Date: Fri, 12 Aug 2005 13:24:59 +0000
From: Fred Frackett <frackett@hotmail.com>
Subject: PantyII part 3

        This is a story about crossdressing family sex involving
all members of several families.  If anything is offensive, don't
read it and close this story.  It is purely fictional and there is
no relation to any real-life persons or families.
        If you like the story/stories, email me at
frackett@hotmail.com and I will try to answer every email.  You've
been warned; enjoy or close now!
Fred

        "Hi!" Janie smiled, greeted at the door by Suzie, her best
friend.
        "Hi! C'mon in.." Suzie giggled, dragging her in by the
hand.
        "Mom around?" Janie asked in a whisper.
        "Nope, no one's here.. they all went shopping.. we've got
the house to ourselves for hours!" Suzie grinned broadly.
        "Ouuu cool..." Janie smiled, then pulled Suzie to her, the
two suddenly becoming sensual.  They gazed at each other, then
slowly their lips touched, tilting their heads, their tongues
snaking out as they kissed passionately, their hands exploring
each other's charms.
        "Oh honey.. c'mon upstairs... I've got a whole lot of
lovin' to do to you.." Suzie moaned, taking her by the hand.
        "Yes, lover.. as I have to do to you, too.." Janie moaned,
both scampering up the stairs, stopping at the first landing and
kissing, undo'ing each others' tops.
        "Your tits are sooo sexy in your bra!" Janie moaned,
bending to them and sucking on them thru the filmy material.
Suzie's nipples popped right out, all swollen and puffy!
        "Ooohh baby.." Janie moaned, the two of them skipping up
the stairs to strip naked to lick and fuck each other silly!

        Marla pulled up to the office and saw that the others were
already there.  Good!
        "Hi Terry, Jake, and Norm!" Marla smiled.  They were in
the lounge.
        "Hi Marla!" they chorused, turning the music on.  It was a
slutty blues that was really raw.
        "Mmmm, oh honeys..." Marla groaned.  "You horny bisexual
men.. you know how much I get turned on to slutty shit.." she
moaned, writhing, sliding her dress up to expose her stockings and
garterbelt.  She started dancing and writhing, slowly stripping
her dress off, prancing around in her lingerie, her hands
squeezing her tits and fingers rubbing her pussy in her sexy
thong.  She watched as the three leaned back on the couch, their
hands starting to feel each other, unbuttoning their shirts,
clawing at each others' pants.
        "Mmmmm... show me your things, boy-girls.." Marla moaned,
slowly slipping her bra off, teasing them with her cleavage.  She
undulated in each of their faces as they pulled off each others'
clothes to reveal their stockings, garterbelts and bras,
and their hard, stiff cocks in their skimpy panties!  Marla
slipped off her panties and pressed them to each of their faces,
letting them smell her hot cunt.  Then she pushed her cunt into
Terry's face, writhing as he snaked his tongue up her dripping
snatch.
        "Marla.. wait, don't you remember?" Jake pleaded.  "You're
going to do our makeup.. remember?" he said, holding up a big
makeup bag.
        "Oh yes, sorry.. just getting carried away a bit!" she
laughed, then sank to her knees in front of them, rubbing all
their cocks in their panties.
        "Now, tonight we're going to learn makeup.." she offered.
"Get your kits.. I do have extra if you need it.." she smiled.
        Marla had fucked each of them separately over th last
couple months, but in each case found they were drawn to her
lingerie more than her pussy.  With further probing she discovered
they were all bi and wanted to dress up and act like women, yet
wanted to play together, even tho none of them knew of the secret
desires of the others.  Marla acted as a catalyst and brought them
together the previous week at their 'meeting'.. getting them all
naked, then dressing them up, then guided their cocks to each
others' mouths and assholes.  In the process she got to behave
like a slutty teacher, and got ample share of their cocks in all
her holes also, the three amicably fucking her for bringing them
together. She was turned on watching them fuck and suck each
other, bringing her to crashing orgasms.  They all agreed they all
needed help in the makeup department tho, so that was the focus of
this week's meeting... if she could get their faces off each
others' cocks for a few minutes!
        "Now sluts.. behave.. stop sucking each other long enough
to get your makeup on!" Marla chided, although it made her pussy
flood to watch their mouths descend on each others' pantied cocks!
        "First, the base.. apply it like this.." and she led them
through the steps of properly applying their makeup until they
looked like $500 per hours hot sluts!  Not trashy by any means -
that's what their feeble attempts previously produced.  Now they
were made up in elegance!  "Ok.. now let's fuck!" she moaned,
standing it no more.  If she didn't get a cock or tongue in her
pussy she'd flood the lounge!  Next week.. ballet class.. with
wigs!

        "Oh fuck, baby.. eat me honey.." Janie moaned, her legs
spread to the max, feeling Suzie's lips softly suck on her
clitoris, then her tongue trace her labia and slowly plunge inside
her hot, wet cunt.  "Ouuu you're driving me wild!" she moaned,
further pushed to orgasm by Suzie's fingers tweaking her sensitive
nipples with one hand and prodding her clenching asshole with the
fingers of her other hand.  Just as Janie started to orgasm, Suzie
pushed a huge vibrator in her cunt and Janie responded by humping
almost uncontrollably to her ministrations!
        As the room filled with Janie's and Suzie's screams of
orgasms, they never heard Suzie's mom enter.  She had to come back
for coupons she'd forgotten, and heard the commotion upstairs.
She stared, wide-eyed, as her daughter and daughter's friend
orgasmed in screaming ecstasy!
        'Ohhh fuck.. just like Patty and I used to do.." she
moaned, her fingers already pushing her dress up to play with her
pussy.  An orgasm suddenly overtook her, surprising her in it's
intensity and she couldn't help but groan aloud as it swept
through her, a groan a little too loud.
        Janie and Suzie froze, then both looked in the doorway to
see Suzie's mom standing there, flushed and sweating, her dress
pushed up and her panties aside as her two middle fingers sawed
in and out of her dripping cunt.
        "Uh.. girls.. came home for coupons.. didn't mean to
interrupt.. oh fuck.. " she stuttered, then rammed her fist in her
cunt and orgasmed several times right in front of them.
        "Oh mom! You're horny like us!" Suzie exclaimed, jumping
off the bed.  "Here, lay down.."
        "Can't, kids in the car... ohhh myyy.." she moaned feeling
Suzie's fingers replace her own.  She staggered to the bed and
laid down anyways.  Janie didn't hesitate and slid between her
legs and licked at her pussy.  She arched and bucked on Janie's
tongue, shaking in more orgasms until she collapsed, drained and
panting.
        "Oh girls.. got to go.. but don't stop.. we'll play some
more!" she vowed, jumping up and smoothing her dress.  "How am I
supposed to concentrate on shopping now?" she wailed, the three of
them breaking up in a fit of laughter, then she slid out of the
room and pranced downstairs, her mind a jumble of pictures of
Janie and Suzie's pussies, their hot lovemaking, her own orgasms,
Janie's face buried in her pussy, and so on.
        "Mom, you ok?" Jeremy, Suzie's younger brother, asked.  He
noticed her deep flush and her shaking hands.  Peter, Jeremy's
twin, jerked his hand away from Jeremy's cock, quickly zipping him
up, the two of them playing with each other while their Mom was in
the house.
        "Yes, just fine.. just fine.." she gasped, catching her
breath.  Jeremy climbed into the front seat and hugged her.  He
couldn't help notice how hard her nipples were and how they stuck
out so far.  His arm brushed them repeatedly.
        "Oh my.." she groaned, the sensation on her nipples making
her orgasm one more time!  She clenched her thighs and looked
down, trying to hide the effects.  She glanced at Jeremy..she
couldn't help but notice the big wetspot on his pants, and the
definite outline of his thick cock!  She shifted her eyes to the
rear-view mirror.  There in the back seat was Peter with the same
wetspot on the front of his pants too!  They'd been playing with
each other while she was in the house!
        'What a fucking horny family!' she sighed to herself,
starting the car.  She pushed her tits together, feeling them rub
on each other in her bra, exciting her more.  She also saw Jeremy
staring at them out of the corner of her eye and his arm between
his legs, slowly rubbing up and down his crotch.  She couldn't
help it, she had to ... when they got to the mall, she parked way
in back where it was secluded so no one could see. She got out and
then bent back into the car, facing both boys after she'd secretly
unbuttoned another one of her buttons on her blouse.  She knew
they could get a good look down her blouse at her swaying tits,
barely covered by her bra, and she pushed them together with her
arms to create as much cleavage as possible.
        "I'm just going to run into this store to look at dresses.
I know it won't interest you so stay out here and relax, I'll be
out in a minute, ok?", smiling a big smile at them.
        "Um, ok.." they grinned at each other.  They could finish
what they'd started!  They watched her strut off, her ass wiggling
seductively back at them, then Jeremy jumped back into the back
seat.  "Now.. hurry up, give me your cock and here's mine!" he
exclaimed, yanking down his own zipper and pulling his throbbing
member out.  The slid into a 69 and quickly sucked each others'
cocks into filling their mouths with hot semen.  They zipped up and
ran to the store to catch up with her.
        "Just stay around here.." she admonished. They were more
than glad to, wandering into the ladies' lingerie department,
ogling the bras, panties, stockings, garterbelts, etc. of all
sizes, descriptions and colors. The week before they'd snuck into
Suzie's room and dressed up in her finery, getting each other to
cum several times.  Then they checked their mother's dresser
drawers out, but didn't find anywhere near the sexy lingerie Suzie
wore.
        They wandered back as their mother picked out a dress.
"Geez mom, that dress is sexy! You should get other sexy stuff to
go with it.. you deserve to feel pretty.." Jeremy complimented
her.
        "You know, that's right.. I do, don't I?" she smiled.  She
followed them back into the lingerie department and picked out
bras and panties, both boys telling her,, "...no, not hot
enough.." or "...yeah, that'd look great, mom!" as she picked out
some slutty undies!  Her ears picked up when she had her back to
them and overheard Peter whisper to Jeremy, "Oh fuck yeah, that
will look good on you or me..".  So they have a panty and bra
fetish too! Oh wow!  She purposely picked out two sets of bras,
stockings, garterbelts and panties then!  They were all grown up
now and had all grown up desires too!
        When they got back to the car, Kathy couldn't help put her
purse on the seat, bending over and rummaging through it as if to
relocate all the receipts, knowing both could look down her dress
again.  It turned her on watching their cocks grow in their pants,
knowing her tits were causing it; and also imagining their cocks
in the panties she just bought!  Ohhh wow.. and maybe with Suzie
and her friend Janie too.. what a thought!  She didn't dare say
anything to Mark, her husband.. he was such a stick-in-the-mud,
never paying attention to her..

        "Ohh fuck Jerry.. fuck meeee!" Mark groaned, bent over his
desk, Jerry's thick cock plowing his asshole, his panties pulled
aside, their stockings and garterbelts sashaying together.  Jerry
stopped in to check on his client's insurance and Mark caught a
glimpse of Jerry's garterbelt.  It didn't take much conversation
for Mark to be on his knees sucking his cock, then laid over his
desk while Jerry fucked him silly!  As he felt Jerry's cum flow
inside him, Mark wondered what his frigid bitch wife was doing..
not that he cared that much. Kathy was distant and aloof most the
time, barely giving him the time of day, to say nothing of regular
sex!   He'd love to have her fuck his ass with a strapon, but
couldn't even get her to admit to him that she masturbated, to say
nothing of kinky sex!
        "Flip over darling.." Jerry minced, then stroked his cock
in his panties softly, lowering his mouth to him, pulling aside
the panties and slowly mouthins his cock.  Mark shuddered, gripped
the desk and shot his cum all over Jerry's face and in his mouth,
then kissed him to clean him up!  Jerry was meeting Dan and Tee
tomorrow for a hot fuck session; he'd tell him about his
appointment with Mark and maybe they could get together!