Date: Fri, 07 Oct 2005 12:39:21 -0500
From: James James <tbc39@hotmail.com>
Subject: Fun in Panties

I was about 13 years old. I was over at a friends house on a Friday evening
watching TV. It was getting late when his mother asked if I would like to
spend the evening with Bob, her son. Sure.

It was probably midnight when we went to bed. I didn't know it when I was
invited to stay but Bob had a queen size bed in his room so we were sleeping
together. Some time durning the night I felt Bob laying right next to my
back. That woke me up.

What's up". I said.

"Dreaming about girls and I guess that woke me up" he said. "Got a boner and
can't seem to get back to sleep."

I reached around and slid my hand down my back. "What the hell are you
wearing. It feels like silk?" I asked.

"Well my PJ's were dirty and besides you are in your underware so I looked
in the dirty close hamper and couldn't find my stuff so I got a pair of my
sisters panties.They feel nice don't they?"

I reached further down and felt his boner pushing against the panties. "They
do have a nice feel to them" I said. I rubbed his stiff dick a little more
before removing my hand. I turned to face him. We were both on our sides.
"So what exactly did you dream about to get a boner?" I asked.

"I don't know but it is really hard isn't it" he said. "I really like the
feel of her panties against my prick" he added.

"Can I feel it again?" I asked.

"Sure. I liked you doing that."

My hands again moved down to the panties. I put one on his balls the other
rubbing his dick. "Yes that does feel good" I said.

"Which, my panties or my private parts?" he asked.

"Both" I mumbled. "Why don't you turn on a light so I can see what they look
like."

"What the panties or my dick?" he asked again.

"Both" I said again.

He got up and turned the light on and slowly walked back to the bed, I guess
so that I could get a look at both. His dick seemed to be about the size of
mine and his panties were white. He was rubbing his crotch. "I really need
to cum" he said.

"Go ahead. I'll watch." I replied.

"That's little weird don't you think?" he said.

"Oh yea and it isn't weird that you have on your sisters panties!" I
laughed. "Have you ever put them on in the past?"

"Well a couple of times when I have been really bored and just wanted to try
something new. What I think about alot when I'm jacking off is what it feels
like for someone else to be doing it to me instead of always my right hand."

"Yeah I know what you mean. We need a girl friend" I said.

"Fat chance of that." he said as he got back into bed. He put his hand
inside the panties and I could barely see what he was doing. So I reached
down and hooked my thumbs in the top of his panties and pulled them down so
I really could watch.

"Hay what are you doing?' he complained.

"I said I wanted to watch. I can't see how you do it with the panties
covering your dick."

His stiffened cock sprang free. He was slowly stroking it with one hand and
rubbing his nipples with the other. I had never thought of the nipples. I'll
have to try that some time I thought.

"Do you have a hard on?" he asked as he continued to stroke his cock.

"Half hard" I said. "I have never watched a guy jack off before and it seems
a little strange."

"Why don't you take off your pants" he suggested.

I lifted my ass and pulled them off.

"Nice cock" he said. "Too bad it is not hard"

"Just pay attention to yours and stop worrying about mine" I said.

Bob once again began playing with his dick. He did about the same as I did.
Mostly up and down with some stops at his balls.

I let my hands travel up to my nipples like Bob did every now and then. to
my surprise they became instantly hard as well as my cock. Felt really good.
When Bob took his hands off his nipples I reached over to replace them and
began to play with his nipples. He moaned. I rolled on to my side and
scooted next to him and pushed my now hard cock into his leg. I began
humping his leg as I was now really into the show. Bob was beginning to fuck
his hand much faster. I reached over and cupped his balls encassed in his
panties. Panty covered balls felt very soft. That proved to be too much for
Bob and was shooting cum all over his chest and my arm. Nice warm sticky
cum. He got and went to the dirty cloths hamper and came back with a towel
to clean himself off.

"Thanks for playing with my nipples and balls. That felt really good. Aren't
you going to jack off? What happened to your hard on?"

"I still think this is kind of weird" I said. "I guess that's what happened
to my hard on."

"Don't you want to cum" he asked.

"Yeah but maybe I should just go home and take care of it in the privacy of
my won room." I replied.

"No way!! I want to watch you jack off" he protested. "Here put these
panties on maybe that will help. It gets me hard every time." he said as he
handed me the sticky silk panties.

I pulled them on and had to admit that they felt good. My dick admitted it
as well as it raised to half mast.

Bob said "It is my turn to feel them" as he reached over and rubbed my half
hard cock. Half hard quickly became totally hard. His rubbing became more
like facking as he gripped my cock instead of rubbing it. "Do you like
that?" he asked. All I could manage was a nod. Then he touched my nipples.
That really felt strangely good. My dick twitched a little. "Like that too I
see" he said.

He then pulled the panties down a ways like I did to him. "Can't see your
cock with those panties covering it" he smiled. He took a good grip on my
cock and began jacking me off in ernest. I wanted to say no this is too gay
but instead I just began to meet his strokes with my thrusts. "Tell me when
you are going to cum" he said. "Soon" I answered with a thrust. He watched
me closely as he jacked me off.

"Now. I am going to cum now" I moaned.

Immediately after he saw my first squirt he lowered his head and mouth to my
dick and face fucked me. I have never felt such a wonderful feeling and I
came in his mouth. He let most of it run out of his lips. "That was
unbeliveable he said. I really liked doing that." "Me to" I moaned. We fell
asleep.

The next morning, saturday, we woke up and I still had the panties on.
"Cute" Bob said. "A little crusty but cute." We both laughed and I took them
off.

"Why don't you stay a while. My parents are still gone and my sister is the
only one home besides us.
So I decided to stay. Bob told me he really enjoyed our little jack off
secission last night and he would like to do it again today. "I don't know.
I still think it is too weird"

"It is better then doing it alone and I haven't found any girls willing to
jack me off have you?"

"You know the answer to that" I said.

"Come on let's fool around. No one will ever know and it really feels good."

"OK. Exactly what do you have in mind?' I asked.

"We can both start with panties on and kind of feel each other up and play
it by ear. You don't have to do anything you don't want to." he said.

"OK."

He went  into his sister's room and came out with two clean pairs of panties
and some other stuff like half slip and a night gown.

Bob handed me a pair of pink panties that were fairly sheer. As I pulled
them on I got a  hard on. That surprised me. I looked in the mirror and
liked what I saw. Bob was putting on a black lacey pair and the half slip.
He came over and put both hands  on my dick. "I see the panties made you
hard."

"Yes I guess they did. They sure feel nice. Too bad I can't see your sister
in them."

He then put both hands on my ass and pulled me to him. I could feel his
errection. We pushed our dicks together for a while and then he really
surprised me. He gave me a lip to lip kiss. I recoiled at first and then
gave in to the nice feeling. His tounge parted my lips and we explored each
other's mouth. Finally we parted. His hands went to my nipples  to soon be
replaced by his warm wet lips. He pushed me back on to the bed and slid his
hands into my panties as he sucked my nipples. I was playing with his
pantied covered ass. It was nice and firm. I put my hands inside his panties
and played with the crack in his ass. He seemed to like that. He was gently
playing with my balls and loosley stroking my cock. It all felt wonderful.
When I closed my eyes I would not have known if it was a girl or boy playing
with me. I worked his panties off him so now he was just in a half slip.
Gave me more freedom to explore another guys body. All of a sudden Bob
stoped and said "Lets get in the 69 position and see if it works" With that
he swung around and his dick was in my face as mine was in his. He removed
my panties and instantly started to suck my cock. Wow that felt good. Was
warm and wet. I began to fuck his face. Finally he said "Hay did you forget
about my dick?" I was pretty excited by now and had no problem sucking on
his dick. I could taste the pre cum. Not bad I thought.

Then I let his dick out of my mouth and took both of his balls in and
explored them with my tounge. They felt nice and soft unlike his very errect
cock. I was getting the feeling that if I didn't stop now I was going to cum
and told him so. He said "Great I can't wait to swallow it all." I dropped
his balls and concentrated on my impending orgasm. It started in my toes and
I could feel the pleasure comming up my legs and into my dick. Then I
exploded with several strong gushes of cum. I didn't  tell him that I was
comming because I couldn't do anything but feel the emance pleasure as I
filled his mouth. Unbelieveable! Bob was right, it is alot better if someone
else helps you obtain an orgasm as compared to doing it yourself! I told him
how I now felt about having help cumming and he was very pleased.

After a short pause for me to calm down it was Bob's turn to have some fun.
I started by sucking on his nipples and light biting while I rubbed his cock
through the half slip. He was already pretty worked up after having given
his first blow job and knowing he was about to receive his first blow job.
We were both rather worked up over the events of this morning.

I moved my mouth to his very excited cock. I slowly inserted it in to my
mouth. I explored every inch with my toung before I began the sucking that I
knew he desperately wanted. I was also anxious for him to cum so that I to
culd experience the gift of giving my first blow job. It didn't take long
for the erruption to happen. He had soo much cum at such a strong explosion
that I could only take a small amount of the total fluid in my mouth the
rest of it was on my chin and his stomach. It seemed like it took him a long
time to stop the plusing of his cock and the squirting of his cum. Finally
he said enough.

We both laid back to catch our breath. We both said we couldn't wait to do
it again. We made plans for next weekend.

The following Sat. I stayed over night again at Bob's house. Parents and
sister were out for the evening.

Bob was ready for me with a pair of his sisters panties for each of us and a
Hustler magazine. We quickly removed our cloths and put the panties on and
began looking at the Hustler. We were sitting side by side on the bed in his
room. After looking at a couple of spreads of pussy we were both very hard
and ready to play. I had been rubbing my cock through the black silk lacey
panties from the minute I put them on and Bob had been keeping a close eye
on my actions. My precum was a very visiable wet spot in the beautiful black
panties. We talked about the pussies in the book. Neither of us had ever
come closes to seeing a real pussy. We wondered what it felt like, what it
tasted like, what it really looked like up clsoe. Bob told me about seeing
his sister in her panties and bra and I really got excited about that. I
told Bob that I would really like him to jack me off. That I was very ready
to cum with the panties, the dirty book and the talk about his sister I
needed to shoot my cum into his hand or my panties or his mouth.

He put his hands inside of the panties and began to jack me off. Then he
said I should lay down on the bed, as we were sitting up. I did and he
continued to play with my dick. Before long I felt his other hand trying to
get under my ass. I raised up slightly so he could. He began to rub my ass
as he jacked me off. I was really getting worked up  and enjoying the
feeling of my best friends hands all over my crotch. His finger was pushing
at the opening of my ass. I think he was trying to get a finger in like we
saw in the Hustler. I felt good but hurt at the same time. He couldn't get
it in but ift felt great anyway. I began to cum. When I was done the panties
and his hand was full of cum. He wiped some of my cum on my ass hole and
tried to enter my ass again. This time his finger went in a little way. He
asked me if that felt good and I said yes.

I reached to his pink panties and began to play with his cock which was
straining to get out of the panties. With my other hand I tickled my way to
his already hard nipples. He sighed. His cock was thrusting into my hand.
His breathing had become short. I could tell he was nearing orgasm. He let
out a hollar as his cum tried to squirt through hsi panties. He was moaning
and thrusting when the door to the bedroom was thrown open.We both stopped
as his sister started screaming. We were caught.

What would she say and do?

Next time.