Date: Fri, 07 Oct 2005 12:39:21 -0500 From: James James Subject: Fun in Panties I was about 13 years old. I was over at a friends house on a Friday evening watching TV. It was getting late when his mother asked if I would like to spend the evening with Bob, her son. Sure. It was probably midnight when we went to bed. I didn't know it when I was invited to stay but Bob had a queen size bed in his room so we were sleeping together. Some time durning the night I felt Bob laying right next to my back. That woke me up. What's up". I said. "Dreaming about girls and I guess that woke me up" he said. "Got a boner and can't seem to get back to sleep." I reached around and slid my hand down my back. "What the hell are you wearing. It feels like silk?" I asked. "Well my PJ's were dirty and besides you are in your underware so I looked in the dirty close hamper and couldn't find my stuff so I got a pair of my sisters panties.They feel nice don't they?" I reached further down and felt his boner pushing against the panties. "They do have a nice feel to them" I said. I rubbed his stiff dick a little more before removing my hand. I turned to face him. We were both on our sides. "So what exactly did you dream about to get a boner?" I asked. "I don't know but it is really hard isn't it" he said. "I really like the feel of her panties against my prick" he added. "Can I feel it again?" I asked. "Sure. I liked you doing that." My hands again moved down to the panties. I put one on his balls the other rubbing his dick. "Yes that does feel good" I said. "Which, my panties or my private parts?" he asked. "Both" I mumbled. "Why don't you turn on a light so I can see what they look like." "What the panties or my dick?" he asked again. "Both" I said again. He got up and turned the light on and slowly walked back to the bed, I guess so that I could get a look at both. His dick seemed to be about the size of mine and his panties were white. He was rubbing his crotch. "I really need to cum" he said. "Go ahead. I'll watch." I replied. "That's little weird don't you think?" he said. "Oh yea and it isn't weird that you have on your sisters panties!" I laughed. "Have you ever put them on in the past?" "Well a couple of times when I have been really bored and just wanted to try something new. What I think about alot when I'm jacking off is what it feels like for someone else to be doing it to me instead of always my right hand." "Yeah I know what you mean. We need a girl friend" I said. "Fat chance of that." he said as he got back into bed. He put his hand inside the panties and I could barely see what he was doing. So I reached down and hooked my thumbs in the top of his panties and pulled them down so I really could watch. "Hay what are you doing?' he complained. "I said I wanted to watch. I can't see how you do it with the panties covering your dick." His stiffened cock sprang free. He was slowly stroking it with one hand and rubbing his nipples with the other. I had never thought of the nipples. I'll have to try that some time I thought. "Do you have a hard on?" he asked as he continued to stroke his cock. "Half hard" I said. "I have never watched a guy jack off before and it seems a little strange." "Why don't you take off your pants" he suggested. I lifted my ass and pulled them off. "Nice cock" he said. "Too bad it is not hard" "Just pay attention to yours and stop worrying about mine" I said. Bob once again began playing with his dick. He did about the same as I did. Mostly up and down with some stops at his balls. I let my hands travel up to my nipples like Bob did every now and then. to my surprise they became instantly hard as well as my cock. Felt really good. When Bob took his hands off his nipples I reached over to replace them and began to play with his nipples. He moaned. I rolled on to my side and scooted next to him and pushed my now hard cock into his leg. I began humping his leg as I was now really into the show. Bob was beginning to fuck his hand much faster. I reached over and cupped his balls encassed in his panties. Panty covered balls felt very soft. That proved to be too much for Bob and was shooting cum all over his chest and my arm. Nice warm sticky cum. He got and went to the dirty cloths hamper and came back with a towel to clean himself off. "Thanks for playing with my nipples and balls. That felt really good. Aren't you going to jack off? What happened to your hard on?" "I still think this is kind of weird" I said. "I guess that's what happened to my hard on." "Don't you want to cum" he asked. "Yeah but maybe I should just go home and take care of it in the privacy of my won room." I replied. "No way!! I want to watch you jack off" he protested. "Here put these panties on maybe that will help. It gets me hard every time." he said as he handed me the sticky silk panties. I pulled them on and had to admit that they felt good. My dick admitted it as well as it raised to half mast. Bob said "It is my turn to feel them" as he reached over and rubbed my half hard cock. Half hard quickly became totally hard. His rubbing became more like facking as he gripped my cock instead of rubbing it. "Do you like that?" he asked. All I could manage was a nod. Then he touched my nipples. That really felt strangely good. My dick twitched a little. "Like that too I see" he said. He then pulled the panties down a ways like I did to him. "Can't see your cock with those panties covering it" he smiled. He took a good grip on my cock and began jacking me off in ernest. I wanted to say no this is too gay but instead I just began to meet his strokes with my thrusts. "Tell me when you are going to cum" he said. "Soon" I answered with a thrust. He watched me closely as he jacked me off. "Now. I am going to cum now" I moaned. Immediately after he saw my first squirt he lowered his head and mouth to my dick and face fucked me. I have never felt such a wonderful feeling and I came in his mouth. He let most of it run out of his lips. "That was unbeliveable he said. I really liked doing that." "Me to" I moaned. We fell asleep. The next morning, saturday, we woke up and I still had the panties on. "Cute" Bob said. "A little crusty but cute." We both laughed and I took them off. "Why don't you stay a while. My parents are still gone and my sister is the only one home besides us. So I decided to stay. Bob told me he really enjoyed our little jack off secission last night and he would like to do it again today. "I don't know. I still think it is too weird" "It is better then doing it alone and I haven't found any girls willing to jack me off have you?" "You know the answer to that" I said. "Come on let's fool around. No one will ever know and it really feels good." "OK. Exactly what do you have in mind?' I asked. "We can both start with panties on and kind of feel each other up and play it by ear. You don't have to do anything you don't want to." he said. "OK." He went into his sister's room and came out with two clean pairs of panties and some other stuff like half slip and a night gown. Bob handed me a pair of pink panties that were fairly sheer. As I pulled them on I got a hard on. That surprised me. I looked in the mirror and liked what I saw. Bob was putting on a black lacey pair and the half slip. He came over and put both hands on my dick. "I see the panties made you hard." "Yes I guess they did. They sure feel nice. Too bad I can't see your sister in them." He then put both hands on my ass and pulled me to him. I could feel his errection. We pushed our dicks together for a while and then he really surprised me. He gave me a lip to lip kiss. I recoiled at first and then gave in to the nice feeling. His tounge parted my lips and we explored each other's mouth. Finally we parted. His hands went to my nipples to soon be replaced by his warm wet lips. He pushed me back on to the bed and slid his hands into my panties as he sucked my nipples. I was playing with his pantied covered ass. It was nice and firm. I put my hands inside his panties and played with the crack in his ass. He seemed to like that. He was gently playing with my balls and loosley stroking my cock. It all felt wonderful. When I closed my eyes I would not have known if it was a girl or boy playing with me. I worked his panties off him so now he was just in a half slip. Gave me more freedom to explore another guys body. All of a sudden Bob stoped and said "Lets get in the 69 position and see if it works" With that he swung around and his dick was in my face as mine was in his. He removed my panties and instantly started to suck my cock. Wow that felt good. Was warm and wet. I began to fuck his face. Finally he said "Hay did you forget about my dick?" I was pretty excited by now and had no problem sucking on his dick. I could taste the pre cum. Not bad I thought. Then I let his dick out of my mouth and took both of his balls in and explored them with my tounge. They felt nice and soft unlike his very errect cock. I was getting the feeling that if I didn't stop now I was going to cum and told him so. He said "Great I can't wait to swallow it all." I dropped his balls and concentrated on my impending orgasm. It started in my toes and I could feel the pleasure comming up my legs and into my dick. Then I exploded with several strong gushes of cum. I didn't tell him that I was comming because I couldn't do anything but feel the emance pleasure as I filled his mouth. Unbelieveable! Bob was right, it is alot better if someone else helps you obtain an orgasm as compared to doing it yourself! I told him how I now felt about having help cumming and he was very pleased. After a short pause for me to calm down it was Bob's turn to have some fun. I started by sucking on his nipples and light biting while I rubbed his cock through the half slip. He was already pretty worked up after having given his first blow job and knowing he was about to receive his first blow job. We were both rather worked up over the events of this morning. I moved my mouth to his very excited cock. I slowly inserted it in to my mouth. I explored every inch with my toung before I began the sucking that I knew he desperately wanted. I was also anxious for him to cum so that I to culd experience the gift of giving my first blow job. It didn't take long for the erruption to happen. He had soo much cum at such a strong explosion that I could only take a small amount of the total fluid in my mouth the rest of it was on my chin and his stomach. It seemed like it took him a long time to stop the plusing of his cock and the squirting of his cum. Finally he said enough. We both laid back to catch our breath. We both said we couldn't wait to do it again. We made plans for next weekend. The following Sat. I stayed over night again at Bob's house. Parents and sister were out for the evening. Bob was ready for me with a pair of his sisters panties for each of us and a Hustler magazine. We quickly removed our cloths and put the panties on and began looking at the Hustler. We were sitting side by side on the bed in his room. After looking at a couple of spreads of pussy we were both very hard and ready to play. I had been rubbing my cock through the black silk lacey panties from the minute I put them on and Bob had been keeping a close eye on my actions. My precum was a very visiable wet spot in the beautiful black panties. We talked about the pussies in the book. Neither of us had ever come closes to seeing a real pussy. We wondered what it felt like, what it tasted like, what it really looked like up clsoe. Bob told me about seeing his sister in her panties and bra and I really got excited about that. I told Bob that I would really like him to jack me off. That I was very ready to cum with the panties, the dirty book and the talk about his sister I needed to shoot my cum into his hand or my panties or his mouth. He put his hands inside of the panties and began to jack me off. Then he said I should lay down on the bed, as we were sitting up. I did and he continued to play with my dick. Before long I felt his other hand trying to get under my ass. I raised up slightly so he could. He began to rub my ass as he jacked me off. I was really getting worked up and enjoying the feeling of my best friends hands all over my crotch. His finger was pushing at the opening of my ass. I think he was trying to get a finger in like we saw in the Hustler. I felt good but hurt at the same time. He couldn't get it in but ift felt great anyway. I began to cum. When I was done the panties and his hand was full of cum. He wiped some of my cum on my ass hole and tried to enter my ass again. This time his finger went in a little way. He asked me if that felt good and I said yes. I reached to his pink panties and began to play with his cock which was straining to get out of the panties. With my other hand I tickled my way to his already hard nipples. He sighed. His cock was thrusting into my hand. His breathing had become short. I could tell he was nearing orgasm. He let out a hollar as his cum tried to squirt through hsi panties. He was moaning and thrusting when the door to the bedroom was thrown open.We both stopped as his sister started screaming. We were caught. What would she say and do? Next time.