Panty Fantasies - Coleen's Magic

She climbed on to the end of the bed.

"Janey, you are such a beautiful girl, I just have to have you," she purred and then he watched as her head dipped down between his legs. He felt her hands stroke his thighs and urge them apart. He felt his panties shifting as he complied, stroking his electrified skin. His breathing was ragged in his excitement. She urged him further up the bed until he was propped up on pillows and she could comfortably lie with her head at his panties and he could watch everything.

His panties had pushed down a little when he scooted up and he watched Coleen nose against the satin of them, rubbing them against her face. Her fingers snaked up to tug them back into place and pull them tight enough that he saw the outline of a perfect pussy through the satin. He could hardly breathe.

She caught his eye and watched him as her tongue extended and began to touch his pussy through the satin panty. Her tongue moved in a circle over the material and he could feel it rubbing his swollen labia, the tingling and pleasure of it, of seeing her kissing his pussy.

His previous eruptions were still dragging on him so she was able to lick and suck him through the satin for over ten minutes as he squirmed in pleasure and moaned his appreciation. The only chance to relax came when she shifted him and settled over him into a 69 position.

He eagerly grasped her ass cheeks and put his own mouth to her panty-covered pussy. Her panties were soaked with her arousal and he loved the taste of her sex. Soon, her hips were squirming like his as they moaned and moved together. Her toned stomach pressed against his satin-covered breasts while her breasts pressed and moved against his bare skin.

"Oh god, Janey, come with me," she moaned. There was a several second pause and then, "Pretty girl wanna cum in my panties?"

He felt his body clenching and throbbing, pleasure washing over him from nipples to clit to toe to his lips. Over and over it rose and spread over him. His hands felt Coleen's body doing the same thing, muscles contracting and relaxing as she came. Her panties got wetter and he eagerly lapped at them.

After a minute of lying in that position, Coleen shifted around to lie with him face to face. He loved the way their feminine bodies and lingerie felt together but he was also entranced by her. He watched as she lapped up some pearly white cum from her lips and swallowed it with a smile.

He knew that he dozed a little that way, spooning with her arms around him and her breasts against his back, her breath in his ear and her hair brushing his shoulders. He'd never felt so feminine and so happy.

He didn't feel that too much time had gone by before she slipped her arms from him and got up. He watched her stretch, her curves moving smoothly. She brushed out her hair with her fingers until it was all flowing straight again.

"I've got more pretty things for you, Janey," she smiled. "You ready?" He nodded and sat up in the bed. She padded on bare feet over to the bags in the salon and returned with the remaining bags.

"We girls need to always look our sexiest," she began as she pulled out some plastic-wrapped packages of thigh high stockings and some garter belts. "Now watch me and then you'll dress yourself."

She brought the chair back over to the bed and sat on its edge. After she unwrapped the package she drew out two thigh high silk stockings. She took a moment to indulge herself and stroked her cheek with the soft material. Next she picked up six garters which she proceeded to clip to the bottom of her bustier. Each was black elastic ending in shiny silver clips. She stood to clip them on and have them hang properly.

Sitting again, she rolled one of the stockings up over her hand in a delicate bunch. Pointing her left toes, she slipped the bunch over her foot and drew it carefully and evenly up her leg. Wrinkles in the silk disappeared one by one until it was simply a sheen over her lovely skin. Standing, she carefully attached one... two... three garters to the stocking. The first ran to the inside of the top of her thigh in front. The second ran over her hip. The last curved to hug her bottom snugly. The black lace on top of the stocking pulled taut with the garters.

"Maybe you should put my other one on me," she mused. She held out the second stocking and he took it, his fingers trembling with arousal. He mimicked her motions, ones he'd practiced on his own for years dolling himself up time and time again. She held out her foot and he slipped the silk over them, carefully drawing the stocking upward. He made sure he didn't snag it and ruin the perfection of it.

When he'd pulled it snug up to her thigh, she rose, leaving him kneeling. He swore he could feel the heat of her sex and smell the perfume of her arousal. He began in the front and kissed her thigh just above the stocking. After a few soft touches with his lips, he pulled the garter and clipped it to the stocking.

Moving to her hip, he repeated the process, kissing her skin longer before drawing back and shutting the silver clip over the lace. She turned to present her bottom to him. He saw the narrow elastic disappear between her cheeks leaving her virtually naked before him. Smiling, he began to kiss.

This time the kissing was no momentary diversion from his task. He nuzzled and suckled the slight crease where her perfectly round bottom became her thigh. He kissed up her cheek, all over the soft, warm skin. He reached the back of the thong and caught the elastic with his teeth, pulling it gently again and again, working it between her cheeks. Her throaty moan was his reward.

His lips journeyed to her other cheek, all over. His finger lifted the clipped garter to not miss a spot. Slowly, he moved closer to her crease, the heaven point at the crux of cheeks and thighs. He slithered his tongue into the crux, brushing the elastic and tasting it soaked with her juices. He inhaled all her aromas, pressing his lips between her cheeks. His tongue sought deeper and when he touched her anus, it flexed and she gasped.

She hurriedly got on the chair on her knees, facing the back and bent down over the top of the back of the chair. Her knees were spread as wide as the chair allowed. She practically yanked her thong down until it caught against her garters at the top of her stockings.

Grasping her thighs, he pressed his face again to her, enjoying more freedom of movement now. With his nose spreading her cheeks, he moved deeper until his lips touched her anus and kissed it. He felt her shudder. His tongue snaked out and probed her, coating her with his saliva and urging her to open. Slowly he felt her relax and his tongue pushed into her hot, raw flesh. He worked slowly, working more and more saliva in until his tongue could thrust into her with perfect ease.

"Oh god yes, do it," she gasped. He felt her touching her pussy and possibly her breast as well. He shifted slightly, enjoying the weight of his own breasts and the way his curvy body moved. He slipped one of his hands free to cup and squeeze his breasts, still amazed at the transformation and how good it felt to finally feel what he'd dreamed of for years.

Putting his pleasures aside again, he slid his hand up between her legs and stroked her labia as his tongue thrust in and out of her ass. His fingers became slippery in an instant and a slight shift was all it took before two of them were thrusting in and out of her pussy.

"More, yes, please, more fuck me..." she begged, her fingers swirling around her clit. He added a third finger and felt her have to stretch to accommodate all three. Thrusting with fingers and tongue, she moaned louder and louder until her body clenched up. He had to work hard to keep his tongue from being expelled from her ass. Not a second later, her orgasm crested and he felt her ass clenching over and over on his tongue just as her pussy grabbed at his fingers. He'd never stopped thrusting and she rode him, her hips grinding herself against him.

He lost track of exactly how long she came but she finally pulled away from him to drop into the chair, her panties still around her thighs and her face still flush with pleasure.

"You continue to surprise me, Janey," she grinned as she ran her fingers through his hair.

He carefully attached the final clip to her stocking and pulled her thong up and into place around her pussy. She relaxed as he stood and slipped another pair of stockings from her pile along with a pink satin garter belt that was obviously part of the set he was wearing. It had six silver clips matching Coleen's set.

Watching her carefully, he went through the delicate process: rolling, unrolling, smoothing, pulling taut, and snapping the clips. When he was done he had to walk around the room, feeling the delicious silk pulling at him, the garters taut over his panty-covered bottom, the swish of his legs.

"You're missing something," said Coleen as if she were pondering. He turned back to her to see her holding a pair of black ankle-strap high heels dangling from a finger. He grinned and swished his way back to her. He sat on the bed and she went to her knees to slip each shoe on his stocking-covered foot after first kissing his toes. The shoes slid on and felt perfect. He felt very excited as she buckled the ankle straps on him and stepped back.

He stood up and began to strut, out into the salon in back, each foot placed perfectly in front of the other, shifting his hips in time to give his ass that little bounce women in heels get. His calves felt stretched and slender, arched by the shoes.

"You little slut, you know how to walk in heels!" laughed Coleen. He smiled back, flipped his head as if his hair was much longer and did a catwalk turn.

"You watch enough Victoria's Secret Fashion Shows and you get a clue. Then its just practice," he said happily. He loved the way his body was moving, the shifting of his breasts in the bra, the swing of his hips. Even his ass seemed toned, firm, and deliciously curvy.

"We're almost there." Coleen stood up and walked over to the bags. She'd slipped on her own pair of high heels though he noticed hers were higher than his, almost 5" of thin heel. She opened the Frederick's bag and drew out a voluminous satin dress, full of puffing, lace edging, flared skirt and taffeta petticoat. It was 100% fetish and he loved it.

"This is going to feel better than it ever has before," she whispered in his ear before kissing him and stepping back to arrange the dress. Using her shoulder to steady himself, he stepped into the dress as she held it open for him. He took care not to snag the material with his stiletto heels. Once his heels were back on the ground and clear of the material he let go of her.

"Watch yourself in the mirror," she said quietly. He drank in his beauty, the stockings, the flat feminine panties, the full breasts in the bra, the high heels. If he wasn't mistaken he even looked like he had makeup on, pushing the transformation toward absolute heaven.

The dress was bulky enough that Coleen had to work at it a bit to bring it up his body. It moved very tight past his hips and bottom and then snug against his torso. He slipped his arms into the sleeves and she pulled to get it into place. He felt a little out of breath with how tight the dress as but that felt perfect. Skin-tight dresses are what he'd always dreamt of wearing and now he could do the dress justice.

She pulled the top up and over his breasts. The material was tight enough to give him glorious cleavage in the scoop neck of the dress. A quick click of some hooks behind his neck and she was done.

Coleen stepped back and let him admire himself in the mirror. He turned this way and that to see the dress and his body from every angle. He cupped and pushed his breasts. He smoothed the skirt down over his curvy bottom only to have it flare again from the stiff taffeta. Every swish and shift of material made him more and more excited. The dress was tight and really showed off his transformation to a voluptuous woman.

He felt flush and light headed as his hands slipped down to get under his dress in front. His panties were soaked and he quickly began to stroke his pussy. His sensation overload sent him to orgasm in mere moments; moaning loudly in the room and feeling Coleen slip her arm under him to steady him. His whole body spasmed in pleasure and joy and he never wanted to stop stroking his clit.

At last, he relented. When he could stand, Coleen slipped to the salon for a moment before returning and fussing with his pussy for a few moments.

"This is the moment I've been waiting for, Janey," explained Coleen facing him. "You are gorgeous and femme now and you deserve to become a real woman in every way."

He swallowed as his mind raced with the possibilities. At her bidding, he knelt and the blindfold was returned over his eyes. He waited a minute or more before he felt her near him again. Her finger tips brushed his face tenderly.

He waited a little more and then he felt her fingertip rubbing something on his lips. His tongue slipped out to taste it and tasted cum. He flushed with latent embarrassment but licked it up regardless.

"Every real woman has a slut inside her, a side of herself that wants to get and give pleasure, which wants to drive a man wild for her. Every real woman craves cock, honey. She wants to feel it in her mouth and feel it throb. She wants it to pour salty cum in her mouth. Do you want to be a real woman, Janey?"

"Oh yes," he began and then felt the tip of a warm, very real cock touch his lips. He stopped speaking but he didn't close his lips.

"Suck my cock, Janey," moaned Coleen. "You know how you like it, how it feels when I sucked yours. Open wide to keep your teeth from scraping me and enjoy."

He could hardly breathe as the hot, tender flesh pushed against his lips. He opened wide and took the head in his mouth. He let his lips close around the shaft just after the head and he began to lick the head. His first taste of precum nearly made him cream his panties. He'd wanted this so long... to be completely femme and pleasure a big cock.

Past images of porn blowjobs came to his mind unbidden along with watching Coleen suck him. He opened his eyes and looked up at her, her face partially hidden by her breasts. He smiled widely to let her know that this was everything he wanted at this moment, to suck and please her.

Glancing down, the cock seemed enormous right in front of his face. It was hairless along with her tight balls. Her panties were tucked under the balls, lifting them up toward the shaft.

He bobbed his head on the shaft, slowly testing how far he could take her in him without gagging. He pushed himself, recalling the times he'd practiced on a soft dildo aching for this chance. Further and further he pushed his lips down the shaft until he felt the big head push into his throat.

He couldn't breathe but he pushed another half inch until his lips fully pressed against her skin at the base of her cock and then he popped back off.

"Holy shit, James! I mean, Janey," gasped Coleen. "You're a natural cock-sucker!"

He winked at her and began to bob again on the upper part of her length while stroking her with his hand on the lower part. His tongue was everywhere, lapping, stroking. He would seal his lips around her head and suck until his cheeks pulled in, desperate to bring out her cum.

This continued happily for nearly fifteen minutes when his jaw was starting to ache from all the effort. He started stroking her firmly and fast with his hand while his lips and tongue zeroed in on her head.

"You're going to make me cum!" she moaned, her hands working her breasts firmly.

His mind was awash with pleasures and satisfaction, and amazement at this experience and a desperate need to cum again. She started bucking, fucking his mouth with her cock and he held still with his hand a firm tunnel on her shaft and his mouth a tight hole for the head.

"Pretty girl... wanna cum in my... panties," she choked out before giving into a wail as she came. He came at the same moment. His body flashed with pleasure from his clenching pussy to his nipples and everywhere. He felt her cock swelling and then throbbing, her balls clenching against his hand.

And then the cum erupted! Hot, salty, slimy, sexy cum! Spurt after spurt flowed into his mouth. He literally had to swallow quickly and still his mouth filled up even with the tip of her cock only barely past his lips.

When her flow slowed, he snaked a cum-coated tongue out to lap up the last dribbles of hot seed from her cock. She flopped back on the chair in front of him, spent but glowing with her orgasm.

"Show me the cum, Janey," she urged with a wicked smile. He opened his mouth and sloshed the pool of cum around for her to see.

"Swallow it. Swallow every last drop..."

Shuddering with aftershocks of his own orgasm, he happily complied; the cum sliding easily down his throat in to his stomach. He swept his mouth with his tongue to get it all off and sucked it all down. He opened his mouth to show it was clean though he could still smell the potent aroma of his service to her.

"Next time, maybe I'll cum on your breasts and let you lap it all up?" she mused. He flushed in embarrassment while grinning big.

"It's getting late," she finally concluded. "Let's go to bed." She pulled up her panties which now had a large bulge of her flaccid cock in them. She took off both their high heels and helped him out of the dress. They took off their stockings and garters and stripped off the other lingerie. She did have him keep the bra on.

"You're not used to sleeping with a pretty rack like that. The bra will help you keep 'the girls' in check," she explained.

When she was down to her panties and he to panties and bra, she pulled out the last present: matching soft pink satin nighties. He realized that they were the same height out of heels and probably the same size in clothing, at least with his new figure. Regardless, they both looked smoking hot with the satin draping their bodies beautifully.

After shutting off the lights in the penthouse, she drew back the comforter to reveal satin sheets and they slipped into bed together.

"Was it everything you'd hoped for?" she asked after a few minutes.

"Far beyond my wildest dreams," he confessed. "I don't know how you did it, but it's just wonderful. I'm so glad I could experience it... with you."

She snuggled closer to him, spooning against his bottom and pressing her breasts into his back. "Me too."

She gave him a kiss on the cheek and he drifted off into restful slumber.

Early dawn light was starting to filter into the room when he woke up. For a moment he was disoriented and then everything rushed back to him. He couldn't help but smile.

Still, things felt different now. For starters, he was sleeping behind Coleen, his arm draped over her waist. And it didn't take much movement for him to realize that he felt very... normal. Gone were his large supple breasts and his cock had found some morning wood nestled against Coleen's ass. At least they were still dressed in the pink satin nighties.

He didn't want to move and wake her. He felt like he was in a frozen moment, peaceful and happy. The light grew slowly the room moved from shadows to grays to pale colors. Sitting on the nightstand next to the bed was a large strap-on cock and a dirty glass. The glass was the one she'd been saving his cum in and it looked like it had been quite full last night.

Even slight movements against the satin sheets told him that he was still baby butt smooth all over. He pressed his cheek to his shoulder and felt the barest hint of emerging stubble. He moved his tongue around his mouth and knew that he'd really had cum filling it and he was sure he'd swallowed all of it. Now he needed a toothbrush or at least a mint.