The Changing Room

In 1991 I was just barely 21 and working one of my first jobs as an assistant manager at a slightly trendy clothing store in the local mall. I wasn't paid well for it, but it was a little to put in my pocket, and I didn't have many expenses, so it all worked out. I was more frequently given the job close up, so I'd work the afternoon-to-closing shift, which usually ended around 9pm. There was the usual increase in traffic around Seven or Eight O-Clock, but everything dropped off substantially after that.

I have always referred to myself as a straight guy, attractive, always athletic, and pretty sure of myself. I was a runner and I surfed often, so I wasn't all muscle. Just very toned with muscular legs. I had experimented with my cousin (also a guy) in the past, but didn't factor that into my sexuality-it was just something we did when spending the night at each others' house. I had a girlfriend whom I had regular sex with, and all was well on that front. This night stirred a curiosity inside me that I didn't really know existed.

Around 8pm on a weeknight, things were slowing down rapidly, even more than usual. I was walking around in the store listening to whatever was over the loudspeakers when a gentleman walked in. He was unassuming, a little taller than myself (5'10"), certainly older (maybe 40 or 45), and nothing about him stirred anything other than "he's a customer". He walked over to the jeans rack, and selected a pair. He motioned to me in that, "Hey, can I try these on" way, so I opened up a changing room for him with the small key around my wrist and he went in.

As I walked away to the other side of the store (the store was very small-you could cover one side to another in about seven or eight strides), I noticed he'd left the door slightly ajar. I almost went over to close it, but from my vantage point, I could see him starting to undress. Something stopped me. I'd been in locker rooms, friends' houses, etc where I'd been around naked guys. I'd always been curious about other men's cocks, but never acted on anything. It was just an objective curiosity. This time was different. Here I am, virtually nobody in the mall, no one in the store, and I'm seeing this older guy get undressed in a changing room.

I saw him unbuckling his belt, and saw his pants fall away. My eyes must have bugged out of my head. I had just been watching for no reason until this point. He had no underwear on, and his cock simply bounced free. It appeared limp, and yet was about the size of mine erect. I've always been happy with my seven-and-a-half inch penis, but this just had my rapt attention. He pulled on the jeans for a second, and then he glanced over at me. I was frozen, but tried to play it off like I hadn't seen anything. He motioned with his hand to me in a completely noncommittal way, so I walked over to him.

"Do you have these in a thirty-five?" he asked.

"Let me check," I replied. I quickly walked back over to the rack and selected another pair. I was frantically taking stock of the situation in my head, thinking Ok, he had to have seen me looking at him. I hope he doesn't think I was gawking at his dick.

I returned with the jeans and he stood there, only in a shirt, changing room door still halfway open. The rooms faced the side of the store, so it wouldn't have been in anyone's line of sight if they entered the store. Still, there wasn't a soul around. His cock was still just bobbing out in the open like it was perfectly normal. I handed the jeans to him, also pretending that this was perfectly normal retail protocol, and just stood there while he tried the new pair on. I was just completely frozen by what I was seeing. He pulled them up, obviously completely aware of my presence, but not acknowledging it. He promptly took them off and asked for another style. I practically jogged over to the rack and grabbed a few I thought might fit him, and immediately brought them back, nearly knocking over a shirt rack in my haste. He took the jeans and tried them on. I was now completely fixated on his cock and was staring at it the whole time. He glanced over at me, and I looked away, but it was obvious.

Just then, another customer came into the store. I abruptly walked away from the room, closing the door behind me and approached the customer, all the while trying to conceal a raging hard by placing my hands in my pockets. I asked her if she needed any assistance, which she denied. So get the fuck out, I thought to myself. One minute later, then man walked out of the dressing room, fully dressed and began to walk toward the exit. I was thinking, shit-of all the rotten timing! Then in an instant he was gone. The other patron left a moment later.

It was nearly 9pm, so I began closing up, downtrodden, but amazed at what had just happened. Even more amazing to me was my surprisingly visceral reaction to seeing his penis exposed like that. I moved the clothing racks and displays back inside the threshold of the store, and had closed the gate about eighty percent of the way down, as I always did. I went to the register and began to tabulate the day's receipts, when I saw him walking by in the center of the mall. I froze and my eyes locked on his. He began to slowly walk toward the store. As he approached, he asked, "Are you all closed up now?"

I replied, "Well, I'm in the process of closing, but if you need to try on anything, I suppose I can let you in. I've got plenty of time."

"That would be great," he answered.

I walked around the counter and turned toward the gate with my heart in my throat. I could literally feel my pulse bounding in my head. I opened the gate a bit more to allow for his entrance, and then closed it all the way down.

"Why don't you look around and let me know when you find something," I stated, returning to the day's receipts. I wanted to finish it as quickly as possible so that I could focus on him. Succeeding in record time, I walked toward him just as he selected a few pair of pants, and I opened up the changing room that was least visible to anyone that may have been milling around outside. Again, he left the door partially open. I turned off the lights in the front of the store, leaving the back of the place lit. Again he disrobed, and I stood fixated and mesmerized nearby, just a few feet away. His cock was again exposed, arcing away from him down toward the ground in a way that suggested he had a hint of being excited, without having a raging hard on like myself. Surely he had more self control than my twenty-one year old body had.

He asked, "Do you think these are too tight in the waist?" I walked over and thought they were a little snug.

"Yeah, I think so," I stated. He pulled them off and pulled on another that seemed to fit better.

"How about these?" he asked.

"Better," I said.

He said, "I don't know, they feel like they may be a little tight as well. Could you feel around here and let me know you think?"

I must have turned 3 shades of pale, but I was under his spell at this point. I approached, and nervously felt around the waistband, being sure to glance outside to make sure nobody was around. The fit seemed fine, but now that I'd touched him, I was locked. I tugged lightly on the waistband, and said, "They seem fine. How does it feel to you?" not realizing how suggestive that sounded.

"Not bad, but I think they may be a bit tight in the crotch. What does it feel like to you?" he said. Afraid of actually touching the bulge in the center, I ran my hands along the sides, by his hips and said, "Well, maybe a little bit. Does it feel tight?" I must have looked like putty at this point.

"Well, it feels a little tight in the center, by the fly. How does that feel to you?"

I was literally about to pass out from nerves. With hands trembling, I ran my hands lightly around his bulging crotch, and heard him let out a soft sigh. "Um, yeah, I guess it is a little tight there."

"I don't suppose you have any other styles that might fit me better in the back of the store?" he asked.

"Um, I can check. Hold on a second," I replied. I turned and swiftly walked through the back door of the store and into the store room. I was completely freaking out and tried to calm down. I cannot believe this is happening to me. I thought. What is making me act like this? I'd only been there a few moments when I heard the door open. Normally I would have told any customer they had to leave, but I had no control over this guy at all. He approached me wearing the same jeans he'd just tried on. I pulled down another pair and offered them to him.

"Well since I'm already back here..." he said. He then started unbuttoning the jeans and let them fall to the floor. Here I was alone with this man about twice my age that is now almost naked in front of me, in the backroom of a clothing store. I could not have been more excited and nervous. He pulled them on and asked, "Ok, how do these feel?" I felt around the waistband again, running my hands around the hips, and said, "These are better, I think".

"What about the crotch area? They still feel tight," he said. His bulge was getting bigger. I touched his crotch with the palm of my hand and he sighed again, a little louder this time. I could feel his cock twitch in his pants. He then lightly grabbed my wrist and pressed my hand to his steadily growing mound. "I think it's a bit tight. Why don't you feel underneath them to be sure?" He then unbuttoned the jeans and unzipped the fly a little. I hesitated and then he took my hand and held it to the light pubic hair just inside. I began to lose myself, and must have looked like a deer in headlights. I pushed my hand down into his jeans and felt his cock, still pointing downward. It was still limp, but clearly larger and thicker than mine. As I touched his penis, he let out a low moan. "What do you think," he asked.

"Yeah, it's pretty tight in there," I said.

"I thought so," he said. With my hand still there, he pulled down the jeans and his cock fell out. It was still hanging down, but slowly becoming more erect. I was completely in rapture of it. Aside from my cousin's, I had never touched another man's cock. He looked to be about 8 inches at its current length. He said, "I think the problem is that I'm too big for these jeans. Do you think it's too big?"

I nervously replied, "I don't know. It's pretty big."

"Have you ever seen one this big before?"

"No."

"Have you ever touched one before?"

"No." I replied, lying. My cousin's was about the same size as mine.

"I can see you're interested in it. Why don't you touch it?"

I reached out my shaking hand, and he grabbed it, thrusting it onto his penis. The feeling was incredible. It had the softest skin I'd ever felt. Usually when I masturbated, I didn't really notice the texture. Now I was aware of every aspect of it. He had very light hair at the base, but overall, it was very smooth. I moved my hand around the shaft, exploring it. I didn't know how he wasn't completely erect- mine could have cut diamonds at this point – but it felt perfect at this point. "That's good. I know you were watching me in the dressing room. Isn't that right?"

"Yes."

"You wanted to touch it all along, didn't you?"

I hesitated. His tone changed to one more forceful. "I said, you wanted to touch it all along, didn't you?"

Shocked by his change, I nodded with a weak, "Yeah."

"I'll bet you even wanted to suck it, didn't you?" I froze again.

He said, louder, "I'll bet you wanted to suck it, didn't you!?"

I didn't know how to respond. I only said, "I...I don't kn..."

He cut in angrily, "Bullshit! You wanted to suck this dick the moment you saw me. Now, I'm in the back of your store with it locked up and you're holding my cock. What do you think about that?"

"I...I...don't"

"Don't tell me you don't know. I think you want to taste my cock in your mouth- and that's just what you're going to do. Get on your knees."

I was a combination of frightened and excited. Most of me wanted to run out of the back room. It would have been easy to do. But I just stood there. He put his big hand on my shoulder and started applying pressure to the floor.

"Get on your knees!" he growled, and with his substantial power,he pushed my down to my knees. He then moved his hand to the back of my neck and started pulling me toward him.

"Wait...wait...I don't know about..."

"Look," he started, sounding like he was attempting to reason with me. "I know you want this. Look at my cock. It's pointing right at you," he said. He took his other hand and grasped his cock, extending it toward my face. "Stick out our tongue and taste it. I know you want this."

I started to pull my head away, but he was far too strong for that. He had a slight pot belly, thick arms and legs. He looked like the type that had worked his whole life and was more than capable of making a skinny 21 year old do whatever the hell he wanted.

He was uncircumcised unlike me, and the thick folds of foreskin covered half his cockhead. I'd only seen uncut cocks in pornos, and rarely at that. The tip of his dick touched my cheek. I was still unwilling to open my mouth. He said, "Open your mouth, boy. Do it or I'll make you do it." Petrified, I cracked open my lips. Seeing this, he pushed his now semi-erect cock to my lips. Once it touched my lips, I started to slowly part my teeth with resignation. "That's better," he said. "Take this cock."

At this point, I tried to pull away again, but he applied more pressure to my head, grabbing my hair and said forcefully, "Where do you think you're going? Open your mouth, now." I opened it up some more and he plunged his throbbing cock into my mouth. I tasted it for the first time. It was so soft and not at all unpleasant. It had a particular type of scent to it that I found interesting. "Yeah, that's it. Take that dick, boy. Lick it up and down," he moaned. I started using my tongue while his cock was in my mouth. He just kept it there, very slowly moving it back and forth, an inch or two at a time. I could feel it swelling in my mouth. It was only about halfway in, but I could feel it touching the back of my throat. "Yes, lick it. You like this, don't you," he said softly.

I let out a muffled "Mmm hmm."

He said, "Lick it up and down." He withdrew the cock from my mouth, now glistening with saliva, and pushed it toward me. It was now more erect, and had to be about 8 inches in length. He lifted up his cock with his free hand and pulled my face toward it, still holding my hair. I started trying to emulate the pornos I had seen, and began to lick the shaft up and down. "Yes, that's it. Lick my dick. You know you wanted to do this. Now lick my balls," he said. I stopped and looked up at him. "Don't look at me!" he bellowed. "Look at this dick! Lick my balls!" He pulled my head to cause my face to be wedged into his scrotum. I started to lightly lick them. "Yeah, son, that's it. Suck those nuts," he said. I sucked on each testicle lightly.

"Yeah, take this dick into your mouth, son," he said through his teeth. He pulled my head back and now I saw his cock as fully erect. The head was red and angry as he pointed it at my lips. I opened my mouth and he slid it into my mouth. It felt hot and rigid and he was not moving it back and forth with more force, holding my head to him. He said angrily, "Suck my cock, boy. Suck it. Take my cock. You're just a little bitch, aren't you?"

The masculine side of me didn't much like being called a bitch, so I looked at him again, my eyes narrowing.

"That's what I said. You're my little bitch. Maybe I'll come here every day and make you take this cock like this. I bet all your coworkers would love to know you come back here at night and suck dick. I'll bet you have a girlfriend. Maybe she'd like to see you sucking this cock."

Now I was mortified. What if he did actually do this? What could I do to stop him? He then grabbed my head with both hands and started pushed his cock deeper into my mouth. It was starting to gag me. He then slowed down. "Easy, easy," he said. "I want you to enjoy this dick in your mouth. But you have to do what I tell you to do." He then slowly pushed his cock deeper into the back of my throat. He would withdraw it a little and then push it deeper. "Have you ever seen someone deep throat a cock? That's what you're doing now. Just relax and let the gag reflex loosen up," he instructed. He then kept pushing it and it kept gagging me, but I tried to relax as best I could. There was no way he was getting it all the way in my mouth. His raging cock felt rigid and its girth completely filled me up. "That's it," he said. "You love this cock, don't you? I think you're going to love taking this dick."

He started moving it back and forth faster, and I felt his breath quicken. He began, "God, yeah, you're going to make me cum, do you know that? You know that, bitch? Take this dick. Take this dick, you little bitch!"

I didn't know what to expect-I forgot that he would actually be cumming at some point. His pace was becoming more rapid and he was plunging his red cock in and out of my mouth. He then promptly pulled it out of my mouth. I gasped for air. He held my head firmly with his left hand and his other hand grasped the base of his throbbing penis. He started jacking it up and down and he looked down at me. He said loudly, "Oh yeah, I'm gonna come! Are you ready to take my cum, son?" I looked up at him in disbelief. "Here it comes!"

I saw a small stream of white cum come out of the tip of his cock as he was grunting. I thought to myself, well maybe this isn't so bad. That's not much. He then shoved his cock back in my mouth suddenly. It went in easily, slick as it was. He was still jacking it and grunting louder and then suddenly I realized that must have been precum. Because at that moment, he shot his hot load into my mouth. When I came, the semen would come out oozing and would occasionally shoot a little. When he came, it sprayed the back of my throat and quickly began to leak out of my mouth, dripping onto my shirt. He growled. "That's right. Take all that cum. Take that cum, son."

He pulled out of my mouth and squeezed the remaining semen from his cock. "Lick it off my dick," he said. He pushed it to my lips and I licked the cum off his cock, still reeling from this shock of him coming in my mouth like that. It tasted salty and thick, but not revolting. It seemed to coat everything in my mouth.

He let me up, and I stumbled to the washroom. My knees were sore from the pressure on them for what seemed like an eternity. I washed my face and spit out the thick cum in my mouth. When I turned around, he was gone, and I just saw the door close behind him. I picked up the jeans on the floor and folded them up. He'd worn the pair he had on out of the store, apparently, and taken his original pair with him. I noticed that the schedule written on a calendar on the wall was missing. Oh, great, I thought. I then locked up the store, and slowly and numb, drove home wondering if he was going to come back again when I closed up the next night.