Micro 3

By penguinsfly.

Read Part 1 here
Read Part 2 here


Part 3…

• Kelly •

I found myself staring at Mike’s impressive physique as he walked into the dining room and sat down at the table. Last night was game night, which means this morning is bacon and crapes for breakfast.

It’s been our tradition ever since his parents passed away in eighth grade. It was his mom’s favorite meal, so when he moved in with me, I thought it’d be a fun little way to honor her memory and cheer him up at the same time. Who doesn’t like bacon? And crapes covered in Nutella, whipped cream, and strawberries are better than sex.

“Thanks, Kelly!” Mike said as he took his fork.

I was glad to see him happy. Last night was rough. Despite having a great game personally, his team lost to a cross-town rival in a nail-biter of a game. I’ve always enjoyed watching Mike play, but last night was different.

On the court, he is an absolute alpha. Tall, handsome, strong, and talented. If I was his age, I am sure I’d be swooning over him like all the little teeny boppers at his school. While they were looking at his strong arms, I found myself staring at his small crotch. No one would guess the big man on campus has such a little secret hiding beneath those shorts. Knowing his little secret sort of made me feel special.

My mind started bouncing back and forth between the mental pictures of Mike and Micro. A powerfully impressive athlete on one hand and a cute little bitch on the other. An alpha with a basketball in his hand and a beta with his little shrimp in his hand. I licked my lips and cleared my throat.

“I’m gonna have to run so many miles to work this off!” I said, smearing Nutella all over my crapes. “But it’s worth it!” I said, making him laugh. “You laugh now, but someday your metabolism’s gonna’ slow down, and you’ll see what I mean!”

Mike smiled and said he planned on enjoying his fast metabolism as long as he could. As he spoke, something came over me. I decided to spin the conversation in a way that would transform him into ‘Micro,’ my little dick bitch.

“You’ve been blessed with a fast metabolism, haven’t you?” I asked.

Mike looked at me bewildered. “Yeah, well, I’m 18,” he replied.

“But physically, you haven’t been blessed in every area, now have you?”

“Micro looked at me sheepishly, and I knew that I had him. “No.” He gulped. “I haven’t.”

“No?” I smiled. “Have you been blessed below the belt? With a nice, big, manly endowment?”

“No, ma’am. I have little dick.”

His eyes dropped to my cleavage, and I chastised him with a glare. “Eyes up here, pet.”

My use of the term ‘pet’ got a visible response, and he quickly looked me in the eye. I had him and his little pecker wrapped around my little finger.

“And what about your balls?” I asked.

He swallowed his food before he answered. “They are small, just like my dick,” he said.

He adjusted his pants, and I chuckled, well aware of the effect I had on him at this point. Holding my pinky up, I teased him. “Are you getting hard, little fucker?” I laughed.

“Yes, ma’am,” Mike replied. There was a subtle shift in his countenance, and he looked at the ground. “Hey, can I ask you something?”

I was a little surprised to see him snap out of our little game, but he quickly said, “Of course!”


• Mike •

“What’s your opinion on penis size?” I asked. “Like for real. Obviously, people make a big deal about it, and you know I enjoy the tease. But I’ve read a lot of different responses on the internet and have wondered what to think. You’re someone I trust, and at this point, I may as well be comfortable talking with you about it!”

Part of me was scared to ask, part of me was turned on, and all of me desperately wanted to hear Kelly’s honest thoughts.

“Well…” she said, reflecting on the question. “I think you read different answers because it’s subjective, you know? I suppose some women like big cocks, and some women like the smaller, more average cocks in a similar way that some men love massive tits, and others prefer smaller perky ones. That being said, I think it’s safe to say that, in general, women don’t love the extremes on either end of the spectrum.

“While a ten or twelve-inch monster may be fun to look at, most of us would struggle to take it without being in massive pain. On the other hand, I think most would say that it needs to be at least big enough to feel it! You don’t want to wonder whether or not he’s inside you… Does that make sense?” Kelly giggled.

“It does,” I said. “But I guess I want to know what you think specifically. What’s your personal preference on penis size?”

“You really want to know?” Kelly asked, making me nervous.

I nodded yes, bracing myself for her to be a size queen.

Kelly leaned forward on the table and spoke candidly. “My favorite cock I ever played with was just over 6 inches long. He was circumcised and girthy. I liked the way it looked and how full his thickness made me feel when inside me.”

I was about to sigh with relief that she actually prefers an average cock when she interrupted my thoughts with a question.

“How many inches are you again? Maybe three?”

My stomach dropped, and my face blushed because I was definitely less than six. “Um. I’m not sure,” I said.

She shifted in her chair and looked at me with a look that said she didn’t buy it. “You’re telling me you’ve never measured yourself?”

“I really haven’t! Swear to God.”

I was telling the truth.

“That’s shocking!” she exclaimed. “I don’t think I’ve ever had a boyfriend who wasn’t ready to tell me his specific measurements! Aren’t you curious?”

“I guess so, yeah,” I said.

Kelly smirked and said there’s only one way to find out. To be completely honest, I’ve thought about measuring but never gone through with it because I’m scared to know the number. Kelly guessed three inches, and that’s what my gut has told me as well. At this point, I found myself planning to measure myself before bed tonight.

“So, how small do you think is too small?” I asked.

Kelly looked at me with sympathy in her eyes and said she didn’t know. “I’ve never been with anyone your size before, but I know your mom and dad had a wonderful sex life!”

Pushing a little harder, I asked another question. “Do you think you could enjoy a partner with my size?”

My dick twitched, and adrenaline rushed through my body as I waited for her answer.

“How am I supposed to know?” she taunted. “I don’t even know how many inches you have!”

“We’ll you’ve seen me naked, so I just thought…”

Kelly boldly interrupted me, “I’m going to need a precise measurement, mister! So eat up. I know exactly what we’re doing after breakfast!”

I thought about protesting, but Kelly wasn’t going to take no for an answer. Besides, my little dick strained against my underwear, eager to stand as tall as it possibly could for her. Deep down, I knew the anxiety I felt was one of the most erotic and arousing feelings I’d ever experienced. Deep down, I knew I wanted her to measure my penis more than anything in the world. So like a good little bitch, I obeyed.


I fumbled through my backpack, looking for a ruler. Kelly took our dishes to the sink and sent me on this errand. She instructed me to find a ruler, strip naked, and meet her back in the dining room. I found my wooden ruler and tossed it on the bed in order to remove my clothes. Once fully nude, I stared down directly at my cock. Picking up the ruler, I was tempted to take a quick measurement to ease my anxiety, But I didn’t dare. Instead, I walked naked back into the dining room to find Kelly waiting patiently for me there.

Her chair was turned toward the hallway and away from the kitchen table. She sat confidently in jeans, one leg crossed over the other. Her C-cup tits were held together in a white, deep V-neck halter top that accentuated her mouth-watering cleavage. As I approached, Kelly crossed her arms underneath her tits. Her dark hair was up in a messy bun, and her fierce eyes ran down my body, stopping at my abs before locking on my cock.

“Are you ready for this?” she quipped.

I nodded silently, handing her the ruler. Though I stood towering over her, we both understood the preeminence of her seat. Kelly held the ruler in her right hand, slowly and sensually slapping it against the palm of her left. She bit her lower lip and looked up at me.

“Moment of truth, Micro,” she said. “Come closer.”

Hard as a rock, I moved my dick within inches of her face. I gasped in pleasure as she took my dick in her hand. Her hand covered my entire length and squeezed around it. Her mouth opened wide in amusement as she looked up at me with wide eyes.

“It’s so hard!”

Not knowing what to say, I laughed under my breath.

“All right, buddy,” she said casually, stroking my nub. “I think this is about as big as it gets!”

She held the ruler against the top of my shaft so that the bottom of the ruler gently nestled into my pubes. At the same time, we saw the same verdict. Kelly couldn’t contain a quick burst of laughter, and my heart sank. A drop of pre-cum emerged from my tip as Kelly gathered herself to make the announcement.

“Two and a half inches!” she proclaimed with a grin.

Instinctively, I anxiously thrust my hips forward. Kelly understood my embarrassing reaction and proceeded to press the bottom of the ruler as hard as she could into my pubic bone. I clenched my cock as hard as I could to try and make it swell with blood. I don’t know why being less than three inches made me feel sort of claustrophobic, but it did. As if she knew how desperately I wanted to hit the three-inch mark, Kelly forced the ruler into my base so hard that I winced a little bit. But it was enough to reach three inches barely.

“YAY!” Kelly screamed. “THREE INCHES AFTER ALL!”

She got up and gave me a big hug. I was flooded with adrenaline, relief, and embarrassment. The whole situation was erotic as fuck, and when she grazed my tip, it made me want to cum. Kelly held me close, and it was comforting. I can’t express how much it means to me that she understands how to be both cruel and kind. Knowing when to zig and when to zag, somehow knowing what I need moment by moment, and meeting my needs in ways that blow my mind. As we hugged, her breasts pressed into my chest, and I found myself pressing my boner into her leg.

“Sit down,” she insisted.

I did, and she knelt between my knees. My whole body tingled as her hands slowly slid up my thighs and onto my little dick. I was putty in her skillful hands. Leaning back, I closed my eyes as she worked all three of my inches. It couldn’t have been a minute before the orgasm started to build. Kelly cradled my balls in her left hand while she stroked me closer to the edge with her right. I looked down and at her tits jiggling along with each of her strokes.

As my body tensed, Kelly knew I was at the tipping point. “Cum for me, Micro!”

She kept a consistent pace and pulled the cum right out of my balls. Ropes of release shot out onto her cleavage and ran down over her hand.

“Yes! That’s it!” she whispered as I came down from my climax.

Her hands slowed down to a stop, but she kept them on my cock and balls.

Holding still, with my dick completely covered by her fist, she looked up at me and smiled. Loosening her grip just enough to peek inside at my little dick, she chuckled under her breath.

“I love how it doesn’t even poke out of the top of my hand,” she said. “It’s so fucking cute!”

Her comment was sincere. She didn’t mean it as a tease, and she wasn’t making fun. It was true. And the fact that it was true was such a fucking turn-on.

“Have most of the men you’ve played with been able to poke out past your fingers?” I asked.

Looking up from her hand that still engulfed my dick, she looked me in the eye and squeezed. “Your little fella is the first one that hasn’t,” she honestly replied.

I was speechless. Kelly soaked in the moment as she watched me process the implication of her answer. I shouldn’t have been stunned, but I suppose I never thought to wonder if I had the smallest dick she’s ever seen. My heart raced at the realization that I did.

“Let me get cleaned up,” she said, breaking the silence.

Giving me one good final squeeze, she released my dick from her hand and tried not to let my cum drip onto the floor.


I slept in the next day, so I was surprised to discover Kelly was still asleep when I came out of my room. She’s an early-rising morning person, so this was rare. It was almost noon when she stumbled into the living room and plopped down next to me on the couch. Kelly was wearing pajama pants, slippers, and a hot pink t-shirt. She wore no makeup and didn’t appear to have put any effort into getting ready for the day. But I’ll be damned if she didn’t still look perfect. bKelly has a natural beauty and one of those rare faces that almost looks done up, even without any makeup. Though plain, those pajama pants highlighted the roundness of her ass, and her nipples were ever so slightly visible through her shirt.

“Glad to see you’re alive!” I joked.

“Mmmm,” was all she muttered as she clung to her warm coffee mug.

I was watching some college ball, and she pretended to pay attention before making a conversation.

“How’d you sleep, little buddy?”

Her use of ‘little buddy’ caught me off guard.

“Good!” I said. “I slept like a rock.”

Clearly still groggy, she took one hand off of her mug to wiggle her pinky. “A teensy tiny little rock,” she said in her toddler’s voice. She looked at me and smiled. “I’ve really been enjoying this new development in our relationship,” she said.

“You’re really good at it!” I laughed.

“Thanks, I’m definitely having fun with it.”

“So, I’m really the first guy whose dick isn’t long enough to poke out past your fingers when you grip it?

Kelly sipped her coffee in no rush to reply. b”Honey, it really doesn’t take a very big dick to poke out of my hand,” she giggled. “But yes, you’re the first!”

“Do you mind me asking how many men you’ve played with?”

“No, I’m an open book. Let me think…” Kelly looked up at the ceiling and seemed to be doing calculations. “I think ten or eleven,” she said.

“Damn! What was the smallest you had seen before me?”

“I want to say he was right around five inches or so. So he was covered up by two hands but not by just one.”

“Were you with one that poked out of two hands!” I asked in a way that made her laugh out loud.

“Is that hard for you to imagine, Micro?” Kelly set her coffee down and held one fist on top of the other, pretending to hold a cock.

“How big was he?” I asked.

“Honey,” Kelly said, looking at the floor. “Most of them were able to poke out of both hands,” she said.

Kelly glanced at my crotch and smiled at her little friend, realizing how hard I’d become.

“How big was the biggest one you’ve played with?” I asked.

Part of me didn’t want to know, but I also needed the information.

“He was 8.75,” Kelly said matter of fact. “I measured it once myself!”

A wave of insecurity and humiliation swept over me as she continued.

“He made me push it really deep into his pubic bone just like I did for you last night. And just like you were able to strain for the three-inch mark, he was able to touch the nine-inch mark barely.”

“Holy shit!” I muttered.

Kelly smirked and said, “Do the math, Micro. How much bigger was his cock than your little dicklette?”

“Three times bigger,” I replied.

“Very good,” she said. “Take off your pants.”

I promptly obeyed and she scooched over next to me in order to make a point. “Three times longer, but see how my fingers overlap my thumb when I hold your little guy?”

I nodded.

“We’ll my fingers couldn’t even touch with him,” she said enthusiastically. She let go but kept her hand around my cock and tried to guess how thick he was. “I think he was like this.”

My dick throbbed as so much space existed between me and her grip. All that space represented the difference between me and the alpha male of her past. Kelly comparing me to him in this way was humiliating and sexy. Her hand still hovered around my cock when the doorbell rang.

“Aren’t you gonna answer that?” she asked.

“I’m naked!”

“Just kidding, calm down!” Kelly laughed as she went to the door.

She walked back toward me with a small package in her hands.

“Beautiful timing,” she said, handing it to me. “Meet Maggie!”

Slightly confused, I opened the box to discover a magnifying glass. It was nice, not a cheap plastic toy. It had a wooden handle, a gold-colored metal frame, and a four-inch lens.

“I thought you might like it!” She laughed. “Let me see!” Kelly held the magnifying glass up to my dick like a scientist. “Wow! It almost looks like a real man-sized cock through this thing!”

She urged me to see what she meant. When I looked at it with her, she sighed and said it can only help so much.

“I want you to keep Maggie with you, and from now on, when you jerk your little dick off, I want you to hold her in your other hand to remind you who you are. Okay, Micro?”

“Yes, Ms. Kelly.”

“This really is who you are, honey. You’re a man whose manhood is so teensy weensy we need a magnifying glass to see it! Do you understand?”

“Yes, Ms. Kelly.”

“What do you say?”

“Thank you, Ms. Kelly.”

“That’s a good boy!” she praised me while messing up my hair. “Let me see you try it, but don’t cum.”

I took the magnifying glass and started stroking. “Good boy,” she said with maternal authority. “This is how you stroke from now on. I want your brain to rewire so that it associates orgasms with this object. I want you to get to the point where you are unable to cum without Maggie’s help. Understand?”

“Yes, Ms. Kelly.” I panted.

“Good boy! Now, hold it next to your heart and keep stroking. Do you want to cum?”

I eagerly nodded yes while holding Maggie in my left hand and masturbating vigorously with my right.

“Not Yet. I’m going to count down from five, and I want you to stroke yourself all the way up to the edge, but don’t you dare cum. Got it, little bitch?”

“Yes, Ms. Kelly.”

“Good. Go stand in front of the TV.”

As I stood, Kelly snuggled back into the couch cushions with her coffee mug.

“Stroke it!” Kelly commanded before licking the edge of her mug as if it was a massively thick cock.

I would kill to see her giving head, even if it was on another man.

“Think about my lips around a big, strong cock!” Kelly held up her forearm and made a fist like it was a massive dick. “And stroke your little pinky dick to the edge but don’t cum!”

Holding up her pinky, she began counting down from five. It was all I could do to keep from busting when she finally made it down to one.

“STOP! FINGERS OFF!” she commanded. “Now kiss it.”

Kelly kissed her coffee mug like it was the tip of a dick, and I kissed Maggie’s metal frame. Seductively, Kelly opened a note in her phone and instructed me to repeat after her, one phrase at a time.

“I am no longer Mike. I am Micro. I have a small penis. A teeny tiny, Itty bitty, Itsy bitsy Little wittle pinky winky weenie. I cannot cum, Without my handy dandy magnifying glass! I won’t dare cum, Unless Ms. Kelly permits me. This is who I am,” I repeated after her.

Kelly beamed with pride and sensuality. “I’m gonna text you this, Micro. No more orgasms for you unless you ask my permission and hold your new little girly friend, Maggie, got it?”

“Got it,” I said.

“I’m not convinced,” Kelly said.

She proceeded to lead me through this exercise 5 times. She would count down from five and then command me to stop right at the edge. Then I would kiss Maggie, repeat after Kelly, and start all over again from the top.

“Now get dressed!” Kelly commanded after round five.

“Wait, what?” I protested. “What the fuck? I need to cum!”

Kelly wasn’t about to put up with me talking back to her. “What the fuck did you just say to me bitch? Get on your knees.”

I did so, my dick tired and throbbing. Balls full of cum. A bead of sweat dripped down my brow. Kelly stopped so she could grab me by the balls. I winced as her fingernails bit slightly into my ball sac.

“Little babydicks don’t make calls,” Kelly whispered in my ear. “Who makes the call?”

“You do,” I said submissively.

“That’s right. Little peepees need permission, right?”

She squeezed my balls tighter.

“Right,” I groaned.

“Who are you, Mike?” Kelly asked. She was testing me.

“I am no longer Mike. I am Micro.”

“And what do you have, Micro?”

“I have a small penis,” I said.

“That’s right, little fucker,” she said now, full volume in my ear. “You have a teeny tiny, itty bitty, little wittle pinky winky weenie! Is that the truth?”

“Yes, that’s the truth,” I said.

“Can you cum without Maggie?” Kelly raised her voice.

“No, Ms. Kelly!” I said, matching her volume.

“What else do you need to cum?” she asked.

“I need your permission!” I exclaimed as if answering a drill sergeant.

Kelly spoke decisively now, in a breathy, sexy voice. “And do you have my permission, little fucker?

She licked my earlobe.

“No, I do not,” I replied.

She had me by the balls. Literally and figuratively.

“So?” she asked.

“I won’t dare cum,” I said.

“Unless what?”

“Unless you give me permission,” I said like a good little bitch.

“And what do you say?” she playfully asked.

“Thank you, Ms. Kelly,” I said.

My whole body relaxed as she let go of my balls. I hadn’t realized how tense I’d become.

She puckered her lips and spoke to me like a baby. “What a good little boy! Now get dressed!”

Having learned my lesson, I quickly obeyed.


Without a release, I was horny all day. Kelly certainly took things up a notch, but there wasn’t a single ounce of me that did t like it. Although I will admit, I was a bit nervous how long I’d have to wait to cum! Kelly spent most of the day doing errands and wanted to check in with me when she arrived back home.

“You don’t have a boner right now, do you?” Kelly laughed, but I could tell she was serious.

“Not at the moment!” I smirked.

“Good!” She giggled. “While you’re thinking with your actual head, I just want to make sure you’re still feeling good about everything. I took it up a few notches without consulting you, so I just want to create space for you to let me know if I should tone it back or not.”

Without hesitation, I looked at her and said, “No, I loved it! Please don’t stop!”

“Are you sure?”

“A hundred percent!” I said.

“Cool,” Kelly confirmed, leaning in for a hug.

Her tits felt great against my chest, and I was disappointed when she let go of the hug.

“So, do you think I might be able to cum tonight?” I asked optimistically.

“Not a chance, mister!”

Knowing better than complaining, I looked at the ground and chuckled at the humor of the moment. Kelly stepped close to me again, taking my hands in hers. She guided my hands onto her breasts and slowly squeezed. I stared in disbelief at her cleavage pressed beneath my hands. The freckled skin of her toys wrinkled slightly as we pressed them together. They were heavy and soft. Glorious and juicy.

She reached down to my crotch. “Knew I could make you hard!” She mocked.

I was speechless as we squeezed each other at the same time.

She taunted me like a kid on a playground. “No cumming for you! Nah na nah na nah nah!” She made herself laugh.

I sighed.

“But I’m gonna make you wish you could!”

Kelly lifted her shirt up and over her head. She looked good in her white lacy bra, but my heart rate doubled as she reached behind her back. “Hold my bra up,” she said.

I cupped her tits, preventing the bra from falling when I did the straps. They dangled beneath my hands, and I realized all I needed to do to see her boobs was let go! My whole life, I’ve dreamed of what they look like.

“Don’t let go, Micro.”

“Please, Ms. Kelly!” I asked sincerely. “Let me see!”

“You don’t like the way they feel? I thought you would like touching my tits.” She knew exactly what she was doing. “Listen, Micro. This is a test. Technically, you have the power here… but I need to know you are willing to completely, willingly, surrender any power that you have to me. Because You could masturbate without my permission or without Maggie and keep it a secret. But I don’t want to have to wonder if I can trust you…so here’s what we’re gonna do…”

I continued to squeeze her tits, holding up her bra, and she undid my belt. My pants fell to the floor around my ankles, and she started stroking my dick.

“We are going to edge five more times right now. Let it get CLOSE! But tell me when to stop. I promise I’ll stop right away. And if you want me to go faster or slower as it builds towards the edge, just let me know, and I’ll give you what you need. And if you decide to cum, tell me not to stop, and I will stroke you to completion! And I won’t be upset, I promise. But if you do that, I will be disappointed because it will be the last time you and I are sexual with each other in any sort of way. Understand?”

I understood, and it was one of the most wonderful and difficult experiences of my life. I wanted desperately to see her tits, and I wanted desperately to cum! But she has taught me who I am. I am Micro. So like a good little bitch I stopped her each and every time I got to the edge. All five times, she told me I was such a good boy, and I realized how much I love and need her praise.


I clenched my dick as hard as I could to try and hold my cum inside. She let go and fastened her bra again, removing the temptation for me to drop it.

She knelt next to my dick once I came down from the edge and said, “Holy shit! You seemed close that time. Are you okay?”

“I’m good!” I panted.

Starting at the base of my dick, she squeezed upwards to see how much pre-cum would emerge from the tip. She gasped with wide eyes when the drop that emerged was white!

“Micro! You were this close,” she said, locking it off the top and swallowing. “Well done!” She looked up at me with enthusiasm. She squeezed out one more drop and wiped it up with her index finger. “Eat up,” she said, bringing it to my mouth.

I sucked her finger like a dick and swallowed my salty pre-cum.

“Good boy,” she said. “Now go to bed.”

I climbed into bed with an aching boner.

I had never been more sexually frustrated in my life. Simultaneously, I had never been more sexually fulfilled!

‘This is who I am,’ I thought.


To Be Continued…?


*This story has been edited by AI to fix spelling, punctuation, formatting errors, & basic grammar, but the narrative and plot have remained the same. Even with the limited editing done here, it doesn’t mean any possible major flaws in this story were fixed (That’s the author’s job). The opinions/views expressed in this story (and in any comments) are those of the author and do not represent this site. We support freedom of speech. This story has been previously published on other free sites and is now public domain, which is why we can publish it here.


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