I hadn't seen Frankie since late July, and as the hot sticky August plodded
on, memories of Frankie filled my mind on so many lazy afternoons.
We had brought each other through some very important changes, he through
puberty and his first manifestation of male adulthood, and I in my
discovery of the female inside of me. Now all I had were my hand and my
memories as I closed my eyes and thought about the times we had weeks ago
before he went off to summer camp. About all those times in his bedroom,
how he slowly drew me out of my shyness to experiment with him. Even though
I was the older one by two years, he had been uninhibited enough to push us
where we both wanted to go. And intuitive enough to know the both of us
really knew I had a secret feeling inside that needed to come out. And when
he first had me wear his cousin Karen's things, it was like coming home.
Touching myself I'd grow into an aching stiffness seeing in my mind's eye
his short but wide member and sleek skin of his small elastic sack
stretched tautly under it. I recalled the first time our genitals met and
we rubbed together. It was heaven. And how he coaxed me into wearing
Karen's things and the next time how he made me up with lipstick and
rouge. How I longed once more for him to lie on me feeling him strain to
ejaculate, together with the sheer caress of his cousin's nylons and the
gentle touch of her silk panty and slip. The thrill as I spread my legs and
felt the debut of his malehood oozing down between them. I stroked and
spurted as the memories filled my loins. Memories were all I had till
Cleaning myself off I went to my bedroom window and looked across the
street at Frankie's house. Karen had just come home on her bike, wearing
shorts and a white halter-top. I was always had a bit of a crush on the
pretty, lanky sixteen year old. A sliver of Karen's lace-trimmed rose
colored panties showed above her shorts and I remembered they had been the
first pair of girls' panties I had ever worn, and happened to be the ones I
was the most fond of. My heart sunk. Karen would be leaving to go back to
her parents about the time frankie came home, and that made me wonder what
Frankie and I would do for my attire next month. We wouldn't be able to
raid the hamper or go to her drawers. I watched as Karen locked up her
bike and skipped up the steps to the front door, shaking her brown locks
from her face. I wondered what she'd do if she knew that Frankie and I had
'borrowed' her things for me to wear, and what Frankie and I did when I
wore them. Knowing how bitchy Karen could be at times, I figured she'd
probably throw a fit.
I saw Stephanie, an older neighborhood teen girl, walk up the street with
her baby brother. She wore shorts, too, and an ankle bracelet which I've
always thought so sexy. Something I'd love to have. I thought that way a
lot lately, missing the feel of being dressed like a girl and being with
Frankie. After Karen disappeared into the house, the door opened again and
Frankie's mother came out. She looked up my window and saw me. She waved me
to come over. "Frankie's on the phone. You want to talk to him?" Not
bothering to reply, I scurried downstairs and out the door.
Entering the front door I heard Frankie's cousin Karen screeching about not
being allowed to stay out past a certain time. She was yelling at Frankie's
father, complaining to him that he was in no way her father, and that she
should be allowed to do and go where she wanted. Frankie's dad firmly
stated that he was her uncle and just as much responsibility. I slowed my
pace, not sure if I wanted to enter the kitchen where this was going on.
"I don't care!" Karen shrieked. "I don't care!"
"Don't you yell at your uncle," Frankie's mother warned Karen.
The clamoring seemed to stop as I entered the kitchen. Karen sat idly at
the table chewing gum, her beautiful blue eyes bent in anger. She looked up
at me, and I suddenly felt uncomfortable wondering if she ever suspected
I'd worn her clothes, but then I realized she had other things on her mind.
Besides her eyes, Karen had lovely long brown hair and a pretty smile,
although she didn't smile often. And she had a tomboyish edge to her
femininity that lately excited me more and more. Frankie's mother referred
to Karen as the Warrior, with a deep rebellious nature and always in search
of a feud. It somehow made wearing her garments more stimulating. I always
wondered if she'd like someone like me, a full year younger and so thin.
"Hi, Karen," I said smiling.
Karen just mouthed the word hi as she stood and stormed out of the kitchen.
I had walked in at a bad time.
Frankie's mother handed me the phone.
"I'm coming home," Frankie said over the phone. His voice was a little
huskier than when he'd left. It cracked a bit.
"When?" I asked.
My heart jumped. "How come?"
"I'm bored here. And dad said coming back early would save him money
"What's Karen yellin' about this time?" Frankie asked.
"Don't know ," I said.
Frankie looked tanned as ever the next day when his father drove him
home. I watched him get out of the car in shorts and sneakers, no
top. Although he was a little chubby, he'd looked like he lost some weight
and even seemed an inch or so taller. Boy did he look good.
That night it turned out Frankie's mother and father were going out, so as
soon as I knew they ha left, I went over. We went up the stairs and passed
Karen coming the other way. She was wearing a skirt and blouse and looked
like she was going out. That was good, because Frankie and I would be
"What are you doing, Karen?" Frankie asked her.
"You mean tonight?" she called up from the bottom of the stairs. "Gonna'
hang at the mall. Why are you suddenly interested in what I do?"
"Just asking," Frankie said.
"You guys just behave, ok?"
Our hearts beating, Frankie and I sat on the edge of his bed wait listening
to Karen's footsteps downstairs. And finally came the magic sound of the
front door closing, and silence.
Frankie felt inside my thigh and my boner hurt straining against the harsh
confinement of my jeans. I couldn't wait to replace them with something
more soft and silky.
Frankie stared at me, mouth open. "I missed you."
I smiled and blushed. "Me too."
"C'mon," he said, and pulled me by the hand out into the hall to where the
hamper was. It was empty. Frankie's mom brought everything down to wash. We
knew that meant going to Karen's bedroom, and we both hurried in. The room
was fresh with her scent. It made me shiver a little. And my cock felt like
my heart was beating hard inside it.
First the stocking drawer. Frankie seemed set on pantyhose for me this
night - taupe colored. Yes, I said, but it had to be nude. Under those
would be black bikini panties and matching bra. With those things over my
arm, we went to the closet. A pretty yellow summer dress with floral
pattern was waiting for me. All four hands fiddled nervously as we took it
off the hanger. And as I held it out and marveled at the cute narrow
straps, Karen's voice exploded from behind and struck through me like a
bolt of lightning.
"You could've asked, you know!"
We turned around and I let the dress slip from my fingers. Karen stood
leaning against the doorway, her arms folded, wearing an angry smile.
"We were just lookin'," Frankie shrieked, his voice cracking.
Quietly, we put the dress back on the hanger and tucked the lingerie back
in their places in the drawers. Embarrassed, we moped to the door where
Karen still stood. Karen didn't move.
"What were you going to do with my things?"
We both shook our heads.
"Come on...you're not leaving until you tell me."
"Just going to look at them," Frankie said.
I said nothing, feeling embarrassed that Frankie would come up with such a
"Just let us go," I said. "We're sorry."
"Yeah, honest," said Frankie.
Karen closed her eyes and smiled and shook her head in disbelief. "I was
wondering where some of my things were going a few weeks ago." Then she
pointed to the closet and the dresser next to it. "Go take out everything
you put back. Right now."
"But - " Frankie began.
"Go! Or I'll tell your mom and dad."
While I stood there scared, Frankie went to the closet, retrieved the
dress, then went to the dresser drawer and removed the lingerie. When he
was done, Karen closed the bedroom door behind her, locked it, and put the
key in the pocket of her skirt. She sat down on the chair in front of her
dressing table and folded her legs, draped her arms over her thighs, and
said, "Now you better show me exactly what you guys were going to do with
"What?" I said.
Her eyes widened sternly. "I said now," she said softly but firmly. "Or
I froze. Frankie turned to me. I looked at him, not knowing what to do.
"No," I said to Karen.
But Frankie whispered, "We gotta. She means it."
Karen propped her arm up on her knee and rested her head on her hand. She
smiled roguishly. "You bet I do," she said. "Now I believe it starts with
the two of you taking off your clothes, doesn't it?"
Nervously we both pulled off our t-shirts and unbuckled our belts. I held
my breath as I struggled out of my jeans and underwear, my cheeks burning
with embarrassment. I couldn't look at Karen, but I heard her clap her
hands together and giggle, which made it worse. When we finished
undressing, we stood there, partially covering our genitals with our hands.
"Now who puts the bra on who?" Karen asked.
Frankie had me hold out my arms while he put the straps on them and
fastened the bra. Then I sat on Karen's large bed and slid on the panties
and rolled up a leg of the pantyhose preparing to put them on.
"This is so cool," Karen sang. "You do this a lot?"
But when I started from the toe, I got so nervous and they just weren't
going on right, further aggravating my feelings of shame. I heard Karen
giggle again as I struggled with the hose.
Then Karen got up and sat next to me on the bed. "Here," she said with a
mocking a girlish titter. "Let me help you." She propped my leg up on her
knee and rolled one leg of the hose up almost to the thigh, then did the
same with the other. Then pulled the pantyhose up to hug my waist. And
although I was still feeling humiliated, I felt my cock stiffen under the
nylon. Karen brushing her fingers over it. "Ooooo...," she moaned softly
and sensually. But then her tone changed as she stood up. "Now the dress,"
I put the dress on over my head and stood still, looking at the floor. I
finally shrugged and said, "There, that's it."
"Hmm," she said. "And what does Frankie do all this time?"
"Nothin'," Frankie chimed in.
"You don't wear anything?"
Frankie shook his head. "No."
There was an eternal pause. "I swear if you don't show me, I will tell..."
Frankie said, "We touch each other like this ..." Frankie briefly rubbed me
through the nylon.
"I lay on him and we rub and sometimes he sucks mine," Frankie finally
My face was on fire.
Karen's voice was more serious now. "Show me."
"I don't want to."
"Then you shouldn't've taken my clothes. Now show me."
I leaned over and sucked Frankie for a while. Then I reclined on the bed
and Frankie lay beside me. He stroked me through the pantyhose and kissed
my cheek. I felt his hard little cock brushing against my thigh. I lay very
still, my eyes shut.
Karen walked to the bed and sat down on it, watching. Then suddenly I felt
her scented fingers touch my cheek. They felt so soothing. My heart began
to race again, this time in more of a good way.
Karen smelled like shampoo and bubble gum. Her long tresses spilled over my
face. Her lips touched mine.
The kiss was slow and long and moist, and her lips barely moved at first.
Then they parted and her tongue slid inside my mouth and wrapped itself
around mine. My heart beat so strongly I thought I'd explode.
I felt Frankie's touch get more shaky as he saw what was happening. Soon
her fingers joined with his as she fondled me more gently and slowly, the
rhythm of her fingers in cadence with the motion of her warm tongue.
I thought the kiss would last forever, but it stopped. And Karen whispered
something to Frankie who stopped fondling me. Karen sat up again and
Frankie leaned over me and pulled my pantyhose down to above my knees. He
did the same with the panties and laid forward on me, holding me firmly and
rubbing himself on me like he'd done several times before. It felt good,
but I missed Karen's lips.
Too excited to be self-conscious, Frankie humped harder and faster and
wilder on me. Frankie buckled in one last spasm. He groaned, squirting his
jizz on me. He went on for a little while longer, spreading the gooey
substance over me. The tingling in my glans began to spread to my loins as
I came closer to climax. But Karen guided a reluctant Frankie off me
before I got that far.
"Pick up your clothes and go to your room, ok?"
Out of breath, Frankie glanced at me, then back at Karen. "Why?" asked
"Cause I want to talk to your friend, ok? I'll call you back when if I want
Still breathing a little heavily, Frankie scooped up his clothes and left,
letting the door almost close behind him, with Karen guiding him. I watched
Karen move, her short denim skirt chafing against her bare thighs. The
contour of her tanned legs made me gulp. Her pretty feet were caged
flirtatiously in a pair of white two-inch heel slings. Her earrings were
small but long and dangly. She was beautiful in a long, lanky sort of way,
with sensual lips, and small firm breasts tight inside her top. Those
beautiful lips broke a soft smile now as she looked down at me.
"How long you been doing this?" she asked.
Still embarrassed, I shrugged. "A little while. A few times."
"You like boys?" she fired back, her voice steeped in curiosity. I didn't
know what to say. "I kind of like Frankie. But I like girls."
Her smile broadened. "You must like being one, too."
Her hand moved to the inside of my thigh where she touched me lightly.
"Honey, if you ever take my things without asking me again..." She stopped
in mid-sentence and her smile evaporated. "I will make you a girl for
real." Before she finished the sentence, her fingers rapped around my
balls and she squeezed, the sharp ends of her sharp salmon-colored nails
digging into the sensitive flesh. Reflexively, I reached to stop her. She
clasped my hand in a vice grip, and when my other hand came to the rescue,
she let loose of my scrotum and grabbed my other wrist. Then she straddled
me at the waist and pushed both arms back behind my head against the
mattress. When both my wrists were tightly in the grasp of her left hand,
she slapped me across the face with her right.
I stopped fighting. The humiliation hurt more than the slap. Here I was,
caught by her, wearing her clothes, blackmailed by her, and now powerless
to fight back. And although she wasn't smiling, something about the look on
her face told me she loved it.
She let go of me and sat up without taking her blue eyes off of me. "You
really are cute this way, ya' know," she said, brushing my cheek with her
fingers. "I always thought about doing it with a girl but then said nah."
"Really?" I said.
"Here's the deal," she began. "I caught you red handed taking my clothes,
but I'll forget about it if you do what I say tonight. Deal?"
"What do you want me to do?"
"Does it matter?"
I didn't have to think long about that. "Guess not."
"Wait there," Karen said. She left the room, closing the door behind her. I
heard her talking to Frankie but couldn't hear what they were saying. Then
I heard numbers being pressed out on the telephone in the upstairs hall,
Karen speaking in a low voice to someone, probably canceling her
get-together at the mall. She ended with a slight giggle. The phone was
re-cradled, then footsteps, water running in the bathroom, and Karen
returned to the bedroom. She had a damp washcloth that she used to wipe
away the tacky residue of Frankie's lust.
"Take off the pantyhose," she said.
Nervously, I struggled taking them the rest of the way off.
"Now the panty and bra and the dress."
I did as she said, taking off the bikini, which was already down around my
knees, and the dress. Karen helped me remove the bra. She looked at me up
and down, her gaze finally lingering on my pelvic area. She put her finger
to her chin for a second then went to the dressing table. She came back
with a bottle of shaving jell and a plastic lady razor. "Lie back on the
bed and spread your legs," she said. I obeyed and she spread jell on the
little bit of light-colored hair I had around my genitals and began shaving
it off. When she finished, she smiled and looked at me and said, "I am
going to make you into the prettiest thing!"
I started to smile. This wouldn't be so bad after all. This was what I
wanted, and it would take a girl to know just what to do.
Completely nude and free of body hair, Karen took a bottle of body lotion
from the dresser and rubbed over me from my neck down to my feet, then
turned me face down and did the same.
After she gave me a pair of her pink bikini panties to wear, Karen took me
to her dressing table and told me to sit down. I saw her reflection in the
mirror as she smiled at me and turned my head slightly, studying my face,
pondering. Then she picked up a small jar of foundation and made circles
on my face and forehead with it. I watched my smooth features became even
more delicate in seconds. Turning me away from the mirror, she spread
something on my cheeks. Then with my eyes closed, she worked on my
eyebrows with a pencil, and my eyelids with a brush, and did something to
my eyelids. I started to turn to look, but she gently turned me
back. Excitement began stirring between my legs as I wondered how I would
look. And then the sweet odor and feel of lipstick caressed my lips. My
heart was really beating now when for an instant Karen's hair touched my
Then I heard the door open and close downstairs and the rumble of two sets
of feet rushing up the stairs and my heart almost jumped into my through. I
wondered who the hell it could be, and felt scared they would barge in and
see what was happening.
A girl's voice said, "Where are ya, Karen?"
Karen suddenly called out to the intruders, "We're in my bed room, guys!"
She was telling them to come in! Karen was going to let her friends see me
naked and being made over. "No!" I said. "Don't let them in."
"Now you just be calm and stay still," she lectured me. "They won't hurt
you." I started to protest again, but Karen's two friends swept into the
room. One of them smiled and gasped with delight, and the other whistled
and clapped her hands.
The two girls moved to where they could get a good look at me.
"This is Lissa and Micky," said Karen, pointing to each one. "I didn't want
to stand them up at the mall, so they're gonna help me play makeover with
"This is so cool," Lissa giggled. She was the one who gasped and smiled at
the doorway. Lissa was probably my age, about 15, and had very white skin
for this time of year. She was very thin, thinner than Karen, and had big
ocean blue eyes. Her white skirt stopped above her knees and was held up
with a wide shiny cream-colored belt with a large buckle. Lissa had very
long, slender legs sheathed in suntan stockings. She wore a pink blouse
with ruffled shoulders, and tiny dangling earrings.
"Hey there, babe. Lookin' good!" Micky said to me. Micky was at least my
age or a year older and had short brown hair molded close to her face, and
tiny earrings. After she clapped she secured her hands deep into the
pockets of her tan shorts. Her legs were tanned and toned. She was shorter
than both Karen and Lissa, and although she had soft feminine lips and
eyes, there was an almost rugged aura about her. She chewed gum and snapped
I started to get up, but Karen yanked me back into the chair. "Don't make
me get rough, hon," she said.
"Want me to hold him down for you, Karen?" Micky said, smiling broadly.
Lissa covered her smile with her fingers. She flopped onto the edge of
Karen's bed. "Oh wow," she chirped excitedly. "She's going to look so
pretty. I mean 'he' is... Whatever... Oh, shit!" She covered her mouth
again and kicked off her white two-inch sandals. I could see Lissa through
the mirror perched on the bed, and out of the corner of my eye I saw Micky
leaning in the doorway chewing gum. I was very uncomfortable about it all,
and wished Frankie and I had been much more vigilant about making sure
Karen had left.
After another few minutes of primping with my makeup and getting
suggestions from Lissa and Micky, Karen was finished.
"Perfect, babe," Micky said smiling. "You are hot!"
They all went to Karen's dresser and picked out things to dress me in. They
brought out a silky pink bra that matched the panties I wore, and a pretty
rose- colored nightie with floral trim.
"This is so much fun," Lissa said.
Micky rolled up one leg of a pair of cream colored lace-top stockings on me
while Lissa did the other. The stockings had elastic bands that allowed
them to stay up without garters. Karen put the bra around my chest and
snapped it together. Then Lissa and Karen put the nightie on over my head
and tied the sash into a bow. Micky combed my hair to look more
feminine. Lissa surprised me with a brief mist of perfume behind my ear. It
smelled so enchanting.
I finally got to look at myself in the mirror and...wow! My cherry lips and
blushing cheeks and gorgeous eyes stared back at me. I never thought I
could feel so feminine. My cock stirred and straightened.
"She needs a name," Karen said, pondering.
"What about 'Cissy'?" Micky said.
"'Cissy it is then," Karen said.
"Yeah," Lissa said. "I kinda' like that."
"What's this?" said Karen, clutching my erect penis between her
fingers. She tucked it back under the panties. Lissa giggled. Micky smiled.
Karen took me by the hand and guided me up out of the chair and to the bed
where she sat me down. She guided my feet up on the bed and leaned over me,
stroking my hair. Lissa and Micky went suddenly quiet. Karen's tresses
dangled against my shoulders as she leaned into me slowly and pressed her
lips to mine. My heart drummed inside my ears. I couldn't believe this was
As she kissed me slowly and tenderly, her hand drifted down to my thigh
where it crept under the hem of my nightie, feeling my stomach. I heard
Lissa cry "Oh my god!"
Micky yelled, "Woooooo hooooooo!"
Micky sat down on the bed. Lissa, giggling again, got on the other side of
us and propped herself up on her elbow watching us. Both seemed amazed.
Still kissing me, Karen's hand wandered under the hem of my panties and
sent a bolt of lightning through me.
I heard Micky rustling around on the bed and when I opened my eyes she was
pulling down her shorts, revealing a pair of glossy beige panties.
"Micky, what are you doing?" Lissa blurted out.
"Sorry, this is making me horny," Micky replied. She pulled the shorts over
her knees and sneakers and off, followed by her panties. She spread her
legs as far as she could, her feet pointing in opposite directions. She
licked her two longest fingers and began running them along the slit of her
vagina. It was round and large and had short tawny fuzz.
"Oh my god," Lissa said.
Micky started to quiver as her finger strokes got broader. She closed her
eyes and started moaning.
After a minute of lying motionless on her elbow, watching the three of us,
Lissa laid back on the bed. She unbuckled the belt of her skirt and pulled
the skirt off, exposing more of her long, graceful legs and a pair of pink
bikini panties. Parting her legs, she reached under the hem of her panties
and began fondling herself. She was sprawled back, her other hand near her
head on a pillow. She was much quicker getting stimulated than Micky, and
in no time she was letting out quick, short lilting moans as she carried
Karen was now fondling my penis. It had gotten so hard. And she was kissing
me under my nightie, down my stomach, to my thigh.
And suddenly I felt Karen's tongue lightly licking my glans. At the same
time, the sounds from Micky and Lissa got louder. Then Micky leaned over
and licked along the side of my cock while Karen licked along the
bottom. Seeing this,
Lissa joined them and licked my balls. All during this they kept rubbing
Before long, Micky's and Lissa's tongues came together, and they started
kissing each other. Now they were leaning over Karen and me, kissing
fully. Neither of them stopped rubbing themselves, and their moans were
muffled by their wet, passionate kisses. They began feeling each other's
breasts with their free hands.
"Oh yes...," Lissa sighed between kisses.
"Mmmmmm..."Micky groaned. "Oh, Lissa..."
Karen was sucking hungrily on me now. It felt terrific. She stopped before
I could cum and hastily pulled down her skirt. As she did that, she got
caught up in the tangle between Micky and Lissa, with Micky massaging
Karen's breasts while Karen and Lissa now were kissing.
The three of them groaned. Hot and breathless, Lissa stripped away her pink
blouse, letting Karen and Micky caress her small, firm breasts. Then Karen
slid off her purple satin panties and fingered her clit. Then she straddled
me and put me inside her, moaning abruptly. It was my first time with a
girl. It felt so beautifully warm and moist.
Karen closed her eyes and gyrated her hips, driving me crazy. Then she
leaned forward on me, her sweet smelling hair in my face, and heaved
faster. I grabbed her and kissed her and just then I came so heavily I
could barely stand it. Karen felt my orgasm and a rare smile came over her
face as she screamed "Yes!" and went faster. Micky and Lissa kissed and
caressed Karen as she moved faster and harder and finally convulsed in
orgasm. She slowed for a moment, catching her breath, and then started up
again. Meanwhile, Micky and Lissa had shed the rest of their clothing and
Micky leaned over and began licking Lissa's pussy while fingering it. Lissa
fanned her legs wide open, letting out short quick cries of delight. After
a minute of licking and fingering Lissa, Micky fell on top of Lissa's
reclined body, deep French kissing her and grinding Lissa's pussy with her
own. Her face glistening with perspiration, Micky gripped Lissa in a tight
embrace, thrusting and gyrating. Lissa broke their long kiss and let out a
shrill cry. Watching them made me so stiff again.
After pumping a while longer, Karen finally came again, and so did I. Just
then so did Micky as she arched up from Lissa's body and crooned with
relief. Winded, Karen slowed to a stop and looked in my eyes and kissed
We had all settled into a warm, gooey pile of flesh, our moans and gasps
beginning to die. I finally noticed the door was slightly ajar. Frankie
had been watching.