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************

Mixing Things Up - Chapter One (Revised Apr 28/19)

Story codes: (mmF, mm, Fm, bisexual, voy, exhib, incest, 
CFNM)


When I was a sixteen in high school, it was the beginning 
of group showers after gym class. I was very nervous about 
it, although I never had problems being naked at sleepovers 
with my friends. Truth was, I enjoyed being nude very much. 

My nervousness centered around the very public aspect of 
group showers. My class was large, almost twenty boys. It 
would be strange, all of us naked in the small shower room 
and then around the lockers. 

After class ended, we were all herded to the locker room 
where I stripped down and followed the others to the 
showers. Everyone was laughing and yelling as we all soaped 
up and then rinsed clean. The sensation of the warm water, 
slippery soap and the sight of all the nudity had me 
feeling very happy. All my trepidations disappeared. 

As I made my way back to my locker, some stared and there 
were whispers. Looking down I saw I was aroused and had an 
erection. I was slightly embarrassed but young teens are 
perpetually aroused. I got dressed and went to class. As I 
walked through the halls, two of the bigger guys in my 
class hurried to catch up to me. I may have been a bit 
taller at a lean six feet but these guys each had a good 
thirty-pound advantage over me.

"Hold up there, Tom," one of them called to me. I slowed 
and they caught up.

"Are you a homo?" One asked flat out.

"What? Are you kidding, why?" I answered.

"You had a stiffy in the shower. Did you like looking at 
all the dicks? Does that make you hot?" 

"Fuck no! I like girls," I stated my case.

"Oh yeah... what girls?" He pressed.

"None yet. Have either of you got a girl?"

"Well, maybe. Just watch out in the shower from now on. 
Keep your eyes to yourself, or else."

These guys were always together. I figured if I took one 
on, I'd be dealing with them both. Guys like that loved 
ganging up on other kids and smacking them around.

They kept it up for weeks. After every gym class, there 
they were checking me out in the shower and locker room. I 
didn't have a repeat erection, I was always too self-
conscious. Just the same, it really bothered me. Even 
though there was never a recurrence, they spread it around 
that I was a homo. I sensed it in the attitude others had 
toward me.

One day, having finished my shower, I was at my locker 
about to get dressed. It was very hot and the coolness of 
the moving air on my skin felt good. I stretched out 
getting dressed as long as I could.

"Shit, it's hot today," came a voice behind me. I turned to 
see a kid, taller and maybe a bit bigger. He was still 
naked as well. I casually looked down between his legs and 
there was the nicest cock I'd ever seen. It looked about an 
inch longer but much thicker. With six and a half inches of 
thicker than usual cock, I was pretty proud of myself until 
I saw him.

"Yeah, it is," I agreed. "It's nice to stay undressed and 
be cool for a while."

"Hey, HOMO! What are you standing around for? Get dressed, 
or have you found another HOMO to play with," one of my two 
nemesis bullies yelled out.

The two marched up to me and finally I'd had enough. They 
had yelled the insult all over the locker room and now I'd 
never have a moment's peace if I didn't stand my ground. 

"WHERE THE FUCK DO YOU TWO GET OFF?" I screamed back at 
them. "I told you I wasn't a homo but you're still bugging 
me. You know, the way you two always hang together, you 
guys look more like homos than me. How about it? Are you 
fucking each other's ass?" My response was clearly over the 
top but I'd lost my temper. I realized there'd be no 
backing out from my position.

"FINE, HOMO. In the yard after school then."

The guy behind me spoke up. "Come on, go fuck yourself, you 
assholes. You'll see both of us, and you know what? I've 
got more important things to do after school, let's just 
settle this right now!"

But the bullies didn't move. They just stood there trying 
to look tough. 

"WHAT THE FUCK ARE YOU WAITING FOR? Are you chickening out 
because it's an even fight now?"

Maybe it was the new odds, or maybe it was my new friend's 
bravado? Whatever it was, the two bullies just waved us off 
in disgust and turned away.

I turned to look back at my savior. "Thanks, that was 
really appreciated. My name's Tom." I extended my hand.

"Phil," he responded. "Don't look now but you've got a 
hardon," he smiled. "Better cover that up before someone 
sees. By the way, it doesn't bother me, we all get them. 
I'm surprised mine ever goes down."

"I know what you mean, I guess that little scuffle got me 
excited. Hell knows it wasn't because of a girl, I couldn't 
get one to give me the time of day."

"Me to," Phil said. "No luck here either. Hey, wanna hang 
out after school?"

"Sure, but I thought you had chores."

"Naw. Like my dad always said, never fight a bully on his 
terms. If he wants to fight later, do it right then and 
there."

"Well it sure worked this time," I said. "See you after 
school."

After the three o'clock bell I met Phil at the gate. It 
turned out that he lived only three blocks from me. We went 
to his apartment and no one was home. His parents were 
divorced and he lived with his mother and older sister. We 
entered and went straight to his room. His home didn't have 
air conditioning and it was sweltering. He put on some cool 
music and we talked about bands. Turned out we were both 
amateur musicians. He was a drummer and I played guitar. 
Phil pulled off his tee shirt and then looked at me.

"Don't take this the wrong way but it's too hot in here. 
I'm going to strip down to stay cool."

He removed everything else and lay back on his bed.

"That's better. Feel free to join me, or don't, it's up to 
you."

I stuck it out for a while longer and then joined him by 
stripping off everything as well. The fan in his room blew 
warm air over us but it was still better than nothing. 
Occasionally, I would glance at him and his beautiful cock. 
I'd never seen one like his, it was almost as thick as my 
dad's. We listened to music, read magazines and talked 
about girls, or our lack of them until four-thirty. That's 
when his sister came home from her after school job.

She walked through the front door and called out her 
arrival. I jumped.

"Close the door if you want," Phil said. "She's seen me 
naked plenty of times. You think it feels good to be 
undressed with a bunch of boys? Wait until you get looked 
over by an older girl, or your mother. Fuck, I get hard 
every time."

"Wow, that must be awesome. I'm getting hard just thinking 
about it. Don't know if I'd have the nerve though."

"I kind of eased them both into it over time. Now they 
don't get upset and I can walk around naked all I want. I'm 
pretty sure they like it," Phil smiled.

"Fuck, that is so cool."

There was a knock at the door and it swung open. Rachel, 
Phil's sister stood in the doorway. 

"Shit, sorry, I didn't know you had company," she said. 
"How come he has no clothes on either?"

"It's like a furnace in here," Phil said. "The door was 
open but Tom here closed it when you arrived. Tom, this is 
my sister Rachel."

Up to that point, my back was to her at the door. I turned 
slightly to see her and say hello. She was eighteen, 
pretty, with dark moody looking eyes, kind of exotic. Her 
long jet-black hair ran over her shoulders, almost reaching 
what seemed like a very nice pair of tits. Any tits would 
have been nice for me but Rachel's were full and round. 
They protruded bravely, forcing against the store uniform 
she was wearing; black jeans and a tight branded black tee. 

She came in and walked up to me, sticking her hand out. Now 
I could see the whole picture. She was maybe five foot 
seven with a bit of baby fat in all the right places. Being 
the polite lad that I was, I stood to shake her hand. My 
head was about to explode from nerves and excitement, I'm 
sure she felt my hand tremble and she smiled. I had a 
raging hardon. Looking bewildered, I excused myself for my 
condition and she smiled even wider. 
 
"Don't worry about that, I can see you're not used to this 
like Phil is. Phil is always trying to get friends to be 
naked around the house with him. I'm surprised you did it 
on your first visit, most never do. And about that," she 
pointed at my hardon with her eyes, it twitched. "Phil has 
them all the time. Mom and I are both used to it now. Don't 
tell him," she leaned in and pretended to share a secret, 
"but, we even enjoy it a little. It's nice to meet you Tom. 
Go ahead, leave the door open now. God, it's almost 
unbearable in here. Nothing to hide anymore, is there?" She 
gave me one last head to toe look and then left the room.

"Man, that was pretty intense," I whispered to Phil. "I've 
never done that with anyone but my sis, and we were kids."

"I know what you mean. It was like that for a long time 
with me until I got more used to it. But the good feelings 
and hardons never go away, trust me. I still love being 
naked around them."

"Want to try something? Go into the kitchen and ask Rachel 
for a glass of water. See what happens."

"What's going to happen?" I asked.

"Don't know, you'd be the first with enough nerve to do it. 
One tip though, be honest with her. Never be fake around 
her, she can smell it."

I was so worked up I had to do it. I got up and wandered 
down the hall to the Kitchen. It felt so strange being 
stark-naked in the unfamiliar surroundings. I entered the 
Kitchen and Rachel was leaning against the counter.

"I'm sorry to bother you, Rachel," I said, "but could I 
have a glass of water? The heat's got me parched."

She turned her head to look at me with her dark sexy eyes. 
Scanning me, up and down, up and down, she made no effort 
to be discreet. Still with no response, she focused on my 
cock that was now almost drooling precum. I was near 
swooning as she silently took a glass and filled it three-
quarters full with water. Strolling over to the freezer, 
she plucked ice from a bowl and plopped it into my glass 
before handing it to me. 

"There you go," She finally said. 

Her cold wet hand slid under her tee-shirt rubbing back and 
forth under her breasts. Her expression became almost 
orgasmic. 

"Mmm, God that feels so good," she moaned softly. I'm sure 
you're parched. Especially in this heat and the way your 
hard cock is leaking," she giggled wickedly. 

I became flustered. I didn't know what to do next. 
Thankfully, Rachel took pity on me and changed the topic. 
"So, how long have you known my brother?" She asked. 
Sitting in a chair, she continued studying my cock and 
rubbing under her tits. Her hard nipples forced against the 
material of her tee.

"We just met today," I said and then recounted the whole 
story to her. 

"Yeah, that sounds like him," she said. "I've never seen 
him back down from a fight. Even when he knew he didn't 
stand a chance. I'm proud of him for that. Not a lot of 
guys have that level of conviction." 

She finally turned her attention to some school work on the 
table. I thanked her for the water and returned to Phil's 
room. After I told him what happened, he smiled.

"Good, she likes you then. She's usually a bit stuck-up and 
cold around my friends, never makes conversation."

"Does Rachel or your mom ever get naked with you?"

"Naw, never. I've never pushed because mom might get pissed 
and tell me to stop. I've seen Rachel come out of the 
shower a few times and lose her towel. Pretty sure she did 
it on purpose. Fuck, she's got a killer bod. I've seen my 
mom's tits a couple of times too, by accident. She was 
changing and I walked in. She was pretty pissed. Her tits 
are really nice to, they're huge, much nicer than 
Rachel's."

"Damn, you're so lucky. I've never once seen my mom. I've 
seen my sister a few times and I once stripped naked and 
did a show for her when we were kids."

"Cool, I'd like to meet them both sometime."

"Sure, why not? Tomorrow's Friday, would you be interested 
in a sleepover? I've got a few dirty magazines."

"Okay, why not. I have a few magazines too but I don't want 
us to get caught looking at them here. Mom will take them 
away. I'll bring them to your place tomorrow."

"Cool, I'll see you in school then tomorrow."

I dressed but before leaving, I stuck my head into the 
kitchen to say goodbye. Rachel turned her head with a smile 
but it dimmed when she saw my clothes. I was delighted, 
maybe that meant she liked me in the nude. I walked home on 
cloud nine. I'd made a promising new friend and I had my 
first experience being naked in front of an older girl, who 
wasn't my sister.

When I arrived home, it was just as hot as Phil's place. I 
entered my room and stripped. It felt fantastic. I sat at 
my desk and began my homework. My sister Louise walked by 
my door and peeked in.

"Are you naked, Tom? If you are, maybe you should keep the 
door closed. I stood and walked to the door and Louise 
looked bewildered. "Whoa, now this is new."

"Not really, I've always liked being naked, you know that. 
This isn't the first time you've seen me."

"No, but we were both a lot younger. You're not a little 
boy anymore, that's for sure."

"I was just warm and I wanted to cool off. I made a new 
friend today who's naked around his home all the time. His 
mom and sister don't mind at all." I was desperately trying 
to stretch out the conversation. 

"And you think you'll get away with that here?" Louise 
laughed. "Go ahead, I certainly don't mind. It'll be nice 
to see some man skin around here. Nice cock, by the way. 
That's one thing that sure has changed."

"Thanks, that's nice coming from you." I said.

"You're welcome. Leave the door open if you want and I'm 
guessing you haven't changed since you were a kid, you 
still like being watched, don't you?"

"Oh yeah, I still love it. Even more now." 

Louise was 20, four years older than me. She was tall and 
gorgeous, the kind of model you'd see in Penthouse. 

"I figured that much," she said. "It's all fine with me, 
you're real eye candy now little brother. Well, not so 
little brother. Just be sure to close the door when Mom 
gets in," She winked and continued to her room.

I resumed work on my studies, quickly rising to close the 
door when I heard Mom arrive home. A few minutes later, 
there was a knock at my door.

"Just a minute," I called out and pulled my underwear on."

I opened the door and my mom looked at me curiously. Nudity 
was never addressed in our home but my mom was a worldly, 
educated woman. I rarely wore just my underwear in her 
presence, though.

"Hi mom," I said with a smile. "Need me for something?"

"Yes, the car is full of groceries, please help me bring 
them all in."

"Okay," I said. "I'll just slip on a bathing suit and be 
right down. I want to go for a dip after."

I left the door open, walked to my dresser and slipped off 
my undies. 

"You might want to close your door," I heard mom say from 
the hall. I turned and walked back, only partially 
obscured. I don't know how much she saw but she had to have 
seen something. It was all happening so fast. Only this 
morning I was a virgin to all of this great new fun. Now I 
was making the most of every opportunity I got.

Outside, I grabbed armfuls of groceries and carried them 
into the kitchen with Mom. When I was done I excused myself 
and was heading out back to our tiny pool. It was only a 
twenty-foot round, above-ground pool but we were lucky to 
have it. Pools were a rarity in our area, they just weren't 
practical.

"Just a minute, Tom, before you go," Mom said. She had a 
serious, yet soft expression. "You know, you're at an age 
were boys tend to want to show off their physical 
development," she began, "especially to the women in their 
families, meaning me in this case."

I braced myself for another coming of age briefing. My mom 
was an expert at these. She had assumed all responsibility 
for teaching me about everything embarrassing. She covered 
it all, from the birds and bees, to every physical and 
emotional change I encountered.

"You came to your door in only your underwear and you knew 
I could see you strip them off. You also knew I could see 
you walk to your door naked to close it. Tom, it's natural 
to want me to see that your becoming a man. And from what I 
saw, a very good looking one. I'm not upset with you at 
all, I've been expecting this for some time. Please don't 
make a habit of it though. I don't think your father will 
be too impressed if he sees you. That's it, go have your 
swim."

I was astounded. She didn't give me shit, she almost said I 
could keep doing it, as long as I didn't do it all the 
time. This was real progress and I thanked my lucky stars 
for meeting Phil that day. Without his help, this wonderful 
day would never have happened. I had a short dip and as I 
returned to my room I asked Mom about the sleepover the 
next night. She was happy to comply. Like Phil, I didn't 
bring a lot of friends home.

*****

The Sleepover

Friday afternoon, I met Phil at the gate and we walked to 
my house. We lived in a small townhome, narrow, with three 
floors. Mom and dad's room was on the top floor while 
Louise and I were on the second level. The kitchen and 
living room were on the first floor and we had a playroom 
and a guestroom in the basement. Our small pool completely 
filled our back yard. Dad had built a deck around it that 
filled in all the corners. It provided a little room for 
chairs. Access to the house was by means of five tight 
stairs that led straight through the patio doors into the 
kitchen.

As we walked, I told Phil about the previous day's events. 
I also thanked him for setting me on my road to all the 
wonderful new experiences.

"Don't mention it. But I think you would have eventually 
come around all by yourself. We're a lot alike. I knew that 
when I saw how much you enjoyed being naked at school. I 
also liked the way you stood up for yourself to those 
assholes. You were going to take a real beating for sure 
and I had to step in. Assholes like that need to learn that 
some guys stand up to them and there's a chance they might 
get hurt too."

"Rachel's very proud of you, you know," I told him.

"Really, why?"

"She said she's never seen you back down from a fight, even 
with the odds against you. That's something she admires 
about you, she told me so."

"Wow, thanks. That means a lot to me. I'll have to do 
something real nice for her soon."

"You know, those pricks would probably have beat us but not 
before we made them pay for the privilege. I grew up the 
only English-speaking kid in a French neighborhood. I got 
beat like a gong every day, going to and from school but 
you know what? I always went in and came out swinging. My 
dad taught me that. Eventually, it stopped. Even though 
they always won, they got tired of paying the price of 
admission. That's how I know how to deal with assholes. 
Now, so do you.

"Thanks, I'll remember that," I said and I squeezed his 
shoulder.

"Whoa, watch those hands there, homo," he smiled at me.

"Yeah," I laughed and patted his ass in fun. He said 
nothing and just laughed again.

We arrived home and I showed him around. "Nice place," he 
said. "We lived in something like this before Mom and Dad 
split up. It was nice but I like the apartment too, less 
room but more intimate, if you know what I mean."

I smiled and nodded. "Let's go to my room and strip. Louise 
will be home later and maybe you can spend some time with 
her, like I did with Rachel. Mom and Dad always work late 
on Fridays."

"Man, I'd love that. So, she's good looking then?"

"She's beautiful, like my mom. Really small tits though but 
tall and gorgeous."

"I'm a leg and ass man myself. Small tits are fine with 
me."

"Then you're in luck, she's all legs with a cute tight ass. 
Just haven't seen any of it naked since we were little. She 
wears the hell out of her bikini though. Maybe she'll join 
us for a swim."

"This is sounding like a great sleepover, Tom, thanks for 
inviting me. I can't promise that the next one at my place 
will be the same. Hopefully, we'll keep you without clothes 
on for both Rachel and my mom."

"Man, that sounds terrific, can't wait."

We lay around naked in my room for the rest of the 
afternoon reading smut magazines. Mine were the early 
versions of Playboy, mainly nudists, volleyball and 
swimming pools. Phil's mags were French hardcore, black 
market style, plain cover magazines. I loved them. It was 
the first time I'd seen some of that stuff, especially the 
MMF pictures. I'd heard about and seen pictures of blowjobs 
and fucking but never between guys with women involved and 
enjoying everything. Phil noticed how long I was spending 
on those shots.

"Confused?" He said.

"Wha... oh, yeah," I came back to reality. "I've never seen 
anything like these. I didn't know this stuff happened."

"Well, it does," Phil said. "The guys are bisexual, they do 
both sexes. Believe it or not, my dad gave me those and a 
lot more stuff. He told me that people who limited 
themselves got exactly what they deserved, a limited sex 
life."

"Have you ever done anything like what's in these 
pictures?" I asked.

"Are you kidding? I'm seventeen and still trying to get 
laid. Hell, I'm still trying for second base before the 
girl loses interest. That or she finds herself a jock 
willing to give her a tumble."

"Yeah, I know." I said. "Competition's tough in our school. 
With all the athletic programs and so few girls that are 
interested, I'm going out of my mind. The last thing that 
interests me is sports, you?"

"Same, I'm way more interested in music. I also enjoy 
writing, believe it or not."

"Music and writing," the words parroted from the hall. We 
both jumped and looked, my sister strolled up to the 
doorway and stared into the room. "My my, isn't this a 
sight." She smiled.

"Oh, Louise," I chuckled a little. "You startled us."

She strolled in with a sly mischievous look on her face. 

"I take it, this is your nude friend, Phil," she said 
looking him over. Her eyes locked on his beautiful cock. 
"Oh my, now... YOU, my special new friend, have every right 
to be naked. That cock is nicer than most men I've known, 
hard or soft. I'm not embarrassing you am I?"

"Not at all and thank you," Phil said. "You're every bit as 
gorgeous as Tom described. Please tell me you know that. It 
drives me crazy to see amazing beauties like you all down 
on themselves."

"And a silver tongue to boot," Louise chuckled. "Thanks for 
the complements, Tom. I didn't know you still had thoughts 
like that about me. You're still as sweet as when we were 
kids."

"Like I told Tom," Phil said, "I'm a leg and ass man and 
Tom said you were all legs with the nicest tightest ass 
ever; that you always wear the hell out of a bikini."

"Nice again," she looked at me again with complete 
surprise. "I've got to do something really special for you 
soon. Can't have my biggest fan feeling left out. Thanks 
hon." 

She grabbed the side of her dress and lifted it way up. She 
exposed her right leg all the way up to her ass and higher. 
She was wearing sheer, almost transparent panties and her 
ass cheeks were clearly defined. Pivoting to one side, she 
displayed her tight buns for us. Letting go of her dress 
again, sadly, it flowed back in place. Phil and I were rock 
hard and Louise smiled at us both.

"Now THIS is a lovely show and it's getting pretty warm in 
here now. I think I'll change into a swimsuit and take a 
dip. Feel like joining me?" Louise asked.

"Sure, you bet," I agreed.

"Good, but get rid of those magazines first. Mom might let 
you keep the nudist ones but the hard-core stuff will get 
confiscated for sure. You know, I might even like to look 
at those later. Those are really rare. I've heard of them 
but I've never actually seen one."

"Help yourself, as long as I get them back," Phil said.

She picked one up and leafed through it.

"And if I wanted to keep this for a few days?" She asked.

"I'm sure we can come to terms," Phil smiled.

"I'm sure too," Louise said with a wink. "Do you guys do 
some of this stuff together? 

"Are you crazy? We're not queers and we don't know any 
girls anyway," Phil said.

"You don't need girls for a lot of this. Why is it if you 
two have sex alone, it would be gay but add a girl and it's 
not?"

"With a girl, it's bisexual," I answered.

Louise looked incredulous. "You know, I've had sex, amazing 
sex with lots of girls but I'm not a lesbian," she said. "I 
love sex with both men and women, anytime. I don't need 
them both present to punch my ticket as a bisexual."

"You're bi... sexual?," I blurted out.
 
"Yes, very. I guess we're back to 'little brother' aren't 
we? At least until you sort a few things out. See you both 
down in the pool, guys."

"Shit, she's unbelievable," Phil said. "If she were my 
sister, I'd move heaven and earth to get into her. She's 
like a whole fantasy come true."

"She's always been one of my fantasies, for sure. But she's 
my sister and she'd never go along with it."

"Not so sure," Phil looked at me. "I'd say it's definitely 
worth a try, if I were you."

I slid on my speedo but Phil had forgotten to bring his. He 
opted to just wear his undies. We hurried downstairs and 
jumped into the pool splashing around and wrestling. We 
were trying to dunk each other under and it felt great 
being skin to skin. Our hands slid all over each other as 
we tussled for leverage. 

More than a few times, one of Phil's hands slid under my 
speedo. Once, right into the crack of my ass and a few 
times to my cock and balls. It sent electric shocks through 
me. Phil's undies became loose and slipped away and he was 
naked. I became braver and my hand found his rigid, thick 
cock more than once. Each time, Phil groaned and pulled 
away. 

I looked up and saw Louise watching us from her window. I 
waved for her to come down and she nodded. A minute later, 
she climbed the stairs to the deck and stood on the edge 
staring down at us. We stopped and stared back up at her. 
She was a true goddess. Long blonde hair, green eyes and a 
body to die for.

Her suit was skimpier than I'd ever seen. Her legs were 
well parted on purpose and the strip down the middle barely 
covered her sweet vulva. The bottoms were low-cut, smaller 
than my speedo and the top was a little more conventional 
but still tiny. We gawked at her slack-jawed.

"Don't tell Mom about this suit," she told us. "I wear this 
on beach dates with men who can appreciate it. I thought 
the two of you might like it too."

"Oh sis, I groaned, you have no idea... just, no idea. I'm so 
hard it hurts."

"Me too," Phil said, "I'm having trouble breathing. You've 
got to realize, looking at you like this is a major jump 
for us both. Fuck, I can't do justice to what I'm seeing, 
you're so fucking gorgeous."

"You're doing just fine, Phil. You're making me tingle in 
all the right places." She jumped into the pool and dunked 
herself. "I don't think I'll play the game you two were 
playing earlier. I'm pretty sure I'd end up with no suit on 
in about a second." 

"Would that be so bad?" Phil said.

"No, not at all but let's not get ahead of ourselves," she 
replied. "Maybe you could just continue with what you were 
doing. I really enjoyed watching you both from my window."

"Watching what?" Phil asked. "I want you to say it."

"No problem, you were playing grab-ass. Looking for excuses 
to touch each other. It was a real turn-on. How am I 
doing?"

Phil looked at me and tilted his head. 

"What will you give us in return?" I tried to bargain.

"I've already given you this suit. Isn't that worth 
something?"

"It is, and as long as it's not the last time we see it, 
that's good enough for me," I said.

"It won't be, now. And just for not pushing, I will do 
something special for you both, but later. First, I need 
motivation. Give me a show, guys," she giggled.

Phil grabbed me by surprise and tossed me over his 
shoulder. I went deep into the water, head first and while 
I was down he pulled off my speedo. I came to the surface 
choking and disoriented. Phil seized on that and grabbed me 
from behind, running his hands all over me. He lifted me 
out of the water and he wrapped a hand around my shaft, 
jerking it a few times. My cock was rigid again in seconds.

Louise put her hand to her mouth and chuckled. I recovered 
and dove under the water. I gave Phil a bear hug around the 
hips and lifted him out of the water too. I hadn't thought 
out my plan though, because his thick cock was pinned 
against my right cheek.

Phil laughed. "Got more than you bargained for, didn't 
you?" 

He wriggled and his cock came loose and was now in my face 
and his balls pressed against my lips.

"Oh my god," I heard Louise gasp. "Boys, don't take this so 
seriously, I just wanted you to play like you did before. 
This is really hot but it's not a competition, treat it 
more like sex. Slow down and enjoy it. I'm not judging, so 
don't worry. I love watching you touch each other."

"Okay, let's take a break for a minute," she continued. 
"Come closer and I'll give you both a little treat. You 
guys need to kick your hormones into overdrive and I think 
I can help with that."

 She pulled herself out of the pool and sat on the edge 
with her legs bent and her feet resting on the deck. She 
spread her thighs wide and the small string between her 
legs hid nothing now. Her lips were thick and swollen and 
her vulva was a deep red. It glistened in the sunlight.

"Come on, get in closer guys. I don't want you to miss a 
thing," she invited us.
 
We watched in awe, mouths gaped open.

"Good, I have your complete attention," she giggled. "I'm 
going to play with myself a bit. Watch me, I want you to 
see there's no shame in it. Like I told you, it's only sex 
and it's all good."

She pulled the slender string aside. She basked in our 
reactions as we moaned and leaned in even closer. Her pussy 
was open like a flower and we were both frozen, hanging on 
her every move. She inserted a finger into herself and then 
pumped it in and out a few times. Her eyes rolled back and 
she faced upward. A deep sigh escaped from her mouth. She 
moaned and rubbed the finger all around her clit. Louise 
looked at us, her pupils were fully dilated. Her eyes were 
no longer blue but black, like coals.

"Tom, take hold of Phil's cock and Phil, grab Tom's," she 
commanded.

We reluctantly did as she ordered. I was first to begin 
stroking and soon Phil followed.

"Good, keep going and watch me while we all masturbate.  
Mmm I'm going to cum any minute, this is so nice. Guess 
what, guys, we're having a bisexual threesome right now." 

Her head fell back and she moaned louder and then came. Her 
whole body quivered and I could feel myself getting closer 
too. Phil and I continued pulling on each other's cocks 
under the water. We were both going to cum soon and I hoped 
it would be at the same time.

Phil came and I felt his warm cum in my hand as I stroked 
his lovely cock. I continued milking him and I couldn't 
wait for my turn. Phil's expression was strained, something 
was obviously wrong.
 
"I think we should stop now," Phil said and we let go of 
each other's cocks. 

He waded away to the edge of the pool and climbed out, 
almost running into the house. He bolted for the stairs.

"Go after him," Louise said. "You two haven't done anything 
wrong. I'll be right behind you."

I climbed out and ran after him. When I got upstairs, he 
was sitting on the edge of the bed with his clothes in his 
hands. 

"Phil! You're not leaving, are you? Because we didn't do 
anything wrong. We just got a little carried away is all."
I sat on the bed beside him. "Honest, even Louise said we 
didn't do anything wrong. We were just fooling around, you 
know, like those guys in your magazines."

"I know, and I keep telling myself that. This has always 
been my biggest fantasy, being with another guy and a girl 
but never like we just did. What we did just made me feel 
like a queer."

Louise walked in carrying my speedo and his undies. "It's 
my fault you're feeling this way, Phil. I was the one who 
wanted to watch so I fanned the flames until you couldn't 
help yourself. Down deep, you've got to know, Phil. You 
know you really didn't do anything wrong. Bisexual is 
bisexual. It's not bisexual one minute then gay a minute 
later." 

"Tell you what, your fantasy requires a girl, right? So, 
let me be her. I need for you to know that all sex is good, 
no matter how or who you do it with."

She hooked her thumbs in her bikini bottoms and slid them 
to the floor. She stood again and we gazed at her 
immaculately trimmed pussy. Just a slender pointed landing 
strip to accommodate her swim suit and everything else was 
clean shaven. 

She reached behind and released her top, catching it just 
before it fell away. "Don't be too disappointed with this 
part," she said. 

She lowered the top away from her tiny breasts and 
discarded it. Her nipples and areolas were a work of art, 
so round, pink and hard. Just begging to be sucked. Phil 
and I stared from the bed. Her expression was so complex. 
Warm, almost motherly but her eyes burned and glared at us.

"We'll need to hurry," she said. "Mom and Dad will be home 
soon." She lay down on the bed behind us. "Come-on, you 
two, I'm sure you have some ideas. Go on, make me feel 
loved."

We scurried and took positions on either side of her. We 
began suckling on her taught nipples. Her hands came up 
behind our heads holding us against her tiny breasts. 

"Good choice, boys, they may be small but they're sensitive 
as hell. Suck on them, lick them, bite them."

Our hands glided all over her body making her back arch. 
Her luscious long legs parted, then closed again, over and 
over. Phil caressed her pussy and she almost exploded. 
Pulling his face up to her waiting lips, they kissed and 
kissed, devouring each other's pent-up emotions.

Phil continued rubbing her pussy, albeit with little 
experience. He found her little hot button and she screamed 
as all the repressed horniness came to the surface in one 
great big orgasm. Thrashing about on the bed, she finally 
settled down and gently stroked Phil's face. Louise rose to 
her knees and ordered us to lie on either side of her. 
Taking hold of our cocks she leaned over and spit on each 
one. She stroked us expertly, kneading, pinching and 
twisting our cock heads. I couldn't believe she knew so 
much about jerking guys off.

Occasionally, she leaned over and sucked on the tips of our 
cocks. We were both getting very close.

"You know," she said, "I think we should play the fantasy 
game this weekend," as the magic in her hands made us both 
crazy.

"What's that?" I groaned. "Never heard of it."

"I'm not surprised," Louise laughed, "I just made it up. 
Tomorrow, when Mom and Dad are gone for the day, we're 
going to have a little sex-fest here. First, we're all 
going to masturbate together and get hot as hell. Then each 
of us will confess one or more of our sexual fantasies. The 
other two have to try and make those fantasies come true. 
Sound good?" 

"I'll start it off and tell you one of mine right no and 
you're in luck, Phil" she continued. "I've never done two 
guys who were into each other before. The thought of it has 
always turned me on but I never found guys willing to play 
with me. You know, in the morning you'll still be virgins 
but when you go to bed tomorrow night, you'll have 
experienced things most guys only dream of. We're going to 
fuck all day and in more ways than you can imagine."

The very thought of what she was saying sent me over the 
top. I was first to cum and I shot up my chest and onto my 
neck.

"Nice one, Tom. Don't clean it off, that's my job. Now it's 
your turn, Phil. Show me what you've got." 

Phil's face turned beet red and he groaned deeply and loud.

"Ohhhh FUCK, my cock head's gonna come off," he yelled.

He shot three great spurts, one up to his neck and face, 
the other over his head, trailing into his hair. The last, 
was all up his chest. Louise squealed with excitement.

"Holy fuck, you must have been building that one up for a 
while."

"It's all you," he said, exhausted. "You've had me on the 
edge since I first laid eyes on you."

Louise licked the cum off our chests and faces. "Mmm you 
both taste yummy." She hopped off the bed. "Come on, let's 
hurry, Mom and Dad will be home any minute now."

I looked at my clock. "Shit, you're right, let's tidy 
things up and get dressed."

"I'll get the air freshener, this room wreaks of spunk," 
Louise said. 

As we took care of the finishing touches, Mom came through 
the door downstairs, followed by Dad. Dad always picked her 
up on Fridays and over the weekend. 

Louise went to her room while Phil and I dressed and lay on 
either end of the bed. We continued talking and listening 
to music. Mom came up the stairs and headed straight into 
my room. She smiled at Phil and greeted him. "Hi, I'm Mary, 
Tom's mom. You must be Phil."

"Yes, I am," he got up and walked over to shake her hand. 
"Tom keeps telling me about the beautiful women in his 
family. I've met Louise earlier and now it's clear where 
her amazing looks came from."

"My goodness, how old are you again?" Mom asked.

"Seventeen," he answered.

"Well that's a pretty grown-up complement for a seventeen-
year-old. Your going to break a lot of hearts one day, 
young man."

"I hope not, my parents are divorced. I never want that to 
happen to me, ever."

"Solid thinking, I like this one, Tom. Here, come give 
Tom's mom a hug sweetie." They hugged and Mom went back 
down the stairs. "Dinner's in half and hour, boys," she 
called back from the staircase.

Phil turned back and looked at me with a huge smile. He 
cupped his hands on his chest, like a bra. 

I smiled and nodded. "I know, they're not huge but wow, 
they feel so good when she hugs you. I wish I could see 
them, they must be amazing." 

It's a pity Louise didn't inherit those from her too." Phil 
said. "She'd be a lot less self-conscious about her tits. I 
wish she understood how insanely beautiful she is anyway." 

Dinner was fun, everyone was in a good mood and the 
conversation was brisk. I was amazed how Phil could 
converse about many topics and hold the attention of the 
group. Little did I know I was looking at the future Senior 
Vice-President of a major corporation. His people skills 
were masterful, even at seventeen.

After dinner, we played some board games, one of our nerdy 
family traditions. My parents were okay with television, 
only in moderation. Games, reading, music, they were always 
first and foremost in our household. Phil and I watched 
Star Trek in the basement before calling it a night and 
going upstairs to listen to music.

Now and then we'd glance at each other with knowing looks 
and a smile. I was dying to get naked with Phil again and 
this time I had a fantasy of my own. I wanted to do some 
exploring. I had finally found just the right playmate. I 
was going to satisfy a few of my needs tonight for sure.

Around ten-thirty, Mom called for lights out. I was used to 
it but Phil thought it was pretty early. We called out a 
goodnight to her and then stripped down for the evening. We 
pulled off the top mattress and set it on the floor for 
Phil but he insisted on taking the harder box-spring. We 
were just getting squared away when Mom opened the door to 
remind us it was lights out. She gasped when we both stood 
stark-naked staring at her. Her jaw dropped at the sight of 
Phil's cock. 

"Oh dear, I'm so sorry," she stammered a little. "I had no 
idea you'd both be naked."

"Oh that's okay, Mary," Phil said. "We're very open about 
nudity in my home. Mom and Rachel see me this way all the 
time. I hope I'm not shocking you though? I'll put some 
underwear on, if you want."

"Dear me no. No need, Phil. It's natural and very 
beautiful. You boys are both quite a sight. Please don't 
concern yourself. I'll see you both at breakfast boys," and 
she turned out the light. 

We lay there in the dark for a while until I was sure that 
my parents were in bed.

"Phil, are you still awake," I whispered.

"Yes, what's wrong."

"Nothing, I'm still a little horny from today and I wanted 
to ask you a big favor," I said nervously. 

I was a little afraid to bring on another negative 
reaction. After some thought though, I figured he'd lived 
part of his fantasy already and fulfillment lay ahead for 
him tomorrow. I doubted he'd begrudge me a small request. 
Well, not so small.

"What do you need?" Phil asked.

"I want to examine you," I said, my throat growing hoarse.

"What?" he spoke a little too loudly.

"Shhh, not so loud, my parents might hear.

"Fine," he spoke more softly. "What the hell do you mean?"

"Well, I've looked at myself in the mirror and I've touched 
and felt everything but I've never seen it all up really 
close. I almost hate to admit it but this has been become 
kind of an obsession with me. I wouldn't exactly call it a 
fantasy but I do want this very much. Can I examine you 
closely, everywhere? And I do mean everywhere."

"Wow, I've got to tell you, that's kind of strange. I 
thought you just wanted me to beat you off, but this, hmm. 
Sure, why not, the idea is sinking in now and I kind of 
understand. Can I do you too after, if I want?"

"Sure you can," I'd love that. I never thought about that 
possibility but yes, absolutely."

"Okay, go turn on the lights," he said.

"No, I won't need to, I'll put some clothes at the door to 
block the light and use my headlamp." 

"You really thought this through, didn't you? Go ahead." I 
put on my headlamp as he pulled his covers away. Because I 
was on the lower mattress, I was in a perfect position to 
get started.

"Role over, and spread your legs apart. I'll start with 
your backside." 

He did as I asked. I began by feeling his ass looking at in 
closely. I pried apart his ass cheeks and peeked in between 
them. I was so horny and turned on, the mild smell didn't 
bother me. I was shaking as I climbed onto his level and 
lay between his legs. Phil sighed softly and his breathing 
became deeper. It was obvious he was enjoying it so far. 

With a hand on each cheek, I pried them apart again. My 
little head light illuminated everything in the crack of 
his ass. I could see every minute little detail. His 
sphincter was all puckered and a closer look revealed every 
wrinkle as well as the tiny closed opening. 

"Your breathing is driving me crazy. I can feel your warm 
breath on my balls and in my ass. I've never felt anything 
like it. It feels strange but so erotic." 

I took a chance and gave his bud a little lick. It wasn't 
too bad. I'd seen pictures of guys doing it in his 
magazines. At first it grossed me out but now, I was so 
horny that it just felt like the right thing to do. I 
licked again and then again. Each time I licked a little 
more and much harder.

"Oh geezus fuck, I don't believe this," Phil moaned. "I 
know what you're doing down there, I just can't believe 
you're doing it. Tom, are you sure about this?"

"Want me to stop?

"Hell no, this is your fantasy. Like we all agreed, I'm 
just here to help you get to where you need. Besides, it's 
way more interesting than I thought it would be. Keep 
going." He said softly. "This is good."  

I'd seen so many new things in his magazines. So many 
things that sent my mind reeling at the possibilities. I 
was going to try as many as I could tonight, while I still 
had the chance. 

I licked and licked his ass and even pried at his hole with 
my tongue. Finally, I wormed a finger into his sphincter 
lightly. 

"No, Tom, you're not going in there?"

"Just a little bit," I said. "Haven't you ever done this to 
yourself?" He didn't answer. "Okay, fine, just let me do a 
little bit and tell me when to stop."

I spit on his asshole and wormed my way in softly once 
more. There were more moans from Phil and my finger slipped 
in to the second knuckle. 

"Uhh!" Was the only sound he made. 

I loved how his hole closed so tightly around my finger and 
I pressed it in a little further. I tried to feel around 
and that set him off.

"Enough," he groaned. "Take it out of me. It's not that bad 
but right now it feels too weird. Shit, you're really 
taking me places tonight. What's amazing me is how much I'm 
enjoying all this." 

I removed my finger and cleaned it with a wet-wipe. I slid 
further down between his legs. I checked out his inner 
thighs and ran my fingers and scraped my nails along each 
side and he moaned. 

"That feels amazing. I never knew I was so sensitive there. 

Next, I examined his perineum, the crinkly skin between his 
ass and nutsack. It was an area I knew was sensitive but 
could never see properly. I took my time and examined it 
closely again. Every wrinkle and crease. I caressed it with 
the back of my nails and it had the same effect as his 
inner thighs. I licked it for good measure and his ass 
wiggled in my face.

"This may have sounded crazy in the beginning," Phil said. 
"But I never knew about all these sensitive parts. Keep 
going, this this really great. I can't wait for you to do 
the other side."

"I still have one thing to check out first; two really."

"Phil chuckled. "Oh, lemme guess."

"Spread wider and raise your ass a bit," I asked. "I need 
to get in there."

He shuffled and opened as wide as he could. Then his knees 
moved up, raising his ass by almost a foot. I studied his 
ballsack closely and I stretched out the skin fondling each 
one of his nuts. They were oblong shaped and pretty hefty. 
I licked his sack all over along with his perineum again. 

I took his balls in my mouth, one at a time. I had never 
intended to be so oral but it was all so tempting now. I 
just had to taste everything and feel it in my mouth. I 
made up my mind that I'd lick and taste everything from 
here on. I couldn't wait to try his beautiful cock.

I continued licking him everywhere, expanding my range to 
include the lovely crinkle skin and his ass again. I could 
see his hard cock sticking up from his balls. I snuck my 
hand under him and wrapped it around his shaft. I milked it 
while I sucked, licked and kissed all my new discoveries.

"Aw man you're driving me crazy, I've never felt anything 
like this. You're gonna make me cum soon if you don't 
stop." He spoke a little too loudly and I shushed him 
again.

"Okay, roll over now," I instructed.

He turned and propped himself up on his elbows.

"You want to watch me too, now?" I asked.

"I just wanted to tell you something before you continued," 
he said.

My groin tightened. Was he going to tell me not to blow 
him? God, I was hoping it wasn't that. After everything I'd 
done so far, a little blowjob seemed almost tame.

"What is it?" I asked.

"I just wanted to say that if you're going to blow me, I 
won't freak out on you. This IS your fantasy and it's been 
amazing. Thanks for making me part of it. Do whatever you 
want to me, I trust you all the way now. Try anything, 
except up my ass, for now at least."

I chuckled. "I sure wasn't planning on that but thanks for 
the vote of confidence." I took hold of his hard cock and 
stroked it up and down, slowly. "I am going to suck this 
beautiful thing, I decided that earlier. Aside from fucking 
Louise, I don't think I've ever wanted something more. Does 
that make you nervous about me now?"

"No, not really. If you don't mind, I think I'd like to 
watch you now too," he said. 
"Not any more, I don't. I think I might like that too. 
Somehow, knowing you'll be watching me suck your gorgeous 
cock is turning me on."

I spit on his cock and my hand slid along his shaft until 
the end where my thumb did a few circles around the head. I 
was enjoying our talk about the things I was going to do to 
him. His arousal was obvious and it made me so hot my face 
and ears were burning. 

"I want to take you in my mouth and make you cum, Phil. I 
want to taste your cum and swallow every drop, just like 
Louise did today."

"Gay, bi, I don't give a shit anymore," Phil said as he 
groaned. "I'm so horny I can't stand it. I never believed 
I'd ever say something like this but, I can't wait to suck 
your cock too."

"Fantastic, let's get going then," I said.

I moved back between his legs and licked the other side of 
his ballsack. Again, I took each nut in my mouth and bathed 
it with my tongue.

"Aw man, I can't describe how good that feels. Keep it 
going a while longer, please. It's weird but I really love 
watching you do this to me. It's so fucking hot."

I kept going as he asked, trying different ways to 
stimulate him with my tongue and lips. Finally, I began 
licking up his shaft while I cradled his cock in one hand, 
stroking it now and then for good measure. I lovingly 
licked and kissed its full length, inch by inch. I was 
going to make love to this cock. I never wanted something 
so much in my life.  

I stopped to scrutinize the head and his pisshole, digging 
at it with my tongue. I studied every vein and line along 
his mighty shaft. I took my sweet time thoroughly licking, 
scraping and sucking on his sensitive cock head. I drove 
him crazy, almost to an orgasm. I'd only seen pictures but 
I realized my mouth needed to be a pussy for him to fuck. I 
wanted him to fuck my mouth. I was just hoping I wouldn't 
choke on all of his spunk.

I spit on his cock again and stroked him harder. He pumped 
my hand and I made love to it all over again. I took the 
tip in, followed by as much of him as I could. He groaned 
so deeply it startled me. I bobbed my head slowly but he 
was too far gone for that now. He took hold of my head 
between his hands and fucked my mouth violently. It wasn't 
what I thought we'd do but it sure was taking care of 
business. I gladly went along with anything he wanted, as 
long as he came in my mouth.

The feeling of his spongy thick cock sliding in and out was 
mind-blowing, like nothing I'd ever experienced. I became 
an object, something to be used only for pure pleasure and 
lust. I liked the feeling of near helplessness. Caught up 
in the spiral of someone else's deep, all-consuming 
passion. Faster, faster, deeper, harder, he thrust himself 
into me like a machine now. I began to gag. His cock 
stiffened even more and my mouth filled with his cum. 

I was prepared for the worst but it was the opposite. It 
might have been nerves, the horniness, who knows, but I 
loved his cum. I savored as much as I could before I was 
forced to swallow. I'd eaten my own cum a few times but his 
was better. He finally stopped coming and I continued 
sucking and pumping until he was limp once more. 

Suddenly, I felt like I was falling off a cliff. I was 
literally crashing from all the tension and emotion. I fell 
limp on the bed and Phil rolled me on my back. He swallowed 
my cock, swabbing it with his tongue. In and out of his 
mouth my shaft slid, over and over. The delicious warm 
wetness transported me to a place where nothing else 
mattered. I came too quickly. He gagged and almost pulled 
away but then he regrouped. He finished swallowing and then 
he licked me clean everywhere. At first, he was almost 
frantic but then he slowed, becoming gentler.  

I lay there, totally spent. Phil licked, kissed and sucked 
every tender sensitive part of me, just as I had done to 
him. I was so enthralled, I was almost delirious. He kept 
going and going until I just fell asleep from sheer 
exhaustion. He covered me up and moved over to the mattress 
and we slept until morning. 

At first light, I awoke to see him lying naked and 
uncovered. I smiled to myself, remembering our remarkable 
evening together. I was amazed but what would we be like in 
the cold light of day, I wondered. No matter, I'd been to 
heaven and back and today promised a return trip with 
Louise. I was warm and I kicked my covers off as well. 

Laying back, I heard the door creak open. I closed my eyes 
just enough to look asleep. It was Mom checking in on us. 
Seeing we were asleep, she tiptoed in. I could feel my cock 
hardening so I stirred, pretending to be dreaming. My cock 
grew to full hardness and she drew closer, staring intently 
at me for a long time. She looked Phil over as well, 
bending in very closely. She finally left us leaving the 
door slightly ajar. Hmm, my mom's a bit of a voyeur, I 
thought to myself and smiled. I drifted off again.

I woke later to the sound of my mom calling us to 
breakfast. The smell of bacon, eggs and coffee filled my 
nostrils. I shook Phil's shoulder. He turned and looked at 
me all bleary eyed. I got up and put on some PJs. I went to 
my drawer and tossed him a pair as well.

"Thanks," he croaked. "That will make things easier." He 
looked at me seriously, "Did we really do all that? I 
wasn't dreaming, was I?"

"No you weren't. Thanks for granting me my fantasy."

"Hard to know whose it was now. I think I enjoyed it more 
than you. Are we okay though?"

"You bet we are, and I doubt you enjoyed it more than me. 
Thanks for being there for me. I think we both discovered a 
lot last night."

"That's an under-statement," he chuckled. "Let's go down 
and get some breakfast. I'm starved."

We joined my parents and Louise was already at the table 
eating. "Did you guys sleep well?" she asked. "Stay up late 
talking?"

"No, not much talking," I said. Phil cracked a smile and 
Louise caught it. She too began to smile. 

"What's so funny?" Mom asked. 

"Nothing," Louise said. "Just thinking about a joke Phil 
told me yesterday." 

"Oh? Why don't you share it with all of us Phil?" Mom 
asked. 

Luckily, Phil was the kind of guy who always had a joke up 
his sleeve. He had us all falling off our chairs a minute 
later. 

After breakfast, Mom had to go to work. Dad always dropped 
her off on his way to his Saturday golf date. Phil thanked 
them both for their hospitality before they left. We heard 
the car leave the driveway and we talked in the kitchen a 
while longer.

"So, I guess you two sorted out your differences about 
sex?" Louise said. 

"You could say that," Phil answered. "Tom had a fantasy he 
wanted to fulfill. I was worried at first but we ended up 
having a wonderful night filled with sex. I never imagined 
it could be that way. My mind is open to a whole new world 
of possibilities."

"Holy cow, that good? I'm so happy for you two. Tell me all 
about it. Every sordid little detail."

"What? I don't think so." Phil said.

Louise stood and lifted off her pajama top and tossed it to 
Phil. Then slipped off the bottom half and tossed it to him 
as well. 

"Like what you see?" she said.

Phil nodded and she walked around behind him and leaned 
over his shoulder. Reaching down between his legs, she 
rubbed him through the tented material before setting his 
cock free through the opening. Pulling and stroking it 
lovingly, she whispered in his ear. 

"You know Phil," she said, "you guys are both virgins but 
all that ends today. I'm going to let you fuck me in ways 
you can't imagine. That's a pretty personal thing, isn't 
it? You know, sharing sex secrets is another personal thing 
I love. Want to share some with me? That is, before I 
change your life forever?"

Phil's head fell backward. "Oh god, yes, anything, anything 
you want."

We recounted every intimate detail of our voyage the night 
before. We each jumped in often to tell Louise how it felt 
for us and how the experience had changed us. She sat in 
the chair, mesmerized. Her arm moved slowly as she 
pleasured her pussy and listened. When we finished, the 
look on her face was almost alarming. It was dark and 
intense. Her eyes had lost their color once more. She was 
in a state of absolute arousal.

"So," she stopped to clear her throat a little. "So, I 
guess you two won't mind mixing it up a little today?" She 
asked. 

"How?" I questioned.

"You'll see," she responded. "Both of you have realized 
your fantasies so far. I've only begun to realize mine. 
Luckily for Phil, mine is just a refined version of his. I 
think you'll both enjoy it, though." 

Louise suggested we all adjourn to the master bedroom 
shower, so she could cool off. It was the only one large 
enough for three. 

As we walked through my parents' room, Louise sat on the 
edge of their bed. Phil an I both stopped to look at her.

"I've been thinking guys," Louise said. She saw concern 
written all over our faces. "Oh shit, no, I'm not backing 
out, quite the opposite. We're going to do a lot of good 
stuff today, including one of my favorites, eating my 
pussy. I really love it when a guy eats me out but not when 
he doesn't know what he's doing. I'm going to give you a 
little pussy 101 so you'll both know the basics. It's hard 
to do a lousy job when you know the important stuff."

She parted her legs wide and we both knelt in close. Her 
pussy lips were swollen and deep pink. The inner lips were 
flooded with her juices and she pointed out all the parts 
and how to make them feel good, especially her clit.

"Now this is my little jewel...," she pulled back her little 
pink hood. Her clit popped up like a beautiful pearl set on 
the edge of a lush pink oyster. "This is where guys always 
go wrong. So get this right and you'll always be way ahead 
of the game with any girl. Especially me." 

"Nothing turns a girl off faster than beating up her clit. 
Some girls can take it but not me. Be gentle. Work around 
it. You can suck it, circle it with your tongue or finger. 
You can also just press the top of your tongue against it 
and let me do all the work. Do it right and I'll do 
anything you want in return, anything, promise. Try it now, 
both of you. I wouldn't mind coming before our shower."

I went first. She tasted wonderful and her scent was the 
sweetest perfume. I filled my nostrils over and over. I 
licked all around her lips and she moaned. I worked my way 
up to her clit and delicately circled it with my tongue 
over and over. She was going wild now. 

She eased my head back and pulled Phil's between her legs. 
Phil took broad licks from her ass all the way up to her 
clit. He laid his tongue flat against it and she pumped her 
hips, rubbing her sensitive nubbin against him. She came 
and she grabbed at his head, clawing at his scalp with her 
nails. She flopped back on the bed and laughed.

"Oh that's it boys, you've graduated pussy 101 with flying 
colors. Let's go for that shower now."

We entered the over-sized shower to get all slippery and 
sexy with each other. We each cleaned one another 
meticulously, no hole, or sensitive spot was left 
untouched. Afterward, we made our way to Louise's room. She 
thought my bed would be more like a petri dish by now.

She picked up one of Phil's porno magazines, the one filled 
with MMF pictures. She tossed it onto her bed. "Pick a 
number from 8 to 92," she said to me. 

"Twenty-four," I responded

She looked at Phil and gestured with her eyes, 'next'. 
"Forty-four," he said smiling widely.

"I picked mine last night," she said. "It's sixty-two. So 
the game today is, we open the magazine to each of the 
pages we picked and do whatever's there. If there's more 
than one position, we pick one. Try to hold off coming for 
as long as you can guys. I don't want you both running out 
of cum before we're finished."

"I've got to tell you," Phil said. "When I masturbate, I 
can come three times in a row. Now if you factor in your 
amazing looks, Louise, I'll bet I can go farther than that 
still. You're everything I ever dreamed or fantasized 
about, all rolled into one woman. Don't worry, I think I 
can supply all the cum you want."

"Same here, sis. I never dreamed this would be possible but 
I can really have a lot of orgasms too. I guess those 
nights of frustrated masturbation are finally paying off."

"Geez, I'm not used to this, most guys can only cum a 
couple of times at most. You've peaked my interest though, 
I can't wait to get started," Louise said.

We opened the magazine to page twenty-four. My eyes popped, 
it was a full-page image with the woman on her back and one 
guy doing a sixty-nine on top. The second guy was fucking 
the first guy in the ass.

"I don't suppose you two got around to anal last night, did 
you?" She chuckled. 

"You know, sis. I don't think you realize how quickly 
things have changed for Phil and me. Only yesterday we were 
just horny virgins. This morning, we're different people 
and that includes you. I never imagined you were so sexual 
and so fucking experienced. I'm game for anything and I 
know Phil is too. Just give us a chance to catch up just a 
little. You're way ahead of us."

"Don't fret, Tom, we're all here to learn and enjoy. Yeah, 
I do have a lot more experience but don't let my confidence 
mislead you. Most of what we'll do together is new to me 
too and inside, my guts are shaking too." 

"Now," she continued. "if you don't think you're up to full 
anal yet, we can do this one another day. Or better still, 
we can bend the rules a little. I can be the top in the 
sixty-nine and one of you can fuck me in the ass while the 
other one eats my pussy.

"I like the sound of the second alternative," Phil said. 
"Dibbs on your ass."

"Don't think so, big guy. Not for the first page anyway. I 
want a smaller cock in me to loosen me up before you put 
that log in me. So, Tom, you're my ass man," she laughed. 
She went to her night stand and pulled out some lube. 
"Here." She tossed it to me, "You'll need this for sure, 
I'm pretty tight in the caboose but you'll see."

"Sis, I've got to say this. It looks like you've been 
pretty busy over the years since we were kids. I don't 
recognize you anymore."

"Are you calling me a slut?" She feigned an insult.

"No no no, I wouldn't do that. I'm a virgin, who am I to 
talk, sorry sis." I backed down.

"Well, Tom, up to last year you would have been right. 
Geez, I've fucked so many guys, I've lost count. It all 
lost its meaning for me after a while and I stopped 
altogether. I haven't even looked at a guy sexually in 
almost a year. But I'm falling off the wagon with you two." 

"This is too much fun to pass up. What are the chances I'd 
team up with my cute virgin brother and his hung virgin 
friend. Like I said, too good to pass up and this sex 
genuinely means something to me. I can't wait to fuck both 
your brains out. But I have a feeling you'll both turn the 
tables on me pretty fast. I'm looking forward to that more 
than you can imagine. I think we'll have many more mornings 
like this one." 

"Great, I'll be wherever you want me whenever." Phil said.

"Me too, can we get started, please," I begged.

Phil laid down on the bed and Louise climbed on top of him. 
Right away, she started sucking on his dick and bobbing her 
head up and down. This was new territory for Phil but he 
dove right in licking and sucking on her moist pussy. I 
coated my cock with lube and slowly tried to ease my way 
in. It didn't work.

"Put the head against my asshole and place your thumb 
behind the head. Then press the head in with your thumb and 
press a lot harder until it pops in. After that you should 
know what to do. Don't worry." Louise said.

I did as she said and it worked. The head popped right in. 
It was amazing. I found it fun to feel Phil's asshole 
squeeze my fingertip the night before. This asshole was 
squeezing the bajeezus out of my cock head. I began to push 
in until my cock bent. I pulled back a little and pushed in 
a little farther again. This was unbelievable. She was so 
fucking tight. I couldn't imagine how Phil could fit in 
her. 

I pulled out almost all the way and drizzled more lube on 
my cock. I started fucking her ass for real. What a 
feeling. Below me I could see Phil slurping away and 
Louise's head was bobbing up and down with a steady rhythm. 
All you could hear was squishing, slurping, groans and 
sighs.

We kept at it for a while until I felt I was going to cum. 
I tried to hold back but I just let loose. I heard Louise 
groan. 

"Tom, what did I say?"

"Sorry sis, but shit this was my first time at any of this 
you know. How can you expect me to maintain so much 
control." 

"You're right, I'm sorry. That was stupid of me. Phil, how 
about you, want to come now?"

"Oh yeah, please, I'm going crazy."

Louise smiled and re-doubled her efforts. In no time she 
was swallowing his tasty cum.

We all collapsed on the bed and laughed a little. "That was 
terrific, wasn't it?," Louise said. "Are you guys okay with 
this so far?"

"Are you serious?" Phil said. "This is a dream come true, 
correction, all my dreams come true."

"Well it's not over yet," she said. "Let's see what's on 
page fourty-four."

We opened the magazine again. There were two pictures. One 
was of a woman in a reverse cowgirl on a guy, while the 
other one licked her pussy and his cock. 

In the second shot, the woman was on her back getting 
fucked by a guy standing on the floor. The other guy was on 
the bed, feeding the woman his cock.

"Mmm, I like both of these," Louise said. "But I'd rather 
do the first one, with a twist. I'd like to see a little 
blowjob first before that cock goes into me. Also, Tom 
should fuck me. I know he did my ass first but for a 
similar reason, he should do my pussy first too. Phil, 
you'll stretch me out and Tom won't enjoy his first fuck as 
much if he goes in after you. "Don't worry, page sixty-two 
will make you very happy Phil."

Louise looked down at us, we were both hard again.

"I don't believe it, but I love it. You guys are a horny 
girls dream come true. Let's take these lovely hard cocks 
for another spin." 

I lay down on the bed and Louise straddled my stomach, 
facing toward my feet. 

"Go for it, Phil. Show me what you learned last night." 
Louise said.

Phil lay between my legs and scratched at my inner thighs 
and I wriggled under Louise.

"Ooo, this is nice, a vibrating seat and a show." She 
chuckled.

Phil licked my balls and took each one in his mouth and I 
began to go crazy. I'd felt it all before but this time it 
was so erotic, knowing my sister was watching and cheering 
Phil on. He moved on to my cock and Louise cheered, 
clapping her hands together nervously.

"Oh you just don't know how this turns me on," she said. 
"I've always wanted to watch guys do this. Guys have 
watched me give blowjobs and I enjoyed it but this. This 
kind of turns the tables for me. Makes me feel kind of 
powerful, sexier somehow."

"I think he should stop now," I said. "I'm gonna cum if he 
doesn't."

Louise moved forward and inserted my cock into her. It was 
heaven, warmer than Phil's mouth and softer too. It was 
everything I'd dreamt of and so much more. I began to pump 
instinctively.

"No don't," Louise cautioned. "Just relax and enjoy being 
in me for now. Phil can eat me out and you'll see what 
happens."

Phil moved in and licked her pussy. Louise moaned and I 
felt her pussy contract. 

"Oh fuck, what just happened?"

"That was a contraction. I get them a lot when someone eats 
me out. They're like mini orgasms. She flexed her kegel 
muscles. Her pussy closed on my cock like a clenched fist. 

"Geeez, what's going on again? 

"Those are my kegels, I can do some amazing things to your 
cock while were fucking but that's not for today, you'll 
cum too fast. You can start fucking me now if you're not 
too excited."

She lifted her weight off me and I stabbed my cock upward 
into her. Oh, the joy of it. Nothing quite beats that first 
time in a pussy. The absolute delight of it. The new 
feelings that only get better and better.

Phil was going for a degree in pussy eating. Louise began 
to wriggle around in ecstasy and that only increased my 
stimulation. I came again. My cum oozed out the from around 
my cock.

"What are you doing?" Louise said to Phil. "You're letting 
all that lovely cum go to waste. Take care of it before it 
stains my sheets. I don't want to explain that to my mom."

Phil's mouth darted all around my shaft and her pussy. Both 
of us enjoyed it immensely. Louise especially enjoyed her 
new power over us. Sexual power, nothing stronger over 
teenage boys. He finished cleaning up and Louise ordered me 
to make him cum as well. I happily found his stiff cock and 
made serious love to it. Louise was impressed and laid back 
to watch us intently. All the while, her fingers worked 
feverishly on her wet pussy.  

Phil came in my mouth and I syphoned every tasty drop from 
his now shriveling man meat. Louise came as well. Phil and 
I watched as she blissfully writhed and tossed on the bed. 
When she calmed down, Phil and I flanked her and we all 
cuddled.

"Mmm, this is nice," she said as her hands toyed with both 
our cocks. "You guys are way more than I bargained for. I 
think our little arrangement has a real future. That is 
until you both find girls. When it's time, meaning when I 
think I can live without these cocks in me, I'll help you 
both get laid with some friends' little sisters. I pity 
those girls, though. They'll never know what hit them."

"And what if we... I want to stay with only you?" Phil said. 

"Phil, honey, we'll have sex, lots of it. And we'll keep 
having it for as long as you still want me, I'll never turn 
you away, even if you marry. But I doubt we'll have any 
more of a relationship than that. Who knows though, 
anything is possible. Shall we have a look at page sixty-
two?" She said to end the discussion.

Phil got up and grabbed the magazine. He opened it to the 
page and his eyes popped wide open. He sat on the bed and 
passed it to me.

"Geezus... holy... FUCK, are you sure about this?" I asked.

"Oh yeah, you bet I am. This, boys is my truest dream and 
the completion of my fantasy. I've wanted this for longer 
than I can say. I've just never trusted any guys enough to 
do it to me. They say it's especially fun for the guys 
doing the fucking too."

We all stared at the full page of a guy slumped down on a 
couch, straddled by a girl in a cowgirl position with a 
second guy standing on the floor behind her, fucking her 
ass at the same time." 

"Double penetration," Louise said. "My top fantasy. Feel 
like giving it to me? Phil, this time it's your choice, 
front or back?"

"Oh, front for sure." He said without the slightest 
hesitation."

"Good," Louise said, "says a lot about your feelings for 
me."

"Not nearly enough," Phil said. "But I'll take anything 
that makes you feel loved."

"Damn, you really are a silver-tongued devil. Even down at 
my pussy." She smiled at him and winked.

Phil slid to the edge of the bed and waited. Louise laughed 
at him and climbed aboard. I guided his cock into her and 
he immediately started stabbing at her.

"Whoa, whoa, slow down buckaroo," Louise said. "This is way 
trickier that you think. Let Tom get in first and let him 
get lubed and moving. After that, you'll both need to find 
your timing. One in at a time. One goes in as the other 
comes out. Both of you in me at the same time could hurt, 
even do damage. So, be careful. Once you get it right 
there'll be a couple of nice surprises for you."

I inserted myself in her ass again and got moving much 
faster this time.

"Ooo, that's it, Tom. Now you, Phil. After a few false 
starts and a lot of clumsiness, we got it down. Right away 
we both got it, we could feel each other inside of her. 
Each time we'd pass each other our cocks rubbed through the 
thin membrane separating us. The three of us moaned, 
especially Louise. She was literally in a trance. Phil and 
I had cum twice each and our staying power was now 
seriously increased.

"That's it boys, do me. Oh, damn it, I've waited so long to 
try this. You two are my heroes, my fucking heroes."

"You said a couple of surprises," I asked. "What's number 
two?"

"This," she said and she began alternating between flexing 
her kegels and her sphincter.

The effect was instant. Maybe our staying power had 
improved but not against this new development.

"Geezuz fuck, your gonna make me cum," Phil groaned.

"Me too," I whined.

She stopped. "No problem, now I know I can finish you both 
off at the same time when this starts to hurt."

We kept on for what seemed like half-hour but was probably 
ten minutes or so. Our senses and emotions were all in 
hyper-drive now as we picked up pace, as one. Louise soon 
began feeling some pain and she switched on the fireworks. 
Phil and I hit the roof fast and seconds later we both 
came. Our cum puddled up under Phil and we both withdrew 
from Louise. Rolling off Phil, she lay on her back, her 
long slender legs were still bent and she couldn't quite 
let them down. 

I knew she would be upset with the cum stain, so I went 
into our shared washroom and got a wet towel. Her legs 
slowly dropped down and she looked to be in some pain.

"Are you all right, love?" Phil asked

"Mm, love, I like that. Yeah, it kind of hurts in a good 
way though, really sore. I'll be fine by tonight but the 
funhouse is closed for now," she got a little chuckle out.

We cuddled, kissed and talked for another hour before 
cleaning up the evidence. Mom and Dad came home later that 
afternoon, just in time to see a very bedraggled Phil go 
out the door. He slept over for four more weekends and each 
Saturday morning was like the sexual Olympics. 

In between those times, Louise provided me with lots of 
private tutoring. Whenever my folks weren't around and late 
most nights, we made love and she taught me everything she 
knew. We sure appreciated our adjoining bathroom now. We 
could easily slip into each other's bed, take showers 
together or just have a quickie whenever we wanted. 

Mom soon became suspicious though and we had to lay low for 
a while but that's all in Chapter Two.


**********

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Mixing_Things_Up_Chpt_1_revised