I go to this music festival every year, and I like to stay a night if I can find a place. It’s kind of an out-of-the-way location, and there are only a couple of motels. They are not great and are always booked that weekend. So I booked an Airbnb a few miles outside of town. A couple of weeks before the festival, I got a call from my long-time friend and fellow musician, Carolyn.

“Did you have any luck getting a room?” she asked.

“Well, there aren’t many options around there, but I’ve got a two-bedroom booked. I’d be happy to split the cost with you if you want it,” I said.

“Sure”, she said without hesitation. “Maybe we can jam or listen to tunes and stuff.”

So it was set. I’d be lying if I said I wasn’t having ‘naughty thoughts.’ Carolyn was a couple of years younger than I, and she still looked fantastic. I’ve had a crush on her for years. She has a slim but athletic build with small to medium-sized breasts, slender hips, and a pretty face. And she got divorced recently.

The place was really great. It was an apartment above a garage on a farm, complete with goats and chickens roaming around. It even had a piano. We went to a concert that night and then came back to hang out, talking about music and stuff.

I went into my room and slipped into a pair of sweats and a big T-shirt. As I sat on the couch, she came in from the bathroom, also wearing sweats and a T-shirt. I looked down and noticed that my thin pair of sweats revealed the outline of my not-very-big package. I thought she looked at it but dismissed it.

I had some weed, so we each took a couple of hits. One probably would have been enough. We were both pretty stoned, and Carolyn looked at me and said, “Can I ask you a personal question?”

“Sure, ask me anything.”

“Do you have a small penis?”

I looked at her dumbfounded for a second and heard myself say, “Yeah, I do.”

“Can I play with it?” she asked with a huge, excited smile.

“Sure,” I said.

And without hesitation, she reached over and grabbed my sweats at the ankles and pulled them completely off in one motion, exposing my tiny flaccid dick.

Her eyes went wide as she gasped and exclaimed, “What a cute little penis! It’s adorable. I always thought you might have a little one, and I’ve wanted to ask you for years. I have a thing for little penises like yours.”

She reached out and grabbed me by the base of the small shaft and firmly but gently pulled on it.

“I won’t hurt you, but I want to own your little penis totally! Oh look! I think somebody’s getting a little stiffy already.” She reached over to the end table, grabbed her purse, and reached inside. “I have this little key chain measuring tape. Let’s see what you’ve got down there.”

She kept massaging my nearly erect little member, and in a few more seconds, I had a raging little hard-on.

She measured it.

“Three and three-quarters inches! Such a sweet little thing,” she said.

“It’s longer than that,” I protested.

“Ok, maybe three and thirteen sixteenths, but definitely not 4.”

I must have turned bright red.

“Oh, don’t be embarrassed. It’s perfect. I love your little penis,” she saID and she kissed it repeatedly and then gave me a long kiss on the lips. Then, with an impish grin, she grabbed me by the penis and said, “C’mon, follow me.”

She led me by my eager little cock into the bathroom, and turned on the shower. It was a large, ceramic tile shower with a sitting ledge on one end and modern shower fixtures. She pulled off my shirt and took off her clothes too. She was beautiful and clean-shaven between her legs.

“Sit down,” she said.

She took the showerhead off its holder and checked the water temperature. She turned the shower dial to get it on the highest pressure setting.

“Ok, this might tickle.”

She directed the spray between my legs, focusing on my scrotum and little erect penis. I moaned at the intense sensations surging through my genitals.

“A little warmer, I think,” said Carolyn with a matter-of-fact tone.

After running the shower on me for a couple of minutes, she soaped me up as I groaned in ecstasy.

“Tell me if you start to cum. I don’t want you to shoot your little load just yet.”

Carolyn reached into her bag and pulled out a disposable razor. She grabbed the shaft of my penis with her thumb and forefinger and pulled as she deftly made quick strokes with the razor all around the base of my penis. Then she shaved the area above before grasping my balls, pulling my scrotum taut over my testicles.

“You have small testicles too, Timmy. Don’t worry, I’ll be gentle.”

With a few more strokes of the razor, she grabbed the shower head and rinsed me clean.

She grabbed a towel and joked, “Let’s dry off your little genitals. It won’t take long.”

Then she reached for her phone and took pictures of my little erect cock and balls and set the phone on the vanity.

“This is for later when I’m home alone.”

I took the showerhead and directed it to her beautiful breasts and then between her legs. She spread her legs and handed me the soap. I lathered her chest and worked my way down to her vagina. That’s when I discovered her clitoris, the largest one I’d ever seen. It was like those body-builder porn chick clits. I looked into her eyes and saw that she seemed scared.

“What’s wrong, Carolyn?” I asked.

“Are you ok with it? My ex thought it was disgusting and wanted me to have it removed or surgically reduced.”

“Oh, honey, it’s beautiful. It’s the most beautiful clit I’ve ever seen. It’s such a turn-on for me.”

We kissed and held each other, and after a minute, she seemed relieved.

“Well, you must not be too grossed out,” she said playfully as she grabbed my rock-hard little cock. “Will you be upset if mine is bigger than yours?” she giggled.

“It is NOT bigger than mine!”

“Well, we’ll see.”

We dried each other off and she once again led me by my cock-let, this time into the bedroom. The bedroom had a nice king-size bed and a large wall mirror toward the foot of the bed.

“Do you examine your little testicles very often, Timmy?” Carolyn asked.

I shook my head.

“You should. I’ve been reading up on it.” She took a testicle in each hand, gently rolling each one between her thumb and forefinger. “Your right testicle is especially small. But I don’t feel any lumps or abnormalities, I mean other than the small size.”

She turned her hand and took my penis by the base with her thumb and forefinger and squeezed hard, cutting off the circulation and then closed her hand tightly, making a fist. My little penis disappeared into her hand, and she continued to squeeze until it was no longer erect.

“I don’t know what turns me on more; your little stiffy or your tiny flaccid little dick.”

And with that, she took it in her mouth. My erection returned in seconds. She started gently caressing my dick and asked, “Have you ever heard of sounding?”‘

“Yeah, why?”

Well, I’m very interested in it. My friend Ashley says that a little penis like yours should to be reamed out regularly. One of these days, I’ll have to show you. Ashley has a ‘sounding’ kit. Maybe I’ll invite her over for a lesson sometime.”

“How are you at oral? I bet you’re rusty at it, aren’t you, Timmy?”

“You could say that,” I admitted.

“Well, I plan to let you practice a lot and give you lots of instruction.”

She guided my face to her beautiful clit, and did my best. To my amazement, she started to moan and within a couple of minutes she had an intense orgasm, and then another.

“I’ve never been this horny in my life,” she gasped. “I’m ready for your little penis.”

She grabbed my little stiffy, spit on it, and then guided it into her pussy, and I expected to get lost in there, but her vagina was super tight.

Seeing the look on my face, she said, “Oh, I have an abnormally small vagina. Do you like it?”

“Oh my god. Are you kidding? It’s like a dream for a small-dicked guy like me.”

Carolyn leaped out of bed and returned with her bag from the bathroom.

“Is it ok if I take charge?”

“Ok, sure,” I said.

“It’s ok if you’re a little feminine and submissive. I want to dominate you a little”, she said.

I would have done anything. This beautiful woman, an old friend I love, was interested in doing something I was desperate for: Giving love and attention to my lonely, little penis.

“Show me how you jack off,” Carolyn commanded.

I took her hand and said, “I grab it with my thumb and forefinger, about three-quarters of an inch below the glans. Okay, a little lower. See the darker ring below the glans? Stay below that.”

“That must be where they cut off your foreskin?

“Right. I tuck my middle finger and grip the shaft. And just go up and down as fast or slow as you want.”

“Tell me to play with it, she commanded.”

“Please play with my tiny little penis, Carolyn. Please make me shoot my little load.”

“All of these sensitive nerves packed into one small little penis that exists for me to play with,” She caressed my scrotum with one hand while she jerked on my little shaft. “Timmy, I love playing with this sweet little penis of yours. Such a sweet, tiny little penis.” Her soothing and sexy voice kept repeating it, “Such a sweet, tiny little penis. Such a sweet, perfect, little penis. Such a sweet, tiny, little penis. Such a sweet, diminutive, little penis.”

I started to buck and moaned, “I’m cumming”, I’m cumming.”

Carolyn stopped and pinched the end of my little dicklette. Then she took all of it in her hand again and gave it a firm and steady tug.

“We have to use lube”, she said as she squeezed the tube onto my little dick. “But, we won’t need too much for this little dick.”

After lubing up my diminutive little sex organ, she used the rest on her vagina. She faced the mirror and I watched as she guided my little penis into her tiny pussy. Below her tiny, pink slit I could see my little balls, and above it, her gigantic, pulsating 2 inch girl cock.

“We won’t need to move much at all, Timmy. The trick is to keep your little dicklet from falling out. I’m going to use the vibrator on my giant clit.”

I watched in the mirror as my little penis was engulfed in Carolyn’s little pink pussy, and she moaned as the vibrating pleasure surged through her engorged little clitty-cock. She had wave after wave of pleasure and kept reassuring me, “Such a sweet, tiny little penis. Such a sweet, perfect, little penis. Such a sweet, tiny, little penis.“

I came like never before.

We both did.

We kissed and cuddled for a long time, and then Carolyn gave my little penis a firm tug and a squeeze, and fell asleep with my happy little penis still in her hand.

 

The End.

 

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