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From: "Paul II +<:-)" <paul2@slip.net>
Newsgroups: alt.sex.stories
Subject: Fashion by Deirdre mf, ff, infidelity
Date: Fri, 08 Nov 1996 05:48:35 -0800
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   I was inspired to write this story after reading a story posted
from the TG archives. The story, I believe called *Vicki*, was
*not* transgender, but told the story of a man who worked with a
woman who was less-than- attractive. After she transformed into a
beautiful woman they had an affair. I liked it (even with its
little fetish that qualified it for the archives) but it got me
thinking about whether such a story could avoid copping out by
making the woman somehow turn (physically) beautiful along the way.
-- deirdre

   Permission granted to archive, repost, or publish in low-cost
CD-ROM archives of alt groups. Permission granted to publish in
anthologies of this type of material if attributed to deirdre and
an author's payment is sent to AIDS research in the name of
deirdre. -- deirdre

                         * * * * * * * *
                     Fashion by deirdre, 11/5/94

   "Who was that?"

   "Who do you mean?" Martha returned just a little too innocently.
She knew exactly who I meant.

   "That woman you were with at Reed's." At lunch.

   "Oh, you mean Faith." I saw Martha hiding a smile. "Did you find
her attractive?"

   This *Faith* was unbelievable! She had to be a model or movie
star or something. If she wanted to be.

   "If you want a date with her, you'll have to be *nice* to me."
Martha answered with a smirk.

   "Like *you* could get her to go out with me."

   "Oh, you think I couldn't?"

   I caught the look on Martha's face and paused a second. Martha
certainly is one for a challenge. I thought for another second,
then said: "You think *she* would go out with *me*?"

   "Sure, since you're a friend of mine." Then she told me she'd
let me know when she had it set up. She ruined my whole night--I
didn't get anything done wondering whether she might succeed.

   And that is how I came to meet Faith. "So you work with Martha?"
I was still in something of a trance. There was Faith, sitting
across the restaurant table from me. Martha had done everything she
promised and presented me with a *blind* date.

   "Oh, yes. She joined the firm three years ago," I answered.

   "She says your a nice guy."

   I watched her closely--*should* I be a nice guy? "I suppose she
doesn't know *everything* there is to know about me."

   She giggled. "OK, what secrets do you keep from her?"

   "Only my evil side."

   "And are you going to keep it from *me* too?"

   "You'd better watch out for my evil side. I may not succeed in
keeping it check." I watched her as she sparred with me. She was so
beautiful. I *loved* this.

   And you might think it couldn't work out, that I'd find out by
the end of the second date that I couldn't stand her. Or that *she*
wouldn't even *give* me another date. But we were living together
in three weeks and two months later we were married.

   God she was beautiful. In her bikini on the beach in Hawaii
where we spent our honeymoon. Back in the hotel room, covered only
by her tan.  Flying through the valley on the tour, dressed in her
shorts and halter. I was ready to quit and move to Honolulu just to
see her like that every day.  But she was just as beautiful back
home and I still found myself living for the moment we met after
work each evening.

   "Yep, this is where he first saw you," Martha and I had gone to
Reed's at lunch to meet Faith. She'd never heard the story of how
I'd seen her. She looked amused.

   "Stricken by a strange woman? And Martha told me the blind date
was *her* idea!"

   "Caught! Well, I guess we'd better get divorced and get on with
our lives," I offered.

   "Nope, you're stuck with me." Then she turned to Martha: "but
*you* I'll never forgive!" I watched them as Martha took the hit
and answered in kind. I remembered that conversation I'd had with
Martha right after I'd first seen Faith and how I never would have
believed back then that I'd now be sitting beside Faith like this.
Faith tended to do that to me: make me float away in a sense of
wonder. When I finally came to my senses again, I realized they
were talking movies.

   "No, I saw it with my sister," Faith was saying.

   "How was it?" responded Martha.

   "Great! You've *got* to see it!"

   "Well I'm going *tonight* even if I have to go alone." Going to
a movie alone. I'd done it, but not in a long time--certainly not
since I met Faith.  I looked at Martha. She didn't date too much as
far as I knew--in fact, she'd never mentioned anything about her
dates.

   "Honey, why don't *you* go with Martha?" She turned to Martha,
"he's been wondering what to do since I already saw it. You'll go
with him, won't you?" Martha looked at me warily to see how I was
reacting. It seemed like a good plan though I was surprised that
Faith brought it up.  Faith tended to be possessive. Well, since
Faith was happy and Martha looked like she wasn't sure what to say,
I gave her a little smile and nod.

   "Are you sure you trust me?" offered Martha. I looked for a
trace of humor in her face and wasn't sure I found it.

   Faith giggled. "Oh, I do believe I've got him sufficiently
bedazzled."

   So it was set I picked Martha up at 8:30. But when we reached
the theatre after driving across town, I realized we were in
trouble.

   "Looks like we should have come earlier," offered Martha.

   "I guess they have a hit on their hands. We're in for a wait."
We drove by the front of the cineplex, following the line down the
sidewalk, which went around the corner.

   "You know, I'm not sure I'm up for this," said Martha. Echoing
my thoughts. "I wanted so badly to see it tonight, but after the
wait, the theatre is going to be packed. *If* we get in..."

   "I was thinking the same thing. There'll be other times," I
offered. We started back and were inspired to stop for a drink on
the way.

   "Disappointed?" I asked.

   "I missed out on my date," said Martha.

   "Oh, I think you can spare this one," I replied.

   "There's where you're wrong," she offered. Oops! I was beginning
to tread on dangerous ground here--maybe she didn't *get* many
dates! I found myself looking at her as I grasped for the right
phrase. She was a little tall, not really slender but not
overweight by any means. She was basically flat on top and her hips
and thighs were a little too wide. It was like her lower half
didn't quite fit with her upper half. She had a receding chin and
her nose was just a little too long. I thought maybe she should be
doing something to her hair instead of letting it just hang down to
her shoulders--it was so straight and such an average brown color.

   "Got no answer for that?" she grinned. I felt I was in trouble
for having been struck speechless, but she was good natured about
it. "This is my *first* date," she declared, still grinning.

   "No!" It came out before I had a chance to control myself. Well,
there is no right thing you can say to such a declaration. "Stop
pulling my leg."  Was that a recovery?

   "Look, we can be frank. I can take it. I have to. I don't get
asked out."

   We'd been friends for a long time and Martha was always good to
me. I wanted badly to say the right thing. "Guys are crazy. They
don't know you."

   "Listen, I'm used to it. It doesn't even *occur* to guys to ask
me out, even when they know me."

   "Well, you're not missing much if they can't see the real you."

   "Sex."

   "What?"

   "I'm missing sex."

   "You're a virgin?"

   "Yes." Oops, gaff alert: I was sounding too surprised. Was I
implying she was a failure?

   "Saving yourself."

   "Bull! Well, saving myself for someone I can stand to be in the
same room with."

   "You've had offers?" I wasn't watching my tongue!

   "A couple. Well, the first guy had been retired for some
years..."

   "I *mean* it. Guys just don't *know* you. If a guy got to know
you like *I* do..."

   "They'd marry Faith." I stared at her, speechless. Her point had
struck home. And it occurred to me: had Martha been interested in
*me*? She laughed mirthlessly, then offered: "I'm sorry, that
wasn't fair."

   "It probably *was*," I answered. I felt about two inches tall.
I have to admit I'd never even given a moment's thought to going
out with Martha even though she's as interesting and nice as any
woman I'd ever met.

   "Enough on *that* subject," said Martha, finally. "I'm resigned
to my chaste life."

   "You aren't so unlucky as you realize: sex really isn't all it's
cracked up to be."

   "So you don't *really* enjoy it?"

   "Well, I'm a *guy*."

   She got this look on her face. And I *knew* I'd treaded on her
feminist sensibilities. "What's *that* supposed to mean?"

   "Guys become idiots over sex."

   "And girls?"

   "There are girls... women who love sex, but there are women who
are happy without it."

   "Maybe they just haven't had the chance." Her voice was a little
weaker and she was looking off in the distance. "Maybe they burn
for it just like the guys do." I felt we were getting a little
*too* personal but it also occurred to me that she was offering me
a level honesty that one rarely encounters. I'd liked Martha ever
since she started with the firm and something inside me was happy
that she was offering me friendship this close. Martha and I had
certainly talked over some of *my* problems before and once when
she'd been upset, I'd listened to a long story about her mother.
The truth of the matter is, I don't really have what you would call
intimate friends--I'd never even had a talk like this with Faith.
As I watched her, Martha seemed to find herself and looked at me
and smiled a shy smile. "What *really* galls me," she went on, "is
how people like Faith are so sure I represent no danger."

   "Oh, come now. We're all friends."

   "You didn't hear the way she laughed when I asked her if she
trusted me?"

   "She took it as a *joke* because you two are friends!" I
wondered whether Martha was just a little twisted on this subject.

   "Oh yea? Would she blithely send you out with one of her more
attractive friends?" I opened my mouth to answer, but suddenly I
couldn't. She went on: "Weren't you at all surprised when she
suggested the whole thing?"  The look in her eye--she was riled up
now. I still couldn't make myself answer. "The *Faiths* of the
world have me pegged. Any man is safe with me."

   I looked at her. Still riled up. Frustrated her whole life and
hurting inside because of how she is treated. "We could prove her
wrong." I'd said it in a quiet voice. The drink was getting to me,
that's all I can think of.

   She stared at me. I realized her eyes were close to tears. "I
didn't think you'd make it into a joke," she finally said, equally
quiet.

   "It *wasn't* a joke."

   "You could *stand* me? You could cheat on Faith?"

   "I *told* you that men just have to know you. And as you pointed
out, Faith was less than nice to you."

   "I wish you knew how... how much you're tempting my baser
instincts."  She looked a little off balance.

   "I *mean* it." I tried to show her that I was deadly serious.

   "What do they call it? A *mercy fuck*?"

   I gulped. "Such language!" I said. She grinned briefly. I went
on: "Look, we've been friends for longer than I've known Faith and
we could do something for each other. You find me more attractive
than that old man, don't you?"

   "Do you find *me* attractive?"

   "Yes." I wondered if it were true.

   She looked thoughtful. "Stop it," she finally said, quietly but
firmly. She didn't believe me.

   "You could let me prove it."

   I glanced at Martha as we drove to her apartment. I couldn't
believe I'd finally convinced her. And I realized I was looking
forward to it. *Really* looking forward to it--in fact, I was
already excited. I wondered what she was thinking. I caught a
glimpse of her face--I thought I caught a little smile.
Satisfaction, I hoped. I wanted this to be good for her.

   Why was I responding like this? The illicitness? Who would have
thought I could so calmly think of cheating on Faith? But there was
something else that was also exciting me. That I was taking
advantage of Martha?  No, but something too close to that for
comfort. I guess I can't completely shake my stone-age roots. I
thought of her smile again. Maybe she was taking advantage of me!
That was OK with me--she *deserved* some self-esteem and I wanted
the best for her.

   The lights were off and we were in her bedroom. I guess she was
shy. We sat on the bed and I kissed her. She obviously loved it and
we continued for quite some time. My eyes had adjusted and I could
see her quite well.  I started taking off her blouse. I felt the
tension in her, but then suddenly she started unbuttoning the
buttons herself. She sat there in her bra. I reached around to
unhook it. "Are you ready?" I asked.

   "Yes," she answered, her eyes locked on mine. I could tell from
her voice that it was all right. I unhooked it. Throughout my
movements unhooking it, her eyes followed mine, locked on mine. I
looked down at her chest.  She giggled and said "Like a boy!"

   I put an arm around her back holding her and put my other hand
on her stomach, sliding it up toward her breasts. I was very much
aware of her naked skin in the dim light. She sat there not moving
still looking up at me with an almost-strange, calm expression. I
felt things were so serious. My hand reached her right nipple and
I started to play with it, fingering it, encircling it and running
my fingers across it. As I looked at her, I saw her breaths grow
deeper. "Do you like this?" I asked, breaking the silence.

   "Yes!" Her voice was soft and breathy. I didn't stop playing
with her nipples, though I moved over to her other nipple briefly.
Then, still fingering her, I leaned my head down and resumed
kissing her. Soon she sort of groaned while we were kissing and
then broke the kiss, gasping for breath. I gently leaned her body
back until she was lying on the bed and I leaned over and kissed
her nipple. She was immediately groaning as I flicked it with my
tongue as I sucked. Her excitement grew and I continued--soon I
could tell she was about to come. Her breathing suddenly picked up
faster and faster, then suddenly she held her breath and made a
sound like a little whimper. I didn't stop until she caught her
breath again, then I softly fingered her nipple and lay next to
her. I realized she had been touching her crotch through her jeans
when she was coming. I whispered in her ear "You're beautiful."

   I was immediately afraid I might have said the wrong thing.
Would she think I was just trying to seduce her? Or just being
nice? I'd honestly forgotten that I was with someone who didn't fit
society's norm for female beauty. I had simply been reacting to the
experience of making love with her. She didn't say anything, but
just lay there, obviously trying to recover her normal breathing.
Finally she turned to me. I could see in the dim light that she was
smiling. "Thank you, even though it wasn't anything for you."

   "Martha!" I hissed. "You don't realize..." I didn't finish but
rather took hold of her hand and pressed it against my own crotch
so she could feel my hardness.

   "What's that? Oops, why am I saying that? I sound so stupid."

   "That's what I'm feeling for you besides friendship." Her hand
just sat there cupping my cock through my pants. She still looked
at me, now a wondering expression on her face.

   She spoke: "Can I... undress you?" I felt her squeezing my cock
slightly.  Virgin or not, I was definitely finding her more and
more interesting.  When I didn't answer right away, she started
unbuttoning my shirt.

   "Are you *sure* this is your first time?" I finally asked.

   She giggled. "Afraid you're getting used goods?" She had my
shirt unbuttoned and my pants unsnapped. Her hand snaked inside my
briefs and took hold of my cock.

   "You seem to know what you're doing. And where is that virginal
modesty?"

   "Listen, I'm not going to let opportunity pass me by." Still
that low self- esteem. She just held my cock inside my briefs, not
moving her hand but even so, I started worrying about coming too
quickly. I sat up and pulled off my shirt, then my pants and
briefs. "A naked man in my bed," she said with a little giggle,
still holding my cock as I lay down again.

   "What are you going to do with him?" I asked.

   Suddenly she was undoing her jeans and sliding them off. Then
came her panties. As soon as she was naked, I took hold of her head
and kissed her again, wrapping my leg around her body, pulling our
bodies together. We kissed, just feeling our naked skin touching.
Finally she pulled away from our kiss though I still had her locked
in my arms. She leaned toward my ear and whispered "I want to do it
now."

   I still remember the expression on her face, the mixture of fear
and anticipation as I lay over her, trying my best to be gentle.
After the worst of her pain, we mostly lay there, holding each
other, me inside of her. I was so afraid of hurting her, she
finally sounded annoyed at my continually asking if she were all
right. Then suddenly we were concerned about the time and the
lights were on, Martha was in a robe and I was rushing through a
quick shower. I left her at her front door with a kiss, standing
there in her robe, watching me go.

   Faith didn't ask about the movie, but I was surprised at how
willing to lie I felt. Why didn't I feel the guilt I should be
feeling? All I could think of was the way she treated Martha.

   The next day at work, I was uptight about talking to Martha. She
must have sensed it immediately because after about two words in
the hall, she marched into my office, dragging me with her and shut
the door. "I'm *not* going to let last night ruin our friendship!"
she said in a no- nonsense voice. "Now *you* have got to talk to
me!"

   "Yes M'am." She hit me. Well, a light hit.

   Then she laughed. "Well, that's a start. Don't you *dare* go all
scared on me. We're *not* going to do it again, no matter what."

   "One more time." When I said it, I couldn't believe my own
voice.

   "What?!"

   "We have to do it one more time. You were supposed to get the
experience of sex and you can't count the first time." I hadn't
realized I'd had this idea until it came out of my mouth. She
grinned.

   "Feeding a line to your inexperienced... mistress?"

   "Inexperienced, my ass. You've got natural talent." I loved the
unguarded smile that brought to her face.

   "So you've got another rendezvous planned?"

   "In fact, Faith is going shopping with her sister Saturday
morning."

   "A mistress has to take what she can get."

   "Mistress! I've got *another* word for *you*. So you're up for
it?"

   Yes, I drove like crazy over to Martha's as soon as Faith was
gone and she met me at the door, grinning from ear to ear. She drew
me into her bedroom in which the shades were pulled to the point of
near-darkness and she attacked me, pulling me into a kiss. We
stopped long enough to lay on her bed and then continued for
several minutes. Then she stopped and put her hand on my crotch,
finding my cock in the same state it had been last time. Then she
was undressing me. I didn't let her get the advantage on me and
started undressing her at the same time. I got a better look at
her, or at least a different look in the daylight that was barely
seeping around the shades. She was still grinning from ear to ear
and no longer seemed a bit shy about how visible her body was.

   "Can I try it on top?" she asked. An *amazing* natural talent.
I couldn't talk her out of it--seems she'd heard or read that it
worked out well for women. Then when we actually got started, I was
in absolute awe at the way she went wild, bouncing up and down,
sliding up and down my cock.  I'd never had anything like it in my
life. It was clear to me that she *loved* sex and I was surprised
at how much effect it had on me that she was loving it so much.
Back home that afternoon, I couldn't get my mind off the way it had
been with her. Monday at work, it was hard not to grin at her as we
talked. She came by at lunch time and suggested we go out.  That
was usual but despite our vow to remain friends, I immediately
wondered how we would talk through lunch, having had such a
relationship.

   "I see you going icky again," she declared. She knew me too
well.  Suddenly I reached out to her shoulders, drew her to me and
kissed her.  She kissed me back for a minute, then broke away and
said quietly "Don't do this! We're *not* going to do this!" Her
body was pressed to mine in my arms and the hardness of my cock
pressed into her. No, we didn't actually do it during lunch hour
that day but she came again from my fingering and kissing her
nipples. I held her as she came back down from her heights as we
sat on the edge of my desk.

   "I'm going to have to learn to suck you off if we're going to
have quickies," she said. I stared at her and she laughed at me.
She *did* learn it too, and soon we were spending our lunch-hours
in my office when we weren't invited out with one group or another
and I was stopping at her apartment sometimes on the way home. She
was unbelievable, the way she loved sex. So eager to try different
things. I'd started eating her out and she went crazy over that. It
was such a trip to be able to please a woman so much.

   Then she surprised me again: she wanted me to buy her a sex
magazine!  When I asked her why, she said she'd had the opportunity
to read some of one in college and she'd always wanted to read
more. I realized she meant a magazine of letters. She said since
they are mostly marketed to men, they basically demonstrate what
turns men on and she wanted to know that. I told her that for any
given man, for any given magazine, she'd surely run across letters
that did nothing for him or even turned him off.  But she was
adamant and I finally brought her a couple.

   "Well, what did you think?" I asked the next time I saw her.

   "About what?"

   "The magazines?"

   "Do you *really* like that stuff? In the letters?"

   "Not all of it. I can guarantee you *that*."

   "Well, I know at least *one* thing you'd like."

   "What's that?"

   "A threesome." I stared at her. Yes, she'd managed to pick up
something about men in those magazines. "With another woman," she
went on. I didn't answer. "Well?" she finally answered.

   "The idea certainly has it's appeal," I offered. She laughed at
me. Then she waited, I guess waiting for me to go on. I remained
quiet.

   "Well, you want one?" she finally asked.

   "You're offering to have a threesome?"

   "Would you like it?" She was going to make me declare myself:
"Come on: yes or no."

   "Well, since you ask, yes."

   "OK--I'll see what I can do." She was offering to set up a
threesome?

   "With who?" Did she mean with Faith?

   "Like I said, I'll see what I can set up." Despite the
temptation, I wasn't quite comfortable with this--was she going to
be telling women that I wanted this?

   Another thought occurred to me: "Do *you* want a threesome?"

   "I think it would be fun."

   "Are you attracted to women?"

   "Well, not really."

   "A little bit?"

   "I guess so. I just love to see you turned on."

   That was certainly beyond the call of duty. "We don't *have* to
do this."

   "We're *going* to." She sounded determined and I knew it would
be useless to try to change her mind.

   "Do you have someone in mind?"

   "Not exactly. I'm going to ask Joyce if she knows anyone who
might be interested." Joyce was a friend of Martha's who I'd met a
couple of times.  Martha had told me she was Lesbian.

   "You think she knows anyone interested in men?"

   "She knows *me*."

   "You know what I mean."

   "Do you have a better idea?" I didn't. The next day, Martha was
in my office first thing and shut the door. "I've got someone."

   I sat there for a second trying to figure out what she was
talking about.  But she got impatient and added: "For our
threesome."

   "You work quickly. Uh, have you met the woman?"

   "Yes. So have you." *That* was intriguing.

   "Who?"

   "Joyce!" She grinned. I stared at her. Joyce had been living
with a woman for as long as I'd known her.

   "Joyce wanted to do it herself?"

   "Yes!"

   "So she has a thing for men!"

   "I believe not." I looked at Martha. So she sensed that Joyce
was interested in *her*.

   "I guess they'll jump at the chance to get at another woman."

   Martha had a shocked look on her face. I watched it turn to
anger. "You mean the way *you* did?" she asked in a phony-sweet
voice.

   "But..." I groped for words. She must have meant that I was
doing the same thing, cheating on Faith.

   "Or maybe Lesbian people sometimes let themselves be drawn into
tangled relationships--just like us straight people."

   "Look, I didn't *mean* anything." But she left, still angry. She
was back at lunch-time but made a show of her displeasure even
while she accompanied me (that day we were actually going out to
lunch together).  She thawed out as we talked over lunch. After she
*told* me she wasn't going to hear anything like *that* from me
again, she happily went into discussing when we might arrange time
for our threesome. I considered *working late* one evening or we
could try to wait until Faith had something on with her sister. We
decided we'd probably do the former since we might have to pick an
evening good for Joyce. Back at the office, Martha called Joyce and
we set up a tentative time.

   I was indeed going to tell Faith that I had to work late one
evening and would get a quick bite to eat for myself. It was
actually going to be an early *date* at Martha's so I could be home
around 8:30 or 9. I was distracted all day thinking about it. Joyce
was decent looking--she had more of a figure than Martha. Yes, her
hair was fairly short. I wondered whether Joyce *did* have any
interest in me. It would be much better with a woman who did. And
if Martha honestly had no interest in women, then how was this
going to work out? But even so, I felt anticipation for the whole
thing.

   That evening I told Faith that the following evening I had to
work late. It made me much more nervous than usual, probably
because it was the first time I'd lied to get out of the
house--usually Martha and I waited for Faith's nights out.

   The next morning, Martha was in my office again first thing.
*She* looked excited. "Are you ready?" she asked, grinning.

   "Look at you! I thought you said you didn't like women."

   "You think I don't love to see *you* get off?" I wasn't sure
whether to believe her or not. It was true that she *did* seem to
take a lot of interest in my pleasure--as well as her own. She was
back at lunch time and wanted to suck me off. The idea was
appealing, but I thought it would be better later if we waited. She
didn't seem to believe me but we went to lunch instead. We hardly
talked--we both were probably grinning too much.

   After I followed her to her apartment after work, she brought
out a bottle of wine and three glasses. Joyce showed up at her door
in a few minutes and was acting more shy that I'd ever seen her. We
sat down and drank the wine, Martha doing most of the talking. She
talked about this and that, and I figured she was just trying to
keep things comfortable.

   "OK," she finally said, "It's time." Just like that. She had
this mysterious little smile on her face. Then she got up and
walked over to Joyce. She looked down at Joyce who looked up at her
with a trance-like expression. Then Martha bent down and kissed her
on the lips.  Joyce just sat there, her eyes closed, letting Martha
kiss her. Martha broke the kiss, pulled on her hand til she stood
and drew her towards the bedroom. She smiled at me as she walked
by, signalling me to follow. By the time I was in the bedroom, they
were lying on the bed, kissing. Joyce was taking the lead now,
Martha on her back and Joyce leaning over her. She started
unbuttoning Martha's blouse as she kissed her. I looked for a place
to sit or lie down and felt a little silly just standing there.
Joyce noticed this and got them both to move a little more to one
side of the bed so there was room for me to lie down on the other
side of Martha. She didn't resume her kiss, but smiled at me as she
lay there propped on one elbow and continued undressing Martha.
Martha responded by starting to unbutton Joyce's blouse. "Get
undressed, Honey," she said to me.

   Believe it or not, I felt funny about undressing. I watched as
she got Joyce's blouse open and reached around to unhook her bra.
Feeling they wouldn't like me just watching them while I was still
dressed, I finally started unbuttoning my own shirt. Joyce sat up
long enough to get her shirt and bra all the way off, then lay
down. Yes, her body *was* very nice. Then she pulled on Martha's
head, toward her own breast.

   Martha was on her side, facing Joyce and I undressed her from
behind.  Joyce was breathing harder and harder and Martha simply
continued to suck. I saw her hand holding Martha's head as she came
closer and closer to climax.

   "Yes! Yes!" she said, her eyes closed as she continued to pull
Martha's head against her breast. Martha had her arm over Joyce's
side, but otherwise hadn't done anything but suck. I was down to
just my briefs and started pulling Martha's pants off. Joyce came,
her body stiff, her face looking strained and her eyes still
closed. Then she slumped down on the bed and lay there for about
fifteen seconds, then immediately was up helping me pull Martha's
clothes off. As soon as they were off, she had her lips on Martha's
nipple and her hand on Martha's crotch. Her fingers were moving
very slowly but her tongue was darting. Martha lay on her back.
She'd lost control of her breathing almost immediately and looked
at me in an expression of complete distraction. I leaned over and
kissed her but her mouth never closed. I drew away and caught a
hint of a smile as she continued breathing out of control--she
wanted me to keep trying to kiss her. I pushed my tongue into her
open mouth and ran it behind her upper teeth. She groaned,
breathing still faster. I stopped trying to kiss her on the lips
once again and lay next to her and kissed up and down the side of
her face. She came.

   Joyce sat up and looked at her. She looked like the cat who had
swallowed the canary. Martha just lay there, recovering--she didn't
sit up in any 15 seconds. When she was almost recovered, Joyce said
"Turn over." She wriggled over, laying on her stomach. I realized
that she was the only one completely undressed: Joyce still had her
pants on and I still had my briefs on. I thought about taking them
off, but still felt a little shy about it.

   Joyce started massaging Martha's rear. I was intrigued. "Do you
like her rear?" I asked.

   "Oh, yes," replied Joyce, not taking her eyes off Martha. She
sat there with both hands on Martha's rear cheeks. She patted one
a couple of times.  I wondered whether she was trying to pat a
little harder and harder to see if Martha liked having them
slapped. Then she started running one finger down the crack.

   "Oh, you nasty girl," said Martha, smiling, and got up on her
elbows and looked back over her shoulder.

   "That's me!" said Joyce. She put one hand between Martha's legs
and the other with fingers in the crack of her behind.

   "Oh god, you wicked, wicked girl," said Martha in a breathier
voice. Then she turned to me. "Come here," she said. I lay down on
my elbows so my face was even with hers. "Get your body up here and
get those things off," she said.

   I finished undressing and followed her nods until I was sitting
at the head of the bed with her head between my legs. I realized
she wanted my cock in her mouth and I obliged her. She took it in
as far as she usually does (no, she can't deep-throat) and held it
there. I watched Joyce continue to work on her rear--she seemed
entranced with the job she was doing.  Martha pulled her mouth off
my cock, immediately short of breath. She attempted to catch up her
breathing, then took my cock in her mouth again.  Then she was
bobbing her head as fast as she could--I couldn't believe how she
could do it in that position. She had almost brought me off when
she pulled off and gasped and came--then she immediately twisted
away from Joyce onto her side, grasped my cock with both hands, put
her mouth over it and started bobbing again. I came almost
immediately, and I tell you it was something! Yes, sex with Martha
was always good, but this was out of this world.

   I sat there leaning against the headboard, trying to catch my
breath, and realized that they were both sitting on the bed. Martha
was pulling off the rest of Joyce's clothes and she was naked soon.
Joyce started kissing her as they sat there. Martha pulled away and
stood up and Joyce looked up at her. Joyce smiled up at Martha and
said "I want to *lick* you."

   Martha stood there with her hands on her hips and her legs
slightly apart.  Then she turned around so her rear was towards us
and stood in the same position, looking at us over her shoulder.
"You like my body?" she asked Joyce.

   "Oh god yes!"

   Martha sat down on the bed again, opposite Joyce. She looked at
Joyce.  "Why don't you suck him?"

   Joyce glanced at me, then looked back to Martha, "I'd rather
not."

   "I want you to."

   Joyce looked a little frightened. "Please," she said in a low
voice, "you said we didn't have to do anything we didn't feel
like."

   "I know," said Martha. After a little while she added, "then
take his cock.  In your hand." Joyce didn't answer but just sat
there. "Just for a little while," added Martha. She swung her legs
onto the bed and took Joyce's hand. She pulled on it towards me.
Joyce moved closer and Martha put her hand on my cock, wrapping her
fingers around it, then left it on my cock alone. After a few
seconds she said "Squeeze it." When Joyce didn't, she put her hand
over Joyce's again and squeezed her hand over my cock for a few
seconds. Then she withdrew her own hand and said "Now you."

   Joyce suddenly withdrew her hand and stood up. She looked at us.
"I... I'd better be going..." she said uncertainly.

   "Are you sure?" asked Martha.

   "Yes. I'm sorry."

   "No, *please* stay," returned Martha. Joyce was finding her
clothes and started to pull on her panties. "Please?" Martha
continued. Joyce continued to dress. "Please, I *want* you to," she
begged.

   "I've got to go."

   "No, *wait*!... you could just watch us."

   "Please don't do this!"

   "Stop for a minute! Please listen to me," said Martha. She
looked really disturbed. Joyce froze and looked at her. Martha went
on, "Would you like to see him do my rear?"

   Joyce looked surprised. "You two do *that*?"

   "No," came Martha's reply. Joyce looked at us, frozen. She
didn't move a muscle. Martha got up and went to her nightstand and
came back with K.Y. Jelly. She pulled a pillow into the middle of
the bed and lay over it face down so her rear was propped up and
started putting K.Y. Jelly into her rear. I stared. So did Joyce,
just standing there. Martha looked at me as she applied it, arching
her back to get her head up. Then she handed the jelly to me and
put her arms down and lay her head sideways on them.  There she
was, her rear up on the pillow, waiting. No one said a word and we
all stayed like that for at least a minute.

   Finally I moved. I crawled over behind Martha and lubricated my
fingers with the jelly. I put my fingers on the crack of her rear
and started working one finger in. Still nobody made a sound.
Martha just lay there, her head sideways on her arms. Her eyes were
closed. I got a finger in and worked it a little and started
another. Joyce still stood there like a statue, dressed, ready to
leave, but not leaving. Another finger. I pushed, to help her open.
She pushed back against my hand just a little. She was doing good.
I took my fingers out and positioned my body over hers. I guided my
cock and aimed. Still no one had said a thing. I pushed. I tried to
be gentle. Pressed, farther and farther. I glanced at Joyce--she
was still dressed but had a right hand on her left breast. Then I
was resting my weight on Martha's rear--I was all the way in! I
started slowly working it a little. I heard a quiet "Oh!" from
Martha, then nothing again.  I continued, picking up speed. Martha
was completely quiet. She *did* push her rear up to meet me. The
sound of our skin slapping together along with the rustling of the
bed was the only sound.

   Then I came. I was exhausted--I lay on Martha. She just lay
under me, still saying nothing. Then I heard the door as Joyce
left. I rolled off Martha next to her and put my arm around her. I
pulled us into spooning position. "Not quite what you expected I'll
bet," she offered, and giggled.

   "No, I guess not. Think she'll be willing to join us again?"

   She laughed at that. "*I'm* the one who's going to have to see
if I can save our friendship with her."

   "Promise her no more invitations to kinky stuff?" I asked. She
giggled again. I didn't see Joyce for quite a while after that but
Martha did tell me that she had had a talk with her and that they
were all right. That was certainly the wildest sex Martha and I had
though she *was* full of ideas and wanted me to buy her more
magazines.

   Then one Friday night I got home from Martha's to find Faith
sitting at home. She'd been out with her sister and wasn't due for
at least an hour.  She didn't say a thing about me being gone or
why she was early. But the next morning, she asked "So where'd you
go last night?" She sounded innocent enough that I'm sure she
didn't suspect anything.

   "Oh, I just went to the mall and looked around."

   "Buy anything?"

   "No." She looked at me and then got a studious expression on her
face, watching mine. "What?" I asked. She smiled.

   "Got a thing going on the side?"

   "Jeez! What kind of question is that?"

   She giggled. "I was *just* kidding! But why do you look so
guilty?" I stared at her for a second. Then my mind whirled for the
right reply. I saw her face as she studied mine again. Then she
stood up. "I don't believe it!" she declared and ran out of the
room.

   I tracked her down in the bedroom. "Faith! What's gotten *into*
you!"

   She'd thrown herself on the bed, but looked back up at me. "Who
is she?"

   "Faith, where are you getting these ideas?"

   "I'm not stupid. Well, maybe I am. You tell me who she is!" She
definitely had a look of determination on her face.

   "Faith..." I started weakly. She still just looked at me, a
withering look.

   "Just tell me who."

   I took a deep breath. "Martha."

   She laughed a mirthless laugh. "I'm serious!" she added in a
demanding voice. I just stared at her wondering what to do next.
Her eyes were locked on mine. "Oh my god!" she suddenly said.
Suddenly she exploded in wrath, accusing me of taking advantage of
Martha and telling me to stay away from her. Then she was yelling
at me to leave and never to come back. I left the house, not
knowing what I was going to do. I got in the car and drove to
Martha's. She had a concerned look on her face when she answered
the door.

   "She knows," I said before I came in.

   "Oh god!" she said as I walked past her. I sat down on the
couch. Soon she was hovering above me. She just repeated in a weak
voice: "Oh god oh god..."

   "She kicked me out," I said, looking at her. She still had a
look of horror on her face.

   "What are you going to do?" she asked. She looked so desperately
concerned.

   I hung my head. "She was so angry. I know she won't have me
back," I said. She didn't answer. I looked up at her.

   There was a strange determination in her eyes. She just stared
at me.  Then she said in a quiet voice "Get out."

   "What?"

   "Get out right now." I could see a rising tide of anger in her.
I didn't understand. "Get out *now*!" she screamed. I stood up and
went and she continued yelling it at me and shut the door after me.

   I walked back to my car and sat in the driver's seat. I couldn't
figure out what was going on. So quickly my life had come apart.
Finally I drove. I just drove for a while, wondering what to do.
Eventually survival instincts kicked in and I checked into a motel.
I drove back home for clothes. Faith wasn't there so I packed some
and left without seeing her.

   I was living out of a suitcase Monday morning. Martha avoided me
almost completely the whole day at work. I got back to the motel,
then thought about supper. I walked across the street to a chain
place where I'd been eating.

   I was almost through eating and I looked up. There, standing in
front of me was Faith. She sat down. "I talked to Martha," she
said. She didn't seem mad but I couldn't figure out her mood. "I
can't believe you did that," she said.

   "I never meant to hurt you," I said. That made me feel guilty.
Hadn't I started partly to get back at Faith for Martha? But
somehow I hadn't wanted *this*.

   She sat there looking at me. I paid my check. She walked back
with me to the motel. "She told me," she said as I opened my door.

   "Told you what?"

   "That you didn't go to her when I kicked you out. Listen, I
can't stand to see you in this place. You could come back..."

   The way out of my troubles. I stared at Faith. I would have
never believed she could forgive me sufficiently so quickly, after
that morning. All was better again. But I didn't answer. She looked
worried. "Come back," she repeated, more quietly. Still I couldn't
answer.

   Suddenly her face changed. She pulled me to the bed. "Do you
miss me?" she asked in a low voice. She lay back on the bed. And
started to unbutton her blouse. I looked down at her laying there.
She was absolutely the most gorgeous woman I'd ever seen. I
remembered Hawaii. Her blouse was completely unbuttoned. She smiled
a wicked little smile.

   I left. I slipped out the door, shutting it after me. I leaned
against the wall next to it for a minute but then thought better of
it and walked away--took a walk down the highway. I walked for an
hour before coming back to the room. She was gone.

   Late that night I was awakened by knocking at the door. Not too
loud but insistent--five knocks, silence, five knocks, silence, and
on. I opened the door a crack. Martha was there. I unchained the
chain and let her in. She looked at me, a frightened look on her
face. "Faith called me tonight," she said. "Are you OK?"

   I looked down at her. I wondered what she was thinking and felt
inexplicably nervous. "Yes," I replied.

   Suddenly she smiled. She put her arms around my neck and pulled
me into a kiss.