Wearing lady's sexy panties really changed how I felt about everything. Something in me had changed. I began to think about meeting a trans wearing a lacy G-strings with their cock dangling out. I fantasized about making it erect and what it would be like to put their throbbing boner in my mouth. I told myself I would be really good at oral sex as I knew where and how to touch a penis. I started watching trans videos whilst I was dressed in ladies lingerie, wanking off in my panties. I started to play about with wigs and make up. What was I? Bi? A Sissy? Cross dresser? I didn't know but I wanted to make sex with a trans a reality.

A threesome would do it - me and a trans and a woman like Carol. Perhaps I could ask Carol? Why not? I picked up the phone and texted.

"Hi Carol, I was thinking, given you were up for a threesome with me and G, how about me and you and a shemale? We could all wear nylon, lace and heels? Nothing over hairy though"

30 minutes later came the reply

"You must have been reading my mind, my pussy is moist at the thought. Do you have anyone in mind?"

"No, I don't know anyone. You?"

"Leave it with me"

That week G contacted me and we had a good sloppy fuck in the woods. It was so nice to feel her voluptuous soft body again and that ever so big sloppy cunt that ate my cock whole. When I had shot my load into her she stood astride my naked body and pissed all over me. Such a sweet feeling! There was no replacing darling girl G!

At the end of the week I was meeting Carol and her trans friend. I was beginning to feel a little apprehensive, had my imagination pushed me to far? Perhaps the reality would be nothing like the fantasy in my head? I may repelled by his penis?

The trans Carol knew was called Sam, we met at his place. When the door opened I was met by a very feminine looking male in his mid twenties wearing long coat with high heels, a purple wig and make up and pale lilac lips!

"Hi, you must be John" he said "I'm Sam." I walked through into the sitting room where Carol was sat on the settee legs crossed in pink lacy underwear, a half cup bra, stockings and pink heels - bright red lips - what a doll!

"Carol has told me all about you" Sam said

"I see, hope it was all good!"

"Oh yes, she does like her nylon and lace"

"Oh John welcome!" Said Carol getting up and coming across the room to meet me. She opened her luscious red lipsticked mouth and gave me a big wet kiss. Ooo Carol that was nice!

"Come on you two, off with your coats" she said

Sam was first. The first thing I looked at was his cock which was packed away in a small lilac triangle of gossamer between his legs held in place by thin lilac ribbons running over his hips. I noticed he was shaved - nice I thought, it added to his femininity. He was wearing a matching corset and stockings and heels. I took my coat off. I was topless with a red suspender belt and matching crotchless satin panties, heels and stockings.

"Ooo yessss!" said Carol gleefully "Don't you two look ravishing!"

"I don't kiss blokes" I said somewhat defensively

"No worries" replied Sam, "neither do I"

Carol came between us and put her arms around our waists

"Oh what I lucky girl I am tonight!" she beamed

She then turned to face us and got on her knees, putting a hand on each of our crotches.

"Two cocks for me" she said grinning like the cat who knew she was getting the cream! She leaned forward to Sam and put her mouth over his lilac triangle housing his cock, moving her head slightly from side to side, whilst at the same time squeezing my dick. I'd never been in a situation where a woman was actually about to take on two men at the same time, and watching Carol engage with us was arousing.

"Before we get started" Carol said "Can I ask one thing? John, I think you should shave your pubes"

"Yes definitely" I said.

"Okay lets get that done before we really get into it"

Sam returned from the bathroom with a towel, shaving foam and a razor

"John" said Carol "I'm going to shave you which means taking off those panties. Now I don't know what is going to happen, but I would prefer if you could restrain yourself so I can put them back on with an erection. I do so love hard cocks in panties and I don't want you spurting your desire befoew I've had a real chance to enjoy it"

I stood naked except for my stockings and heels, my cock fully exposed, out in the open air, free of restraint. With having two people clothed (all be it scantly) next to me it immediately stiffened. Yes, the old kink of been naked in front of others came right out. I loved that I had an erection in front of them, and this was heightened by wearing stockings and heels. It made me feel so free!

Carol covered me in shaving foam taking care not to touch my erection. I was aching for her to suck it. It was all going well until she came to my scrotum, the touch of her fingers on my ball sack sent a shiver through me and pre-cum started to ooze from my urethra. I had a deep desire to touch myself. My love pole went full on rampant.

"Oooo you like that don't you!" she said

Carol shaved my balls ,I loved the sensation. When she was done she wiped me free of foam and ran her hands all over my gentiles to check the smoothness

"Mmmm so smooth - so much better" she said. I had to agree. I slipped back into my panties, my penis sticking out through the crotchless slit. I pushed it to one side to cover it, it was held in place by the elasticated leg and hip line, a red bulge in silky red perfectly outlining my boner.

"Lets go to the bedroom, so much more comfortable" said Carol

We followed her into the bedroom where there was a large bed and lots of pillows. She climbed onto the bed and propped herself up to face us, then, knees up, opened her legs to display her pink mesh pantie gusset. We laid each side of her.

"I'm so looking forward to this" She said she let her legs relax to 45 degrees onto each of us. We both ran our hands up and down her upper thighs and started kissing her. We kissed Carol everywhere, we kissed her lingerie, aroused by what lay beneath it as much as her naked skin. This was a dream coming true! I sucked her nipples then put her whole breast in my mouth along with the pink half cup. How I loved her small tits! How I loved the lace on my tongue! How I loved my hard cock silky panties sliding against her nylon thighs!

Sam rolled onto his back, showing his boner sticking out from his lilac panties. I just stared at his cock. Wow a real live aroused cock! It was the first time I had seen in real life erect cock that wasn't mine and I couldn't take my eyes off it. The sight of it made my heart miss a beat, made my whole body pulse with excitement. I just wanted to grab it and put it in my mouth.

I got off the bed and went to the other side so I could get closer to Sam. We all shuffled up so he was in the middle. Carol was caressing his scrotum and kissing him. It was so arousing watching them kiss, their bodies enhanced by the lingerie. I laid half way down the bed, my head by Sam's hips, I was inches away from his partially panty covered swollen cock. My fantasy was becoming reality. As Carol caressed his scrotum, I ran my mouth along his length starting at the lilac triangle, to the end of the material and my lips were on cock flesh for the first time! I put out my tongue to the underside of his bulging end - this was sex like never before!

Carol watched me and brought her head down alongside mine. She didn't say anything, but slowly released Sam's cock fully from its panty bindings, allowing it to fully expand upright across his belly. She looked up at me smiling and took hold of it from the base pointing up in he air. She looked at me in the eye, looked at Sam's swollen love pole and said

"How's can you not put it in your mouth?" and with that slowly placed her mouth over his end and took his rod into her red lipped mouth. Fuck! it was so hot to watch it close up! She slowly moved her head up and down taking about a third of his length, then, when she had pulled her head back, she pointed the cock at me, my turn to suck on it.

I looked at it and wrapped my fingers around it. This was the first time I had ever touched another persons penis, let alone and erect one. I slowly pulled back the foreskin fascinated by the big bulging end. I squeezed his balls through the lilac pouch and put out my tongue to lick the tip. It was smooth on my tongue, I licked the underside where I liked it, he moaned, I licked under the bulging end, he moaned. I pulled his foreskin slowly back and forth and watched it roll over the head, then I took the plunge, licked my lips, pressed my mouth over its purple head, slowly opening my lips like a woman's cunt and letting his hard hard cock slide into my mouth. I squeezed his balls again tightly and pulled on them, rolling them in my hand. Wow! I actually had a hard cock in my mouth and it felt great! I could feel the smoothness of his bell end on the roof of my mouth, on my tongue and on my cheeks. I wrapped my tongue around his member licking it, licking it, licking it! I slid it in and out of my mouth using my lips to seal the edges and salivating over his rigid fuck pole. Fuck I was enjoying this! I pulled his foreskin back really tight and slipped my lips again tightly over the end. He moaned loudly, I knew I was doing this right! I was a natural cock-sucking, piss-drinking, man-whore! When I took him out again Carol's mouth was ready to take him, and we shared his cock just like she had done with me with G. We kissed and tongued each other with his cock between us.

Sam got up on his elbows

"Careful you two I don't want to cum yet" Carol kissed him fully on the mouth while I took him back into my mouth and cupped his balls, squeezing and rolling them in my hand. More more, I wanted more cock! I gorged myself on his shaft.

We changed positions. Carol laid on the bed open legs, I had my head on her belly, Sam stood at the foot of the bed. I started kissing Carols gusset, but then Sam put his cock there too. I pulled Carol panties to one side and opened her vaginal lips, licking her clit sliding my fingers in and out of her cunt hole, then licking my fingers so I could taste her juice. Oh Heaven! I laid my head on her belly, my mouth above her shaven cunt. Sam slid his member into her, right next to my face, I watched him slide in and out of her, I had such a close up view of a real live fucking! Then he withdrew, I opened my mouth and he put his cunt juiced covered cock into my mouth, three strokes, then back into Carols cunt, then back into my mouth. All the while I held Carols cunt open. She laid there moaning "Fuck me you bastards, fill my cunt!"

"Swap over" she said "I want both of you at both ends'

Now she positioned herself across the width of the bed, her head hanging over the side. Sam was at her head ready to throat fuck her while she raised her legs in the air and spread her pussy for me. I got on my knees and gave her all the tongue I could. I spread her wide and licked and dribbled all over her glorious shaven cunt whilst at the same time Sam was pushing his rampant member in and out of her mouth. I lifted her legs in the air and buried my cock as deep as I could into her ever loving cunt, her legs were on my shoulders, I ran my hands over her stocking legs and kissed legs as I thrust into her. She held her vagina open with both hands on her buttocks, her fingers acting lick target markers pointing to her cunt, stretching it as wide as she could. It was hard, exquisite, full on, rampant, no holes barred desire and lustful sex. My cock splurged my cream in her - one, two, three, four, five strokes deep into her love tunnel, each time squirting my love juice deep into her.

Sam pulled his cock from her mouth and wanked himself off, splashing his seamen all over her small breasts and face. She opened her mouth and Sam pushed in his cock back in and she wrapped her lips around it. Sam fucked her mouth like it was her cunt before withdrawing his spent cock, licked clean by a most appreciative, smiling, Carol

"Oh that was a fucking delight!" she said

We all collapsed onto the bed entwined. What a fuckin night!