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More Lessons with Kelli Ch. 01

By: Lifeatlarge



Writers Note: I had written the first three chapters of our story a while ago but it took some time for me to convince Kelli, who is a very private person except to a few, to let me put it on here. I had planned on ending the story after the last chapter but there has been a lot of things happening in our lives over the last year and since Kelli has had a lot of fun reading the comments and the emails, she encouraged me to keep on writing. If this is the first of our story that you are reading, I would suggest going back and catch up on the first three, but if not, Kelli is a post-op transsexual that I met and fell in love with before she had the operation that made her a woman and at the time I occasionally did some crossdressing which I have been doing more of. We had been living together for over a year at the time when this all starts. 

*

My birthday was coming up in a few weeks and I could tell that Kelli had something planned for it. The previous one was nice but when the two of you live and love each other everyday to the fullest, the special days weren't all that important. I did get her gifts and flowers for her birthday and Valentines Day, but then I get her flowers whenever the mood moved me. She had said that her younger sister, whose name is Ann, was coming down for a visit that weekend and I assumed that Jenna would be going out with us as well, since the two of them had gotten to be pretty close.

Ann is the wild child of Kelli's family. She is a beautiful girl with light brown hair that comes to her shoulders. She is bisexual and has a number guys and gals that she plays with but there isn't anyone serious in her life and according to Kelli, there never has been. Ann is also a ball-buster, although Kelli prefers the term brat, who has to have pretty much everything her way and is very vocal when she doesn't get it. Most times I am polite and put up with her attitude, but there have been a few times that I really felt like letting her have it with both barrels as the saying goes.

Jenna, like Kelli, is a post-op transsexual but you never would never known that to look at her. She is a big gal, a little over six feet tall and unlike Kelli, who had went with a more average set of boobs, had gotten a pair of double D-cup implants that she had no problem showing off to the world. She rarely wears a bra when we all go out dancing together and always has on either a tight dress or top. Jenna and Kelli met on one of the transgendered boards on the Internet and they became friends before Kelli and I started going together. Jenna is a lot of fun but despite having been a man for twenty-six years before starting her sex change, still had problems with dating guys that weren't real jerks in one fashion or another. The last one had been around for a number of months, but then he lost his job, began drinking a lot and well you know how that story goes. They had fights but none of them were too bad until the one night when he hit her and she told us a few weeks later what happened next.

Jenna said, "I proceeded to wipe up the floor with his ass, then I hog-tied him, and went and got a picture of me from before. I shoved it in his face and said, by the way asshole, my name used to be Pete, my cock was two inches longer than yours and I never once hit a woman. Oh yeah and in case you didn't notice, I have a black belt! Then I called the cops, dumped his shit out in the parking lot of my apartment and I haven't seen him at all except in court."

But I liked Jenna and while I respected what she could do to me if I ever pissed her off, we got along as both friends and equals.

The weekend of my birthday we went out and as always, I was dressed as a woman. Kelli had gotten me a very nice dress to wear and had done my hair and makeup extra special since I was the birthday girl. My fingernails and toenails were painted to match my lipstick for that night. She always picked out my lingerie ahead of time and my color for the night was pink. The cups of my bra were very thin which showed off my D size fake boobs and nipples, even under the rest of the clothes, and my panties were trimmed with lots of lace. Kelli has a thing for full slips and is always watching the one online auction site for vintage ones in both of our sizes. Mine was from the 1950's and had lace cups and a wide band of lace around the hem. Something else that she watches for, are the older stockings that have the seams up the back. These are sized by shoe size and are very hard to find in my size but somehow she managed to get me a few pair of them. I have an assortment of garter belts as well in various colors but the pink one that I put on before my panties matched the rest of my outfit. I also have a few pairs of pantyhose that I wear, depending on the dress I have on, but I prefer stockings. I have to admit, after adding my earrings, necklace, a few bracelets, I looked pretty damn good. Even though Kelli and I weren't officially married we wear wedding bands and have matching engagement rings and I wear mine when I go out dressed in my finest. My name when I am dressed up is Elaine, I know, not very sexy but I am older and it works for me.

We always have a lot of fun at the club that we have been going to for the past few months and Jenna works there a few nights a week as a waitress and a bartender. Kelli and I don't drink much when we are out, and she never gets drunk any other time. Early on in our relationship she told me that she did enough of that her first year in college and that she always had killer hangovers. All four of us dance with each other and the girls dance with guys, and so do I when am asked. I have slow danced a couple of times with the one guy who is a regular there. He is older like me and has dropped a few hints as we danced, but I am pretty sure that he doesn't know what he would be getting into or should I say, what would be getting into him, not that I would take it that far. But it is still fun and I keep enough distance between us just in case my cock decides to get erect, but that still doesn't stop him from playing with my ass. He has kissed me a few times but I limit that to just a peck on the lips. I have let him get in a couple of light breast squeezes as well and the girls always tease me afterwards about getting lucky.

But that night Ann decided to take it a little farther and said, "Hey Elaine, I bet you fifty dollars that you don't have the balls to touch his cock the next time you dance."

I looked at Kelli as she rolled her eyes and I replied back to Ann, "We will see, but you had better have your money ready."

I heard Kelli laughing and I did the same. So later that evening I went out for another slow dance as the girls sat and watched. I knew if I did this, that I had to make sure that it was a one-time thing. I didn't let him take me too far out on the dance floor so that the girls could see us and I got a little closer to him than usual and of course, his hand was right on my ass.

I softly asked, "I get the impression that despite fact that I am married, that you would like to have sex with me?"

He smiled as he replied, "Yes Elaine, I would. I could make you a very happy woman tonight."

"But I must warn you about my husband," I answered.

He asked, "He isn't here, is he?"

I replied, "No but he does keep track of me and well he is a very big man with a huge cock. I was a virgin on my wedding night and I will tell you, I had four kids and that didn't hurt nearly as bad as the first time he rammed that monster into me." His eyes got real big as I went on, "I did have an affair a couple of years ago and he found out about it. He came to the motel that we were at and started banging on the door and screaming my name. After I got up and let him in, he slammed the door closed, jumped on the bed, grabbed my friend and tied his hands together." I paused for a second and added, "He pulled his cock out, fucked my friend in the ass for a good ten minutes and he was crying and begging him to stop the whole time. After my husband was done, he told him that if he ever went near me again, that he would lock him up some place and fuck him every day for a month. My husband made me get dressed and we left with him still tied up on the bed and I heard a few days later he had quit his job and moved out of the state." I moved my hand from around his neck and placed it right over his cock and started squeezing it through his pants as I finished with, "So if you want to have sex with me that would be lovely. But just so you know what could happen," and I kissed him lightly.

His eyes got even larger as he quickly pulled my hand off of his pants and replied, "I am so sorry but I just remembered that I have to be someplace else tonight."

He walked away very fast and after paying his bill at the bar, left the club even faster without looking at me.

I smiled as I walked back over to the table and said to Ann, "You owe me, pay up."

She asked, "What was all the talking about? Did you tell who you are?"

With an even bigger smile I shook my head no and told them what happened. They all started laughing and Kelli was laughing hard that she could hardly breathe.

Jenna reached across the table and after giving me a high five, said, "Atta girl!" then added, "So that is why he bolted out of here like he had a firecracker up his ass."

I replied, "More like a piece of dynamite the size of a horse cock!" which got another round of laugher.

Kelli finally got herself under control and said, "Just when I think that I have you completely figured out, you go and do something like this."

"I'm just full of surprises, aren't I?" I replied as we snuck in a quick kiss.

When it was time to leave, Ann got into Jenna's car and Kelli told me that she was coming back to our house tonight. I figured that they were going to light up the bedroom that Ann used while we were in our room making our own special fireworks. After getting there, we had another round of drinks in the living room, and they headed up to their room as we went into ours. We had gotten in the habit of shutting the bedroom down when ever her sister was around since Kelli tends to be rather loud in her expressions of passion. Kelli went into the bathroom to get changed and I stripped down to my bra before putting on my nightgown. Most nights we slept in the nude but whenever I went out as a woman, I would go to bed that evening as one. I put on my slinky pink nightgown, got into bed, then Kelli joined me wearing a lacy nightie that was light green. But I could tell that something was up from the look in her eyes.

Kelli kissed me and I asked, "So tell me what is going on?"

With another kiss she replied, "I love you very much and I would never ask you to do anything that you wouldn't want to do."

I answered, "I know that."

With a big smile she said, "I would like to make tonight very special for you. If you want to, and only if you want to, there are two very horny ladies outside the door that want to join us in bed."

My eyes got real wide as I smiled and replied, "I love you totally and I really don't have to be with anyone else."

She laughed and answered, "I know and that is what makes this all more special."

I looked at her, then kissed her and said, "What the hell, you only live once."

Kelli called out, "The party is on girls. Come on in."

The door opened and in walked Ann and Jenna. Despite all of my sexual experieces that I had over the years, the one thing that had never happened was a three-way with two women and here I now was with three. They were both wearing sheer short nightgowns that hid neither their breasts nor their shaved cunts.

As they jumped on the bed, Ann pulled me to the one side and said, "This is going to be fun."

I looked back over at Kelli, we reached across and held hands for a second and then I faced her sister. We started kissing and I heard Kelli and Jenna doing the same. Ann always walked around the house barely dressed in the mornings when she was visiting us, so I had seen her D sized tits and cunt before but it's not the same as being this close and personal. Taking the lead, I moved my hand under her nightie and took hold of her breast.

I explored both of them gently for a while and she started playing with mine through the bra.

Ann said with a giggle, "You should get real boobs, just think of all the fun you would have."

I answered, "It has been discussed," and she giggled again.

I played with and sucked both her breasts for a while and she got pretty worked up. I have been with a couple of women over the years that could climax just from breast play but Ann wasn't one of them. Then I slowly traced my hand down to the top of her slit and by then her hand was already around my cock. I pushed in and gently moved my fingernail, then lightly rubbed it with my finger tip before moving around the outside.

Ann asked, "You sure are a fucking tease, aren't you?"

For some people it is all about the destination but me, I prefer the journey so I just ignored it. I moved in deeper and lightly explored her cunt. She was soaking wet but I knew that her and Jenna had been making out over the evening. My finger went in easily but I didn't get too deep. I liked taking my time and wasn't like we had to catch a bus or anything like that.

But Ann, while she was getting worked up, was also getting impatient and said, "Can't we move this along a little faster?"

So I decided to show her who was the boss and after I slid my finger deep into her cunt, I put my thumb on her clit. I worked both of them lightly for a couple seconds then without warning. I slid my finger out of her, pressed down hard on her clit with two fingers and worked it very fast. Ann went zero to orgasm in oh, five seconds, and it was a wicked one. She screamed, but I didn't stop and a few seconds later she yelled again, her body twisting on the bed. Since I had her where I wanted her, I went for number three with the same results before I slowed down and went back to a more gentle touch. I looked over at Kelli and Jenna who had taken a break to watch the fireworks, Kelli was smiling and Jenna was laughing a little. Ann, in the meantime, had her hands flat on the bed as she lay there breathing like she had just ran a marathon.

I asked her, "Fast enough for you?"

She answered in a sort of snippy way, "Not bad for a start," but by the way she rolled her eyes afterward, I knew that I had gotten her attention.

After playing and exploring for a bit longer, I put my face in between her legs and started eating her. She was very wet, but it tasted nice. I took my time and brought her to a couple of orgasms. My hands were up on her breasts and occasionally she would put her hands on my head. But I wasn't done with teaching her a lesson about bed manners. By this time Jenna was eating Kelli and she had already climaxed a couple of times herself. I got Kelli's eye and nodded my head ever so slightly. She touched Jenna's head, pointed over to us and Jenna stopped and turned her head to watch. I brought Ann right to the edge of another climax and then backed off. I kept licking but stayed away from her clit, then I did it a second time and she was really on edge.

I heard her say, "I think you kind of forgot something," but I didn't respond.

I gently licked some more, brought her right to the edge again and this time she was in full-blown panic mode. Ann tried to reach in with her hands to finish it herself but I grabbed them and held them at her side. I slowly licked her clit just hard enough to keep her hanging for while, then I started licking hard and fast. She pushed herself tight against my face and climaxed with another long and loud scream. I heard her panting and almost immediately came again even louder, but I wasn't done and went for a third one before I slowed down. Her breathing sounded like low growls as she settled down.

Jenna said, "I like that. I am going to have to remember that one!" and Ann gave her a dirty look.

Kelli added, "I warned you she was tricky," and Ann just shook her head.

I licked some more until she was close to the edge again and her eyes got real wide, but then I moved up, pulled my nightgown up, and placed my cock at her cunt. I leaned forward and as I started to slowly push in, I moved closer to her and we kissed.

Ann said in her best cocky voice, "You think that you are so smart, don't you?"

I just smiled as I thought to myself, "You are going to get it good." as I began screwing her.

I went slow for a while to get the feel of things in there, then I pushed against her and started grinding my hips against her cunt and she had another orgasm although not as violent as the last one when I was eating her. I settled into a rhythm of slow fucking for while and then bringing her to a climax. I had hoped that with my cock inside of her, that she would lighten up a little and be there at least a little more emotionally but that didn't happen. But I had been around long enough to know that sometimes a fuck is nothing more than a fuck and that there wasn't anything that I could about it. I could tell from the look on her face that Ann was getting impatient with my way of doing things, so the next time around, I got her close but didn't let her off. She looked at me and I thought that she knew what I was up to, but she didn't say anything.

But after the second one she said, "Oh no, not this again," and she started pushing back against me, but my groin was too far away from her clit to have any affect.

Now if she had said stop, I would have stopped, and had she said something as simple as please, I would have finished it off nicely right then and there. But Ann decided to turn this into a test of who was in charge and I had the best of her so far. Plus all the squirming and humping that she was doing was just making her hornier but it wasn't enough to do the job. I moved just enough to push her right to the edge a third time, held her there and even though she didn't say anything, I knew from the look that she was seriously pissed off. Kelli had been eating Jenna but she had stopped and they both watched us. I held her there as long as I could, then I pulled my cock back, started pumping fast right at the mouth of her cunt. I slammed all the way in three times and I came on the third one and not even a second later Ann almost came and it was the harder than the first ones had been.

There are some women that only know that a man has climaxed because his cock gets soft. Others feel the wetness and maybe the throbbing, but it doesn't do anything special for them. But there are those women, that for some primal reason, when they feel a man's cock go off inside of them, it sends them over the edge big time and Ann, who already was winding up for a hard one, just exploded. Every muscle in her body got tight including her cunt and she let out a loud howl. She flung her arms off of my back, slammed them on the bed and grabbed the sheet hard with her hands. I kept pounding and after a few loud pants, Ann screamed again. My cock was getting soft but I was still inside and close to her clit and I ground my groin against her groin very hard and she went off for a third loud climax. I stopped and stayed against her as she came down from it. Her eyes were closed but then she opened them, looked right into my eyes and for a few seconds, I really thought that I saw something there.

But she closed them again, and when they opened a second later she said, "Not too bad for an old fart."

I leaned down, kissed her lightly, and replied, "You are welcome."

As I straightened up, Jenna said, "I call clean up!"

I moved back from Ann, and turned facing Jenna, who after a kiss, bent down and sucked my cock clean.

She got up on her knees, we kissed again, then she pulled my head next to her head and whispered, "Don't let her get to you, I have never seen her cum so hard." I laughed a little and Jenna added, "We are going to have a very nice time together, trust me."


More Lessons with Kelli Ch. 01



With that she moved down between Ann's legs and I went and lay down next to Kelli.

We kissed and she also whispered, "I know she is a piece of work but happy birthday."

"Thank you," I replied in a whisper, "There is something not right with her."

Kelli laughed and answered, "She has always been like that, I don't know what it is, but that is Ann."

I asked, "How was it with Jenna?"

She replied, "It was so nice. Trust me, you will really like being with her."

"It can't get any worse," I said.

Kelli laughed again and we heard Ann yelling, "Oh no, you aren't doing that!" She moved away from Jenna, who obviously had taken a page out of my pussy-eating handbook, and rubbed her clit until she climaxed. Jenna looked over at me and winked, then all of us, except for Ann laughed and she said, "You guys think that you are so cute, well just you wait!"

I muttered, "Promises, promises," as I got off of the bed and headed to the bathroom.

Now I don't like taking pills or medications of any kind and even a headache has to reach at least an eight on the earthquake scale before I will even take something for that. But I had gotten some of those special pills, since I am not as young as I once was. Kelli and I made love just about every night, and while most nights I didn't need them, they were handy to have. I stayed there for a few minutes doing the usual and fixing my hair a little, then I walked back to the bedroom to find all of the girls sitting up on the bed. Ann was on the far side, Jenna and Kelli were closest to me and there was an empty spot in the center.

Ann pointed there and said, "On your knees."

I looked at Kelli and she rolled her eyes and shook her head.

But I did as asked and after flipping my nightgown up over my back Ann called out, "Spanks for the birthday girl!" and started slapping my ass and Jenna joined in on the other side. 

While Jenna wasn't exactly being light handed, Ann was going to town on the other side. But I have been spanked by both hand and hairbrush, as well as being paddled, and caned, so this wasn't all that bad.

I heard Jenna say, "Come on Kelli, you have to do a few," and Jenna stopped and a second later I felt a few very light spanks on that side.

Ann said, "Ah come on Kelli, you can do better than that," as she turned up the heat on my ass.

But after a couple more light ones, Jenna started back up.

This went on for a little while, then Kelli said, "Okay ladies, that is enough!" but Ann counted out five more pretty sharp ones.

I started to turn around, but Ann. "Don't move Elaine, we're not done yet."

I looked back and she was putting on Kelli's strap-on. I turned my head towards Kelli and she was just shaking her head.

She said to Ann, "Now take it easy."

Ann asked, "Don't you have a bigger one? This one is tiny."

Kelli replied, "No, I don't."

I looked back as Ann finished wiping it down with lube, but she couldn't be bothered to put any on my ass. I lowered my chest to the bed, and I felt the bed behind me move a little, then the head of the strap-on was at my asshole, and with one push she buried it. I am used to this one, Kelli makes love to me several times a month with it, but it is always slow and gentle.

But Ann was anything but gentle and after a minute or so, Kelli said, "Time's up," but Ann kept on going until Kelli growled at her.

She pulled out, slapped my ass again and after taking the strap-on off, handed it to Jenna. I was wondering how bad this was going to be, but Jenna having owned a cock for most of her life and having been on the receiving end of more than a few of them, was slow going in and while she was working it pretty good, the stokes were smooth and it felt good. Kelli, seeing that I was enjoying it, let her go a little longer than Ann before I felt it slide out.

Ann said, "Your turn Kelli!" I flipped over on my back, lifted my legs, and Ann added, "She sure has you trained."

I could see from the expression on Kelli's face that she was getting annoyed with Ann as she buckled the strap-on around her waist but she didn't say anything and gently slid inside like she always did. We made love for a couple of minutes with a few more snide comments from Ann and finished with a long kiss. By then the pill was starting to work, but Ann and Jenna decided that they needed a bathroom break first. Kelli took off the strap-on, which she handed to Jenna and told her to leave it by the sink. I rolled on my side and she joined me there. We didn't say much but by this time in our relationship we had mastered the art of talking with our eyes.

With a loud, "We're back!" from Ann, they got into the bed.

We kissed and I pulled her head close and whispered, "Have fun."

Kelli whispered back, "I will try but I know that I am going to hell for this."

I laughed and replied, "You will have plenty of company because I will be there waiting for you," and she laughed as well.

I moved over and Jenna got between them and me. While I was planning on focusing on Jenna I still wanted to watch things over there a little.

Jenna and I kissed and I heard Ann say, "Relax sis, this is going to be fun."

I looked over and they starting kissing and I settled in with Jenna for a long kiss. Jenna can be a ball buster like Ann but right from the start she was focused and passionate. I played and sucked on her breasts for a while as her hand gently stroked my now hard cock. My hand found her cunt and I played with her gently. After a few minutes of light play, I went to her clit and using just enough pressure, bought her to a climax. When it had passed, Jenna looked into my eyes for a few seconds, and with a little smile, nodded her head up and down, before pulling me back into a kiss. The rest of our lovemaking was just like that and it was pretty much how I made love to Kelli. I am average in length but thick and I completely fill Kelli when I am all the way in, but since Jenna is taller, I had a little more working room. I alternated between slow periods and fast ones. It took me a little while to get the right moves down to make her climax while I was in there but once I had that figured out, I took full advantage of it.

I occasionally looked over at what Ann and Kelli were doing, but since the bed is only a queen size, they weren't that far away from us. I watched Kelli's face as Ann got between her legs and she looked over at me briefly before closing her eyes as Ann's tongue made it's first pass up her cunt and clit. After they traded places, I again watched as Kelli slowly moved her own face forward and began eating her sister's pussy. But Jenna understood and most of the time I was focused only on her. Finally, after getting her near another climax, I picked up speed and she climaxed first, then my sperm filled her cunt.

After a long kiss she softly said, "That was very nice. Happy birthday Elaine."

I answered, "Thank you and I had a really good time too."

Jenna replied, "I am so jealous, Kelli is such a lucky girl."

With a smile I said, "No, I am the lucky one in this bed."

She laughed and replied, "You are both good for each other and that is all that matters." We kissed again and as I moved back, Jenna said, "Ann, get over here."

I moved over next to Kelli as Ann got between Jenna's legs. 

We kissed for a little, then she bent down and cleaned my cock off and afterwards, I whispered to her, "It was nice being with Jenna. Thank for this."

She whispered back, "You are welcome and I'm glad that you had a good time."

"How was it with Ann?" I asked.

Kelli sighed and answered, "I really enjoyed it. I can't believe that I am saying this, but she really tasted nice. I just wish that she wasn't, well you know."

I replied, "Well it is not like you got her pregnant," which got a loud laugh out of Kelli.

Ann, who was still eating Jenna, asked, "What the hell is so funny over there?"

We both answered, "Nothing," then got up and made one last bathroom visit.

By the time that we came back out, Ann had moved up next to Jenna and they were making out a little. Kelli and I always made love by candlelight and before we got back into the bed, we went around and blew out all of them, except for the one on the nightstand on the side of the bed to where the girls were laying. Kelli told them to make sure that they blew that one out before going to sleep. After pulling up the covers, we snuggled close and after quietly exchanging the words of love, we fell asleep. It was well after one in the morning and I figured that we were going to sleep in late, but I heard the alarm go off and looked over and it was only nine. We rarely set the alarm on Sundays, so I was a little confused at first.

Kelli rolled over to face me and said, "Good morning, my sleepy love."

I asked, "What's with the alarm?"

She replied, "Jenna has to work this afternoon, so I am going down to get breakfast ready, but you can stay and sleep some more."

"No," I answered, "I will go down with you after I hit the bathroom."

With a laugh Kelli said, "I got up and went an hour ago and you didn't move an inch."

I just shook my head and after a trip in there and getting our robes we went downstairs. But before we left the room Kelli said that we should wake the girls up who either hadn't heard or had ignored the alarm. Kelli crawled back on the bed and shook Ann a little. Since Jenna's foot was hanging out from under the covers I decided to tickle the bottom of her foot.

Jenna sat up fast, pulled her foot back and said, "No! No! No!" and looked like she was going to beat the crap out of me.

I laughed and replied, "I am going to have to remember that," and she growled at me before she dropped back on the bed.

Kelli wasn't have much luck with Ann, so she got off and we pulled the covers completely off, then went to the windows and opened the curtains. There was were more growls and curses as we left the room and I was well into my first cup off coffee when they finally joined us, both of them nude.

Ann looked at both of us and said, "Geez, I didn't realize that this was going to be a formal dinner."

Jenna replied, "Shut up already Ann," and we laughed, well everyone but her.

After breakfast was done, Jenna took a shower and left. She had said goodbye to Ann with a long kiss, but since Kelli and I were still our robes, we just walked her to the front door. Kelli and her hugged and Kelli thanked her for coming. Then it was my turn and we also had a long hug and kiss.

When it was done, Jenna said to me, "I know that this will never happen, but if Kelli ever decides to cut you loose, I had been be your first and only phone call!"

We laughed and I replied, "I am here for the duration but thank you."

Kelli and I had discussed, while she was getting breakfast ready, whether or not we were going to head back to bed with Ann again, but Ann brought the subject up as we were eating, so we went. I took another pill while Jenna was getting ready to leave and I was ready to go. Ann wasn't quite as cocky as she had been with me the night before but she wasn't much better either. We got naked and ate each other for a while and then I screwed Ann first without cumming. I moved over to Kelli and made love to her and I was going to finish inside of her, but she looked at me and nodded towards Ann.

I got back inside of on her and she said, "One for the road!"

I brought her to an orgasm and left my load inside as well. She climaxed pretty hard but it wasn't as violent as the previous night's had been.

I figured that I would get at least one shot in as I got off of her and said, "I hope you took your pill today, because I am not shooting blanks."

Ann replied, "I'm too much of a bitch to get pregnant, but, thanks for asking."

I had a comeback ready, but Kelli gently pushed me to the side and crawled between Ann's legs to lick her clean of my sperm. Ann went back to her room and Kelli and I took a nice long shower together. I got dressed as a woman again with a casual blouse and skirt, but I usually did that on Sundays. Ann finished getting dressed before we did and was already downstairs.

We walked outside with Ann and as she was walking down the steps said, "Wait till I tell mom how naughty you were this weekend!" Kelli's mouth and eyes both opened wide, and Ann added, "Ha! Ha! Ha! Just kidding!" But as she got into her car, she turned, stuck her tongue out at us and said, "Maybe," and made a kiss with her mouth.

As she drove off, I turned to Kelli who had this very serious and pissed off look on her face, which I had never seen before.

I said, "She needs a long and very hard spanking."

Kelli put her hands on her hips, and with her face still the same replied, "But only if I can help!" and we both laughed.



More Lessons with Kelli Ch. 02



Writers Note: All I can say is that this chapter talks the start of some major changes in both of our lives. But as always, they have been good and fun. Keep the emails and comments coming.




I had thinking a lot over the past year about how much I enjoyed dressing up and going out as a woman. By this time I was spending Sundays and several nights a week at the house dressed, although those days, it was more causal than my going out clothes. I wore silicone fake breasts but I had also been thinking on how much fun it would be to have real ones. I have always been a boob, well, kinda of person. Big or small, that's what I always checked out first on a woman and would spend a lot time playing with them in bed. I hadn't said anything to Kelli about this, but once in while she would tease me about getting breasts, although she hadn't done it in a couple of months. A few weeks after my birthday party weekend, Kelli and I were in bed making love and afterwards, we were taking and playing a little. This time she playfully asked if I had thought some more about getting my own, as I played with her breasts.

I said to her, "Would it surprise you that I have been really thinking about it?

She smiled and replied, "Whatever you want is fine with me, but I think it would be nice."

"I know," I answered, "But there is the problem of what to do when I am over at the store."

Kelli asked, "How big are you thinking? Jenna's size?"

I laughed, Jenna is post-op transsexual friend of ours who has a set of double-D cups although they looked larger than that, and said, "No, not that big. But I am thinking a C or D cup would be right for my chest size," which is forty-four inches and not going to get any smaller, "But I would want to see what it would look like."

She said, "That is easy enough to do, but you should get your body hair taken care of first."

I had been shaving everything except my pubes since I had met her and I answered, "That would be okay with me."

From the look in Kelli's eyes, I could tell that she already had a plan of attack and after supper the next day, she made a front and side sketch of my chest. I haven't mentioned this before but she is a very good artist, although she says otherwise. She began taking hormones during her senior year of college and had spent a lot of time designing how she wanted her face and body to look like. I have seen those sketches and they are very close to what she looks like now. When she was done with mine, she took some measurements, looked up the sizes on a bra size chart, and then used some tracing paper to work up what I would look like with both sizes of implants.

She showed me both of them and for my chest, a C looked okay but I liked the D size better and I said, "But there still is the issue of me going out as a man."

Kelli replied, "A larger shirt with a sports bra would work the best, maybe with some extra padding underneath" and she added with that smile of hers, "But then you could start living as a woman full time."

I looked at her and answered, "I have been thinking about that also, but that will mean closing the store and finding something else to do with my life and I'm not sure that I'm ready for it."

With a smile she said, "I know, but it is something to think about, and it will be a lot of fun," and to be honest I knew that it was going happen at some point, especially with having to wear a bra every day.

She also took a couple of photos that evening and sent them to the surgeon that had done her work. A few days later he sent back the images that he had worked up and they matched what she had drawn. As I was thinking about this, I got my body and facial hair permanently removed. We both did some shopping and picked up some more women's casual clothes, blouses, slacks and skirts, for me and I changed into them as soon as I home from the store. I have to say, it is one thing to go to a restaurant or bar dressed as a woman, where the lighting isn't all that bright, but it's another thing entirely going to a grocery store or shopping mall. But I decided that I was going to do it and I had to get comfortable with being a woman full time.

All this happened over a month and one night as we were lying in bed I said to Kelli, "I have decided to get it done."

With a smile she asked, "What size did you pick?"

I answered, "The D-cup, seeing as how I already have a drawer full of bras in that size and I like how they look."

She kissed me and softly replied, "I will be with you every second."

"I know you will, " I said, "And besides, its not like this is something that can't be undone if it doesn't work out."

Kelli replied, "True. It will be a little rough at first, but once everything heals, you will really like it."

I laughed and said, "Well I'm leaving it up to you to make sure that they don't get carried away in there and give me the whole works!"

She laughed and we made our love for the evening. Kelli called her surgeon the next day and he had just had a cancellation and was able to do me in three weeks. She arranged for some vacation time at her office, while me being self-employed, all I had to do was turn out the lights and lock the door of the store. Soon we were on a plane out to the city where I was getting this done and the next day I was wheeled into the operating room. My surgery was on a Friday, I spent the night at the center, and then we headed to the hotel that we were staying at for the next week. I won't get too much into the details but I was in pretty sorry shape for the first couple of days. I have a high tolerance to pain, and don't like taking pain pills but this time, I needed them. The first time that I saw my new breasts without the bandages and support bra I thought, ugh, what a mess. I had looked all this up online ahead of time and Kelli had said the same about how I was going to look at the beginning, but it is different when you are the one standing in front of a mirror. We came home on Friday after a final checkup with the doctor. Kelli took two weeks off to care for me. She had done this, along with all of her other surgeries all by herself and after going through just this procedure, I marveled at how strong a person she really was and I loved her all the more for it.

The second week went by and I was starting to feel better but she insisted that I take another week off. I hadn't been inactive for three weeks like this since my late teens when I was in a motorcycle accident and I was seriously bored but orders were orders. The post surgery instructions had said no sex for a month, but at the end of the second week, Kelli very carefully got on top and slowly rode my cock until we both climaxed. In a way I was a little frustrated since I couldn't do all my usual lovemaking with her but at least it was something and she made love to me like that every other day until I was healed. I also had to sleep on my back so our side by side snuggling had to wait as well. That weekend was also supposed to be our monthly date night with Ann and Jenna, but Kelli called them and said that we were both sick with the flu. Ann wanted to come down the next weekend but Jenna worked weekends and only had one Saturday night off a month. 

The next week I got back to my regular schedule at the store. Since it was late in the fall, I could get away with wearing heavy sweaters and had a few of them from when I weighed a lot more than I did now. I knew this was a temporary solution and I'm sure I got a few looks but nobody said anything. My lease on the store was up for renewal at the end of February and Kelli and I had already talked about my opening a new store in another town as a woman. As the weeks went on, my breasts started to assume a more natural shape and our lovemaking got back to normal. I was still a little tender but that was getting less and less as time went by. Our next date weekend with the girls went well. When Kelli talked to them about joining us in bed for my birthday weekend, she had said that it was only going to be a once a year thing. But that didn't stop her sister from trying to talk her into doing it again and neither of us had said anything to them about my getting breasts. Jenna came back to the house with us to have fun with Ann. We were in our bedroom with the door shut and I had just taken off my bra, but was still in my stockings and panties, when the door flew open and Ann walked in naked.

She asked, "Kelli, do you have an extra tube of lube? I forgot mine." and she stopped and looked at me. Her eyes opened wide and after a few seconds went by she yelled, "Holy shit! Jenna get in here quick!"

Kelli walked out of the bathroom still in her lingerie, holding a tube of lubricant, and Jenna came into our room also naked, and after seeing my new breasts said "Damn girl, you are looking good."

Ann added, "Flu my ass. You could have told me!"

Kelli replied, "Well we wanted to save it for the right time," as she tossed the lube to Ann and said, "Now back to your room you two and close the door."

Her sister being the brat that she was, stuck her tongue out at she left the room, and said, "Nice boobs! Before you know it, you will have a pussy and be getting screwed like the rest of us!"

We both laughed and finished getting out of our clothes and into our nightgowns. I turned on some soft and slow music, which we danced to before we got into the bed and we were only there a few minutes when there was a knock on our door.

Kelli did one of her eye rolls and asked, "Now what?"

The door opened and both of them walked in wearing strap-on dildo's that had to be twelve inches long.

Ann asked, "Are you sure you don't want to play with us? I have a really good hard-on tonight," and she wiggled her hips to shake the thing.

I said, "Back to your room ladies," and they walked out laughing and closed the door.

We laughed again for a while and Kelli said, "One of these days."

I replied, "And I am thinking sooner than later."

Kelli agreed and we went back to our lovemaking and in the morning we went down to the kitchen still in our nightgowns. She was making breakfast and I was sitting at the breakfast bar sipping my coffee.

I thought I heard someone behind me but before I could turn around, a pair of hands reached around, grabbed my breasts, pinched my nipples, and Ann said, "Nice boobies."

Kelli growled at her as I pulled her hands off of me and asked Ann, "How would you like somebody doing that to you?" 

Ann was wearing one of her slinky short robes and she shook her breasts right in my face and replied, "Hell, if I had a dollar bill for every hand that has been my girls, I would need three dump trucks to haul them around."

Jenna was still there, as she didn't have to go to work until that evening. Since it was getting close to the holidays, the subject came up of how I was going to hide them when we went to visit Kelli's family. I told her about my heavy sweaters and sports bras but Ann wasn't so sure how that was going to work.

I said to Ann, "Well the worst that can happen is that your father will freak out on me."

Kelli replied, "I am sure that it be just fine," and the first night up at her parents went okay with no problems, I just didn't get into any close hugs.

The next morning Kelli's father had gone off someplace and we had breakfast with her mother like last year, but she did ask me about the sweater, seeing as how warm the house was.

I looked at Kelli and then said, "It's because I had a boob job," and I pulled the sweater tight against my chest.

She looked at me, then at Kelli who was smiling and replied, "I will never understand all of this, but if that is what makes you happy. Are you going to get the rest chopped off?"

I answered with a smile, "No, this is it."

Her mom who is a big lady, reached under her breasts, lifted them up and said, "I don't know for the life of me why you would want to drag a pair of these around," then she laughed and added, "Maybe I should talk to the doctor about getting a pecker!"

We laughed as well and Kelli said, "You know mom, they can do that."

Her mother laughed again and answered, "Your father would shit a turkey!" and the laughter continued for several minutes.

The rest of the visit was fun and I stayed in my man clothes, other than my bra and panties, the whole time. I gave her mother a big hug before we left and she smiled as our breasts touched. We took a couple of extra days off to stay at a big hotel on the way back and I walked in with a different suitcase than the one that I had used at her parent's house. I'm sure the desk clerk noticed that the older man who had checked in with his young wife had somehow been replaced by a classy looking older lady but I didn't stop to ask. The dress that I was wearing is pretty tight and I had on pantyhose instead of my usual stockings. My bra cups were thin and by this time, my breasts had some bounce to them. After supper at the hotel restaurant, we went to the club that was there and had a great time dancing the night away. We girl danced with each other, but there were plenty of guys both younger and older who wanted to work the floor with us and I had no problem getting up close during the slow dances. Of course we got hit on, Kelli's excuse was that she had her period and mine was that I just had surgery down there and it was no sex for a month. But that didn't stop the one jerk from offering me fifty dollars to give him a blowjob.

I looked at him and said, "I wouldn't give you a hand job for anything less than a grand," after which he called me a bitch and moved on to someone else.

But overall the night was fun and in the morning we went for a swim in the hotel's indoor pool, which I was doing for the first time as a woman. Kelli always wore modest one-piece suits and she had gotten one for me. The bottom part went down along my legs a little so that nothing would slip out and there was a short skirt on it as well. The top was open in the center a bit and showed off the sides of my breasts. But there weren't too many people in the pool at that time and we were able to pull it off. Of course we had a good laugh in the elevator on the way back to the room. We went sightseeing that afternoon, and after another great night of dancing, we headed home and got on with life.

A few weeks later and it was time again for our date night with Ann and Jenna, but the weather was going to be bad and we canceled it. Ann said that she would drive down before the storm hit, but being snowed in with her for a weekend just didn't seem like it was going to be a whole lot of fun. But the next month passed quickly and during this time, Jenna started dating a guy, whose name is Tim, and while she had told Kelli a little about him, she talked about him for a while when we were all at the club.

Jenna said, "This is the first guy that I have gone out with that actually wanted to date me before we got into bed. Tim is a really nice guy. He didn't even ask about sex until the third date, and if he hadn't, I was going to drag him back to the apartment and rape him!" which got a laugh from all of us. She went on, "When he did ask me, I did something that I have never done before and told him about me. I thought that I would scare him off but he was cool with it. He told me that when he was in college that there was a bunch of guys and girls that always partied together and he had sex with guys as well as girls, but after college he went back to just dating girls."

Of course Ann just had to ask, "How big is his cock?"

Jenna replied, "He is seven inches long, kind of skinny except for the head which is big, but the great thing is that he can get hard and cum three times a night and sometimes four without a lot of time in between. But he is very passionate and while we do get hot and heavy, most of the time it is slow and easy and really beautiful."

I asked her, "Does he know what you are up tonight?"

She answered, "Yes and he is okay with it. I told him that once a month I get together with some girlfriends to blow off some steam and afterwards I wind up in bed with one of them. I am thinking of asking if he wants to move in with me. I really like this guy."

The rest of the night was a lot of fun and the girls stayed over in their room. That week Jenna asked Tim to move in with her, which he did soon after and a couple of weeks later, she and Kelli were talking on the phone and I heard a lot more laughing and carrying on than usual.

Afterwards Kelli sat down next to me on the couch and said with a big smile, "Wait till you hear this."

I replied, "From that look, it must be something pretty good."

She laughed and answered, "Jenna said that last week she had done a bunch of laundry and Tim asked if he could help her fold it. So she gave him all of her lingerie, figuring that he would get a kick out of it. She said that he took a long time folding it very carefully and that she could see that he was really getting turned on. So just for fun, she got him a pair of panties, an A cup bra that matched and some stockings. Then one night she handed him the bag and told him that since he liked her underwear so much that he should have some of his own. He opened the bag, got this really weird look on his face, and she thought that he was going be mad at her, but he smiled and said it was neat. So he went and got changed into it and they had a great time and she's gotten him some more. She has been doing his hair and putting makeup on him as well."

"Must be something that they are putting in the water," I said with a laugh.

Ann wasn't coming to visit that month. She had gotten the weekends mixed up and had made plans to go away with one of the guys she dated, if you want to call it that. She had at least six or eight, I was always losing track of the exact number, and she loving referred to them as her stud farm.

But we were still going out with Jenna and I knew that something was up just from the way that Kelli was smiling as she replied, "I told her that it was okay to bring Tim along when we go out next weekend and to make sure that he was wearing a bra and panties."

I looked at her and asked, "So is he coming to play afterwards?"

Kelli asked me back, "She hasn't said anything to him and I wanted to ask you first, but would you be okay with that if it happened?"

I smiled and replied, "Might be fun."

She kissed me and said, "It could be a lot of fun but there is something that we want you to do," and she told me the plan.

I laughed and answered, "This is going to be wild. I just hope that Tim is as cool as Jenna says that he is."

"I think so," she replied, "And just think, maybe you will get to be a woman in bed."

I said with a smile, "And you get to have sex with another guy."

She looked at me, "But he never will be as good as you," and we kissed.

The next week I went over in my head what I was going to say to him. Kelli told me that it was okay to tell Tim about her and of course I was going to tell him about me. Saturday night we met up with them at the club and I had on a dress that was sexy, but not trashy. Neither Kelli nor I went for that kind of look. Tim was skinny, about my height and had light red hair that was parted in the center and long enough that he could have had it in a ponytail. He also had a diamond stud earring in his left ear. The night was fun, we did our usual dancing together and with other people at the club and I had one fast dance with Tim early on. Later the girls headed out together to dance and I noticed that he was pulling at something under the back of his shirt.

I asked, "First time out wearing a bra?"

His eyes got big and he replied, "Yes, I guess that Jenna told you."

I laughed and said, "You get used to it and in a place like this, nobody will notice unless it's a slow dance and she is rubbing your back."




More Lessons with Kelli Ch. 02



Tim answered, "That is why I have only been slow dancing with Jenna." Then after a pause he asked, "So what is the deal with you and Kelli? Jenna said that you two live together. Are you lesbians? Not that it bothers me."

"Not quite lesbians," I softly answered, "Kelli is like Jenna. I met her before she completed her transition to become a woman." With a look of surprise, he turned his head and looked out on the floor where they were dancing and I added, "As for me, my breasts are real, well sort of real, but I don't take hormones and I still have my full package and plan on keeping it that way."

He looked at me asked, "Are you gay? That's cool. I don't know if Jenna said anything or not but I did some of that back in college."

I replied, "I have only been with one person that had man parts and that was Kelli. We never considered it being gay or queer, we were just making love to each other. But I haven't ruled it out if the right person comes along."

Tim asked, "Were you mad when she went and did it?"

"No," I said, "Because I knew that she wanted to be a woman all along and it has been great."

He smiled and asked, "Do you dress as a woman all the time?"

I laughed and replied, "Pretty much except for work. I have an antiques store in a small town ten miles from our house that I have run for years now and the local gossips would have a field day if I showed up as a woman. I have been wearing bulky shirts and sweaters to hide my breasts but it will be getting too warm for that, so I am opening a new one in another town and I will be running it as a woman."

Tim said, "That is kind of neat, but I don't think that I could do that."

"Just do whatever you feel comfortable in doing and have fun," I replied and then as a slow song started, asked, "Would you like to dance?"

He looked out on the dance floor but Kelli and Jenna were already close together and moving to the music and after a few seconds replied, "Why not."

We got up and moved out to the dance floor. He wasn't real close at first, but as I steered him to where the girls were dancing, I pulled him tight against me. Tim got a funny look on his face and I could tell that he was trying to keep from getting an erection but the little man has a mind of it's own and soon I felt the hardness of his cock against me.

I said, "Feels nice."

He asked, "Aren't you hard?"

I replied softly, "I keep it under control until I need it." I gently moved his hand down to my ass and said, "Don't be bashful."

He started squeezing it, then I started moving gently against his cock, and I knew that the girls were watching.

Tim said, "This is so weird, but it is pretty hot."

I smiled and answered, "Yes it is. I know that Jenna told you that sometimes she has fun with us and tonight, we would like to invite you as well."

He looked at me and said, "I am guessing that everybody is in the same bed."

"Yes," I answered, "But you don't have to do anything that you don't want to do, but I am sure that it will be a lot of fun," and moved some more against his cock.

"What the hell," he answered with a smile.

The song started to finish and I said, "Great. Now kiss me."

He hesitated a little but then he moved his lips close to my lips. At first it was soft but it got pretty hot and our tongues danced until the song ended. I took his hand and we walked back to the table as the girls got there at the same time.

I winked at Kelli and Jenna said, "I thought that we were going to need a bucket of ice water and a crowbar to get you two apart."

Tim was a little embarrassed as we laughed, but then I said, "He wants to come with us tonight."

Kelli said, "That is great Tim and I know that you will have a good time."

He said, "This is really strange, but I don't know, it sounds like fun."

Kelli answered, "Believe me, it will be great fun," and Jenna said the same.

On the way back our house I told Kelli about our conversation and added, "He seems like a cool guy. I can see why Jenna likes him."

She replied, "Yes, I think that too. Now, what should we wear?"

I thought for a second and at the same time we both said, "The corsets!" and laughed.

Kelli had found a place online that made them in custom sizes and had gotten one for each of us. Mine was hot pink with black lace and trimmings and her corset was baby blue with black lace. The tops came up to just below our breasts and pushed them up a little but the nipple areas were fully exposed and the bottom ended a little above our pubic hair. She had surprised me with them one evening after supper and we went up and tried them on. Kelli fixed our hair up into buns on the top of our heads and topped those off with small black elastic nets. She had also ordered black satin neck collars and lace gloves that had a loop which slipped over our middle fingers and went up our arms. The final touch were black fishnet stockings that attached to the garters on the corsets. We looked at ourselves together in the mirror, then looked at each other and Kelli looked so sexy, that we took them for a very long and sweet test ride. 

I said, "I just hope that we don't scare him!" and we laughed some more.

We had a round of drinks down in the living room, but soon headed upstairs. Kelli and I got into our outfits and just as we got finished there was a knock on the door. Jenna walked in first wearing one of the sheer nightgowns that we kept over there and Tim had one on as well. She was naked underneath but he was still wearing his bra, which was pink and a matching set of lace panties, along with white stockings. Jenna had put some makeup on him and pulled his hair back with a couple of fancy berets. He looked very uncomfortable at first but once he saw us standing there, he smiled.

Jenna said, "So those are the corsets that you told me about. Both of you look so damn hot."

We walked up close to them, Tim stared at my breasts for a little, then looked over at Kelli's breasts.

I reached down, took his hand and after placing it on one of mine said, "You can touch," and the girls laughed.

Kelli took his other hand and placed it on her breast and added, "We are here to have fun."

He played with both of our breasts for a little and asked, "So what is the deal tonight?"

Jenna laughed, took Kelli by the hand and as she led her over to the bed said, "You figure it out."

Tim looked at me and said, "I guess I should have known."

I asked, "Are you okay with this? and he nodded his head yes so I said, "Kiss me," and he got closer and did that.

His cock was hard as it lay sideways in his panties and my cock got hard as well as I pressed against him. This time he had no hesitation about reaching down and playing with my ass and I did the same with his. After a couple of minutes like this, I took his hand and led him to the other side of the bed, where after we got in, the kiss resumed. He spent some time playing with and sucking on my breasts.

I heard Jenna say, "He does like his boobs."

Kelli added, "Like somebody else I know!" and we all laughed.

While he was sucking on my breasts, his hand moved down and he gently stroked my cock and balls. I moved my hand down his chest and after pushing the waistband of his panties down below his cock, I did the same. His cock was just as Jenna had described it, long and slender but the head was thicker than my cock and it was a lot bigger than Kelli had been and even bigger than the strap-on that she now made love to me with. But I decided that at some point that night, that I wanted him inside of me. I hadn't thought about having sex with another man at all since Kelli and I had last done it that way, but I was pretty much caught up in the moment. I took the initiative and moved down on the bed, he rolled on his back and after looking at his cock for a few seconds, I started sucking it. I glanced over at the girls who were still having some finger fun and of course they were watching me. I could get about half of his cock in my mouth but that was good enough as I sucked it and fondled his very large balls through the panties.

I heard Jenna say, "If I didn't know any better, I would swear that Elaine has done that before," which got a laugh out of Kelli and I smiled as well.

His precum start coming out in little spurts as I sucked and while it tasted different from mine, it wasn't bad and I took my time. I was enjoying doing it probably as much as he was being on the receiving end. After several minutes, I started going faster and pressed my tongue tightly against it.

Tim said, "You had better stop."

I stopped, looked up at him and replied, "Silly boy, I want you to cum in my mouth," which got another round of giggles from the other side of the bed.

He answered, "Okay," and I resumed my sucking.

Tim started moving his cock a little like he was fucking my mouth and I could hear his breathing get heavier. His cock throbbed and he filled my mouth with a long shot of sperm. I swallowed it as two more heavy blasts poured out of him followed by a few light after spurts. Of course by this time Kelli had moved down between Jenna's legs and was eating her but she stopped and they both watched as I sucked him until he was soft. I reached over to Kelli and held her hand for a second, she smiled and then resumed working Jenna to her first climax of the night. I pushed Tim's legs flat on the bed and crawled up on top of him so that my face was close to his.

He looked at me for a few seconds and I said, "You had better kiss me otherwise that is the last blow job that you will ever get!"

Tim and the girls laughed then he reached up and pulled my lips against his. Our mouths opened and our tongues danced for a long time, during which I heard Jenna climax.

He said to me, "That was pretty good."

Jenna replied, "You had better not be thinking that she is better than me!"

He got a scared looking on face, reached out, took her hand in his and said, "No, no, no, not at all."

I laughed and replied, "Lighten up, we are here for fun and nobody gets jealous."

He looked at Jenna who stuck her tongue out at him with a smile and said, "I see that now. Well I guess it is my turn."

After another long kiss we switched places as the girls did the same. 

I moved over and gave Kelli a kiss, and she pulled my head down and whispered, "Was it nice?"

I whispered back, "It was, but not as nice as the first girl that I loved that way."

She smiled and after another kiss I lay down and we held hands. Tim lifted my legs up and after looking at my cock for a little, began to suck it. His technique was a little different than mine but he did have more experience than I did. He took his time and I could tell that he was having fun. A few minutes passed, then Kelli squeezed my hand, then placed a finger to her lips after which she reached under the pillow and handed me a tube of lube. She pointed down towards Jenna and I smiled, slid the lube under the pillow that I was laying on, and rolled over a little to kiss her again.

By this time, Tim was going faster and I started getting close, so I said, "Stop and get on top of me."

"Is something wrong?" he asked me as we got face to face.

After a kiss, I answered, "No, not at all, but, if you don't mind, I would like to finish this someplace else," and I reached up and showed him the lube. His eyes got really big and I added, "But that is entirely up to you and if you don't want to, that is fine with me."

Tim thought for a few seconds, looked down at Jenna, then at Kelli, before looking me right in eye and saying, "What the hell, it's not like I'm a virgin," which got a laugh from everyone. He added, "But it has been a while."

Jenna, whose face was still between Kelli's legs, said, "There isn't a whole lot to forget!" which got another round of laughter.

I pulled him down for a kiss and he was hard again already. I gave him another gentle kiss and he moved to the side of me on his knees. He lowered his chest on the bed, and I got behind his ass. Jenna and Kelli had switched places again and Jenna had moved over close to Tim. He shifted a little so that they could kiss as I slid his panties down to his knees. After reaching to the nightstand and getting some tissues, I lubed his ass, first with one finger, then two, and afterwards, I coated my cock and got into position.

I asked him, "Are you ready?" and he nodded his head yes.

I went in very slowly until just the head was in and I waited a little. Tim looked back at me and again nodded his head. I moved in slowly until I was halfway in and after a pause, I pushed until my pubes touched his ass cheeks. I heard him sigh a little and he turned and smiled at me. I started screwing him slowly, maybe going two thirds in and out, and it felt really good. I kept this up for a while and I felt him shiver a little.

I stopped and asked, "Are you okay?"

Tim looked back and answered with another smile, "Oh yes. It feels really great."

I resumed and went a little faster. I felt something brush my balls and looked down to see Jenna's hand underneath us. We were both breathing heavy and I was getting close to cumming. Tim must have sensed it as well, because he reached back with his hands and I took them in mine. I hit the point of no return and pushed in as I came. Tim squeezed my hands, clamped his ass tight around my cock and shivered again.

I heard him moan, "Oh yeah, oh yeah" as my sperm kept pumping into him.

He relaxed his grip on my cock and let go of my hands. After a few seconds he slowly turned his head and looked at me with what are known as lover's eyes. Jenna pulled her hand out just as Kelli brought her to another orgasm. My cock slid out and as I moved back, Tim straightened up and kissed me hard. After another long look and a nod of his head, I went to the bathroom to wash off and take one of my pills for the next round with Jenna. I headed back to bed and the girls decided that they needed a bathroom trip as well.

I lay down in the middle of the bed facing Tim and he said, "I have to tell you that was really nice. One of the reasons I gave up doing it with guys was because everybody used to just plow in and hammer away. This is the first time that I can honestly say that I enjoyed having my ass fucked."

I replied, "Thank you, but just for the record, we don't use the fuck word here, well other than Ann."

He smiled and answered, "Okay, yeah I get it."

I said, "Just please be careful with Kelli."

Tim replied, "Yes, Jenna said that she isn't as deep as she is. Don't worry, I won't hurt her."

"Thank you," I answered and then asked, "Is it true that you can cum three times in one night?" as I looked at his cock which was still fully erect.

He laughed and said, "I swear, sometimes I think she took out a full page ad in the newspaper! But yes I can."

I said, "Good because I'm last in line. But I will tell you, you are bigger than anything else that has been in there."

Tim moved closer, kissed me and softly said, "I will be extra gentle and if it hurts too much, just say so and I will stop."

I heard Jenna say, "Damn it you two, why don't you get a room," and we all laughed. She got in the bed next to me as Kelli lay down behind Tim and said, "But not now because we have other plans for you."

Tim and I looked at each other, kissed again and rolled over facing the girls.

"Is this better?" I asked Jenna.

She reached down to my cock, which was still soft and answered quietly and very passionately, "It will be, once you start making love to me." Then in almost a whisper she added, "Kelli will be okay."

I answered, "I know she will be."

Jenna asked, "Are you going to have a taste?"

"Yes," I replied, "I'm a little nervous because he is bigger than anything else that has been in there, but I want to try."

She answered, "Trust me, I have never been with anyone as nice as Tim and you will enjoy it," and with that we kissed and just let the passions flow.

I was focused on her but I still glanced over once in while at what they were doing. Kelli eyes met mine for a second as Tim ate her to a climax while I was doing the same for Jenna. I stayed down there long enough to watch Tim lube his cock and her pussy, before slowly and very carefully going inside of her. Kelli's eyes got wide from the new found pleasure of making love to only the second man that she had ever been with. Tim had left the lube in the center of the bed and after taking care of both of us, I buried myself both in Jenna's cunt and the passionate pleasure. Kelli had been holding herself back from yelling as she came while Tim was eating her but I heard her climax loudly and I looked over to see Tim's thumb working her clit since he couldn't get all the way inside of her.

Kelli looked over at us and with smile said, "Oops!"

We laughed and Jenna said, "Just let it rip," and while she usually was pretty quiet when I made her cum, the next time she put on a big and loud show.

I asked her, "It wasn't that good was it?"

She answered, "They are always that good," and drew me back into a kiss.

This went on for at least fifteen minutes and I heard Tim ask Kelli, "Ready?"

I looked at Jenna and she nodded her head yes and all four of us climaxed at about the same time.

Jenna said, "Sweet," as she wiggled her hips a little while I was sliding out.

I turned towards Tim who was still on top of Kelli and said, "Time to clean up the mess," and he gave me a funny look so I added, "Come here."

He moved towards me on his knees and I lifted his nightgown and cleaned his cock off with my mouth.

We kissed and he said, "Okay," and did the same to me.

I pointed to Jenna and said, "The best part is over there," and I moved past him and settled in between Kelli's legs.

He must have been hesitating a little because Jenna said, "You heard the lady, get down there and lick."

Tim shook his head but down he went. I licked and cleaned Kelli of the surprisingly large load that he had left in her and after bringing her to an orgasm at the end, I moved on top and we kissed.

She pulled my head down cheek to cheek with her head, hugged me very tightly and whispered, "I love you with all of my heart and soul."

Also in a whisper I replied, "I love you too with all of my heart and soul," which were words we shared with each other every night. 

Kelli said, "It was nice and he was so gentle. I'm glad that Jenna found someone like him."

Just then we heard her loudly say, "Do you need an instruction manual? Get back there and finish the job!" We looked over at Tim who was sitting back on his knees with this wild look on his face, but he shook his head, got back in, and in a minute she climaxed and said, "Much better."

We all laughed and Tim sat up between her legs and laughed as well, then he looked over at us and said, "This has been a very strange night but it has been a lot of fun."

Jenna looked over at us and added, "Wait until he meets Ann," and all of us laughed again.

Tim headed to the bathroom and Jenna followed him. Kelli gave me a light push and I moved on my side and she snuggled up close behind me. She put her hand on my breast and kissed my neck as we waited for them to return. We heard some laughing in the bathroom and they came back and joined us. Tim was close to me and Jenna was behind him.

He said, "I sucked a lot of cocks back in college but that was first time that I have eaten sperm out of a pussy."

I replied, "I do it every night."

He looked back at Jenna who had this big smile and answered, "Well I guess I will be too!" and again laughter filled the room. He said, "Thank you for inviting me. I hope that we can do it again sometime."

Kelli answered, "Elaine and I had a great time as well and you two are welcome here anytime."

Jenna said, "Ann is going to be pissed when she hears that."




More Lessons with Kelli Ch. 02



I asked, "And exactly who is going to tell her?"

Jenna replied, "Not me."

We talked and laughed for a while and during this Kelli started playing with my cock and Jenna did the same to Tim. I was done for the night but it still felt good and Jenna's skilled fingers worked their magic with Tim and soon he was hard again.

Kelli whispered in my ear, "Have fun my love," and I turned my head for a kiss.

Tim and I moved close together and our lips met in a long kiss. He played with my breasts and I took over stroking his cock. Feeling that big knob at the end did cause me to have some second thoughts about what I was going to do but I was committed to at least trying. He had been pretty gentle with Kelli and I felt that I could trust him. Jenna was still close to Tim and Kelli had moved back next to me.

We stayed like that for a while, then after a long kiss, Tim said, "Whenever you are ready."

"No time like the present," I replied.

I rolled over on my back, pulled my legs up, and Kelli lubed my ass and then Tim's cock. After he got up close and put his cock in position, he leaned down a little and I felt him against my asshole, which started to spread as he slowly moved forward and there was some burning as the knob went in. He waited some and then slowly pushed in until I felt his balls hit my ass.

"Are you okay?" he asked.

I nodded my head yes and he slowly moved back until he was almost all the way out and then back in again. After a couple of strokes, the discomfort was gone and the feeling was in a word, great. He placed his arms under legs, leaned forward some more and I put my arms on his back. We looked eye to eye for a while as he kept slowing screwing me, then he got closer and we kissed. I looked over at Kelli and she was smiling, not that laughing at somebody kind of smile, but one of love.

Tim went slowly for a couple of minutes, then he asked, "Can I go faster?"

I replied, "Yes."

He picked up the pace a little and my breathing got faster, and his cock felt great as he did. While I could feel all of it, it was that big knob traveling in and out that was providing the most pleasure.

After a couple of minutes more he asked, "Should I cum?"

"Whenever you think I am ready," I replied.

He smiled and kept that pace for another minute or so, then started going faster, but he was being gentle as he did it. It felt so good that I started humping back against him and he pushed in deep. Tim made a low growl, his cock throbbed in my ass and it got all warm and wet inside. He kept on pushing until he had dumped his entire load into me, then went in all the way and stopped. We looked at each other for a few long seconds before we kissed and stayed like that until his cock went down. He pulled out, got off of me, and as I set my feet back on the bed, I could feel the cum running out of my asshole.

Kelli said, "It's your turn to sleep on the wet spot dear," and we all laughed.

Tim gave me another one of those deep looks then headed to the bathroom and again Jenna went with him. Kelli cleaned up the bed and my ass with a couple of tissues and we rolled over facing each other.

After a long kiss she said, "You really liked that, didn't you?"

I replied, "It felt great, it hurt a little at the start but once he was inside, it felt good and he was so gentle."

She answered, "Yes he is gentle."

Just then Tim and Jenna came back to the bed and Jenna said, "Oh, look at the lovebirds," sounding a little like Ann.

I replied, "Sounds to me like you took one too many Ann pills today," and Kelli laughed.

Jenna answered, "It's a dirty job but somebody has to do it!" and we rolled over so that we were facing them and Tim and I were again in the center of the bed.

He asked, "So what is the deal with Ann, is she?" and he stopped as tried to think of the right thing to say.

I said, "She is a natural woman, although the first time I ate her pussy, I looked for a ball sack because she has a set of brass ones!"

Everybody laughed and Kelli said, "Elaine is being silly. What she is trying to say is that my sister is a spoiled brat."

Tim replied, "Sounds to me like she needs a good spanking."

Kelli and I just exploded with laughter and after I caught my breath I said, "Believe me, it has been discussed."

Kelli added, "And more than a few times!"

Jenna said, "I will be seriously pissed if I don't get an invitation to that party!"

I said to Tim, "Ann is a good looking girl, she has a great body, and comes to bed like it is going to be her last time, but it's only with her body and never with her heart."

Jenna replied, "Yes, I know."

Tim answered, "I have known a couple of girls like that, but that is usually more of guy thing."

I looked at him for a couple of seconds and then we both said, "Ball sack!" and laughed.

Kelli and I made a bathroom trip, then we were soon asleep and the next morning we got out of bed before they did and went downstairs to get breakfast ready.

She asked me, "So are you going to do it again?"

I replied, "Yes, but you can have him first."

After a long kiss I went back upstairs and woke them up. The breakfast conversation was light and fun and afterwards we went back to bed. Tim paired up with Kelli and I had Jenna. There was a long session of pussy eating followed by an equally long session of screwing and like the night before, Tim and I cleaned off each others cocks, before we traded places and cleaned up the sperm filled cunts of our loves. Then Tim and I got into a side by side sixty-nine and after he was rock hard again, he motioned to me to get on my knees and Kelli lay to the side with her head facing mine.

Jenna got behind me and said, "This time I have a cunt row seat!" which got a long laugh.

Tim entered me slowly and like before, was very gentle. At some point Jenna reached under me and was playing with my cock, which even though it wasn't hard, added to the to the sensations that his cock was giving me. Kelli and I kissed almost nonstop, one of her hands was on my breast and mine was down in her pussy. He took his time and the feelings as he moved in and out were even better than the first time and I got totally lost in the pleasure. This time he started cumming as he was going inside and I felt not only the throbbing but his cum shot as well. Afterwards they went back to the other bedroom and Kelli and I took shower together. My ass was feeling a little funky but I thought about all of the women that I had introduced to that pleasure including Kelli before her transition and well it wasn't that bad. After getting into our bras, panties and slips, we both put on blouses and casual skirts. They were finished before we were and were already waiting for us downstairs.

Tim looked at my outfit and asked, "You are serious about this, aren't you?"

I lifted my breasts and answered, "Kind of hard not to be with a set of these," which got a laugh from everyone then I asked him, "Are you going to love me and leave me or do I at least get a goodbye kiss?"

He laughed and we hugged and kissed while Jenna and Kelli did the same. Then we traded partners and I had Jenna in my embrace. They left and we took it easy for the rest of the day, but we did go upstairs and change the bed sheets. As we were doing that, I said that maybe we should get a bigger bed and Kelli agreed with me. Our bedroom is the master bedroom of the house and it is big, even the closet would be considered huge by a lot of folks but our collection of clothes had already spilled over into the closet of one of the other bedrooms.

I said to her, "What we should do, is get one of those big round beds." Kelli just looked at me and I went on, "And while we are at it, we could put a sex swing over in this corner, a spanking horse and maybe a flogging cross over on that side," as I pointed over to where I was talking about, "Plus a couple of large screen televisions on the walls with cameras so that everybody could watch what is going on."

Still with this serious look on her face she asked, "But where are we going to put the fifty-five gallon drum of lubricant?"

I answered, "We can just get a thirty gallon one and build it into one of the nightstands with a nice beer tap for a dispenser."

"But you do know what the problem is with doing all of this is?" she asked.

I laughed and replied, "Yes, we would never get rid of Ann!"

She laughed as well and answered, "Isn't that the truth."

On Monday we went bed shopping and the new king size one was delivered on Saturday. When Kelli had furnished the house, she had only done two of the four bedrooms, the third one was our exercise room or torture chamber as I liked to call it, and the last one was empty other than the closet. She ordered a couple of nightstands and a dresser for in there and had the delivery guys move our old bed into that room. That night we went out for supper and to listen to some music for a while before heading home.

Going up the stairs Kelli said, "You should take a pill tonight."

Which I did and we proceeded to spend the next hour and a half checking out just about every inch of the new mattress before christening it with a wet spot in the center.

After we had finished and were lying there, Kelli started laughing and I asked, "What is so funny?"

She replied, "You are such a bad influence on a nice girl like me."

I answered, "I know that."

Kelli shook her head and said, "I was checking out those sex swings this week."

"Did you order one?" I asked.

"Not yet!" she answered as we kissed and called it a night.



More Lessons with Kelli Ch. 03



Writers Note: Things just keep getting better and better so enjoy because there is a lot more to come or cum as the saying goes.



I was really looking forward to our next visit with Jenna and Tim. It was a very busy month with closing my old store and moving to the new one, which was going to be the final break with me living as a man, so any chance for some playtime was welcome. Jenna told Ann that we had all played together and Ann was pissed that she missed being there to watch me get my ass reamed as she put it. But Jenna didn't say anything to her about Tim's interest in wearing women's clothing. Tim and Jenna each had two jobs and their schedules were pretty full but she talked to Jenna the next Sunday and told me that it worked out that they both had Wednesday night and Thursday morning free. I said that I would love to have them visit again, but Kelli said that there was one little catch and it was that neither Tim nor me could have sex from Monday until Wednesday night.

Kelli said, "This is Jenna's idea. She knows that he will be extra horny and it should be pretty hot when you two get together."

Which I to agreed since a couple of days usually didn't bother me much but by Wednesday, I was getting regular erections under my panties as I thought about the night to come. Before they got there I put on a sheer black bra and panties, black garter belt and stockings, and topped it all off with a dark blue satin blouse and a tight black skirt. I thought about putting on a slip and I have a really sexy black one but I had my own plans for the evening and decided that it wasn't necessary. Kelli did my hair and makeup, and prior to getting dressed I painted my fingernails and toenails dark red. She went with a cream colored dress but other than the sheer stockings, had on lavender colored lingerie. With our dresses on, we looked very sophisticated and once they came off, we both looked very sexy.

They showed up at seven-thirty and to our surprise, Tim was dressed as a woman. He had on a light blue knit dress that was short and very tight, with buttons all the way down the front. I was sure that he was wearing pantyhose under it, but I could see a panty line as well. He had a bra on but it wasn't filled with anything. Jenna had found the dress at a thrift store and did a great job with his hair and makeup. He had gotten his other ear pieced and was wearing a pair of Jenna's long hoop earrings.

I said, "Wow, aren't we the picture of loveliness tonight. You look really great."

Tim pointed to Jenna and replied, "It was her idea."

Jenna answered, "It wasn't that bad now was it?"

He said, "No, but I was scared that somebody would see me, especially when we stopped for gas right down the street from the apartment and she had me put it in!" Then he added, "Both of you also look really hot tonight."

I replied, "Thank you, but if you like the wrapping, wait until you see the present."

We all laughed and headed off to the kitchen so that we could finish getting supper ready. Tim said that Jenna wanted him to go out on Friday night dressed as woman but he was really unsure about it.

I said, "The more you do it, the easier it gets and I'm sure that Jenna has a place in mind that she knows will be safe for you."

He replied, "That is what she said."

I answered, "Trust me, I was really nervous my first time out."

Jenna who had been our waitress at the restaurant that first night said, "Elaine looked like she was expecting somebody to walk up behind her and yell, hey everybody, this is a man!"

After a long laugh I said, "It got easier after that and well look at me now. But the worst thing was that first trip to the ladies room."

Tim looked at Jenna and answered, "I hadn't even thought about that."

She smiled and shrugged her shoulders as I replied, "The trick is that you have to be totally cool. Go in, do your business sitting down, wipe afterwards, wash your hands, and get out.

Tim asked, "Wipe?"

I answered, "The tip of your dick. Besides, you don't want piss stains on your panties and if there is someone else in one of the stalls and they don't hear you getting some toilet paper, it could be a giveaway," and the girls laughed hard.

He said, "I think I should be writing all of this down."

"Just make it a habit whenever you are in panties, either at home or out on a date." I replied and said, "Get in and out of there as fast as possible and never check anyone out. Believe me, you will see the strangest shit in those places."

Jenna laughed hard because she had heard this story before and said, "Wait till you hear this, this is great!"

I said, "A couple of months ago we went to this hotel for supper and dancing at the club there and about the middle of the evening we went to the ladies room. We got out of the stalls, went to the sinks to wash our hands and standing down at the end, there was this younger looking gal. She was a little chubby and had huge boobs and for some reason she had her top off and was trying on bras in front of the mirror. I snuck a quick look in the mirror at her and the next thing I know, she says, hey lady, what do you think of this one? I turned, looked at it and said that I thought it was very lovely. I started to walk away and she says wait, takes that one off right in front of me, puts another one on and says, what about this one? I said that it was lovely too. Kelli grabbed my arm, pulled me out of there, and we weren't ten feet out of the door when we both started laughing and I don't think we stopped for five minutes."

Kelli smiled as she said, "'The best part was a little later that night she came over and danced with us for a couple of songs!"

Tim was laughing as he replied, "I really don't know what I would have done."

I told him about a few more things that I had seen. Like the one gal who had her mini-skirt pulled up and spent some time adjusting her thong in the mirror, and this older lady, who while she was bent close to the mirror checking her teeth, let loose with a fart so loud that it echoed off the bathroom walls.

After the laughter settled down, Kelli asked Jenna, "You did tell him about keeping a few Tampax in his purse just in case somebody asks him for one?"

Tim's face got red and he said, "Oh my god."

I laughed and answered, "Been there!"

We talked some about what kinds of things that Tim could do to be passable and comfortable, all of which I had learned from Kelli. Jenna and Kelli had gone different directions as far as their persona as would be.

Jenna said, "I just wanted to be that hot chick waitress at the bar that everybody looks at and they do. I know I will have to grow up some day, settle down, get married, and pop out a half dozen kids or so," and again the laughter was loud and long.

Kelli on the other hand never wanted to be flashy or for that matter even noticed, except when it mattered. She had watched lots of old movies and modeled herself, not off of any one actress, but a collage of how they talked and walked and even dressed. She had found a stack of women's fashion magazines from the 1960's in a used bookstore, and had studied them over and over.

She said, "My older sister is a bit more sensible but Ann was always doing something wild with her clothes and I just didn't want that for myself. I am not knocking you Jenna because you are good at what you do and you are having fun. But I am happy with how I am and well," after smiling at me, finished with, "I am doing pretty good myself."

All in all it was a good talk and a lot of fun. Once in a while Tim and I would look at each other for a few seconds with that look that pretty much means one thing.

Jenna caught us doing it the one time and said, "Look at these two with the eye action. If I didn't know any better I would think that they are up to something."

I replied in a real sexy voice, "The only thing she had better be up to later is deep inside of me!"

Tim blushed again and everybody started laughing hard. A little later he asked how Kelli and I met, so we told him about her coming to me for guitar lessons and how things progressed after that. He said that he had played guitar and bass in a few bands, so after supper, I took Tim down to the basement. Before I met Kelli I had a small recording setup at my store for my own use which I had since moved to Kelli's house. We talked about music and that kind of stuff for a while, and I played him a couple of tracks that I had recorded.

As I got up from my chair, I saw that Tim was looking at me and as I walked over he said, "If I would really stop and think about it, this is so crazy."

I smiled and replied, "I gave up thinking that way soon after I met Kelli. Now it's more important to enjoy life and love and so what if I do it dressed as a woman?"

"I guess," Tim answered, "And even from the first time that I went to bed with Jenna knowing that she had been a man, it just felt right."

"I will tell you something, I don't live with Jenna and know her day to day, but after hearing about some of the relationships that she has been in, I really think that if you give it your all, she is going to do the same back and a lot more," I answered and added, "The rest, it was pretty intense the last time you guys were here but it was also a lot of fun and if you don't like getting dressed up as a woman, just tell her that."

He laughed and replied, "No, I am starting to really like this, although that is scaring me a little and I really like being with you and Kelli. I was nervous, but like being with Jenna, it felt so natural."

"That it does," I said as I moved close and gently kissed him. He hugged me tightly and started getting more passionate, but I stopped him and said, "Go easy. Kiss me like you are a woman kissing me for the first time."

Tim replied, "Okay," and we resumed the kiss and it was gentle but very nice. He put his cheek next to mine, and said, "I have to tell you, my balls feel like they are going to explode. It used to be that I would go a couple of weeks without sex with no problems but since I met Jenna, I am horny all the damn time."

I answered, "Just think how good it going to feel."

With a laugh he said, "If I think too much about, I'm going to cum in my panties," and I laughed as well.

I replied, "Do you know what I do? I don't think about having a cock or balls until I need them."

He looked at me for a while and said, "I never thought about doing that but anytime I put on panties I always get a hard-on."

I answered, "That goes away after a while." 

We kissed again very gently and went back upstairs. The girls were sitting close together at one end of the couch talking, so Tim and I sat at the other end.

Jenna said, "I think tonight is going to be very hot."

I replied, "We were discussing that."

Jenna answered, "I figured that you were."

Kelli said, "I think it is time that Tim had a proper name."

He replied, "Yeah, we have talked about that a little. I just don't know what to call myself."

I answered, "Just pick something simple that you would be comfortable telling someone else what it is. That is why I picked Elaine, it fits well with me being older and it is classy."

He thought for a little while, looked over at Jenna a couple of times, then once at me, before saying, "I like Beth."

Kelli replied, "I really think that name suits you and when you want to be a little more formal, there is Elizabeth."

Jenna added, "I think it is great."

He laughed and said, "Now all I need are boobs!"

I replied, "I have pair of D size ones upstairs that you are more than welcome to."

He looked at my breasts, then measured with his hands on how far out they would stick, before saying, "Thanks but they might be a little big."

I answered, "They are silicone and with some careful trimming you could get them down to whatever size you want."

"Worth a try," he replied.

Kelli went and mixed us a round of drinks and the conversation was light and fun. Tim, now Beth, and I made out a little as we talked and the girls were doing the same.

Around nine-thirty, I looked over at Kelli and she nodded her head yes, so I said, "I think it is time." We all headed upstairs and when we got to the top I said, "I would like to do something different tonight."

Jenna asked, "What?"

I answered, "I think that nightgowns would be nice, but why don't we undress each other first."

Kelli answered, "That sounds like fun."

Jenna went over to the other bedroom to get a couple for them and Kelli got a couple of our long ones out of the closet. I lit the candles, turned out the lights, and got some slow jazz playing on the stereo.

Jenna came back with their nightgowns and said, "I see that you got a new bed. I'm surprised that you didn't get one of those nice big round ones."

Kelli and I laughed, and Kelli replied, "I will tell you all about that later.

Jenna answered, "Okay," as she set the nightgowns on the end of the bed and got close to Kelli.

I moved tightly against Beth and we started dancing. We kissed and touched, then kissed some more. I made the first move as I unbuttoned the top of her dress and Beth did the same with my blouse. I figured that the girls were doing the same but I wasn't really watching them. Soon my blouse was completely opened and her dress was unbuttoned down to her waist, then she opened the cuffs on my blouse and slid it off of me.

I whispered, "Just drop it," which she did.

I pushed her dress off of her shoulders and our bras touched as we kissed again. I felt her hands at the clasp of mine and I did the same with her bra and we just let them drop. Our breasts touched and Beth let out a soft moan of passion. She felt around until she found the button at the back of my skirt, which she opened along with the zipper and carefully, pushed it down over my hips. I finished removing her dress and Beth played with my ass for a while. Under her pantyhose she had on pink boy short panties and there was a noticeable wet spot from her precum but by then, I had one on my panties as well. I gently rolled down the top of the pantyhose and helped her get out of those and she undid my garters and slowly pushed my stockings down my legs. We stroked each other's cock through the panties, then my garter belt and both of our panties hit the floor. We got close and as our bare cocks touched, she let out another low moan. We danced and kissed for a while then I went to get our nightgowns and Kelli was at the bed getting their gowns.

We kissed and she whispered, "That was so beautiful and very hot."

After another kiss again I returned to where Beth was standing. I put the sheer purple nightgown on her and handed her mine, which was ivory in color with lace cups that clearly showed off my breasts, and we resumed our dancing and kissing.

After a couple of minutes I softly said, "Make love to me Beth."

She took my hand and led me to the bed and the girls moved over there at the same time. We got in and resumed our kissing and foreplay. After spending lots of time on my breasts with her hands and mouth, she slid her hand down until it came to rest on my cock, but I pulled it away and shook my head no.

Beth looked at me with a puzzled look and I said, "Forget that it is there. Right now I am a woman."

She smiled and this time she reached down, moved my nightgown up and traced her finger down the side of my leg and into my crack until she touched my asshole. She lightly rubbed around it and pushed against it a couple of times, before she reached back and got the lube and some tissues. I watched as she put a little on her middle finger, which she returned to my ass. After rubbing it around the outer edges, Beth put some more on her finger, set the lube down and I felt her finger once again, but this time she slowly pushed it in. I brought my legs up a little, we kissed as she fingered my ass and I closed my eyes as I savored the sensation.

A minute passed and I heard Jenna say, "That is so damn hot that if I still my cock, I would have cum twice just watching you girls."

The sound of laughter went though the room and after a little more fingering, Beth softly said, "It is time."

I watched as she got between my legs and lubed her cock and in the dim light the head looked even larger than the first time. As she got close, I pulled my legs back, and felt it against my ass. I closed my eyes as she slowly pushed in and it did feel bigger but this time it felt so good going in. I opened my eyes and she put her arms under my legs and I placed mine on her back. She moved very slowly with long strokes that traveled the distance of my ass and I could tell that she was fighting the urge to cum. The room was quiet except for the sounds of the girls making love, they had switched to a sixty-nine with Kelli on top, but I could see them glancing over and watching us. I heard Jenna climax and then Kelli, but I was too lost in what I was feeling and as more time went by, Beth was really fighting to hold back.

I pulled her down, kissed her and said, "Fill me."

She pulled her cock about halfway out, pumped faster, and pushed in deep just as she started to cum. I felt the throb and my insides were flooded with her sperm and my breaths kept pace with her cock as each stroke released more inside of me. If Beth had gone on much longer I might have climaxed myself it felt that good. She went back to long slow strokes, and we kissed until her cock went down. Our eyes locked on each other and the look in her eyes was every bit as intense as the one that I had in mine.

I looked over at the girls who had gotten quiet as he moved off of me, and headed to the bathroom and said, "You wanted hot, right?"

Kelli moved off of Jenna, crawled over to me and kissed me long and deep before saying, "That was unbelievable."

With a smile I replied, "You should have seen it from where I was sitting," and we laughed.

Jenna shook her head a few times and then walked into the bathroom while Beth was still in there. There was a puddle of sperm collecting under my ass, so Kelli got some tissues, wiped up the bed and then my ass, before taking a clean one and putting it against my asshole.

With a laugh and that wild look in her eyes she asked, "Should I get you a Tampax?"

I laughed as well, but I didn't answer, then we kissed some more as Jenna and Beth came out of the bathroom smiling and laughing. I decided to go wash up a little and Kelli went with me.

We kissed and she said, "You really got into that, didn't you?"

I replied, "It was pretty intense, but I still love you and only you."

Kelli answered, "And I still love you and only you," and after another kiss we were back out in the bedroom.

Beth was waiting for me on the same side of the bed where she had made love to me and the foreplay was pretty much a repeat of what she had done to me. I didn't touch her cock or balls, well, not intentionally, but I stroked the insides of her thighs and played with her ass cheeks from between her legs. I took a lot of time as I lubed her with one finger, before adding a second one and the kissing between us was almost nonstop. The girls had resumed their play and I knew that they were watching the show. After I finished with that, I wiped my fingers on a tissue and Beth started to get on her knees, but I gently pushed her on her back. She pulled her nightgown up a little before lifting her legs as I was lubing my cock, but I moved it back down to cover her already hard cock as I got between her legs. We looked at each for a few seconds and I slowly entered her.

Beth had been holding her breath as I did, then after letting it out slowly said, "Oh yes."

Between not having done for a few days, plus getting worked up as Beth's cock worked it's magic inside my ass, my cock was already feeling like it was ready to explode. I went slowly at first until I got things under control. Then I started going a little faster, and after a little while I started to rotate my hips a little as I went in and Beth's eyes got very wide.




More Lessons with Kelli Ch. 03



"That feels so damn good," she said in low voice then added, "Keep doing it."

Which I did for a while longer and then tried something different. I slid my cock back until it was almost out, then pushed faster for a few strokes but not too deep, then slowly buried it all the way. I did this a number of times as well before going back to the grinding motion.

Jenna and Kelli were back in a sixty-nine with Kelli on top and Jenna's head was down by Beth's ass so that she could watch.

I heard Jenna say, "Look at Elaine work that pussy," which got a round of laughter.

I looked at Beth whose face was red with embarrassment and after I leaned down and kissed her, "Just ignore those two, they are just jealous."

Jenna called out, "But not for long!"

I shook my head and got back to business. Sometimes when I leaned down for a kiss I could feel her already hard cock against me. A little after that while I was doing the shallow stokes inside her ass, Beth nodded her head and I went faster until I couldn't hold back any longer and pushed in as my sperm started pumping out. Like the first time I was inside of her, she let out a loud moan of pleasure and squeezed her ass tightly but I kept on pushing until I stopped cumming. We kissed until my cock slid out on it's own and I headed to the bathroom to wash and take one of my pills to get ready for Jenna. I was just about to leave the bathroom I heard laughter coming from the bed.

I walked back over to the bed and I asked, "So what is so funny?"

Jenna answered, "I was telling Kelli that we should tie you two to the bed tonight just in case you decide to elope!"

Kelli and her were in the center of the bed, Beth was lying behind Jenna and I snuggled in close to Kelli as I replied, "You are the one that wanted to turn up the heat."

She answered back, "Yeah but it was worth every second of it. Now tell me about that bed." Kelli and I laughed and then I told her, and Jenna said, "You know, if you do all of that, you will need a tow truck to drag Ann's ass out of here and probably mine!"

We laughed again and I replied, "Yes, we discussed that too."

In this childlike voice Kelli said, "I am such a sweet and innocent girl and Elaine is doing her best to corrupt me."

After another round of laughter, Jenna replied, "Like I would believe that for a second."

I pointed down at Kelli and said, "But guess who was checking out sex swings online the next week!"

"Not me," Kelli replied using the same voice.

Jenna said, "I have spent some quality time in one of those," then Beth sat up a little and looked at her and she added, "What? I told you the first time that we were in bed that me and the word virgin parted company a long time ago!"

Beth shook her head and laughed, then she leaned down and kissed Jenna as I did the same with Kelli for a while.

I whispered to her, "Have fun my love."

She whispered, "You too my love," and after another long kiss, Jenna and her traded places on the bed and Jenna got on her side facing me.

Jenna and I played for a while, kissing and talking, mostly about the previous scenes between Beth and myself. Kelli and Beth were doing the same but I figured since he ready to go again that it wasn't going to stay that way for long. We got into a side-by-side sixty-nine until my cock, from both the effects of the pill and Jenna's skilled mouth, was erect as well. Jenna got on her back, I dived in for more pussy eating and Beth had flipped around and had her face buried between Kelli's legs. The lube was sitting in the middle of the bed and after I was done eating her, Jenna got up on her knees, I wiped my cock down, and slowly slid into her cunt. I made love to her from behind for a while, before we got face to face with me on top. I had watched as Kelli had carefully lowered herself onto Beth's lubed cock and rode her for about the same amount of time and then they switched and were in the same position as us.

In a whisper Jenna said after one of my looks over at them, "I know how much you two love each other and I think that is really great that both of you can fuck someone else and not get all hung up about."

Also in a whisper I replied, "Neither of us is fucking anybody at present and we never have."

She laughed a little and answered, "I'm sorry, that is a bad habit. Both of you give one hundred percent no matter who you are with and I think that it is beautiful."

"That is just the way that we are," I replied as I kept slowly moving my dick in and out of her.

Jenna asked, "I do have a favor to ask of you. Can I get on that spanking list?"

I laughed and said, "I'm really not into that any more. Kelli asked me to spank her not too long after we first started up and I just couldn't do it."

She sighed and replied, "I understand that and I can't get Tim, oops, Beth, to do me either."

"There are worse things in life," I answered and added, "You could always spank yourself."

Jenna rolled her eyes and said, "That is about as much fun as tickling myself," then in a very sweet sounding voice asked, "Pretty please with sugar on top?"

I smiled and replied, "I will think about it," then I asked her, "Ready?"

"Go for it," she answered.

I went faster and worked my groin against her clit and soon she climaxed. I wasn't in any hurry to cum and we made love like this for a long time. Kelli and Beth finished up before we did and they rolled on their sides and watched us go at it. 

At the end, I whispered to Jenna, "Ready to get knocked up?"

She laughed and replied, "Give it your best shot!" and I did.

Beth and I met in the center of the bed to suck the sperm off of each other's cocks, then buried our faces deep inside the warm sticky mess of our loved one's pussies. After the cleanup, we all took a break and talked and laughed some more, but it wasn't too long before Beth was ready to go again. I started things off by sucking her cock as she lay on her back and I was thinking about finishing it that way, but it was just too tempting to get on my knees and offer my ass to her again. I thought that she would go pretty quick seeing as how close my mouth had gotten her to the edge, but it turned into a long and sweet ride before she filled me again with her hot seed. There was a last round of bathroom trips and we all settled in for a much-needed rest.

Kelli arranged to go into work at noon and Jenna and Beth had to leave by then as well, so we had time to sleep in a little. I woke up to see Beth both enter and return from the bathroom with a full erection.

I said, "I see you have a little problem there."

She replied as she got back in the bed, "It went down after I pissed, but I started thinking about last night and here it is again."

Kelli said in a very sleepy voice, "Go ahead and have some fun," so I picked up where I left things the night before and started sucking her cock. But after a few minutes Kelli said, "Don't finish until I get back," as she headed for the bathroom.

When she returned, Kelli knelt down along side of me and together we drove Beth close to madness as we licked and sucked her right to the edge and held her there for a long time before I brought her over the top. I caught the first shot of sperm and Kelli was waiting for the rest of it. Jenna slept though it the whole time, which we had a good laugh about, then Kelli and I went down to make breakfast and were soon joined by them.

There was only enough time for one quick session after that, and so I got on Jenna, Beth got on Kelli and that is how it started and finished. The only thing different was that instead of laying down next to Kelli so that their heads were at the same end of the bed, Jenna turned around so that we were looking at the business end of what they were doing. It was fun watching and about halfway through I felt fingers running up and down my ass crack and I looked back to see that was Kelli. She began gently playing with my balls and it felt so good that I told Jenna to do the same to Beth. Afterwards Kelli and Jenna did the clean up on each other while Beth and I got into a sixty-nine to take care of our end of the deal. She was hard again by the time I was done but we ran out of time so we showered and got ready to leave. Beth was surprised to see me come down the stairs in jeans, a sweater big enough to somewhat hide my breasts, and work boots. I wasn't wearing makeup, my hair was pulled back into a simple ponytail, and I had in a couple of small gold ball earrings.

Beth said, "Aren't we the stud today."

I signed and replied, "Only nine more days after this one."

Kelli added, "Elaine is really looking forward to it," and I was.

Over breakfast we had talked to them about the new store and moving day fell on the following Saturday which was our usual play date with them and of course Ann. They both offered to see if they could do to arrange to have Saturday off to help, which was great because it was going to be a long day otherwise. We parted with the usual hugs and deep kisses.

"Nine more days," I thought as I drove to the store, "Nine more days."



More Lessons with Kelli Ch. 04



Writers Note: Changes and more changes, but they are all for the good.



The big day arrived and it was time for me to make my final break with being a man. Kelli worked close to the town that we decided to locate the new store in and had checked out several places on her lunch breaks. Like too many small towns these days, there are plenty of empty storefronts, lots of them needed too much work, and some, the landlords were asking for rents that were just stupid considering how bad the economy is. But we finally settled on one that had been a clothing store at one point. It was three times larger than my old store, but the rent was only going to be a little higher. The place had dressing rooms, lot of built in shelves on the walls, and plenty of storage in the back along with an office area. Since we both had an interest in vintage lingerie, I was going to be selling vintage women's clothing of all kinds and this was the perfect place to do that. 

Several weeks before I filed the paperwork to get my name legally changed to Elaine. When Kelli changed her name, she had taken a new last name and I used that one as well. The process was going to take several months but at least it was in the works. For the time being, Kelli had the landlord put her name on the lease as well as the bank and utility accounts for the store. We rented it early in the month, which gave us time to do some cleaning, and painting as well as getting the landlord in for a few repairs. At the old store, I advertised a going out of business sale which got rid of a fair amount of inventory and a few days before moving day, I boxed up the rest of the merchandise that I didn't want any more and took that to a local auction. I had worked late every night for a few weeks, other than the night that Beth and Jenna had come to visit with us, and Kelli helped me in the evenings and on the weekends.

Ann drove down on Friday evening and she was in a really foul mood. Not so much at us, but it didn't take a genius to see that something was really bugging her. She seemed really out of sorts and her comments were at times nastier than usual. I couldn't put my finger on what it was and neither could Kelli as we talked about it before going to sleep. I really hoped that she was going to be out of it by the next day because with everything else to deal with, having to put up with a load of crap from her wasn't going to sit well at all. Jenna and Beth joined us early in the morning although Beth was in Tim mode for the day and I was in my man dress as well for the very last time.

Jenna introduced Tim to Ann and she said, " Finally, a real man! This is going to be fun tonight!"

He looked over at me and smiled, but he had been warned about her and didn't answer her, and we still hadn't said anything to Ann about Tim turning into Beth once this was all done. I rented a truck and it took two trips to get the store cleaned out, but I was really glad that Jenna and Tim were there to help with the heavy stuff. Ann bitched, helped a little, and bitched some more, but she was more or less along for the ride. I heard her ask Kelli why we just didn't get a moving company to do all of this and I was going to let her have it, but Kelli moved her away from me. When all that was done, the last trip there was to give the old place a good cleaning and call the landlord, who after making a quick trip through, gave me a check for my deposit as I handed him the keys. By then it was getting near suppertime and after returning the rental truck, we headed back to the house.

Kelli and I decided that it was going to be too much to go out after a hard day's work and everybody, well except Ann, agreed so after we got home, we all showered and changed into nicer clothes. I put on a nice skirt and blouse combination, with a matching light blue bra and panties underneath and finished it off with sheer stockings. Kelli went with a casual dress and the same color lingerie as I was wearing. Ann was already waiting downstairs in a tight top and slacks and we started making supper. Kelli and I are good cooks and it is something that we always have fun doing. A few minutes later Jenna walked in wearing one of her mini-dresses and was followed by Beth. She had on a short, light yellow dress with small flowers that flared out at the center of her ass and had buttons all the way down. She had done something with the false boobs that I had given her because her breasts while not overly large did have a pronounced bump to them. Jenna had done her hair and makeup and like me, she had a fresh coat of polish on her fingernails. I saw the tops of white stockings as she sat on one of the stools and all in all, she really looked great.

Ann looked at her, then looked at me, looked back at her and said, "Son of a bitch, you guys could get the Pope to wear a bra and panties!"

I looked and her and replied, "I heard that he does!" which brought a round of laughter, then I said to Beth, "That is a very pretty dress."

Beth replied, "Thank you. I found this and a couple of other things at a church rummage sale for two dollars each." She laughed and added, "Of course they were a present for my twin sister."

"Good deal," I replied.

"That's a pretty dress," Ann said in a very cocky voice, "Listen to these two, they are worse than a couple of high school chicks!"

Which I sort of expected, but I let it pass and while she kept it up the whole time as we made and then ate supper, I decided to ignore her. Afterwards we had fun instructing Beth in the proper way to wash and dry dishes like a lady. We have a dishwasher but rarely use it since it just the two of us most of the time. Beth and I flirted with each other, which got some looks from Ann, but she didn't make any comments. Later out in the living room, Kelli and I got out our guitars and played a few songs and did a couple of duos that we had worked up. She passed her guitar to Beth who played a couple of songs as well and she does have a somewhat female sounding singing voice. Beth and I then jammed on a couple of songs and it was a lot of fun although Ann was doing her bored act through most of it.

We had a couple of rounds of drinks but Kelli gave Ann a dirty look when she went for her third. The second time that she had come to visit us and before we started going out with Jenna, Ann got really hammered one night and I mean sloppy drunk. We had to help her upstairs, Kelli undressed her and we hoped that she didn't decide to throw up all over the bed and room, which she didn't. The next morning at breakfast, Ann had the hangover from Hell and Kelli told her, that while she really liked having her visit, that getting drunk like that wasn't going to be allowed. Ann grumbled and growled but she agreed not to do it again. But I was in charge of keeping our bar stocked and knew that the fresh bottle of Ann's favorite brand of tequila was almost always empty after one of her visits and Kelli knew as well.

Before we went upstairs, Kelli got three nicely wrapped boxes from the hall closet and gave one to each of them. She had ordered corsets and all of the other accessories for them as thank-you gifts for helping us from the same place that she had gotten ours from. She even ordered new ones for us, mine was lavender with the same color trim and hers was white but with lavender trim and accessories. 

The one she got for Jenna was red with black, which got a loud, "Oh yeah!" from her.

Beth's was all pink and Kelli told the lady to make it like she usually did with the breasts exposed but to then add bra cups which could be removed if she ever got real breasts. Ann's corset was dark green all around which according to Kelli was her favorite color and Ann said that she did have a few corsets but nothing as nice as this one.

She looked at Kelli and said, "Thank you sis, this is so beautiful," and it sounded like someone else was talking because it was really genuine, but she spoiled it when she added, "Am I going to be fucking hot tonight!"

We put the guitars away, turned off the lights and headed upstairs. Beth and Jenna got dressed in the third bedroom that we had set up and Ann was over in her usual room. We told them to wait until we called for them because we liked taking our time getting ready. I had already done my nails earlier to match the corset and Kelli did my makeup a little heavier than usual. Our perfume was strong and a touch of it went between both of our breasts and down in our pubes. I went to the door and told them to come over. Ann had already gone to their bedroom and she walked out of it leading Beth by her cock and Beth just shook her head when our eyes met. We had told them how to fix their hair on top but Beth's hair isn't as long as the rest of us, so Jenna put her bun in the back instead of on top, but she still looked very sexy as she walked in. Jenna was just stunning in red and black and Ann, well despite what I thought about her, had a beauty in the green one that went way beyond just being hot.

Ann had brought her cell phone with her and said that we should get a family portrait, but knowing how many photos and videos of her were floating around the Internet, I said no way and everyone agreed with me. She got a little pushy about it, well that is until Jenna nicely reminded her about how fragile cell phones could be, so Ann gave up and handed it to her. I nodded with my head towards where our dressers were and she walked over and put it in the top drawer. Ann had already decided that she wanted first shot at Beth, so still holding his cock, she led him over to the bed.

After their last visit, Beth and I started chatting online when she had some time during the day. I filled her about what to expect with Ann and what I thought of her in general, some of which I never would have said in front of Kelli. I also told Beth about the trick that I used on her, where I would get her close a number of times but I wouldn't bring her off until she was ready to explode, which she hadn't heard of before. But Jenna knew that we were talking, as did Kelli, and Jenna was more than willing to let Beth practice on her. So Beth was ready for Ann when they got in the bed. 

After one time where Beth had done that trick while eating her, Ann looked over at me and in a nasty voice asked, "What are you two? Fucking twins?"

But I was busy making love to both Jenna and Kelli and I really wasn't paying much attention to what was happening on that side of the bed. The three of us got in to a triangle with my face at Jenna's pussy, her face was between Kelli's legs and she was sweetly licking my cock. After both of them climaxed they switched and Kelli nestled her pussy to my lips and Jenna took over on my cock. There was a lot of hand action as well and at one point I felt Jenna slid a spit-moistened finger into my ass. When the ladies climaxed a second time, we got untangled and Jenna decided that they would start off on their knees. I lubed both of them and my cock and starting with Jenna, I screwed her until she came, moved over to Kelli, then it as back to Jenna. They got on their backs, I made love to Kelli for a while then got on Jenna and shot my first load of the night deep inside as Kelli's fingers played with the both of us. About that time I heard Ann go off on a pretty wild climax and I figured that they were done as well.

Ann's way of saying thank you was to tell Beth, "Nice cock," and that was it.

Jenna went over to clean up Ann and Kelli got behind her and licked up my sperm. Beth and I got into our sixty-nine position and spent some time soft sucking.

I heard Ann and Jenna climax at about the same time, then Ann looked over at us and in that cocky voice said, "Will you look at the lovely pair of cock suckers."

I slowly counted to ten but not out loud, and decided for what had to be at least the twentieth time, that I wasn't going to ruin the mood of evening by getting into it with her. We fooled around for a while, then I went to the bathroom to get one of my pills. The girls were still playing so we got back to our bit of fun. Beth was already hard but it took a while for mine to come back. Once it did, Kelli came over to where we were, then as I moved over to Ann, Jenna joined Beth and Kelli as well.

I kissed Ann for a bit and the first words out of her mouth were, "And don't think of trying anything cute!" in the same nasty voice that she had used all weekend.

Despite an overwhelming desire to do just that, I kept things simple and right to the point. I played and fingered her to a couple of orgasms then settled in between her legs to eat her and again it was nothing fancy. Her cunt tasted even nicer with Beth's sperm adding to the flavor and I spent a long time down there.

But instead of being appreciative like just about any other woman would be, she asked, "What did you do? Fall in?"

So I moved up, put my cock where it was supposed to be, leaned forward and at the same time pushed in.

I started slowly screwing her and she said, "I guess that you are the last to be fucked tonight," and that was the final straw.

I stopped, looked right into her eyes and in a loud voice replied, "Ann, nobody in this bed has ever been fucked." She looked at me but she didn't say anything and I went on, "But we have made love to each other and we have tried to make love to you." Again I waited for a reply but she was still quiet and I finished with, "I just hope that some day you will learn to appreciate what that really means."

The room was dead quiet, as she looked at me for a while, then looked over at where the others were and I knew that they were watching, but I kept my eyes fixed on her. Her breathing got faster and she looked like a child that someone has just scolded for being bad. Long seconds passed and I saw tears starting to form in her eyes, then she let out a long slow breath, closed her eyes and pulled me down into a gentle and very passionate kiss.

Ann pulled my head down next to her head and said in a soft, almost childlike voice, "I am so sorry. So very, very, sorry. Make love to me please Elaine?"

I replied back just as softly, "It will be my pleasure," and that is what I did with long and slow stokes of my cock.

I looked over at the others and they were still watching us, so I shook my head a little and they resumed their play. Ann was totally focused on me, either with long and passionate kisses, or equally long and deep looks, or as she pulled my cheek next to her cheek when she climaxed. Some people can fake this kind of passion but I could tell that it was genuine and I gave the same back to her. At the end I told her quietly that I was going to do something and that it wasn't out of meanness, but just to make it all the better for her. She nodded her head yes and I brought her to the edge of climaxing three times. 

I went faster and as I did I said, "Hold it, hold it, hold it," then as I got to edge myself, I said, "Now."

My cock let loose with sperm and Ann just exploded. The first time I had done this with her it had been pretty intense, but it nothing like this one. She slammed herself hard against me, I felt her fingernails dig into to my back, which she pulled out and clenched her fingers in the fists, but she was still holding on to me tightly. Ann shook and rocked her body hard as I kept pushing with my cock. I don't know if it was one long orgasm or several back-to-back ones, but she just kept on climaxing until I slowed down and during all of this, she moved her arm down and pulled my face down so that we were cheek to cheek again.

I stopped, moved back a little, and saw that she was crying as she said, "I am so sorry. Oh my god that was so beautiful. Thank you," and then she repeated very quietly, "I am so sorry," several times.

I saw that the others had finished as I moved off of Ann and lay down on my side so that I was facing them. I rolled her over and into my arms, then held her as she continued to cry.

When it slowed down, Ann kissed me with another soft kiss and said again, "Thank you. That was so beautiful."

She moved away from me, got off the bed and walked slowly to the bathroom. Ann didn't look at the others, but Kelli got out of bed and went in after her.

Jenna got close, and after a kiss said softly, "Holy shit. That was unreal."

I smiled and quietly replied, "That wasn't what I expected. I was waiting for her to haul off and hit me. I guess that it was something that she needed to hear and nobody has ever told her before."

Beth was lying flat on her back on the other side and I kept a watch on the bathroom door. I saw Ann and Kelli come back out and while Ann wasn't crying, the look on her face and even the feel of the room was dead serious.

I decided to do something about that and I whispered to Jenna, "Just go with it." She looked at me, nodded her head, and I loudly said, "Time for some real fun!" as I reached down to tickle her foot.

Just as loudly she yelled, "Like hell you will!" and we started wrestling as I kept trying to tickle her feet.

Let me tell you, Jenna is strong and very fast. I am in the best shape that I have been in since college, thanks to Kelli's diet and exercise routine, but had this been a real tickle fight, she would have had me tied in a knot in fifteen seconds. Once in a while I would just touch one of her feet and she would start screaming like I had been tickling her foot and then it get pulled away and I would start all over again. I could hear the others laughing at us and after a couple of minutes I was exhausted, so I caught Jenna's eye and rolled on my back.

She sat on my stomach, pinned my arms to the bed and again in a loud voice, "The next time I am really going to kick your ass!" then she let go of my arms, leaned forward and after kissing me whispered, "Hey, that was a lot fun. We will have to do again some time."

I rolled my eyes, looked over at Ann and Kelli. They were sitting a safe distance from us and they were both smiling and laughing. Jenna got off of me and Beth came over to where I was laying. I was completely wiped out and I knew that from the combination of all the lifting earlier in the day and this little wresting match, that I was going to be feeling a lot of aches and pains the next day.

I rolled over facing Beth, we kissed and she whispered, "Jenna is pretty tough."

After a laugh I softly replied, "No shit! I knew that I was taking my life in my hands but I just wanted to do something to get the mood back."

She said, "It worked but I hope that you saved something for me."

With a smile I answered, "I hate to tell you this lover, but you are doing all the work tonight. I am strictly in pussy mode."

Beth laughed and said, "You are always in pussy mode."

I asked, "Are you complaining?" and we both laughed, then I reached down and played with her cock.

She wasn't completely erect at first but it didn't take long to correct that problem. I could feel the slickness of her sperm on her cock from making love to Kelli and since no one had done the usual clean ups, I bent down and took care of that delicious chore.

After a couple of minutes, I moved back up for another kiss and then got on my knees as Beth hunted for the lube which had gotten kicked off of bed during the wrestling match. One of the things that we talked about during our chats was that Beth liked doggy style best for both doing and being done, although she said that face to face was also pretty hot. My preference was for face to face, but there was something nice about being up on my knees and letting Beth totally take control. So we compromised, I said that I would start on my knees and would stay there as long as Beth wanted, but that when she got close to cumming, that she should pull out and we would get face to face. She said that was fine with her and that we would do the reverse when I was in the driver's seat.




More Lessons with Kelli Ch. 04



I looked over and saw that Ann, Kelli, and Jenna had gotten into a three-way sixty-nine. As Beth lubed me, I pulled a pillow down under my head, wrapped my arms around it, closed my eyes, and waited for her cock to enter my ass. I felt the first gentle push and my asshole swallowed her knob. I opened my eyes and saw that Ann had stopped playing with the other girls, and after moving over closer to us, was lying on her side watching us. At first her eyes were at my ass as Beth's cock slowly disappeared between my cheeks, then her gaze turned to my face. I smiled at her, she smiled back and I closed my eyes again as Beth began to work her magic with her cock. 

At first it was just long and slow strokes, but when she started rotating her hips a little, that just felt super great and I reached back with my hands and she grabbed them with her hands. I opened my eyes to see Ann still staring at my face and Kelli was lying behind her, playing lightly with her breast. The bed moved on the other side and we were joined by Jenna, who played with Beth's balls and my cock. It was felt so good and my eyes closed again as I savored every stoke. Finally I felt her slide out and that was my cue to change positions. I pulled my legs up high, Beth entered me again and took my legs in her arms, as my arms wrapped around her back. There was a long deep kiss and her cock resumed its love dance in my ass. Jenna lay down facing us and she played with my breasts and alternated kissing both of us. Sometimes her hand would go behind Beth to squeeze her ass and push her to go faster. I kept glancing at Ann and her eyes never left my face. Then Beth started to move in a way that signaled that she was ready to go, and I pushed my ass up to meet ever stroke and squeezed her cock as she went in with my ass. She came and let out a moan and I did the same as she emptied her balls inside of me. We kissed hard and then looked at each other with those now familiar lover's eyes.

I heard Ann softly say, "Wow."

Kelli replied, "They are pretty intense together and it is so beautiful."

Again Ann said, "Wow," as she shook her head in amazement.

Afterwards, Beth and Jenna went to the bathroom together, while Kelli cleaned up my ass and the bed. She then headed to the closet to get our nightgowns. We had decided after the last time that we had them on, that while the corsets were fun to play it, they weren't the most comfortable things to sleep in.

Ann watched her go over there and when she saw what Kelli had in her hand, she asked, "Kelli, may I please borrow one of your nightgowns tonight?"

Kelli replied, "Of course you may," after leaving ours on the side of the bed, went back to the closet and returned with a sleeveless teal green one that was trimmed with ivory lace.

Beth and Jenna came back to the bedroom, and as I got out of bed Jenna said, "Oh sure, make me sleep on the wet spot."

I laughed and answered, "Which one? There are only four to choose from."

"That's true," she replied as she lowered her ass on the one where Beth and I had made love.

Kelli said to Ann, "You can use the bathroom next."

But she replied, "Thank you but you two can go first."

So we went in and after getting undressed and cleaned up, we put our nightgowns on and went back to the bedroom. Ann went to the bathroom and I went around the room and blew out the candles except for the one on our nightstand. Kelli turned on the lamp, blew that one out and set the alarm. Beth and Jenna had to switch days with other people so that they could help us out today and they had to be on the road by nine in the morning. They had told Kelli that they would get breakfast on the way but she said that she would make it for them. I pulled the covers back on the bed and over those two, and got in with a space in the center for Ann. But I thought for a few seconds and looked at Kelli who was sitting on the side of the bed and I moved to the center. Ann came out of the bathroom and in the nightgown with her hair down, she looked so beautiful and she was even smiling a little as she walked to the bed. She got close and I patted the bed along side of me.

Ann looked at me and asked, "Are you sure?"

I replied "Yes I am," and after looking at Kelli who gave a nod off approval, she got in and snuggled up close with her back to me. Kelli turned off the lamp, got in close to Ann, then I pulled up the covers over all of us, reached over Ann until I found Kelli's hand and said, "Good night my love."

She said the same back to me, and then Ann said, "Good night and I love you both."

I kissed her on the neck as Kelli replied, "Always and forever sis."

I moved my hand back and gently placed it on Ann's breast, then I watched as she placed her arm over Kelli and I was sure that she was doing the same. Sleep came fast and easy that night and if Ann moved at all, I didn't notice it and I didn't move until the alarm went off. I sat up a little and looked at Ann, who was already awake, then Kelli reached up and switched it off.

I said, "Good morning love."

She replied, "Good morning love. If you two want to sleep in a while longer, I will make breakfast for them now and some for us later."

Ann answered, "I will get up with you."

I replied, "I might as well too," and I rolled on my back away from Ann.

Kelli went to the bathroom and as I sat up and my body reminded me immediately of all the exercise that I had gotten yesterday.

Ann saw the expression on my face and asked, "Are you okay?"

"Just a little stiff this morning," was my reply, but stiff was nowhere near what I was feeling. 

Kelli came out of the bathroom, went to the closet and after putting on her robe, came back over with my robe and one for Ann. I told Ann to use the bathroom first and after sitting up and giving me a gentle kiss, she went in and after she came out I grabbed my robe and headed in. I used the toilet, brushed my hair, and after putting my robe on, got out a couple of extra strength pain reliever pills along with one my other pills. I dropped the pills in the side pocket of the robe and Ann was in her robe when I came back out.

I went over the side of the bed where Beth and Jenna were sleeping and since Beth was closest to me, I gave her a couple of shakes and said, "Wake up girls."

Beth asked, "Gee mom, do I have to go to school today?" and Jenna giggled a little.

I answered, "If you are late one more time you are going to be grounded for a month."

Beth replied, "Mom, that isn't very nice."

Jenna said, "Okay you two. Knock it off. We will be down in a few minutes."

Just to be sure, I pulled the covers off then Ann took my hand, and we went downstairs and into the kitchen still holding hands. Kelli already had both coffee makers going. Beth and Jenna are big coffee drinkers and so am I, and since coffee makers are cheap, we went and got a second one after the first night they spent with us. They finally joined us at the breakfast bar still in their corsets and Beth of course had a hard-on.

I gave her a big smile and asked, "For me?"

Beth smiled and Jenna replied, "I told her that I would take care of it in the shower."

We talked all through breakfast but nothing was said about what had happened with Ann. She was laughing and talking with us but she was a totally different woman sitting there than before we went to bed. Beth and Jenna went up to shower and get changed while the three of us stayed in the kitchen and I waited a while before taking my last pill, figuring that the three of us would head back to bed after they left. 

They came downstairs and Beth had gotten into her man clothes so I asked, "Now who is the stud today?"

There was the round of hugs and goodbye kisses, and as Ann hugged Beth, I heard her softly say, "I am so sorry about the way I acted last night and it won't happen again."

Beth answered, "That is cool. I will be looking forward to the next time."

After they left, we were still in the front hallway, and I said, "I am ready to go make some more love."

Ann replied, "Thank you. But why don't you and Kelli go up, I am good."

Kelli went over to her, put her arms around her neck and after a gentle kiss replied, "If you don't want to join us, that is fine and we certainly won't force you. But Elaine and I would consider it an honor to have you come make love with us this morning."

Ann looked over at me for a second, I nodded my head yes, then she looked back at Kelli and replied, "No one has ever asked me so nicely and I would be a fool to say no," and they had another kiss.

We all went back to the bedroom took off our robes and nightgowns, and what followed was an hour of pleasure that had a passion that was beyond belief. Ann showed the same heart as she had to me the previous night to both of us as we made love to her. I alternated pleasuring between both ladies with my mouth and cock, but when I was inside one of them, the other was right there with their fingers between us adding to the intensity of the lovemaking. At the end I only brought Ann to the edge one time but held there for a long time until unloading my sperm into her cunt and her orgasm was every bit as powerful as it had been the night before. Afterwards her face had the afterglow of love but there was no crying this time, just smiles and kisses.

Ann went back to her room to get showered and dressed while we did the same in our room. She was ready before we were and stopped by the room to tell us that she would be down in the living room. Kelli and I both put on casual dresses and went downstairs. We walked into the living room and Ann was seated in the chair that she always sat in. Usually she would be sitting there with her left foot on the floor and her right leg draped over the arm, and it didn't matter if she was wearing pants, a mini-skirt with a thong buried in her crack, or that short robe with nothing underneath. But today, she had both feet on the floor and was leaning forward a little with her hands clasped together and her forearms resting on her legs. She was looking down at the floor as we walked in, then turned to face us as she heard us walk in and she had a very sad look on her face.

Kelli and I sat down on the couch opposite from her and Ann said very softly, "I want to apologize to both of you."

Kelli replied, "That isn't necessary."

Ann asked, "Please Kelli may I finish?" and Kelli nodded yes and she said, "You have welcomed me into your home, your lives, and even your bed. You have treated me with kindness, respect, and love, and I have repaid you for all of this by acting like a total shithead, and especially to you Elaine." She paused and after another breath finished with, "I am truly very sorry for my conduct and I ask both of you to please forgive me."

I looked at Kelli for a second and answered, "Thank you Ann. I really appreciate you saying that, but as far as I am concerned, the past is in the past."

Kelli added, "Sis, you have always accepted me for who I am without question or hesitation and believe me, you do not know how much that has meant to me and it still does. You are who you are, and I love you and have accepted you as well."

Ann drew in another long breath and in a voice that sounded on the verge of tears, she answered, "That is the problem. I hate who I am!"

With that, Ann opened up and talked for a very long time. Many people who have problems in their lives find it difficult to look at what is going on objectively. Ann however had, and she was honest and at times brutal in her assessment of the mess that she had made of her life. I could tell was that this had been building up in her for a very long time. But like a lot of people with similar problems, it had taken the right push to finally get her to confront it.

She talked about all the flings and one-night stands and how things had gotten to the point that she didn't enjoy having sex any more but yet she still did it. She talked about her job and how that had been the only thing that kept her from completely self-destructing. Ann,like Kelli, has a trust fund from her grandmother and didn't have to work, but she liked her job and was good at it, although she did admit to being a bitch there sometimes. I could hear the sadness in her voice as she said that, other than a few people that she worked with and some friends from high school and college, everyone else in her life was there just to party and fuck. I listened to every word she said and as she talked it evident to me that deep down inside, that she was very lonely and that scared her more than anything. Neither Kelli nor I said much during this and but I was glad that Ann had the courage to talk so honestly with us.

At the end, she finished with, "I don't know what to do, I really, really, don't know what to do?. Can you help me? Can you please, please, help me?" and she started to cry a little.

Kelli looked at me for while and then I answered, "Ann, nobody can tell you what to do with your life, ultimately that is going to be up to you. I can give you some advice but it will be up to you to decide what to do with it."

She replied, "Okay."

"The first thing that you need to do," I started with, "Is to stop fucking."

Ann rolled her eyes a little and then answered, "I know what you mean."

Kelli said, "We aren't saying don't make love. Last night and this morning, you saw how truly beautiful it can be, but save it for the people who are special in your life and not everyone that comes around."

Ann nodded her head yes and I added, "You are going to have to make a complete break with all the party people and it will be hard. Some might understand but most of them won't. But if you truly want to make a new start, it is going to have to be with people who see you for more than just a piece of ass."

The three of us talked for while and it was evident that Ann was listening to everything that both of us had to offer. I mentioned her drinking and she agreed that it was a major problem for her. Ann had been crying on and off the whole time and during one of those periods, she admitted that what had really set her off this weekend was that she was jealous of Jenna for having met Beth, even though she was happy for her at the same time.

She said, "I know it is stupid and petty. Jenna deserves to finally have a good guy in her life, well even if he does wear panties," and she laughed a little, but started crying again as she added, "I am so fucked up." Then she went back to how badly she acted towards us and me and finished with, "I am really surprised Elaine, that you didn't just haul me over your knee and give me a good spanking."

I answered, "It has been discussed."

Kelli added, "And more than a few times."

And just for a moment, the cockiness was back as Ann replied, "Oh well, I have been spanked before, it's no big deal," then she stopped and looked right in my eyes. Five, ten, then fifteen seconds passed and her tone and voice softened as she said, "Oh, you mean that kind of spanking." I slowly nodded my head yes and she asked, "And I would be sitting on a bag of ice for the next two days, right?"

I answered, "I am not that brutal, but you will be sore the next morning and there will be a lot of tears along the way."

She shuddered a little and replied, "Thank you for offering that, but I think I will try and work things out by myself."

I smiled and we went on talking. I told her that there were going to be a lot of lonely nights but that she could always count on us and that she was welcome here anytime. Kelli even offered to get her a key but Ann thanked her and declined. Kelli then talked to her about getting back to writing, which she later told me that Ann used to love to write poems and stories when she was younger and had even thought of trying it as career. The conversation moved to relationships and I said that I knew that she would find the right person and it might be a guy or it might be another woman. But Ann admitted that while she had said many times that she was never going to have kids, that deep down inside, she really did want to have a family someday, although the prospect of being a mother scared her a bit.

I said, "Even though I have only met her a couple times, I think you have a very good mother and she would be more than willing to help you with that."

The sadness was back as she replied, "I know and I owe her a big apology as well for some of the things I have done."

"Ann," I answered, "Forget the apologies. You really need to put all of this behind you and the sooner you move forward, the easier things will be for you. I really think the best apology that you could give your mother would be to show her that you finally are the kind of woman that she tried to raise her daughter to be."

Kelli added, "I am with Elaine on this. Mom just wants you to be happy and have a good life."

"There is someone special out there for you, I said, "You will just have to listen with your heart to find them."

Ann took in a long breath and with a sad face said, "I have to tell you something Elaine. From the very first time that I met you, I could not understand what Kelli saw in you. Even after the birthday weekend I was thinking, so what if you were a good fuck, she should really find someone her own age." She sighed a little and very softly went on, "I didn't fall asleep last night for a long time and as I lay there next to you, I realized how safe and loved I felt and it was so damn good. Then I realized that this is what Kelli feel's every night with you and now I understand. I really do understand." Tears once again started to flow from her eyes as she finished with, "You are so lucky Kelli and I really hope that one day, I can feel that safe and loved by someone."

I felt Kelli's head against my shoulder and looked down and saw that she was crying a little and to be honest, Ann's words were so moving that I was getting close as well.

I replied, "You will Ann, I know that you will."

She said, "Well I guess I should get going. Thank you. You have no idea how much this means to me."

Kelli replied, "If you want to stay the night, that is fine with us."

Ann shook her head no and answered, "I have a lot to think about and the drive will do me good."

We all got up, Kelli hugged her, and then I did the same, before she went upstairs to get her things. We didn't talk at all as we waited for her to come back downstairs and as we walked her to her car. After another round of kisses and hugs, she got into her car and drove off.

I heard Kelli let out a deep breath and I said, "I really think that she will be okay."

She turned and kissed me and answered, "So do I," and we went back into the house, and other than cleaning up the bed, we spent a quiet lazy Sunday afternoon and evening together.



More Lessons with Kelli Ch. 05



Writers Note: Things just keep getting better and better and as always, life is a lot of fun. Thanks for all the reads and emails. We both appreciate them. 

*

After Ann left on Sunday, we washed the few man clothes that I had left and put them in a bag to be left in a clothing donation bin. The organization that puts the bins out has a store thirty miles away from us, and one evening a few weeks ago, we drove down there to drop off most of my old clothes and to do some shopping. This place is pretty price savvy on the more collectible items but we got a few things and going through their clothing area, I picked up a couple of stretch slacks and pullover tops. There were going to be a few days at the new store where I was doing some painting and cleaning after I moved in and I didn't want to mess up any of my good clothing in the process. Monday morning arrived and after our usual routine of a half-hour workout, breakfast and a shower, we got dressed to go to work.

Before going downstairs, I took a look in the full mirror in our bedroom and Kelli came up behind me, kissed me lightly on the neck and said, "Welcome to the rest of your life."

I laughed and replied, "I never imagined that there would be a day like this."

She pulled me around and after a kiss said, "But it feels good, doesn't it," and that it did.

All of the fixtures from the old store needed work, some needed minor repairs, but it mostly was cleaning and painting them to match the colors of the new store. The first order of business was to get the office and computers set up. My Internet service was getting turned on that afternoon and we decided to go with a cellular phone for the store. Kelli came over on her lunch hour and we ate together although I teased her that real reason that she was there was to make sure that I ate my salad, rather than being tempted into checking out the pizza shop that was two doors down from us. For most of my life, salads and I had never been on speaking terms, but one of the few things that Kelli had ever asked of me when I first moved in with her, was that I get and stay healthy and so a salad eater I now was. 

By Tuesday evening things were starting to take shape, but there was still a lot to do. There is a flea market on Wednesday that is open year round that I gone to for a very long time as a man. That day I went down as a woman, although between the lightly tinted sunglasses, scarf and floppy hat, I probably wouldn't have recognized myself. The market isn't very full at that time of year but we had an unusually warm winter so there were more sellers there than normal for the beginning of March. I made a few purchases and afterwards headed down to a place that sold used retail displays and fixtures. We needed clothing racks along with a few other pieces for the store. The guy there was nice and the prices on the clothing racks I picked out were reasonable. There were a few other display fixtures that I decided that we could make use of and I looked through his stock of counters and display cases and decided on what I wanted there, although those were more expensive.

I asked him about hangers and he asked, "How many truckloads do you want lady?"

We walked to the rear of the warehouse and there was an area that had lots of very large boxes on pallets overflowing with hangers. I said that one of those boxes would be plenty but that the box wouldn't fit in the store. He said that they would repack them into smaller boxes and gave me such a low price that left a smile on my face. I couldn't haul any of this back, but one of his trucks was making deliveries in our area on Monday. The delivery change was fair and next Monday our displays arrived along with a lot more hangers than I was sure fit into just one of those boxes.

After the displays were in place, the store really looking good but it still needed a lot more merchandise. I went to auctions and checked out more thrift shops, spent a lot on gas, but I had a fair return on my investment. A lot of the stuff was not really what I eventually wanted to have in there, but then you can't sell off of an empty shelf either and I wanted it to look reasonably stocked when we opened for business.

One of the other things I did do that first week was to call a number of guys that did house clean-outs. When an older person who owned a home passed away, it was usually up to the family to get the house ready for sale. A lot of families would call in an auctioneer. but depending on what was in the house, the auctioneer might agree to do everything but more often that not, they would take the better items to sell and leave the rest for the family to deal with. The clean-out guys paid the family for the rights to take everything away with the price offered based on how much they thought they could make from what was in there. 

I left messages for a number of them, a few never got back to me and a couple after hearing what I was looking for, that being small antiques and clothing, told me they already had places to move the stuff. But one guy, who sounded old and gruff on the phone, said pretty much the same but that he thought that he was getting a job were there was a lot of women's clothing. I told him where the store was located and he said that he would get in touch. After the displays arrived on Monday, I was in the front of the store setting up a computer on the sales counter and I heard a knock on the door. Even though there was a closed sign, some people had knocked to see when we were opening. I walked up and there was this old guy standing there so I unlocked the door and asked if I could help him.

He asked, "Are you the lady that is buying clothes?"

I replied, "Yes," and he turned and walked out to small and very old dump truck that was double-parked out front.

I watched as he unloaded seven very large trash bags and carried them into the front of the store. I opened the first bag and it was crammed full of lingerie. Slips, nightgowns, panties, and a lot of it looked like it was from the 1960's and this was just the top of the bag. I checked out another one that had blouses, skirts and slacks that were all older looking as well.

I asked him, "How much?"

He thought for a few seconds and answered, "Thirty, no make it twenty-five."

"A bag?" I asked, which still would have been reasonable if everything in there was like this.

"No," he answered, "For all of it."

I went back to the office, got thirty dollars out of my purse, and as I handed it to him I said, "Keep the change."

He replied "Thanks," and told me that he had a couple of other places that he thought that he was going to be doing next week.

"Bring it all," was my answer and he left.

I thought about working on this stuff the next day but I knew that Kelli would enjoy going through it. So I dragged the bags back to the rear of the store and loaded them into my vehicle. I drove pickup trucks for a long time but since those aren't very lady like, especially for an older woman like me, I now have a large SUV. But even with the rear seat folded down it was pretty full by the time I was finished. Kelli was already home and had started supper when I walked in carrying the first bag.

She asked, "What is in the bag?"

I replied with a smile, "Bags, and I think it is a gold mine!"

I opened the one I brought in which had the lingerie, and Kelli's eyes got really wide as she said, "I think so."

I brought in the rest and after supper we started going through the stuff. The lingerie bag took over an hour to sort and there were items in there from back in the late 1940's until recently. This woman had never gotten rid of anything out that was still good and almost all of it was. There were a few older bras and panties that the elastic had deteriorated and those we threw away, but everything was clean and without a single stain. You could follow as she gained a little weight from the early years and then went up a size or two every decade after that. There were even a few maternity panties, slips and nursing bras from the 1950's based on the style and there were also girdles, garter belts, full and half slips, as well as nightgowns. 

We had the dining room table and every chair covered with clothes, along with the breakfast bar in the kitchen. I had planned on having a one and two dollar table at the store. There is a seller at the one flea market brings a trailer load of kids and women's clothing, all at fifty cents a piece, and people buy stuff by the arm load. So I figured with a better selection I could get a little more money for the common items. I started a bag for each one and some of the lingerie went in those, but a lot of it I was going to sell at a better price. Kelli picked out a couple of the 1950's slips since they were her size and there were a few bras from that era that I would have loved to own but they were too small in the band size for me and too big in the cup for her. I did get a couple of half-slips from the later era in colors that I didn't have. The rest of the bags had skirts, slacks, shorts, blouses and dresses. The one had some real treasures, four 1950's maternity tops and matching skirts. These were in really nice shape and I knew they were worth some money. There were coats and jackets in the last full bag and the seventh bag was only half full with a mix of lingerie, socks, a few tops, and to our surprise a dozen pairs of seamed stockings still in the package. But those were sold by shoe sizes and her feet were smaller than ours. The only piece of children's clothing in all of this also came out of that bag. It was a very old looking christening gown and cap, that while the stitches were very fine, you could tell that it had been hand sewn.

We started at six o'clock and it was close to eleven by the time we were finished. But it had been a lot of fun and it was good start for us. I spent the next day getting it all priced and out on the racks and tables. I went to some more auctions and the Wednesday flea market, then on Saturday we headed to a house auction and got eight boxes of women's clothing for two dollars each. There was nothing great in there and a lot of it was destined for the bargain tables but it was worth what we paid for it. As we were heading back to the store, we got a call from a woman who said that they were cleaning out the house of her husband's mother and she asked if we be interested in taking a look. So after dropping off the first load at the store we drove over there and wound up buying some of the glassware and a few small furniture items along with another lot of clothes, including some more vintage lingerie from the 1950's and 60's. 

This was too much to fit into my vehicle but the husband had a pickup truck and so we loaded the breakable items into my vehicle, packed up his truck, and it was back to the store to get unloaded. We ate a late lunch there, dived into the small mountain of clothing and at six, Kelli said that we should call it a day. After a trip home to get changed, we went out for an evening of supper and dancing. Sunday morning we slept in late but went back in the afternoon for a few more hours. By then we had decided to have our grand opening the following Saturday and on Monday Kelli got some paint and poster board and made a sign for the window. I placed an advertisement in the local newspaper and hit all the online places that I knew of as well.

The bag man as we called him, came back twice that week, first on Monday with a few bags of average stuff, then again on Wednesday with just one bag. He told me that the owners had cleaned out all the clothing before he got there but there was a cabinet in the attic that they didn't get to. I paid him without even looking at it and later in day decided to check it out. There were a number of older dresses in there that were my size, but there wasn't anything that I was really interested in. Plus the lady had smaller boobs than me and had the dresses tailored to fit. But the last one to come out was this dark red velvet dress. The front was open all the way down to the waist with two gathered pieces that went over the breasts and shoulders. There were panels that came off of the sides of those and met in the back where the zipper was and the dress was lined with dark red satin. The waist had a band around it similar to the front pieces, after holding up to me, it looked like it would fall just below my knees. The bottom, while it was going to be tight, looked like there was enough room for my ass, so I decided to take it home and try it on.

Kelli called and said that she was running a little late so when I got there, I went upstairs and undressed down to my panties. I put the dress on, then I looked in the mirror and wow, it looked great, although there was a lot of boob showing. The front covered about half of my breasts and while the edges were close to my nipples, it was tight enough that even with a few shakes, they didn't pop out. It was snug around my ass but not too tight and it tapered down my legs to just above my knees where it flared out enough to be able to walk. I had worn my hair up that day and on a whim let it down, then worked it out with my fingers, and as I turned around to see what the dress looked like in the mirror from the back, I jumped when I saw Kelli standing there off to the one side.

She said with a very serious look on her face, "You had better take that off right now."

I asked, "Why, does it look that bad?"

Kelli answered, "No, but I am afraid that I am going to rip it to shreds when I attack you," then she smiled and asked, "Where did you get that? That is so hot!"

I replied, "The bag man!" and told her about the rest of the stuff that he had brought.

She looked at me and said, "Saturday night!"

Jenna and Beth both had Saturday evening and most of Sunday off, so they were driving up and we were going to check out a club about an hour to the northeast of where we live. Kelli decided that she needed something a little hotter in a dress as well, so after I got my clothes back on, we went down to a big mall, had supper there and went dress shopping. She finally decided on one that was a shiny gray in color, similar to what is called sharkskin in a man's suit. The back was open other than a few thin strips that went across but there was no way that she could wear a bra under it. The lower section hugged her ass very tightly and went straight down her legs to her knees where there was a large ruffle of the same material along the hemline. Where it went around her ass, it was sewed in such a way that I told her that she really should wear a thong with it. Kelli never wore thongs, but at Ann's urging a few months after getting the last operation, she had gotten one, wore it to work one day, and swore that she would never do it again. But she agreed and I picked out a black lace one that had small red bows on it. We had talked about her just going with the thigh high stockings that stayed up by themselves but one store had crotchless pantyhose and after getting a black pair, we were ready for our big night out.

I drove us home and Kelli called Jenna and told her to plan on dressing, "Extra spicy," for Saturday.

Jenna wanted to know what was up but Kelli told her that she had to wait and see. Friday night we went to bed early without making love since Saturday was going to be a long day. We got to the store early, took care of a few last minute details, opened the door at ten and nobody came in. The first forty-five minutes were the same and the only person that did come in was the delivery guy from the local florist shop. Ann had ordered a beautiful arrangement for us and sent a card congratulating us on the new store. But after that, people started coming in and soon it was fairly busy. The bargain clothes table got a lot of action and I heard people calling other people on their cell phones to come check it out.

Places like our store tend to attract some characters and there was one younger guy who was acting very gay that picked out a lot of lingerie, both from the bargain tables and off of the rack. When it came time to check out, he tried every trick in the book to get me to give him a lower price but I held my ground and finally the deal was closed. Kelli was busy out on the floor and there was another woman waiting to pay for some stuff while the young guy was doing his dance.

After he left, she came up to the counter and said with a smile, "I have to tell you dear, you handled that asshole sweetie-pie a whole lot better than I would have!" and we laughed.

I replied, "With people like him, you have to get things off on the right foot otherwise every time he would be expecting me to give the stuff away."

"Isn't that the truth," she answered.

There was no one behind her and we chatted for a while. Her name is Marge and she is a short and kind of chubby woman in her late forties. She told me that she used to have a store that sold country primitive items but that was just for something to do. She had picked out a couple of slips and a nightgown and commented how she really didn't need any more clothes but that these were too nice to pass up. I waited on a couple of other customers and she hung around for a while. She said that she had never gotten rid of any of her clothes going back to before she was married and that she should probably clean some of it out.

With a laugh she said, "There is stuff there that even if I went on a starvation diet for five years I still would never get back into."

I replied, "Bring it over, we will be more than happy to pay a fair price for it, especially lingerie."

Marge rolled her eyes and answered, "I'm not so sure that I would be comfortable thinking about Tinkerbelle there running around in a pair of my panties," and we both laughed again as she added, "But let me see. I really don't need the money and it looks like you girls having fun here."

With that she left and business was steady for the rest of the day. Towards the end, a middle-aged woman came in and said that a friend of hers had said that we had some old maternity outfits. I showed her where they were and she asked if she could take a good look at them. I helped her carry them over to the display case and she went over each and every piece.

She said "I will take them," which got a look of surprise from Kelli because of the price that I put on them and the lady asked, "Do you have any more?"

I answered, "No but there were a couple of slips and panties that came from the same batch," and we went back over to the rack.

The lady took those and grabbed a few other things as well. She paid cash for everything and told us that she had a store in New York City that sold items like this. She introduced herself as Rachel, gave me one of her business cards and took a couple of ours.

Rachel said, "I specialize in clothing from the 1950's and if you ever get anything else like this, please make me your first call. I visit a friend here at least once a month."

I replied, "That is fine with me," and after a handshake, she left.

We closed up at four-thirty and I totaled up the sales for the day and we had done very well. Kelli had never worked in this kind of environment before and she had a great time. Jenna and Beth, who was still in Tim mode, got to the house a few minutes after we arrived. After a round of kisses and hugs, we all headed up to shower and get ready for the evening's activities. I put on a pair of dark sheer stockings that had seams up the back along with my black garter belt and topped that off by a pair of tight and sheer black panties. Kelli got into the crotchless pantyhose then slid the black thong where it was supposed to be on top of them and she looked so hot as she wiggled her ass. We did our hair in similar styles, parted on the left side with curls on the front and curled under around the rest of it. Then after a trip to get our makeup on, we put on dresses. I went with pearls for my jewelry. I had a couple of small pearl berets in my hair, along with pearl cluster earrings, a three strand pearl necklace and a matching bracelet on my right wrist. Kelli had on gold jewelry and against the color of the dress, it really shined. The last piece of clothing for me was an off white knotted shawl over my shoulders and the final touch for both of us, was a very musky perfume that we knew from experience would have the right effect on anyone that got close. Beth and Jenna were already dressed and waiting downstairs waiting for us. We walked hand in hand with our arms lifted a little as we made the grand entrance and the look on their faces was wild.




More Lessons with Kelli Ch. 05



"Holy shit Elaine," Jenna said, "That is one hot dress!"

Of course she looked very hot herself in a tight dark green dress that the body was made out of an oval of fabric that the ends met and crossed a little in the front. It went down to her knees in the back, but the front was open to just below her crotch and she had to be wearing pantyhose because there was no way for her to go with stockings with that dress. Jenna had a lot of boob showing as well, although she was wearing a bra under it, which was unusual for her.

"A bra?" I asked with a smile.

She laughed and replied, "This dress is a little too slinky to go without one, even for me."

Beth had on a pink spandex dress with short sleeves that looked like it was put on with a spray can. I could clearly see her garters as well as her panty line when she turned around.

I said to her, "You look good enough to eat," as I moved my tongue over my lips.

She laughed and replied, "I feel like a big cock in an extra small rubber!"

We all got into Kelli's car with me driving and hit the road. The conversation was light and fun even when we talked about what was going on with Ann who was coming down the next weekend. I could tell that while Beth, who has been getting a lot more confident about going out dressed as a woman was a little uncomfortable about going to a place like this. But the three of us told her to just relax and have a good time. The parking lot was almost full when we got there but I got lucky and found a parking spot close to the main entrance. We went in there and the lobby was busy so we slowed down our walking pace a little, this was something that Kelli and I always had fun doing at similar places.

I went over to the front desk and after getting directions to the restaurant, we headed in that direction. We walked through a foyer and into an area that had a large lounge on the left and meeting rooms on the right. The meetings must have just let out for a break, because the whole area was packed with people, some women, but mostly men in suits. So we took advantage of that and what should have been a thirty-second walk turned into a five minute one as guys said hello to us and we would stop and chat a little. We got asked if we were staying at the hotel but we said that we were just there for dinner and dancing. I could feel the eyeballs bouncing off of my breasts and I knew that our backsides were getting the look as well.

Poor Beth was really getting nervous and when we finally left that area and walked into a wide hallway where there weren't as many people, she said quietly, "I will never look at another girl's ass again."

Jenna replied, "You had better keep looking at mine if you know what is good for you, sweetie!"

We were early for our reservation and there was a bit of a line to get into the restaurant. There was a group of guys ahead of us in line and of course we did some chatting with them and they let us go ahead of them when they were the next to talk to the hostess. There was a ten-minute wait for our table but we decided to hang out in the hallway area rather than going to the bar, which I could see, was pretty crowded. We finally got seated and our waiter was a young college age guy who was paying a lot of attention to my breasts.

After he left I said, "I think somebody misses his mommy," which got a laugh.

Jenna replied, "That is such a killer dress. I doubt that you will ever find one in my size but if you do, I don't care if I have to pay it off a dollar week for the next five years, I want it!"

The waiter came back with our drinks and took our orders, then he returned a few minutes later with a bottle of champagne that was sent to us from another table. The gentleman had left his business card and the waiter pointed him out to us. I waved at him and he waved back.

Jenna said, "That's your cue girl. Go get him."

I went over to where he was sitting and thanked him for the bottle. He asked if we were staying at the hotel, I told him that we were just here for the evening, then he said that he had to leave but said to call him the next time that we were coming up. He stood up and I extended my hand, which he took and kissed and I leaned forward and gave him a light kiss on the cheek.

I walked back to our table with a smile on my face and as I sat down Beth said quietly, "If I didn't know from being up close to them, I would swear that your balls are twice as big as mine!"

The meal was great and a few more men stopped by to talk to us, then after we left the restaurant, we made a bathroom stop before walking down to the club. This is a big place with a large dance floor on one side along with some tables, a long doubled sided bar that was sort of in the middle of the room and an area of tables on the other side. There was some techo music playing in the background but things weren't in full swing yet.

As we were trying to decide where we were going to sit, a woman yelled out from the direction of bar, "Jenna!"

She looked over there for a second and yelled back, "Pam!"

The girl was one of the bartenders and she got out from behind the bar and ran over to us. They had a big hug followed by a friendly kiss and Jenna introduced her to us. Pam and Jenna had both worked at the club that we first went to when we started going out with Jenna. Jenna and Beth live an hour's drive to the south of us and Pam's boyfriend had been transferred up to this area before we started going there. Pam asked what we were doing there and Jenna told her, so she suggested that we sit at the bar. She said that she would put our purses behind the bar when we were out dancing and would watch our seats and especially our drinks, since there were a few of those types around the club. We said fine, went over and sat down, and as it turned out, they had some history from back at club.

Pam said, "It was a slow weeknight and J," as she called Jenna, "and I were the only ones working. At closing time she was taking care of the tables and I went into the ladies room to empty the trash cans." 

Jenna said, "I heard her scream and I ran in and there was this ugly looking fucker standing there with a knife."

Pam added, "He was standing on the toilet seat hiding in one of the stalls, but when I went in, he came out and that is when I yelled. J came flying in, grabbed me by the shirt, and threw me out of there."

Jenna replied, "I didn't know who he was, maybe some fucked up ex-boyfriend, but I told him, if you want her, you have to get through me first asshole. He came at me with the knife and I broke his arm. Then the shit tried to kick me, so I dislocated his leg from his hip and nailed him in the balls so hard that God probably screamed." We all laughed hard and she finished with, "And I might have slammed his head into the wall as he went down."

Pam said, "I was on the phone to the cops and she yelled out to have them send an ambulance. I asked if she was hurt and she said, yes damn it, I chipped a fingernail!"

"The first cop that got there is a real wise ass," Jenna replied, "He went into the ladies room, came out a minute later and said," and both of them said, "Okay, who was driving the truck!"

As it turned out, the guy was wanted in a number places for rapes and assaults. When the cops were able to talk to him, he offered to make a full confession but there was one condition and it was that he never see that devil bitch again. Our state only requires a license plate in the rear of the vehicle and Jenna has one on the front of her car that says Devil Bitch, but I never knew why until now.

Pam also said that Jenna had a second name tag for the bar made up that said Resident Devil Bitch, and added, "There was one bouncer there that worked on weekends that was a real jerk. But after he heard what she did to that guy, he started calling her ma'am!" She then said, "That is when she told me that she had been a," and stopped.

Jenna replied, "It's cool, they know."

Pam answered, "Sorry about that J, but anyway, she said that she used to be a guy. But at that point I didn't care if she had been a ten foot high Martian with three eyes and green tentacles!" 

Beth who must have heard this story before just sat there smiling the whole time, but a few minutes later Pam said to Jenna that she had heard from one of the other girls that Jenna had been dating that skinny guy Tim who used to come in there. Needless to say, Beth's face went into panic mode until Jenna told Pam that they were still dating but once a month us girls all got together for a night out. Beth let out a slow long breath and didn't spend too much time talking to Pam for the rest of the night.

The music started and we were the first ones on the dance floor but it didn't take long to fill up and for us to get paired up with guys. We stayed close to each other on the dance floor and it was a wild night. I got a lot of compliments on my dress, although I knew that what it wasn't covering was getting most of the attention. Sometimes when we were at other hotels, men would give us business cards usually with their room number on it, but that would only happen once or twice a evening. Well, from the way these guys were acting, you would have thought that they had been locked up in meetings there for a month. Pam kept score for us and at the end of the night, I had seven, Kelli and Jenna each had five and even Beth got three. All of them had room numbers on the back, some had cell phone numbers and a couple even had dollar amounts. I danced with one guy who didn't give me his card but said that he would triple whatever I would charge to spend the night with him. We would all meet back at the bar from time to time and share our stories. 

Beth had one guy who was really persistent and she said "I swear, if he had asked me to fuck him one more time, I was going to drag him into the men's room, bend him over the sink, and was I going to fuck him!"

But things were fun for the most except for later in the evening. Kelli had danced a few times with this really short, kind of shifty looking guy, and he started to slow dance with her. I watched as his hand went to her ass and he was really grinding against her. She pulled his hand away and shook her head no. Well, he was back at it again and finally she just walked away from him, but the asshole didn't get the hint and followed her back to the bar. I told my partner that my niece had just taken ill and excused myself and on the way back to the bar, I caught Jenna's eye and pointed over there. I walked over from one side and Jenna came on the other and we were both stopped a few feet away. The guy was really putting pressure on Kelli and I could see that she was really upset. He must have been a regular there, because Pam came over and told him to get lost and he got really nasty with her.

By then I had heard enough of his crap so I started walking towards him, but Jenna got right behind him and asked, "Is there a problem here?"

He answered in a real cocky voice as he turned towards her, "No bitch, there is no problem," but he only got half of the last word out because his eyes were right at the deep gap at the top of Jenna's dress.

His head slowly moved up to look at her face and she said, "I am going to count to three and you had better be gone by the time I am done and I had better not see you within fifty feet of any of us for the rest of tonight. Because if I do, I am going to shove your cock so far up your ass, that for the rest of your miserable life, you will have to open your mouth to take a piss." She paused and said, "One," and the guy was out of there so fast that I didn't even see him leave. Jenna watched him disappear out on the dance floor and added, "What a chicken shit. Usually I at least get to two!"

Pam reached over the bar and they high fived and she said, "You still got it J!"

We hung at the bar for a few minutes and then decided to go back out for a couple more dances. Jenna put her arm around Kelli and they both walked out smiling on the dance floor. As I went out, I was approached by an older woman who I had seen sitting at the other end of the bar for most of the evening. She was of average build and height but she had big boobs, which were covered by an expensive looking dress, and I knew that the gold jewelry that she had on was real. She asked if I wanted to dance and I agreed so we went out did a couple of fast numbers. Her name was Patricia and we talked for a while as we danced, then a slow song started and she got close and pressed her boobs into mine.

She said, "I have something to ask you and please don't get upset by it."

"Sure," I replied.

"Have you ever been with another woman in bed?" she asked.

The devil in me answered, "No, I haven't. But I have wondered what it would be like."

With that, she spent the next minute or so of the song telling about how great it was and she finished with, "So what do you think?"

I replied, "That all sounds so beautiful but there is one problem."

"What is that?" she asked.

I got close to her ear and whispered, "I still have my cock," and moved my head back.

Her mouth opened and for a second I thought that she was going to slap my face but instead she laughed and replied, "Son of a bitch. Really?" I nodded my head yes and she looked at my breasts, then added, "I have been watching you all night. Damn it to hell. Do your friends know?"

"Yes, they do," I answered and then as the song finished, I asked, "Do I at least get a kiss?"

"Might as well," she said and our lips met. First it was soft, then our lips moved and our tongues danced and after it ended she added, " That was nice. I bet you do know your away around a pussy you stinker."

I smiled and asked if she wanted to meet the rest of my group. She replied why not, so we headed over there. I introduced her to everyone and told them about our dance which got a big laugh.

Patricia said to me, "I can't believe that you fooled me like that."

"You and every guy in here," Jenna answered.

She asked about my dress, so I got my purse from Pam and gave her one of my business cards. There is a small lake very close to our house that has a private community built around it and Patricia and her husband owned a vacation home there. She knew the town where the store was and said that she would stop in some weekend. After another kiss she went back to her seat at the bar and it was time for us to leave. We said our good-byes to Pam and left her a very good tip, then after one more bathroom stop, we were on the way back to the house with Kelli driving. The laughing was pretty much nonstop as we relived our adventures of the evening.

As we got close to the house, Jenna said, "I would like to be in charge of the bedroom tonight."

Kelli glanced over at me real quick and I replied, "That is fine with us. What do you have in mind?"

"You will see," she answered and added, "All of you will get down to your stockings and panties when we get there."

"That is no fair," I said, "You are wearing pantyhose."

I heard this ripping noise and Jenna replied, "Problem solved."

After we got home, we all went to our bedroom. everyone started stripping down and I did the same as soon as I had the candles lit. Jenna and I were paired together, as were Beth and Kelli, whom she told to follow her lead. Jenna took total charge of our lovemaking, telling me what to do, when to do it, and when she wanted to climax which was fun. After the usual round of finger fun and pussy eating, she had me and Beth get on our backs and then the girls lowered themselves onto our waiting cocks. We were laying so that my head was at Beth's cock and Kelli's pussy so I could watch. The following ride was long and sweet and after both Beth and I had climaxed, Jenna squeezed her cunt lips with her fingers around my cock before getting off. She told Kelli to do the same, then she said switch, and Kelli lowered her sperm filled pussy onto my face and leaned down to clean off of my cock as Jenna did the same with Beth. Then I went to the bathroom to piss and get my pill for the next round and it was pretty quiet out in the bedroom. I washed my cock off and returned it inside my panties, then as I was standing at the mirror fixing my hair a little, Kelli walked in.

She gave me a kiss and quietly said, "Jenna would like to tie your hands together and blindfold you."

I smiled and replied, "As long as you aren't tied up and blindfolded, that is fine with me."

"No," she answered and said, "She would also like to borrow the strap-on."

"I don't care," I replied.

Kelli shook her head and answered, "She wanted to get one of those big ones that Ann brought down but I said no."

I looked at her and asked, "They are still here?"

"Oh yes," she replied, "Over in that bedroom. I will show you sometime."

Our strap-on is seven inches long, one and one-half inches in diameter, and is comfortable, but those were very big. I had only seen them once and at a distance, but they had to be twelve inches long and pretty thick.

So I just smiled and said, "Thank you," and she kissed me again.

As we walked into the bedroom Kelli said, "Elaine said that it is okay with her."

Jenna replied with a big smile, "This, is going to be fun," and as I got to the bed, she said, "Sit here."

Kelli took her over the dresser where we keep our silk scarves and Jenna picked out a black and a red one. She came back to the bed as Kelli went and got the strap-on out of the drawer on the night stand.

Jenna pointed to the center of the bed and said, "On your knees there but keep your back up," and I did as she asked.

She pulled my arms back and tied them behind me using the one scarf. It wasn't too tight around my wrists and I could have probably worked at least one hand out if I had tried but I knew that this was just for fun. Jenna then rolled up the black scarf, blindfolded me with it and pushed my head down on the bed.

I felt her hand slide down my back until she got to my ass which she played with for a while and then said, "Too bad you don't have a nice paddle here Kelli."

Kelli replied, "No we don't."

Jenna took her time pushing my panties down off of my ass, then she pulled my legs apart, I heard her say, "Why don't you give Elaine something to do while I get ready."

The bed shook a little and I felt a pair of stocking clad legs move past my shoulders. My head was turned to the left but as I moved it forward, the legs pushed down farther and Beth's ball sack was right at my mouth. I started licking and after a few seconds, she bend down and lifted my shoulders up as she wiggled in deeper. My lips were right on the side her cock but not being able to move there wasn't much I could do but lick the shaft. Beth moved her ass a little to one side, and using her hand, pushed the head of her cock at my mouth, which I opened and took it inside. I still couldn't get much movement but I gave her plenty of tongue action.

While this was going on, Jenna said, "Kelli, get on top of Beth," which I later found out was for her to squat down over his face so that he could eat her pussy. Jenna was lubing my ass with two fingers and making quite the project out of it and said, "Nice and tight. Just how I like it."

I felt her fingers pull out and a few seconds later they were replaced with the head of the strap-on. She gave a couple of light pushes to make sure it was in the right place and then slowly buried it in my asshole. Jenna started off slow with long strokes, then picked up the pace although she wasn't banging hard. It was felt pretty good, then she started to rotate her hips as went in and that felt even better.

I began to push back against her a little as she went in and she said, "Somebody really likes this," and after a pause added, "This is the only time since I became a woman that I really wish that I had my cock back."




More Lessons with Kelli Ch. 05



But I was glad that she didn't, because on one of our first visits with her to go dancing, Ann had asked her if she had any pictures of herself before her sex change. The only one she had was a picture of her cock on her cellphone and let me tell you, it was a monster. She had her hand wrapped around the base and there was at least a one-inch gap between her thumb and fingers, and there was a lot of meat between the top of her hand and the tip. Jenna said that it was ten inches but it looked longer than that. So my ass was very content with the strap-on.

After she was sure that my ass was properly worked, she slid it out, and said, "Beth get back here but don't start until I get back and Kelli, take Beth's place."

Beth got behind me, Kelli slid her pussy under my mouth and I could hear water running in the bathroom, so I had a pretty good idea that Jenna was in there washing off the strap-on and an even better idea of where it was going next.

Beth leaned down and whispered, "She has been planning this all week."

"Now why doesn't that surprise me," I whispered back and buried my face in Kelli's wet pussy.

A minute later the bed moved and Jenna said, "Go on in," and with that, Beth slid her cock into my ass. Jenna added, "Lean over a little," and I felt Beth down on my back and from the sound that she made I knew I was right in where the strap-on was headed. "Get going," said Jenna and Beth screwed my ass nice and slow.

Beth told me later that Jenna had gotten close enough that as he was screwing me, he was also screwing himself on the strap-on although Jenna was moving it around a bit as well. But she said that she liked it and I always enjoyed what she did with her cock so everything was fine.

Time passes kind of funny when you are blindfolded and it seemed to be a pretty long time before Jenna said, "Stop," and Beth pulled out of my ass. I thought that was my cue to get on my back although that wasn't going to be very comfortable with my hands tied behind me, but as I rolled onto my left side, Jenna said, "Stay there Elaine." A hand grabbed my left leg and pulled it out straight, and my right knee got pushed up as far as it would go before she said, "Do it."

I felt Beth move on top of me and her cock at my ass again. She pushed in and did it feel weird. Her cock has a very slight upward bend and I don't notice it, but from this position I could really feel it. Not that it felt bad, just the opposite, but it was a different feeling inside my ass as she worked in and out. Someone lifted up my head and I felt a leg move under it, then it moved down until my face was right in Jenna's shaved pussy. A few seconds later I felt Kelli's fingers playing with my cock and Jenna was eating her.

Both girls climaxed a couple of times and as things headed for a third Jenna said, "Let it rip Beth!" and she screwed faster and what a feeling as she climaxed.

I came very close to losing my own load out on the bed between that and Kelli's fingers working their magic and both girls came at the same time as well. Jenna untied my hands and took the blindfold off and while it was close to two in the morning, Jenna insisted that I do Beth as well, even though I was really tired. The only difference was that it was Kelli behind me with the strap-op but I was so loose and wet from lube and sperm that I hardly even knew that it was there. When we were all finished, Kelli and I went into the bathroom and took off our well soaked panties and stockings before washing up and one more toilet visit. I remember getting back on the bed, pulling a pillow under my head and thinking that I should get up and blow out the candles, but that was it. Kelli said that I fell asleep so quickly and deeply that she checked my wrist for a pulse.

Fortunately Beth had Sunday off and Jenna didn't have to be at work until five in the afternoon so there was no need to set the alarm. However Mother Nature has her own alarm clock and mine went off around eleven in the morning at the same time that Beth's did. We hit the bathroom together and she still had an erection afterwards, so I started sucking it and like the last time, Kelli joined me in the sperm filled finale. We all went downstairs for a late breakfast and a lot of coffee and then came back to the bed for the next round.

I made love to Jenna first and Beth did the same to Kelli, then Beth and I were at it again. Beth asked me how I wanted to do it, so I got on my back and that is how it started and ended almost twenty minutes later. Jenna and Kelli took turns lowering their pussies over my face and that was pretty nice too.

Beth and Jenna wanted to see how the store looked so we were going to take them there before they went home. Jenna was in slacks and a T-shirt for the bar that she was going to work at and Beth came down wearing a simple pink cotton blouse with a casual blue skirt that that was pleated and came about halfway past her knees. This was what she called her "Mad Librarian," look. She had gotten the clothes a couple of weeks before but last week, she finally worked up the courage to try going out on her own. Her first time was going to be a grocery shopping trip and I had given her some advice, like go some place far enough away from where you live, pay cash, and wear a scarf on her head, and sunglasses with lightly tinted lenses. Which she did and the trip was a success and even Jenna was surprised that she had the balls to do something like that.

We drove over to the store and they were really impressed with how it had turned out. I had sent them a few pictures but it's really hard to get the feel for the place with just photos. They checked out the clothing a while and then Beth found the box of panties on the dollar table. While she was looking in there, the three of us had walked over to the counter and were talking. Beth joined us there and had picked out three pairs, two that were plain and almost sheer in white and pink, and another white one that had lace around the top and legs.

She asked Jenna, "Can I borrow three dollars please?"

I replied, "No way, just take them."

Beth let out this girly sounding squeal and said, "Thank you! Thank you! Thank you!" in a high-pitched voice and Jenna looked like she was going to throw up.

"I hate when she does that," Jenna said to me.

Kelli and I laughed and I replied, "Hey, this is all your fault."

"Don't remind me," she answered, "At this rate, we are going to need a second apartment just to hang clothes in!"

I got both of their sizes just in case something came in that I knew that they would like and it was time for them to leave. Kelli & I went home and cleaned up the breakfast dishes, then headed upstairs to do the bedroom. While we were up there Kelli showed me the strap-ons that Ann had left. My original guess had been that they were twelve inches long but they were only ten but two and one-half inches in diameter. One was pink and the other one was purple.

Kelli picked up the pink one, waved it in my direction, and asked with a smile, "Do you want to take it for a test ride?"

"I would have to be pretty drunk!" I replied with a laugh and we spent the rest of the day just taking life easy.