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--------------------------------------------------------
Copyright © 1994 - 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.
--------------------------------------------------------

Fashion
by Deirdre (address defunct)

***

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. (MF, affair, rom, 
work)

***

"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 till 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.

END

* * * * * * * * * * * * * * * * * * * * * * * * * * * *
It's okay to *READ* stories about unprotected sex with
others outside a monogamous relationship. But it isn't
okay to *HAVE* unprotected sex with people other than
a trusted partner. 4-million people around the world 
contract HIV every year. You only have one body per 
lifetime, so take good care of it!
* * * * * * * * * * * * * * * * * * * * * * * * * * * *
Kristen's collection - Directory 64