.  He took it and put it on

the bed while he removed the towel.  He was just reaching for the romper, when

the bathroom door opened and Jay came out.

   "I wonder if you might have an extra tooth br....."  Jay looked at his

naked friend.

   Joe froze in position, wanting to reach for the towel, but not wanting to

move, and take his hands away from his breasts.

   "Er... excuse me...I didn't realize... I ah..." Jay was uncustomarily


   Finally, Joe found he could move again.

   " was just putting this on."  He said, picking up the little


   "God, Joe, you're beautiful, you know that?."  Jay said, walking over to

his friend.  "Can I look at you?"

   "Well...I er...I guess so, sure why not."  Joe stood up, and let his friend

look at his changed body.

   "I could tell that you were softer, and the other day at the health club,

when you wore the leotard... I thought then you looked pretty good...but I

didn't realize how can you stand it, having a body like that?" Jay

asked his pal.

   "Gee, Jay, what do you think I do?  Fondle myself all day?  A lot of people

look like this."  Joe said.

   "Well, if I looked like that, I probably would."  Jay said, a wide grin

forming on his face as he watched Joe put the romper on, his boobs bouncing

sexily as he pulled it over them.

   "Get in there, and take a cold shower."  Joe said, a grin coming to his

face too.  "Look in my shaving kit, I might have a new toothbrush."

   Jay returned to the bathroom. Joe heard the water start to run, and before

long Jay was finished.  He came out of the bathroom wearing only his jockey

shorts.  Joe looked at his friend, the bulge of Jay's maleness now seemed

strangely interesting to him.  He found he couldn't take his eyes from Jay's

crotch.  Jay saw he was looking, and faced him.

   "You really are a woman now, aren't you, Joe."  Jay said.  "Are you finding

me as interesting as I find you?"

   "I don't know, Jay.  I guess I am changing...I'm trying to determine how I

feel about men...about sex...I thought I wasn't interested, but...I don't

know...I just wish I could control what's going on in my head."  Joe put his

head in his hands.

   Jay came over to where Joe was sitting on the side of the bed.  He reached

down, and took Joe's hand.  He pulled him up, and took him in his arms.

   "Would you be terribly offended if I kissed you?"  Jay asked, looking down

into Joe's eyes.

   "Holy cow, Jay...I don't think we..."

   He was interrupted by Jay placing his lips on his.  It didn't feel strange

at all.  Joe let himself melt in the strong arms of his friend, and felt Jay's

tongue try to enter his mouth.  He parted his lips and teeth, and let Jay do

whatever he wished.

   As they kissed, Joe could feel his body responding to the caress that Jay

was giving his back.  He felt the wetness of excitement...felt his breasts

becoming sensitive to the touch of Jays bare chest.  Jay must have felt Joe's

hardening nipples too, because he suddenly put his hand down into the top of

the little romper, and took one of Joe's breast's in his hand, fondling and

caressing it, causing a sensation  Joe had never experienced before.

   Joe had made love since becoming a woman, but only with Linda.  Since she

was a woman, Linda knew how to touch all the right buttons to make Joe's body

feel good,  but Linda couldn't match the strong, forceful feeling of Jay.  It

was a mixture of pleasure, and roughness, and it made Joe's knee's weak.  He

put his head back enjoying the sensation as Jay kissed his neck.  Joe felt his

crotch tighten as Jay's tongue tasted his neck.

   Joe had been wondering what it would be like to be with a man, but he

couldn't have imagined what he was experiencing.  He found he loved it when

Jay touched him.  He wanted to be touched all over.  He seemed to be losing

control of his own body, like it had a mind of it's own.  Joe found that he

wanted Jay.  This new body of his, wanted Jay inside him... It was like he now

had this hollow spot, and it just had to be filled.  He could tell that Jay

wanted him, too.

   " I...can I ask another favor?"  Joe asked.

   "God, Joe, anything...just name it."  Jay said, as he caressed Joe's

breast's, which were now completely exposed, the little romper was down to

Joe's waist.

   Jay...would you...could we...I ah...I just want to feel you inside me"  Joe

finally got it out.  It seemed he was having trouble breathing, his breath

coming in little gasps, as he felt himself being overrun by passion.

   "Would I?  I don't think you could stop me."  Jay said.  He stopped the

caressing, and stood back, looking at Joe.

   "Are you sure you want to do this?"  Jay asked his friend, who seemed more

excited than any woman Jay had ever been with."

   "God, yes...I want you...I want to feel you...Please!"  Joe heard his body

pleading for release.  He was no longer in control.

   Jay started to remove his undershorts, and when Joe saw his penis, his eyes

got huge.  Joe knew that Jay wasn't a big stud, or anything, and probably

couldn't even be considered well hung, but when he saw Jay's manhood, the

thought of it going inside him changed his urge from raw desire, to fear.  It

didn't look like anything that big could fit inside him.  At least not without

hurting him seriously.  He remembered the pain he experienced in the doctors


   " don't know, maybe we shouldn't..."  Joe stammered.

   "What's wrong?"  Jay asked.  He was standing there, his erection was ready

to explode.

   "Should we really be doing this?"  Joe asked.

   "Why not?"  Jay questioned.  "I'm a man, and you're...You are a woman now,

aren't you?"

   "Yeah, I guess's just that...I don't know...I mean...What if I get

pregnant?"  Joe remembered what the Dr. Krell told him.

   "Can you do that?"  Jay asked, showing surprise.

   "I think so. They told me I probably could, and that I should take

precautions if I decided to do something like this.  God, I never thought I

would be wanting to do this..."  Joe was torn between this new, powerful

desire, and basic concern for his well being.

   "Just stand by a minute."  Jay said, and went into the bathroom.  He

returned with a couple of condoms, in their foil packs. .

   "Where did you get those?"  Joe questioned.

   "They were in your shaving kit."  Jay answered, grinning.

   Joe remembered.  Sure, he always kept a few in there, in case he needed

them, just for times like this.  Of course, he never considered he would use

them this way.

   "Ok. Ok. We'll do it.  I've just have to know what it feels like.  But

please, you've got to be gentle.  It looks like that thing can hurt me."  Joe

said, looking at Jay's stiff appendage.

   "I'll be gentle."  Jay promised.  "You can be on top, if you want."

   Jay layed back on the bed, and opened one of the foil packets.  He took the

rubber out, and unrolled it on his erect penis, as Joe watched in interest.

He had never seen another man putting on a condom before, and he was surprised

at how strange it looked.  He must have had a funny look on his face, because

Jay commented;

   "Haven't you ever seen somebody putting one of these on before?"

   "Hell no.  Have you?"  Joe returned.

   "Of course... well, I guess I haven't."  Jay considered.

   "Let me tell you then, it's not the sexiest thing I've seen tonight." Joe

said, unable to suppress a big grin.

   "Let's get on with it."  Jay said.  "Unlike you, I'm under pressure to

perform."  He grinned.

   Joe slid the romper down, stepping out of it, and ran his hand along his

own crotch, in an attempt to tease Jay.

   "Don't worry, I think I can remember what makes your willy feel good.  We

can keep the pressure up."   Joe said, trying his best to sound seductive.

Joe was aware of the effect a female body had on a male's, and noticed that

his actions were having the desired effect on Jay's libido.

   Not really sure how to go about it, but anxious to know what it would feel

like, Joe got on the bed with Jay, then crawled over and straddled his hips.

As he stood there on his knees, Jay's erect penis was almost touching his

belly.  He reached down, and timidly took it in his hand.  It was warm.  He

didn't remember his own penis feeling that warm when he touched it.  He was

impressed by the silky texture, and the almost instant hardness of the thing.

With his fingers wrapped around it, he squeezed it and instinctively moved his

hand up and down.  He had never touched another man's penis before, and he

found it was very different than touching his own.  The lubricant on

the condom made everything very slippery.  Jay let out a little gasp.

   "Now don't get carried away.  I think I'm almost ready to shoot off as it

is."  Jay warned.  "If you want to try it on for size, you better lay off the


   Joe looked down at the hard flesh.  He lifted one of his knee's and began

rubbing the tip of Jay's penis along the moist folds between his legs.  It

felt fantastic, but he was still apprehensive.  The big thing would probably

split him in two.  Jay pushed his hips up, trying to push against Joe with his

penis.  When Jay did that, Joe would raise his crotch up, and his movements

were keeping Jay from entering him.

   "Come on Joe, put it in, won't you?  You're driving me nuts."  Jay pleaded.

   "I'm working on it.  You'll get your chance."  Joe said.  "I've got to do

this at my own pace, and I don't want to rush it."

   Finally,  Joe took Jay's penis, and placed at what he figured was the

opening to his vagina.  He took a deep breath, and let his body slowly descend

on Jay's hardness.  Jay thrust upwards, and Joe felt it starting to go inside


   Joe tensed for the pain he knew would come.  Suddenly, he felt Jay's hands

on his hips, pulling him down, impaling him.  Joe could sense that Jay was

inside, but was surprised to find that it didn't hurt for him to be there.  It

didn't hurt at all.  It felt sort of strange actually, not particularly good,

but not bad either.  Was this it,  he thought?

   Then Jay started pumping, moving around, and sliding in and out.  Now that

felt great, Joe thought.  He couldn't resist matching Jay's movements stroke

for stroke.  Looking down, Joe noticed his breasts were bobbing along with the

movement, and it embarrassed him.  He dropped forward, and layed down on top

of Jay, closing his eyes.  He let himself be carried away by the new

sensation.  At the top of Jay's movement, Joe was enjoying a pleasurable

friction on his clitoris,  and that was followed by a strangely wonderful

feeling of fullness he couldn't describe.  It was fantastic, and he wanted it

to continue forever...

   After only a minute or so this new sensation, Joe could feel Jay tensing up

beneath him.  He knew from experience what was happening, and tightened his

own muscles, remembering how good it felt to have a snug vagina gripping your

penis. He was surprised to find how pleasurable it was for him too.  Why

didn't women do it more often, if it felt this great?  He wondered.

   "I'm sorry Joe, but I'm going to come."  Jay said.  "You're just so tight,

and feel too good."

   Joe hugged him, pressing Jay's crotch into his own, and tried to crimp down

on Jay's penis as tight as he could.  Jay's legs became stiff, and he squeezed

Joe so tight he could hardly breath.

   "Back off a little, man."  Joe gasped.  "You're crushing me."

   "You're fantastic, Joe."  Jay said.

   Now Joe could feel the twitching of Jay's penis, as it squirt his load.

Joe tried to feel it inside him, but then remembered the condom.  Strangely,

he found himself wishing that Jay wasn't wearing one.  What's wrong with me?

He wondered.  I don't have some secret desire to get pregnant, do I?

   Jay's muscles released, and he let himself go limp.  Joe could feel his

penis, which was still inside him, getting smaller and softer.  He didn't want

the moment to end, but realized that it was not Jay's fault.  He raised his

pelvis, and felt a little pop as Jay's penis came out of his still wanting

vagina.  He rolled off of Jay, and lay on his back beside him.

   "That was good, Joe."  Jay said.  "I think maybe the best I ever had."

   "Oh, yeah?"  Joe looked at him and grinned widely.  "I'm glad you liked it.

But I'm beginning to realize what sex is all about for a woman."

   "Is it better than for a guy?"  Jay asked, becoming curious.

   "Maybe it's just because it's my first time...from this side, of course...

but, yeah, I think it feels better, but it don't last long enough..."

   "I'm sorry...I was just too excited...You felt so good...I couldn't hold

back any longer.  You remember how it is, don't you."  Jay apologized.

   "Sure.  I remember.  I remember all too well.  I remember all the times I

did the same thing, and didn't realize how it left the woman...the way she

felt...the way I feel right now.  Can we do it some more?"  Joe asked.

   "Well, I'm not seventeen."  Jay said, smiling.  "Give me a little while and

we can go again."

   Joe looked down at his pals organ.  It was no longer erect, but it was

still wrapped loosely in the condom.  The condom was slightly tinged with

pink, which Joe realized was a mixture of the lubricant, his secretions, and

blood.  Then he suddenly realized, he wasn't a virgin anymore.  His hymen was

torn completely now, as evidenced by the pink condom.  He tensed the muscles

in his crotch, and felt a small irritation.  He touched himself with his hand,

placing a finger inside his opening.  The narrowing he felt that morning was

gone.  Feeling himself, he also realized that he was still excited, and his

clitoris was begging to be touched.

   Jay watched Joe inspecting himself, and found the sight highly erotic.

   "You're beautiful, do you realize that?"  Jay said.  "Would you mind if I

touched you?"

   "I think I'd love it."  Joe said.  "I still want you inside.  I can't

explain the way it's really good..."

   Jay touched one of Joe's breasts, and softly caressed it.

   "I think I can be ready to go again soon."  Jay said, and looked down at

his own softness.  He saw the used condom still on it, and started to

carefully pull it off.

   "Look at this pink stuff."  Jay said.  "I don't remember it looking pink

when I put it on."

   "I was a virgin, then."  Joe grinned.  "Now, I'm not."

   "You were a virgin?  I took your....really?"  Jay stammered in awe.

   "I guess I got to loose my cherry two times."  Joe teased. "The second was

much easier, for me, than the first."   He remembered his first awkward time

with a girl.

   "But, I didn't realize you were a virgin."  Jay sounded sorry.

   "What did you think?  When I changed, everything seemed to reform to what

it would be if I were born a female.  There aren't any physical changes when

guy looses his cherry, but there can be for a girl."  Joe put his hand over

his crotch.

   "What should I do with this?"  Jay asked, holding the gooey, come filled


   "Flush it.  I don't want it."  Joe said, smiling.

   Jay got up, and took the condom to the bathroom.  Joe heard a flush, and

Jay came back to the bed.  His penis was still limp, and Joe realized then

that he had probably never seen another man's erection, up close and personal,

until today.  The difference in size between the aroused, and limp state was

amazing.  Joe wondered if he'd ever have a penis again.  He wasn't sure if he


   Jay stood by the side of the bed, just looking at Joe's body.  As he did,

Joe saw Jay's penis began to stiffen.  He reached over, and put his hand

around it, pulling Jay to the bed with his cock.

   "Don't rip it off."  Jay teased.

   Joe squeezed him tightly, and felt him getting harder by the second.  He

slowly ran his hand up and down along the shaft, until Jay seemed about the

same as he was before.

   "Looks like you're about ready for action again, tiger."  Joe said.

   "You just don't give a guy a minute, do you."  Jay teased.  "It must be

really good, the way your acting."

   Joe considered what Jay was saying.  Maybe he was acting a little horny.

But, he hadn't climaxed yet, and Jay had.  As a male, he was used to

performing until he found release.  Now, he was dependant on the endurance of

his partner.  It was a new position to be in, and he was not used to it.

Right now, he just wanted to feel Jay inside him, and find relief.  With

Linda, even since the change,  she had treated him more like a man, always

concerned with his sexual release, and of course, with her, there was no

erection, or lack of one, to be concerned with.

   "Humor me, will you?"  Joe asked.  "I'm not used to this, and I guess I

don't really know how to act."

   "Your doing ok."  Jay said.  "Your doing ok."  He closed his eyes, as Joe

stroked his penis.

   "Let's do it again."  Joe said, getting the second rubber from the stand,

and ripping the wrapper open.

   "I'm with you."  Jay said.  "Do you want to put it on me?"

   "Lay back."  Jay said.

   Joe took the rubber and rolled it on his friend's appendage.  When it was

in place, he layed back on the bed beside Jay, and cupped his breasts with his

hands, trying to tease, and entice his pal.

   "Come and get it."  He said.  He spoke as seductive as he could, but

talking like that made him feel kind of silly.

   Jay rolled over, and put his lips right on Joe's left breast, taking the

whole nipple in his mouth, and suckling like an infant.  The action surprized

Joe, but he discovered it felt very pleasurable.  As he worked on Joe's breast

with his mouth, Jay started fondling Joe's crotch with his hand.  The

combination felt fantastic, and Joe began to writhe with pleasure.

   "Feels pretty good, huh?"  Jay asked, watching Joe move with pleasure to

his touch.

   "Yeah...Ah...yeah, it does."  Joe answered.  His eyes were closed, and his

breathing  had become short gasps.

   "Do you want me to continue, or are you ready to get down to business?"

Jay asked.

   "I...Ah...I don't know...keep doing this for a while."  Joe breathed.

   Joe could feel his pleasure reaching a crescendo.  He found that what he

wanted was for Jay to enter him, but he didn't want him to stop what he was

doing with his hand.  He rolled on his side, and pulled Jay's penis toward his

crotch.  Jay maneuvered into position to enter him, and removed his hand from

Joe's vulva.

   "Don't stop what you were doing with your hand."  Joe begged.  It was

embarrassing to ask, but it felt so good.

   Jay kept his finger near Joe's clitoris, but, with difficulty, he was able

to get his penis into Joe's opening at the same time.  Joe was moving around

so much that Jay just lay there, and held himself in position.  In a few

minutes,  Joe tensed up, and became stiff as a board.  Jay could feel a

rhythmic tightening and loosening, as Joe experienced orgasm.

   Joe lay still, gasping for air.  Jay started to move his hips, but he was

immediately stopped by Joe.

   "Ohh, don't move...don't move."  Joe begged.  "I can't stand it.

   The feeling of Jay's touch on his clitoris now felt excruciatingly painful.

With he was with Linda, she instinctively new when to touch him, and when to

stop.  Jay's more aggressive approach to intimacy was Ok until he reached

climax, but afterward, any touch to that area became intolerable.

   Jay pulled away from Joe, and lay on his back beside him.

   "I hope you you've had enough."  Joe said to his friend.  "I don't think I

can take any more for a while.

   "No I'm fine."  Jay said.  "It was fantastic.  If anybody would have asked

me if I'd ever go to bed with you, I'd have punched them out.  But you were


   "Yeah.  I never thought I would want to do this, but it was almost like I

was out of control."  Joe said.

   "I have that effect on women."  Jay grinned.

   "The hell you do."  Joe said, poking him in the ribs.

   "Anyway, it was fantastic."  Jay repeated. "I don't think it ever felt like

that before.  It was like you could read my knew just what would

feel good."

   "I guess I did know."  Joe said.  "Remember, a week ago, I was on that side

of the fence.  I still remember it."

   "Is it better on that side?"  Jay asked his attractive friend.

   "I don't know, exactly.  It's's great...but I don't know if it's

really better.  Just different.  You feel pretty good too, you know that?"

Joe told his friend.

   "I had a suspicion, from the way you were acting."  Jay answered.

   "You should feel it."  Joe said.  "It's like somebody turned up the gain on

all my senses.  It's not bad sometimes.  I think maybe I could learn to like


   "Sounds like you might get the chance."  Jay said.

   "Yeah. Joe mused.  "I know.  I don't like to think about it.  It's easier

if I think of it as temporary.  I don't want to consider what my life might be

like if I have to stay like this."

   They lay there talking.  The subjects ranged from cars to planes, even

women.  Eventually, they fell asleep.  Joe lay next to Jay.  He had no desire

to go to the other bed.




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