Date: Mon, 14 Sep 2020 12:21:49 -0600 From: aariel bender Subject: North Cliff Part 5 Frannie North Cliff Part 5 Frannie **The story jumps ahead 4 years to another major milestone. Puberty There are some important stories from the previous four years that will be revisited** The summer before seventh grade was unique. My father decided our family vacation would be three weeks on the West Coast. His usual business trip fell earlier in the spring while I was in school. I enjoyed this change. We had all the time with just family. I'd never spent time in California before this. We started and finished in San Fransisco. In between we explored the area around Yosemite and then the Central and Northern coast. This was special as it gave us time to get to know each other with out the usual business people I had made it clear I needed to be back to North Cliff at least ten days before school started. Roddy would be leaving for Moorpark and I needed to see him before he left. My parents arranged to have the daughter of a friend to be there when I returned. They would stay on in SF to tend to some business and then fly to Hawaii for a holiday before returning to North Cliff in late September. I flew in on Friday. Roddy would be leaving on Monday. Cassie, Cassandra McPeak, would be my minder until my parents returned. Since they wouldn't be there they decided to give the usual ladies a break. Cassie was taking a year off before college so this was a small working vacation for her. I think she was given the keys to limited access to North Cliff for at least a week before I would return. This was part of her payment for tending to me. Cassie picked was to pick me up at the airport. The plan was to gather up Roddy and then head back to the house. I insisted we get dinner first. I'd asked Roddy where he wanted his last supper in Green Village before he left. He chose a very American bar with a dining room. Burgers and ribs. It was a favorite of his and he didn't know when, if ever he'd eat there again. Cassie had her friend Judee with her when she gathered me up at the airport. I knew Cassie, but had never met her friend. Roddy was waiting for us when we pulled up in front of their townhouse. I jumped out of the car when we pulled up and dragged him into the car. After quick introductions, we launched into a frantic conversation that drown out the girls until we got to The Molly, our destination. Once we got settled and we all got a chance to get to know each other, I realized these were both very smart women. They were curious about us and asked some sincere questions. What I learned was that Cassie was planning to begin med school after her year off. Judee was enrolled at the state university in the business management program. Roddy and I didn't want to show it, but we needed to get back to my room to make up for some lost boy time. That said, I enjoyed the lively conversation with this two women. Judee was much the opposite in looks from Cassie. She was buxom, and had ample hips. She was well proportioned and dressed to show off those tits. Low cut blouse and tight pants. Cassie was more my style. Small tits on a compact frame. Her stout leg were the only deviation from my ideal shape. That said, her strong legs were a new turn on for me. It was also clear Judee was self conscious and insecure. She talked a little too loud and laughed and her own jokes. It wasn't too late when we got to North Cliff. The girls wanted to take a walk to watch the sunset. That left Roddy and I to our own devices. We dashed up to my room and locked the door. "Ok, what have you go on your computer today?" He said he'd start loading the material onto my server while we watched. Roddy smiled and said it was some good stuff so we had better get naked and settle in. If Roddy has his way, it would be all male porn. He was happy to find material he knew would suit my hetero tastes too. There was some great lesbian stuff in the mix. This was going to be a serious session. Puberty had hit us both with full force. The first group of photos and film were the work of two famous photographers. One was known for his soft lit images of lithe teen girls. The other had done books of black and white images of teens, male and female at the beach. These were the photos that were not published. The black and white set was the models engaged in every possible combinations of sex. I recognized some of the faces from the images from the books. Roddy pointed out the nice looking boy dicks in the mouths of other nice looking boys. It was all I could do from whacking off a load right there, but we had just started. I only touched myself a little, just to remind me it was still hard. "Now this is the special stuff" He opened a movie file. It was pro shot. The boys and girls gathered up on the beach and walked together to a cabin where the all moved into. An older boy took one of the girls by the hand and lead her to the large bed. The others gathered around sitting on chairs or standing to watch. The girl had nice little tits and a small patch of pubic hair. She knew what to do without being told. They of course were all naked. Some of the younger boys nervously played with there little cocks as they watched the action unfold. She sat on the edge of the bed with the semi hard boy standing in front of her. She wasn't shy, but she also wasn't aggressive. Her hand reached out and gave him a long stroke starting at his ball sac and right up to the tip of his foreskin encased penis. She gripped the skin and pulled it back a little, then pushed it back up. Then again, and again. Always slow and easy. This was very erotic. Even Roddy was watching intently. I think he was admiring the boys piece. She wrapped her left hand around the base, and lowered her lips to the exposed shiny cock head. She had done this before. Her right hand retracted the foreskin on his now fully hard dick and exposed the whole crown. Her tongue traced the ridge and flicked at the skin just behind the cleft. Her hand began a steady space stroking him. She would put the tip in her mouth every few strokes. The pace quickened and the boy was clearly becoming agitated. Bounding on his toes and rubbing his chest. "Now!" She opened her mouth and stuck her tongue out and pointed to cum hole towards her open lips. The spray came fast and hard. None of the jets hit her mouth, they splattered on her forehead and nose. She leaned back down to catch the last pulse. The boy steadied himself on his two feet and held her head. "Thank you my sexy brother." The other kids cheered as he leaned down and licked his cum off her face, then kissed her. I noticed that two of the boys watching were jerking each other. They didn't stop when the show was over. There was someone on their knees giving another boy a blow job. From the back I couldn't tell if it was a boy or a girl. Most of the boys had long hair. There was no telling from the back. That was one of the best films Roddy had shared so far. He said there were two more we had to watch. I asked now many there were. The answer was about a hundred films and 10,000 still images. Fuck, My dick was gonna be raw by sun up. I realized I'd only touched myself once, but I was dripping gobs. I recognized the family. All good looking. The teen daughter had fueled many masturbations sessions. The three of the walking naked, hand in hand into a large beach house. The dad is well built, about forty and well hung. Mom is just stone cold beauty. Her tits are just a little bigger than the daughter's. They are all sporting pubic hair, which I prefer. Mom and dad lay on the bed while the daughter kneels sitting on her heels. Her legs are spread a little and she is touching herself. "Your dad has been waiting for this day, so we'll make sure he's happy" Alex, the father leans over and kisses mom, and rubs her tits. He looks up at the daughter, Rose, and tells her she is every bit as pretty as her mom. With that, his hand moves down and begins fingering mother's welcoming pussy. "Your father thinks you are ready for more than touching and kissing." The daughter nods a little tentative, but with a smile. Her fingers are flicking at her labia and she is intently watching her parents as they prepare to give her a show. Dad slides down between his wife's legs and spreads her lips. Rose leans in close to get a good look as father's tongue snakes out and enters her folds. "Oh honey, you are going to love this when your father does the to you" Father wastes no time in bringing mother to a powerful orgasm. Rose is now furiously rubbing her young pussy as she recognizes the control her father has over the women's pleasure. Father looks up with his wet, pussy juiced face. He gets up on his knees and kisses Rose. She tastes her mother's essence for the first time. Dad tugs on his impressive boner and moves back between mom's legs. He leans down and kisses mother letting her taste her own juice. Now it is pure sexual passion. His this meat slips right into Lucia and he begins a steady rhythm of deep strokes. Her legs wrap around him and pulls him in closer. She throws her head back eyes close, the snaps up and looks Rose in the eye, mouth open with something that looks like fears. Rose knows that what looks like violence is extreme pleasure. She can't wait until it's her turn. The moment of orgasm sounds like two fighting animals. Their bodies and a blur of movement. That is too much for Rose and she brings herself to climax. The three of the become one bundle of flesh. The film lingers for a few more minutes as they hold each other in their afterglow. The next film came right up. It was the same naked family, this time the father was in the middle with the women on either side holding his hand. When they got to the bedroom, the mother pulled Rose on the bed next to her laying down. Father was on his knees at their feet. He was playing with his still flaccid dick. Lucia pulled Rose close and kissed her on the lips. "Your father has been very patiently waiting for this day. He wanted to be sure you were ready. He never wanted to hurt you" "I have been waiting for this day for 13 years." "Thank you daddy. I've dreamed of this day ever since the first time you touched me that way." Mom kissed Rose again, and palmed her tits. Rose responded by reaching up and doing the same to her mother. "I've been touching you like this since you were a baby. You loved it and would coo and smile." Alex was waiting for the signal from Lucia, his wife. When she pushed Roses legs apart, he knew it was now that time he had been waiting so long for. He moved up close and inhaled the sweet smell of the Rose. His first lick spread her lips, the second landed on her vulva. His powerful tongue gently inspected all the folds and textures. Rose bit her lip in anticipation and pleasure. Lucia held Rose's hand careful to not distract her. The tongue dug deep into to her hole, he surfaced and sized up her clit. It was engorged and the easy target for his investigations. Rose was making the noise of a woman under control by touch. Alex kept his focus and increased the intensity as he went. "Mama, mama" Lucia smiled with the knowledge this was what Rose wanted. It was like a jolt of electricity. Rose stiffened, her knees clutched Alex's head with the strength of a teen having her first orgasm induced by an older man, her father. Alex knew to back off and let her digest the full effect of her orgasm. He gently moved up and kissed Rose and then his wife. After a long pause that seemed hours, he started sucking on Rose's firm teen girl tit. Like her mothers, but firm and still growing. The nipples were smaller but rock hard between his lips. He kissed her chest between the two small globes then moved down to her belly. "Daddy, fuck me now, quit teasing me." Alex heard the words he had only dreamed about. Lucia moved back so she could watch as Alex took his position between Rose's legs. She spread and raised her knees allowing her father full access to her charms. Alex was on his knees throbbing rod in hand. He tested the waters dragging his cock head up and down her slit, from asshole to the top of the folds and back. Rose reached down and grabbed the thing she deserved most that moment, and placed it at her opening. "Now daddy." Alex pushed forward. Rose's hole was both inviting and resistant. Rose didn't know what to expect. She felt the head of his dick cross the threshold. Gasp. Alex waited to see if Rose was ok. She was. She looked her father in the eyes and nodded approval. Another push and he was in. Again her paused, for the last time. "Yes, daddy." One firm thrust and was in all the way. Rose groaned with the shock to sheer ecstasy. Alex began pumping with a slow steady rhythm, like a steam engine. Slowly picking up the pace. Rose wrapped her legs around his waist and her arms around his neck. His dick was now moving smoothly in and out. Tip to base. He was now pushing for the finale. Faster, faster. Alex let out a roar as he unloaded in her pussy. He could feel her uterus sucking at his buried dick. That turned him on even more and he blasted a second third and forth load. Rose trembled and shook. Her orgasm was started from deep inside her. It had never felt like this before. When it hit her, she cried like a cat, clawing at her father's back. She howled like a coyote looking for a mate. She growled like a wolf not willing to give up her kill. Alex laid on top of her, their two sweaty bodies barley making contact with all the moisture between them Alex wasn't getting soft. He didn't want to pull out. He pushed his upper body off Rose, and began pumping again. "No daddy, that's too much." After a couple of strokes her protests subsided and she once again gripped him with her arms and legs. Lucia watched in amazement. She was a little worried what had been unleashed. Alex wasn't gentle this time, he started with full intensity. He grunted loudly with every stroke. Rose just kept saying fuck fuck fuck. The second orgasm came quickly for both of them. Rose was so wet from two loads, Alex's dick just slipped out. There was no more grip to be had. He rolled off Rose, laying on one side of her. Lucia on the other. They both gently stroked her face and neck. They took turns kissing her before they all collapsed into a puddle. "Damn Roddy, that was fucking hot. Will was as excited as he'd ever been. He had been carefully edging the hole time. A puddle of boy juice stained the floor. "There's one more you have to see." As the next film started I told Roddy, no I need to sleep. This one started like the others, but it was Alex, the golden god with a father and son walking hand in hand. Alex was an alpha swordsman. He had fucked even the shiest of the wives. He had also had his way with many of the other men, some irresistibly attracted to Alex and his prime piece of meat. He had also shared his bed with a few of the young boys. Alex very much enjoyed young boys and their insatiable appetite for sex. The other father was named Vernon, his son was Tag. Vernon offered his son up to Alex who took a hold of the boy and assessed what he had to offer. The father smiled as the boys dick grew to full length in Alex's hand. The two fathers then offered themselves up to Tag. He took one in each hand and weighed them up "His is bigger than your's father." Alex reminded the boy skill was as important as size, and that his father will one of the best. "Roddy, I've been watching this play for three hours and I've still not cum. Gimme a break and take care of me please, Roddy was a fair man and told Alex to keep watching as he crawled between his legs. "oh man, you have been leaking all this time. That is a big puddle." Roddy wrapped his eager lips around Will's pulsing member. He cleaned up the sticky dick and then said to Will, it's been rough with you gone for so long. "Yeah man, I couldn't even find much time to jerk off while on vacation with my parents. Never had any porn time either." When Will looked back up at the film, Vernon was standing behind Tag who was sharing his hard boy part with Alex. Will just groaned and closed his eyes to concentrate on Roddy ministrations. What little of the movie he saw after that was a blur. It didn't take much work from Roddy to get him to his nut. "You owe me one Will Rogers." They fell into Will's bed and slept hard. It was 10am when they boys stirred and opened their eyes. Will pulled the covers back and found Roddy sporting morning wood. He was eager to repay the favor from the night before. "Hey, what the... of man that is what I needed." Will wasn't subtle, he just wanted to taste Roddy one more time. Puberty was advancing quickily for the two of them. Will was pleased with the generous flow of jizz. That was even more than just a month ago. Will dragged them to the shower to get the stink of teen boy sex off them so they could go out into the real world. They got some breakfast. While eating Will told Roddy he wanted to go see the pump house. His father had promised him a small fortress of solitude now that he was transferring to public school. The work had been completed while they were in California. Roddy had some artwork picked out he wanted to hang. Will pulled the ATV around to the service tunnel door. They walked down to the storage room where the collection of art work was stored. He'd has set aside two vintage travel posters for the bedroom and some small colorful abstracts for the kitchen. "Can't wait to see how it came out. I got to help design it just like I wanted. You're gonna dig this." With the art stowed safely they headed out to the pump house. The building had also housed the water tank for the original farmhouse. It was located a little more than halfway to the barn, but not quite as high up on the bench. When they pulled up the two boys stood there admiring the workmanship. The building was three stories tall on a small footprint. It was painted to blend into the terrain. The ground floor was the kitchen and the mechanical room with the furnace and batteries for the solar panels. There was a small storage space too. The kitchen was completely equipped with everything needed. Will parked the pieces of art on the table and they went up to the next floor carrying the travel poses. This was the bed and and bath. There were windows all around on three sides. The bathroom was on the north side, and the bed was parked against that wall. There were two small windows on that side. Will couldn't wait to show Roddy he had taken his idea for the electronically controlled curtains. When closed the room was dark and quiet. The top floor was the showpiece. They built a round room with windows all the way around. The view of the valley and mountains was spectacular. There was a large low couch facing the souther view. There was a a large curved desk. The computer monitors could be lowered into the desk when not in use for an unobstructed view from anywhere in the room. "This is crazy Will. You are going to have to tell me about the private parties you have here." Will had them install security cameras all through the building. These were to film then illicit activities as much as to keep the place secure. They went back down to the bedroom and hung the two posters over the bed.Then down to the kitchen to hang the smaller pieces, That done, Will locked up the place after making note of a few more things he wanted to bring out for the place. They loaded back into the ATV and drove back to the big house. From Will's room, Roddy was watching the girls by the pool He commented on how big Judee's tits were. Will told him some guys like that, but he liked smaller ones with a nice shape. Roddy wondered aloud if the girls were doing lesbian stuff over in the other room at night. He said he wanted to find out. Roddy dung into his bag and pulled out a bluetooth camera. He said he wanted to see what they were doing. He dashed off to hide the camera in a place with a good view. When he came back he showed Will two pairs of panties. These were in a pile of dirty clothes. They won't miss them He stripped and put on a pair. Will was right behind him. "Looking good girl." They hugged and ground their panty covered dicks together. Both of the boys were hard. Hands were rubbing the other's ass. Pure dress up fun. Knowing that Cassie had been wearing these recently made it even more exciting. Will wanted another taste of Roddy, and pulled the front of his panties down and went to work on him He knew this would be one of the last times he'd get to blow Roddy for a long time. Roddy had the same desperation and gave Will all he had. "That load was even bigger than this morning." Will stood up and did something he'd never done with Roddy, he kissed him and then passed some of his jizz back to him. Roddy was surprised, and just said that was hot, now my turn. Roddy was more deliberate than Will had been. He made an effort to bring Will up to full staff slowly and surely. He started a sexy monologue to get them both turned on. "Come on baby fuck my face. You are the sexiest boy I ever knew. I love your beautiful dick. I want it deep down my throat." One he had Will in his mouth, it was all action. Neither of them had noticed Cassie walk up to the open door. "Is this what you two little sissies get up to. Putting open panties and sucking cock?" "Hey those are MY panties. Those are my nice ones. You two perves are gonna stretch them out and get jizz all over them!" The boys froze at the sound of her voice. When they looked up they saw Cassie with Judee behind her giggling.I was even more surprised when Roddy stripped off the purple panties grabbed his clothes and bags and said he had to go. He was barely dressed when he bolted out the door. Cassie looked me in the eye and asked what was up with him. I peeled off the blue panties I was wearing and picked up the ones Roddy had dropped on the floor and handed them to Cassie "Sorry, it seemed like a good idea at the time." The girls left. I texted Roddy to find out where he'd gone, but got no reply, I didn't hear from him for two weeks after that. My hard on had deflated and I was left standing there naked. A little embarrassed. I knew Cassie wouldn't say a word to my parents about this. Good guess the wouldn't mention it to anyone knowing if she did it would make a lot of trouble for her. Later that evening there was a knock on my door. It was Cassie. She was half dressed. Matching panties and bra with an unbuttoned long sleeve men's dress shirt over that. I looked beyond her thinking Judee was there. "She had to go. Don't worry I told her not to tell anyone if she wanted to live. Where's your friend? I'm sorry if I upset him. I was just mad you nasty boys were wearing my best things. She said that with a smile and then handed me two pairs of her panties. She said I could have these.. Then she said try them on, you looked so cute in my other ones. She didn't have to ask a second time. I stripped of my pants and put them on. I was rock hard even bore I had them on. "you are a horny boy, aren't you?" She asked if we did that often. I told her all the time.That impressed You like sucking dick. I told her I did. She asked if liked girls and I told her I did. She wanted to know everything. Yes I'd fucked a girl. A few girls. Yes I'd sucked a man's dick too. I was getting aroused telling her. I asked her if she liked girls. "you mean Judee? She's just a fuck buddy. "You never got off today? Your friend didn't finish the job did he? Did you jerk off to make it go down?" I told her no, I just took a shower and left it alone. She pulled up my shirt and check to see if I was still hard. I was, so she pulled my shirt off and took her's off. "You like these panties and the bra?" I told her they were very sexy. She invited me to touch them. She turned around and showed me the back of her panties were see through. Then she said if you want, I'll take care of you. You just can't tell anyone. She got on her knees and started rubbing my encased cock with two hands. She told me it pretty big for a 12 year old boy. She licked me through the panties before pulling them down. "Mmm, we are both going to like this." I sure did and rewarded her with a days build up of cum. Then she asked what I was going to do now that my friend had left. I asked her if she wanted to go for a horse ride the next day. She liked that idea. "I'll call Jayne." ""Who is Jayne/" I told her she worked at the ranch. It turned out Jayne had a party to guide on Sunday, but Monday would work. I asked Jayne if she could join us for dinner after and maybe stay over. She said that would be great. Cassie and I decided to spend Sunday in town to do some shopping. I told her I'd make dinner reservations then at a favorite place. She was impressed when I spoke to the person who answered in Italian. I needed to buy some new shoes for school and Cassie said she had a couple of stops. I was tickled when she led me into a little lingerie shop in Green Park. We were greeted by an older woman, Ruthie. She seemed to know Cassie and asked what she needed today. She introduced me as Will Rogers and said I might need some nice things. Ruthie smiled and asked if I liked girly things. I told her yes. She asked Cassie if I needed a whole outfit. She told Rurhie I just liked panties but maybe would try some other lingerie. Ruthie took my hand and said I was lucky to live in a time when no one would think twice about a man wearing panties. She said it didn't used to be like that and it cause some men heartbreak and shame. She measured my waist and chest and then went around and picked out a few things to show me. Cassie said for me take pick three pairs I liked. Then she suggested to Ruthie I might like a camisole, I wasn't sure what that was until Ruthie held one up to me and asked if I liked it. When we were checking out Ruthie asked if I wanted to get an invite to a little group she had for boys who like to dress in girly things. Cassie told her I liked other boys who wear panties and liked to play boy games with them. Ruthie said I might meet someone I'd like at their gatherings. I told her I that would be ok. She took my number and said I'd get a text next time they get together. We then moved on to a coffee shop. Cassie said this is one of the places the school kids hang out at. It was just then that I realized how much different my life would be, as a public school student hanging out in town. The girl behind the counter also knew Cassie. She said she didn't recognize me. Cassie explained that I'd been at Franklin, and didn't hang out in town much. The girl told me they had live music and other events all the time and I should check it out. That was a nice feeling to be invited to join in. Our dinner was amazing. I again impressed Cassie when we walked in and I was greeted by the owner, in Italian. When we sat down, Cassie asked what was good, as she looked for a menu. I told her They would be fixing us a special meal, and to sit back and enjoy. We did. Over dinner Cassie asked if I was free on Wednesday. She said she had A friend I should meet and was it ok for her to bring her friend to North Cliff. I told her that would be fine. Her friend was only in town for a few days. The horse ride was a blast. The three of us had a very nice time that night after the ride. I called the service to see if there was a chef available for us. "I hope everyone likes sushi." After dinner we all headed up to my room. Cassie asked if Jayne and I would be sleeping together, and asked if she could join us. That is another story. Right now you want to hear about Frannie. Wednesday morning, Cassie said she was going to pick up Frannie and would be back in an hour. She returned with a gorgeous blond creature. Shoulder length straight hair, short sleeveless mini dress, patterned stockings and pretty shoes. She was carrying a small purse and had on a delicate necklace. When Cassie introduced us, she smiled and said hello in a soft voice. Frannie then handed me a small bag from a nice shop. "Here is a gift, something you might like." When I looked, it was a babydoll nightgown and matching black panties. I thanked her and told her I did like very much. When I put the bag on my dresser, Cassie walked up next to me and asked if she could see my panty drawer. She knew I had one. I opened one of the large drawers and showed her my extensive collection. Cassie called Frannie over and said look at this. This boy likes his panties. She asked where I got them from. I told her some were given to me by girls, some I stole when from different girls and some I mail ordered. She asked if I stole any of my mother's underwear. I had never thought about that. To be honest, my rarely even entered my mother's suite. Cassie said we should go look and see if we can find something for you. That did seem a lot taboo, but I was willing. I checked the security system to make sure we didn't trip any alarms. All clear, so off we went. Cassie and Frannie in awe of the house. My parents living area was the nicest part of the house. I was excited by the idea of raiding mom's panty drawers. She always dressed well, so I would think her undergarments would be first class too.I wasn't sure where my mom kept her things. There was a large walk in closet, which seemed to best place to start.The girls were polite and didn't touch anything, they let me do the dirty deed. Bingo, several neatly organized drawers: panties, bras, stockings, slips, swimsuits, and sex toys. The strap on was not what I expected to find. There were three drawers of panties. Cassie scanned the collection, noting that some were very expensive designer brands. She pointed at a floral pair and said let's see those. They were full cut briefs. She suggested a few more. I was a little worried that my mother would notice, but we realized she had dozens of pairs and she probably had a suitcase full for vacation. Looking through the other drawers Cassie said you need one of these. It was a sexy black slip. She grabbed a garter belt too. She checked the nylons but said they would be too big for me, my legs weren't that long yet. I was not sure when she took a dress off the hanger and held it up to me. "Don't you think Will would look good in this Frannie?" We made sure everything was left in order so no one would guess we'd been snooping around. When we got back to my room, I suggested we spend the afternoon at the pump house. Frannie snickered at that suggestion. It took me a second to realize what she was laughing at. I explained to them what the deal was and they agreed. Cassie picked up two small overnight bags she'd brought, and Fran put of loot in a bag to take with. They were stunned to see what my private lair was. We went straight up to the bed room and relaxed. Cassie asked if I was wearing panties. I was. She wanted to see what today's choice was. Blue bikinis with ruffled edges. Cassie explained to Frannie that I liked boys and girls. She said I really liked boys who wear panties and boys who want to be girls. Frannie said that covers a lot of options. Cassie opened the first of the two bags she was carrying. It had lube, cock rings, and makeup. Glad she brought the lube, I hadn't thought to being any for the pump house. The other bag had a change of clothes for Frannie. There was a pair of sandals too. "Will, would you like to see what I'm wearing?" Cassie had an 80s vintage sparkly see through set. Soft cup bra and hipster panties, pale yellow. I loved the way her nipples and bush showed through clearly. She spun around to show us the back, then bent over so the panties stretched over her ass. Frannie said I want those too. Frannie then picked out one of the pairs we'd borrowed from mother. Cassie said get naked for us, and then put these on when we say. The thought of stepping into panties my mother hard worn was too much. I stood there naked with a rising shaft. Frannie complimented me on my size and then reached out and put her hand around my dick. Her fingers were very long and soft. I noticed her nails were well cared for too. She pulled my panties up and asked what else I wanted to wear. She picked up the slip and told me to raise my arms up. The silky garment slipped over my arms and down my trembling body. The feeling was nothing like I had ever experienced. It was like wearing panties, but this was a whole body sensation. "I think he likes that Fran." Frannie just giggled and then rubbed my encased body intensifying the sensation. She said we forgot something. She selected one of the cock rings from the bed. Cassie stood behind me and lifted the slip up over my hips. Fran pulled down the panties and put the ring on my hard dick. "That's better. How about the butt plug?" That was something I hadn't considered.She picked the smaller of the three and said this one for a start. They moved to the bed. Cassie sat down and said over my knee I assumed the position with my ass the center of their attention. Fran lubed up the plug and said steady big boy. It slipped right in with no discomfort. It was then that it dawned on me. I was not in control. The two girls were treating me lie a plaything. Cassie was clearly the dom here today. I was having fun, so I wasn't concerned with the role reversal. Cassie suggested to Frannie that she would show us the underwear she chose for today. Fran turned her back to me, with Cassie behind her unzipping the dress. I waited in anticipation to see what lay in store for my eyes. She let the dress slide down her body, and then kicked it away. Cassie stepped aside and I finally got to see what my beauty was wearing. A thong that showed off her ass cheeks, garter belt and stockings, and a small matching bra. She peered over her shoulder at me and asked if I liked what I saw. I did. I stood up and moved behind her, put my hands on her shoulders and kissed her neck and face. She responded by pushing back against me and rubbing her ass against my ringed dick. I reached around and fondled her bra covered tit. The material was loose, no underwire, so my hand easily slipped inside the cup. She had small but firm tits. I gently cupped it and teased her nipple to hardness. She turned her head and kissed the side of my face. My hand moved down her flat belly just stopping to explore the texture of the garter belt material. Then I moved down to the waistband of her thong. I lingered at the waistband rubbing the ruffled edge between my fingers. The anticipation was deliberate for both of us. She tensed as my fingers dived into the hidden charms. No pubic hair, that was good, I inched down headed toward the secret folds, but was stopped by an unexpected piece of flesh. Further examination revealed a smooth cock head, cut. I don't think I was surprised at what I'd find between her legs. I might have been happier finding what I did. I wrapped my thumb and forefinger around my discovery and stroked it a little, which produced the expected drop of cum. "You like? Is this ok?" I told Frannie is was better than ok. Cassie came up behind me and held me, and kissed me. She said she knew that is what I really wanted. I whispered thank you to both of them. "Are you prepared for what ever happens?" I told them absolutely. Cassie said if I was a good boy I Frannie would show me her skills. Fran turned around and hugged me and kissed me deeply. Lots of tongue. Cassie was stepping into the strap on she had brought. I was comforted when I saw it wasn't too big, so I knew it wouldn't hurt. Cassie said I need to work out the math. I know you want to fuck and suck Fran and she wants the same from you in return. "You're a horny boy, I bet you can cum twice, right?" I told her I was sure I could. She told me Frannie should suck me first to get the ball rolling. She'll get you ready to fuck her girl ass. I got on my knees so I could worship at the feet of this goddess. I slowly pulled down her panties. Fran lifted a leg so she could step out of them, then the other foot. She bent down and picked the up. "You might as well have these to add to your collection. " She handed them to me. I held them up to my nose to inhale the scents. Her modest sized member was as pale as her face. perfectly shaped and very inviting. Cassie motioned me over to the bed where she had me lay one my back. The ring, the panties and the slip all worked to turn me on. The prospect of this beauty working her magic on me was just too much. My cock was sticking straight up and out of the front of the panties so it was rubbing on the slip. Fran got between my knees and began to stroke me with the slip material. She pulled the hem of the slip up and told me to raise my ass so she could move it up over my hips. She tanked me for letting her eat my member. I loved the feel of her long fingers as she steadied me for the assault. He methods were soft and even dainty. Except for the raging hard on between her legs there would be no way to know that she wasn't a 14 year old girl. She kissed the head then worked kisses down the shaft. She reached down so she could lick my balls... them back up to the top and in between her lips. She looked up at me and smiled. I was able to control myself and just let her get me wet. Cassie said that was good and she should stop there for now. Frannie rolled over on her back and hooked her arms under her knees and pulled them up and spread. Cassie lubed her asshole and my dick. She said knew this was my dream desire. I moved up and placed my throbbing purple cock head at the entrance. Frannie looked over and saw Cassie pull out her phone to take pictures. She told Cassie, please no pictures, please. Cassie followed her wishes. Too bad, I'd have like some souvenirs from today. I would just have to pay attention and save the memories. As usual I started slowly, just entering to let her get comfortable. She said not to worry and wrapped her legs around me and pulled me all the way in. "Now fuck me, show me what you can do you sexy boy." That was the sort of challenge I could answer. I got a steady rhythm going and closed my eyes to feel her reaction. When I looked up, Frannie's eyes were wide open and her mouth forming an "O" of pleasure. He body was shaking from the pounding her as was getting. The grip of her legs tightened and her hands went up to my face. She held me with those soft long fingers and said "yes, yes, yes". I could feel her dick oozing between our bellies. The feeling of those nylon encased legs was too much. Her hands moved to my slip covered chest, My nipples tingled. I pushed her bra up with one hand and leaned down to suck her little puffy nipples. This was a sensory overload. I picked up the pace, knowing the climax was coming soon. No words were spoken, it was just primal sounds. I don't know what Cassie was doing or thinking. I'm sure it was quite a show. Then it hit. From deep in my loins, from the tip of my toes. Pushed in hard as deep as I could go and launched a series of jets deep into her bowels. Frannie knew that was it and held me tighter. I didn't want pull out but there was something I wanted more. When she released the hold with her legs, I moved down between her legs with visions of that pale pick dick in my head. It was still there and his was hard and wet from her clear cum. I wasn't gentle or reserved. I swallowed her whole and got busy with my tongue. I hit the right spots. Frannie grabbed my head and began to fuck my face. Her dick was perfect size for this. It just reached to the back of my tongue. If I moved it side to side I could feel the cleft in her cute little crown. I just kept thinking this isn't a boy in girl's clothes, it's a girl with a dick. Then I heard "ugh, ugh, ugh." I was rewarded with a mouth full of gurl cream. It was sweet like a salted caramel. I swallowed and then sucked harder hoping for a little more. My efforts were successful and I got that last dollop. I just put my head down on her leg and caught my breath. For Fran it had been at least 30 minutes of intense pleasure with out a pause. Cassie got on the bed with us and pulled us all together. She said that was the wildest sex she had ever seen. When we could finally focus again, Cassie said "now it's your turn." I looked over and she was lubing up the strap on dick she was wearing. It was a very expensive one I could see. Detailed and made of latex that was both firm and soft like a real dick. Frannie moved over tp make room for Cassie, and to watch. I was told to get on my knees, Cassie told Fran to grab her phone and take some pictures. I felt cold lube poured on my ass and then the probing of the artificial tool. "I'll be nice and will only make you feel good." She was true to her word. The flared head passed into me, then a long pause. She asked for permission to continue. The gender mash up was overwhelming. First a girl with a dick, now a dick mounted on a girl. It felt so different from getting fucked by Wes this summer. The hands holding my hips were soft and feminine. The strokes were a little less aggressive and more sensual. She reached under me and stroked my half hard member. Frannie was circling around us with the camera capturing the action from all angles. I was enjoying the sensations, but realized I wouldn't know when we were done. She did something right. I felt my dick twitch and stiffen, followed by another roaring orgasm. Cassie's hand was on the end of my dick and caught the load. She carried it up to my lips and said to eat it. I did fully enjoying it. Frannie laughed with glee and said I was a good boy. She was now kneeling by my head stroking her dick. She looked me in the eye and said now my turn in your ass. I was still dilated from the dildo. I figured another round would be fun. A real dick felt even better. It was warm and wet. A transformation came over her and she went at me tike a tiger. I loved the feeling of being close to her again. She growled that she was fucking this panty boy's ass. "Maybe you really want to be a girl too? What do you think?" I just pushed back against her in submission. "this load of girl cream will turn you pink, like a perfect sissy." She grabbed my dick and pumped it in the opposite direction as her thrusts. "Now you are mine!" I cold feel the warm jets inside of me. My ears were ringing and I could hardly hear her cries. I did hear her laughing telling Cassie I was a pussy boy now. "Why don't your clean up, I still owe you a blowjob to the finish." She sat back on her heels as I disappeared into the bath to tidy up. When I came back out, the girls were talking and giggling. Cassie got up and pulled the slip over my head. She said they wanted to see my body. Frannie pulled the panties off me too. They said step back and both took a long look at my 12 year old frame. Fran took more pictures while telling me to turn around slowly. By the time I was facing them again, I was hard. The girls cheered my impressive endurance. Fran grabbed my hand and made me sit on the edge of the bed. She got in position and slowly began what would be the best blowjob I'd had to that point. Gently tracing every vein and ridge and crease of my cock. Flicking it with her tongue, Two hand stroking me, spreading the leaking liquids. Then she wrapped her lips around the head and circled it with her tongue. I knew I wasn't going to last long. I reached out and stroked her hair. Another sensation. I laid back on the bed, Fran got up and bent over me never losing her grip. Her head was moving up and down faster and faster. When I exploded, she swallowed every drop with out missing a beat. "Frannie that was hot, now could you do me?" Cassie was feeling left out. She was the only one who hadn't cum at all, while we'd both cum twice. Now it was my turn to watch. Frannie went down on that pussy with the same enthusiasm as she did on my dick. Cassie had been on the edge while watching us. It didn't take much to bring her to ecstasy. We all snuggled together and rested. I must have fallen asleep. I woke up to the sound of the shower running. A few minutes later Frannie came out all fresh in her other outfit. Tight jeans, a nice blouse, sandals and her hair tied back. Cassie followed her out. Also freshened up. She told me to get cleaned up and we'd meet downstairs on the patio. Fran looked worldly and sophisticated with her designer sunglasses and precise make up. I asked if I'd see her again. She said no, she was leaving the next day and didn't have plans to come back this way anytime soon. I asked for her contact, but she said no with an apology. "Just keep this memory. That should be sufficient". I drove us back to the house where I did get to kiss her goodbye. When Cassie returned, she asked if I enjoyed Frannie and thanked me for being respectful to her. Then she pulled out the camera and said we needed to see what the pictures looked like. School would be starting in a few days. That would be a new adventure. I also needed to find Roddy, It would be two weeks before he responded. I asked him what happened. He told me when he was young his cousin caught him jerking off with a pair of her panties. She yell at him and shamed him. He said Cassie catching us was a flashback to that moment. It was too much for him and he had to bolt. When I told him Cassie apologized and gave me some panties, he laughed and said "lucky you." As it turned out I didn't see Roddy again for 18 months. The first few weeks of public school would be an avalanche of change and new encounters.