Date: Thu, 2 Jun 2011 00:23:28 +0000
From: william michael <beau155@hotmail.com>
Subject: Panties are a Boys Best Friend Part 4 (Transgendered/TV)

The usual cautions apply.

For Laurie Simpson and her son, Mark, the last several weeks had been
exciting in the extreme.  Since witnessing Mark engaging in his first same
sex encounter with a new friend from school, their sexual escapades had
become supercharged.  In fact, that very night after the other boy, Todd,
had gone home, Laurie gave Mark just enough time to make his transvestite
transformation before she practically attacked him, having already stripped
down to her lingerie while watching.  Before they were done for the night,
Mark had given his mother three cum loads, two in her pussy separated by
one in her mouth.  She had at least half a dozen orgasms and both had real
difficulty waking up the next morning.

Laurie encouraged Mark to pursue his relationship with Todd, making it
clear that she would be watching them when she could.  Mark loved the idea
and he would spend several afternoons a week after school having sex with
Todd and fucking his mother nearly every night and on the weekends.  The
third time Laurie watched Mark and Todd, her beautiful boys as she thought
of them, she was treated to the sight of Mark fucking Todd's smooth, boyish
ass on his bed.  When she had quietly rolled into the driveway and crept
into the house she didn't hear them in the living room.

She slipped off her shoes and slowly walked up the stairs to the second
floor.  She could see that the door to Mark's room was open partway and she
could hear low murmuring sounds.  When she peeked around the edge of the
doorway she could see the two boys, already naked, stretched out on Mark's
queen size bed, laying on their sides, sucking each others hard smooth
dicks.  The sight of the two smooth, lithe bodies, giving and receiving
such pleasure started her own juices flowing.  She slowly pulled her blouse
and skirt off, tossing them to land in front of the door to the now empty
bedroom of her eldest daughter.

With one hand rubbing her pussy through the front of her panties and the
other squeezing her lace covered tits, she watched as Mark and Todd sucked
each other lovingly.  She could see Mark's hands running over Todd's smooth
hairless ass, squeezing and pulling the dark haired boy's cock deeper into
his mouth.  Then a long slender finger began to run up and down the crease
between the two cheeks and Todd responded with louder moans.  Then one
index finger probed deeper and Laurie could see Mark begin to massage
Todd's tight little asshole.  Todd pulled his mouth off of Mark's cock and
began mumbling,

"Oh, man, baby, yes, play with my asshole.  That feels so good."

With that encouragement Mark abandoned Todd's cock and moved his head
further between his lover's legs and began to tongue the cute pink ring.
Laurie slid her hand down inside her panties and began to slide her finger
along the smooth lips of her now drenched pussy.  Since Todd had his back
to the door, Mark was facing her as he licked his friend, and lover's,
asshole.  He looked directly at his mother and gave her a little wink as he
continued his relentless tonguing.  After a few more minutes of this Todd
raised his head from Mark's crotch and said,

"Oh, Mark, baby, I want to feel you inside me.  I want you to fuck my ass
with this big beautiful cock of yours."

Todd said this as he was holding Mark's eight inch dick in front of his
face.

"Are you sure, Todd? Have you had anything in there before?" Mark asked.

"I've been doing some playing the past couple of weeks, but I've got to
have you, please."

"Okay," Mark said and after a last lick of that inviting pink hole he
rolled over and grabbed something from the drawer of his nightstand.  It
was a bottle of lube.

"Okay, baby, get on your hands and knees and stick that cute little ass in
the air," Mark said.

Laurie was thrilled to see that Mark was setting them up so she would have
a perfect side view to watch.  Mark took some of the lube and applied it to
Todd's asshole.  The boy twitched and cooed.  Mark used a finger to rub it
around and past the tight ring.  This got more positive reactions.  He then
applied a generous portion to his hard cock that was pointing up at the
ceiling.  Holding the shaft at the base he moved closer to Todd's ass and
began to rub the head against the exposed ring and then began to push
forward.  Feeling the instinctive resistance Mark said,

"Relax, Todd.  Try pushing back a bit."

It took a bit of time but Mark was patient and Todd was eager and with
experience gained from ass fucking his mother, he began to make progress.
Laurie could not see in detail but she could watch as Mark slowly sank his
meaty shaft between Todd's lightly golden ass cheeks.  Laurie was in heaven
seeing how skillfully her son was taking his lover's virgin ass.  With
gentle back and forth motions, he eased in a bit more with each inward
movement.  Todd was moaning into a pillow but it was obvious he was already
past any discomfort and was thoroughly enjoying what was happening.
Eventually, Mark's hips made contact with Todd's ass and with a final push
Mark said,

"There you go, baby, you've taken all I have to give."

Todd turned his head sideways and mumbled,

"Oh, fuck, Mark, this feels so good, so much better than I thought.  I want
you to fuck me like this every day.  Fuck me and fill me with your cum,
baby, please."

Mark took hold of Todd's hips and with a quick look over at his mom, he
drew back and began a slow steady rhythm .  Todd began to moan and his face
looked like he was really loving the experience.  Mark began to pick up the
pace and was giving Todd a hot, hard butt fucking.  Laurie was furiously
fingering her pussy while taking in the show from her hallway vantage
point.  Her body was tingling and she was applying just enough pressure to
keep her aroused but not enough to send her over the edge into orgasm.
Todd was mumbling incoherently.  After a while Mark leaned down and
whispered something and Todd nodded.  Mark leaned back and withdrew his
slicked cock from Todd's ass.  The boy rolled over onto his back and spread
his legs wide.  Mark crawled forward on his knees and pushed his lover's
legs back and brought the head of his dick to the much more pliant asshole
and began to sliding it back in.

It took some time for re-entry but it was much quicker and easier than the
first time.  Once he was all the way in Mark resumed his steady fucking
while Todd began stroking his own six inch dick.  After a time, Mark leaned
himself down trapping Todd's dick between them as they pulled themselves
together.  Todd's slender smooth arms and legs wrapped around Mark and his
hands grabbed hold of the boys ass and pulled that big cock deeper into his
ass.  Mark and Todd began kissing passionately and Laurie was doing all she
could to keep from moaning out loud.  She had been watching for at least
forty five minutes and her legs were getting tired.  But she was determined
to see Todd take his first load of Mark's cum in his ass.  She didn't have
long to wait.  She heard the noise that Mark would make when he was ready
to shoot a heavy load.  She saw his ass begin to move faster and with
stronger strokes.

She could also see Todd's arms and legs tighten there grip around her son.
Apparently, Mark must have been reaching the right spots because Todd was
the first to lose his load.  The dark haired boy broke their kiss and
shouted incoherently and his body began to buck.  Although she couldn't see
it she was sure he was spewing a nice cum load up between their bellies.
Just as Todd was subsiding, Mark grunted and his ass pushed hard and then
stopped, ramming his fat dick all the way inside Todd's ass.  Sharp quivers
signaled each cum shot, each accompanied by a grunt.  She counted seven in
all.

They finally came to an end and Mark rested atop Todd, the two boys
exchanging kisses.  Then Mark raised up a bit and looked down at Todd.

"So, what did you think," his voice low and breathy.

"It was so much better than I could have imagined.  I want more of it.  I
love how that big dick of yours feels up inside me," Todd said with a
smile.

"I'm glad, I loved it, too.  I think we should get cleaned up now.  My mom
will be home in a while and I think with the mess we made we'll need a
shower," Mark said.

"Hmmm, a shower with you sounds wonderful."

With that warning, Laurie ducked across the Hall into her daughter's old
room until she heard the upstairs bathroom door close.  As much as she
would have liked to have watched the two beautiful boys naked in the shower
she knew she needed to get to her own bedroom to wait for Mark.  She used
her bathroom for a quick clean up and changed into fresh, and much sexier,
lingerie.  She even put on a pair of black pumps with four inch stiletto
heels to add a touch of flair.  By the time she was done she only had
another ten minute wait before she heard a soft knock on her door.

"Come in, baby," she said from the chair she was sitting in.

The door swung open and Mark walked in. The way he looked took Laurie's
breath away.  He wore black silk thong panties and a matching bustier top.
His legs were encased by patterned, but sheer, black stockings held up by
garter straps that hung from the bottom edge of the bustier.  He head black
pumps of his own but with only two inch heels of a thicker design.  His
long blonde hair was behind his ears and he had added just a touch of
eyeliner and lipstick.

"Oh, sweetheart, you look so sexy," Laurie said as she rose from the chair
and began to walk to meet him.

"You look pretty fucking hot yourself, Mom," he said with a smile.

"Ohhh, such a dirty mouth.  I guess I need to give it something better to
do," Laurie said as she walked up and took hold of his chin and pulled her
son's lips to hers.

Her pussy came alive at the feel of his warm, soft lips on hers and when
she stepped forward to press her body to his she could feel his excitement
as the bulge in his panties began to grow, pressing against her lower
abdomen.  They were quickly in a tight embrace, lips and hips grinding,
hands roaming and groping.

"Oh my beautiful, beautiful boy.  I loved watching you fuck that sweet
boy's tight ass.  You made him feel so good, I could see that."

"Mmm," Mark murmured into his Mom's neck.  "It felt good to do, too.  It's
so great having a friend like that."

"I'm happy you found each other, baby.  Just don't neglect your dear old
mom," she said into his ear.

Mark looked at his Mom and said,

"Never.  You're my mom and my best girl."

They started kissing again and the intensity was really growing.  Laurie
finally dragged her son to the bed and pushed him onto his back.  She knelt
next to him and pulled the front of his panties down under his balls and
began to lick and suck the thick shaft and dripping head.  She closed her
eyes and gloried in the taste and texture of the big cock attached to the
smooth form that was her son.  Mark began to pull on her until he got her
pussy centered over his face and he began to lick her pussy through the
sheer material.  Laurie began to groan around the cock in her mouth.  When
Mark pulled the fabric aside and pushed his tongue into her once more
drenched pussy.  She took her mouth off his dick and let out a loud,

"Oh, fuck, yes, baby,"

Then she went back to sucking his cock, working the shaft into her mouth.
They pleasured each other like this for perhaps a quarter hour and then
Laurie decided she needed more than a tongue in her pussy.  She swung her
leg over Mark and positioned her pussy over his meaty cock, rubbing the big
head against her swollen lips. Then she let her weight push the head past
her lips and she let out a moan.  Mark took hold of her hips and helped
guide her down.  As her ass cheeks touched his thighs she let out a hiss
and said,

"Oh, fuck, baby.  You fill me up so good."

Then she looked down at him, the black satin and lace bustier and the make
up adding to her excitement.  She began to flex her legs and ride his thick
shaft up and down.  Mark slid his hands up her sides and used them to cup
the big firm breasts suspended in the sheer black bra she wore. His thumbs
played with her fat hard nipples.  Laurie let her head drop back as she
groaned.  She rode him like that until she gave herself two gut wrenching
orgasms and Mark gave her a hefty load of cum deep inside her.  She
collapsed forward on top of her son, kissing him deeply, leaving his slowly
softening dick inside her pussy.

After a time they got up off the bed and headed to the kitchen to get
something to eat.  Later that night Mark delivered two more cum loads into
his mother, the first was down her throat as he came while Laurie had her
nose pressed against his stomach.  And a second, albeit somewhat lesser
load as he fucked her ass while in the shower, a combination of technique
and location she was coming to love.  Afterward, as they lay together in
her bed, for Mark hardly ever slept in his own room anymore, she asked a
question that would prove to have major consequences in all their lives.

"Mark, sweetheart," she began.

"Yeah, mom?"

"What would you think about bringing Todd into our little circle?"

"What? You mean the three of us having sex together?"

"That's right, but more than that.  I was thinking about the dressing as
well," she replied.

Mark remained silent for a moment and then said,

"He would look really terrific all done up, I bet."

"I bet he would,too.  Plus it was all I could do to keep from running into
the room when you were fucking his hot little ass," Laurie purred.

"I'm willing to give it a try.  I just don't know if he has any interest in
girls, women.  He's never said anything," Mark said.

"Well, every boy deserves the chance to find out.  Here's how I think we
should handle it."

Laurie laid out her plan.  If he hadn't already shot four loads that day
they probably could have had one more fuck after she was done talking. As
it was they kissed some more and then snuggled together and drifted off to
sleep.  It took almost two weeks to set up but finally on a cloudy Saturday
morning, they sprung the trap on Todd.  The story was that Laurie was away
for the day and Mark suggested Todd come over and play.  He had purposely
not brought Todd home for sex all that week.  As hoped, the boy was eager
to visit.

He arrived right on time and practically threw himself at Mark once the
front door was closed.  Laurie was in her usual spot in the kitchen and
watched intently as the boys kissed passionately.  When they finally broke
apart Todd said,

"Oh, Mark, that felt so good.  This week was so long.  I'm so fucking
horny."

"I know, but I couldn't help it.  But we have all day to play," Mark said,
leading the boy to the couch where they sat down together and started
making out.  As their lips ground on each other, hands roamed and a lot of
groping took place.  It wasn't long before articles of clothing were
removed and soon Laurie was looking at two young, smooth, naked bodies,
each sporting a lovely hard cock above hairless balls.  One cock was man
sized, the other more boyish.  As they kissed, cocks were stroked and balls
fondled and then Todd began licking and kissing his way down Mark's torso,
stopping to lick the two hard nipples.

When he felt Mark's big cock head nudge his cheek, Todd turned his head and
began to lick and kiss the leaking cum slit.  Mark groaned and let his head
rest on the couch back.  Todd opened his lips and let the head slide along
his tongue to disappear into his warm wet mouth.  Laurie watched as Todd
sucked her son's big dick for almost fifteen minutes as Mark alternated
between stroking Todd's back and ass or fingering his tight asshole.
Finally Todd pulled his mouth off Mark's cock and said,

"I want to get fucked.  I know we have all day but I want to get fucked
right now.  Please, baby, fuck me with that big fat cock of yours."

"I'd love to, baby," Mark said softly.  "Get on your hands and knees."

Todd did so, taking position on the couch with his elbows resting on the
cushioned arms, his cute smooth ass up high.  Mark reached into the drawer
of the lamp table next to the couch where he had a tube of lube stashed.
As he stood by the couch he applied the gel to his steel hard cock, all the
while looking toward the kitchen door where Laurie lurked. He smiled and
winked.  He hen turned towards Todd and applied some of the lube to Todd's
asshole.  The boy wiggled his ass and cooed a bit.

Mark then knelt on the couch and began to rub his slick cock head on the
tight ring and began to push.  Todd was tighter than Laurie, which Mark had
known.  He could feel the boy relax a bit and then the tip of his dick
began to disappear.  With a little more nudging and moving about, the whole
head finally slid in.  Todd groaned but pressed back.  Mark took this as a
signal and took hold of Todd's hips and pulled him back as he pressed
forward.  A couple of inches of shaft disappeared from view.

"Oh, baby, yes.  Fuck my tight asshole.  Oh god, I love it."

Mark pulled back a little bit and then pushed further, sinking more of the
fat shaft up inside his lovers ass.  With some more back and forth Mark
eventually had his entire thick eight inches inside Todd's willing and
eager ass.  Todd had his head resting on the couch arm murmuring and
mumbling with the occasional 'yes' and 'oh, fuck' being heard.  Mark
shifted from penetration to fucking and began shifting his hips back and
forth.  Laurie was nearly beside herself with lust.  She had dressed for
the occasion so she couldn't really rub anything but she knew her panties
were already soaked.

She watched as Mark fucked his young lover with deep steady strokes.  She
could tell they were both really enjoying it.  Mark's eyes were closed and
his head was tilted back.  Todd had reached under himself and was now
stroking his hard smooth young cock and really moaning up a storm.  After a
while Todd raised himself up and turned his back and said something that
Laurie couldn't hear.  She saw Mark nod and he proceeded to pull his dick
out of his lover's ass. Todd turned around and laid on his back on the
couch with his legs spread wide and pulled back.  Mark walked forward on
his knees and brought his engorged cock back to Todd's ass and began to
push back in.  It was much easier this time and soon he was balls deep in
the boys' ass.

After a few pumps, Mark leaned forward and slowly let Todd wrap his arms
and legs around him and the fucking then began in earnest.  Laurie watched
enthralled as these two beautiful young boys shared each others bodies like
Shakespearean lovers.  Todd's hands found Mark's ass and he pulled on the
tight cheeks urging him deeper and faster.  Their lips met in a prolonged
grinding tongue kiss, both of them moaning loudly. Since the boys' hadn't
been been together in several days it was obvious this first session wasn't
going to last and through her lust haze, Laurie could see the telltales
that the boys were getting close to cumming.  Mark's hips would pause a bit
on the down stroke before pulling back. Todd was raking his fingers across
his lover's back and his hips were thrusting to meet Mark's strokes.  Todd
went over the edge first, his hips spasming and his grunts and cries
muffled by Mark's neck.  Laurie knew he was shooting a heavy load of cum
between their bellies.  Mark wasn't far behind as he gave a final thrust
deep into Todd's ass and with a shout began to shoot his own cum load.

"Oh, yes baby, give me your cum," Todd called out as he felt string after
string of thick white boy cum filling his hole.  Laurie knew this was her
cue to make her entrance so she straightened her dress and with a deep
breath pushed the door open and walked into the living room.

"Well, well, well, whats going on in my living room?" she purred.

Todd's head whipped to the side and his eye went wide as he saw Laurie
strutting towards them. 'Strut' was the only possible description.  She was
wearing a black wrap around dress that had a deep V neck that showed lots
of cleavage and a short hem that showed plenty of thigh.  She wore her
spike heeled pumps and they really put the 's' in strut.

"Oh, don't you worry, sweetheart.  I know all about you and Mark.  Your
secret is safe with me.  In fact, Mark and I have some secrets of our own,
don't we baby?" she said as she sat down on the edge of the couch by their
legs.

She started rubbing the back of Mark's thigh and his ass.

"That's right.  And Todd, we thought you'd like to share in those secrets
with us," Mark said.

"What do you mean?" the boy asked tentatively.

"This is a special family, dear," Laurie said, transferring her hand to
Todd's leg, stroking the bare skin lightly. "Mark and I are very close and
we share just about everything, don't we baby?"

"Yes, Mom."

"And since you and Mark have gotten so close we thought you might like to
share in that closeness."

"Really?" Todd asked, wide eyed.

"If you'd like," Laurie said with a smile as she reached out a hand to take
one of Todd's and giving it a squeeze. "It's obvious you like boys, what
about girls?"

"I guess so, I don't know.  I've never really had a chance to find out."

Laurie smiled brightly and took the boys hand and place it on her thigh and
helped Todd start stroking it.

"Every young man should have the chance to figure out what his preferences
are, isn't that so, Mark?"

"Absolutely, Mom."

"So, what are we going to do?" Todd asked, obviously intrigued.

"Well, first lets get you two untangled and then cleaned up.  I'm sure
there's more than a little cum to wash off.  Then we'll go somewhere more
comfortable, how's that sound?" Laurie said.

"Ok," the boys echoed.

Mark pulled back, his now semi-rigid cock popping out of Todd's ass.
Todd's dick was soft, coated with his own cum, which was also smeared on
both boys' stomachs.  Laurie let her hand run up Todd's leg and over his
hip and side.  She thought she saw his cock twitch a bit.

"MY, two such beautiful boys," she purred.

When Todd sat up he was more or less face to face with Laurie and she
smiled at the boy warmly.

"It's very nice to finally meet you,dear.  Mark has told me so much about
you," she said and then she lightly kissed him on the cheek.

Then she stood up and let Mark pull Todd off the couch.

"We'll meet you upstairs, Mom?" Mark asked.

"Yes, dear, my room."

Laurie watched as the two naked boys hurried from the room, their smooth,
firm ass cheeks flexing as they went.  As she strolled from the room she
said quietly to herself,

"So far, so good."

When she got to her room she took off the dress revealing the black
lingerie set she was wearing, a sheer bra and panty set with a garter belt
and stockings.  She settled onto the bed in a semi-reclining position,
resting on one side and waiting.  It wasn't long before the door creaked
open and Mark stuck his head in.

"Ready for us, Mom?"

"Oh, yes, baby.  I'm ready," she said in a husky voice.

The door swung all the way open and Mark walked in in all his naked glory,
his man cock semi-hard. Todd followed more shyly, his soft cock partially
obscured by his hands.

"No need to be shy, dear.  Come right on in," Laurie said from the bed.

Todd let his hands fall to his sides, exposing his lip cock.  The two boys
came to stand side by side a few feet from the foot of the bed. Laurie
smiled.

"My goodness, I just can't believe how beautiful you boys are," she said as
she sat up, crossing her legs.

She could see that Todd's eyes were very big and fixed on her body.  She
smiled and said,

"Why, Todd, dear, haven't you ever seen a woman's body before? At the pool
or the beach, maybe?"

Todd gulped.

"Not this close and you couldn't see....well, you know...and I wasn't
naked," he explained haltingly.

"Oh, you mean my nipples?" Laurie responded and let a finger caress one of
the hardening nubs that was pointing out against the sheer fabric.

Then she stood up and was right in front of the two boys. Mark's cock was
already starting to stiffen and Todd's was showing some life as well.

"First of all, Todd, dear.  This is all about us sharing and enjoying.
We'd never ask you to do something that you weren't comfortable with. So at
any time you can say 'stop'.  We just need you not to say anything to
anyone else, alright?"

"Oh, sure, Mrs. Simpson, I wouldn't want to get anyone into any trouble,"
the boy replied.

"Thank you, dear," she said and this time she leaned in and kissed him on
the lips, letting it linger just a bit.

"Now how about a hug?" she asked.

The boy hesitated for a fraction and then started to put his arms around
her. She brought her arms around his back and pulled him close.  One hand
was on his back and the other slid down to his tight little ass.

"Hmmm, that feels so good.  You too, Mark, baby."

She took one arm and pulled her son into a now three way hug.  She was
reveling in the feel of the two naked boys pressed up against her, their
bare cocks pressed against her hips.

"Kissing is also very important around here, dear," and to demonstrate,
Laurie turned her head to Mark and mother and son locked lips in a deep,
grinding, sexy kiss.

Mark was now fully hard with his fat cock grinding against his mother's
hip. When their lips parted, Laurie sighed.

"Hmm, that felt so nice.  Now, Todd, I know you like kissing Mark.  Do you
think you'd like kissing me?"

"I..I don't know.  I guess I'd have to try," he said.

"Ok, then," Laurie said softly and leaned in and presser her lips against
the boy's.

It took a moment but then he started to respond and she let her lips
part. He did likewise and soon they were kissing fervently and Laurie could
feel Mark squeezing them hard and adding kisses of his own to both her and
Todd's necks. Laurie could feel the boy leaning into the kiss more and his
cock began to move against her thigh.  After a while Laurie and the boy
pulled apart and Todd let out a breath.

"Wow, that was great" he said.

"I'm glad you liked it," Laurie said as she let her hands wander over their
bare backs and asses.

"Now, I guess we should find out what you think of a woman's body without
the covering.  Mark, baby, would you help me?"

"Um, do you have to take it off," Todd blurted out, turning a bit red.

"What do you mean, sweetheart?"

"It's just that I like women's underwear, I mean you wearing it," he
stammered.

"Well, if you'd like, I can certainly leave it on, baby.  Have you ever
felt women's underwear, on someone, I mean?" Laurie asked seductively.

He shook his head 'no'.

Laurie took the boy's hand and placed the open palm over her left breast.

"How does that feel, baby?"

"Nice and soft," Todd replied quietly.

"Mark, honey, show Todd how it's done."

"Sure, Mom," Mark said with a grin as the took both hands and began to
fondle and squeeze his mothers's big right tit.

After a moment, Todd did likewise.  Laurie began to coo and brought her
hands around and took hold of each boy's cock.  She could feel that both
boys were fully hard and it felt that Mark was starting to leak precum.

"Hmm, Todd, honey, I get the idea that you really like this," she said.

He just nodded without taking his eyes from the prize of her large tit
wrapped in sheer black fabric.  Next Mark leaned in and began to lick and
suck on the hard nipple through the sheer fabric.  Todd followed his
lover's lead.

"Oh, boys, that feels lovely."

After a few minutes she felt a hand on the outside of her panties, rubbing
her bare pussy lightly through the thin material.  She was pleasantly
surprised to find it was Todd's.  Mark rubbed her bare belly and then slid
his fingers down under the waistband to directly caress the now very wet
pussy lips.  She stroked and squeezed the two hard cocks and all three were
verbalizing their pleasure to one degree or another.  Finally she said,

"Hold on, boys.  I have to do something."

Todd and Mark stopped their work on her tits and pussy and leaned back.
Laurie settled to the floor, cocks still in hand and began to lick and kiss
the heads as she stroked.  The boys shifted sideways and stood hip to hip,
an arm around each others backs as Laurie lavished wet attention on their
rigid young cocks.  When she looked up she could see that they were sucking
back and forth on each others tongues.  As their guest, she choose Todd's
cock as the first to suck into her mouth.  She heard him gasp and felt his
hips push a little.  She sucked his cock and played with his balls as she
stroked Mark's bigger dick.  After a few minutes she switched and reveled
in the familiar feel of her son's fat drooling dick in her mouth.

This went on for a little while and it was everything she had dreamt it
would be.  Two hard young cocks to suck, stroke and in a few minutes, fuck.
She finally let Todd's cock out of her mouth for the last time and then
stood up.

"Okay, my darling boys.  Now we are going to find out how much Todd likes
fucking a hot wet pussy.  Are you ready for that, baby?"

"Um, I...I guess so."

"Don't you worry, sweetheart, we'll go slow," Laurie said with a smile, and
then kissed the boy again.

She turned and climbed up on the bed, laying on her back, her head propped
up on the pillows.  Her legs were spread and her arms reached out for Todd.
When he got close enough, she pulled him into a tight embrace, his weight
resting atop her.  She kissed him for a bit and then said,

"Since you like it so much, we'll leave my panties on but you'll have to
move them aside.  Mark, baby, feel free to lend a hand.  That's it, make
sure you can get at my pussy lips, dear."

She reached down and took hold of the boy's cock and rubbed the head up and
down her wet swollen lips and growled a bit.  The she placed it at the
entrance to her pussy and said,

"Now push in with your hips, dear."

Todd gave a tentative push and he felt the head slip a bit.

"More, honey, don't be shy."

He pushed more and the head and some shaft slid in.  Laurie cooed and Todd
gasped.  It felt amazing to him.  Mark lent a hand and gave a push on
Todd's ass.  The boy slid all the way in and groaned loudly.

"Oh, Todd, you feel so good inside me.  I love how your dick feels in my
pussy."

"Ah, Mrs. Simpson, this is so amazing, fuckkk," Todd muttered.

She took hold of his hips and gave a few pulls and pushes until nature took
over and he started to fuck in earnest.  Her hands slid up to his ass and
she pulled him tightly inside.

"Oh, Todd, you're a natural.  You are fucking me so nicely.  Hmmm, Mark,
baby, bring me your cock.  I want to suck it."

Mark shuffled on his knees until he was near his mother's head, which she
turned to bring her mouth to his cock, licking and kissing the tip.  Todd
was working at a good pace and he leaned down to rest his smooth chest
against Laurie's tits.  He began to lick the top of Mark's cock shaft as
Laurie took in the whole of the big head.  She couldn't believe her good
fortune feeling the hard cock in her pussy and the spongy cock head in her
mouth.  This lasted for several long moments and then she let the cock go
and said,

"Okay, my dears, time for a little change.  Stay inside me, Todd, baby, but
roll over onto your back and I'll follow."

Slowly and carefully, boy and woman rolled over so that she was now on top,
her knees pulled up along his sides, his cock still buried inside her
pussy.  She had her full tits pressed against his chest and she kissed him.

"Alright, Todd, take hold of my ass and pull the cheeks apart.  Let Mark
get at my asshole."

Todd did as he was instructed and quickly Laurie felt a hot wet tongue
licking and probing her tight ring.  She moaned and said,

"Yes, baby, get my asshole nice and wet.  Then I want your big fat cock in
my ass.  I want you both to fuck me together."

Mark got behind his mother's ass and knelt between Todd's out streched
legs.  He applied his spit slicked dick to his mother's wet ring and began
to push in.  he met a bit of resistance and then popped the head right in.
Laurie was the first to moan but as he pushed his fat shaft in, Todd began
to feel it press against his own cock and he moaned as well.

"C'mon, boys, fuck mommy good and hard."

With that both boys began to work their dicks in and out of Laurie's holes
and she thought it was the best thing she had ever felt.  She smothered
Todd's mouth with hers and their tongues began to wrestle as she was double
fucked with vigor.  Todd's hands were wandering from Laurie's ass to Mark's
hips and back again. The bedroom was full of the sounds of the creaking
bed, slick cocks sliding in and out of wet holes, bare skin slapping
against more bare skin and plenty of moaning.  By the time the boys were
nearing the edge of control Laurie had experienced two deep gut wrenching
orgasms.  Both times she pulled her mouth off of Todd's and screamed out
her pleasure.  The first time startled both boys, the second simply added
to their excitement.  Shortly after the second scream, Todd began to
mumble,

"I'm gonna cum," several times in succession and to make sure she didn't
miss anything, Laurie pressed her pussy down firmly on the boys cock.

With a shout the boy pushed upwards with his hips and began to cum.  Each
spurt was accompanied by a firm thrust, further stimulating Laurie's clit.
As a third orgasm began to build insider her, Mark said,

"Oh, fuck, take my load, Mom."

He began to spew his own load deep up his mother's throbbing ass.  His hips
were tight against her ass and his full eight inches were completely up
inside her. This pushed Laurie over the edge and she screamed out a third
time, slightly muffled with her face buried in Todd's neck.  Slowly, their
bodies relaxed with Laurie lying atop Todd and Mark settling onto his
mother's back, although his arms took up some of the load.  Laurie was the
first to speak.

"Oh, my lovely boys, that was amazing.  I've never felt so well fucked .
Did you enjoy it, Todd, dear?"

"Oh, yes, Mrs. Simpson. It felt so great having my cock inside you," the
boy said softly.  "And I like the way it felt with you on top, pressing
against me."

"I'm so happy to hear that, dear.  I hope you'll want to play like this
often."

Mark smiled down at his friend and lover and then slowly withdrew his
softening cock from his mother's ass.  He rolled sideways to lay on the
bed.  With a last kiss for Todd, Laurie did likewise and wound up on her
back between the two boys and then gathered them to her.

"Hmm, this is just lovely.  Let's rest for a bit and then we can go down
and get some lunch."

The boys murmured their agreement as they snuggled up against her barely
clothed body.  After a few minutes she felt a tentative touch along the
edge of her panties.  It was Todd and it was clear he was feeling the sheer
material that went up over her hip.

"Do you like the way that feels, honey?"

Todd's hand jerked back but he mumbled a 'yes'.

"It's okay, dear.  I like it when I'm touched like that.  Put your hand
back."

Todd did so, lightly running a finger over the thin strip of material.

"It feels nice, doesn't it?" she asked.

"Yes, it's so smooth and soft, like skin but not really," he said shyly.

"And I like the way your finger feels," Laurie said.  "You can move further
down if you'd like.  Mark likes the feel of my underwear, too, don't you,
baby?"

"Oh, yes.  I really do, Mom," Mark replied, already tracing circles around
one of her nipples through her sheer bra.

Todd's fingers moved slowly, shyly down until he was rubbing over the front
panel of her panties, which now covered her swollen pussy lips again.

"Hmm, that does feel nice, baby."

The boys teased Laurie like this for a few minutes when she said,

"Mark, honey, maybe it's time we let Todd in on another secret."

"Really? Okay!" he said and with a brief but hot kiss for his mom, he
rolled off the bed and hurried from the room.

"Where's he going?" Todd asked.

"We have something we would like to show you.  It will take a few minutes.
I thought we can find something to do while we wait," she said with a smile
as she pulled the boy towards her and they enjoyed a prolonged passionate
kiss, Todd practically atop her.

They didn't stop until they heard a cough from the foot of the bed.  Laurie
and Todd broke apart and looked at Mark standing off to one side of the end
of the bed.  Laurie smiled while Todd's eyes nearly popped out of his head.
Mark was wearing a skimpy pink panty and bra set, matching elastic top
stockings, his low heel pumps and artfully applied make up. He had been
letting his hair grow and he had it parted to one side and tucked behind
his ears.  The give away was the bulge his soft but still substantial cock
made.  He was smiling shyly.  In a word he was beautiful.

"So what do you think, Todd?  Is my Markie a beauty or what?" Laurie asked.

"Oh, wow," was all Todd could mutter.

"Go ahead.  Go take a closer look," Laurie prodded.

Slowly Todd slid off the bed and approached Mark, never taking his eyes off
his lover.  He stopped within arms length and his hand began to reach out
but stopped. Mark nodded, and said,

"Go ahead, you can touch."

Todd reached out and let his fingers trace the edge of a bra cup, then
slide over a slightly protruding nipple.  Then let his hand drop down to
the panty bulge, feeling the cock twitch in its smooth nylon casing.  Mark
had chosen a pair of panties that covered his tight ass so Todd used his
other hand to stroke the fabric covered cheeks.  Both boys were starting to
get hard and they leaned in to share a deep wet kiss.  Laurie got out of
bed and came to stand behind Todd, pressing her covered tits against his
back and her pussy against his ass.  As the boys kissed she whispered in
Todd's ear.

"Would you like to try on some of Mark's things, dear?" she purred.

Todd broke off the kiss and turned his head back toward Laurie.

"Oh, could I?" he asked excitedly.

"Of course, sweetheart.  I said this was all about sharing our fun. C'mon,
Mark baby, let's take Todd to your room and play dress-up."

"Okay, Mom" the boy replied breathlessly.

Each taking one of Todd's hands, mother and son, both lingerie clad, led
the naked boy out of the master bedroom and down the hall to Todd's room.
Laurie could feel both cum loads trying to leak out but she was doing what
she could to hold them in.  Once inside, Mark's room, Laurie sat on the end
of the bed while Mark went to his special drawer and looked at what he had
accumulated.  He looked back at Todd and then pulled out a pair of lace
panties with a three inch waist band and a matching bra, with stockings,
all in red.  He took the panties and knelt in front of his young lover and
held them so the boy could step into them.  Then he pulled them up,
adjusting Todd's semi hard cock.  Todd sighed as he felt the lace press
against his skin.  Then Mark helped him on with the bra and finally the
stockings that came last.  Laurie looked down at Todd's feet and said,

"His feet are smaller than yours, baby.  Maybe Rita left something in her
closet?"

"I'll check," Mark said and hurried from the room.

"How does that feel, baby?" Laurie asked.

"Incredible.  I feel so sexy," the boy replied softly.

"Oh, yes, you are that, dear, you are most definitely that."

Mark came back in with a pair of black strap sandals with a low heel.

"Hmm, I guess they'll do for now," Laurie said.

Mark helped Todd slip them on.  Laurie stood up and came to face Todd,
holding him by the chin.

"Such a pretty face.  I'll do the make up if you don't mind, Mark, dear."

"Sure, Mom."

Mark took a box from his closet that held his stash of make up and Laurie
went to work.  She took her time and in about twenty minutes she was
satisfied.

"Go ahead and look," she said.

Mark had put a full length mirror on the back of his closet door and Todd
stood there, goggling.  Looking back at him was a very pretty Eurasian girl
with shoulder length black hair, dark eyes artfully highlighted with shadow
and liner and a smile on the reddish pink lips.  Then another pretty girl,
this one blonde, joined him, looking over his shoulder.

"Wow," Todd said, "we're really hot."

"Yes, you are," Laurie replied with a brief laugh as she came up beside
them and they all shared a tight hug.

"Now, Todd," she said seriously, "this needs to be a secret.  Just the
three of us.  I've told Mark there is nothing wrong with any of this but
most people wouldn't agree.  You're welcome here anytime and we can do
dress up all we want but it stays here, okay?"

"For sure, Mrs. Simpson.  I wouldn't want to mess this up for us.  Maybe I
can get some things of my own and keep them here," Todd said.

"Of course you can.  Now, Let me go back to my room for a few minutes and
then we'll go down and have lunch," she replied.

Laurie left and went to her bathroom to clean up.  When she came back she
found the boys standing in front of the mirror kissing passionately, their
hips moving against each other.

"Okay, you two.  We have all afternoon for that.  Time for lunch."

"Yes, ma'am," they chorused as they pulled apart.  With a laugh Laurie took
each by the hand and led them down the stair, three panty clad asses
flexing at they strutted toward the kitchen.