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The Changing

By: Michael_R_Crane



I want thank meathead96  for his most excellent help  in editing this story.

WARNING:

This story is not erotic, but is very sexual, a "Sci-Fi/Fantasy" in nature. It contains sexually explicit scenes, language and some other pretty weird stuff too.

*

My desire to be female has driven me all my life, although I really didn't understand it or want to admit to it at first, but now that I am a girl it's no longer relevant. Cross-dressing and/or gender reassignment surgery had always been out of the question because I viewed it as not only primitive and shallow but inadequate. Put simply, not my idea of being female in any way. No, what I wanted was the real thing, albeit considered unrealistic or even nutty by the current social standards. I was perfectly satisfied to wait until I figured out another way to do it, and I did. This is the story of what ended up happening.

Until about ten years ago I had been what most women would describe as Neanderthal: the stereotypical find-em, fuck-em and forget-em kind of guy. Not that they complained too loudly. Why should they? They were Find-em, fuck- em and forget-em kind of women!

I was absolutely attracted to women on a physical level; the amazing curves, the detail of Gods finest work in my most humble opinion. However, the rising number of conquests with few new discoveries failed to fulfill, and failed to satisfy. I sought something deeper, something closer, something I had experienced only briefly with a select few. I wanted it, craved it, and fixated on it. As months turned into years, I began to intuitively grasp the inevitability of my own transformation and I proceeded to explore any and all means to get there.

The first part of this experience started with my repeated thoughts of being a girl as a child right up to and including the point of transformation. Next was the admission to myself that it was the only 'real' physical crescendo I wanted in my life even though I was a heterosexual male. I ravished females for many years watching and touching every aspect of their physical perspective. I was gaining more and more understanding of exactly what it felt like to be a female physically, socially, emotionally and spiritually. 

It started with mild orgasmic physical sensations that increased each time I relaxed and nurtured the highly sexual energy by letting it flow through me freely as I imagined being female. Then the dreams started. I had dreams throughout the night of varying levels of sexual intensity and scenarios of myself turning into a girl. Soon the dreams turned into morning orgasms and intense energy spikes that would last most of the day. Then the waves of orgasmic energy came in a smooth constant flow, sometimes lasting several hours. Over the last several months these sensations began to intensify into prolonged full-blown orgasms, repeating over and over, sometimes disabling me in public places.

With each new wave of orgasm, there was an increase in subtle but perceptible internal physical change. My body was changing, but into what? My fears would always come to the surface any time I felt pleasure or pain levels rise above my ability to comprehend them. Was I changing into something I wanted or was there something else going on? One day I decided I must know regardless. With a single thought I switched off all of my mental and physical resistance and control, raising my tolerance to any levels of pain or pleasure that would be necessary to initiate my transformation, unreservedly acquiescing at a core level.

The following is what happened on that delightful day in June.

****

I thought to myself as I stepped off the Borg branded bathroom scale, "I need some new clothes due to the forty-eight pounds I've lost over the past two weeks." Except for the last pair of worn-out Levis I'd saved since the early eighties I had nothing to wear that fit my now scrawny six foot two, one hundred forty pound frame. If I waited another couple of days, even those wouldn't fit me without suspenders.

I knew that I would be taking a chance going into a public place. I wasn't sure I could make a clean getaway without the usual trip to the hospital that was called in by well meaning people who didn't understand the symptoms of my highly sexual condition. 

Over the last several of days, the major "attacks" had subsided and the spasms were happening only about every four hours for 10-20 minutes or so; I knew I could handle those. I decided that I might as well take this opportunity to get out of the apartment. "I am feeling exceptionally well," I thought to myself. And the Mission Mall wasn't far away. I was feeling antsy after being cooped up in the apartment building for over a month so it was time to get out. It was time to smell the roses, coffee, even the smog. Anything but the stale air inside the apartment.

Feeling sufficiently justified and throwing caution to the wind, I jumped into my only pair of Levis and left my sixteenth floor apartment.

I walked down the long hallway to the elevator and began impatiently pressing the down button several times. One minute, two minutes, three, four.... "What the hell is taking the elevator so damn long?" I thought while pacing back and forth in the hallway. I started feeling another all too familiar surge of warm energy building, then triggering a small spasm in my lower abdomen releasing a focused ping from my abdomen to the tip of my penis. Keep moving, keep moving, I thought to myself. It was my only solution to restraining the smaller more numerous waves of this sensation. I felt a slight relief as it momentarily subsided but the loud sound of an apartment door closing on the same floor came echoing down the long hallway. It startled me, causing the mild spasm to return briefly.

Over five minutes passed and the doors finally opened, although it had seemed like hours. As soon as the doors opened, I dove into the elevator and with a perfectly well rehearsed tap on the inside button for the parking garage, I was finally headed down. This was a familiar ride I took every day just to help keep my sanity. The spasms subsided for the moment, but remnants were left behind as a reminder that they could return at anytime to impose their will upon my body.

On the way down, at about the twelfth floor, I felt a mild wave of heat bubbling up in my body. Sweat started pouring out of my pores like so many times before. It was a physical overreaction to my condition. It was also the main reason I wouldn't go anywhere outside the apartment complex. "Keep moving; keep moving, relax, relax, relax, I am a girl, I am a girl, no resistance; allow it to flow through you!" I repeated to myself over and over as I circled around in the elevator, rocking it side to side. My constantly moving seemed only to be a short-term fix for my problem.

The elevator stopped at the fourth floor, picking up another passenger. I tried to smile and act normal, but the puddle of sweat beginning to pool on the floor in front of me had my attention. He glanced at me briefly with an uncommitted smile then turned and stood facing the doors for the rest of the ride down. My early seventies style tie-dyed t-shirt was drenched, and I started feeling like I might be making a very bad decision. I thought to myself, "I don't have to go anywhere, I can order out for food, even clothes if I need to." "No!" I said to myself, annoyed at the thought, "That just isn't going to happen this time, I have to get out!" I said it under my breath, but I could tell that the passenger heard me. He was shifting his weight from one leg to the other, but he ignored me, probably writing me off as nuts or just another Southern California fruitcake.

The elevator doors opened and I bolted past my fellow elevator passenger, drawing a surprised look as I flew by him. I made my way to the Range Rover before I could change my mind about going out beyond the confines of the apartment complex.

The Rover was covered with a dusty car cover as the last time I drove it was six weeks ago. I grabbed one of the corners of the elastic edge and with a snap of my wrist and arm it was off, sending a dust cloud into the air that was illuminated by the flickering florescent lights of the cement underground garage.

I rolled the car cover up and threw it in the back seat as I jumped in and slammed the door behind me. I sighed with relief as the engine started. I wasn't sure it would turn over after such a long time. I reached over and flipped the A/C switch to high, and pointing all the vents towards me. It was like heaven as the cool air hit my sweaty overheated face.

Just before I put it in gear to back up, I was hit with another mild spasm from my abdomen, an overwhelmingly warm feeling of contentment and security washing over me. It wasn't as intense as the one that I had experienced earlier this morning, and it was different in other ways this time. The most noticeable difference was a mild shock of electricity originating from my abdomen resonating up to my scalp, then all the way down to my toes with a prolonged tingling at the very tip of my penis. It made me jump! It lasted about 10 seconds then I felt an orgasm building, but it suddenly stopped. I had so little control of this thing that I was experiencing. I liked it, even craved it, although it had disrupted everything in my life. Just in the middle of that thought, a silence abruptly entered my consciousness. It was a deafening internal silence.

There had always been some sort of resonating noise or background sensation of an impending attack, but it had vanished. All signs of the intense spasms I had been experiencing for months were completely gone for some reason. I felt apprehensive yet almost normal. It was a very liberating feeling, so familiar for the first forty years of my life. Life before what I called the "Chronic Orgasm Syndrome" or C.O.S. began ruling it. After sitting for a few minutes and feeling for any sign of the spasms returning, I put the car in reverse and headed toward the mall convincing myself everything would go just fine.

Downtown traffic was very light on this typically beautiful Southern California Saturday. The drive to the mall was uneventful; I got there in record time. I pulled into the parking lot and drove straight for the spots closest to the main entrance. Just as I started the routine cruise in search of a closer parking space, a car backed out of a space right in the front row. I pulled into it thinking to myself this was a good sign. I'm going to get in and out. If all goes well, maybe a trip to the beach would be in order (though I was not really convinced that all was well).

I walked into the three-story mall and headed up to the third story knowing right where I wanted to go. Pants were first on the agenda. Half way up the third story escalator, I felt a sudden surge of energy ignite throughout my body. The heavy sweating started again, just like what had happened in the elevator, but this time it was back with a vengeance! I felt a warm tingling feeling that was building rapidly, which then turned into a massive wave of exploding ecstasy from my lower abdomen that almost buckled my legs.

As the escalator deposited me on the third floor, I barely managed to make it to a cement planter thirty feet away. It held a large imitation palm tree, and was located next to a self-service shoe store. After three or so spasms rocked my body, I managed to pull myself up and sit on the edge of the planter, getting my feet off the ground before I had a chance to fall, and eventually get hauled off to the hospital. It seemed to me that it would be better to pass out on top of a planter, than onto the floor.

Another wave of pure pleasure hit me like the one in the garage. There was an electrical pulse, the newest addition to my repertoire of intense sexual sensations. "Was 'it' going to happen now?" I asked myself. Another set of electrical jolts hit, one right after the other pinning me to the planter like a force field. In my ecstasy, I still managed to notice how people were just walking by as if I wasn't even there, people less than four feet away. "What was this?" I wondered, just as I was hit with a brief shock and abdominal spasm, as if to punish me for that particular thought.

There I was at the Mission Mall in San Diego; arguably the most crowded public place in the entire city on any given weekend, with nowhere to go before another wave hit. I knew my time was limited and I wasn't going to be able to make it back to the car or walk much further. There were people everywhere, going on about their business and I was right in the middle of it. I needed privacy now, any place where I could lie down and cum for a while. The thought made me grin.

Soaked in sweat and looking for a place I could retreat to, somewhere preferably out of sight, I spotted a bench about a hundred feet away that was behind a grouping of plants beside a small fountain. It could offer me some cover and water if I needed it. The surges were crippling. I was thirsty, and I wasn't sure I could make it. I waited for any break in the constant sea of overwhelming sexual sensations, focusing on my destination. Suddenly, just for a moment, there was a slight pause. Jumping off the planter using the base as a starting block, I burst out at a full sprint.

I made it about half way before I was slammed again making me veer off course. I managed to stay on my feet, wobbling the rest of the way, and almost running into several people. I fell to the bench, and took hold of it. My knuckles were white as I clutched at the padded cement seat. It felt like it was my only lifeline to something tangible.

Looking up, sweat dripping profusely from my face, I realized I was in the heart of the third floor promenade with dozens of people all around me. This was the last place that I wanted to be! The plants only gave me partial cover, but there was a water fountain I hadn't seen earlier. Either way, with the way things were going, this half-ass hideout would have to do. I tried to catch my breath, hoping to make it back to the car or at the very least into a bathroom, but I was simply too weak to move from my new public sanctuary behind a plant display.

Wave after wave of sexual energy was coursing through me, overtaking me, like a strong alternating electrical current with exponential increases in intensity amid each new wave. I could feel physical changes happening all over and inside my body like miniature explosions and shifts at the cellular level as they were spreading throughout every centimeter of my body. It felt like my organs and circulatory system was relocating, followed with concentrated bursts of ecstasy.

During the brief pauses in this current onslaught of orgasms and dilated pupils, I kept thinking of how much I had wanted this all my life. That is, if what I thought was happening, really was happening. Thoughts that had been repeated all my life began to stream in.

"There is so much more to being female in the way that I was experiencing it. A spiritual side that had never been seen, or rarely if ever even conceived of. So overlooked by most girls and by the self-absorbed, sex crazed, pea brain morons, who have on their minds little more than images of wild sex with girls that they could never have. The opportunity to bare children, to experience all that there is about being female. Hell, most females are identical to their male pea-brain counterparts when it comes to having the slightest clue what it's like to be male, so they deserve each other."

I managed to get to the water fountain and started drinking non-stop for several minutes. The stale chlorine tasting water was a welcome sensation; I was dehydrated to the point of feeling dizzy on top of everything else. The water slowed the internal dialogue to a slow roll, making it easier to think of nothing. But they continued. They were so rehearsed that I felt like an actor playing his first major roll.

"To know what it was like to experience intrinsic female distinctiveness from a purely male perspective, it requires a "depthmensional" level of understanding that no female I have ever met could even comprehend, much less experience. They take their gift for granted, and then bury themselves in the limitations of it. They were limitations that only existed in their own sloppy mind." These familiar thoughts kept echoing through my mind. I could have had orgasms just thinking about it. In fact, I was having orgasms thinking about it. They were causing this whole thing!

"I chose to be born a male with the full intent of changing into a female. It's the stuff of science fiction made real or finally a decent XXX plot!" I laughed out loud at the thought.

A powerful electrical wave hit me. I felt my bone structure shift all over my body. It felt like a wave of little pinpricks from head to toe followed by sensations of bone stress. Then a series of pops, followed by another disabling wave of pure warm ecstasy knocked me back down to the bench. It was all that I could do not to vocalize the sheer pain then the intense pleasure being exerted on me simultaneously.

Another double wave hit. My jawbone popped and my skull shifted with several other muffled pops and snaps. It didn't hurt as much this time, but it felt very strange, like my face was being distorted, as if being molded by some sort of focused magnetic force. It felt much like the feeling of two very strong magnets when forcing identical ends together. I could feel my teeth moving. My hair felt like it was on fire. My whole body felt as malleable as hot clay.

I wanted so much to get up and get somewhere private, but I couldn't. Just as I would start to get up, another orgasmic wave of pure ecstasy or a new electrical punishment, more powerful than the last would strike me, planting me right back down on the bench. I couldn't move and the last wave convinced me that I had no choice but to endure it right here behind a fucking planter on a cement bench.

Another huge wave of ecstasy and what felt like some sort of weird foreign energy slammed into my body, like a brief shock. Then a spatial shift of some sort occurred, like I was here, yet somewhere else at the same time. As I looked out from behind the planter in front of me, I saw a very strange sight, the number of people doubled then tripled some even on top of themselves, as if I were viewing them in multiple dimensions at once, each person just slightly different than the other. I saw different versions of expression, and/or slightly different positions in space, or even different colored clothes. Sometimes kids would be there, but other versions would not have them.

I felt a thud as my hips and pelvic bones shifted, followed by a loud pop, and my attention was slammed back into my reality. I felt something inside me slipping in an upward and outward direction followed by several internal thumps. There was a flash of intense pain, followed again by pure sexual joy in perfect balance. It was exhausting.

I could feel changes deep inside me, along with very stiff inward pulls on my penis and testicles. It felt like they were being split apart vertically and diagonally simultaneously. I could feel something that felt like the skin ripping along the full length of my penis, starting six or more inches inside of me. It was on a predetermined path, but unfortunately, it was like poorly manufactured perforated paper. The pain was incomprehensible, residing momentarily just outside of my maximum limit. Then it was instantly receding to the opposite end of the spectrum, turning into a pleasure cycle just as intense, but twice as long in duration.

The knowledge that I was changing and totally allowing this to happen with no resistance kept sending solid waves of pleasure pouring through me like a flood of warm electrified water, reaffirming that my intense desire was real and coming true in this very moment. I could feel the soft tissue of my lips, ears and penis being absorbed and/or re-formed, pulled, then folded or tucked. There was a distinct smell of jasmine, but it was mixed with what smelled like ozone and cinnamon.


The Changing Booth



I used to be bored when Anna asked me to go shopping with her. The idea of following my girlfriend around the mall while she picks out clothes for work or a dress for a wedding is tedious at best. She wanted my opinion, and that was sweet, but there were many other things I would rather be doing. And then things changed. When Anna discovered her exhibitionist side and started dressing sexier clothes shopping became fun. I think most guys would enjoy watching their cute girlfriend trying on sexy little outfits, especially when you get the give the thumbs up or thumbs down.

It's a Wednesday and we're both off from work. They're having network issues at Anna's job and they closed the office and I took the day off so we could spend it together. When I ask her what she wants to do her eyes twinkle when she suggests we go to the mall.

"Don't you think your closet is full enough?" I tease. She's really not a wasteful spender or a clotheshorse, but I like teasing her.

"A girl can never have too many outfits, can she?"

After a quick shower, she pulls her chestnut brown hair back into a ponytail, slips into a pair of worn, snug jeans and a fitted t-shirt, with one of those soft, plain "t-shirt bras" underneath and we're off. I've always thought she's got a great, tight little ass and these jeans show it off the best. She didn't bother with make-up because she doesn't need it. Anna is one of those girl-next-door, naturally beautiful types. I just throw on cargo shorts, a t-shirt and sneakers. I'm not a bad looking guy, but I am an average guy and don't usually put too much into my appearance unless I'm getting dressed up. I'm in my late thirties, just a hair under six feet tall and have a trimmed goatee. I've always been told my blue eyes are my best feature.

The local mall is dead mid-morning on a weekday. We see some retirees doing laps and some stay-at-home moms pushing strollers and meeting up with each other for coffee. With all those stores laid out before us, I tell Anna to lead on. She kicks thing off by going leading me to New York & Co., where I get to act as a human rack when she piles different selections onto my arms while I follow her around the store. Most of what she looks at here is for work so there's nothing over the top sexy, but still there are a few things I look forward to seeing her slip into. I take up station outside of the changing booth while she goes inside to try on her choices.

It always feels a little creepy standing around outside a changing booth. Sure, the other women going in probably assume you're standing there waiting for a wife or a girlfriend, but I think there's always a suspicion that you're just some creep.

Anna tries on a couple pairs of slacks without showing me, which is cool. I know the kind of pants she favors for work. They're usually tight over her nice, round ass, which gets guys looking without being obviously inappropriate. It's funny to think there was a time, not so long ago, when she never would have admitted she likes guys checking her out. And now she favors tighter tops that show little cleavage over the baggier, high-neck stuff she used to wear to work.

When I think about it, which is quite often these days, Anna was a very different person when we started dating, shy, introverted. In some ways she's still the same girl. She would be embarrassed if she had to confess to her exhibitionist side to anyone but me. I wouldn't say she was a prude when we met, but she was definitely the buttoned down type. And then over a series of months things changed. First, we snuck into a playground for a quickie late one night. Anna was so worried someone would catch us, but when we encountered another couple with the same idea she found it an incredible turn on to be watched. Sensing something, I brought it up as a fantasy in bed and started encouraging her to wear sexier clothing. She's an attractive woman in her late twenties with a nice, petite body, why should she hide it all the time? A few months after our adventure at the playground I convinced Anna to wear a very skimpy outfit to the casino on a trip to Atlantic City and the attention she received from the other guys at the blackjack table had her so horny she couldn't think straight. I was stripping her in the elevator on the way back to our room! I was sure things had really changed when just a little while later Anna snuck into the men's locker room late one night at the gym and fucked me in the shower. It left no doubt that danger gets my girlfriend off.

After trying on her slacks, Anna comes out to show me a pencil skirt with a little slit in the back and a white wrap blouse with a low neckline. The tight skirt makes her ass look amazing, while the blouse is cut low enough for me to see the freckle just above the start of her cleavage. Her breasts are not huge, but with the right bra she'd have the cleavage to do the blouse proud. It's a great, sexy look for work. Luckily, I'm not the jealous type. I get turned on when I see some guy drooling over my girlfriend. It's just a shame I'm not at work with her to see it. After that she tries on a tight black that falls well short of the knee, which she also pairs with a jacket and then a knit sweater that hugs her perfect breasts. By the time she's ready to make her purchases I have a little trouble standing.

Carrying the bags, I follow Anna to the department store, which we find pretty empty. In fact, in the women's department it's only the saleswoman and us. She's an attractive woman in her early forties who offers to help Anna find stuff, but Anna declines. Instead she leads me around, picking up various items. She picks up a couple more things for work, but she also needs a dress for an upcoming wedding. She picks out a couple sexy dresses and agrees to try on one that I pick, although she says there's no way she's wearing it to the wedding. She also makes the rounds in the lingerie section, choosing a couple items I am dying to see her in.

The women's changing booths are in a line down a long corridor past an unmanned desk. We look around for an attendant, but the saleswoman by the register seems to be the only one working the section.

"I guess I just go in. I'll be right back," Anna says with a shrug, taking all the clothes she wants to try on and disappearing into the last booth at the end.

All the dresses she chose for the wedding are little party dresses and I can't wait to see her in them. I'm looking for other things I'd like her to try on when I hear her clear her throat behind me. I turn and can't hide my smile. Anna looks sexy as hell.

"What do you think?"

Anna strikes a pose with a hand on her hip. She's in a little red dress with a halter top that falls a couple inches above the knee. Instead of telling her what I think I pull her into my arms and kiss her. She glances around quickly before giving in to the kiss, opening her mouth to a quick flick of my tongue. After a moment she pulls away.

"So I guess it's a yes for this one?"

"You look hot, baby," I tell her.

"Wait 'til you see the other ones." She wiggles her butt as she sashays back to the changing booth.

The second dress is one she likes, but not for the wedding. It's a snug black dress that just reaches her knees. It hugs her figure well and it shows some cleavage, but the reason I like it is the zipper that runs from top to bottom down the front. I can just imagine all the fun I could have with that on a night out. She wouldn't wear it to the wedding because she knows I would never leave the zipper alone. I give her the thumbs up and she disappears again.

I like the third dress a lot. It's a strapless purple number with a tight bodice and a loose, draping body. It's a couple inches short of the knee as well. Anna's slipped out of her bra to try on the dress, but she doesn't need it because the top is padded and pushing her up quite well. She does a twirl and the dress comes up a little and I know she would look awesome dancing in this little thing. A lot of eyes would be on her and I know that would get her really hot. If she's not going to choose my fantasy dress I think this is the one and I tell her so.

"I like it too, but you don't think it's too short?"

"I think it's just right."

I pull her close and we start kissing again. This time she lets me kiss her longer and I even grab her ass a little. There's not much risk because we're still alone in this part of the store. When she finally pulls back it's reluctantly.

"Of course you don't think it's too short. You don't think anything is too short," she laughs.

"I just like it when you're all dressed up, that's all. Besides, you know you like showing off that body of yours."

"Stop it. You know that's only for you." Anna goes back to the changing booth.

It's part of our little game Anna acts like she's not after the attention, but is only dressing sexier for me. It's only in the bedroom where she admits the truth. I know it helps her to feel safe about our little games so I play along.

The next dress is your basic little black dress and honestly I can't tell the difference between it and all the other little black dress that are already in her closet, except for how revealing it is. It's short and form fitting and the neckline is plunging. She might have trouble keeping herself in it if she didn't pay attention on the dance floor. I'm surprised she'd wear it to the wedding.

"How about this one?" Ann asks, brushing up against me. She kisses my cheek and whispers, "Imagine it with four inch heels and seamed stockings." She knows I love her in stockings. She presses meaningfully against the bulge in my shorts.

"You know all your friends' husbands are going to be staring at you all night," I whisper back, kissing her.

"You're silly. My friends are hot." Anna's really getting into the kiss now.

"Not as hot as you. Every guy there is going to want you. Your friends will hate you. Can you handle all that attention?"

"I don't know. Maybe we'll have to sneak away to some quiet corner."

Anna kisses me full on and pushes her hand into my shorts, grasping me through my boxers. I'm surprised by her forward behavior. Anyone could still come along. The saleswoman might come over to check on us.

"Someone could see us," I warn, knowing it will only turn her on more.

"We're all alone."

"And what about the security cameras? Someone is probably watching us right now." I'm not bluffing. The tell-tale smoked plastic domes of security cameras are in every corner of the store.

"Oh, God," she breathes.

Knowing I have her hooked, I push her away and say, "You'd better try on that dress I picked out. The security boys will like it, I'm sure."

Anna reluctantly pads back to the changing booth. While she'd gone the saleswoman does indeed drift over asking if we need any help.

"Do you guys need anything?" she asks. She has a sly smile and paranoid I think she must have been watching us.

"I think Anna's good. Thanks."

"Just let me know if I can help."

The last dress, the one I chose is really little more than a slip covered with gold sequins. It's very short and hugs her lithe body. Even in the store's bad lighting the dress shimmers with her every move. Anna looks a little embarrassed to be in so slight a dress. She's so sexy I'm at a loss for words. Instead I grab her and pin her against the desk, kissing her. As I'm grabbing her ass I'm pulling the dress up, which is not a far trip. Anna is breathing heavily, very turned on too.

"What about the security cameras?" Anna's moans, putting up token resistance.

"Those mall cops are probably going crazy. They probably want to pull you into their little office and strip search you."

"Oh, Jason ..."

We kiss for a few moments more, but finally, panting, Anna pushes me away. Okay, I think. I've done enough. I doubt we'll even get home. I bet Anna and I will be screwing in the back seat as soon as we hit the parking lot. Her eyes are smoldering as she looks at me and then glances up at the security camera. I can see the wheels turning in her mind. I am sure she's thinking about who could be watching her. I think she's going to go back and change back into her clothes so we can get out of here when she shocks me.

"I wish you could see the bras and panties I picked out. Maybe I should just wear them out here."

"Maybe you should. You'll have those mall cops coming in their pants."

"They'd have to pull me in then."

"I think so."

"Then I think you'll have to come back with me."

Anna turns and disappears back into the changing booth. For a minute I am unsure. We really could get caught if I go back there and we could get into some kind of trouble. I read about a couple fucking in a changing booth that got charged with disorderly conduct. That would mortify Anna. But I can't help myself and after taking one last look to make sure the saleswoman isn't watching I go back to join Anna.

The changing booth is large and there is a bench across the back, which is littered with her discarded dresses and mirrors on the two walls. I latch the door behind me. Anna's biting her lower lip as she looks at me while playing with the straps of her dress. She lets it drop, revealing a tiny black thong and then picks up a sheer, black bra from the clothes behind her and hooks it in the back. It's all I can do to keep from jumping her on the spot. The bra is sexy because it's totally see-through and I can tell just how hard her pale, puffy nipples are.

"I could wear this with that zipper dress," she suggests.

"Then you'll really be flashing when I unzip you."

I cup both breasts in my hands, stroking her nipples with my thumbs. Her little nips are impossibly sensitive and I think Anna might just have the world's most perfect breasts. They're only about a big B-cup, but they look larger on her petite body and they are perfectly shaped and taut. She closes her eyes as I stroke her nipples, a soft moan escaping her lips.

"You wouldn't really do that."

"How can I keep this perfection all to myself? You wouldn't mind putting on a little show, would you?"

"I ... I don't know. We could get in trouble." She slides her hands up my arms and onto my shoulders.

"In a dark club only the people right around would see. Only the people we wanted to could see me peel your dress open to show off how hard your nipples are."

"Jason ..."

"Maybe someone might even reach out and touch."

"Ohhh ..."

The fantasy of things going too far while Anna is showing off is something we've played with, ever since those guys flirted so hard with her in Atlantic City. When they thought I wasn't looking their hands were all over her and her tiny skirt and top hardly offered protection. Anna didn't stop them, but loved every second. I've wondered what would have happened if I disappeared that night. Would Anna have lost control? I don't think I could handle that. I like to show my girlfriend off, but I'm not looking to share her.

While kissing her, I unhook the bra and throw it on the floor. Anna pushes her hands under my shirt, running her fingers through the sparse hair on my chest. I tilt her back and lean down, catching one of her nipples between my lips. I suck on it hard before circling with my tongue and flicking it. She arches her back, forcing her chest at my mouth and starts pulling on my shorts, trying to unbutton them. I can tell she's trying to be quiet, but her moans are getting louder. I'm not helping. I go back and forth, sucking and licking, teasing both her nipples while massaging her breasts. Every time I circle her nipple with tongue she moans with disappointment and tries to force herself into my mouth. While I suck and lick one nipple, I'm pinching and rolling the other one between my fingers. Anna is weak in the knees by the time I lower her onto the bench.

Kneeling in front of her, I slide the thong down her legs and she spreads them wide. Anna's already so wet her swollen lips are glistening and she throws her head back with a moan when I kiss her down there. I pull her to the edge of the bench and gently peel her lips apart while I flick the tip of my tongue all over her pussy. She's breathing hard and trembling right away and I push a digit inside her to slowly finger her.

"You know those security guys saw us coming in here and know what we're doing." It's actually a real concern. If they are on the ball they could be on their way to stop us right now, but I couldn't resist her invitation.

"You think they know we came back here to fuck?" Anna asks breathily.

"I'm sure," I tell her before kissing her clit with just a slight brush of my lips. She pushes forward when I pull back, burying my finger inside her.

I let up with the finger and focus on kissing her clit and licking all around it. When I suck on that little bud through its hood she arches her back hard and digs her nails into my scalp, struggling to contain the moans that fill the changing booth. With a quick sideways look I see she's watching us in the mirror to the right and it is a hot image. She's massaging her breasts with one hand and holding my head in place with the other. I wish I could get my phone out and take a picture. It only takes a couple minutes of licking her pussy before she cums, tensing up and crying out.

"Ohhhh ... Jaaassoonnnn ... ohhhh God!"

It seems like Anna would be content to have me lick her and make her cum all day, but I know we only have limited time and my hard-on is almost painful. I need to fuck her now. I pull out of her grasp and stand up and drop my shorts, palming my phone from my pocket.

Without hesitation, she grabs my cock and puts it in her mouth. I wasn't planning on that, but it feels so good when she starts sucking that I let her go. She holds me at the base and bobs quickly, while sucking hard, with a sense of urgency. When she's just got my head in her mouth she uses her tongue, something that brings my own moans and makes me sway unsteadily on my feet. I hold her ponytail, but I let her control all the action.

"You'd better hurry up, baby. They could be here any minute. You don't want to get caught with my cock in your mouth," I moan. "Damn, Anna, you're so good."

She sucks me even harder and as I watch in the mirror I see she's playing with herself. When she hears the click of my phone snapping a picture she stops for a second and looks up and then starts sucking even harder. Pointing the camera down, I take a picture of her looking right into the lens with my cock in her mouth. I can feel her moaning around my shaft, telling me the pictures are getting her off even more. It's not the first time I've snapped pictures of her giving head, but it's the first time I've done it outside of the bedroom. I make sure I have enough of the background that you can tell we're doing it in a changing booth.

"I need you to fuck me right now," Anna says, releasing my cock with a smack of her lips.

I stand her up and turn her to face the wall and she puts a foot up on the bench. I have to crouch down to line up properly, but once my head is poking her lips I slide right in. One of the great benefits of these little risky, impromptu encounters is that she doesn't make me wear a condom like she does in the bedroom. She's on the Pill, but she feels safer using a condom too. Anna gasps my name and I hold onto her shoulders while I start to move. She puts a hand on the wall for balance and watches us in the mirror. I pull her ponytail to the side and kiss the side of her neck as I pick up the pace.

"You know, these could even be two-way mirrors. They could be watching us right now, even videotaping," I moan.

"Oh God. Do you think?"

"Some mall cop is probably jerking off right now watching us."

"Ohhh ... Jason ... take a picture, please ..." Anna gasps. I feel her muscles tighten around me.




The Changing Booth



I do even better than a picture. Using my phone, I start shooting a video of us in the mirror. I don't think I look great, leaning over her from behind like I am devouring her, but Anna looks spectacular with one foot up on the bench while I screw her. Her breasts jiggle every time I thrust into her and it looks awesome. She reaches back and puts a hand on my hip.

"Fuck me ... fuck me harder, Jason," she moans, starting to perform for the camera.

I do as I'm told and sound of our flesh slapping together rivals her growing moans. Anna's not quiet in bed, but she is only like this when she is close to climax, and even then she's rarely this crazy. She loves the dirty talk when we are indulging our fantasies, but this time she's really going overboard, repeating, "Fuck Me! Fuck Me!"

"Baby, everyone is going to hear you. Shhh ... "

"I don't care. I don't care who catches us ... ohhhhhh ... Jaaassoonnn ... fuck meeeee ... "

"Annnaaa ... I can't hold out ..." I cry. It's a miracle I last as long as I do. Fucking my hot girlfriend in a changing booth is about all I can handle. I find the danger exciting too, though probably not as much as she does.

"Keep shooting," she orders as she pushes me back and sits back on the bench.

Anna pulls me closer and takes my wet cock back in her mouth. This is something brand new. For one thing, I don't usually have the willpower to stop before I cum, and second of all she usually doesn't go down on me after I've been inside her. I know she is totally doing this because the camera has her turned on. I keep shooting video as she sucks me hard, almost taking my whole shaft in her mouth. I pan from her face to the mirror so I can see that she's playing with her pussy while she sucks on me. I feel the cum boiling up in my balls.

"Fuck Anna, I'm gonna cum ... "

She just sucks harder and my thick load shoots into her warm, hungry mouth. Muffled squeals escape her lips and I can tell she's cumming too as she rubs her clit. I keep the video close on her face as white cum leaks from the corner of her mouth. Anna doesn't finish me with her mouth often, but when she does she swallows, even though she can't usually get it all. My cum runs down and drips from her chin. She keeps sucking until I grow soft and then I step back so I can get one last shot of her body before I turn off the camera.

"Baby, that was incredible," I say.

"I don't know what came over me," she replies. Even though she's flushed from the sex I can tell she's also blushing. "We'd better get out of here before we get in trouble."

"Good idea."

I pull up my shorts and Anna finds a tissue in her purse to clean up her face. She's fastening her bra when we both freeze at the saleswoman's voice.

"Are you still back here? I didn't see your boyfriend standing out there."

"I ... uhm ... I'm here. He must have wandered off."

"Are you okay?"

"Yes. Yes, I'm good."

We both hold our breath until we're sure she's gone and then we can hardly control our laughter. I don't believe she didn't know I was in there with Anna and I wonder just how long she was out there. Maybe it was her nice way of letting us know we'd better clear out.

After we're dressed Anna just wants to slip out of the store as quietly as possible, but she also really wants that strapless dress for the wedding, so I let her leave while I pay for the dress. I also buy that little gold party dress hoping to convince her to wear it out sometime. The saleswoman's smile tells me she knows exactly what we were doing back in the changing booth. I blush a little and I know Anna would have just died on the spot. We practically sprint to the car, where I tell her about the saleswoman.

"Oh my God! I can never go back there again!" Anna howls.

"I don't think she disapproved."

"She must think I'm some kind of crazy slut!"

"You were kinda crazy. I have the proof."

Anna's eyes light up and she holds out her hand, saying, "Let me see." It's not easy to dig the phone out of my side pocket, but I manage and then pull up the video at a red light. The screen on my phone is big enough to see everything that's happening. She watches it silently, with her mouth hanging open. It looks like she can't believe it's her. By the time she's blowing me toward the end she's got her legs spread in the car and she's rubbing herself through her jeans.

"You really like that, don't you?"

"Mmmhmm. It's hot," she murmurs.

"You'd better watch it or someone will see you playing with yourself," I warn, knowing it will get her going even more. I drive a little sports coupe and anyone in an SUV can look right down into my car.

Anna's eyes flick out to look at the traffic around us, but then she goes back to watching our video. By the time we get home her nipples are rock hard and poking through both her t-shirt and bra. We hurry upstairs and quickly strip for round two while I think about what other fun we might have with a video camera.

end



The Changing of the Prude



I met Tatem at a party I didn't want to go to. It was a good friend of mine's birthday. So there was know way of getting out of it. I also knew his wife would try and fix me up with some one there, she's always is trying to do that. Since Paul and I are best friends and we do things together she wants there to be another female there so she doesn't feel like a fifth wheel which I can understand I feel like that some times too.

There I was at this party and I'm talking to this girl .She was the type you'd love to screw, but you hope would leave right after (great body, no substance) Then all of a sudden I get this urge to look at the front door it was like I was being pulled in that direction. Just as Pam, Paul's wife, opens the door, I started moving towards the door as if some thing is pushing me. I reach the door as this woman walks in. I walk up to her and said my name is Mike and she tells me her name is Tatem, Pam is in complete shock. She tells us later that she never seen either one of us act that way before. I took Tatem's hand and lead her away from Pam with out saying a word or looking at Pam. Tatem and I went and got us each a drink, then found a seat on the sofa together and started talking. We talked about everything from our jobs to our childhood to our likes and dislikes. 

We found we had the same likes in movies and games, sports and books. What seamed at the time a haft hour when by I felt a tap on my shoulder looking over it was Pam she said to me that she was wondering if I was going to stay the night since sometimes I do that I said no I had to work in the morning so I need to go home in a couple of hours. Then she shocked me by saying it was 2AM and I'd better think about going. I couldn't believe it even after checking my watch we had been talking for 4 hours. I looked a Tatem and she looked shocked to and said didn't I just get here we both laugh the looked around only saw Pam and Paul. Paul was passed out on a chair to the side of us .I looked at Pam and said were did every one go. She said the last ones left an hour ago then started laughing. Pam looked at me and said I guess I finally found one. I looked at her not knowing what she was talking about.

Then she said "Why don't you drive Tatem home as she came in a cab on my way home if I make it that far. "As we walk to my car Pam called "get the girl something to eat since you talked her ear off all night " 

Tatem and I both laughed at that. Then she said she could use some food if I wanted to stop .We went to one of those all night diners every city has .We talked till Six in the morning. I took her home to her parent's house where she was staying since she just moved back from the west coast. When I took her up to her door where we kissed for the first time. It was like heaven, stars burst in my eyes after we released we both said wow. Then I new we were meant for each other. We made a date for later that night and I when home to change for work. 

I'm not a romantic type, I can usually forget about girls that I'm seeing when I at work. But this one was different from the rest. I replayed every thing she said over in my head thank god I didn't have much to do except get the system that Paul and I were installing for the last month up and running which whet just perfectly. Noon I went home to get some sleep before our date. I picked her up at 7 and we when to dinner at a fancy restaurant. Then I asked her what did she want to do next and she said,

"lets go to your place and watch a movie". Which was just fine with me.

We arrived at my place around 10pm I showed her where the movies where and the went in to the kitchen to get a bottle of wine and a couple of glasses. When I returned I found her looking though my porn movies. 

I turned three shades of red and said the regular ones where in the top of the cabinet 

She said these where just fine; with if it was ok with me (this was my kind of women) we sat on the couch to watch.

We started kissing about a third of the way into the movie. The movie was forgotten totally. We undressed each other kissing each part as it was uncovered I spent a long time on those luscious tits of hers there so firm like ripe fruit the nipples hard erasers that yearned to be sucked and I did just that I kept sucking and biting on them. Later she said she almost came from it. 

She started doing the same to mine and it fell fantastic. When I pulled off her delicate satin panties I found a hairless pussy that was so wet it could put out a forest fire. I dove right in for a taste she had the sweetest nectar, I couldn't get enough. For a small girl only 5'4" she had a large clit that I sucked and licked and bit till she came all over my face. Her cum tasted tangy and sweet at the same time I could drink it all day. After the third time she came she made me stop saying she needed a break so I move up to lay next to her on the couch where she licked her cum off my face saying she loved the tasted of her own cum.

We then moved into the bed room to get more comfortable she started playing with my nipples again which she seemed to enjoy and I really like a lot but most girls don't like to do it. She would flick them with her tongue, then suck them into her mouth and bite them till I moaned Then she worked her way down to my cock, which has been so hard for so long I thought I would cum with the first touch of her tongue. She rolled her tongue around the head licking up the precum smacking her lips saying how good it tasted. She then gave me the best blow job I ever had. She worked her mouth up and down the sides licking my balls sucking them into her mouth one at a time then moved back to the tip and sucked up more of my pre-cum. Working the head with her lips and tongue she started an up and down motion working a little more of my cock into her mouth on each down stroke till she got comfortable with my size. 

Then she sucked it right down to the root I could feel her throat massaging the head it was all I could take. I yelled I was about to cum in case she didn't want a mouth full but she never missed a beat she swallowed almost every drop and sucked hard for more. 

She then crawled back up I took her face in my hands and kissed her hard, slipping my tongue in her mouth and tasting my own cum for the first time. When I released her she looked me in the eye, smiled an said

" some one else who likes the taste of his own cum?" 

I told her it was my first but from her mouth it tasted wonderful. She smiled and laid her head on my chest and started talking again this time it was about sex.

She told me about how she loved sex. Loved having sex, watching sex, reading about sex. She told me about some of the men she had sex with and some of the women, one of which was Pam in college. I also found out Pam got her started on girls. How she loved the taste of cum, male and female. She told me about threesomes she done. And some of the kinky stuff she done. Compared to her I was a virgin. I told her about the sex I had. About some of the girls I was with but also about how I never felt fulfilled with any of them .I told her I liked sex I liked it a lot but no matter what I did or with whom there was always something missing, some bond, some feeling, something, I didn't know what.

What I said next came out so naturally. I'm not even sure I meant to say it I said, "Until I meant you". I felted so stupid saying this to this goddess of Desirer what happen next surprised me to this day.

She popped up off my chest like she was hit with a cattle prod looked me square in the eye and froze. I thought to my self, you fucked up now boy your going to scare her away. Then she said to me " you felted it too " 

She then told me that the moment she first saw me it was like kismet she said, She felt the pull to me the same as I felt. She said that once we started talking she had to tell me every thing as if I needed to know exactly who she was and what she had done. I felt the same way I told her things I haven't told even Paul my best friend. 

We stared to hug and kiss as if the world would end any second then she straddled my waist looked me in the eye and said 

"I like to be on top."

Which is just fine with me. She took my hard cock in her hand guided it to her hot wet pussy and slowly sank down on it. Her pussy felt like warm jam. When she reached bottom she sighed almost like a purr then her whole body trembled. She stayed like that for only a few seconds then she started moving up and down on my cock my rod sliding in and out her wet heat. Surrounding me her pussy muscles gripping my cock like a wet vise trying to squeeze my cum from me. I reached up and placed my hands on her firm tits squeezed them I pinched her nipples she let out a small cry and came soaking my ball with her cum. I reached down between us and felt were we joined and felt for her cit and started rubbing it she turned her face towered the ceiling and cried 

" God yes yes its so fucking good yes fuck me. "

I started pumping my meat into her from below meeting her thurst for thrust

Then she looked me in the eye and said "Mike cum with me now squirt your cum inside me. " 

I did just that. Sparks flashed in front of my eyes as a loud grown sounded in the room. I was never quit sure if it was her or me or both as my balls jettisoned my cum into the depths of her pussy. Her body spasmed and shook as she came with me. Her pussy clamping tightly around my cock trying to milk every last drop of cum from me. Then she collapsed on top of me like rag doll trying to get her breathing under control.

She said "Now I feel complete." and I knew what she meant it was the first time I ever felt satisfied 

Once we regained our composer she raised up looked me in the eye and said 

"I want to taste us."

She pulled her pussy off my cock did a 180 and started licking off my cock and ball getting all of our combined cum with her tongue. When I looked up I saw her lovely pussy just above my face with our cum coming out of it. It looked like an oyster with a pearl coming out. I just had to taste it reaching up with my tongue I scooped up a little of that cream to take a taste. What I found was creamy slightly salty and her special tang it was manner from heaven. I pulled her pussy down on my mouth and started licking for all I was worth reaching my tongue in as deep as it would go trying to get every last drop. All the while my chin was rubbing her clit. Her pussy spasmed sending more of that wonderful cream into my waiting mouth soaking my face. 

She came again pushing more of that creamy fluid from her pussy to my mouth. After she was done cleaning my cock and balls she turned again and started lick my face clean and depositing it in my mouth telling me not to swallow it. Once done cleaning me we tongued kissed moving that cum from mouth to mouth till we both had equal amounts then separating we swallowed the nectar of our lovemaking.

After resting for while we went to take a shower. In the shower Tatem took the wash cloth and started wash my face then my chest tweaking my nipples then using her tongue and mouth I, mean while, was playing with hers as well 

I then said, "You seem to like playing with nipples"

And she said "Yea I do but only if there sensitive like yours." 

Then proceed to wash my stomach and then my cock and balls area, my legs and feet. Then she turned me around washed the back of my legs and butt cheeks. Then stood up and washed my back and neck. Then she went back to my butt cheeks with the soap and washed them again this time going between them to wash my asshole she started rubbing it with her thumb. Not penetrating it, just massaging it. God that felt good no one ever did that to me before.

She asked if I like what she was doing I said yes it feels really nice she asked if any one did this before. I said no but I wished someone had. She then put pressure to the ring as if trying to push her thumb in put holding back just then saying "Can I." I was pretty sure wanted to stick her finger in me so I said yes. She pushed a little more and her finger went in sending a jolt though out my body which came out my mouth as a moan. Which got me hard as a rock she then grabbed my cock in her other hand feeling how hard I was.

Saying, "you like this, I see well have to explore this more later." 

Releasing me she said it was her turn to get washed. I washed her lovely face and neck her perfect breasts. Pulling and pinching her nipples till they stood up hard and tight. Then down to her flat belly. Then down to her hairless pussy washing it out with my fingers and playing with her clit. Before moving on to her gorgeous legs down and to her toes. Turning her around I washed up her legs to her firm ass, and then to her back still from my knees then back to her ass I needed to devote more time to this part. I started washing it with my hands working the soap into the cheeks letting the soap run between her cheeks followed by my fingers to get her asshole as clean as possible. Holding her ass cheeks apart with one hand I probed her hole with a finger from my other hand just rubbing the hole till she cried out saying finger fuck me please.

Pushing my finger in as she shivered and moaned. Pumping my finger in and out I thought to myself it looks good enough to eat so I removed my finger let the soap wash off and press my face to her ass crack and stuck my tongue to her hole and forced it in to her.

Tatem moaned and then said, "Yes lick my hole lick it good " 

As she pushed her ass in to my face I reached around and played with her pussy and clit till she came soaking my hand with her juice. 

Then she grabbed me by my hair and pulled my head back. Looking up at her she looked as if she was possessed and she said "fuck me fuck me hard now please fuck me "

Being gentleman I was only to happy to oblige her request placing my cock at the head of her pussy I started to push in when she said 

"Not there in my ass please". Noting my hesitation she said " don't worry you won't hurt me" 

She grabbed my cock and placed it at her ass hole and pushed back. My cock sank into her she said "now fuck me like you mean it "

I pushed my dick about halve way in pulled back till the head was barely in then shoved it home she shirked 

"yes fuck me more " 

I then started to pounded my meat to her and she loved every minute of it, fucking back to me on each stroke till she tensed up and came with a groin clamping her ass hole like a vise on my cock pulling my cum from me into her ass. She reached up with her hand to touch my face panting she said.

"Don't pull out to your soft"

Which was not a long wait, my balls where drained she got it all . After I pulled out,soft as she asked, she leaned back and whispered saying

" Would you like some fudge pie for desert." 

How could I refuse. Back down on my knees I spread her cheeks and licked up my cum from her asshole. Sticking My Tongue into her hole to get as much as possible, After getting all I could I stood up and we tongue kissed again feeding her some of my cum.

Rinsing off one last time we stepped out of the shower and dried off then went back to bed for some much needed sleep. As we got back in bed. She asked,

"Can I stay the night? " I said you can stay as long as you like. She said

"In that case she'd just stay forever" which was just fine with me 

Sunday morning came later than normal for me. I awoke feeling refreshed and happy till I realized I was alone I got out of bed to use the bathroom wondering what happen to Tatem. Then I smelled coffee I pull on a pair of running shorts and went to the kitchen.

Looking in before entering I saw Tatem standing by the stove cooking something that smelled like bacon with nothing on put my "kiss the cook" apron I use some times while barbecuing and some times when I don't want to get my cloths messed up while cooking. While I was staring at her cute ass I was thinking to myself. If this is a dream don't wake me.

She turned around and said " I thought I felt you standing there I hope you don't mind I made some thing to eat I was starving" 

I said "Me mind having a beautiful women in my kitchen cooking breakfast wearing nothing but a apron. No I don't mind" 

She said, "Well sit down and eat but take those pants off first "

" Yes ma'me " I said as I stripped off my shorts.

As I sat down I realized this was the first meal I would ever eat naked. I had a feeling it wouldn't be the last. 

"I hope you don't mind I like to be naked as much as possible " she said, 

I told her "I normally don't walk around naked much but if your here I could get use to it " 

She said " You said I could stay for as long as I like and I said I think I'll stay forever and it was alright with you have you changed your mind "

I said no but I didn't want to hold you to it if you didn't mean it". 

She said, " When it comes to sex and love I always mean what I said ".

"So when are you moving in?" I said. 

And she said "As soon as I can get my stuff here it's still in boxes and suit cases "

Then I said " We could get them today". Then she looked me in the eye and said 

" Are you serous about this you don't want to wait awhile and see how this works out ".

I said "no I don't know how I know this but I know its was meant to be this way us together that is" 

she nodded her head and said "Yes your right its the way it should be "

After we ate and I did the dishes since she cooked, and went to get dress. Her in the cloths she had on yesterday me in a pair jeans and a tee shirt. Just as we were about to leave the phone rang I saw on the caller ID it was Paul or Pam so I answered it.

Pam was on the other end. She asked " Mike do you know where Tatem is "

I said "Why do you ask " I didn't want to give her the satisfaction knowing I finally found someone I liked and she set it up.

She said, " I talked her mother and she told me Tatem went out with someone she meet at our party last night and didn't come home. And you're the only one she had a chance to talk to. So quit the bullshit and put her on " Pam can be pretty forceful when she wants to be.

I handed the phone to Tatem. All I could hear was her halve of the conversation things like yes and no's and then today was said and "no I don't think its to soon " then she said " Ok 7 then bye " and hung up

I asked her " What that was all about " 

Tatem said " Pam wanted to know what we did last night if we had sex I told her we did then she kiddingly asked if I was going to in move with you I told I was which I think surprised her for a second then she asked if you had a nice cock I said yes and she said I always new he would "

I looked at Tatem in shock and said " I never new she looked at other guys . She always seam so proper " this got a giggle out of Tatem saying

"Pam proper not hardly, she can be quiet the slut when she wants to be " 

I said "Not since she married Paul " 

She said " well I have been gone along time but well see about that maybe they have a few secrets you don't know about " 

Well I new Paul along time and he didn't sleep around and I was sure she didn't. Well I know nothing ever been said to me. Then I asked "What about 7 then "

She said, "Oh yea were having dinner with them tonight she insisted "

I knew it was going to happen soon or later I just hoped it would be later. Did I tell you Pam could be pushy sometimes? 

Getting in to my van I use to move equipment from job site to site we dove to her parents house I asked her "What are your parents going to say about you moving in with me so soon "

"they won't be too surprised I told them all about you and told them I thought you where the one. And I think they will be relived not to have me living there any more. Their nudist but my Dad doesn't like to go around nude with me there he says its not right to be naked in front of your own daughter, doesn't bother me but I don't push it."




The Changing of the Prude



I thought to each his own. When we got to her parents house we went inside. I was expecting to be given the third degree but what I got was a warm welcome from two (for their age) good looking people. And it didn't seem to bother them that Tatem was going to live with me who they barely new.

As her father and I went to load my van from the garage Tatem and her mother started bring out her suitcases. Most of her stuff was in boxes except for three footlockers which were locked .She didn't have much to move no furniture thank god I don't know where we would put it 

Once back at my house Tatem and I unload the van I asked about the footlockers she said 

"Oh just but them in the bedroom I'll get to them later. The rest of the boxes can go -down the basement till I can get to them "

My bed room furniture was bought as a set. So I had a dresser and a chest of draws the dresser I never used. I gave that to her and over halve the walk in closet she had a lot of cloths. I kept looking at footlockers

She finally said, " Do you want to see what's in them.

"Why do you ask" I said 

"Because you keep staring at them" she said taking her keys she open the first one saying "I think you'll like this one the most "

It was full of cassette tapes some with professional labels some with hand written ones I assumed they where all porn movies from reading a few titles she had a big collection bigger than mine that's for sure. Then she open another locker now this one was a shock it was full of dildoes, vibrators and some other thing I wasn't sure what they where for.

Then opening the last one she said "These are for when I really feel kinky "

In side where leather corsets and leather body suits a few whips and paddles, ball gages, hoods and, other s&m peripheral. " Your into some kinky stuff I hope I don't disappoint you "

She took my face in her hands and looking into my eyes saying " have you ever played with toys before "

I said "No not at all I never licked an ass hole before yesterday either."

" Well you did that pretty well and I'll bet you never fucked an ass before yesterday either." she said. " well since you liked that and that finger up your ass maybe you would like to try some of these things too "

I said "we'll see what happens but take it slow at first "

" All you have to do is say so, Mike and I'll stop ok" 

"Ok " I said.

She moved her mouth to mine and kissed me sticking her tongue in as far as it would go I think she was trying to put it down my throat I fought back with my own but she won the battle pulling back She said 

"Mike we still have on our cloths "

Which she stared to pull off of me and I her jeans, that she put on back at her folks house before bringing her suitcases to the van, They were so tight they were like a second skin her crop top sweater was also tight and it showed off her stomach and navel ring to perfection.

After we were naked again she dropped to her knees and took my cock in her hand and placing the head to her lips kissing the tip then licking up and down the shaft a few times stopping to lick my hairy balls. Moving back up to the head of my cock again she placed it in her mouth and slowly sucked it in to her mouth till it reached the back of her mouth then plunged it down her throat, God this girl knows how to suck a dick.

Working her throat muscles on the head sent chills up and down my spine. Moving back up the shaft to catch her breath I could feel her tongue moving around the shaft then bobbing her head up and down the shaft. She started massaging my asshole with a finger and I started to rock my hip in a fucking motion. Just as I was about to cum she clamped her lips around the head and pushed her finger up my ass. I came like gang buster pumping two loads in her mouth. Then pulling my dick out of her mouth she pumped several more onto her tits. Standing up she reached for my head pulling it down to her mouth for a kiss and a tasted of my own cum I pushed my tongue in and got out most of the cum and swallowed it. 

Bending over even more I started licking off the cum on her tits getting all I could in my mouth I kissed her again feeding my cum to her. She pushed some back and swallowed the rest. She pulled back, she looked up at me saying,

" I think you really like the taste of cum now don't you " All I could do is blush and smile

She then looked over at the clock on the night stand. Realizing the time she said 

"Dam its time to get dressed for dinner, and I need a shower "

I'll join you" I said.

She said "No if you get in there with me we'll be late for sure "

"Don't you trust me " I said smiling.

"I don't trust my self I didn't cum yet and I'm horny" she said

So into the shower she went. Waiting for her to get out I started looking though her toy boxes I skip over the tapes thinking they were normal porn tape I moved to the one with the toys.

There was quite an assortment of vibrators and dildos in all different sizes and colors some were almost clear and some were flesh color and there were black ones and red ones. There were these belt things with straps on the sides and it looked like hole in the front. There were some funny shaped dildos they didn't look like a penis they started off small and got larger till they narrowed at the bottom.

Startling me she asked, "Do you see any thing you would like to try." 

Standing I said " I don't know what some of them are but the rest look like things a girl would use on herself or another girl, not on a guy "

Looking at me with a twinkle in her eye she said "Don't worry lover you will see that most can be used on you as well as me " 

It was my turn for the shower. Getting in I started thinking to my self did I know what I was getting in to. No I didn't. Did I want to continue? That took a lot longer to answer, but yes I think so.I like Tatem a lot and I think it maybe the beginnings of love. I didn't want her to leave me that was for sure. And what we did so far was exciting. So the answer was yes I did want to continue.

Stepping out of the shower and drying off I shaved. Then walked in to the bedroom sitting on the bed was Tatem dressed in a pair of jeans and t-shirt she was deep in thought. I asked her what was she thinking about.

She said, "I was just thinking about love. I was wondering if I was in love with you. I'm not sure what love is I have never been in love. I know I feel something I never felt for any one else "

" I know what you mean I was thinking the same thing in the shower" I said.

"And what did you come up with " she asked.

"I know I don't 't want you to leave me that's all I could say for now but you are the only one that's ever made me think about it before "

She said " that's a start. Now get dressed so we can leave."

Reaching into my underwear draw I pulled out a pair of white cotton briefs. Tatem said, "Do you have any other kind of underwear ".

"NO that's all I own "

"Well I take care of that, " She said.

I let that ride thinking well see what she comes up with. After getting dressed we left for Pam and Paul's house. 

We arrived a Paul and Pam's house around five to seven. Pam met us at the door kissing Tatem firmly on the lips. A couple of days ago I would have thought it strange but not after what these two did to each other in collage it wasn't strange any more.

Then Pam looked at me and said, "You owe me stud "

Now her calling me stud that was strange she never called me anything but Mike. A couple of times she called me asshole for keeping Paul out too late or for teasing her about some thing or other.

So I said "What do I owe you for " 

She said "For getting you two together "

"Well after you missed with all those others you had to get it right sooner or later. " I said " 

"Well for you information I set you up with those air heads waiting for Tatem to come back home." was Her response.

At which point Tatem but in "If you two don't stop this bickering I'll go back to California, "

Which caused both Pam and I to burst out laughing .Pam said "Tatem don't get your panties in a knot we always kid like this "

"Yea except when she's pissed at me. Which happens from time to time." I said.

"Like when you keep my husband out late drinking and watching fuck flicks "

Tatem cut in with "Since when don't you like fuck flicks Pam" 

"Oh I like them put when he's drinking he can get it up and he falls a sleep while I'm blowing him. Next time you can get him hard for me" She said looking at me

"Well I guess there won't be a next time " I said in return Which got us all laughing Tatem and Pam didn't laugh as hard as I did.

Paul called to us from out side "If you three are done having a good time with out me the steaks are done "

The three of us when outside to the pool area to sit and eat

Pam said to Paul "We just made an agreement that the next time You and Mike get drunk and watch porn flicks he has to blow you to get you hard for me "

Paul said "Oh sounds like a winner to me Mike " 

"Well Paul there's no more drinking allowed at my house sorry bud "

"no problem Mike, Pam get me a beer "

Pam said "Sorry hon. it only counts if you're at his house " 

"Dam I never get lucky " Paul said.

Tatem put her hand on my lap and said to me "do you guys always talk like this "

" how do you mean " I asked

"Well about you and Paul watching porn movies and you blowing him " 

"No this is the first time that was ever said. Normally Pam is pretty tense around us I never seen her so relaxed"

Pam then asked Tatem to help her with desert and they both left for the kitchen Paul then said to me "I hope you didn't get offended by that little banter before but Pam was in a good mood and I didn't want to spoil it"

"I know what you mean she did seem pretty relaxed tonight "

"yea" Paul said "Her and Tatem are old friends and you and I are old friends and I think Pam was jelouse of our friendship now that you and Tatem are together things should work ok from now on "

I asked him "what makes you think Me and Tatem will work out "

" Well she's all ready living with you which is a first for you and you never took any one on a second date as far as I know so she has to be one of a kind "

"that she is " I said.

We talked for another 5 min then I said "I wonder what's keeping them "

" Paul said "Knowing Pam she's got her tongue down Tatem's throat out in the kitchen " now that statement floored me

"Mike does it bother you to know that there making out" he asked 

" No not really its just that you seem to take it so calmly. "

"Hey bud she married me, Pam says girls are nice, but she needs my hard cock to complete her and I understand what she means "

"You mean you fuck around on her too "

"Look bud we don't fuck around on each other I let her know when I get some and she let me know when she gets some. We don't cheat, we share, ourselves with others "

This put a new light on our friendship I thought I knew Paul like the back of my hand now I wasn't so sure I asked him "How come you never told me about this before now "

"Pam didn't want to you to know she didn't think you could handle it besides we don't tell everyone. Pam's work depends on us being model citizens"

Well that I could understand, about her job that is. Being a lawyer in a big firm does require certain ethics and two days ago I don't know how I would have reacted. My views where definitely changing.

Just then the girls came back out with desert. Tatem sat next to me and put her hand in my lap feeling my cock at the same time.

After desert was over Pam said "Mike did you enjoy your desert as much as yesterdays " 

Which got me thinking. What did I have for desert at the restaurant? Then I remembered we didn't have desert there. I looked at Tatem who was blushing a beet red, I looked at Pam with what must have been a confused look then she said "You know the fudge pie "

In that split second I knew Pam was looking for the shock effect response from me of ether babbling or of denial but what she got was 

"Your right it wasn't as good as that maybe next time you'll serve something more tasty "

She got shock alright she sat there mouth agape and her eyes twice her normal size

Paul burst out laughing saying "he got you babe you have to admit defeat on that one " 

Tatem was totally quiet her hand had stopped stroking my cock And I knew she thought I was upset with her which I wasn't .I leaned back in my seat and looked at Pam waiting for her next move she cleared her throat and said

"I concede victory this time but the battles not over " 

I wanted to leave I had some thinking to do. Standing I said "well that was fun I don't win to many from Pam and on that I think its time to go " 

Tatem stood as well I wish I could tell her I wasn't upset with her but my mind was going in other directions that had to be sorted out before we got home. We said our good byes at the door. Tatem and I got in the car and drove off.

In the car as we drove home I kept trying to understand why my best friend and his wife tried to hide the fact that they had an open marriage from me. I always thought I had an open mind. I couldn't understand it. Tatem was trying to talk to me but I wasn't listening to her, which she interpreted to mean I was upset with her. When we got back to my house, which was only about ten miles from Paul's house, we went in side Tatem when straight to the bathroom I stayed in the living room and sat on the couch. Ten minutes later Tatem came out in nude and sat across from me.

I asked "Can you put on a robe or something "

She asked "Are you that made at me should I pack my things and leave."

"Hell no " I said "I need to talk to you about some things and I can't do it with you looking so lovely "

She smiled and got up left the room coming back moments later in a silk green robe that that made her even more tempting.

She said. "There is this better " 

"No " I said "put you would most likely look sexy in a flour sack" 

Which got a smile out of her "well what do you want to talk about " she asked 

"I was wondering why my best friend someone who I've been friends with since we where in the first grade can't confided in me that he and his wife were swingers or at lest they had a open marriage did you know that"

She looked at me and said "Yes I knew, and I know why they didn't tell you. It was because you seemed so straight that you might stop being there friend if you knew about it. Pam likes you allot did you know that." 

"No 'I said, "She never seemed to care for me." 

"Well she does a lot she really wants to fuck you but she doesn't want to loose you as a friend "

"Well she never showed it " 

"Oh yes she has if she didn't like you she'd ignored you as if you didn't existed, she can be very hard on someone she doesn't like."

"Why would they think I was so closed minded "

She said "Pam told me of a time when you and Paul were watching some porn movies and he took out his cock and started beating off. Do you remember?"

"Yea " I said " I got him a towel and said tell me when your done and left the room "

"Well why didn't you stay in the room with him and watch the movie."

" Thought it better to let him have some privacy " I told her 

"Well that says you didn't want anything to do with it and you didn't want to be around him while he did it."

"You mean he wanted me to be in the same room with while beat his own meat " I asked 

"No he wanted you to do it for him "

I was shocked by her answer " You mean to tell me they think I'm gay"

"No sweetheart they know you like girls. But sometimes friends help each other get off baby it's just being friendly"

I was completely confused at this point and it must have shown on my face, because Tatem then said 

"Mike have you ever touched someone else's cock."

" No I never even saw one except when he pulled his out that one time and in movies of cause" 

"You poor dear sweet man this is all new to you isn't it " she asked.

"Oh yea " I said "Then why are they telling me now about their lifestyle." 

"Well after I told Pam about what we did together they thought you would be more open to sexual relation with them "

"You mean Pam wants me and Paul wants you " 

"Well Paul wants me but so does Pam and I want her are you ok with that "

" yea " I said "I don't mind it" 

She had that twinkle in her eye again "do you think you want Paul "

"What do you mean do I want Paul " I asked I was pretty sure what was come but I had to ask.

"Would you like to have sex with Paul "

"I'm sure I love Paul, I would do any thing for him. That I'm sure of but to have sex with him that's a different story" 

Now Tatem looked upset "Why is it different you love him you would do any thing for him why not make him feel good, let him know that you love him "

"Well that's something I'm going to have to think about" 

"Here's something else you need to think about. I love sex, I can't be monogamous it's not in my nature I'm sorry but that just the way it is " 

"Well I knew that was coming you are too wild, too much like a wild horse one can get a ride put you could never be fence in."

"Well I have never heard anyone describe me like that but your right if you don't let me have some freedom I'll bolt."

Then she walked over to me sat on my lap put her arms around my shoulders and said "sweetheart you can ride me anytime " and then neighed like a horse. We both laughed our heads off 

After we both stopped laughing she asked, "sweetheart tomorrow's a holiday do you have to work."

"No" I said "I have to go in on Tuesday to check out the network Paul and I installed and if it's working ok then we have three weeks till our next job." 

"Great we can play tonight."

"How so " I asked.

"You'll see sweet cheeks now lets get you out of these cloths and into bed " 

"Sounds like a plan to me."

We got up off the couch went to bedroom stripping as we went. She didn't have much to strip off. Tatem Went over to her toy boxes and got a few things out as I laid down 

"What are you getting I asked

"Do you trust me Love'"

"Yes" I said and I meant it. 

"Good then put your hands above your head"

Which I did. Using some fur lined hand cuff she secured my hands to the head board then taking a blindfold covered my eyes Then asked " Are you ok with this " 

"Yes Its scary put exciting" 

"I can tell your excited " She said as she grabbed my cock." Your cock is so hard " 

After she let go of me I felt a shifting of the bed then I felt her pussy touch my mouth. I reached up with my tongue and scooped up some of her sweet nectar she tasted so good that sweet juice 

"Come on suck my clit I want to cum and you owe me one "

I felt for her clit with my tongue finding it I griped it with my lips and flicked it with my tongue.

"Suck it, suck it like a dick"

It was big but not that big clasping it with my teeth I sucked hard

"Ahh yes suck it make me cum. YEEEEE yes yes suck it hard I'm almost there"

Working harder on her bud biting it slightly she came drenching my face 

"don't stop I feel another cum coming keep going oh yes suck it " 

She screamed rocking her hips as if trying to fuck my face I never let up my attack on her clit sucking it steadily flicking it with my tongue and nipping it with my teeth

" ahyeeee here it comes again I'm cummmmming " 

And cum she did. Her cum pouring out of her drenching my face neck and chest I continued to suck till she pulled her pussy from my mouth saying

"enough I can't take much more"

She moved down my body she started licking up her cum from my face and neck When she was sure she got it all she moved to my chest and stared playing with my nipples first licking them then sucking them making them stand up then moving over to the other one and doing the same, god it felt good, then biting down on it I felt a jolt straight to my cock how I didn't cum I don't know she said




The Changing of the Prude



"Do you like that sweet cheeks "

"God yes do it some more '" 

And I Felt her bite down on the other one 

" Yeehe" I cried. 

She sat up and I could feel her ass cheeks by my cock I tried to get some friction between her cheeks and my cock but she would have none of that 

"Oh no dear boy when you cum it will be in my pussy so you can suck it all out, but first were going to have some more fun "

"how's that" I asked 

"Well I want to play with that asshole of yours won't that be fun lover boy." 

"Ah are you sure about that."

"Well I want to play with it and I think you'll love it if you don't like it we'll stop ok sweetheart."

" What are you going to do?" I asked 

Not sure about this whole thing but what choice did I have it wasn't like I could stop her and I don't think I would if I could. I felt her get off the bed and I heard her rummaging around in her toy boxes 

Then she said "These should do for now."

"These as in plural." I asked. 

` "Fear not I'll only use one at a time lover boy."

Then I felt her move back on the bed then I felt her hand on my cock

"Don't handle that to much "I said "I may shoot off " 

Then I felt some thing wrap around the base of my shaft and pull tight

"That should take care of that sugar." she said

"What's that?" I asked 

"It's a cock ring its meant to make you last longer. We don't want you shooting too soon do we."

"No we don't." I said

"Do you like eating cum baby." I didn't answer " Do you lover"

"Yes " I finally answered.

"That's the first time you actually said it. I wonder what Paul's will tasted like?"

"Is there a different in taste Tate?" 

"Oh yes there is I think it depends on what they eat or drink some are sweet like yours others are bitter and salty but I like them all " She said "Well back to playing I think you cooled down enough I'm going to release you I want you to roll over on you belly ok."

As she released the cuffs I knew it was my chance to stop this but I rolled over and put my hands back up to be restrained again.

"Well you like being restrained don't you." 

"Yes" Was all I could say.

I could tell my face was red by the heat of my cheeks. "That's ok lover I love having you this way." 

"Why" I asked her?

"Because I'm very dominant and I need a submissive but only in the bedroom anywhere else we are equals. Now lift up so I can get these pillows under you." 

I did as she asked then settled back down I felt her hand starting to caress my ass then I felt something cool being rubbed on the cheeks 

"Ahh" I said

"You know you really have a cute butt" 

Then I felt her spreading the cheeks apart then I felt something warm and wet on my ass hole it must have been her tongue. 

"Ohh that's nice."I said then I felt it attack my hole, my reaction was to clamp it shut

"oh baby relax let my tongue in honey"

Forcing my self to relax To could feel it penetrate, god it felt good 

"mmmm that feels good Tate " 

I felt her tongue saw back and forth jamming in my hole I started to wonder what a cock would feel like I said to no one in particular

"dam I hope that cock ring works "

As i started to push my ass back to get more of that tongue. God what a wonderful feeling. Then I felt her pull away

" No don't stop please." I said.

"Don't worry there lover I'm not finished yet now comes something bigger"

Then I felt something cool and greasy at my opening." What's that?" I asked, 

"It's the smallest dildo I have Love and I slicked it up with some stuff called Wet. Now just relax while I get this lovely thing in your ass "

I felt it start to penetrate and I willed my self to relax as it wedged my asshole open then the pain started it kept stretching me wider till I felt kind of a pop

"there the head is in sweet cheeks " Tatem said

"how big it that thing? " I asked her 

"its only about a halve inch wide why?"

"It feels a lot wider than that "

"Don't worry you'll get use to it." 

"That's what I'm afraid of. I may never get it closed again "

She started to giggle " Don't worry I got some thing to plug it with."

"That's the other thing I'm worried about." she giggled again "ok I'm going to start moving it now so relax and get in to it " 

"Ok just go slow " 

Well the pain had stop while we talked then I felt it starting to move in a little bit then out then in and out each inward thrust it would go in a little more than back till it was almost out then back in it went. It really started to feel good but it was going in a long way. 

"I hope you don't damage any thing back there?" I said 

" Not to worry I've done this before and haven't hurt any one yet. Ok I'm going to pick up the pace now." 

I started to feel it moving in and out a lot faster "mmmm that's nice. It feels real good" 

"Should I go A little bigger sweetie " She asked

"Bigger ah well ok if you think I'm ready"

"Oh sweetie the way you pumping back to meet this one you are definitely ready." 

I felt her move on the bed then I felt some thing on my lips then she said "Here lick this for a little bit"

I stuck out my tongue and took a lick it was smooth and rounded and then I felt her start to push it in to my mouth I guess I trusted her I just open my mouth and let it come in. Now with my lips wrapped around it I could tell it was probably the next dildo to go up my ass it had a nice smooth texture to it and it went in to my mouth smoothly then she started working it in and out I took it deeper on each stroke till it hit the back of my throat which caused me to gag till I pulled back

"There there sweetie not so much the first time your not ready to deep throat it yet."

Yet what does she mean yet I don't think I'll ever be ready to deep throat one. Maybe suck one in my mouth never in the throat. What the hell was I thinking two hours ago I wasn't even thinking about sucking a dildo now here I was laying on my stomach dildo up ass hand cuffed to my bed and loving it. Where did my life change lanes? Then I remembered it was the night I meet wonderful Tatem.

" Are you ok Mike you seemed lost in thought?"

" I was I was thinking how ridiculous I must look. And I'm glad no one can see me "

"Oh Mike you don't look ridiculous to me you look amazingly hot." 

"How can you say that? Here I am hand cuffed to my bed blindfolded, a dildo up my ass and sucking on the next one to be but up my ass" 

" Dear sweet Mike to me you hot and sexy it's taking all my will power not to flip you over and fuck you blinded "

"really" I said 

"Of cause dear what woman would do this to a man if she didn't enjoy it"

She had a point there I wasn't forcing her to do this to me if any thing I was being forced, but that's not was true either I could get her to stop just by asking. 

"Are you ready for the next one Love." 

"Yes " I said knowing that this one was bigger but it fit easily into my mouth so it should fit in my ass.

"Ok I'm pulling the small one out " she said.

As she slowly pulled it out I had this sense of emptiness as if some thing was missing. 

"Ok Love in goes the next one relax now."

I felt the tip of it touch the rim of my asshole starting to spread it I felt my hole getting wider and wider and wider then the pain was starting to come back not as bad as before more like a ache then the head was in and only pleaser was there

"mmm that's good " I said 

"I know what you mean Love I love something hard and fat in my ass "

Then I could feel her start to pump in and out. It felt so good her fucking me with that dildo I started to push back on her in stroke fucking myself on that dildo I new right then that someday I would have a real cock up my ass this was to good to pass up I heard Tatem say

"That's it baby fuck that cock ram it up your ass make me proud of you "

We fucked my ass like this for a few minutes then she said "Love this is too much I got to have your cock in me put there's one more thing I want to try up your ass."

"What's that Hon? " I asked 

"It's called a butt plug that we can leave in there "

"What ever you think is best."

I felt that marvelous tool start moving out of my ass when it was gone I felt that empty feeling again Then the butt plug started in and it felt like a ball going in at first it got bigger then smaller then a lot bigger then small then a lot bigger then I felt the rim of my hole close shut almost like my asshole swallowed it up

"Are you sure we can get that out again, Hon " then I heard her giggle

"Not to worry there's a base that stay on the outside Love " 

I felt her moving off the bed Then one hand was released then the other. My arms felt like dead weight I could barely move them 

"Turn over Love so I could get that cock in my pussy"

I raised up so she could get the pillows out and then flip over glad to off my knees I raised my arm to the head board but she said 

"No not this time I want you to play with my tits while we fuck, but leave the blind fold on " 

I felt the bed move again then I felt her legs on both sides of me. Then I felt the mouth of her pussy surround the tip of my cock then she plunged her pussy to the base of my cock in one move. I felt her body shake, tremble and the unmistakable feel of her juice soaking my balls then her body falling on my chest limp

"god it's so good to cum "she said "does that prove I was excited about the way you looked sweet cheeks I came just by having your cock in me " 

"I guess you were excited to have me like that but I would like to cum now please." 

"Your turns next sweetheart"

She then started to move her pussy up and down on my cock working her pussy like a milking machine. Thank god for the cock ring she put on because I would have never lasted this long with out it. I reached up and took a hold of her tit massaging them and squeezing her nipples I was pumping my cock into her like engine piston She started screaming and panting that she was almost there I new I was but just couldn't get off then I felt her hand reach between her legs and she tore off he cock ring and I came and came blasting my cum into her. And she came to flooding my balls with her cum I could feel her cum running down passed my balls down to the crack of my ass to where the butt plug was. I still kept cumming in her. I cum so much and so hard my balls started to hurt I must have pumped a quart or better into her. Then she pulled the blind fold from my eyes the light hurt my eyes the first thing I saw was her smiling face looking down at me 

"God that was good was it good for you too " she asked.

I told her "it was the best cum I ever had "

" are you hungry Love " 

"famished" I said. 

"Good because you pumped one hell of a load in me I didn't think you where ever going to stop cumming "

" me either my balls still hurt from cumming so hard." 

" Poor baby" she said "I'll have kiss them and make them better "

" that would be nice" I told her 

She put her hand down between her legs then clamped her pussy lips closed around my cock. So as not to lose any more of our combined cum and then slowly pulled off my halve erect cock and walked up to my face on her knees. Placing her pussy over my mouth I put my hands on her hips she said "dinner time " I open my mouth wide as she pulled her hand away from her pussy. As she sat on my mouth. Our cum poured out of her into my mouth I had to swallow or drown. I kept swallowing and it kept coming that silky smooth cream that we are all made of. My nose was rubbing her clit and I could hear her panting so I reached up to grabbed her tits and pinched her nipples hard causing her to clamp down on her pussy muscles and push more of that delicious cream in to my mouth. Finally she pulled her luscious pussy from my mouth lying down next to me and started cleaning my face with her tongue. When she was done we kissed cuddled together and fell asleep. 

I awoke the next morning around noon. Thank god it was a holiday I couldn't even think about going to work even if it was for only a couple hours. My legs ached my arms hurt and my asshole felt sore and swollen then I remembered I still had the butt plug in. I got up to go to the bathroom figuring it would be best to take it out in there. Sitting on the toilet I reached between my legs and felt for the plug Pulling it hurt coming out only for a second then it popped right out I placed it in the sink to be washed later then relived my self and got in the shower. Getting out I dried off washed the butt plug then washed my hand again and went to fine Tatem. Looking in the kitchen I found she made coffee and left a note it read

" dear darling lover. I needed a few things from the store and you need new underwear. I hope you don't mind I took your mustang. Love TE."

I made my self some coffee went in the living room to watch some TV. Found nothing good on. So I went looking for a tape to watch I know mine all by heart so I looked at Tatem's I found one I don't think I ever saw before popped in the VCR. It started with a guy banging this chic he had a really nice cock big too and he's giving it to her real good.In walks this other guy and he wants to join in they say ok and he whips out his big prick and puts it in to her mouth you could see she's having a problem with it being so big and all The guy fucking her says come baby you can do better than that she says 

"Here you do it "

And puts it up to his mouth and he starts to suck it. He does pretty good job of it. I'm sure he's deep throating it. This goes on for a while and then the guy getting sucked off goes behind the guy fucking the chic and starts to put it in his ass The camera got a good shot of this it showed the dick going right in the other guys ass. The rest of the movie is about the three-way fuck. The end was when the guy fucking the other guy's ass pulls out and cums all over the guy fucking the chic and he pulls out cums on the chic. I must have been beating my meat because I cum all over myself. Then behind me I hear 

"Hey Mike "

I jump and turn there's Tatem standing with a big smile on her face.

Then she said "You must have really like that movie I said hi three time the first two you didn't even hear " 

"I was just amazed he was getting that big dick up the other guys ass." 

"You where so amazed you came all over yourself " she pointed out 

"Well Ahh yea I guess so " I said embarrassingly.

She notice my embarrassment saying 

" Oh don't be embarrased that was a hot movie I play with myself when I watch it to"

Looking down at my chest and stomach I said "I need to go wash this off"

"Oh let me do that." she said and came over to me and licked me clean.

Looking at me she swallowed it all saying. "You got it all last night this load was mine." 

She wrapped her arms around me an and kissed me while she was feeling up my ass and said 

"I see you took out your butt plug " 

I told her I had too it itched. I also told her I washed and put it back in her trunk 

"Oh I talked to Pam earlier just to tell her you wasn't mad about me tell her about you know. And she asked if we wanted to come over for a swim later and dinner. I told her I'd let her know." 

"Was this before or after you told her about fucking me with a dildo?" I said with a smile to let her know I knew she told and I didn't care. 

"It was after I told her. Your not mad are you?" 

"No I like going in knowing what she knows." 

"Well she heard all about last night." 

"Well I guess there be no surprises today " 

" no surprises " she said. "So I can tell her we'll come " 

"Yea Its been along time since I've gone swimming I hope I can find my suit?" 

"Ah sweetheart no suits allowed."

"Oh ah Ok" I said. How did I know that was coming? 

"I guess that's why I never been invited to swim there." 

"Don't take it personally Love."

" I don't " I really didn't, I understood knowing how things were before. 

Tatem picked up the bags she came home with then went off to the bedroom saying "I got to get out of these cloths come on with me" 

I followed her as she strip off her cloths then she tossed a bag to me saying "here try these on and see if they fit" 

In the bag I found eight pairs of silk or satin boxers and eight pair of what I thought where satin panties handing them back to her I said 

"these must be yours" 

"No there yours try them on" 

"Honey these are panties" 

"NO silly there men's briefs see the man on the tag"

Looking again at them I could see the guy on the tag but I still had my doubts. Looking at them trying decide on which one to try on she said 

"You ma want to take a shower first in case I missed anything down there." 

Knowing she was right about that in case they didn't fit I started for the bathroom then she said

"Sweetheart can I ask you one favor"

"What's that Tat."

"Well do you like my hairless pussy?"

" Yes I like it a lot I like the smooth feel the way the hair doesn't get in the way when I lick you down there. Oh I get it you want me to shave too?"

"You don't mine do you the hair gets in the way of me get all that delicious cum and it get in my mouth and throat"

" No I could do that I never liked it any way. It always itched " 

She jumped up off the bed threw her arms around me and said 

"Thank you thank you But instead of shaving I have this stuff that works a lot better. You just rub it on wait about ten minutes and rinse it off "

"Ok give it to me " I said 

"Here I'll put it on you" She reached in to a bag and pulled out a bottle. Turned towered the bathroom and said 

"This way sir"

In the bathroom she turned to me poured some of the stuff in her hand and started massaging it in my crotch getting all the hairy areas between my legs then she had me turn a rounded and rubbed it on my butt and between the cheeks. When she was done with me she then applied it to her own pubic area and then down her legs and then handing me the bottle said 

"Do my butt and the crack but be careful around my asshole"

I did as she asked Then standing I washed my hands so I didn't get it anywhere I didn't want it

"It may burn a little then it will start to itch' when you can't stand it any more it's time to wash it off'" she informed me

Well the burning had started but not to bad about five minutes later the itching started. About 15 minutes in to it was about all I could stand I said that's it for me she said she had it too and we jumped in the shower. After washing the stuff off she turned off the shower and got down on her knees to

"inspected my handy work" as she put it 

She took my cock into her mouth ran it in and out of her mouth a couple of times then licking my balls a while and feeling between my legs. She then turned me around to check my ass ran her hand over the cheeks then spread the cheeks apart and ran her tongue up and down the crack. Then she rimed my asshole a few times. She certified me prime grade A meat ready for Human consumption and hairless as the day I born. 

Then I checked her over running My tongue up one leg then the other over her pussy mound then over each cheek and between her cheeks to her asshole where I spent some time just to make sure. Then we dried each other off then went back to the bedroom. She then got out a pair of the men's briefs and pulled them up my legs then fit them around my package. 

"Well what do you think?" she asked as she rubbed my cock with her hand 

"They still look like panties to me" I said.

She gave me a slap on the arm in play and said "They look yummy on you but if you want panties I'll get them for you?" 

"Ah not thanks this is as close as I want to get to them except if there on you that is." 

"There you go thinking with you dick again." 

"It does my best thinking at times." Looking over at the clock she said, 




The Changing of the Prude



"Lets get going while their still sum sun." Slipping on shorts and tees we left 

Arriving at Paul and Pam's I started to feel a little apprehensive I pretty sure we where going to have sex in there I wasn't sure if I wanted to have it with Paul, Tatem noticing my apprehension said 

"Mike you don't have to do any thing you don't want to ok " I just nodded my head I took a deep breath and walked to the house.

The door was answered by Pam wearing a silk rob that went halve way down her thigh. This was the first time I saw her as a sexual partner and she looked dam good too she had long slender legs nicely tanned. Good size breasts. She Kissed Tatem on the mouth and this time I could see her tongue going in to Tatem's mouth. Then she came over to me putting her hands around my head she pulled me close put her lips on mine. Thinking it was a friendly gesture I went to pull back put she held my head firm my lips to hers as she pushed her tongue into my mouth. Which surprised me at first then I figured what the hell and kissed her back putting every thing I had into it. Our tongues battled for supremacy pulling away to catch our breaths Pam said

"damm I wanted to that for a long time."

"What stopped you "I said.

"You and your prudish ways."

I let that remark go I didn't want to start an argument on weather I was a prude or not. Then Pam said

"You guys can change in the spare bedroom there are robes on the bed I'll see you out by the pool."

I looked to Tatem and said "Change how are we suppose to change we didn't bring any suits "

Which got me a slap on the arm from Pam and a push toward the bed room from Tat. Both girls giggling. In the bedroom we stripped down put on the robes and went out side. Paul was by the bar I walked over to him He asked 

"what can I get you bud" 

"A beer will do fine." 

Getting the beer Paul asked "Are you ok with this, bud "

"Yea " I said "It just takes some getting use to"

" What's that Mike"

"Well sitting here by your bar drinking beer wearing nothing but our birthday suits and this robe" 

"Well the robes are for your benefit normally we don't were anything"

Then I asked " aren't you worried that some one will see?" 

"Mike see that fence its board on board and its 10 feet tall I own five acres that the house sits on and all the other house around here are only one story high. Who's going to see any thing and if they do so what" 

"You got a point there" 

"Now just relax and enjoy yourself the girls seem to be," Mike said as he pointed to the girl making out on one of the lounge chairs.

"They aren't wasting any time." I said 

"You got that right, Pam's been looking forward to this since Tatem said she was moving back" 

We watched them for a while I could see Pam hand was on Tatem's breast and Tatem's hand was between Pam's legs Tatem must have been doing a good job on Pam because in the next instant Pam pulled her mouth away from Tatem's and moaned loud to which Paul said 

"That's one for Pam"

Paul's robe was open now and my cock was sticking out from between my robe from watching the girls in action so I let my robe fall open too, figuring there was nothing to hide now, 

Pam then call "Paul sweetheart can you get us some wine" 

Paul got two wine glasses out filled them and we carried them over to the girls handing the glass to Tatem I planted a kiss on her lips Then Pam said

"To old friends and future lovers." then She said "Why don't we take off these robes and enjoy what's left of the sun"

We all agreed and took off our robes. Pam said, 

"Mike darling you're as white as a ghost you better put on some sun screen "

Then I notice the three of them were all over tanned. Pam jump up and grabbed a bottle of lotion and started applying it to my chest and said 

"Here Paul do his back." Paul looked at me and said

"Ok with you Mike." 

"Well someone has to do it I can't reach it by myself "

As I said this Pam while applying the lotion to my chest leaned in and kissed me on the lips nothing serious more like a friendly gesture, pulling back her lips said thank you. Then she started to work the lotion more in to my chest to which Tatem said, 

"Be careful he has real sensitive nipples. 

"Oh yea"

Pam said as she started pinching first on then the other after doing this she worked down to my stomach then my legs mean while Paul was still working on my back I new he was waiting to see how I reacted so I said 

"Paul my back is done you better put some on my butt I don't need a burnt ass. I have to sit on it " 

I looked over to Tatem and she was smiling at me then when she new I was looking at her she blew me a kiss. Pam was done with my legs then started on my balls and said 

"MMMM hairless to yummy." 

"That was my Idea." Tatem said 

"And a good one at that" Pam said back as she put my cock in her mouth and started sucking on the head still working the lotion over my balls. 

Then I felt what I was sure was a tongue in my ass crack I tensed up to which Paul said 

"Sorry Mike I got carried away" 

" No Buddy it just surprised me that's all but it did feel real good" 

"So I can continue?"

"Please do in fact I'll beg you if you want me too."

"That's not necessary bud"

Paul then went back to licking my crack as I looked down at Pam she Had a mouthful of my cock but I think she was smiling she then started working her mouth harder on my cock taking it in deeper with every down stroke. I looked over at Tatem and she had one hand on her right breast pinching her nipple and one hand between her spread legs finger-fucking herself staring at the three of us. Pam was sucking like a pro going all the way to the base of my cock. I could feel her throat muscles working on the shaft. She kept pumping her head back and forth as I looked down at her she would look up at me with those beautiful eyes of her's. 

I could feel Paul's tongue moving up and down my crack getting closer to my hole so I spread my legs open some to let him know he could go deeper. I looked down at Pam and said 

"If you two keep this up you going to get a mouth full of cum." 

Which made her suck all the more harder. I new I couldn't last much longer then Paul's tongue touch my asshole and I almost lost it. I looked at Tatem and said

"They make a hell of a tag team" 

Then Paul pushed his tongue up my asshole and I lost it. I started pumping squirt after squirt into Pam's hungry mouth. She pulled back till just the head was in and pumped the rest of my load with her fist. Paul's tongue was still dancing in my hole. As I groaned out my orgasm Tatem screamed that She was cumming to. After I stopped cumming Pam pulled my spent cock from her mouth. Paul pulled is tongue from my asshole and they moved to each other and kissed I new they where sharing my load. 

Then they stood up and Pam moved to Tatem and I saw them kiss I felt a hand on my shoulder I turned to see Paul standing next to me. He pulled my head to him and put his lips to mine and that's the first time I kissed another man. I felt his tongue touch my lips so I open my mouth and felt his tongue enter my mouth then I felt him push some of my cum in my mouth. At the same time I put my hand on his chest and slide it down to his groin and grabbed the first cock I ever touched besides my own. 

It was hard, real hard and it felt big in my hand. I pumped it back and forth while we kissed moving cum between our mouths finally I pull away from his kiss and said. 

"I would like to do some thing with that but I have to sit down my legs are killing me" He leaded me over to the lounge chair that Tatem and Pam where sitting in and sat me down. Tatem leaned over and kissed me on the mouth I open my mouth to receive her tongue and she feed me some cum as well. Then Pam did the same. I looked at Pam after we kissed and said,

"That must have been one hell of a load?" 

"Tell me about it I swallowed halve of it to keep from losing it."

Paul brought him and me a beer and the girl's wine. I swallowed halve my beer in one gulp. He sat down next to me. 

I put my hand on his thigh. I wanted to feel his cock again as I put my hand on his cock I heard him hiss though his teeth I knew he could go off any second. I got down on my knees keeping my hand on his cock I could see his precum had covered his cock, as I pumped it more was coming out. I licked some up with my tongue for a tasted. There wasn't much of a taste a little salty that was about it. I licked around the head and up and down the sides I took his balls in my other hand and rolled them around. I placed my lips around the head and sucked on it. I heard Paul suck in his breath and groaned. I felt his cock pulsate and throb I knew he was close so I pushed my lips down his shaft working my tongue on the under side as I sucked more of his meat in to my mouth going down as far as I dare I pulled back sucking as hard as I could till I just had the head left in my mouth .I heard him say 

"god that's good "

I pushed my lips dawn again taking more in this time and then sucked my way back to the top. I started a rhythm of sucking on the up stroke and releasing the suction on the down stroke taking more on each stroke till it hit the back of my throat. I could feel his cock really start to throb now and get bigger as I went I could hear him saying things like 

"Oh suck it bud suck my cock " then I heard "I'm almost there bud I'm about to cum if you want to pull off"

I was having non of that I wanted to see this to the end so I plunged down on his cock again I heard Him groin and I felt his cock vibrate. I wanted to get in my throat before he came so I relaxed my throat and pushed farther down on it till it popped in my throat tears welled up in my eyes but I wanted to get him all in my mouth. So I pushed a little more and I felt his pubic skin on my lips and he gave a loud groin and came pumping a squirt straight to my stomach. I pulled back till just the head was in my mouth and used my hand to finished him off. He pumped load after load in to my mouth. I had to swallow some of it to make room for more. Finally Paul stopped cumming and his dick started to soften I pulled my lips off his dick trying to keep as much in my mouth as possible. I sat back on my knees and swallowed what was in my mouth. Pam said

"Aren't you going to share that with the rest of us?" 

"No" I said "its the first load of cum my best friend ever gave me and I'm keeping it. And it was good too." 

Which gave everyone a laugh. Then Pam said "Ok you can keep that one but any others you have to share." then she said, "is everyone hungry?" 

Rubbing my belly I said, "Not me I'm full" which got another laugh. 

Pam got up to get dinner going and Tatem came over to me wrapped her arms round my neck and whispered in my ear 

"That was so hot knowing it was you first time and you took it all in with out gagging I'm so proud of you."

I got up off my knees they where hurting from the concrete patio I looked at Paul he ginned at me and said, 

"That wasn't your first time was it" 

" yea it was. Did I do ok?" 

"Hey buddy if that was your first time you're a natural because you drained me dry you got it all "

I never felt so good about any thing in my whole life. Trying to brush it off I said.

" The least you can do is yet me some thing to drink."

" One beer coming up " he said. 

We went over to the bar got me another beer and one for himself sat down on the stool next to me then reached over and started rubbing my cock and said

"I've wanted it to be this way for along time. I hope you ok with this?"

I leaned over and kissed him on the lips pushing my tongue into his mouth we kissed each other till we heard behind us 

"Boy just get him started and he doesn't know when to quite." Pam said with a smirk on her face.

To which I said "Just making up for lost time." 

" Well get your lips off my husband and let's eat."

We sat down to just salad and bread sticks, which was just fine with me I wasn't hungry any way. After we ate Pam said 

"Mike since you drained my husband dry its up to you to help me make desert" 

"Sure I'll help " I said.

She grabbed my hand got me up, walked me over to the bar bent over one of the stools and said "time to get started" 

I looked at her and said "What are we having?" 

"Fudge pie silly"

Turning back to the table I saw Tatem had move over to sit on Paul's lap they both grinned at me telling me to go ahead so I got down on my knees but my face to her lovely ass. She did have a fine ass. Stuck my tongue and started licking her crack. Her ass tasted almost like honey. I pushed my face in more and my tongue stated to lick her cute puckered hole. 

"He's greasing the pan.'" I heard her say to no one.

Her hole open up to me as my tongue sliding in with ease. Pushing my tongue in and out I put my hand to her cunt and slide two fingers in to her. She must have like that because she started to push her ass back into my face. After I got three fingers pumping in and out of her pussy and got her ass nice and wet she said, 

"That pans greased up enough let's get cooking." 

I pulled my hand out of her cunt and my tongue out of her ass. I stood up rubbed her cream on my cock positioned it at her rose bud asshole and started to ease it in. She was having none of that. She pushed back on my cock and took the whole thing in one swoop

"dam " I said 

"shut up and started pumping" she said 

"Yes Ma'ma " I said and started pumping it to her as she was pumping it back to me I reached around her hips and started didling her clit which got her motor running even more. She started grunting and moaning telling me to do it harder and faster, She screamed she was cumming and her ass muscles clamped down on my cock pulling my cum from me. She kept working her ass muscles getting all from me she could till I started to go soft. She said,

"Pull out real slow so we don't lose to much "

After I pulled out she said, "Since you made it you can dish it out. Don't be a hog this time. Give every one some."

I got back down on my knees spread her cheeks apart. I could see my cum starting to come out. So I scooped up what was there with my tongue Then she forced out some more I got that into my mouth I pulled away from her and looked to my left and saw Tatem kneeing there. I pushed my mouth to her as she open hers and I pushed all I could in to her mouth. She took what I gave her and stood up as I went back for more. Mre cum had leaked out of Pam's ass so I scooped up that in to my mouth and pushed my tongue into her hole for more. When I got all I could get with my tongue I pulled back to find Paul there to receive the next load. I pushed it in to his mouth. I asked Pam 

"Did you get any" She said 

"I got some from Tatem and Paul is giving some the rest is all yours."

I looked back at her asshole and didn't see any so I put my mouth to her asshole and sucked out what I could I swallowed it then licked her asshole clean.

"Dam he cleans the pans too." Pam said which got a laugh from everyone including me 

After all the real dishes were put a way I need to wash up so I jumped in to the pool and Tatem followed right behind me we swam to the far end of the pool. She wrapped her legs around my waist and her arms around my shoulders and asked me

"Are you having fun"

"Oh yea put are you, I've been on everything that's been happening, but you haven't been doing much "

"Oh don't worry about me Paul was fucking me while you where making desert. He didn't cum but he got me off real good. And Pam finger-fucked me while you where blowing Paul off" 

"Well if Paul fucked you why didn't he cum" 

"He said you kind of drained him and he wanted to save what he had for later " 

I pushed one of my fingers against Tatem's bung hole and she melted in to me and started rocking, when we heard from Pam 

"No fare if he cums in you it will all wash out by the time you get out of the pool." 

Which made us both laugh because I wasn't even hard yet so I said to Tatem "she just a cum slut isn't she?" 

"Aren't we all my cum sucking lover?"

"Yea I guess we are at that." 

I looked over at the other end of the pool and saw Pam and Paul sitting with there legs daggling in the water and I said to Tatem

"don't those two look yummy" 

"Yea I'll race you back"

Tatem beat me back and said

"I win" 

Pam said "what do you win?"

"I get to direct what happens next."

"Ok I'm game what do we do" 

You could almost see the gears turning in her head and I knew I was going to play a key roll in her plan.

"First Pam you lay down on that lounge chair" Pam got up and did as she was told.

"Mike you go over there and started eating her pussy."

Which I was only too happy to do. I went over to Pam and had her slide down so her ass was hanging over the edge I put her legs on my shoulders and started to lick out her cunt running my tongue all over her lips and flicking her clit. Then I felt someone's head under my ass and they started to lick up my ass crack I looked up between Pam's breasts and saw Tatem easing her pussy down on Pam's mouth. So I knew Paul was licking my ass. I clamped my lips to Pam's clit and Paul started to push his tongue up my ass I relaxes enough to let him penetrate my hole. I sucked on Pam clit and worked a finger into her cunt and stroked it back and forth then I put two fingers in as I continued working on her clit I could feel her legs start to vibrate. I looked up again at Tatem who had a look of shear bliss on her face as Pam worked on her pussy. Paul's tongue was working my hole for al he was worth I took my two fingers out of Pam's cunt and stuck my tongue in as far as it would go and then stuck my two fingers up her ass and she came on my tongue as she squeezed my head with her legs. After Pam released my head I heard Tatem.

"Mike" I looked at her and she said "but your cock in her pussy" 

I stood up pushing her legs back to her chest and pushed my cock all the way up her cunt. Then Tatem said, 

"Stop there don't move" 

I froze in place I could feel Pam's pussy squeezing my cock and I thought if she did that long enough I could get off. But Tatem wasn't done yet she said 

"Paul put your cock in Mike" 

"You mean his ass" he asked and I said

"Yea in my ass where else can it go " 

"Well if your sure about it"

I wasn't all that sure put I knew I wanted to try it.

"Just take it slow at first. Your bigger that any thing Tatem's tried on me."

I could feel his finger at my hole and they felt slick he said "I'm using some sunscreen to lube you"

"Good just make it fast the way you wife's pussy is working my cock I may not last long" 

Then Pam stopped working my cock and I felt Paul's cock at my hole and he started to push it in slowly Dam I was right he was bigger then any thing Tatem had used. I willed my self to relax which is hard to do when someone is trying to shove a baseball bat up your ass. I finally felt the head was in Paul said 

"Are you ok buddy?" 

"Yea just give me a second to get use to it"

"If it's to painful I could pull out"

"Don't you dare. Its not all that painful its your so big and I need to stretch out a little that's all" the after a second I said "Ok push it in a little more Ahh, yea that's it now more mmmmm and more ahhhh more ahh"

I looked at Tatem and said I think were ready she said 

"Well start fucking and the first one to cum, not counting what's all ready happen has to clean every one else out." 

Well as tempting as it sounded to be first I wanted to last as long as possible, but all ready knowing what Pam could do with her pussy and the added bonus of Paul's cock working my ass I'm not sure I stood much of a chance of lasting very long at all. So I started pumping my cock in and out of Pam's cunt then I notice that every time I pushed back Paul's cock would slide in and he would go when I pushed in to Pam so I guess I was the pivot man. I started pumping as hard as I could. I would squeeze with my ass hole every time Paul's cock would pullout and release the pressure when he came into me something like what Pam was doing to me. I could hear Paul saying




The Changing of the Prude



"Dam Mike your ass is so hot come on buddy fuck your ass on my dick" 

Hearing Paul saying these things let me know I was doing a first class job. Pam's Pussy was really grabbing my cock so I knew she wasn't far off and I could feel Paul's cock starting to throb. So I started to pump my cock into Pam even fast causing Paul's cock to pump in to me faster. I heard Paul say 

"Fucking dam his ass is sucking my cum out" 

Then I felt his cock grow inside me and jump releasing his cum into me. His cumming triggered my as well every time he would squirt a load into me I would squirt one into Pam. Which trigged Pam's orgasm then Tatem followed right behind, Paul collapsed onto me and I braced myself to keep from crushing Pam and Tatem fell forward on to my shoulder whispering in my ear

" I love you baby" and I said 

"I love you too" 

Paul the said "I love you too"

We all Heard Pam from between Tatem's legs" I love you all too but can you all get off of me" 

Tatem removed her pussy from her face and Paul started to pull his cock from my ass as I squeezed down on it with my hole to keep as much cum inside me after all if he was going to clean me up I was going to give him all I could..

As I pulled my cock from Pam's pussy I stepped back to right into Paul's face. I could see Pam was holding her legs up to keep my cum from spilling out so I leaned over to give Paul better access to my asshole. So I thought why not help him out and clean out Pam's cunt I leaned my head down to reach her pussy, but Pam stopped me by saying. 

"Where you the first one to cum"

"No I thought I'd give him a hand"

"I know Paul well and he doesn't need a hand. He's quit capable of doing this by him self and a deals a deal. And believe me my cum sucking husband doesn't want a hand "

Well that says it all. Paul started licking my asshole getting all the cum he could as Tatem moved to get it from him and pass it to me. After he cleaned out my ass as best he could he went over to Pam and gave her some then he knelt down between me and Pam and but my cock in his mouth to clean it off Then started to clean out his wife when he had a mouth full he looked up at me and I bent down placed my lips to him as he passed me all he had I gave some to Tatem and then some to Pam and she said 

"The rest is all yours Paul" 

And Paul started sucking all he could from her. Then she stood up with her legs on both sides of him and he between them as she drained it in to his mouth.

"Now tell me he needs help Mike" 

"No he did pretty well by himself " then Pam said 

"We went to a party once where four guys fucked me and Paul cleaned it all up. Didn't you honey?" 

"Yep" he said "and then went looking for more" 

I then went over to the bar and grabbed a beer for Paul two glasses of wine for the girls and a soda for me since I had to drive home yet. I sat on one of the lounge chairs with the back upright Tatem sat between my legs with her back to me and Paul and Pam did the same on the other one The sun had gone down already but the night was warm. Then Paul said 

"Well buddy how do you like our lifestyle" 

"Well I only have one wish " 

"what's that" 

"I wish I had met Tatem sooner just think of all the fun we missed" 

"Don't worry we still can have lots of fun"

Then Pam said to Tatem "We're going to have to watch these two Tate if we don't we'll never get any dick from them."

"If they get to out of hand I have plenty of things to use in my toy boxes to keep the in line." Tatem said with an evil grin. 

* * * * *

The End, or is it the Beginning? You decide let me know how you liked this story and if I hear enough replies I my right a sequel.



The Changing Room



Here’s a fantasy for you derived from an experience I had today. I have long had an unrealized desire to have sex in a department store dressing room. I had occasion to remember this today. The weather has turned suddenly hot and I went to a small neighborhood clothing store to buy a pair of shorts. The increasing warmth of spring already has made me feeling a bit horny these days. The dressing room was a tiny stall right off the main floor area. There was only a curtain separating me from the rest of the store and it didn’t even reach the floor. Anyone could see me remove my pants one leg at a time.

Removing my jeans and hanging them up left me with only my socks and tee shirt on. I glanced in the mirror and was pleased to see how the warm weather had relaxed my cock and scrotum so it gave the appearance of me being particularly well endowed. My cock even engorged slightly as I briefly considered masturbating right there in the stall. Of course I didn’t since I was with friends and thought it would be rude to keep them waiting.

Had those friends been you and your husband, an entirely different scenario could have played out:

You and your husband already knew of my fantasy. When I went into the stall, you whispered to your husband and he silently nodded with a growing grin on his face. You gave me a minute or two to remove my pants, watching with increasing excitement, as you knew I was standing behind the curtain almost entirely naked. Your husband grabbed a couple of items to supposedly try on and the two of you came over to the stall. Looking around the store, you saw no one watching and quickly slid into my dressing room. 

You caught me entirely by surprise as the two of you stood before me smiling. I knew immediately what was up and my cock began to respond. Your husband’s eyes strayed to my changing condition to register its response as he quickly began undressing you. I had been watching you all morning, wondering if you had on any panties. I couldn’t make out any panty line and your ass moved so nicely under your light cotton summer dress. By the time he slid it over your head, I was rock hard. You pressed the entire length of your body up against me and locked your mouth onto mine. As we kissed, your husband pressed against you from behind. You could feel his excitement even through his pants. 

As we continued to kiss and caress, your husband whispered to both of us what he wanted next. He then lifted you entirely off the ground and swung you up so I could take your legs and place them on my shoulders. My hands braced your bottom, which was already slick with vaginal wetness. My one thumb slid along the crack of you ass and pressed up against you anus. As you relaxed and let me enter you, my mouth found your sopping wet cunt. I simultaneously buried both my tongue and thumb in their respective orifices. A shudder rippled through you body.

Your husband moaned in response. He was so turned on he was unconsciously thrusting his hips in a dry hump. Balancing your butt on the hand with my thumb thrusting in and out of your ass, I reached down with the other and could just reach the zipper of your husband’s pants. It was so nice finding that he was without underwear as well. His cock, already oozing precum sprang out. I grabbed his penis with my hand which was wet with your juices and slowly jerked him off. He met my efforts with more hip thrusts.

Now it was your turn to suggest a change of positions. You said your were getting jealous of us and wanted to have some cock too. We eased you to the floor and you immediately bent down to take my cock in your hot mouth. Gripping my balls in your one hand, your other grabbed my ass and pulled me to you so the entire length of my cock was down your throat. Seeing this inflamed your husband beyond control. He roughly grabbed your hips and with one thrust, buried his cock in your engorged cunt. Your pussy was so wet his cock displaced a copious flood of juices that ran down your legs.

I loved watching as he rammed his cock into you repeatedly with increasing speed. I reached down and slid my hand over your butt until my splayed fingers were either side of his thrusting meat. In this way I could increase the friction on his cock and at the same time cop a feel of his penis. Incredibly my cock grew even harder in response. You sucked on me mercilessly. I almost couldn’t stand up at this point, the sensation of your mouth and tongue combined with watching your husband fuck you, had me spiraling toward a huge orgasm. At the first taste of my cum about to erupt, you began to spasm. A chain reaction of orgasm followed as your husband plowed a full load into your cunt. Your legs nearly buckled as you came in waves, sucking hungrily to swallow every drop of my sweet viscous load. 

Somehow the three of us managed to not scream out. We stood there in the small changing room, breathlessly holding onto each other for support. Then we drew into a three-way embrace and exchanged a silent recognition of what had just occurred. We were beaming.

We carefully rearranged our clothing, barely stifling our giggles. We took one moment to share our new intimacy with an exchange of smiles and stepped from the fitting room. There was one clerk across the store that met our eyes when we emerged. What was that look of his? What did he know?



The Changing Room



She walked into the changing room with the most beautiful dress she had ever seen and hoped so much it would fit. The male assistant had been so helpful and courteous in helping her choose this dress and it was prefect. 

She hung the dress up and started to unzip her own. She was so excited about finding the dress. She had been looking for it for nearly six months and that wonderful young man had spent almost an hour finding it. She trembled as she undressed almost overcome with excitement. 

Her black dress fell to the floor and she stood in her black lacy underwear that she wanted to wear with the dress. She stood for a few seconds looking at herself in the mirror. All she had left on were her killer heels – no man or woman could resist then. 4" black Italian leather stilettos, Black silk stockings with the most sexist seam and thigh band she'd seen. Her see through black panties and bra barely did their job.

The male assistant had left the customer to try the dress on as he had to serve another customer but she had looked and left so he moved his way back towards the changing room to see if the other customer needed any assistance. As he approached the changing room he saw something that made his cock stir. The curtain to the changing room had not been closed completely and through the gap he could the woman semi naked pulling down her dress and revealing her black underwear. 

His cock began to harden as he watched her undress. She picked the silky blue dress off the hook and slipped it over her curvy body. The dress fitted perfectly and she quietly squealed to herself with excitement as she realised how good she looked. 

She admired herself for a while then sat down. She was so excited because she had found her dress. 

The young assistant had watched her try on the dress. His cock grew hard as she stood again, unzipped the dress and allowed it to drop to the floor so once again she stood in her black underwear. She bent over to pick the dress up and hung it up. The assistant caught a view of her ass as she did. The black panties she worn had ridden up between her cheeks and it looked as though she wasn't wearing any. Her ass and hips were full and rounded but firm. His cock was almost bursting out of his trousers and with what he saw next he had to relieve himself.

She too had noticed a couple of things as she stood there. She glanced in the mirror and saw that her excitement was physical too. She could see through her bra and on the ends of her large breasts her nipples were fully erect and virtually pushing through her bra. She also noticed that her panties were wedged between her cheeks and she moved her hand round her back and hooked finger through the material at the top of her ass and moved it down slowly pulling the material free. As she got to the gusset her finger gentle brushed her pussy. Her lips felt swollen and wet. The excitement had spread and she moved her hand once again, this time to the front of her panties and slipped it inside them. 

Her hand came in contact with her lips again and this time she forced her middle finger between then. It slid in into her hot soaked pussy with ease. She sighed as her finger buried itself inside then withdrew it and replaced one with two. She'd never been so wet and without a moment's hesitation for where she was began to wank herself harder. 

Maybe it was the thought that any minute she might be caught that was exciting even more.

All the time this had been happening her 'assistant' had been watching and it had all become too much for him. He had taken leave of his senses, well all but one and taken his erection from his trousers. While she had removed the dress and began to explore herself, he had moved to within inches of the gap and began to wank himself at the sight that unfolded. He could not help but stroke his long, thick cock faster and faster as he stared at her fingering herself.

She then stopped and took her hand from her panties. He froze. In one swift movement she slipped her panties off and through them to one side and returned her fingers to her soaked pussy. Her wanking became more vociferous as she watched herself in the mirror and her legs began to shake. She knew she was near to orgasm. He to sensed this and pumped his cock as hard as he could oblivious to his surroundings. 

She came hard, biting her lip to stop her screams. At the same time he released his cum. His first shot flew through the gap in the curtains and to his horror hit the back of her leg directly on the seam of her stocking. His second, third and fourth were not as powerful and landed on the floor of the changing room. She was so engrossed in her own orgasm she didn't notice that his cum had hit her and was running down the seam of her stocking. In panic he pushed his oozing cock back into his trousers and flushed went back into the main area of the shop.

As her orgasm subsided she regained her composure and once steady on her feet put her own dress on and left the changing room, the redness in her cheeks still visible.

'Everything ok?' asked the assistant as she walked towards him. 

She looked at him and smiled 'Oh yes, wonderful. The dress is orgasmic. Thank you.' As she looked at him she noticed two things, firstly the bulge of his semi erect cock and a dark stain in his trousers. 

'Could you please get the dress and wrap it for me? I left it in the changing room,' she asked. The smile on her face had broadened. 

'Yes of course,' he said struggling to walk due to his cock still being hard. 

He got to the changing room and picked the dress for the hook. Then noticed two things, the cum that her had shot of the floor had gone and she had left her panties behind. He picked up the panties and pushed then into his pocket and walked back to the counter uncomfortably. 

'I haven't left anything have I?' she enquired. 'No nothing,' he replied. 

'Good' she said. 

He wrapped the dress as she watched him and felt uneasy. She handed over her card and as he processed it, he noticed her straightening the seam of the stocking his cum had unloaded on. As her passed the card back to her he said, 'Thank you and please cum again.'

She replied 'Oh indeed I will be cumming again very soon.' As she did she placed her hand to her mouth and licked it. 

Then said 'Hope you'll be here to service me again!' and with that left the shop laughing to herself.



The Changing Room



He couldn't believe his luck. He had spent the whole day escorting an exotic dark-haired beauty from boutique to boutique, as she tried on dress after dress, even letting him peek into the changing rooms to get his opinion as to how things looked on her. Invariably, the answer was "stunning". How could it be otherwise, with such a delectable model? 

She was his friend, visiting from abroad as part of a high-powered government delegation. Whether it was her sheer beauty or her sophistication or the confidence in her step, it attracted looks from all the male passers-by (and a few of the women as well). He soaked it in, unused to the attention that she naturally took for granted. 

At the last place, the eager salesgirls, unfailingly able to detect a customer with a taste for the finer things in life, zeroed in on her, and were even nice to him, not quite sure of their relationship. She tried on an ivory-coloured blouse. This time, she called him into the changing room with her. She looked incredible! The jet black of her hair and eyes contrasted and melted into the tan of her face, which set off the cream of the blouse perfectly. It was high collared and covered in beautiful designs. It was snug enough to bring out the voluptuousness of her curves, but as always, impeccably tasteful. Being in the changing room with her was intoxicating, the confined space, her presence. His jeans felt two sizes too small. 

His situation was not helped at all when she dragged him into the next place, a lingerie boutique. It was sheer torture, the way she pointed out little nothing thongs and lace see-through bras, all things that she apparently wore! Maybe she was wearing a skimpy thong right now . . . really, the thought made him weak in the knees. Finally, she picked an outfit and went to the back of the store, where the fitting rooms were. He followed her to the aisle between the two rows of changing rooms. She opened the door of one and walked in, closing the door behind her. The door went all the way from the floor to the ceiling, so that he couldn't even catch a peek of her ankles, but he could hear the swishing of clothes inside. 

A brief digression now about men's underwear . . . when wearing jeans, it's difficult for men to wear boxer shorts, because they tend to bulk around the thighs. So it has to be either briefs or thongs. 

He wished he had worn a brief today, because his erect penis was so engorged that the tip was poking out of the top of his underwear and it was rubbing against the rough denim. Not to mention, making an embarrassing spectacle of himself that he had to hide by strategically arranging his black leather jacket around his body. 

"How do I look?" she called out from behind the door. 

"Well, I can't tell if I'm on this side of the door," he said weakly. 

She opened the door slightly. "Well, then come inside," she said. His heart pounding, he stepped into the changing room.

He gasped.

She was wearing a black chemise. It had spaghetti straps and went to about halfway down her thighs. It was completely transparent. Her ivory neck and shoulders were bare. Through the material, he could see her full, ripe breasts, and the erect round nipples that poked through the material. Her white skin glistened beneath the chemise, until it stopped at her milky thighs. 

But his eyes kept returning to her beautiful pussy, outlined behind the gauze. He could see the delicately shaped silhouette of her well-tended mound. She had trimmed it so that there was only a delicate little triangle of soft hair leading delicately to her bare labia. 

He was mesmerized by her pussy. It seemed like the centre of her being, where the eyes that soulfully gazed at him found the source of the lust that was staring him in the face. 

He fell to his knees for a closer look, until he was eye-level with her groin. He reached up behind her, put his hands on her luscious buttocks, and pulled her to his face. He buried his face between her legs, feeling the lingerie against his face. She started when she felt the pressure of his lips against her mound. His hands pulled the material out of the way. He could smell her skin. It was wonderful, sinful. 

She moaned softly when his tongue found the entrance through the folds of her lips. His hands gently pulled her lips open. He licked her crack, moving upwards with his tongue, searching. 

When he found what he was looking for, he gently rubbed the tip of his tongue against her engorged clitoris. She was getting wetter and wetter. Her juices were hot and and sexy. He could feel her wetness flowing into his mouth.

He held her arms and pushed her back, so that she sat on the bench at the end of the changing room. She draped her legs around his shoulders and pulled his face deeper into her. 

He pushed, feeling his tongue force its way into her opening. His nose and cheeks and chin were dripping with her white cream. She resisted and then gave way, when he inserted his finger into her anus. The combined pressure from his face in her pussy and his finger from behind was compelling. She clutched with her legs around her shoulders and gave way to a series of violent shudders that he felt ripple through his head. He wasn't sure, but he imagined that she was coming, that she was coming against his face, into his mouth. He thought he felt her juices gushing out out of her, drowning him in her sweet musk. 

He felt her legs release around him. He stood up and pulled her up to him. They kissed for the first time, as sweetly and tenderly as teenage lovers . . . except for the taste of her salty juices in their open mouths. 

Would it end there? Would there be no release for the pounding in his groin, for the aching desire in his painfully erect cock? 

She pushed her hips into him, pressing her pubis into him. Relieved, he let his hands wanter down her back to her ass, which he pulled toward him, feeling her grind against him. He reached under her chemise to feel the smoothness and warmth of her derrière against his palms. He rubbed her luscious rump lasciviously, not believing that he was touching her there, where his gaze had always lingered whenever she walked away from him, her hips swaying lazily from side to side. 

He felt her hand slide to the bulge in his pants. She stroked, barely at first, but then firmer, feeling the enormous pressure that was almost bursting his zipper apart. Oh, but what sweet torture this was -- if she didn't show him some mercy, he would surely explode and die right there in the changing room.

She rescued him . . . her lovely long fingers found the top of the zipper and pulled it down, they found the button of his jeans and undid them. His penis, jumped out of his pants, already rendering the little thong briefs he was wearing useless. 

Would she? Would she??? Yes, she wrapped her hand around his raging cock, and squeezed, gently moving her hand in an up-and-down motion. It was incredible, unbelievable, feeling her hand rub him. He had never felt such pleasure. 

There was no stopping him now. He stepped back, pulled off his jeans and briefs in one movement, barely pausing to kick off his shoes. His grateful cock, finally released from all the constraining material, sprang forward, hard and erect, but weighted down somewhat from all the blood that had rushed into it. It gave the jet-black skin of his penis a reddish glow. 

There could be no doubt in her mind, from his raging erection, from the way his eyes looked desperately into hers, that he was going to penetrate her. 

He almost ran at her, in that tiny space, grabbing at her hips and lifting her. She felt her feet rise off the ground, and wrapped her legs around his hips. Her back fell against the wall of the changing room, supporting her. 

He felt the head of his penis against her sopping wet mound. It was electric, the way his cock brushed against her hairs, against her lips, sending goosebumps to his arms. 

He buried his face in the wonderful mounds of her breasts, feeling her nipples against his lips, through the material of the negligee. With an insistent thrust of his hips, his cock broke through the slight resistance at the opening of her pussy, plunging deep into her silky wetness. 

They paused. And looked at each other. Her face was so beautiful. How often had he seen that face in his dreams. And now he was finally inside her. And looking into her eyes, as he felt the length of his erect shaft against the insides of her hot, tight, wet walls. 

And then, like a madman, he was thrusting into her, savouring the feeling as the whole length of his hard prick plunged into her and then back out, with each thrust of his buttocks. She urged him on, drawing him into her with her powerful legs, toned from endless sessions on the elliptical machine at the gym. 

There was no way he could hold back. They say that it is harder for women to come, that you should let the woman come first, that once she is done, you could spend yourself inside her. But there was no way.

He came inside her on an inward thrust. He felt his cock spewing his semen into her. He felt the convulsions in his penis, in his groin, his stomach, up his spine, down his legs. With his whole being, he exploded into her, and kept coming for what seemed forever. He felt like he had filled her with gallons of his semen.

Exhausted, he stopped his motion. She unwrapped her legs and let them fall to the floor. She looked up at him, and again they kissed, their lips soft and sweet. When at last they pulled apart, he knew that he would never be the same. 

They dressed quickly and left the store. Of course, not before he bought the chemise for her, as a gift and a souvenir.



The Changing Room



I found myself sitting out in the changing room of a department store one Tuesday morning. You had decided this was the perfect time to go shopping for some new clothes. I wouldn't know one way or another, so there I was reading. Idly flipping through a magazine someone else had thoughtfully left for other poor souls like me. 

You chattered away while you tried on the clothes you had taken in with you. Commenting on this or that pair of jeans, the color of a certain shirt. I had yet to see any of them though, so I waited. Then, I heard the latch of the door open and out you stepped.

As I looked up at you, you favored me with a twirl, displaying yourself. You had on a very tight pair of jeans, that accentuated your numerous and wonderful curves. My eyes slowly traced upward from your shapely calves to your deliciously plump thighs, and finally to your magnificent ass. I couldn't help but notice how well those jeans displayed your ass, as if it needed any help to be so tempting. 

"Do these make my ass look big?" you said over your shoulder to me, flashing me that million dollar smile that drove me crazy.

"Wonderfully so," I said, not even trying to hide the fact I was admiring the great view.

"Oh really?" you replied, with a gleam of mischief in your eyes.

As I stood, I grabbed your hips and pulled you back against me. Even if I had wanted to, I couldn't have hid my growing erection from you. You gasped and tried to act embarrassed, but I knew you where proud of the effect you had on me. I slide my hands across your taut stomach, and reached up to cup your perky tits.

You moaned quietly and started grinding your ass against my now fully erect cock. I let my hot breath caress your ear and neck, while I played with your hard nipples. I could feel your hands rubbing against my thighs, as you tried to restrain yourself.

"You know this store doesn't have camera's in the dressing room," I said in your ear.

"And there's hardly anyone in here..." you replied as you pulled me into the dressing room.

You turned and started kissing me passionately. I was surprised to find your hands deftly working the button on my pants, and without hesitation you slid my pants down and grasped my cock. The feeling of your soft yet firm grip on my cock made me feel weak in the knees. You laughed a little, and started slowly stroking it.

I fumbled with your button and nearly broke it off in my haste to undo it. As I pulled, or rather peeled those tights jeans off of you, I could already see how wet your panties where. I snaked my hand in your panties, and it was your turn to feel weak in the knees. You bit your lip, stifling your moans. Your pussy was already wet and waiting, and I easily slid two fingers into you.

"Turn around." I whispered in your ear.

You turned and spread your legs wide apart, giving me a perfect view of your ass and your dripping wet pussy. As I positioned myself behind you, you braced your hands against the wall. Without warning I pushed my cock into you. You gasped, but pushed back, taking all of my cock inside you. I pulled back and started fucking you with hard steady strokes. You kept pushing your ass back against me, urging me to go faster. 

Something caught my eye, and I looked to the side. The changing room mirror gave a perfect view of my fucking you.

"Look to the side baby. I want you to watch me fuck you." I whispered in your ear.

Your head snapped to the side, and I could tell you liked what you saw. You started fucking me even harder. I knew I needed to do something or else I was going to cum before you did. My hands slid up your shirt to your breasts. I pulled your bra down, forced your tits up, giving me easy access to your sensitive nipples.

"Oh yes, please play with my nipples," you begged.

My fingers pinched and twisted your nipples, while I maintained steadily fucking your pussy. It wasn't long before I felt the pressure building in my balls. You where thrusting back faster and harder, and I noticed one of your hands was playing with your clit. I felt your pussy start to spasm, and it sent me over the edge.

"Oh god, I'm cumming!" you screamed before I could cover your mouth.

We both shuddered as our orgasms subsided. I slowly slid my cock from your pussy. I bent down to pull your pants back up, kissing the inside of your thighs and your ass. You readjusted your bra, and pulled your shirt back down. I was about to pull my pants back up when you turned and knelt in front of me. You took my cock into your mouth, and started licking it all over. When you where sure you had gotten every inch of it, you pulled my pants up for me, making sure they sat just so on my hips.

A cashier gave us a knowing look as we tried to nonchalantly sneak out of the store. I kissed you deeply, and walked through the parking lot with an unmistakable smile on my face.

"So, where to next?" I asked.

"Well I know this little lake that's hardly ever used, where two people could spend some time together alone..."



The Changing Room



I run a clothing store at a shopping center. Early one weekday morning, shortly after opening, a young man entered and said he was interested in buying a pair of jeans. Without paying much notice, I directed him to the back of store, where we keep a fairly large supply.

About 10 minutes later, with no other customers in the store, I decided to check up on him. I left Louise, an elderly woman who works for me, at the cash register and went to the back.

As I approached the man, he was sorting through clothes. He looked like a student from the nearby college. He was wearing a very short pair of shorts, a T-shirt and sandals. He had dirty blonde hair, and, I noticed, was lean yet well-built and quite good looking. 

Now, the fact that he was good looking didn't mean much to me. After all, I was old enough to be his mother -- 49 years old, to be exact. 

As I got closer, he was squatting down to look at some jeans on a low shelf. I looked at him and was shocked to see his penis hanging down from the edge of his shorts. He seemed oblivious to it. He pivoted toward me to look at another shelf, giving me an even better view. 

I was stunned and immediately started to get a tingling I had not felt in some time. I had been divorced for seven years, and my love life was nonexistent. To tell you the truth, I had kind of sworn off men after the divorce, and basically didn't think about sex.

But all of a sudden, here was a handsome young man flashing me -- apparently unintentionally. His penis was very long and thick -- much more so than my ex-husband's. It seemed like I was staring at him for minutes, but it was really only a few seconds. He abruptly stood up, said he wanted to try on a few pairs of jeans he had selected, and asked where the changing room was. I said I'd show him. 

I led him to the back corner of the store. We have two changing rooms with pull curtains. He went in and pulled the curtain, but it didn't close all the way. Of course, with my appetite now whetted, I had to stand there and watch. He wasn't wearing underwear. He dropped his shorts with his back to me, showing off a marvelously chiseled rear end. He also took off the T-shirt. He then slipped on a pair of jeans. 

As he was about to come out of the room, I pretended I was rearranging clothes at a nearby rack. As I watched him out of the corner of my eye, he went to a mirror and looked at the jeans. He then called me over. 

My eyes immediately went to his now-bare chest. As I said, he was quite well built, with a deep suntan. He may have been just a kid, but he was hunk! I felt flush and was surprised by my response.

For his part, he was totally nonchalant. He asked how I thought the jeans fit. They were clearly too big. I moved to his left side and with my left hand pulled the pants away from his waist to demonstrate. As I did so, I caught a glimpse of his pubic hair. I looked up at him. He just smiled and said, "Okay, let me try another pair."

At this point, I was really starting to get hot. I couldn't imagine that this guy was interested in me. While I am attractive, with dark hair and large boobs, I have put on a few pounds. And I was wearing a plain blouse and a knee-length skirt. But I figured, at least I can enjoy the view. 

He went back in the changing room. Again the curtain was slightly open. I quickly looked around. No one else had come to the back of the store. I moved to my right, near another rack of clothes, to get a better angle to see the young man. He slipped off the jeans. 

As he reached for the next pair, he turned slightly, and I got a view of his cock from the side. I could not believe how big it was. While he was a well-built guy, his cock was disproportionately large. 

He slipped on the pants and pulled open the curtain. I immediately acted as if I was folding clothes. He walked toward me and said, "How about these?" 

They were tight. Extremely tight. The outline of his long, thick cock was clearly visible down the leg of the pants. He had to be aware of it. I was beginning to think he was teasing me. 

I looked at his waist – and his bulge – for a few seconds and said, "A little bit too snug, don't you think?" Again he gave me an innocent smile.

I asked him what size the pants were, and he said he wasn't sure. I walked behind him and put my fingers inside the waistband, trying to pull it back to see the tag inside. But there was no give. 

At that point, he unbuttoned the pants and pulled down the zipper to give me more room. I saw that it was a size 30 waist. I also saw the top of his lovely rear end.

"I think you need a size 32," I said. He turned around, without pulling up his zipper. I automatically glimpsed down – I couldn't help myself. His blond pubic hair was sticking out of the zipper. I quickly looked back up at his face and noticed he had beautiful blue eyes. He smiled again.

Now I was sure he was teasing me, and I wondered how far he was willing to go. He said he thought he had a size 32 in the changing room. He went back and, to my total disappointment, pulled the curtain all the way. After a minute, he stuck his head out of the curtain and said, "No, there's not a size 32 here. Can you get me one? I've already pulled off the jeans."

I brought the pants over to him and said, "Here," reaching my hand toward the curtain. He pulled the curtain open about half way and stood in the opening, completely naked. He looked at the tag on the pants. I looked at him.

He was acting as if I wasn't there. I gave up any pretense of looking away. I stared at his beautiful cock. He liked being looked at. His cock started to swell. He said, "Oh, my." I didn't say anything.

His cock bounced to life, jutting up almost perpendicular to his body. He put down the pants, looked down at his penis and then looked at me. I walked all the way into the changing room and pulled the curtain. 

I got down on my knees and reached my hands out to his cock. He immediately groaned and sank into a bench at the back of the small room. Here I was, a middle-aged woman, totally dressed, on my knees stroking the cock of a young adonis. I had never seen such a large cock, never mind stroked one. I leaned forward and put him in my mouth. It had been a long time, and I never much liked giving head. But this was thrilling in a way nothing else had ever been. I started going up and down on that magnificent cock. It didn't take long. He soon erupted, and I eagerly swallowed it all. 

It suddenly dawned on me what I had done. I don't know what had come over me. I quickly got up and peaked outside the curtain. No one was there, thank God. He looked up at me and reached out, gently trying to pull me toward him. But I was too spooked to do anything. "Maybe another time," I said hurriedly, and quickly walked out of the changing room. 

I went to the front of the store. Louise was still at the cash register. I went into a small restroom behind the counter, closed the door most of the way, and peaked out. The young man walked to the front of the store, looked around and left. 

After closing and locking the door, I fingered myself to the biggest climax I ever had. 



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.



The Changing Room



It was a quiet moment when the idea came to me. We were sitting in a bar. Our conversation had fallen into a comfortable and contemplative silence. You were watching the people enter the main door of the bar over my shoulder while spreading a spilt drop of your wine around the table top with a fingertip. A smile crept to my lips as I said "Did I ever tell you about Caleb?" 

Caleb worked in a clothing store. He was the pretty, vacuous type that a cynical person might expect to have such a job. Blonde. Tanned. Lithe yet muscular in that way boys are, slim around the hips, neck and thighs. The day I was introduced to him at his work, he and I slipped into a changing booth in the back of the shop. There, he begged me to stay silent while he hungrily sucked me to orgasm and gobbled down my cum. I called past his shop occasionally after that. He was always eager to please, provided that the shop was otherwise empty.

I hadn't seen him for a while but my mind sometimes came back to him. I had never seen him cum. I wanted that. He never so much as took off his trousers at the shop. The common friend who introduced me had told me it took a certain type of stimulus to get Caleb off. Sitting across from you, I knew I had right the tools, even though Caleb was strictly gay and generally repelled by women. He'd be horrified if he was confronted by a vagina. I grinned at the image of him, face twisted in fear and holding his hands up to repel any possible attack. 

I leant in close, my elbows on the table between us. I whispered "I am going to make you do something completely deviant and you are going to love it." Your beautiful face came to life and focused on mine while I spoke. I could see a potent mix of fear and desire in your face as I detailed my plan. You looked as though your mouth had gone dry when you gulped down some wine. I finished by saying "I'm not asking you to do this. I am telling you that you will do this." 

"Perfect..." you murmured, the word trailing off to a sexy whisper as your toes slid along the inside of my thigh under the table. 

The next day we were ready to execute my scheme. Walking through the busy shopping centre towards the shop, your hand felt sweaty in mine. Your face looked tense. I stopped you before we were within sight of the shop. I was ready. I slid my hands over your hips and pulled you against me, so you could feel my hard cock pressing into your body through our clothes. Your hand slid behind my neck, pulling me down into a hard kiss. Your hot tongue wriggled into my mouth as my fingers dug into the flesh of your bottom. A group people swarmed past, close to us, bumping into us, so we pulled ourselves apart, panting.

I held your face in my hands, close to me and whispered final instructions. You nodded and I swaggered away, into the shop.

Dance music throbbed at a volume just above conversation level. Caleb was sitting behind the counter, flicking through a magazine. He didn't recognise me immediately and turned the music down a shade. "Sorry," he lisped with his overtly gay accent. His eyes narrowed and his red lips curled into a smile. "Oh! Hi! I didn't recognise you! I haven't... seen you in here for ages. How have you been?"

"Good thanks. I'm always glad to see you. Things look quiet in here today."

"Yes hun. I seem to have a lot of time of my hands." He winked.

I grinned broadly, seeing that he recalled our usual signals. "Great. I think I see a shirt I wouldn't mind trying on for size."

I moved to the back of the shop and stepped into the change cubicle that was walled with mirrors, noting that the music's volume had been turned down lower still.

He pushed through the swinging doors a moment later. I leant back against the cool glass of the mirror on the rear wall of the cubicle, waiting for him to come to me. 

He paused, his eyes running up and down my body, examining the curves of my strong chest under my shirt. "It's so naughty of you to not visit me more often, hun. I was absolutely creaming for months after last time, every time I thought of us." His thin red lips curled. The point of his tongue appeared on the centre on his upper lip.

"I've never seen you creaming Caleb," I said. "We are going to change that today."

He peered nervously over his shoulder and held his index finger up as a sign I should be quiet. "Remember. They could hear every sound," he indicated with his head the shop on the other side of the door.

"There's noone here," I say, smiling. 

I step closer to him, put my hands up on his chest and push him back against the reflective wall. Leaning my larger body against his, I press my mouth against his throat, licking his salty skin, breathing in his cologne. He moans softly and his quick hands find my cock, rubbing through my jeans. Looking down between our bodies, I see the outline of my circumcised cock head straining against the denim. I run my fingers over the back of his hand and he turns his face downwards to watch as he opens my fly. 

I'm not wearing underwear. My cock pops out, bouncing. He slides his fingers around the shaft. I grab his chin between my forefinger and thumb, tilting his face upwards and wetly kiss those thin red lips.

He breaks away, dropping to his knees in front of me. In one expert swoop, he sucks my entire length deep into the back of his throat. I gasp at the rush of heat surrounding me. I look down, watching from above as he bobs his head back and forth. I turn to watch in the mirror, seeing the side view of my cock disappearing into his lips. I look up at the ceiling, rolling my hips. Then I hear footsteps on the wooden floor outside of the cubicle getting closer.

Suddenly the doors burst open. You stand there, clasping a pair of business shirts by the hangers. You shriek. Caleb falls backwards against the mirrored wall and stumbles to his feet, stammering and stuttering. He holds his palms up towards you, finding some placating words. You point an index finger at him and step forward, a torrent of shouting. "Filth! Smut! I am calling the police!" 

Caleb sinks back onto the bench at the rear of the cubicle, his head in his hands "No, no, no."

My hard cock gets harder and harder watching you obey my plan perfectly. I slip it back inside my fly to disguise that fact and put my hand on Caleb's shoulder. I rub him reassuringly. I turn towards you, saying "Look, there's no need to shout. Or make threats about getting the police involved. We weren't hurting you."

I wink at you slyly, wanting to rip your dress off then and there. "Ok," you reply, still authentically brisling with faked outrage. "Ok. But this is a public place. I assume one of you is supposed to be working?"

Caleb lifted his face, biting his lower lip. "Ohgod. Ohgod. Please say you won't tell anyone. I can't lose this job!"

"Hmm, well, I could be persuaded..." you say. I catch the smile playing at the corners of your lips. You continue, your voice firm. "Drop your trousers. And turn around."

Looking very confused, he turns his eyes up to mine. I pat his shoulder and nod, whispering, "You had better do as she says. She sounds like she is serious."

He obeys.

When his tanned skin replaces his clothes and he has his back to you, you turn to me. I fix a stern stare at you. We both know this has to be convincing for the plan to work. My glare tells you that I am watching you, judging your performance. 

You take a deep breath. "You! Stand behind him. I want to watch you kiss and lick his neck and back."

I move behind him, pull my rigid cock from my pants again and slide it into his crack. He makes small noises. I can't tell if he is whimpering in fear or moaning in lust, or both. I slide my hands over his tummy, letting my fingertips follow the lines of his defined abdominal muscles while I run the point of my tongue along the spinal hollow at the back of his neck.

I turn my head to see your eyes locked on me. I mouth the word "Undress" at you and then turn my attention back to Caleb, placing a slow kiss between his shoulder blades. You slip out of your long, simple cotton dress to reveal that you're naked underneath. You place your handbag on the floor. Your hand disappears as you rummage inside it and reappears clutching the strap-on dildo.

A surge of hot lust pounds through my veins. I nuzzle behind Caleb's ear and can't help whispering "You are in for a rare treat." My hands creep lower until I have his hardness. I pump it slowly. I close my teeth on his earlobe and tug it.

I feel your warm touch on my shoulder. I take my hands from Caleb and urgently want to kiss you. I sigh, telling myself that there will time for that later, when we have lived this fantasy and go home to fuck again and again intoxicated with its rush. For now, we have to make him believe that you caught us and now need to be paid off with favours. 

"Sit on the bench," you instruct me. I slip past you in the narrow space of the cubicle and you take my place behind Caleb. You slide your fingers through his hair, caressing. Then your grip tightens and you pull him back to make space for me. I quickly peel my tee shirt over my head and slide my jeans down. When I sit down in front of Caleb, my cock stands vertically.

"Kiss him," you murmur over Caleb's shoulder. He tries to turn his face towards you, puzzled but not defiant. His eyes silently say "Sure, I'd kiss him even before you caught us here." Your grip on his hair keeps his eyes to the front. He is yet to see the thick, shiny black rubber cock you hold in your hand, the leather straps dangling and the metal buckle jingling. 

His lips curl in a smile as he puts his hands on my knees and bends forward at the waist. We kiss slowly, lusciously, with my fingers running over his cheeks and into his hair to stroke the back of your hand. 

"Now suck," you command. 

Caleb breaks the kiss. "Sure" and he winks at me, clearly pleased with how this is turning out.

His talented lips close around the rim of my engorged cock head, sucking hard. The point of his tongue probes my slit and I wriggle on the bench with every nerve ending tingling. His wet mouth slides down my shaft until I feel my cock head pressing again at the soft flesh of his throat. I turn my head to the side, watching his slim, brown body in the mirror. 

Then I turn my gaze to you. You're rubbing the tip of the thick toy up and down your slit, smearing your cream over your clit. You kneel down on the floor and stand the toy on the ground between your legs. We can't make eye contact directly with Caleb between us in the narrow space but we smile at each others reflection. You wink before positioning yourself over the toy. You gasp as it fills you.

You lean backwards balancing yourself with one hand on the ground behind you. You pull your flaps back and rub slowly over your exposed clit. I can see the black plastic gleaming with your juices where it enters you. You roll your hips slowly, grinning wickedly at me. The cubicle fills with the wet slurps of Caleb's mouth and your pussy. Then you slowly dismount, standing as you withdraw the thick dildo. I see we are ready. 

I grab Caleb's cheeks and pull him off my hardness. I press my mouth on his, vaguely tasting my cock in the kiss. I murmur against his lips "Are you ready to be fucked?"

He nods, grinning at me as you strap on the cock. It has a clit vibrator within the harness so you take a moment to position everything correctly. You grab the bottle of baby oil from the top of your handbag and move behind him. You pour a shimmering thread of oil into your palm and then wank up and down the toy, mixing the lube with your juices. 

Caleb's realisation of what is going to happen is palpable. His face is still close enough for me to kiss him as his eyes widen in shock. I dart my arms up under his armpits and squeeze him hard. He wheezes as the breath is compressed out of his slender ribcage. 

I growl at him, my face pressed against his neck. "Better answer again. Clarify now that you understand who is going to fuck you. Are you ready to be fucked?" I nod, rubbing my forehead against his skin, adding "I know that you want that big dildo inside you."

His pretty eyes suddenly brighten as he understands that I know who he is. He needs this. For the first time in weeks, perhaps months, there is fire in his blood. He nods, murmuring "Yes, give it to me, I want it all inside me." 

You raise your eyebrows and smile wickedly. You wrap your hand around the hard shaft and rub the tip up and down his crack, focusing your movements towards to his puckered hole. I release him from my hold and he places his hands on my knees, wagging his bum at you. You lean forward, your weight driving the pole slowly into him. The pressure presses the humming egg-shaped clit vibrator between your lips.

He mutters and exclaims quietly under his breath, panting. You keep driving in and he turns to look at you over his shoulder, lips open, his face lost as the fire in his hole sends licks of pleasure through his whole body. 

The toy presses back hard against your mound. You roll your hips, changing the angle that the vibrating egg inside the harness buzzes against you. You bite your lower lip as you slide both hands to your breasts, cupping them, rolling them and teasing your nipples. 

In the mirrors, you can see me running my hand up and down my hard shaft, my free hand running over the smooth skin of Caleb's chest. I pinch at his nipple and he shudders. Slowly slowly, he takes the length of the dildo and purrs as he feels your warm body against his. You slide your hands up the smooth hairless skin of his back.

I drag my hand up his chest and behind his neck. I pull his face downwards towards my vertical member. He puffs as you fuck deep inside him and I feel his warm breath on my sensitive skin. I thrust up with my hips, lifting my arse up off the bench and driving my cock into his opened mouth. He takes it in and follows me down as I sink back on the bench. His lips are tight around my shaft as he bobs his head up and down, milking me.

You increase the speed of your strokes, fucking faster into him now that his tight hole has adjusted to the dildo. Your body slaps against his arse with a fast beat. With each slap, the vibrator bumps against your button. 

He opens his mouth and cries out around my cock. I lift my hips, shoving my meat deeper down his throat. He gags slightly but recovers. His body becomes tense like a compressed spring. His close. 

I look over Caleb's body to meet your eyes. You look glazed and lost, loose hair hangs wet with sweat over your forehead. I feel my own juice bubbling inside me, eager to flood Caleb's mouth. 

I slip a hand under him, feeling for his cock. My hand wraps around it. A chain reaction begins. The mere touch of my hand makes Caleb cry out. He shudders and moans and then I feel the hot gush of his cum squirting in thick gobs up the inside of my forearm.

He pulls his mouth up from my cock slightly. I wrapped my fist around my shaft and pump up and down, lubricated with saliva. My eyes narrow as they gaze into yours, my mouth open and chest rising and falling as I breathe fast and deep. I growl deeply. In the mirror, you watch my white juice leaping from my slit onto and into Caleb's waiting, open mouth, dripping from his thin red lips.

You pinch at your nipples hard with your fingernails and ram the dildo up to the hilt. You press the weight of your body against it. The buzzing of the clit vibrator and the pressure on your mound sends a wave through you and you cum loudly, your eyes screwed up tight and face twisted with pleasure.

Later, walking hand in hand through the shopping centre's crowds, I lean in close to you and squeeze your earlobe between my teeth and whisper in your ear. "I knew you would get along with my friends."



The Changing Room



Heather felt the heat in her pussy moments before the wetness began. Elaine was trying to pick her up – there could be little doubt of that now. When she was in town, Elaine was a frequent visitor to Heather's dress shop. Tonight, however, Elaine wasn't wearing a dress. She sat at the bar of the restaurant clad in a fur coat that extended below her knees. The coat was buttoned up against the cold outside, but it was clear that Elaine was now feeling quite warm. Heather realized now that Elaine had been flirting with her when she had been at her dress shop earlier in the day. Now she had tracked Heather down in one of her favorite bars, situated just a few doors away from the dress shop. But Elaine really didn't need to visit a bar – it was clear to Heather that she'd been drinking. The flirting was much stronger now, and at one point Elaine leaned over to whisper in her ear and instead delicately inserted her tongue before saying "Why don't we go somewhere?"

Heather was intrigued by this powerful woman coming onto her so strongly. Elaine's aggressive sexuality struck a chord with Heather's submissive streak. Telling herself she needed to get Elaine out of the bar before she made a scene, Heather agreed to take her back to the dress shop... but the heat and moisture between her legs had noticeably increased.

Arm in arm under the streetlights, Heather and Elaine walked through the cold night air from the bar to the dress shop, Heather helping to steady Elaine, who was blaming her wobbling walk on her high-heeled leather boots. When they got to the shop Heather unlocked the door and ushered Elaine inside. Elaine made for the check-out counter and the mini-fridge where Heather kept her wine, while Heather locked the door. A low-light came from the scattered lights that remained on when the store was closed, and ambient light from the streetlights penetrated the shops floor to ceiling windows. 

As Heather approached the counter, Elaine turned and, placing a bottle of wine on the counter, proceeded to unbutton and then shed her fur coat. It fell to the floor quietly, and Elaine stepped from the mound it created – she was naked under the coat, and walked toward Heather wearing only her high-heeled boots and a pearl necklace. 

Heather was stunned, trying to take in the sight of Elaine's body as Elaine approached, and then took Heather in her arms and pulled her into a passionate kiss. Unbeknownst to Elaine, Heather was bisexual and had had lady lovers before, so she did not shrink from Elaine's kiss. She was surprised to have Elaine's mouth on hers, true... and it took a second before she began to press back against her and return the kiss. But then she stopped suddenly – they were in full view of the street through the store's front windows... "No, not here," Heather whispered. "Back here," she said and led Elaine to the large changing room at the back of the store.

A small light burned in the changing room, illuminating a space about 6x6, with a small bench lining one side of the wall. Once inside the room, Elaine pushed Heather to the left, up against a wall, and began to kiss her again. Heather's hands began to roam over Elaine's body, feeling her large tits and hard nipples, tracing her sides and the curves of her hips and ass, feeling for her trimmed pussy... Elaine was kissing Heather's neck above the collar of her mandarin jacket, and soon was pushing the jacket back off of Heather's shoulders, then pushing Heather's slacks down until they dropped of their own accord to the floor. She moaned into Heather's mouth and her tongue became more energetic when she discovered Heather wasn't wearing any panties. Heather's shirt was unbuttoned in a rush of fumbling fingers and her bra was on the floor seconds later.

Elaine began running her hands over Heather's body as she kissed her hard. Squeezing and kneading her large breasts and then dropping her mouth to Heather's hard nipples. Then she pulled Heather around to the right and pushed her down so that her body lay on the floor. Elaine was on top of her in an instant, kissing her lips and neck while rubbing her heavy tits against Heather's, and pushing her mound against Heather's pussy as if she wore a phantom cock and was fucking her with it. Slowly, Elaine worked her way down Heather's body, Heather's moans persuading her to linger over her tits, pinching one nipple while she sucked the other breast deep into her mouth and then let it slip out so she could bite the nipple. Heather was moaning loudly now, finding Elaine's aggressiveness incredibly erotic and arousing – she realized that Elaine was the master of the situation, and her own submission turned her on even more.

Elaine was between her legs now, pushing them wide apart and attacking her pussy with her mouth. Heather's hands pulled her own legs wide apart to give Elaine's amazing mouth deeper access to her cunt. Now that Heather was spreading her own legs, Elaine's hands went to Heather's pussy and began to spread her lips so Elaine's tongue could begin its work. "Oh God, you taste so good... you're so wet!"Elaine whispered throatily. She put a finger against the lips of Heather's pussy and slowly began to insert it as Heather's moans increased in pitch. Elaine's tongue found Heather's clit and began to bear down on it, licking it over and over again. Heather could feel the pressure rising, and when Elaine pushed a second finger into her pussy, shoving two fingers deep inside her, Heather came with an explosion of sound and cum. Elaine kept fucking her with her fingers as she licked harder and harder, drinking deep of Heather's juices. Heather begged her to stop and tried for a second to push her head away, but Elaine wouldn't stop, and Heather found herself with her hands on both sides of Elaine's head, trying to pull her tongue deeper into Heather's pleasure...

Heather felt semi-conscious when Elaine stopped and rose up onto her knees. Then the absence of Elaine's tongue registered and she came back to the changing room and saw Elaine sitting back on her haunches in front of her prostrate body, her arms pressing down on her knees and framing – pushing – Elaine's full tits together. Suddenly, Heather wanted Elaine more than anything she'd wanted before. She rose up to her knees and began to kiss Elaine, savoring the taste of her pussy on Elaine's lips and running the fingers of one hand through Elaine's luxurious hair while the other hand pressed the small of Elaine's back, just above her beautiful ass, and pulled Elaine's tits into her own. Heather felt Elaine's hard nipples grazing her breasts and it drove her crazy – she quickly bent down and began to suck on one of Elaine's breasts, savoring the hard nipple as it passed her lips. 

Elaine pushed her away for a moment and moved to sit on the bench. "This is better," she said, and she pulled Heather toward her. Elaine's breasts were right at face-level now, and Heather leaned forward and began to suck on them, taking turns teasing the nipples until they became incredibly hard and then biting and licking them before taking as much tit into her mouth as she possible could. All the while, Elaine was stroking her hair and moaning, pulling her head into her breast when Heather began to suck hard. 

After several minutes of licking and sucking, Heather pulled away from Elaine's breasts and looked up at her with a smile on her face. Elaine said "You know what I'm going to do the next time you come to visit me at my office? I'm going to strip you naked and put you under my desk where no one can see you, and you'll eat my pussy whenever I command it. How would you like that?"

"I would love that!" Heather gasped, her eyes shining with desire.

"Then show me what you can do," said Elaine, and with one hand she guided Heather's head down between her legs. Heather was on all fours now, like a dog, and her face was in Elaine's pussy. Elaine had one hand on the back of her head, pulling her face into her cunt, and another hand on her own leg, pulling it back to give Heather deeper access...

Heather buried her face in Elaine's snatch, inhaling the smell of her sex, licking deeply and parting Elaine's lips with her nose as she delved deeper and deeper with each lick of her pussy. She closed her mouth over Elaine's clit and began to suck it away from her body, nibbling and licking as Elaine moaned above her. She managed to raise one arm and insert a finger in Elaine's pussy, pushing it in and out, feeling and caressing the inner walls of her pussy, wondering if she would find Elaine's g-spot. Losing her balance, she withdrew her finger and began licking deep and hard against Elaine's pussy, ending each upstroke with a quick flick of Elaine's clit, and each downstroke with a swirling of her tongue around Elaine's rosebud. Elaine squirmed and moaned loudly now. "They're going to hear that on the streets," Heather thought, and then Elaine was pushing her head deep into her pussy and shouting "Eat me, bitch! Oh God! Eat me now!" and Heather responded with a flurry of licks and bites and sucking that caused Elaine to stiffen for a moment and then scream as her juices began to flood from her pussy. Heather licked and sucked and drank deep but the cum was soon flowing over her lips and across her chin... She kept licking and sucking until Elaine sounded as though she were whimpering, and then she stopped and looked up at her from between her legs, cum glistening from her lips and chin, her eyes signaling that she was, from this night forward, Elaine's slave.

Elaine pulled Heather up to her knees and then leaned over and kissed her gently, tasting her cum on Heather's lips and tongue, licking the cum from her chin. She stood up and pulled Heather up with her and then put her arms around her and kissed her again. There was no wall to support Heather now, only Elaine, and she leaned into her and their bodies molded together, tits against tits, pussy against pussy, lips against lips. Their arms wrapped them together, hands traveling from soft buttock to small of the back and upwards, fingers caressing skin, becoming entangled in hair, as their lips met and tongues moved slowly against each other. Entwined like two lovers in a Greek statue, they lost each other in a tenderness that now seemed inevitable after the passion and lust they had only recently experienced. In a brief space when ecstasy paused for a breath, Heather thought to herself – "The changing room – what a perfect name for this place..."