Ben and Karl are best friends. One day Ben comes over and finds his best friend dressed in panties and a bra. Can their friendship survive? If so, what happens next? m/m I opened the door and ducked my head into the house. "Hey, Karl, are you here?" I yelled. I waited but got no response. I didn't know why I even bothered to yell. Karl was going to be up in his room with his iPod blasting in his ears as usual. I walked into the house and headed up to his room. Karl and I had been best friends since first grade and he'd told me a long time ago to not bother knocking and just to come in. Even after seven years, I still felt a little weird doing it. I climbed the stairs and walked down the hall to his room. When I came to his door, I froze at the sight in front of me. Karl was wearing his iPod, like I expected. It was the silk panties and the training bra that blew my mind. I stood there watching my best friend, dressed like a girl, dancing around his room. I didn't know what to do. He had his back to me and I thought about sneaking out of his house, but I couldn't get my legs to move. He had his eyes closed as he danced and when he turned around I could see he had make-up and lipstick on. This had to be a joke or something. I just didn't get it. His long, blonde hair bounced in his face as he danced. His hands slid down his skinny body as he twisted and turned. I still wanted to sneak away but I couldn't take my eyes off of him. There was something magical about the way he looked while he danced. He looked so free. The song he was listening to must have ended. He stopped dancing and wiped the sweat off of his forehead. He opened his eyes and saw me standing in his door. We both stood there, his crystal, blue eyes staring into mine. I watched his eyes get so big I thought they were going to pop out of his head. He suddenly jumped forward, grabbed his door and slammed it. I just had time to get back or the door would have smashed me in the face. "What the hell are you doing?" He screamed from behind the door. "Get out of my house!" "Karl, what the hell, man?" I asked. "Ben, get the hell out of my house right now. I hate you. I never want to see you ever again!" He screamed. Not know what else to do, I turned and made my way out of his house. I went home and went right to my room. When I came down for dinner my dad asked if everything was okay. He said I was really quiet. I told him it had been a weird day was all. Weird, yeah, there's the word for it alright. *** That night, I lay in bed watching the minutes tick by on my alarm clock. I just couldn't get the sight of Karl out of my head. I'd known him most of my life and he'd never even given a hint about anything like this. I'd stayed the night tons of times and he'd always just been geeky, old Karl. Had he always been like this and just not told me? Was this some new phase or something? I wished I'd never gone over there. I wished I hadn't stood there watching him. Watching the way his hair bounced around his face when he danced. Seeing the way the lipstick made his already puffy lips look bigger and softer. Or the way the silk panties clung to his ass. I felt my penis harden as I thought about Karl. I couldn't believe it. I was thinking about best friend, dressed as a girl and it was making me hard. What the hell was going on? *** The next day as school, Karl avoided me. Every time I walked up to him, he turned and ran off. In the two classes we had together, he made sure to sit as far away from me as possible. I was surprised by how much his avoiding me hurt. I wanted to cry. I wanted to yell. I wanted to smack him upside the head. After a million years, school finally ended. Normally, we'd meet by the football field and walk home together. I waited around for a few minutes, hoping Karl would show up and everything would be okay again. He never showed. I walked home, my shoulders slumped, staring at the ground. It felt like the time my German Sheppard, King, had died. I felt like a piece of me was missing. I got to the corner of Coronado and, instead of going home, my feet took me to Karl's house. I stood outside the door for a few minutes, trying to work up the courage to knock. I couldn't do it. I turned to leave when the front door opened and Karl's mom came out. "Hey, Ben, how're you?" She asked. I shrugged and said, "Okay, I guess." She looked at me a moment before asking, "Did you and Karl have a fight or something?" "No. He's mad at me about something but he won't talk to me and tell me what I did," I lied. Karl's mom laughed and said, "Sometimes Karl can be a little bit of a drama queen. Why don't you go on inside and talk to him? I have to go in early tonight so I left money for pizza if you two want to order some." "Thanks, Mrs. Jackson," I said. "Bye, sweetie. Everything will work out, you'll see," she said walking over to her car. I took a deep breath and walked into the house. I looked in the front room but Karl wasn't there. I trudged up the stairs and headed towards his room. I stopped in the hall, out of sight of his door, afraid to continue. What would I do if he was dressed like a girl again? I felt my penis stir at the thought of him in those panties. I tried to shove the image out of my head but it just wouldn't go away. Adjusting my now hard penis, hoping he wouldn't notice it, I walked into Karl's room. He was lying on his bed, staring at the wall. He didn't even look at me when I walked in. I walked over and sat down on the end of his bed. "Hey," I said. After an eternity, he whispered, "Hey." "So," I said, "your mom left money for pizza, do you want me to see if I can hang out for dinner?" His eyes slid away from the wall and met mine. He stared at me before asking, "Do you want to?" I shrugged and said, "Sure." "Okay," he said. I called home and got permission to stay but I had to be home by eight. We ate pizza and watched some dumb reality shows. For a few minutes everything was back to normal again. I felt like a ton of bricks had been lifted off my shoulders. It was closing in on eight so I told Karl I had to go. I headed for the door when he called my name. I turned and he was staring at me, his eyes boring into me. "Please don't tell anyone," he said. I met his eyes and said, "Karl, you're my best friend in the whole world. I'd never do anything to hurt you, man." His lip quivered and tears spilled down his cheeks. "Thank you," he said, sobbing. I walked over to him and pulled him into my arms. He wrapped his skinny arms around my waist and cried into my shoulder. It felt weird and awkward to stand there holding him while he cried but I had my best friend back. That was all that mattered. When his sobs died away, he lifted his head off of my shoulder and looked at me. He leaned forward and pressed his lips to mine, giving me a quick kiss before stepping back. As if the situation hadn't been awkward enough! I stuttered and stammered for a second before I said, "I gotta get home." He nodded and I fled from his house. I ran the whole way home, my mind spinning out of control. I rushed into my house, yelled I was home and bolted into my room. I closed the door and lay on my bed. My dad popped in to see if I was okay before he went to bed. I lied and told him I was fine. After he left, I stripped down to my boxers and flopped back on my bed. Why did he kiss me? Was it some sort of brotherly thing? Or did he mean more by it? Why hadn't he just left it alone! Things had felt like they were back to normal, dammit! His lips had felt really soft though. I swore I could still feel the touch of his lips on mine. My traitorous penis grew rigid while I thought about the kiss. With my heart hammering in my chest, I slid my hand down under my boxers and took my penis in my hand. I stroked it up and down, trying to think about Sherrie from my English class. Instead, thoughts of Karl dancing in his panties floated into my head. I wondered what it would be like to dance with him when he was dressed like that. Or maybe to have him dance without the panties at all. My orgasm took me by surprise. I almost screamed the pleasure was so intense. My penis throbbed in my hand as cum squirted out into my boxers. Afterwards, it took a minute before I could do anything but lay there gasping for air. When I could move again, I slid my boxers off and rubbed them against the tip of my penis to wipe up the last of my cum. Tossing my boxers on the floor, I laid there wondering what was happening. My best friend dressed like a girl and I jacked off thinking about him. How much weirder could things get? *** The next two days, everything was back to normal. At least, that's what I told myself. Karl and I talked and goofed off. We hung out after school and everything was great. I pretended not to know what he did or that, every night, I jacked off thinking about him. Saturday afternoon Karl called and asked me to spend the night. I checked with my dad and he said it would be okay. I packed a bag, pretending my heart wasn't trying to beat its way out my chest. This was just a normal weekend sleepover. Just like the hundreds before. I got to Karl's early and we ate with his mom before she went to work. After she left, we sat on the sofa watching TV. For a while, everything was okay. Then we both got quiet. I didn't know why Karl was quiet, but I was keeping my big mouth shut because it was taking all my willpower to not ask him what was going on. I lasted another ten minutes before I blurted, "Karl, dude, what's going on? Why were you wearing girl's panties and a bra?" Karl froze, his eyes locked on the TV. He sat there for a moment before his lip started to quiver. He jumped off of the sofa and ran upstairs. Not know what to do, I chased after him. I found him standing in his room, looking away from the door and, more importantly, me. His shoulders shook and I knew he was crying and it was my fault. I walked up behind him and put my hands on his shoulders. I tried to turn him around but he fought me. Instead, I wrapped my arms around him and stood there holding him. While I held him, I noticed my penis was pressed right up against his ass. I tried to adjust myself without letting him go and all that did was make me rub against him. I felt my penis quickly grow rock hard. Could Karl feel it pressing against him? I was at war with myself. I wanted to hold him and make him feel better but, at the same time, I wanted to get away before he noticed how hard I was. Even after he stopped crying, I stood holding him. I was petrified but it felt so good, so right. He reached up and held my arms right against his chest. I gave him a little squeeze which only made my penis rub against his ass. Had he felt that? Karl pressed back against me, his ass pushing hard against my penis. He flexed his knees a little, sliding his ass against my raging hard-on. Was he doing this on purpose? I didn't care about how weird it was, I just wanted him to keep doing it. He didn't though. He let go of my arms and stepped away from me. Reluctantly, I let him go. "I gotta go to the bathroom," he said. "I'm a little snotty here." I chuckled and said, "You've always been a snotty little bastard." He laughed and made his way past me and out of the room. He never once looked over at me. Sighing, I sat down on his bed and tried to control the emotions that were burning through me body. I was still harder than hell too. I thought about going to the other bathroom and jacking off to relieve the pressure but Karl came back before I could. He sat down on the floor by his door and picked at the carpet. I didn't dare say anything for fear he'd run out of the room again. I just sat there, feeling very uncomfortable. "I've been doing it for about a year or so," he said. My jaw fell. How the hell hadn't I noticed? "Why?" I asked. He shrugged and picked at the carpet some more. "I dunno. It just... feels good. I feel more real." He huffed in frustration and punched the floor. "I can't explain it right. Hell, I don't even understand why I do it. I just feel more normal when I'm wearing them is all." I sat the digesting what he'd said. I guess I could understand that. It was kind of like wearing boxers instead of briefs. That made sense. Sort of. "What about the makeup and the dancing?" I asked. He laughed. "Yeah, if you can call what I do dancing." I snickered and said, "Dancing, having a seizure, it's all the same to me." We laughed and some of the tension left the room. Not all of it, but enough that we could breathe again. "So what about the makeup though?" I pressed him. If I could just make sense of all of it, maybe I would start making sense again too. "It's the same," he said. "It makes me feel normal and real." "Well, the lipstick did look good on you," I said. I slapped my hands over my mouth. Did I really say that? Karl looked up from the carpet for the first time. He looked at me for a moment before asking, "Do you really think so?" Not trusting my own mouth, I just nodded. So much for the weirdness starting to make sense. Now Karl was starting to make sense and I was getting weirder. "Thank you," he said. I just nodded again. When I felt I could control my mouth again, I asked, "Do you wear the panties all the time?" He laughed at me. "Hell no! That wouldn't go over too well after P.E. when we hit the showers, would it?" I felt myself blush. That had been a really dumb question. "When do you wear them?" I asked. He shrugged. "Around the house when I'm alone. Or, at least, when I'm not expecting company." "Hey! You're the one that told me to just walk in anytime," I said a little more defensively than I should have. He raised his hands and said, "It's okay, man. I think it's actually a good thing you saw me. I haven't been able to talk to anyone about it at all." "Why didn't you tell me sooner?" I asked. "How do you think you would have taken it?" he asked back. He had a point. It was freaky enough with everything. I think if he'd just flat out told me it would have been worse. We sat there, each lost in our thoughts. "So what do we do now?" Karl asked. "I don't know," I answered. "What do you do when stuff gets this weird?" "I dance," he said. "You mean have a seizure," I said. He flipped me off and stuck his tongue out at me. I laughed at him and said, "Okay, let's go downstairs, turn up the stereo and have some seizures." "Cool," he said. "Are you going to wear your panties?" I asked, again surprising myself. Karl licked his lips before looking at me and asking, "Do you want me to?" "Yes," I whispered, barely getting the word out of my mouth. "Then you have to just be in your boxers," he said. I felt another blush creeping its way up my face. What would happen if he saw how hard I was? Would he be as freaked as I had been and still was? I gulped and nodded, not trusting my voice. "Okay, go downstairs and put some CDs in the changer. I'll be down in a couple of minutes," he said. I hurried out of the room and went downstairs. I grabbed a couple of CDs and put them in the stereo, not even seeing them. Shaking the whole time, I stripped off my clothes and tossed them on the sofa. I stood there, trying not to run and hide while I waited for Karl. It didn't take him long and, when he came down the stairs, I was glad I hadn't run. He had his long, blonde hair brushed forward, framing his face. He'd put on mascara that made his eyes seem an even brighter shade of blue. The pink lipstick made his lips look swollen and in need of my kisses. The tiny, white training bra wrapped around his narrow chest and he wore a tiny pair of blue, lace panties that left nothing to the imagination. I gulped and tried to hide my raging hard-on. He looked me up and down before asking, "How do I look?" "Like an angel," I whispered. I watched the bright red blush creep up his face. He looked away from me and asked, "Are we gonna dance or what?" Glad for the distraction, I hit play on the stereo. The music started but neither of us moved. We peeked at each other a couple of times before Karl closed his eyes and began to sway to the music. I stood, hypnotized by the way his body moved. It was the most beautiful thing I'd ever seen. After a few minutes of staring at him, I followed Karl's lead and closed my eyes and began to dance. We danced across the front room. We danced to slow songs. We danced to fast songs. I did a horrible air guitar and we ruined several songs by singing along with them. During a slow song, Karl tried to sway past me and wound up banging into me. I grabbed his hips to keep him from falling. His skin felt like it was on fire. We stood there for a second before he put his arms around my neck. I couldn't find any words to say or even think, so I danced with him. It took a while but we got into a rhythm together. We swayed with each other. It was the most uncomfortable and best moment of my life at the same time. When the song ended, Karl stepped a little closer and bumped into something. We both looked down and saw that my rock hard penis had tented out my boxers as far as it could. Burning in shame, I yanked away from Karl, ran upstairs and dove into the bathroom. I slammed the door and locked it. I slid to the floor, tears pouring down my face. Karl started banging on the door. "Ben, open the door. It's okay, man." "No, it's not," I snarled. "Yes, it is," he replied. "Please open the door and come out." I ignored him. A couple of seconds later the handle jiggled and the door unlocked. Ben's mom kept a little screwdriver at the top of the doorframe just in case the bathroom door got locked. Karl used it to unlock and open the door. I kept my back the door, wishing he'd go away. "Ben, look at me," he said. I ignored him, my eyes locked on the bathtub. "Please," he said. I turned my head and glared at him. He pointed down and I looked down at his panties. His hard penis had poked its head out of the silky fabric. I could even see some precum dripping from the tip. "See? It's okay," he said. "You have nothing to ever be ashamed of with me." More tears ran down my face. I jumped up and threw my arms around him. This time he held me until I had cried myself out. I sniffled a couple of times before I pulled away and looked at him. He smiled at me and patted my cheek. As I stared into his eyes, I felt myself leaning forward. My lips gently pressed against his. This kiss was longer than the last one. This time I got to feel how wonderfully soft his lips really were. He pressed into the kiss and I felt his mouth open. His tongue probed my lips and I opened my mouth touched my tongue to his. We held each other, our tongues sliding against each other. We broke the kiss and both took a step back. I watched Karl's chest heaving and knew he was watching mine do the same. Karl tried to speak but, when his voice failed him, he took my hand and pulled me out of the bathroom. He led me down the hall to his room. He climbed onto the bed and I followed him. We lay down next to each other, staring into each other's eyes. We leaned forward and joined in another deep kiss. Karl broke the kiss off and sat up. I tried to sit up but he put his hands on my chest and pushed me back down. When I lay back, he rubbed his hands along my chest and then down across my stomach. My muscles jumped at his soft touch. When his hand came to the band of my boxers, he looked into my eyes and said, "Can I see it, Ben?" I couldn't speak. My mouth had gone completely dry. All I could do was nod. He smiled and hooked his fingers under the band. He pulled my boxers down and my hard penis sprang to attention in front of him. He pulled the boxers all the way off and dropped them on the floor. Sliding his fingers up my leg and running his nails up my thigh, his hand came to a stop just below my balls. Again, he looked me in the eye and asked, "Can I touch it?" My head jerked up and down. Karl's eyes shined brightly as he took my penis in his hand. It jumped at his touch and I let out a loud moan of pleasure. I couldn't believe this was happening! My best friend had my penis in his hands. How had this happened? Hell, did it really matter? He slid his hand up and down my shaft. After a couple of strokes my precum made his hand slick and it slid up and down my penis faster. I closed my eyes and shook under his touch. It was unbelievable. When his hand stopped, my eyes snapped open and I looked at him. He was sitting there, gripping my penis tightly and looking at me. "I want to taste you, Ben," he said. I had a good idea what he meant and quickly nodded my head. Karl leaned down and flicked his tongue out against the tip of my penis, tasting my precum. My whole body shivered under the touch of his tongue. I expected him to lean back after his taste but he leaned farther forward and took the head of my penis into his mouth. I nearly screamed. The warm, wetness of his mouth against my penis made me feel like I was on fire. He slid my penis deeper into his mouth before sliding back up. He continued to suck my penis while gripping the base of the shaft hard in his hand. I felt my breathing quicken and knew I was going to cum soon. Karl suddenly stopped and pulled his mouth off of my penis. I looked down at him and saw the biggest smirk I'd ever seen. "Do you like this, Ben?" He asked. "Oh God, yes!" He slid my penis back into his mouth and in seconds I came. I squirmed underneath him and felt my penis pulse. I squirted cum again and again into his mouth. He gagged once but managed to swallow every drop of my semen. When I was done, he pulled my penis out of his mouth, gave it a gentle kiss on the tip and let it go. He stood up from the bed and stripped off his panties and bra. I admired his beautiful body. His penis stood rigidly in front of him as he lay back down next to me. I reached for it but he pushed my hand away. "But I want to make you feel good too," I said. "You did, Ben. You did," he said. He pulled my head against his chest and lay there holding me. I lay there with my lover, listening to the thump of his heart as it lulled me to sleep. Just before I drifted off to sleep my last words slipped out. "I love you, Karl."