Date: Thu, 24 Apr 2014 19:37:24 -0400
From: Rose Red <7754.rp@gmail.com>
Subject: Joni Part 3

JONI, PART 3


The next morning, Barbara again woke first but remained in bed remembering
yesterday's events – especially last night's.  Her jaw was sore and her
pussy ached, but she hadn't felt this way since her husband died.  He used
to stretch her limits regularly, and it gave her great pleasure that she
could accommodate him.  And now Joni could fill that role.  She felt
confident that she could train him to use only his hand and that would
forever satisfy her.

There was no guilt or shame in Barbara's psyche, just the relief that there
had not been incest the night before.  She could continue to provide Joni
with rewards for every step of the transition without actual intercourse.
Intercourse would be to satisfy her, not necessarily him, and she felt
confident that she could control herself.  Intercourse shouldn't be
necessary to control Joni; after all, he didn't seem to need any
encouragement to be her little girl.  He loved it to the point where she
was more worried about losing his resistance, thereby losing her control
over him.  She decided she had to take on an even more assertive, dominant
role, a role that would not only accent his feminine traits but make him
subject to her every whim.

Joni rolled over to face Barbara and opened his eyes.  They were
beautifully made-up and showed a twinkle when Barbara looked over.  She
gave him a little peck on the lips and then took his face in her hands.
"Did you enjoy last night, honey?"

"Oh, yes, mommy.  I hope I pleased you."

"You did, my darling.  But now we must get our day started.  I'm going to
use the bathroom first.  I want you to stay in bed until I finish."

With that, Barbara got out of bed, grabbed her chiffon robe, and
disappeared into the bathroom.  While alone, Joni tried to reduce his
morning erection, but he needed to pee too badly.

He reached under the covers to adjust his penis and found that it was
particularly sensitive after yesterday's events.  He loved his penis, but
he also loved being a girl.  He got out of bed and looked at himself in the
full length mirror.  After fixing his hair, he moved in for a close-up of
his face.  He saw no traces of the boy who was there Friday afternoon.
Even though his make-up was smeared or non-existent, he was clearly a girl.
Then he stood back and adjusted the bra.  If he turned so as to expose his
backside, even without heels he looked fully feminine.  But then he turned
to face the mirror and moved side-to-side.  His erection betrayed his
feminine image.  Poking out of his satin panties, it even protruded when he
shifted the head below the waist band.  He didn't understand why, but the
erection made him feel ashamed.  Why did it have to spoil the otherwise
perfect image of beauty?

Just then his mother opened the bathroom door and called him in.  He wanted
so for her to not see him in this state.  He walked in sideways, with his
hands covering his erection and with his back to his mother.

"Turn around and face your mother, Joni."  He did so but avoided eye
contact.

"Joni, I have a new rule.  Under no circumstances are you to ever touch
your penis again without my permission."

"But I have to pee, mommy.  If I don't aim it, I will spray everywhere."

"No you won't, dear.  Here, let me help you." And with that she reached
over and slowly removed Joni's panties.  "Now, sit on the toilet."

Joni did as instructed.  He sat there with his penis projecting upward,
hard and strong.

Barbara grabbed his penis and began pushing it downward.  The heat almost
shocked her.  "Lean forward, dear. I don't want to break it."  Joni leaned
forward and slid toward the back of the toilet seat to allow for his penis
to enter the bowl. "Now, go ahead and pee.  I will hold you."

And Joni peed.  He felt entirely secure in his mother's ministrations.  She
stroked it gently while holding it down, and he watched her intently
throughout the entire process.  His relief was mixed with desire as he
focused on her thinly veiled breasts; he leaned on her chest as he pushed
out the final squirts.  She cradled his head against her breasts as she
milked him dry.  He didn't want to move; she didn't want to move.

"I will be here for you every morning, Joni, and I will be the one who
directs your stream.  Other times, when you aren't erect, you will simply
sit on the toilet and allow the flaccid penis to point down on its own.
Once you finish, you will take a small piece of toilet paper, like this,
and dab the end so as to clean up any excess."  With that she took the
toilet paper and dabbed his tip.  "Oh my, you don't seem to be losing your
morning erection, honey."

Joni could only groan as a response.  "I'm not going to leave you alone
again, honey.  That type of behavior is now forbidden.  Young girls do not
indulge in such activity.  Young girls should get all their pleasure from
their mother.  Don't you agree, Joni?"

"Yes, mommy, yes.  I want to be get all my pleasure from you."

"That's a good girl."  Barbara stood up.  "Now, pull your panties up and
come into the bedroom.  We need to get ready for today's activities."

Joni stood up and regained composure as he pulled up his panties.  His
erection was indeed subsiding and he walked into the bedroom.

"Put on your robe, dear, and we'll go downstairs and get some breakfast."

After breakfast they went out to the pool to talk.  They were a sight to
behold, a beautiful woman and her beautiful daughter, both in flimsy,
revealing chiffon robes.  They each grabbed a lounge in the shade.

"What would you like to wear today, honey?  Susan really thought you looked
good in my swim bottoms.  What do you think?"

"I loved them, mommy.  And so did Bobby."

"Oh, yes, I forgot about that.  What did you two do for so long up in your
room?"

"We just talked and played."

"I know you told me he tried on the suit.  Was that all that happened?"

Joni hesitated and looked down.  "No.  He wanted to play show me yours,
I'll show you mine.  But I didn't want to because I was embarrassed to show
him the suit bottoms.  So he just showed me his."

"Did you touch it?"

Again, Joni hesitated.  He wasn't sure if his mother would approve, and
what she would think of him touching Bobby's penis. "Yes, I did.  But he
asked me to," he lied.

"Did you like touching his penis, Joni?  Be honest, now, sweetie. Don't be
afraid.  I will only be mad at you if you don't tell the truth."

"Yes."

"How much did you like it, Joni?"

"I was sorry it had to end."

"Did he get erect from your touch, dear?"

"Yes, mommy."

"So, you made another boy's penis get erect.  How did you like it?  Did
that make you hard?"

"That's why it had to end.  I was becoming so hard in the swimming suit
that I had to get up and adjust it.  I kissed his penis good-bye."

Barbara now had the vision of her son, on his knees in front of a nude
Bobby, virtually worshipping his penis.  And turned on by the experience of
turning another boy on.  A perfectly feminine trait.

"Has Bobby ever touched your penis, Joni?"

Joni looked away and realized he was getting hard with all these
memories. "Yes, Friday afternoon when we were in my bedroom alone."

"One last question, honey.  Which did you prefer – touching him or being
touched by him?"

Joni didn't hesitate.  "Touching him.  I loved the feel of his penis in my
hands, I loved the way he looked as I stroked him, I loved the erection I
produced.  I didn't want it to stop."

Barbara was also being affected by the discussion.  Bobby was a beautiful
boy who clearly had feminine tendencies – why else would he be
infatuated with Joni and with her swim suit bottoms.  But Bobby
transitioning would complicate things and diminish the importance and
uniqueness of Joni.  Bobby needs to retain his role as the male in this
relationship, she thought.  That was going to be another challenge.  It was
becoming clear that she would need to confide more in Susan and enlist her
assistance.  She wanted Bobby to be pliant but dominant in his relationship
with Joni.

"I don't want Bobby touching you again, Joni.  You remember my conditions –
I am the only one allowed to touch you.  You may touch Bobby, if it's
appropriate.  But little girls do not need to allow a boy to touch them to
get pleasure.  I'm a girl and so I know how appealing it is to touch a
penis.  I want you to have that pleasure; but I will provide you with all
the penis stimulation you will need.  That is, unless you don't want to be
my little girl."

"Oh no, mommy.  I want to always be your little girl.  I promise to not let
anyone touch me down there except you; not even me!"

"That's my good girl. Now, would you like to come over her and suckle your
mother?"  With that, Barbara released the top of the Teddy and exposed both
breasts.  Joni didn't answer his mother; he just slipped off his lounge and
slid onto hers so that his face was at breast level.

He looked up at her and she smiled down at him, saying, "It's alright,
dear.  Go ahead and suck your mommy.  I know you love to nurse your mommy,
and your mommy loves to have you nurse her."  With that, she kissed his
forehead passionately and then gently directed his mouth to her breast.

Joni immediately became fully erect. He had been partially engorged as a
result of the conversation, but now he was sucking frantically on his
mother's beautiful breasts, going from one to the other, and his penis was
at full strength.  She spoke quietly to him the entire time, encouraging
him to suck hard, to gently nibble on the nipple, to massage and pump her
breasts, as he had as a little boy, but now as a little girl who loves her
mommy, who loves her mommy's breasts, who wants breasts just like her
mommy.  He couldn't control himself and began humping her upper
thigh. "That's ok dear.  It's my leg that's touching your penis; you may
rub on me as long as you continue to nurse."

Joni looked up at his mother. "Thank you mommy.  I love you."  He then went
back to sucking his mother's breast and rubbing his penis on her thigh.
Barbara shifted slightly to provide Joni with better access, but in so
doing she positioned the head of his penis perfectly against the top of her
vagina.  His slow and gentle pumping was now against her satin panties and
directly over her clitoris.  It sent a shock through Barbara's system and
she automatically responded by rhythmically meeting his every pump.  They
were now both completely overtaken by the euphoria.  She grabbed his head
and pressed it against her breast. "Oh, Joni.  I love the way you suck
mommy's breast.  You are such a perfect little girl."  They were each
furiously grinding their crotches against the other, oblivious to anything
beyond this experience.

Barbara was struggling with self control when she felt Joni grind into her
clitoris especially hard, his body stiffen, and then the heat of his semen
squirting on her stomach.  She responded with a shiver and a flash of heat
as she came in a wonderful flood of contentment.  She had again avoided
actual incest - their actions had only mimicked fucking.  She couldn't
imagine that it could get any more pleasurable, even with actual
penetration.  She shivered in relief.

"I love you, darling.  I love my little girl and I plan to give you the
best life ever.  Your pleasure and adventure is just beginning."

"Mommy, I am so happy. Please help me be your little girl."  With that,
Joni slid up to be face to face with Barbara.  Their eyes met and held for
an extended period.  Joni understood that he had turned himself over to his
mother to fashion him into the female he now so wanted to be.  This was
inconceivable just two days ago, but now seemed natural and inevitable.

Barbara saw the trust that Joni placed in her and her heart swelled.  She
vowed to not let Joni down, and gave him a long, deep, passionate
kiss. They both felt they were involved in something extremely erotic and
yet it almost felt like a normal mother-daughter relationship.  At least,
this is the way the perfect mother-daughter relationship should be, Barbara
thought.

"We should get ready for our company.  Get out of your Teddy and leave it
in the laundry room; I'll take care of it later.  They walked back into the
house hand-in-hand; they both undressed in the laundry room and then headed
for the stairs.  Barbara was captivated by the beauty of Joni's flaccid
penis.  After such an intense session when it had been fully engorged, it
now hung down gently over his scrotum.  She watched as it shimmied back and
forth as he walked.  She wanted to take it in her mouth and taste it in
this condition – soft and pliable.  She was nearly consumed again by
passion but regained control as he took the lead up the stairs. She made a
mental note to not encourage nudity outside the bedroom.

"Why don't you put on the suit you wore yesterday, honey?  I'll get you a
different blouse if you'd like.  We'll insist that they go home to change
before dinner and we'll go get you some special clothes before they return.
How is that for a plan?"

"Sounds great, mom.  What kind of special clothes?"

"Oh, you'll see.  Maybe your own bra and panties, and your owns heels, a
new bathing suit.  Would that make you happy?"

"Oh yes, mommy.  That sounds like fun."

Joni followed Barbara into the bedroom and waited, nude, for further
instructions.

"I have to pee, mommy.  Will you make sure I do it right?"

Barbara watched Joni enter the bathroom and sit on the toilet.  The flaccid
penis needed no assistance but Barbara wanted Joni to associate the act
with sex so she reached down, grabbed hold, and directed the stream.  She
found herself drawn closer and closer to the source and as he finished his
final squirts, she gently kissed the tip.  "Now, let's see how you dab it
with toilet paper without touching it with your hand."

Joni had to stand up slightly and spread his legs to get a good angle but
accomplished the task cleanly.  Her touch and kiss made him realize how
sexual the act of peeing can be.  He was thankful he didn't get an
erection.

Joni watched his mother freshen her make-up and then put on the skimpiest
bikini she owned.  She looked incredibly sexy, he thought, and assumed it
was entirely for his benefit.

Joni cleaned off his remaining make-up, fixed his hair, and then put on the
same swim suit bottoms he wore yesterday.  Barbara gave him a blouse that
was much more feminine than yesterday's top, and barely covered his
midriff, concealing none of the swim suit bottoms.

When he turned to face his mother, she beamed with delight – that is
until she saw the large bulge in his groin.  "This will never do," she
commented as she reached in and adjusted his penis to tuck it between his
legs.  "There, that's the clean look we're going for.  How does your mommy
look?"

"You look beautiful, mommy. But, aren't you going to put on a top?" Joni
asked.

"Bobby's mom wasn't wearing one yesterday so I thought it would make her
more comfortable if I didn't also; that is, unless you think I need one,
honey?"

"Not on my account; I wish I could wear the top to this suit."

She smiled, pecked him on the lips.  "I don't think our company is quite
ready for that, dear."  She took his hand and led him downstairs.

They had just finished making lemonade when Bobby and Susan arrived.  Susan
was again in a skimpy bikini.  Bobby was wearing what he wore yesterday.

Susan immediately grabbed Barbara's hand upon entering the house and kissed
her on the cheek.  She lingered.  "You look fabulous," she whispered.  "So
do you," replied Barbara.  Susan continued to hold onto Barbara's hand,
well beyond the expected sociable greeting.

"Let's go out back to the pool.  We've made some fresh lemonade," said
Barbara as she used the hand holding to lead Susan.  Joni and Bobby
followed.

The boys immediately jumped in the pool and began splashing.  The mothers
reclaimed their lounges from yesterday and watched their beautiful boys
play.

"God you look great, Barbara. That swim suit should be illegal. And your
body; is that all natural?"

"As natural as my workouts will allow.  Actually, I feel guilty for
skipping my workout this morning.  Slept late after yesterday's fun in the
sun."

"It was fun yesterday, although it was more in the shade than sun.  But, I
really like talking to you about your relationship with Joni.  I found
stained sheets this morning, so I'm going to have to talk to Bobby soon."

"Boys at this age are so sexual.  Boners at the drop of a hat!  Women don't
get that sexual until their 30s."

"Does that mean you are as sexual as a teen-age boy?" asked Susan, hoping
to direct the conversation to their own experiences.

"Right now I'm suppressing my desires in order to focus on Joni."

"It's not good to suppress sexual desires; it leads to frustration and
anxiety.  Trust me on this one; I've tried in the past and was miserable."

Barbara looked over at Susan and realized she was being seduced.  It was a
different experience, having a beautiful woman charm her, who was clearly
attracted to her.  Barbara not only felt complimented but enlivened.  She
hadn't been in a position of being the prey in years, certainly not since
her husband died.  She liked the attention; and she liked Susan.

Barbara rolled on her side and faced Susan.  "Would you like to see my
work-out room?"

"I think that would be nice."

"Boys, I'm going to show Bobby's mom my fitness center.  Don't drown while
we're gone."

"Follow me," said Barbara.  Susan didn't hesitate.

Once they were inside, Barbara closed the door to the work-out room as if
it were a normal condition.  Mirrors on the wall, pads on the floor,
stationary bicycle, elliptical, and treadmill.  "Very nice," said Susan
while looking only at Barbara.

"It was a nice life-insurance policy."

"You didn't get that great body from a recent interest in working out, did
you?"

"No, just the new equipment.  So, how do you keep so fit and trim?"

"I like to run and try to have sex as often as possible." They both
laughed.

Barbara was now leaning against the treadmill, but looking coyly at Susan's
reflection in the mirror.  Susan wasn't so sly.

"Have you ever been with a woman, Barbara?"

"No, Susan, I haven't."

A moment of awkward silence followed.  Susan was sure she was reading the
situation correctly, but she couldn't risk a misstep.  She was well
acquainted with this circumstance.  Most women couldn't turn her down, no
matter how straight they were; it was just a matter of the proper pace.

"Have you ever thought about it, Barbara?"

"Not really, Susan."  She wanted to be truthful but she didn't want to nix
the interest. "I've never had the opportunity and I guess it just hasn't
registered on my imagination."

"Well, I have to admit, I thought a lot about it since meeting you
yesterday," volunteered Susan.  "I haven't been able to get you out of my
mind. I find you extremely attractive."

"Why, thank you Susan.  You're very attractive also."

"Look at us in the mirror.  Have you ever seen two more perfect women in
your life?" asked Susan.  After a brief pause, Susan turned and faced
Barbara.  Their eyes locked and Susan knew by the look that this was all
arranged by Barbara; she would not be denied.

"Can I kiss you, Barbara?"

Barbara did not move. Her heart was pounding in her chest; she dared not
break the moment. All she could do was stare into Susan's beautiful eyes
and hope she recognized her desires.

It was not passionate, it was not long, but it was definitely a kiss on the
lips.  Little more than a peck, but both women felt the electricity that
was generated.  Susan backed off to judge Barbara's reaction.  "Was that
ok?" she asked.

Now Barbara didn't hesitate; with dreamy eyes, she slowly shook her head up
and down, opening the door to Susan's desires.  The second kiss was longer
and more passionate, but only slightly so.  No other parts of their body
touched, just their lips.  And the lips were tender but not parted.  The
second kiss was definitely not an innocent peck yet it did not commit
either woman to greater intimacy.  When it broke, Barbara spoke first.

"That was nice.  You have very soft lips."

"I liked it also.  Isn't it amazing how much is communicated with just the
touch of the lips.  I love to kiss.  Can I kiss you again?"  With that she
stepped forward and placed her hand on the side of Barbara's face, gently
stroking her cheek.  She placed the other hand on Barbara's bare mid-riff
and pulled her close.  This kiss was intense, deep and fully
passionate. And Barbara kissed back, fully compliant but also fully
participating in the passion.  This lasted for several minutes, animal
passion by both, each wrapping their arms around the other, each pushing
her torsos against the other, each slightly moaning throughout.  Susan
broke it off in order to regain control.

"It's nice, isn't it?  The softness, the delicacy, the passion that one
woman can share with another.  It only gets better, more intense, with more
time, Barbara.  Let me show you, let me introduce you to my world.  I want
to show you everything, Barbara.  I want to be your lover.  Will you let
me, Barbara?  May I touch you where I want to touch you?"

"Oh, Susan.  This is going so fast.  We hardly know each other and here I
am allowing myself to be seduced by you.  I don't know what to do; my life
is so complicated right now.  But you are so beautiful and," she hesitated
and then looked into Susan's eyes, "and, you are such a good kisser.  I
can't help myself; I've never looked at a woman the way I'm looking at
you."  With that, she leaned into to Susan and said "you may touch me
wherever you want.  I just want to be held and kissed by you."

Susan said nothing but took Barbara in her arms and kissed her deeply.
When she broke that kiss, she moved her hands to Barbara's front and gently
stroked her cleavage.  "I want to see your breasts.  Can I remove your
top?"

"Yes, please do."

Susan reached around and undid her top and pulled it forward and off.
"They're beautiful," she said as she touched her nipples.  She returned to
the cleavage and felt the heft of each breast.  She then leaned down and
gently licked each nipple.  This drove Barbara to a heightened state.  The
delicacy of the female touch was so different than what she had experienced
before.  The soft, gently touch that was just the way she touched herself
when masturbating.  Almost a tickle it was so delicate, but she discovered
that the breasts were a true erogenous zone.  This foreplay was so
stimulating that she found herself on the verge of climax.

"Oh God, please, slow down.  I'm losing control."

"Only a woman can truly stimulate a woman.  And I want to truly stimulate
you because you are so hot, Barbara.  I can't believe how you turn me on.
You haven't even touched me and I've cum already.  So, no mercy for you.  I
want to make you cum, and cum, and cum.  Take your bottoms off."

Barbara shuddered but did as directed.  She had given up on retaining any
control of the situation.  She just wanted Susan to kiss and touch her.
She didn't care where she touched her, she just want her to engulf her with
her femininity.

"Spread your legs slightly," said Susan.  "I want to touch you down there."

"Be gentle."  Barbara couldn't tell Susan that she was still sore from the
night before.  She needn't have worried; Susan stroked the lips gently and
delicately, discovering the wetness of excitement.  She spread the lips and
found the clitoris.  Barbara actually jumped when Susan touched it; and
then she melted into Susan's arms as she stroked it rhythmically.  Barbara
was completely lost in ecstasy, her fluids dripping to the floor.

"Lie down.  I want to taste you," said Susan.

Barbara was nearly incapable of standing on her own. Wobbly, she allowed
Susan to lower her to the floor.  "Lift your legs up so I can have full
access."  Barbara did as told.

Susan moved right in and licked the clitoris.  Barbara laid shivering with
pleasure as Susan now abandoned all tenderness for animal passion.  She
used her tongue to fuck Barbara and then clamped onto the clitoris and
sucked uncontrollably.  She looked up and saw the pleasure she was giving
Barbara, and that heightened her passion. Barbara was oblivious to
everything except the vaginal stimulation.  The intensity was overwhelming
and her desires were single purpose – achieve orgasm.  She grabbed
Susan's head and pushed it into her pussy; she brought her legs down and
wrapped them around Susan's head.  She began grinding Susan's head into her
pussy while Susan continued to suck her clitoris.  The climaxes were
achieved just before Susan had to break away for air.  Both bodies
stiffened and convulsed in ecstasy.  And then, both bodies collapsed in a
heap.

The boys didn't last too long in the pool before Bobby suggested going back
upstairs to Joni's room.  "Let's go upstairs and play."

"I'm not sure we should," replied Joni.  He knew what Bobby meant, and he
sure wanted to play also.  But he wasn't sure he could keep Bobby from
touching his penis.  Nonetheless, he agreed.

As soon as the door was closed, Bobby took off his swim suit and turned to
face Joni.  "Now, take yours off," he said.

Joni hesitated. "Let's make sure our moms are not back out at the pool."

Bobby went over to the window to look out.  Joni followed and came up
behind Bobby as he leaned forward to scan the pool area.  "I'll take mine
off but let me touch you first."  With that, he reached around Bobby and
touched his flaccid penis.  He felt it twitch and Bobby stiffen slightly
and then relax as Joni leaned up against his back.  Bobby's penis continued
to respond to Joni's touch, quickly growing to its full length.

Joni's other arm went to Bobby's shoulder and pulled him closer, their
bodies embracing from the waist up.  "Let me just touch you," Joni
breathed.  Bobby's arm went back to signal approval.  "Does it feel good?"

"Oh, yes," replied Bobby.  He spread his legs slightly to give Joni better
access.  Joni began stroking Bobby's penis in a full act of masturbation.
He wanted to pleasure Bobby completely and quickly reverted to his own
masturbation techniques – gently stroking along the shaft, cupping the
scrotum, and then working the edge of the head cap.  Such beautiful bare
shoulders, he thought, the skin is so smooth and inviting.  He rested his
head on Bobby's bare shoulder.  He was consumed with desire and placed a
light kiss, then another, on the shoulder. The slow, rhythmic stroking of
Bobby's penis continued and Joni realized that his passion was
contagious. Bobbi's arm moved up to cuddle Joni's head and Joni leaned in
and kissed Bobby on the neck, once, then twice and finally holding a third
kiss.

Suddenly Bobby pulled away and shook slightly as he turned to face Joni. "I
don't want to cum this quickly, not before you take your suit off."

"OK, but you can't touch me.  You have to agree to that."

"Why not?"

"Just agree.  I can't tell you why.  OK?"

"Don't you want me to touch me?"

"Yes, but for now just please agree that you won't."

"OK.  Anyway, I bet you're dying to get out of that suit and release the
monster!"

He was right about that, thought Joni.  With that, Joni undid the side tie
and let the suit drop.  His penis was partially erect and sprang out of its
confinement.  Bobby immediately reached for Joni's penis, but Joni turned
away.  "You promised!"  Bobby remained fully erect and a tortured look came
on his face.  "Can I just look at it then?"

"If I can look at yours."  With that Joni turned back to Bobby and took a
step forward.  The stood there, just a foot apart, looking at each other.
"I liked the way you were holding me," Bobby said. "You kissed me, didn't
you?"

"I guess I did.  I got pretty hot touching you."

"You can touch me some more," said Bobby.  Joni looked up and their eyes
met.  Joni reached out and wrapped his hand around Bobby's shaft; it was as
long and hard as he had seen it.  Without looking down, he knew that his
penis was fully engorged as well, projecting upward.  He flexed its
strength so that it bobbed up and down, pulsating with passion.  They held
this position, and then Bobby took a step forward.  Joni's penis now
extended to rest on Bobby's mid-section.  Their eyes did not break the
stare.

"I liked it when you kissed my shoulder and neck," said Bobby.  "You can do
that again if you'd like."

Joni didn't need to answer.  He leaned his head in and put his lips on
Bobby's bare shoulder, gently placing a kiss.  His own penis flexed as he
strengthened his grip on Bobby's penis.  He moved over to Bobby's neck and
kissed it gently.  Bobby placed his arm around Joni's shoulders and pulled
him closer. "I like that."

"I do too," said Joni as he lifted his head slightly to face Bobby.  He
could feel Bobby's breath on his cheek; he could feel Bobby pulling him
closer, as if encouraging him to go further.  He wanted to, but held back
for fear of rejection.  Kissing on the lips just seemed too serious; if he
did it, it would no longer seem like playing.  If he kissed Bobby on the
lips, it would seem more like romance. But the passion they were
experiencing was already beyond playing; and he needed to give Bobby
something, thought Joni, something that distracted him from touching his
penis,. Kissing Bobby was the natural next step.  Even if he rejected it,
it could distract him touching his penis.

Joni moved yet closer and kissed Bobby on the cheek, and hugged him gently,
and then slid his lips around to touch Bobby's lips.  He pulled away.  "Did
you like that?" asked Joni.  "Oh yes!" responded Bobby.  "Let's do it
again."

Joni then moved in and kissed Bobby fully on the lips.  They held it
briefly and then broke, only to do it again, and again, and again.  Both of
Bobby's arms wrapped around Joni and pulled him tightly against him.
Although Joni still held Bobby's penis, his own penis now pressed firmly
against Bobby.  It was a passionate embrace that lifted their sexual
pleasure to new heights.  Again, Bobby broke it off in an effort to delay
his climax.  Joni understood; he felt the same way.

He stood back from Joni and each admired the fully engorged image of the
other.  "I want to kiss you down there," said Joni.

"I want you to," responded Bobby. "But be careful.  I'm pretty excited."

Joni dropped to his knees in front of Bobby and used two hands on his
genitals – one to enwrap his penis, the other to cup and support his
scrotum.  He leaned in and gently planted a kiss on the tip of the penis.
He noticed that it was wet with a gooey substance.  It tasted good and he
slid the entire head into his mouth.  He remembered how his mother had done
it to him the night before; he now understood why.  He was in heaven.  The
feel of the solid penis in his mouth, knowing he was taking Bobby to a new
level of excitement, create immense satisfaction in Joni.  This was a
girl's role and he liked it; he realized that he would much rather be in
this position than in Bobby's.  He wanted nothing more than to provide
sexual pleasure to Bobby; his own pleasure was very secondary.  He realized
he was performing the exact same act on Bobby that his mother had performed
on him.  He looked up at Bobby as he took ever more of the shaft in his
mouth; this is the position he wanted to be in, sucking Bobby's penis, the
most subservient position a girl can assume.

It didn't take long for Joni's attention to send Bobby over the limit.  He
reached down and grabbed the back of Joni's head and pushed it forward as
he was thrusting his hips out; his penis hit the back of Joni's throat just
as his orgasm erupted.  Joni was surprised to get a mouthful of cum, but
loved the warmth, the texture, and the flavor.  He held the sperm in his
mouth briefly, and then swallowed just as his mother had done the night
before.

As Bobby pulled his penis out of Joni's mouth, Joni made one last gasp and
then kissed the tip of the penis goodbye.

Bobby lifted Joni up off his knees and they stood there speechless for a
moment or two.

"Wow." Bobby said.  "That was great.  But what about you?"

"I thought it was great also."

"No, I mean what about your erection.  Aren't we going to do something
about it?"

"Yes, I suppose I will later, but not right now.  We should probably get
back down to the pool"

Bobby looked around on the floor.  "What happened to my spunk?"  Joni was
silent and looked away.

"You didn't swallow it, did you?"

Again, Joni was silent; feeling slightly ashamed.

"You did, didn't you!" Joni looked up to see Bobby's smiling face.  "How
did it taste?"

"Salty," is all Joni could say.

"The way you kept sucking after I came...that was really nice."

Bobby's erection was diminishing rapidly, but Joni's remained at full
strength.  "How are you going to hide that in the swim suit?"

"Good question."  Joni slid on the suit and tied the side bow. His penis
projected well out of the top.  He really didn't want to touch it, but he
had to at least shift it to the side.  Turning his back to Bobby, he
adjusted it so it was covered; but it was obvious that a large erection was
underneath the suit.

"Can we kiss before we leave?" asked Bobby.  "I'd like that," said Joni as
he stepped forward into Bobby's arms.  It was gentle and sweet – two
fresh and innocent 14-year old boys finding passion in each other's arms.
Neither wanted to break the moment but then they heard their mother's
talking by the pool.

Barbara and Susan were so pre-occupied with their own experience that they
really didn't notice the absence of their sons when they the two women
returned to the pool.  Reclaiming the lounges, they sipped a fresh glass of
lemonade and tried to enjoy the sun.  Barbara broke the silence.  "I really
enjoyed that.  It was probably routine to an experienced woman like you,
but to me it was one of the most exciting experiences I've ever had.  Thank
you for making it happen."

"No thanks are needed.  I'm just happy that you were willing to experiment
and that it was with me.  I hope we can do it again, and soon; there's so
much to show you."

"Yes, I too hope so.  But I'm not sure I'm ready to make us an `item'.  My
life is very complicated right now, with the move and all."

"No pressure.  The great thing about this is we don't need to make any
romantic commitments; at this stage it's enough to just enjoy the physical
attraction, since there's no possibility of physical consequences, if you
know what I mean.  If it doesn't go any further, we will always have the
great sex to remember."

"And great sex I expect it to be!" said Barbara.  With that they lounged
quietly for several minutes.

"Can I trust you with a parental problem, Susan?"

"Sure."

"No, I mean, really trust.  We have shared a lot over the last day, and I
really feel a deep connection with you.  But what I want to share with you
may shock you and may not meet with your approval. But I would like your
advice, nonetheless.  But before I say anything more, you must promise me
that it won't go any further.  You must swear that you won't ever tell
anyone."

Susan thought for a moment and considered the possibilities.  It is
parenting advice she was seeking; how bad could it be?  Joni is her only
child and he seems normal and well adjusted.  In fact, Bobby is very
excited about his new friend.  "I promise that I won't tell anyone and that
I will give you the best advice I can."

"Remember I told you about my talk with Joni and about his masturbating?
About how he got an erection while I was talking to him?  Well, it didn't
stop there."

"What do you mean?"

"Joni is very well endowed; let me restate that – Joni is very well
endowed.  So well endowed that I'm afraid that it will dominate his life
now that he's reached puberty.  His father was like that and he thought he
could get by just by using his penis.  It worked for a while; it's a major
reason I married him. I don't want that to happen to Joni."

"I've seen Bobby's penis on occasion and it's also big, but I've never
considered that a problem."

"I doubt he's as big as Joni.  Anyway, I'm being pro-active."

"What do you mean, pro-active?"

"I started to de-emphasize his male attributes and emphasize his feminine
qualities.  You noticed the bikini bottoms he's wearing; at night he sleeps
in a teddy. I'm teaching him to walk properly, sit properly, and generally
behave as a girl."

"I also noticed that he was wearing a blouse yesterday and today.
Otherwise, I had no idea."

"Do you think I'm a terrible mother?"

"My goodness, no.  I think you are a loving, caring mother who wants the
best for her son.  But what does Joni think?"

"Well, let me put it to you this way – he wanted to wear the top of the
bikini today.  I thought it would be too much, not to mention the tan
lines."  They both chuckled at this thought.  "It was actually Joni who
originated the transition by wanting to try make-up and then the Teddy.  I
don't think he's looking forward to wearing boy's clothes to school
tomorrow."

"Let me see if I understand, then," said Susan.  "You are feminizing your
son in order to make him more well-rounded.  You expect him to neglect his
penis if you can instill in him female values.  By downplaying his penis as
a sexual organ, he will become a more attractive individual.  Is that about
it?"

"That's about it," responded Barbara.

"How far do you intend to go?"

"As far as he wants to go. He doesn't know my motives; he just knows that
he is incredibly excited about everything feminine.  If he loses interest,
I figure that this exposure can only help him in becoming a better, more
sensitive man.  But until that time comes, I'm planning on supporting him –
no, encouraging him – as much as I can."

"How can I help?" asked Susan.

"You've helped already by understanding and not condemning me.  But do you
think I'm doing the right thing?"

"It sure sounds like it, but only time will tell. I think as long as you
are flexible, and willing to back-off if necessary, what's the harm?
Besides, he sure is a beautiful boy. I can't imagine how beautiful he would
be with make-up and such.  I guess I should just say it – as a girl."

"If he weren't the most perfect female creature, I wouldn't continue.  But
it really is amazing how beautiful he becomes as a girl.  I think that's
probably why he is drawn to it.  You should see his excitement when I
finish his make-up."

"What kind of excitement?"  Susan asked.

"Never mind. Just accept that he really enjoys being feminized.  And I
enjoy doing it.  We have great fun."

Susan was getting visibly excited by the conversation and was thinking
about Joni but looking at Barbara.  If Joni as a girl looked anything like
his mother, he would never lose interest in the transition.

The two mothers were so engrossed in their conversation that they hardly
noticed when their sons returned.  It didn't occur to them to ask what they
were doing upstairs. The boys certainly weren't going to volunteer
anything.

"Here's an idea," said Barbara. "We've lost the heat of the day so why
don't we break until dinner?  That way, we can get cleaned up and change.
Meet back here in about 2 hours?"

"Well, if you insist.  What do you think, Bobby?"

"Whatever."

"Ok, it's a deal.  Out of the pool and dry off, Bobby.  We'll see you in a
couple."

Joni came over and took Susan lounge after they left.  They sat quietly for
a while before Barbara asked, "Did you have fun with Bobby, dear?  You
didn't do anything you weren't supposed to do, did you?"

"No mommy.  I was a good boy."

"Good.  Then I believe I promised you a shopping trip.  We'd better change
and head to the mall.  I can make dinner when we return."

They headed upstairs; Joni hesitated on which room to enter.  "You had
better choose some of your clothes, dear.  At least some shorts and your
flip-flops.  If you'd like to wear one of my blouses, that's ok."

Joni located the shortest shorts he had and his flip flops and took them
into his mother's bedroom. "What about panties?"

"Well, take your suit off and let's decide."

Joni was soon naked in front of his mother.  It felt natural and free to
stand there fully exposed.  He hadn't really touched his penis all day, but
now he wanted to fluff it up and separate it from the scrotum.  His mother
recognized his temptation and came over to adjust it; her hand lingered a
bit longer than was necessary as Joni melted in her grasp.  There was
pleasure in his mother's touch, he thought, pleasure that was wonderfully
reassuring.  She leaned in and kissed him lightly on the lips, and then
released him and backed away to her panty drawer. "We must not get too
distracted, honey.  Otherwise we'll never get to the mall before dinner."

A nice pair of pink satin panties were chosen, and Barbara positioned
Joni's penis in a tuck between his legs.  The shorts were androgynous, as
were the flip flops.  A nice short-sleeve silk blouse was clearly feminine,
so that the complete image was rather confusing.

On the way to the mall they agreed that Joni would not display any female
traits.  Let them keep guessing, thought Barbara.

They went straight to Victoria's Secret, with Joni playing the role of a
son accompanying his mother on a shopping spree.  The sales attendant was
an attractive young woman who couldn't help but stare at Joni.  Joni smiled
back but was too shy to do anything more.  "I think she likes you," Barbara
whispered when the girl went to retrieve some "A" bras.

One particular pair of panties caught Barbara's eye.  They were pink satin
with lace along the high cut leg holes.  It was the inside that was
different – it had a softness and texture to it that appeared to be
designed to stimulate a woman's clitoris.  "Is this material intended to do
what I think?" Barbara asked of the attendant.  "It is intended to remind
the woman of her sexuality," said the attendant coyly as she looked at
Joni.  He blushed and looked away.

"Good, do you have an "A" bra to match?  It's for my daughter," Barbara
explained."  She did, they checked out and headed home with numerous
panties and bra combinations.

"This is exciting, isn't it Joni?" ask his mother.  "Female undergarments
all your own.  You won't have to borrow any of mine, that is unless you
want to."

"I couldn't really respond in front of that sales girl, but I love
everything you got mommy.  I can't wait to try them on."

When they got home, Barbara went to the kitchen to begin dinner while Joni
ran upstairs with the new bra and panties. "I don't think you should put on
a bra tonight, dear, but please put on those special panties.  I want to
see how they look on you."

It didn't take Joni long to come back downstairs with the panties on. "Take
off the blouse so I can see how they look, dear."

Joni obeyed and stood there willing to model the panties for his mother.
She came over to adjust his penis and his scrotum, which was leaking out
the sides.  Once done, she stood back to admire her son.  "Walk over to the
window in your best female form and let me see how they look."

Joni suddenly got very swishy and became completely engaged in modeling the
panties.  He saw this as another act of femininity, and tried to act fully
as a female.

"Now walk back, dear.  Very nice.  How do they feel?"

"Wonderful. They stimulate just the way the girl said they would.  I'd
better not walk too much."  They both laughed at the image.

"Ok.  If you look in my bottom dresser drawer, you'll find a nice pair of
black spandex short-shorts that you can wear tonight.  You can keep the
same blouse and flip-flops.  I'll finish dinner because they're due here
any minute."

Joni had just finished getting dressed when Susan and Bobby arrived.  Susan
was dressed provocatively with an open blouse and no bra; Bobby was dressed
with regular shorts and a polo shirt.  Joni was caught by how attractive he
was, even in simple clothes.  "You two stay down here because it won't be
long before dinner.  Maybe you want to watch some TV?"  suggested Barbara.

Susan followed Barbara into the kitchen.  "Can I help you prepare
anything?"

"We're just having a cool salad.  But while we're alone, I need to talk to
you briefly.  I need you to cooperate in a little role playing."

"I'll do what I can."

After dinner, I want the four of us to linger around the table for a while.
We went to Victoria's Secret at the mall before dinner and I got Joni some
undergarments – bra and panties to be exact.  There's one panty that's
special and he's wearing them now.  I' going to try to direct the
after-dinner events so that Joni will model the panties.  If you are given
the opportunity to see Joni's penis, please try to ignore it.  I want him
to think that, as sensual as you are, you are not distracted by his penis."

"I don't understand."

"You don't have to now, you will after dinner.  Just please try to ignore
his penis if it is exposed to you.  For a lesbian, that shouldn't be too
hard.  OK?"

"You're the boss."

After dinner, the conversation turned to clothes, with Barbara and Susan
discussing intimate apparel as if their sons weren't even present.  Both
boys listened intently as the mothers spoke of push-up bras, thongs, garter
belts, satin slips and hosiery.  When the topic circled back to panties,
Barbara got all excited about the discovery she and Joni had made on their
afternoon shopping trip.

"It's a new kind of panties, very sexy satin and lace, high leg cut, low
waist. Very sexy.  But that's not the amazing part; it has an inside fabric
designed especially to produce sexual stimulation."

"I've never heard of such a thing. You mean, that the wearer gets more
benefit than the partner?"  responded Susan. "Did you get a pair?"

"We certainly did.  In fact, Joni is wearing them right now."

"Wow.  How do they feel, Joni?"

Joni, slightly embarrassed, just looked up to acknowledge that, yes, he was
wearing them.

"I have an idea," said Barbara.  "Why doesn't Joni model them for you?
Would you do that for your mother, Joni?"

Joni showed the shock of surprise.  He thought the little modeling in the
kitchen was just for his mother's benefit.  But now he suspected it was a
rehearsal.

"Stand up, honey, and show Susan that there are no panty lines that show
through the spandex."  Joni stood up but didn't move. Bobby's mother wasn't
even supposed to know about any of this and here his mother was revealing
to her that he was wearing panties – panties that had a self-stimulating
sexual purpose.

"Come here, sweetie, and let me see," said Susan.

Joni looked at his mother briefly and she motioned with her head in the
direction of Susan.  He took the several steps to arrive in front of Susan.

"They do produce a clean and flat image under your shorts.  Do they feel
good, sweetie?"

"Yes, mam."

"Joni, dear, why don't you take your blouse off so that Barbara can get a
better look."  Joni did as his mother asked.  "Now turn around slowly so
that Barbara can see the front and back."  Again, he obeyed his mother.

"I think you should see the actual panties, Barbara.  Joni, dear, please
take off your shorts so Barbara can see how pretty the panties are."

Joni's surprise now turned to horror as he realized that he would actually
have to stand in front of their guests wearing only panties.

"Joni," said his mother, indicating that he had no choice.  Slowly he slid
the spandex shorts down to just above his knees, and stood stationary in
front of Susan.

"All the way off, Joni.  I want you to model them for Susan."  Joni looked
over at Bobby, giving him a look of desperation.  Bobby just motioned that
he knew Joni had no choice.

Joni slid the shorts down to the ground and stepped out.

"They're marvelous," exclaimed Susan.  "Incredibly sexy. And they fit Joni
so well."

"Now, dear, walk away slowly from Susan several steps," directed Barbara.
"That's good.  Now walk back slowly and stop in front of her."

Joni started the walk in a obligatory manner, but soon the feeling of
femininity returned and he completely adopted the female role of a runway
model.  The swish, the front leg crossing over, the steady hands.  It
almost seemed natural.

"I love the way they look on you, Joni," said Susan.  She was afraid to
complement Joni on anything other than the panties for fear of influencing
Bobby.  This is not what she wanted for Bobby, even if he could match Joni
in appearance and mannerisms.

Joni now stood motionless in front of Susan.  The front of his panties were
flat, although the bottom showed the presence of a large bulge.  Susan
tried to ignore this, just as she was instructed to do.

"The unique part of the panties are their inside, Susan.  Joni, please pull
your panties down so Susan can get a good look at the inside."

Joni nearly panicked.  Not only did Susan learn that he was wearing
panties, but now he had to expose his penis to her.  He looked at his
mother, pleading with his eyes for her not to make him do this.  "Do as I
say, Joni," was all she said.

He slowly grabbed the sides of the panties and pulled them down, just
enough to expose the interior.  "Lower, honey, so Susan can get a better
look."

He pulled them down enough so now his penis and scrotum swung free.  True
to her promise, Susan directed her attention to the interior of the
panties.  "This is amazing.  I never would have guessed. The texture is so
different than the outside."  With that, she reached over to feel the
fabric, and accidentally brushed against Joni's penis.  He tried not to
react; she tried not to notice.

"Now turn around and show her that the rear is smooth, just like the
outside.  The design is truly just for genitalia stimulation."  Joni slowly
turned around, fully exposing his front to Bobby.  Bobby stared and then
looked up at Joni and smiled.  This made Joni feel better, and he responded
with a slight smile.  At least he wasn't fully humiliated.

"OK, you can put your clothes back on now, Joni," said Barbara.  "Thank you
for showing us the panties. You're a good sport."

Joni didn't respond; he just went back to his seat.  Bobby and he exchanged
awkward smiles.

"You boys can be excused now, if you'd like," offered Barbara. "I'm sure
you're sick of listening to us talk about girl stuff."

"But don't go too far, Bobby," said Susan. " We need to leave shortly.
Remember, it's a school night."

The two boys headed upstairs to Joni's room.  As soon as the door was
closed, Bobby was jumping with excitement. "I can't believe that just
happened.  My mother has never acted like that before."

"Mine neither," added Joni. "I hope you understand."

"How do the panties feel?  They really do look great on you."

"They feel nice, but I really don't see the point of the inside material.
It doesn't feel any different to me.  Actually, I like the feel of satin
better."

"You've worn satin panties?"

"To bed is all.  They really feel sexy.  These just feel like my regular
BVDs."

"Well, they sure don't look like BVDs."

Bobby's mother was now calling for him from downstairs. "I'd better go," he
said.  But before he left, he turned an gave Joni a peck on the lips.
"I'll see you in school tomorrow."

Joni didn't go downstairs after Bobby left.  He just lingered in his room,
thinking about tomorrow.  He hadn't been back to school since the shower
event; he was going to have to take gym class.  How was he going to handle
it?

Barbara knocked lightly on Joni's door, and then entered.

"Would you like to come into my room?  We have about an hour before
bedtime."

"OK."  Joni followed his mother down the hall.

"Honey, are you scared about going to school tomorrow?  You shouldn't be,
you know."

"Why shouldn't I be scared mommy?  I'm going to find myself back in that
shower with a group of other boys and the same thing is going to happen; I
just know it is."

"Oh, honey.  I don't think it will.  You're not the same person who was in
that shower last Thursday.  You have grown in confidence and identity.
You're my little girl now and your penis is not that important.  You may
not have liked what I made you do in front of Bobby's mother tonight, but
you should have learned something from it.  I watched your penis the whole
time you had your panties down.  You had me, Bobby, and Bobby's beautiful
mother staring at you, and your penis remained flaccid.  You didn't seem
humiliated or ashamed; a little embarrassed, maybe.  But, regardless, you
did not have a sexual response.  I am so proud of you."  With that, Barbara
came over and gave Joni a big hug.  "Don't you see that there's nothing to
worry about tomorrow?"

 "I guess you may be right," said Joni.  "I sure hope so."

"Just remember that you are really a little girl who's not interested in
those boys.  And they shouldn't be interested in you.  You might have Bobby
wait and take a shower with you after the others have finished, if you're
worried.  But really, you just need to march right in to the shower and
show them that they have no control over you. Once that happens, they will
forget all about what happened.  And if they don't, you tell the gym
teacher that you're being bullied and you want it to stop."

"Oh, mommy.  I love you so much.  I wish you could be with me there
tomorrow, that we could show them how I really am."

"No, dear.  That's our little secret.  I know Bobby and his mother know
that you occasionally wear some girly clothes.  But you must keep it a
secret from everybody else.  OK?"

"OK."  Joni felt relieved.  It hadn't occurred to him that the whole
episode – from his modeling for his mother to his modeling for Susan –
had been to prove that he was a different person from the one who was
humiliated by an erection in the shower.  He was prepared for the future.

Barbara broke the hug and then leaned in for a passionate kiss.  "There,
that seals the deal.  How would you like for me to get you ready for bed?"

"Oh, I would love that," squealed Joni. He was so happy he could hardly
control himself.

"First, you have to remove those clothes."  She didn't have to ask twice;
Joni was standing nude in front of Barbara before she had time to even
think about what nighty to choose.  "Don't move, I'll be right back."

Barbara disappeared into the closet and returned with a satin teddy.  "I
don't think panties are necessary, but you could wear one of your new bras
if you'd like."

"Oh, I'd love that, mommy."

"And, how about just a touch of make-up?  Maybe just some lipstick to
remind you of your transition throughout the night."

"Oh, please, please, please, mommy.  Remember, I'm your little girl."

Barbara prepared Joni for bed, and then put on a silk teddy herself.  As
they climbed into bed she noticed that Joni was semi-erect.  Just the act
of becoming feminized produced as strong sexual response in him.  Positive
reinforcement was in order, she thought.

They snuggled in bed and then kissed gently as they held each other.
"Thank you for everything, mommy."

"Oh, my darling, thank you.  I love you so much that maybe I want too much
for you." She reached down and touched his now fully-erect penis.  It
throbbed with her stroke.  It's probably best to relieve his tension
tonight, she thought, before he goes to school tomorrow.  He responded to
her attention by kissing per passionately; he was becoming quite adept now
at making-out and was exploring her mouth, neck and ears with abandon.  She
couldn't help but respond with ever more passion.

"I want to show you that your mommy will provide you with all the penis
pleasure you need," she whispered in his ear.  "Were you a good boy all
day?"

"Oh yes, mommy.  I touched Bobby again, but I wouldn't allow him to touch
me."

"That's a good boy."  She began to focus on the soft skin around the penis
cap, and the under area of transition, the area that is so sensitive to the
touch.  She used to produce climaxes in husband just focusing on this area,
touching no other spot.  It was having the same response, now, with her
son.

The thought briefly flashed through her head that this was indeed her son
and she had a moment of guilt.  But then she knew that this was just
physical fun, clean and harmless.  It was in his best interest and he
clearly enjoyed it.  And she enjoyed it, too; no, she was way beyond
enjoyment.  She was obsessed with her son's sexuality. She wanted him to be
the most sexual creature ever and that began with the willing transition he
was making to femininity.

Joni's passion was becoming noticeably heightened; he was smothering her
with kisses as she rapidly rubbed the rim of his penis cap.  He began
pumping his hips in rhythm with her stokes; he suddenly flexed every muscle
in his body as he groaned with passion.  And then it was over, he shot
spray after spray of sperm on her silk teddy.

He collapsed on her side.  She had her arm around him and pulled him up to
her mouth and kissed him gently.  "There.  That's for being such a good
girl."

They fell asleep sharing the wetness of his climax.


End Part 3