Trick or Treat Dress Up

The following story is a work of fiction. It depicts sex between males of various ages, some minors and if reading such is illegal where you reside or you are not 18 years of age it is suggested that you exit now. This work of fiction is the property of the author Kewl Dad and should not be reposted or reprinted for profit without the authors express consent. The author welcomes all comments and will reply to all. Send all emails to

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Trick or Treat Dress Up
by: Kewl Dad

"What are you going to dress up as this year?" Matthew asked as he slaughtered a few more zombies on Kyle's  Xbox.

"I dunno, I was thinking zombie, but everyone will be doing that," Kyle sighed.

"Yeah, trust me you don't want to go there. The whole freaking city will be full of stumbling, drooling zombies this Halloween. It's like everyone has gone freaking zombie crazy. No we need to think of something... something new and different. Something no one else would think of," he said looking thoughtful.

"Maybe we should dress in drag," Kyle laughed as he fell down on his bed face down.

"Not bad...but where would you find a dress your size?" Matthew laughed.

"Maybe I could borrow one of your sisters," Kyle teased.

"Okay, now you're thinking..."

"I was only kidding," Kyle said rolling his eyes.

"I know, I know, but...just hear me out. What if we did something no one would ever think about."

"What are you saying?"

"I'm not talking about dressing like a woman...but, what if we dressed up like a girl, cheerleaders maybe? Just hear me out," Matthew said pausing the game and jumping up and sitting down on the bed beside his best friend.

"My sister is just about our size. We could borrow some of her stuff...and our  hair is long enough...heck it's as long as some girls I know."

"Shut up," Kyle said pretending to be grossed out by the suggestion.

"Aww...come on, think about it. We're both cute, blond hair, baby blues...we'd make great girls."

"Dude, that is sooo gay,"

"How is it gay dude? It's not like we're doing it to pick up boys. We're dressing up for Halloween. Come on dude, we're 12, there aren't gonna be many more years of trick or treating. Heck this might be our last year. When you're 12 you're cute and the old ladies love you, but when you're 13 you're a crazy teenager as far as most adults are concerned. Just think about it. As cute girls we could clean up. Candy out our asses dude."

"Candy asses," Kyle snorted, causing both boys to collapse in laughter.

"Come on, what do you think...really...we're cute enough. Your mom is always saying we're cuter than most girls."

"Yeah, and you usually hate that. I don't know, what if someone from school found out?"

"It's Halloween, it's dressing's not like we're cross dressers or gay or anything."

"I don't's weird, that's all."

"How about this...we go over to my house and see what we can find. I bet Sonia will help us, she's cool with us and she sort of has a crush on you."

Kyle blushed. Sonia was Matthew's sister and though she was 16 months older she was just about their size, except with more curves.

"Awww...she's nice and all, but I'm just not into her...that way."

"Still...I bet she would help us."

"Or rat us out to all the kids at school."

"Naw, she wouldn't do that...for a sis she's  pretty cool."

"I don't know...I'll have to think about it. I might come up with something else, something better."

"Better hurry dude, Halloween is next Friday."

"Yeah, yeah...I know. Hey, wanna see if you can stay over...after we go trick or treating?"

"Yeah, that sounds cool. We can stay out as late as your mom will let us, then come back and eat candy till we puke," Matthew laughed.


The week passed slowly and by Wednesday Kyle still hadn't thought of a good costume for them. He's begun to think maybe Matthew's idea wasn't that bad after all. He mulled it over that night as he stared into the bathroom mirror. He'd just showered and did what most 12 year old boys do when they have a minute alone, and he was feeling refreshed and a little sexy.

Tucking his small penis and balls between his legs he shook his long blond hair and made a coquettish gesture in the mirror. He had to admit he was cute, cuter than some girls he knew, and his 12 year old body was still a bit androgynous. He had to admit that he had a nice butt as he turned to stare over his shoulder and he would probably look bitchin' as a cheerleader.

And then there was Matthew. He and Kyle had been friends since second grade and closer than most brothers. It seemed to Kyle as if Matthew was the one constant in his life, a pal who was always there for him through thick and thin and his feelings for him, while complicated, were very real and sometimes overpowering.

When Kyle was 8 he had broken his arm on the monkey bars at school and Matthew had waited on him hand and foot. At school he would help him with his books and even carry his lunch tray to their table. When they were ten they'd both come down with the flu, and rather than expose Sonia to it, Matthew had stayed at Kyle's house until they were over it.

They'd slept in the same bed, ate Kyle's mom's homemade chicken soup, and watched cartoons on the small TV in Kyle's room. Even though they were sick they had both enjoyed each other's company and often fell asleep at night cuddled up like puppies.

Neither thought it was weird or gay, and neither did their parents who had witnessed their closeness many times. They were just two best buds enjoying each other's company, in and out of bed.

But lately Kyle had begun to see Matthew in a different way. At first the feelings were frightening. He knew he loved Matthew, but up to the point it had been more like brotherly love. Now it was different. Sometimes when they were apart Kyle would think about Matthew, how he looked, how he talked, and how good it felt to be next to him when they slept over at each other's house.

Sometimes when they wrestled or just bumped against each other Kyle would feel a tingle go all through his body, usually accompanied by butterflies in his stomach. But the most disturbing part was....that he had begun to think about Matthew's body in a whole lot different way.

As best buds they'd never really had any body modestly and when they were younger they'd even bathed together. Then when they discovered they liked showers better than baths that had ended, but sometimes they'd head to the bathroom together and while one showered the other would sit in his underwear, or naked on the toilet, and they'd talk. Sometimes they'd even help dry each other's back and sometimes that led to a little game of grab ass or a wrestling match.

But lately Kyle had avoided those situations for fear Matthew would figure him out. That and the fact that sometimes he's pop a boner just thinking about Matthew. It was all so confusing and wonderful and new and exciting. 

Sometimes he wished he could find the words to tell Matthew how he felt, but he was afraid of losing the best friend he'd ever had and ruining everything. Sometimes he wished Matthew felt the same way and they could talk about it and figure it out together.

He untucked his penis and balls and looked at them as if for the first time. He was still smooth down there, but that didn't bother him much. He knew some boys went through puberty early, like Ronnie Sanders who had hair and proudly announced in gym class one day that he could shoot, but that most boys didn't hit puberty till 13 or 14. He wasn't really in a hurry, but he hoped that when the time came that he could be as cavalier about it as Ronnie Sanders was.

It had been a while since he'd seen Matthew naked and he wondered whether he was still hairless or if he's moved into the big boy's phase of childhood, but he wasn't obsessed with it. He didn't care either way, but one thing he was sure of, Matthew's body would be perfect no matter what.


"I guess we could try it," Kyle said to Matthew the next day at lunch. They always sat together at the same table with a few of their friends and welcomed any new comers or loners there as well.

"Awesome. Can you come over after school? I sort of already talked to Sonia about it and she thinks it's a great idea. She even said we could borrow some of her panties."

"Shut up," Kyle said in horror, "Someone might hear you."

"Oh...yeah, sorry," Matthew said blushing.

"I'll just ride the bus home with you, mom won't care. I'll call her when we get out of school."

They talked about other things then and joined in the conversations of their friends, but deep in the back of their minds both of them were thinking about what was to happen later at Matthew's house.

The afternoon passed slowly and by gym class both boys were on pins and needles. They played basketball, shirts and skins, and both wound up on the skin side. 

Kyle both hated and loved it when he saw Matthew's naked chest. He loved the way he looked, but he was afraid either Matthew or the other boys would notice his stares. It wasn't that Matthew was that more developed than the other boy, but his body was tight and smooth and his little nipples just looked so, so...yummy.

Oh My God, Kyle thought, that is so sick...thinking about my best friend that way. But he knew it did no good to worry about it because no matter how hard he tried to change he still felt those feelings when it came to his best friend.

"Earth to Kyle," Matthew said as he wet his hand and flipped water on him.

The were standing at the water fountain after the game and were dripping wet with sweat and very thirsty.

"What? Oh, sorry...what did you say?"

"I said ten more minutes and we're out of here. Are you gonna shower here or at my house?"

"Uh, your house I guess. It'll be quicker," Kyle muttered. The truth was he didn't want to be naked around Matthew or the other boys right now for fear he'd pop a boner.

They changed in the locker area, stripping down to their boxers and that was almost too much for Kyle who purposely kept his eyes straight ahead and not on his best buddy.

Once dressed it was easier even though following behind Matthew to the bus he couldn't help but notice how cute his best friend's butt was. He had it bad, and he didn't know what to do about it. It was both exciting and horrifying. What if Matthew found out and hated him? he groaned inside his head, he just couldn't imagine his life without Matthew in it.

The bus ride to Matthew's house seemed to take forever, but theirs was the third stop and when they finally piled off the bus Matthew took the lead once more. It  had always been that way though, Matthew in the lead, and this was no different. He'd probably already decided that they were going to dress up as girls, long before he'd asked Kyle about it. That was the way it was, and Kyle actually liked it that way. He knew he'd do anything Matthew asked and only part of that was because of his feelings for him. Kyle was a natural born follower and who better to follow than his best friend?

"We're home!" Matthew yelled as they came in the front door.

"Hi boys," Matthew's mom said peeking out of the kitchen.

"Hi Mrs. Arnold, may I use you phone please to call my mom?"

"Of course dear. Are you excited about Halloween?"

"Yes ma'am," Kyle said as he punched in his home number on the cordless phone that sat on the breakfast bar. Then he was busy telling his mom where he was and when he'd be home. Then hanging up he added, "That's what we're doing today, figuring out what to wear and all."

"Oh, you have any ideas?"

"Yes, mom," Matthew butted in as he dug two apples and two drink boxes out of the fridge. Then handing one of each to Kyle he added, "Sonia is going to help us."

Kyle stared in horror, afraid his best friend was going to tell his mother exactly what Sonia was going to help them with, but instead he said, "Is she home yet?"

"Yes, she's in her room. Well, have fun boys and good luck," she said dismissing them with a smile as she went back to her work.

"Come on," Matthew said, then taking a bite of his apples he led Kyle down the hallway and to his sister's room.

The door was open and Sonia was sitting on her bed texting someone on her I-phone. Matthew was a bit envious of that phone, but had been promised when he turned 13 that he too would be allowed to have one.

"Hi Sonia," Kyle said grinning. He had to admit Sonia was cute and in some ways she looked a lot like her brother, but he just wasn't interested in girls that way.

"Hi Kyle," she said smiling shyly. She'd been crushing on her brother's friend since he was ten and though he'd always been friendly to her, she just didn't feel like he felt the same way. At first she just assumed he was too young for those feelings, but lately she'd begun to wonder if Kyle wasn't gay. There was no mistaking the looks Kyle gave Matthew and though she was disappointed that Kyle didn't like her that way, she thought the way Kyle treated Matthew was sweet.

"Hey sis, got everything ready?"

"Pretty much," she said hopping up, "better close the door. We don't want mom seeing till we're done."

"Does she have to know?" Kyle asked in horror.

"She will eventually. She might as well know now, maybe she will have some suggestions," Sonia said making it all sound more sensible and less embarrassing.

"I don't know....I'm kind of nervous about all this..."

"Do you trust me Ky?" she said using the shortened form of his name with genuine affection in her voice.

"Uh...yeah,"  he said blushing.

"Okay, then...let's do this."

"Are these clean?" Matthew said holding up the pair of panties she'd handed him as if they were a deadly snake.

"They're brand new. It would be sick to let you near my worn panties, well...not sick for Kyle," she said smiling and making  him blush even deeper, but really sick if my brother was wearing them."

"Oh, okay...thanks," Matthew said holding the panties up appraisingly and looking thoughtful, "I just hope my junk don't hang out."

Sonia laughed, "Well...big boy...I don't think you have that much to worry about," she said looking directly at his crotch.

"Shut up," Matthew said, but all three laughed good-naturedly.

"These are for you Ky, blue is definitely your color," she said handing him a pair of soft cotton bikini panties with little blue flowers on them.

"Uh...thanks," Kyle said blushing.

"Anyway your skirt will cover your panties so you won't have to worry about anyone sneaking a peek. careful with these. One of them is mine, but the other one I borrowed from Lisa." She added as she handed them their blue pleated skirts.

"You didn't tell her what we were going to do did you?" Matthew asked sounding worried for the first time.

"No, of course not, but...unless you're planning on trick or treating out of town eventually most everyone will know it's you two dressed up as girls."

"So? Who cares?" Matthew said regaining his swagger, "It's just a dumb costume and I bet we get more candy than any old zombie or hobo costume will."

"Okay, then lets do this. Here's your tops and some little ankle socks. Do you both have some white tennis shoes to wear?"

"I'm gonna go get something to drink while you boys get dressed and when I come back I'll work on your makeup."

"Makeup?" Kyle said looking stunned, "Do we have to wear makeup too?"

"Just a little, not much. I'll thicken your lashes and put some lip gloss on you. Maybe a little rouge on your cheeks.

Kyle groaned, "This better be worth it."

As soon as Sonia was out of the room Matthew began to undress.

"What about showering?" Kyle said quickly, "We should be clean before we put on...umm...these," he said holding up his panties.

"Oh yeah, right...but we gotta hurry. Come on, we'll shower together to save time."

", are you sure?" Kyle stammered.

"Why not, you getting shy all of a sudden?" Matthew teased.

"No, just...we  haven't bathed together since we were kids."

"We're still kids.  Come on, we need to hurry."

Once again Kyle allowed himself to be led and once they were in the bathroom that Matthew and Sonia shared, Matthew began to undress once again.

Turning his back Kyle began to undress hoping beyond hope that his dick wouldn't betray him once he saw his best friend and crush naked. But when he finally turned around he forgot about his fears as he came face to face with Matthew who was sporting four inches of hard boy wood.

"Come on," Matthew said ignoring his own state of arousal and barely glancing at Kyle's slowly rising member.

Numb with shock and dizzy from the sight of Matthew's body and all that made him a boy, Kyle stepped into the tub and Matthew pulled the curtain closed.

By now Kyle was completely hard, his own penis slightly thicker and a full quarter inch longer than his friends, but it seemed silly to try to hide it now. Instead he just stood there watching as Matthew soaped up his body seemingly ignoring the fact that both of them were hard as a nail.

"Do you get boners all the time too?" Matthew asked as casually as if he was asking about the weather.

"Uh, you?"

"Yeah, all the time. Day and night," he moaned, "and even when I take care of it sometimes it comes back."

"Uh...take care of it?"

"Jerk it. Oh jerk off don't you?"

"Oh, yeah...sure," Kyle said quickly. He didn't want to sound stupid or weird and if Matthew was saying jerking was normal and that he did it, then he wanted to agree with whatever he said.

"We should probably do it now," Matthew said as he turned his back to Kyle to rinse off his front.

Kyle almost fainted at the thought of that and when his eyes darted down to Matthew's cute ass he let out a little oh sound.

Matthew turned to look at him over his shoulder and smiled, "Too weird?"

"Uh...I....don't know. I've never...."

"I have, at camp last year. When you went with your folks to New York. There were six of us in the cabin and this one kid taught up how to do it and we did it every a group. We didn't touch each other or anything, but it was fun."

"I guess...if you want to..."

"Here, wash up and rinse off, then we'll do it and get back in there and put our panties on," he giggled.

Kyle numbly took the soap and mechanically soaped up his body and switched places with Matthew so he could rinse off. It was as if he was outside his body watching someone else as the scene unfolded. 

Always the leader Matthew began first. Grabbing the conditioner from the shower caddy he poured some into his hand and then handed the bottle to Kyle who took it with shaky hands.

At first Kyle wasn't sure what the conditioner was for, but when Matthew wrapped his hand around his hard cock and began to slather it up, he understood it was lubrication.

At home he sometimes used hand lotion or spit, but his penis was loosely cut and he had a little skin to work with and sometimes he didn't need anything. Mimicking Matthew's actions he slathered up his hard cock and moaned softly as the feelings rushed through his body.

"Nice huh?" Matthew said, his eyes half closed and a goofy look on his face.

"Uh huh," Kyle said momentarily forgetting the awkwardness of the situation as he surrendered to that wonderful warm feeling that his hand always brought to his favorite toy.

Suddenly Kyle was aware of Matthew's eyes on him, and he blushed. Matthew's eyes seemed to be devouring him as they traveled down his body from his cute face to his chest with it's little pink nipples, lower to his flat tummy and cute innie belly button, then finally to the action below the belt that matched his own stroke for stroke.

"This is fun...right?" Matthew said breathlessly.

"Uh huh," Kyle said, not daring to say more for fear he'd say too much and make a fool of himself.

"Are you close?"


"Want help each other?"

Kyle almost fainted for real then. Help each other out? Did he mean...touch each others penis? Could he stand Kyle's touch, could he trust himself not to confess his feeling and fall at Matthew's feet?

"Uh...if you do," is all Kyle could manage to say.

Then without another word Matthew moved closer and reaching over he replaced Kyle's hand with his own and picked up right where Kyle had left off. For a second Kyle felt the room spinning and he had to reach out to steady himself to keep from falling. 

"Oh, sorry," Kyle muttered softly as he grabbed onto Matthew for support.

"It's okay, but can you....uh, help me here?" he said thrusting his hips forward to drive the point home.

"Oh, yeah....sorry," Kyle said blushing, then with a trembling hand he reached down and touched another boy's penis for the first time in his life.

He didn't know exactly what he expected it to feel like to touch another boy down there, but words couldn't describe the feelings rushing over him as he gripped that wet slippery organ and worked it as if it was his own.

"Uh...nice," Matthew gasped leaning his head down to rest on Kyle's shoulder sending even more shock waves through his body.

Nice didn't even come close to what Kyle was feeling, but somehow that word coming from his best friend meant the world to him.  He'd thought about what this moment would be like if it ever happened, but nothing could have prepared him for the wonder and joy that swept over him at that moment.

Suddenly he was aware of a new feeling and looking down he saw Matthew had begun to gently squeeze  his hairless balls as he continued to jack his cock. Moaning softly he quickly returned the favor and suddenly both boys were panting and thrusting. Like most 12 year olds they didn't  have much staying power and suddenly without warning their young bodies tensed almost at once and the most powerful orgasm of their life washed over them.

Shuddering and moaning, eyes closed, heads bumping together almost comically, they stood shakily as their young bodies processed the sensory overload then settled down. They stood there for a moment, breathless, panting as if they'd run a mile, then pulling apart they stared into each other's eyes.

"That was...intense," Matthew said blushing.

"Uh...yeah. We should get dressed and stuff..."

"Oh, yeah...absolutely," Matthew said pulling the curtain back and stepping out, "no need to get dressed though since we're gonna be dressing in...ummm...our cheerleader stuff."

"We can't go out there naked..." Kyle said in horror. He felt as if anyone who looked at him right not could tell what he and Matthew had been up to and he'd just die if anyone knew.

"Just wrap a towel around you," Matthew said as he began to dry himself off.

Even though he'd just had the most intense orgasm of his life, he still felt a little tingly looking at Matthew's naked body and  he quickly looked away.

"What if someone sees us?"

"How many times has my mom seen you in your underwear since we've been friends?" Matthew laughed, "Why are you suddenly so body shy?"

"I'm not," Kyle mumbled. He knew he was beat and he was going to do whatever Matthew suggested, but he was still nervous.

The dash across the hall with towels wrapped around their slender waists and clothes in hand was uneventful however, and Sonia had not yet returned so once again they were alone.

Locking the door, Matthew dropped his towel and began fidgeting with the little pair of yellow panties his sister had picked out for him. 

"Which is the front?" Matthew giggled, "there's no fly...oh wait, girls don't need a they?" he giggled.

Kyle rolled his eyes and laughed, but instead of dropping his towel he pulled the little bikini panties on beneath his towel. When he had them pulled up as far as he could he removed the towel and laid it on the desk chair behind him.

"Woo hoo!" Matthew teased, "You look hot babe."

"Shut up," Kyle said blushing, "Does my dick show?"

Matthew moved closer and bent over a minute to stare at Kyle's crotch before straightening up, and with a lewd smile he said, "Don't see a thing. Did you remove it before you put them on?"

"Ass wipe," Kyle said looking at his friend and grinning. Then letting his eyes wander down to Matthew's crotch covered in those tiny yellow panties he felt his mouth go dry.

Not only could he see the outline of Matthew's boyhood through the thin fabric of the panties, but it looked as though it was half hard.

"Turn around," Kyle heard himself say as if it was someone else speaking.

Matthew shrugged and did a little spin, hands on hips and head held high, and Kyle gasped when he saw how cute his friend's butt looked in those little panties.

" look like a girl from behind."

"Don't go gettin' no ideas," Matthew giggled, "I'm a virgin back there and I plan on staying that way."

Kyle blushed, "Let's try on the rest of the stuff and see how it looks."

"Not until you show me your money-maker. Turn around so I can see it."

Kyle shrugged and spun around without the flare his friend had, but the soft "oh" coming from Matthew said he liked what he saw.

"Too bad you're a dude, cause I could do stuff with that azzz." he said in a silly voice.

"Pervert," Kyle giggled.

The skirts and tops took a minute to figure out but once they had them on they fit perfectly. So perfectly that both boys couldn't help staring at each other.

The tops barely came to their midriff exposing their smooth flat tummies and their bellybuttons which was somehow sexier then if their upper bodies were completely naked.

" look just like a girl...a pretty girl, and those legs...oh baby," Matthew gushed.

"Really, do you. It's almost like I'm looking at Sonia instead of you."

Speaking of Sonia a soft knock on the door got Matthew moving and when he opened the door he hid behind it, not letting his sister see him yet.

"Close your eyes and come on in sis," he said in an excited voice. Then locking the door behind her he went over to stand by Kyle, "Okay, you can look now."

Sonia slowly opened her eyes and the look on her face as she saw the two for the first time said it all.

", you two are sooo cute," she said moving closer to look them over, "turn around....mmmm...yeah, perfect. One problem though, you look so good some pervert might try to pick you up," she added chuckling.

"We'll kick im' in the balls," Matthew said in a high pitched voice causing the other two to giggle.

"You're so cute, you won't need much makeup, but let's see what a little eye shadow and liner will do..."

The boys sat patiently as Sonia applied the makeup and when she was through she allowed them to check themselves out in the full length mirror on the door.

At first they were speechless. It was one thing to change clothes and dress up as someone else, but what Sonia had done with a little makeup was to transform them into another person. It was hard to believe they were looking at their own bodies and faces, and then letting their eyes travel to the other reflection in the mirror their excitement could not be contained.

"You're pretty," Kyle giggled.

"So are you dude, I mean sister," he giggled back, "You did good Sonia, we look like real girls."

"If I didn't know it was you two I'd never be able to recognize you."

"Hmmm...think anyone else would?" Matthew asked turning to give Sonia a thoughtful look.

"No way, not even your own folks could recognize you unless you were up close and spoke to them or something."

"Then this is perfect. We can hide out till it's time to go then sneak out the back and no  one will know it's us. Can you help us get ready on Friday? Please Sonia, I'll do anything for you if you'll help us."

"I will be at work till about six, we could have you all ready before she gets home and you could hide out till it's time to go trick or treating."

"I'm staying over at Kyle's  house Friday night...uh, could you come over there and do it?"

"What about Kyle's parents?"

"My mom will be home, I guess we could show her. She's cool and anyway I know she'll wanna know what costumes we decided on. It might be a little embarrassing, but I guess we could stand having one adult know about this."

"Your mom is cool, she won't tell anyone if we ask her not to."

"Yeah, I guess that would be okay. We can wait till it's sort of dark then slip out the back way and head out to the street and no one will know where we came from."

"Cool, so Sonia...can you do it?"

"I guess, but you two owe me big time," she said grinning.

"Okay, I'll make Kyle pay you back," Matthew said lewdly, "I know you like him."

"Matthew!" Sonia said blushing, "I do not. I mean not like that. I mean he's a nice boy, but we're just friends..."

Kyle blushed, "You're like my sister too," he explained, "and Matthew is like my brother."

"Whatever," Matthew said grinning, "but seriously sis, you name it and we'll do it. Just help us out with this thing...please."

"Okay, I'm going to Judy's that night anyway and it's on the way. I'll pack the stuff I need in my overnight bag and stop by Kyle's and do the makeup. It won't take me long."


The hardest part turned out to be waiting for Friday to finally come. Kyle's folks had questioned him several times about his choice of costume but he'd managed to stall them and said they'd find out Friday night. His dad wasn't really all that interested and anyway he was flying out Friday afternoon for a business meeting in Dallas and wouldn't be back till late Sunday. 

At school some of the other kids questioned them about their costumes but they always managed to sound noncommittal and change the subject. 

Sonia had agreed to bring their costumes when she came to do their makeup to avoid Kyle getting caught with girl's things and Matthew had laughed about that. 

"Boy imagine if your mom found panties in your dresser drawer," he giggled. She'd think you were either having girls in your room or cross-dressing."

"Shut up, she doesn't snoop in my room anyway. But she does put my laundry this is safest."

By Friday both boys were pumped with excitement, but a little nervous as well, and when the final bell rang they were out the door and on their way to the bus before most of the other kids could get out of their seats.

The ride to Kyle's house took longer than the ride to Matthew's since his was the last stop, but it gave them time to calm down and think about their plans for the evening.

They'd mapped out a route starting in their neighborhood and covering most of the houses in their area as well as a few in a more prestigious section of town. The route was approximately 4 miles round trip and they had allowed 2 hours to complete it. That meant they had to be out the door by 7 to make it back by 9, which was the curfew imposed by Kyle's mom.

As they piled off the bus near Kyle's house they sniffed the crisp Autumn air and the excitement returned.

"I hope we don't get too cold," Kyle said shivering in the cool air.

"Yeah, our nipples might get hard," Matthew laughed.

"Too bad we don't have tights or something to keep our legs warm."

"We'll be fine, all that walking will keep us warm."

"I guess, least it's not supposed to rain."

By the time they got to Kyle's house they were ready for their after school snack and then some video games as they counted down the hours till Sonia arrived.

At 6:30 they wandered downstairs and a few minutes later Sonia rang the doorbell. After saying hello to Kyle's mom she followed the boys back to Kyle's bedroom. They'd explained that Sonia was helping them with their costumes but so far hadn't even so much as hinted what their costumes were.

By 6:45 Sonia had worked her magic once more and looking over her handiwork she smiled contentedly.

"You look even cuter tonight. I bet no one would believe you are really two boys, but let's test it now. Come on and let me do the talking."

The boys looked at each other and smiled and tried to act as girlish as they knew how. They soon discovered it was easier to act the part once they were in costume and looking at each other made it seem even more real to them.

Marching the two cute cheerleaders into the living room where Kyle's mom was watching TV Sonia came to a halt and presented her two charges.

"Mrs. Phillips, this is Candy and Tiffany, two of my friends from school."

"Oh, hi girls....what in the world?" she said as her eyes took in the two and a look of recognition came over her face, "Oh My God," she giggled jumping up to look at the two cute girls who only a short time ago had been cute boys, "You two are so cute. I've always said as cute as you two are you should have been girls, and now...just look at you," she said grabbing Kyle by the shoulders and spinning him around to get the full view.

"Awww mom, it's just a silly costume," Kyle whined, but deep inside he knew it was more than that. By donning the clothes and allowing himself to be made up he had assumed the persona of someone completely different, someone of the opposite sex.

"Oh, let me get some pictures," she said grabbing her I-phone, "Smile girls," she giggled and as she too several pictures of the boys hamming it up and then a quick video as they shook their pompoms for the camera.

"Oh, I wish your father was here to see this," she laughed, "On second thought..maybe not."

"You think dad will be mad?" Kyle asked with concern.

"No, of course not. He'd just be...shocked that's all."

"Well, we should be going," Kyle said at last, "we're gonna slip out the back door and cut around to the front so no one will see us come out of our house."

"Oh, are you worried your friends will see you and make fun of you?"

"No, not really," Kyle lied, "but we figured we'd play a little joke on em' and see if they can figure out it's us."

"Well, if I hadn't given birth to you and practically raised Matthew I might not have recognized you myself. Oh come here and give me a big hug," she said grinning, "I always wanted a daughter, and now I have one."

"Mommmmm," Kyle whined and they all laughed.


They made it to the sidewalk without a hitch and their first stop was the Smith house. The Smiths were always good for a handful of candy especially if they knew the kids from the neighborhood and Kyle and Matthew had always scored big there. But tonight was different. The idea was to remain anonymous, but they were hoping just being cute girls might earn them extra candy.

"Well, what have we here?" Mrs. Smith said smiling warmly, "Two cute little cheerleaders."

Just then her son Les came bouncing up to the door dressed as, you guessed it, a zombie, and screeched to a halt just staring at the two cute cheerleaders.

"Oh Les, you scared the daylights out of me with that god awful costume. Why couldn't you have dressed up as something nice, like these two cute girls?"

Les was staring at the two like a dog looking at a pork chop and Kyle had begun to feel a little self-conscious. Still it was a little exciting too, to think that his next door neighbor didn't recognize him and was perving on him.

"Hi, you go to my school?" Les finally asked nervously.

"Uh uh," Matthew said in as girlish a voice as he could, "we're just visiting our aunt here."

"Oh, okay...that's why I don't know you...I guess. Hey, since you're new and all...maybe you could walk along with me and I could like show you the best houses and stuff."

Matthew almost groaned, but Kyle thought it might be fun to have Les along and see if he ever figured them out. If not at least they'd have someone else to talk to and anyway there was safely in numbers, right?

"I think that's a great idea," Kyle said batting his eyes and smiling coquettishly, "You can scare off the bad boys," he giggled.

Les smiled really big then, but it was hard to tell with all the fake blood and dark makeup on his face. Grabbing his bag he joined the two on the porch covertly checking out their rear ends in the process.

Mrs. Smith loaded them up with candy and they were off, "I didn't catch your names girls," she said as they started up the walk.

"Candy and Tiffany," Matthew giggled and she frowned as she stared after them.

"I'm Les...uh, in case you didn't hear my mom say my name," Les said grinning.

He was a year younger than the two cheerleader want-a-bes, but in the same class with the two because he had skipped a grade when he was 9. He was maybe the smartest kid in the whole school, but a bit of a social outcast and except for a few nerd friends and of course Alex and Matthew, he didn't have much of a social life..

He was slender, but not skinny, dark haired with green eyes just like his mothers. He had yet to start puberty, but lately he'd started noticing his body more and had frequent erections which perplexed him at times. He knew he liked girls, but there were a few boy at school that he liked looking at too and Kyle was one of them.

He'd never actually seen Kyle naked, but once at a pool party he'd walked in on him changing while he was just in his underwear, and Les had became aroused. He'd backed out quickly, apologizing the whole time, but Kyle just shrugged and never mentioned it.

"I'm Candy and that's Tiffany," Matthew said in a voice just one octave above his usual one, and quite convincingly female.

"It's nice to meet you. I'm 11, how old are you girls?"

"We're 12, and in 7th grade."

"Cool, uh...I'm in 7th too, because I skipped a year due to the fact that I was way ahead of my fellow students."

"Oh, you must be really smart," Kyle said as they turned up the sidewalk to their next house.

They were busy for a few minutes collecting candy then back on the walk again.

"Naw, not really. I mean it just comes easy for me, but I wish I was more athletic like my friend Kyle. He's my next door neighbor and he's so cool."

Kyle blushed and Matthew almost chocked. Did Les have a little crush on Kyle? they both wondered.

"Oh, he must be a real little stud," Matthew said trying not to laugh out loud.

"Yeah, a real stud," Kyle added suppressing a laugh as well.

"Well, I don't know about that," Les laughed, then blushed, "but he's smart and nice and really good at sports and stuff.

"Wow, we'd like to meet him," Kyle said eying Matthew with a gleam in his eyes.

"Hey, I just remembered, I was gonna go see if I could go trick or treating with him and Matthew, but...well...this is cool. They might show up and we could all go together.

Not likely, Matthew thought giving Kyle a wink.

They hit the rest of the houses on the street as Les rambled on about this and that, and school and what movies he liked, but there was no further mention of Kyle until they got to the park which was halfway between the two neighborhoods. 

It was there that they stopped to rest and do a quick inventory of their candy and suddenly Les started in again.

"I bet Kyle already has a big bag full. He knows how to get the old ladies to give him the candy. I bet they all love him," he said almost dreamily.

Matthew looked over at Kyle and grinned, "Wow, he must be really cute. I'd sure like to meet him."

"Hey, what have we here?" someone said from behind them.

Turning around quickly they saw too high school boys headed their way. Kyle knew one of the boys, John was his name, because he had a younger brother that went to their school, but the other boy he didn't recognize.

"It's two cute cheerleaders. Can you shake your pompoms for us girls?" John laughed punching his friend in the arm playfully.

"Uh...hi," Les said, "aren't you Billy Williams brother?"

"So, what's it too you zombie boy. These girls your victims...victims?" he laughed punching his friend again.

"Uh, no we were trick or treating and they're new so I was sort of showing them the way..."

"What's under that skirt?" John said moving closer and bending down as if he were going to see for himself. "Do cheerleaders wear panties?"

"Of course," Matthew said angrily, "why don't you two gorillas go find some bananas and leave us alone."

"OH, she has sass..." John laughed, "what's your name cutie?"

"Candy, now beat it or I'll scream rape and you'll be registering as a sex offender the rest of your stupid life."

"Now, that's not very friendly," John said punching his friend once again.

"Uh, come on John...let's go. We need to get to Marvin's for the party anyway."

"In a minute. So you girls don't like older boys then? Maybe you like each other. Is that it. Are you two mini-lesbos?" he laughed.

"We just don't have sex with anyone outside our species,"  Kyle said finally having heard enough.

"OH...burn!" John's friend said then "Oww.." when John punched him hard on the arm.

"What's in the sack girls? How bout if we help you out and take some of that candy so you don't have so much to carry?"

"Touch my candy and I kick you in the nuts so hard, your sons will be born racked." Matthew said defiantly.

Neither Kyle or Matthew had ever taken any shit at school and though they'd never been in any major fights, they felt confident they could defend themselves if necessary.

"Oooo....big talk sweetheart. Why don't you just give me the bags and we'll call it even.

"Why don't you go blow your friend and leave us alone," Matthew smarted off.

"Why you little cunt," John said lunging for Matthew, but both boys were ready for him and when he moved Kyle kicked his leg just behind the knee and when he went down Matthew kicked him squarely in the balls.

The noise he made as he lay on the ground writhing in pain sounded as if it would be right at home in a horror movie, but the sounds were soon behind them as took off running. 

StoneBrook was just beyond the park, and once they reached the upscale neighborhood they slowed to a walk once again.

"Boy did you see how he went down?" Matthew laughed.

"You..uh girls are pretty rough...for girls." Les said with wide eyes.

"Well, we girls have to protect our honor you know," Matthew chuckled.

"Yeah, don't wanna loose our virginity to apes like that," Kyle added.

"Good thing you don't live around here, cause John is gonna want to get even. I just...I just hope he doesn't come after me."

Neither of the other boys had thought of that, but as long as they were around they felt like Les would be relatively safe. After all the seniors were way across town and they didn't mix at any school functions.

"Ma...uh, Candy can I talk to you for a minute...alone?" Kyle asked suddenly.

"Uh, sure...stay right here Les," Matthew said touching Les' arm gently and causing him to blush, "we'll be right back."

Kyle led Matthew off to the curb just under an old-timey looking street lamp and glanced back at Les who was trying hard not to stare and failing miserably.

"We should tell him. He's gonna be worried all night if we don't, and besides I think he's starting to like us a little too much if you know what I mean."

"You mean he might try to molest us?" Matthew giggled.

"Well, no but he might want a little kiss. You willing to put out on a first date?"

"Depends on what he wants to kiss," Matthew joked.

"Come on, let's tell him. What do you say?"

"I don't care, but if we do we need to swear him to secrecy. No one else needs to know about this...okay?"

"He can keep a secret. I trust him. Besides if he hasn't figured us out by now, no one will."

"Okay, that's fine. We'll tell him."

"Les, come over here?" Kyle said dropping the fake voice and using his own.

"Uh, what's going on?"

"Well...we have something we need to tell you. I mean you being so smart and all you probably already know, but uh...well, we're not really girls."

"You're not?" Les asked wide-eyed.

"Now don't tease us any more," Kyle said trying to help Les save face, "you know it's me and Matthew and you were just going along for fun, right?"

"Oh, yeah...right," Les said blushing and trying to remember everything he'd said and wondering if he'd made a fool of himself at any time, "Yeah, yeah...I knew. I was just playing along guys, he he...good one. Nice, I knew all along."

"So, don't worry about John and his buddy, cause we got your back dude," Matthew offered, "but we got one favor to ask."

"Uh, sure anything. You know I really like you, uh...guys and I'll do whatever you want."

"You can't tell anyone about us dressing up. Most guys aren't as smart as you and could never figure us out, and we'd like to keep this  our little secret. Can you do that buddy?"

Les smiled at the familiarity and warmth in Matthew's voice and nodded, "I promise man, my lips are sealed."

"Great, I knew we could count on you and as a reward we'll both give you a big kiss when we get back home," Matthew giggled puckering his lips.

"UH...that's okay," Les said blushing and all three boys laughed.

Les was still having trouble believing the two cute girls walking along beside him were really boys and he kept giving them covert glances every now and then. He remembered the things he'd said about Kyle when he thought Kyle was Tiffany and he hoped Kyle wouldn't think he was silly or worse that he was perving on him. He supposed Kyle might actually be flattered, but Les' lack of self-esteem didn't really allow him to believe that. Anyway there was nothing he could do now except keep their secret and show them that he was trustworthy and a good friend.

"I really didn't know," Les suddenly blurted out causing the the other two to come to an abrupt halt. 

They were at the end of the block now and waiting to cross the street, but now they just stood there waiting for Les to continue.

"I...thought you were girls. I...thought you were pretty and nice and I...well, girls aren't usually that nice to I guess I should have known something was up...but I guess I'm not as smart as you think I am."

"Hey, even my mom took a minute to figure us out and she's known me all my life, so don't feel bad. I bet you would have figured it out sooner or later, but we didn't want you to worry about John, that's why we told ya'."

"Thanks Kyle, uh...what I said back there...."

"Hey, I'm flattered. I didn't know you thought about me like that. I appreciate the kind words."

"You don't think it's weird or anything?"

"Not unless you have pictures of me all over your wall and I find out you been stalking me," Kyle teased.

"Uh, pictures..."

"But you have been stalking him?" Matthew joked.

"No! I just...well, you guys have been really cool with me. I know I'm not popular and you guys have always been nice to me and make me feel...well, sort of like I'm a regular guy."

"You are a regular guy. A good one too. You're smart and funny and who cares if you aren't good at sports? We hang out with you cause' we like you, that's all. Right Matthew?"

"Absolutely, but...the night is wasting and we have miles to go and tons of candy to beg off of old ladies."

The other two boys laughed then and the mood was light as they started off to finish their rounds.

By the time they got back to their own neighborhood they were a little behind schedule, but Kyle was sure his mom would listen to any reasonable explanation of why. They were just heading up their own block, across the street this time, when they heard a car horn honking, and looking back they saw a beat up old Mustang barreling up the street.

"Oh shit, I bet that's John," Les said in a terrified voice.

"You said shit?" Matthew said more surprised by Les' cursing than the thought of being run down by a crazy teenager.

"Come on, we have enough candy let's run for my house," Kyle said leading the way.

Lightening fast they made it to Kyle's front porch just as the door flew open and Kyle's mom peeked out.

"Oh, it's you three. You look as if the devil himself was chasing you," she laughed.

"Close mom," Kyle said pushing past her and leading the other two inside.

She took one more look before closing the door, but the Mustang had already reached the end of the street and was turning the corner.

"You boys are late I guess you know."

" only ten minutes. We...uh got hung up in the park..."Kyle said not wanting to get him mother involved if he didn't have to."

"Well, I suppose I can give you ten minutes leeway. I see you let Les in on your little secret."

"Yeah, well...he sort of figured us out," Kyle said causing Les to smile.

"They look really convincing though," Les said, "it was hard to figure out at first."

"Well, from the looks of your sacks of candy it seems to have paid off. Just don't eat it all in one night," she laughed, "Well, I'm going to turn off the porch light and shut it down. The last trick or treater was fifteen minutes ago, I think all but the tricksters are home by now." Then realizing that Les was still there she added, "Is Les staying over too or are you walking him home?"

"I...hey, what do you say Les? Wanna see if you can sleep over" We can tell ghost stories and play Xbox." Kyle said, then cringed realizing Matthew might not be as anxious for him to stay.

"Really? You mean it? Are you sure...I mean are both of you okay with it?"

"Sure, the more the merrier," Matthew said shrugging. He figured they sort of owed it to Les to let him stay and it would make him more likely to keep their secret.

"I could call my mom..." he said excitedly.

Les' mom was almost as excited as Les was about his being invited to sleep over. This would be a first for her shy nerdish son and she hoped it would be just the beginning for him. Like most mothers she wanted the best for her son and she wanted him to have friends and be socially accepted. She had always liked Kyle and Matthew and she had liked them even more when they had taken Les under their wing and now this...well, it gave her a whole new appreciation of them. Her only stipulation was that Les come home first and shower and wash off the makeup and grab a change of clothes.

While he was gone Kyle and Matthew did the same and when Les returned he was a little disappointed to see that the two cute girls had been replaced by two cute boys. Although he did have to admit that Kyle caused almost as many butterflies in his tummy as Tiffany had.

"It's really cool of you guys to invite me," Les said for the second time since he'd arrived.

"Hey, it's no big deal," Kyle said sprawling out on his bed and dumping his candy sack out, "Wow, look at all this candy. I even got some full size candy bars in here."

For the next few minutes the boys were busy taking inventory of their larder and selecting a few choice pieces for consumption.

"Hey, wanna watch a scary movie? I bet Netflix has something?" Kyle asked as he scooped up the last of his candy and returned it to the sack.

"Yeah, that would be cool...uh, I was wondering," Les said nervously, "Where will I be sleeping?"

"Well when it's just Matthew and me we just share my bed, it's a queen size. I think we can squeeze one more in or we can make you a pallet on the floor."

"Oh, uh...well...whatever is the least amount of trouble."

"Let me see what's on," Kyle said forgetting the sleeping arrangement for now and grabbing the remote.

Soon they were settled down on the carpeted floor with throw pillows, eating candy and watching a scary Halloween movie on Netflix. Matthew and Kyle were immune to the fake horror and blood but Les, who had less exposure to such, was nervously watching and occasionally looking away when the gore got to be too much.

"Man, did you see his head explode," Matthew laughed, "that's some good special effects."

"Uh, yeah...kind of bloody though," Les said looking pale.

"Hey, it's just fake stuff...fake blood and computer effects," Kyle said taking notice of Les' reaction.

"I know. Ummm..can I use your bathroom?"

"Sure, you don't have to ask, it's just across the hall. Want me to pause the movie?"

"Naw, that's okay. I won't miss much."

In the bathroom Les peed and washed his hands and looked around. He knew this was Kyle's bathroom and that his folks had their own, and he could see signs of Kyle all around it. A pair of discarded boxer briefs by the hamper caught his attention and he was tempted to pick them up and put them inside, but at the last moment caught himself and blushed at his impetuousness. He wasn't exactly OCD, but he did like things neat and kept his own room and bathroom in order.

"Hey, did you fall in?" Kyle said from the other side of the door, "Can we come in? We need to pee."

"Oh sure, come on in..uh just washing my hands," Les said grabbing the hand towel by the sink and pretending to be drying his hands.

When the two came in Les was surprised to see that they had stripped down to their boxer briefs and it was all he could do not to stare. He didn't think of himself as gay, but he supposed it was normal to be curious about other boys, especially older boys, and he didn't worry about it too much.

When the two had been dressed as girls he found that arousing and that seemed to validate the fact that he liked girls more than boys, but he had to admit the two were interesting to look at no matter whether they were dressed as girls or boys.

Without waiting for Les to leave the two scooted up to the toilet and began peeing side by side, and after getting over the initial shock, Les decided it was probably something they did all the time and no big deal. For him however it would have been a big deal. He always chose the stalls at school to do his business in and the thought of another boy seeing his penis and maybe him becoming aroused in the process was horrifying.

"I'll uh...see you in your room," Les said trying hard not to stare at the two other boys' backsides. Even dressed in boxer briefs and not panties Les saw that they had cute butts and the sight of them caused butterflies in his tummy and a stirring in his pants.

"Sure, we paused the movie. Be there in a minute," Kyle said looking over his shoulder.

When Les was gone the boys finished peeing but were in no hurry to put their junk away. Shaking the last few drops off and then just holding their quickly growing members they grinned at each other.

"Remember what we did in the shower?" Matthew said in a soft voice that sent goose bumps down Kyle's body.

"Yeah, it was fun. I...wonder why we never did that before?"

"Well, I guess we just never thought of it or...maybe we weren't ready for that kind of stuff yet. I mean now that we're 12 and starting to go through puberty."

"Yeah, I guess. Anyway...what I wanted to say was, if you want's fine with me if we do that again sometime."

"Cool, I was hoping you'd say that," Matthew beamed, then frowning he added, "Too bad Les is here we could have done it later in bed."

"Well, we could fix him a pallet on the floor..."

"Or...he could play too," Matthew teased.

"Think he likes that stuff? I mean he's only 11."

"Yeah, but did  you see the way he was looking at us when he thought we were girls. I bet if we had been he would have gone all the way with us if we let him."

"Yeah, he did seem interested and I noticed he was watching us just now when we were peeing. I think he was checking out our butts," Kyle chuckled.

"Well, maybe we could help him along..." Matthew said looking thoughtful.

"How? Uh, what are you thinking?"

"Well, we still have the cheerleader outfits. What if we dressed up again and seduced Les."

"Really, are you serious? Kyle said with interest, "You know it might be sort of fun, and we could always play it off as a joke if he didn't like it."

"Yeah, let's do it. I'll go in and grab my gym bag. It's got all our cheerleader stuff in it. I'll tell Les we're taking another shower or something."

"Yeah, why don't you set up the Xbox for him and he can play while we're getting ready.That will keep him busy."

Once they had Les settled in front of the TV playing a video game the boys began to get ready.

"Those panties look really good on you," Matthew said grinning.

"You too, it shows off your butt nicely."

"Yeah, I do have a nice butt," Matthew giggled, "Too bad we won't have the makeup this time, but we can keep the lights low and maybe he won't care."

"I think...I think you look cute with or without makeup," Kyle said blushing.

Matthew paused and looked at his best friend for a moment and at first Kyle was afraid he'd said too much, then Matthew smiled and reached out to touch him on the shoulder.

"Not as cute as you," then he blushed as well and went back to dressing up.

When they were finally dressed they moved up to the full length mirror on the door, and standing side by side they checked out their reflections.

"We look hot. I'd do either one of us in a heart beat," Matthew said lewdly.

"Let's see if Les feels the same way," Kyle said slapping Matthew on the butt playfully.

" it, that's my money maker. Don't bruise it."

Whispering nervously they walked across the hall to Kyle's room and slowly opened the door. Les was engrossed in the video game he was playing but when he was finally aware of their presence he looked up and gasped.

"What are you doing?" he laughed nervously.

"Well...we thought you might like a little female company," Matthew said in his girly voice, "big ole' stud like  you," he said batting his eyes playfully and even without the mascara his eyelashes were long enough and thick enough to be alluring..

" guys," Les said nervously, "What are you going to do?"

"Well, that's up to you baby," Kyle said finally immersing himself completely in his alter ego's persona, "Right Candy? Should we show him what we like?"

Matthew smiled then winked at his best friend and they moved together and started bumping against one another. They had mapped out their actions earlier in the bathroom but they weren't sure just how far they would have to go to get a rise out of Les. 

"You guys..." Les giggled, but he was blushing brightly and watching their every move.

Licking his lips sensually Matthew leaned in and kissed Kyle on the lips and the intensity of the kiss surprised both of them, but not as much as it surprised Les who was staring wide-eyed, his mouth hanging open.

"Did you like that?" Matthew said breathlessly coming up for air, but Kyle wasn't sure if he was talking to Les or to him.

"That was hot," Les gasped, "but...are you, gay or something?"

"No, no way. We're just...well, we..." Kyle stammered.

Fortunately Matthew jumped in to explain, "It's just play acting and it's fun. We both like girls and when we look at each other we see a girl so it's easy to know sexy that way."

"Oh, yeah...sure I see. It is pretty exciting," Les said adjusting himself absent-mindedly.

"Do you like us this way?" Matthew said advancing on Les and bumping his smooth legs against Les playfully.

"Uh...yeah. I guess," Les said softly, afraid to look up for fear he'd become completely aroused at the sight of Matthew's smooth girlish looking body.

"Come up here," Matthew said reaching down to offer a hand up.

Les hesitated only a minute before accepting the offered hand and allowing himself to be pulled up, marveling at the strength in Matthew's arms.

"Sit here on the bed by us," Kyle said patting the bed beside him and Matthew led him to the bed then, pushing him down and sitting beside him, sandwiching him between the two of them.

They were so close Les could feel the heat coming off the two 12 year olds beside him and he suddenly realized in horror that his penis was harder than it had ever been.

"Now isn't that better," Matthew said leaning in an brushing his lips against Les' ear causing him to shiver.

"I uh, what are you gonna do?"

"Just relax, you'll like it," Kyle whispered leaning in to nuzzle Les' other ear playfully.

"I...oh, God...I...I'm gonna faint," Les gasped.

"Maybe you're too hot, why don't you get more comfortable? Here let me help you get that tee shirt off..."

Les felt Matthew tugging at his shirt and he felt helpless to refuse. Before he knew what he was doing he raised his arms and allowed his tee shirt to be skinned over his head.

He was slimmer than either Kyle or Matthew but he was fit and had nice muscle definition though he still had a little baby fat around his middle that made him look adorable.

"Nice," Matthew said brushing his hand over Les' chest and causing his nipples to stand up, "Oooo...look Tiffany his nipples are hard. I wonder if anything else is," he giggled.

" guys. I don't think we should be doing this..." Les protested weakly, making no attempt to put a stop to it however.

"Why, don't you like us?" Kyle asked laying his hand on Les' leg and rubbing it gently.

Les squirmed a little and felt like he was going to pass out from all the excitement, or maybe because all the blood in his brain had drained to his hard aching cock.

"Let's get those pants off of you. You'll feel much better," Matthew said fumbling for the top button of Les' jeans.

"Hey," Les protested, but again he made no attempt to stop him.

"Stand up," Matthew commanded and Les obeyed without protest this time.

Matthew stood as well and slowly lowered the zipper of Les' pants and then tugged them down to reveal a prominent bulge in his tighty whites.

"Nice undies," Matthew giggled.

"My mom bought them," Les said nervously. "I wanted boxers but my mom wouldn't let me have them."

"I like these, they're sexy," Kyle said grinning, "and they fit you nice too, but they look kind of crowded in there," he said pointing to Les' obvious erection.

Les blushed bright red. For the first time another boy was looking at his erection and all he could think about was how nervous he was and how he'd compare. Would they laugh when they saw his penis or would they keep up the charade and pretend to like him no matter how inadequate he was?

"Yeah, we should definitely get these briefs off of you and let that tiger out of it's cage," Matthew joked.

"No, wait," Les yelped, but Matthew already had the waistband in his hand and before Les could protest further Matthew jerked his underwear down in one smooth movement revealing an above average uncut penis.

Both Kyle and Matthew gasped and suddenly it was them who felt inadequate. Matthew thought that his 4 plus inches of boy flesh was quite impressive, but Les had to be at least an inch longer and thicker as well.

"Holy shit," Matthew said speaking out of a character for the first time, "Your dick is huge."

" is?" Les said with surprise, "'re just kidding...right?"

"No man, you're bigger than both of us and fatter too. Holy shit...uh, do you cum yet?"

"Cum?" Les asked numbly. He was still busy processing everything that had happened and unprepared for such a question.

"You know, do you squirt sperm yet...when you jerk off?"

"Jerk off?" Les mumbled, "I don't think so."

"Oh, you'd know," Kyle said shaking his head, "You do jerk off, right?"

"Uh, yeah," Les said softly, not sure if this was a test or if they were genuinely interested.

"Cool, mind if I touch it?" Kyle said with obvious lust in his eyes and his voice.

"Okay...I guess, but I never had that before."

"Just pretend I'm a pretty girl and relax," Matthew said rubbing Les' leg gently and causing his cock to jump visibly.

Les sighed softly and allowed himself to relax as much as possible, but this was all so new to him and every nerve in is body was on edge. He'd thought of stuff like this a lot, mostly with girl, but he had to admit that sometimes he thought about boys and Kyle was one of those boys. To know it was Kyle touching him, but in the disguise of a cute girl, it was as if all of his fantasies had come together at once.

"Uh," Les grunted as Kyle wrapped his hand around the hot stiff rod with it's velvety  covering of skin.

"I've never seen one with skin before," Kyle said with interest, "I like how the skin goes up and covers the head and then when I pull it back out pops the head again."

"I bet you don't even need any lube," Matthew offered as he watched with interest, "Let me try it."

The two worked Les' hard cock like it was a toy, seemingly oblivious to the effect it was having on the younger boy. He'd learned to masturbate from the internet but had never done it with another boy, let alone had another boy do it for him, and the feeling was so intense he felt ready to pass out of die.

"Uh guys..." Les moaned.

Looking up Kyle saw the look on Les' face and he knew hey wasn't going to last much longer.

"Better slow down Candy," Kyle chuckled or Lessie Boy is gonna blow his stack.

"Oh, yeah," Matthew said grinning, "Well, what can we do now?"

"How bout' we make out some more and let Les watch us? That will get him good and hot for some more play later."

"Okay," Matthew said leaning across Les' naked body and planting his lips firmly on Kyle's.

As much as both boys wanted to pretend that they were just play acting, the truth was they were really enjoying the kissing and body contact, and Les was only a means to that end. If Les hadn't been there they wouldn't have been so bold or gone this far. What they'd shared in the shower had been fun, but not as intimate as what they were doing now, supposedly for Les' benefit, and it was both scary and exciting to think about what might lay ahead.

" kissing each other?" Les asked after a while. There was no recrimination in his voice only a sort of reverent awe.

"Sure, want to try it?" Matthew asked moving his face closer to Les' face.

"Uh...I don't know..." he stammered. If it had been Kyle who had asked that question he wondered if he would have hesitated.

"Come on, sweetie," Kyle said really getting into his part as he nuzzled Les' ear. 

That was all the incentive Les needed to cave and nodding he turned his face to Kyle and puckered up.

Kyle thought Les was cute, always had, but he'd never been this close to him and certainly never seen him naked, and he was a little surprised at how turned on he was as he moved in for the kiss.

Their lips met and fireworks began. Though shy and awkward at first, Les' inner beast soon took over and he began to get into the kiss. His cock was even harder than before, if that were possible, and he felt as if every nerve ending in his body was being stimulated at once.

The kiss progressed from a dry platonic kiss quickly and became a wet, open-mouthed dueling of tongues as they pressed together intimately. 

When they finally broke away to catch their breath Matthew was staring at them  in what looked like shock.

"Wow, you guys really went at it. Is Les that good a kisser?"

"See for yourself," Kyle offered and this time Les didn't resist Matthew's advances.

The kiss with Matthew was almost as good as with Kyle, almost, but Les idolized Kyle and the kiss had meant more coming from the one boy he liked more than all others.

"Wow, that was amazing," Les said at last, "Umm...I was wondering. Are you guys gonna stay dressed up as girls all night?"

"Do you want us to?" Kyle asked hoping Les gave him the right answer.

"No...not really. I mean I know it all started out with me liking you as girls, but I like you just fine the other way too."

"What are you saying Les? Are you saying you want to do this stuff even if we're boys?" Matthew asked looking into his eyes.

"I'm not gay," he quickly said, "at least I don't think I am. I like girls, but...sometimes I wonder about boys too. Is that weird?"

"No, it's pretty normal if you ask me," Kyle said, "anyway who cares about that stuff? My dad says it's just labels and no one should label themselves. If you like someone that way what difference does it make if they're a girl or a boy?"

Matthew had listened to Kyle's little speech with excited interest. He'd never known Kyle felt that way and it sort of opened up new possibilities for them. For like Kyle, Matthew had been having some special feeling for his best friend too. He'd started the whole thing in the shower just to see how Kyle would react, and he hadn't been disappointed, but up until now he wasn't sure if it was just sex or if there could be more. Now he felt like he could open up to Kyle when the time came.

"Yeah, we're still young and we might change, but for now...this is fun, so why not have fun while we can?" Matthew added, "So what do you say we let you undress us Les? We're at your mercy big boy."

Les laughed nervously then began to tug on Kyle's little middy top. He liked how Kyle's flat tummy looked but he knew he wanted to see it all, every inch of him and with trembling hands he unwrapped the boy of his dreams.


Naked and in bed together the three seemed to have lost some of the spontaneity and excitement of earlier, but it was Matthew who got them back on track.

"Look, I know this is kind of weird or awkward or whatever, but we're all three good friends, right? And we've already seen each other naked and kissed and well, touched some junk," Mathew chuckled, "So why don't we just start slow, you know... just touching or rubbing or kissing and see where things go? I know I'm still horny and I really want to get off and I bet you guys do I right?"

"Yeah," Kyle chuckled, "If I was any harder it might break off if I touched it."

Les giggled, "I thought you guys were kidding when you said I was bigger. I always knew I was a freak, but this kind of freakiness is okay...I guess."

"Okay? it's great. Girls like big ones...if you go that way, and some boys like big ones too. I think it's cool and especially the foreskin." Matthew said softly,"Think I could get another feel of it?"

"Yeah, but only if I can feel yours too," Les said smiling.

"Hey, what about me?" Kyle said sounding hurt.

"I have two hands," Les laughed and if you ask real nice I'll let ya kiss me."

The End


In the weeks and months ahead Kyle and Matthew opened up to each other and became even closer, eventually becoming boyfriends. They included Les in their sex play occasionally, but when he finally lost his virginity to a girl at age 12, he turned to girls exclusively.

When the two turned 15 they came out to their parents and friends at school, and after some initial ribbing things went back to normal. That Halloween wasn't the only time they dressed up as Candy and Tiffany, but it was always in good fun and neither took it too seriously. After all it was Candy and Tiffany who had allowed them to get in touch with their feelings and with the help of Les they had explored a side of life that few boys their age ever would.

Who knew that a little Trick or Treat dress up could lead to a whole new way of life?


Happy Halloween 

Kewl Dad