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Lexy's Futa Life Pt. 3

You know that feeling you get when you wake up from sleeping somewhere unfamiliar and you forget where you are and what you're doing? That was how I felt after my night with Val. But in addition to waking up in a strange room, I also had a gorgeous naked woman lying on top of me, and the biggest morning wood of all time. The memories came one-by-one. I was in Val's room. We had sex. And I had a cock. I had a cock! Right now it was digging into Val's hip, who was passed out on top of me. I felt well-rested and really, really comfy, but Val's silky skin was making me oh so horny. I gently started thrusting my hips, loving the feeling of her smooth tummy rubbing against my cock. With one hand I reached down and began to caress her perfectly rounded ass. After just a few thrusts, I felt her stir, and she wrapped her hand around my dick and began to stroke.

"G'morning, sexy," Val said, her eyes fluttering open.

"Hey there beautiful," I said, lifting up her chin for a kiss.

"You know, there's some things I didn't get a chance to do last night," she said, moving her kisses down my neck to my breasts, pausing for a moment to give extra attention to my nipples, and all the while still stroking my cock with her hand.

"Such as?" I asked.

Val continued her trail of kisses down my tummy, then, locking her eyes with mine, planted a long, luxurious kiss on the head of my dick.Lexy

"Such as... mmm... tasting this... ahhh... amazing cock." In between words, Val continued making out with my dick, and I could feel her tongue exploring it.

"That feels incredible, ungggh," I said. "You like sucking my cock, baby?"

With the head of my cock still in her mouth, Val met my gaze with a pleading look in her eyes and nodded her head yes.

"I'm so happy right now," I said. I stroked Val's head as she kept working. "Yes, keep going just like that," I said. She wasn't trying to deepthroat me, and I didn't expect her to. Just this was amazing enough.

"There's something else I wanted to do, too," Val said, letting my dick fall out of her mouth with a pop for a moment, then taking it back in. With her other hand, she slid two fingers against my pussy lips.

"Ohhh, yes baby, my pussy needs you too!" I said. In all the excitement over my new genitals, I hadn't forgotten about my vagina, but it was definitely getting second billing. It's just hard to stimulate while also fucking someone with your cock, which was the only thing on my mind the night before. But now, I desperately wanted to know what it felt like to orgasm with my dick and pussy at the same time, and I was well on my way.

Feeling my wetness, Val tentatively inserted a finger into my pussy, and I yelped with pleasure. Having someone finger me was another new experience for me, and I relished it, especially since my best friend Val was the one doing it.

"More," I said. "I'm really close, baby."

Val immediately inserted a second finger, and I arched my back and groaned.

"Gimme your cum, baby, I wanna taste it so bad!" There was a slight whine in Val's voice as she spoke, like she was truly desperate to have my load in her mouth, and the sexiness of it was enough to tip me over the edge. I felt an orgasm starting to rise in my pussy already.

"Yes! Yes, I'm cumming for you! I'm cumming!"

Just as my pussy was reaching its climax, my dick had started one of its own, and it came on hard and fast. The effect of both orgasms happening simultaneously was phenomenal, and I was completely overpowered by pleasure. Val kept her lips locked over my cock as spurt after spurt of jizz coated the inside of her mouth, then swallowed with a grin.

"Holy fucking shit," I said, a stupid smile on my face as I watched Val finish up.

"Mm, tasty. Thanks for breakfast in bed, babe," Val said with a smirk. We both broke out into giggles and I pulled her close and kissed her hard.

"I am the luckiest girl in the world," I said.

"Uh, no, that would be me!" Val said. She sprung up onto her knees on the bed. "Now come on, if you don't hurry, you're gonna be late for class."

"Hang on," I said. In one smooth motion, I pulled Val back down and swung over top of her. To be fair, she didn't put up any resistance, and she opened her legs wide for me. "You haven't cum yet," I said. "So class will have to wait."

I was still rock hard and more than ready, and in moments I was balls-deep in Val's wet and hungry pussy once more, where I belonged.

"YES! Fuck me, fuck me, fuck me, fuck meeee!" Val screamed in time with my thrusts. She was very vocal during sex, and I loved it.

"Do you like fucking your bestie's cock?" I asked.

"YES!" Val screamed. "Your cock is the besssst!"

"I think, unf, you're getting addicted to it," I said.

"Yes, I need it! I need it so much."

"You need me to fuck you every day?" I asked.

"Yes, please Lexy, every, oh God, every single day!"

"You need me to cum in your tight little pussy every day??

"Yes, yes, YES! I'M CUMMING!" Val screamed.

"I'm gonna cum too, baby! I'm gonna cum inside!" I said.

"Ohhhh, I need it, please cum in me, do it baby, please!"

I released, holding my last thrust until I was completely spent and I finally felt my cock start to deflate.

"Oh my God," Val said, her chest heaving beautifully as she regained her composure.

I kissed her lips softly. "You are amazing," I said.

"No you are," Val answered, smiling.

"We can work out who's more amazing later," I said. "We should both probably get dressed and get ready."

Val agreed, and we hastily cleaned ourselves up and put clothes on. My panties, surprisingly, still did a decent job of holding in my dick and balls, although they definitely felt tighter, and the same was true of my jeans. My bra was pretty tight now as well, since my boobs had gotten bigger. It was hard to tell exactly how much they'd grown, but it felt like as much as a full cup size. Fuck yes. Val picked out a shirt for me to borrow, and I was thrilled to see that it was low cut, showing off a fair amount of brand new cleavage.

"Damn, you look hot!" Val said as we checked my reflection in her mirror.

"Thanks babe, so do you!" I said, giving her a quick kiss on the lips. She wore a skirt and tank top, with thong panties and a sports bra underneath. "God, I love that I can just kiss you now!" I said. In response, Val kissed me again, longer and harder, and gave my dick a light squeeze through my pants. I gave her a playful slap on her butt.

We said goodbye and made plans to meet up for lunch at the cafeteria as usual, then shopping after our classes were over. I made a brief stop back at the dorm to get my notes and a snack. Penny had already left for her early class, but she'd sent me a text:

"Hey girl! Hope you had fun with Val last night! [eggplant] [peach] I wanna know all the juicy details xD I am so happy for you!!! Talk soon!"

I responded:

"It was awesome! Thanks for supporting me thru this, it really means the world to me. And thanks for the handy too! <3 <3"

I wasn't sure why I mentioned her little hand job again. Pre-futa Lexy definitely wouldn't have been that forward, even in a semi-joking way. But I was different now. And to be honest, I was falling in love with the new me.

My classes were fairly boring. I did notice a few guys checking out my boobs, which didn't usually happen much before, but I didn't care about guys anyway. One other thing I realized while sitting in class was that I just felt slightly horny all the time. My English Lit professor was wearing a tight blouse, and I had to stop myself from ogling her boobs as she led discussion. Likewise in my public speaking class, whenever a girl went up to the front to give a speech, my eyes locked onto her ass.

I realized that only three other people knew I was a futa: Penny, Val, and Doctor Winter. I also realized that if I wanted to, I could keep it that way. I didn't have to officially come out if I didn't want to. But after a moment's thought, it was clear to me that keeping this part of me private was not what I wanted. I was a futa, and there was nothing wrong with that. In fact, I already loved being a futa, and the idea of pretending to be just an average girl again did not appeal to me. There was one person in particular who I decided deserved to know the truth right away. I had no idea how she would react, but I just couldn't imagine keeping it from her. After class was over, I gave her a call.

"Hi Alexis!" Mom said.

"Hi Mom! How are you?"

"I'm doing great! Just touching up this engagement shoot I did earlier in the week, the shots came out really nice."

"Your pictures always come out nice, Mom," I said. Mom was a wedding photographer, and she was really good. I mean, I wasn't an expert on cameras or photography, but she had a way of revealing things with her pictures--things that just wouldn't come across if anyone else had taken the photo. When you looked at wedding photos she had taken, you could see the love the couple had for each other radiating from the picture.

"Thanks sweetie. How are you? Are you between classes right now?"

"Yeah, I'm actually getting ready to meet Penny and Val for lunch," I said.

"Oh cool!"

"But there was actually something I wanted to tell you."

"Oh? What is it hun?"

"Mom... I'm a futanari now."

There was silence for a moment, then Mom finally spoke again.

"Oh wow. Oh wow! Sweetie! That's amazing! Is everything OK? There weren't any complications?"

"No, everything's great! I had to go to the hospital for a bit yesterday when it happened, but they released me that afternoon."

"Did it hurt at all?" Mom asked.

"A little, at first, but nothing major," I said.

"How do you feel about everything?"

"It's... a lot to get used to," I said. "But Mom, I'm really happy. I finally feel like I am who I'm supposed to be. Or at least, I'm starting to."

I could hear Mom choking up a bit. "Aw baby, that's so good, I'm so happy for you! You're making me cry now!"

"Me too!" I said, wiping a tear from my cheek.

"I know this is something you really wanted."

"You did?"

"Of course I did, I know you. But now you are! I'm so proud of you honey. You are everything I could hope for in a daughter. I will always be proud of you."

"Thanks Mom, that means a lot to me."

"So, how many people have you told?"

"Just you, Val, and Penny. And my doctor, obviously. But I've decided I don't want it to be a secret. So if anyone asks about me, you can be honest."

"OK sweetie," Mom said. "That's probably for the best. I'm sorry I don't have more to tell you, I don't know much about futanari, but I'm going to do my best to learn."

"Thanks Mom," I said.

"Oh! I have an idea," Mom said. "How about you come home this weekend and we can celebrate! You can bring the girls too!"

"Oh my God, that would be awesome! I'll have to check with them, but I'm sure Val and Penny will want to come."

"Great! Yeah just let me know!"

"OK, well I gotta go. Thanks for everything, Mom. I love you so much."

"I love you too, Lexy. Talk to you later!"

Wow. I couldn't believe I was actually kind of nervous about telling my Mom before. In hindsight, it was obvious that she would support me no matter what. She was amazing, and I was lucky to have her.

A few minutes later, I was at the cafeteria, waiting for my friends to arrive.

"Lexy!"

I looked up from my book to see Penny coming my way, arms outstretched for a hug.

"Penny!" I shouted, and wrapped my arms around her. We squeezed each other tight, and the feeling of our breasts pressing together actually caused my dick to get a little hard. Penny noticed it right away and blushed adorably.

"Aaand there's my girl!" Penny said, and we both burst into laughter.

"Sorry," I said.

"No! Don't be sorry, I'm flattered!" she said. "Wait a minute. Did your boobs get bigger?"

Now it was my turn to blush.

"Yeah, kinda," I said. "How do I look?"

"Um, amazing! I always thought you'd look hot with big titties. Not that you weren't hot before!"

"Those aren't the only things that got bigger," Val said, grinning. Neither of us had noticed her approach, and we each greeted her with a hug. But when it was my turn, I also leaned in and gave her a quick kiss on the lips. Val responded with a barely audible moan of satisfaction.

"Oh my God, I knew it! You guys look so cute together!" Penny said, grinning. "So, are you officially a thing now? Wait, what did you mean that wasn't the only thing that got bigger?" Penny leaned in closer to me and whispered: "Did your thingie get bigger too?"

"What do you say we get some food? I'm starving!" I said, and the girls laughed.

After getting our food from the cafeteria, we sat down at our usual spot. I sat next to Val, with Penny sitting across from us.

"So, tell me everything," Penny said. "What did you guys do? HJ? BJ? Sixty-nine? P in V?"

Val and I looked at each other, and I gave Val a slight nod of my head to encourage her to answer if she wanted to.

"Um, HJ, and BJ, and I fingered her, and um, the last one too." Val had to cover her face with her hands to hide her embarrassment, but she was smiling too.

"Oh my god! I'm so proud of you guys!" Penny said. "I mean, I knew you were gonna get together sooner or later."

"Was I that obvious?" I asked.

"Yes!" both girls answered in unison, causing another round of laughter.

"I mean, I probably was pretty obvious too," Val said.

"You were," Penny confirmed. "Sorry for teasing you guys, I really am happy for you. And I feel like, since we're all friends, we should be able to talk about this stuff if we want. But if it's making you uncomfortable, I can stop."

"It's fine, I like it too," I said.

"Yeah, it's kinda fun," Val said. "Plus, it's only fair, since Lexy told me about the handy that you gave her."

"You told her about that!?" Penny squealed, taking a turn hiding her face in embarrassment.

"Hey, fair's fair," I said.

"I thought it was kinda hot actually," Val said, biting her lip.

"Well," Penny said. "If your thingie did actually get bigger, I feel like I need to touch it again, just to compare, you know?"

"It did get a little bigger," I said.

"Really?" Penny asked. "How much?"

"Um, I haven't measured it, but, maybe like this?" I held my thumb and forefinger roughly the distance apart that I'd grown to give her a sense of it. Meanwhile, all this talk about my dick was actually giving me an erection, and I could feel the tip of my penis sticking out past the band of my panties. Thankfully it was still covered by my jeans.

"Oh my God, that's amazing!" Penny said.

After that, the sexy talk tapered off. I told them about my talk with Mom, and they both enthusiastically agreed to come home with me for the weekend to celebrate. Penny decided that Val and my official couple name was "Vexy," which we both liked. And we discussed some random stuff too. After we'd finished eating, Val and I held hands, and it was really nice just being affectionate together in public.

"So," I said, once we had finished eating and it was about time to head to our next classes. "I desperately need some new clothes, so Val and I were going to go shopping tonight. Do you wanna come Penny?"

"Yes, I'd love to! Are you sure I'm not intruding? I totally understand if you guys wanna chill together."

"No, please come! I insist," Val said.

"OK! I can drive if you want. I gotta get to class now though. Text me!"

"K, later!" I said.

"Bye!" Val said. After another round of hugs, she went on her way.

"I hope it's OK that I invited her," I said to Val, once Penny was gone.

"I was going to if you didn't," Val said. She leaned in to give me a long, firm kiss. "I'm not the jealous type, Lexy. If you want us to be exclusive, I'm fine with that, but I know you like Penny, too. And I think she likes you back."

"I'm like, 300% certain that she does, yeah," I said.

"Babe, she wants your cock, BAD!" We laughed. Val kissed me again, and leaned in close to whisper in my ear. "You should get with her tonight, baby. And tomorrow you can tell me about how you fucked her wet little pussy with your huge cock." She gave my dick a firm squeeze to emphasize her point, and I went a little weak in the knees.

"I will," I said. "And I'll still make time to fuck you good and hard every single day."

"And cum in me?"

I kissed her, hard.

"And cum in you," I said.

"That's all I ask," Val said with a smile. "Later babe!"

"Oh. My. God." Penny said.

We all stood at the entrance to Hotshot, our favorite clothing store at the mall.

"It's all on sale," I said.

"Everything," Val said.

It was true--the signs at the front of the store read "CLEARANCE!" and "EVERYTHING MARKED DOWN!" I let out a triumphant girly squeal and we rushed into the store. I was headed for the tops, but Val and Penny apparently had other plans. They instantly dragged me over to the athletic wear section.

"Here babe, you need something to show off your junk," Val said, handing me a pair of gray sweatpants.

"Yep, priorities! Here, we'll try something tighter, too," Penny said. She picked out some dark purple leggings and some bright red booty shorts. "These will really show off your thingie."

"Do I get any say in this?" I asked, laughing.

"Shhh, we're having fun!" Val said. I had to admit, all this attention was nice. Val and Penny had picked clothes out and gone shopping with me before, but I usually ended up buying stuff that was more plain. This time, I was ready to try new things.

Tops were next. Penny picked out a few low-cut tees that were practically see-through. Transparency was a new trend for tops, with many fashion-forward women even letting their nipples show through the material. Like I said, culture had changed a lot since futanari started appearing. But before, I never felt like that stuff was really for me. Now, I was getting hard just thinking about it.

Val picked out a few tank tops--some baggy, and some tight. One looked like it would barely reach my belly button! I wanted to try that one first.

Finally, we came to the underwear.

"OK, should we get you measured for a new bra?" Val asked. Penny seemed excited at the idea as well.

"Actually, I don't think so," I said. "It probably wouldn't fit me for very long."

"Are you still growing?" Penny asked.

"That's what her doctor said, yeah," Val answered.

"That's really hot," Penny said, practically drooling. Val and I both giggled.

"Here, I have an idea," Val said. She handed me a white bodysuit. "It's got buttons on the front, for when your boobs get bigger, and since it's a one-piece, it'll keep your dick in place!"

"Perfect!" I said.

With my arms full of fancy new clothes, we headed for the dressing rooms. Penny and Val waited by the three-way mirror while I went inside to change.

First, I tried the sweatpants and Val's cropped tank top. I had taken off my panties, which technically wasn't allowed in the dressing rooms, but I was pretty sure I would end up buying everything anyway. After pulling on the sweatpants, I knew that was the right choice. They were a little baggy, and giving my dick the freedom to move around felt amazing. Next, I removed my bra and put on the tank top. With my breasts filling it out, the hem actually ended just below them, giving a great view of my tummy. The girls would love this. I stepped out in front of the mirrors.

Oh my gosh!" Penny said.

"Oh fuck," Val said, her mouth slightly open.

I did a little spin in front of the mirrors. I loved the feeling of my nipples brushing against the soft fabric. The top wasn't see-through at all, but my hard nipples were still making themselves known. And something I hadn't noticed before was that the arm holes were so big, you could see a little side boob through them. It was definitely hot.

 

"Oh, I like this," I said, grinning.

"I think your dick likes it too," Val said, pointing at my crotch.

Apparently I had started to get hard down there too, and my dick was now tenting out the front of the sweatpants. Val reached over and gave my ass a slap, and my cock lurched to full stiffness.

"Oh gawd," Penny said.

"I better try something else before Penny drools everywhere," I said, and the girls laughed.

Next, I tried Penny's leggings and one of her see-through tops, exiting the dressing room to similar levels of excitement from the girls.

"Damn, look at your dick, babe!" Val said. Still fully erect, my penis was at least pulled against my waist by the tight leggings, but it left a sizable bulge, with my balls visible below.

"I don't know what's hotter!" Penny said.

I looked at one of the side mirrors, and was shocked to see what else the leggings had enhanced.

"Did my ass get bigger too?" I asked. Val gave me a friendly grope on one cheek, and to my surprise, Penny squeezed the other.

"Yup," they answered, almost in unison, and we all laughed. I was thrilled. I had always had a small, fairly flat butt, but now it had a proper curve to it, with definition in each cheek.

My eyes were drawn finally to the tank top, and my breath caught in my chest as I noticed just how see-through the fabric really was. My hard pink nips were clearly visible through the clingy pink fabric, and I instinctively reached up to feel them with my fingertips.

"This top is really hot, but I don't know if I can wear this out," I said.

"You look amazing in it, babe," Val said. "Maybe you can wear it just for me."

"Or me," Penny said.

Finally, it was time to try on the bodysuit. I pulled it on and stepped back out. This time, the girls were speechless.

"What do you think?" I asked, giving them a spin. The thong bottom left my ass cheeks fully bare, which, surprisingly, I loved. The tight material hugged my waist and actually compressed my tits a little. I had left the top two of the four front buttons undone, which showed quite a bit of cleavage. The crotch was wide enough to cover my balls, and was actually pretty comfortable, letting my stiff cock rest against my tummy.

Val simply closed the distance between us and kissed me hard on the lips, letting her hand reach down to paw at my bare ass. I stroked her face and pressed my crotch against her thigh and she moaned.

"I guess that means I'm buying it," I said. Val grinned.

"Nope, my treat!" she said.

I put my normal clothes back on and we went to check out. Val insisted on paying for the bodysuit for me, and Penny paid for my leggings, while I paid for everything else they had picked out. I thanked them both with hugs, and I even gave Penny a peck on the cheek, making her blush.

"OK, who wants pretzels? I'm buying!" I said. Val and Penny agreed, and we were all starving, so we made our way to the food court. While Val found us a table, Penny went with me to wait in line and help carry the trays.

The line was moving kinda slow, so I decided to have a little fun with Penny. I leaned over and whispered in her ear in my best sexy voice.

"You still owe me a blow job, you know," I said.

I thought I saw her whole body shiver, and I grinned.

"I would love that," she whispered back. After a pause, she said: "I've been thinking about your thingie all day."

"I want you, Penny," I said.

"I want you, too. Sooo bad," she answered.

I gave her a light slap on her ass and she smiled. It was our turn in line. Penny was silent as we made our way back to Val, but she quickly piped up again as we talked and enjoyed our food. Afterward, we headed back to Penny's car, and she dropped Val off at her dorm. I got out to give her a quick kiss goodbye.

"Have fun," she said, winking at me.

"Oh I will," I replied. I got in the front passenger seat and we made the quick drive back to our dorm. It was a quiet ride. I think we both knew what was about to happen. As soon as we were inside our dorm room, I dropped my shopping bags and took Penny in my arms, locking my lips to hers. She moaned loudly and wrapped her arms around my neck, tightening our kiss. My hands started to wander, and made their way to Penny's butt, cupping each cheek in my fingers. In response, Penny moved one hand down my chest to my crotch, lightly pressing her small hand against my dick. Then, she pulled away suddenly.

"Wait Lexy, is this OK? I know you and Val..."

"I checked with Val, she's fine with it," I said. "I think it turns her on."

Penny started unbuttoning my jeans. "Good," she said. "It's not fair for her to get you all to herself, you know." With my jeans undone, she pulled them down with my panties, and my dick sprang free.

"Oh my GOSH," Penny said. "It IS bigger!"

"Yeah, a little bit," I said. "I really wanted to show you all day, you were making me so hard."

"Really?" Penny asked.

"Fuck yeah."

"What do you need me to do, babe?"

"How about you start with giving it a kiss?" I said.

Penny looked at my dick intently, then lightly held it with one hand and kissed its head, working her lips over the soft skin of my glans.

"That feels so good, Penny," I said.

"I've never given a blowjob before," she said. "But don't worry, I know not to use teeth. And I promise I'll swallow!"

"OK, well we can practice as much as you want," I said.

Penny grinned and set to work. At first she mostly focused on the head, while gently stroking my shaft with one hand and my balls with the other.

"Your balls are so soft!" she said, giggling, then continued slurping. I was just focused on the intensely erotic sight of my roommate making out with my cock. I couldn't wait to shoot my hot cum into her waiting mouth.

After a minute, she seemed to gain some confidence, and began taking me deeper into her mouth, slathering my length with her tongue while it was inside. She continued to stroke my shaft, but she had also found my pussy, and began to tentatively stroke it as well.

"Oh, that feels so good baby, keep doing that," I said. Penny moaned around my cock and quickened her pace. The girl was a natural, and I was already getting close.

"Fuck, I'm gonna cum, baby," I said. "Are you ready to taste me?"

Penny looked in my eyes and moaned again. I placed my hands on the sides of her head and let myself go, shooting my load into Penny's hot, wet mouth. Spurt after spurt, it continued, and Penny closed her eyes, savoring every drop. I saw her swallow several times, and after about a half dozen shots, I finally came down, and Penny let my still-hard throbbing dick pop out of her mouth. She was breathing heavily.

"Are you sure that was your first time?" I asked. "That was fucking amazing!"

"Really?" Penny asked. I pulled her up into my arms and kissed her. I picked up the sweet and slightly salty taste of what had to be my cum on her tongue, which only turned me on even more.

"Really," I said.

"Does that earn me a reward?" Penny asked, grinning.

"Name it," I said.

"Um, I want your thingie inside of me," she said, shyly.

While her shyness was adorable to me, I wanted to see if she had a dirtier side. I had a feeling she did.

"My what?" I asked, one eyebrow raised.

"Your... cock." Penny grabbed my penis and squeezed it gently.

"As you wish," I said. I kissed her again, fiercely, and pulled her shirt up her torso and over her head, briefly interrupting our kiss. Her bra was next. Then finally, I got to see her enormous breasts again. I broke away from our kiss just to stare at them.

"I always wanted to tell you how amazing your tits are," I said.

"You really think so?" Penny asked. "I used to be self-conscious about them, but they grew on me." We both laughed at her joke. Her tits really were spectacular, though, the creamy white flesh peaked with two adorable pinkish nipples. I showered them with kisses as I ran my hands all over. Meanwhile, Penny worked on getting my own top off, and I leaned back to let her pull it over my head. My bra disappeared next.

"I can't believe your titties got bigger!" Penny said. "They look amazing."

"Thanks baby, here, touch 'em," I said, arching my back to stick them out for her.

"Really?"

"Of course, silly!" I said. She reached up and gently palmed one in each hand, grinning like a kid with a new toy. I sighed with pleasure, and put my hands on her tits as well.

As we continued feeling each other up, I leaned in and started kissing her again. I parted my lips and pushed with my tongue, then her tongue was pressing back, and I let her hungrily explore my mouth. I worked my hands down to her waist and pulled down her pants and underwear, leaving us both naked. I could feel her trembling with anticipation. I knew that Penny would require a different approach than Val--more gentle and slow. I knew she was a virgin too, and I wanted to treat her right for her first time. I carefully leaned her back and onto the bed, supporting her the whole way. My hair hung around our faces as I looked down at her gorgeous eyes, button nose, and swollen lips.

"Are you ready, babe?" I asked.

"Oh yes, Lexy, just... be careful."

"I'll go nice and slow," I said.

I kissed her lips softly and she parted her legs, letting me rub my cock against her pussy lips.

"You're so wet!" I said.

"That feels really good! Mmm, kiss me?"

I did as she asked, while grinding against her in longer strokes, until the head of my cock threatened to push inside her. Penny wrapped her legs around my back, pulling me close, and finally, my cock slipped inside. She gasped into our kiss as our bodies were joined into one. Only the tip of my dick was inside, and I leaned in a little more. Penny's pussy was incredibly tight, but equally wet, and she swallowed half my length with no resistance. With slow strokes, I pulled back, then in again, going a little deeper each time. Penny was panting heavily, and I leaned back to look her in the eyes.

"Ohhh, Lexy, that feels so good, your thingie is inside me!"

"Your pussy is amazing," I said. "I wish I could stay inside you all night baby." I could feel that her pussy was ready, and with my next thrust I buried my cock in her completely.

"Oh, oh oh OH OH!" Penny shouted with each thrust. "You're so BIG! I'm about to cum!"

"Cum for me baby," I said. I continued my slow and forceful rhythm, and she dug her fingers into my shoulders, pulling me closer.

"AHHH, I'M CUMMING!" Penny said, then continued to moan as I worked her. I was getting close as well, and I pressed my forehead against hers and pecked her lips.

"I'm getting close, baby. Do you need me to pull out?"

"NO!" Penny said, holding me even tighter. "Oh God, I'm still cumming, yes, cum inside me Lexy! Cum for me!"

Hearing those words was enough to put me over the edge, and I released, which seemed to spike Penny's orgasm to a new level. Then, just as with Val, I felt a tingling in my cock and my chest as my orgasm nearly fried my brain with pleasure. I looked down, and this time I could see my breasts expand ever so slightly.

"Ugh, you're so deep! Did you get bigger again?" Penny asked. We were both out of breath, and I slowly pulled my still-hard dick out of Penny's pussy.

"Holy fuck!" I said as I saw my newly improved dick. After Val, it had grown about an inch, which was noticeable, but not immediately obvious. This was obvious. My cock seemed to have grown by about a third, adding at least two inches to its length. I held the shaft with both hands and squeezed gently.

"Two hands, oh my god Lex!" Penny shouted. "And you're still hard?"

"Yeah I fuckin' am! Are you ready for more, babe?"

"Yes, oh yes!" Penny spread her legs again, and I sank my cock to the hilt in her soaking wet pussy.

"You're so big, ugh! Fuck!" Penny said. She reached up to play with my tits as we fucked. "And your boobs, oh my god!"

I held Penny's waist with both hands and increased my pace. My thrusts were long and fast, and I marveled at how our tits jiggled in unison. Penny arched her back, and I could tell she was about to cum.

"I want to fuck you like this every day, Penny. I'm gonna make you cum on my dick."

"Really?" Penny asked.

"Yes, oh fuck yes baby!" I said.

"I'm gonna cum, I'm gonna cum!" Penny said.

"Me too!"

"Do it with me babe! Yes, yes yes YES!"

Penny grabbed my face and pulled me in for a ravenous kiss as I exploded inside her once more. Her body was shaking like a leaf, and I kept thrusting as I coated her insides with semen, blast after blast, until I finally collapsed onto her trembling body. Our breaths were synced, and I gazed into her eyes, caressing her cheek with my thumb. She smiled, still somewhat dazed with pleasure. My cock was finally softening, and I reluctantly pulled it out of her, relishing the highly erotic squishing noise as a pool of jizz spilled out with it. We lay like that for a while, smiling at each other, occasionally rubbing noses in an impromptu Eskimo kiss. We giggled.

"That was amazing," Penny whispered.

"It was. You make me really happy, Penny. Thank you."

"No, thank you! You're a really great person, Lexy. I'm really happy. Did you have a crush on me, you know, before?"

Maybe it was because we had just had sex, but I was feeling more shy now. It was a little embarrassing to admit I'd wanted to fuck my roommate, but we were past that point now.

"Oh gosh, yeah, I mean you were always so friendly and nice ever since we moved in, and we kind of became friends right away, but I always thought you were really hot. I probably never would have said anything if I hadn't become a futa, but since I did, I decided to shoot my shot I guess."

"I'm really glad you did, babe." Penny kissed me. "To be honest, I kind of had a crush on you, too. Um, a big crush, actually."

I grinned. "Really?"

Penny smiled too, and nodded. "From the day we met. Now if you'll excuse me just for a second, I really have to pee!"

We laughed, and Penny went to the bathroom. It turned out we had made a bit of a mess, so I took the opportunity to clean up a little. When she came back, we got in her bed again together. I spooned her, holding tight to her chest with both arms, and in minutes we were both asleep.

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