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It was shortly after I had returned from a trip to Las Vegas. I had not seen my good friend Matt in over a month so I called him up to talk to him about the trip and show him some pictures. Although we still trained together weekly for karate we hadn't been out for a while and wasn't sure if the "thing" we had was bothering him or not. The "thing" was a night a little more than a month ago when Matt found out that I was a crossdresser. He had found some stockings of mine in my bathroom that I had neglected to hide before he came over for a drink. Curious, he had slipped into my bedroom which is adjoined to the bathroom and took a peek in my closet and drawers, finding more evidence that I had a number of female garments. Matt had brought out the nylons and handed them to me. I tried to imply that a girl left them behind but he quickly stopped me and told me that he had seen my closet. I was busted so I had no choice but to come out to my best friend about dressing up like a girl. It was very tense because he was silent for a while and looked like he wanted to hit me. The tension was biting me. Our friendship was on the line. I was hoping that our friendship was strong enough to get thru that moment. He asked, "Are you gay now or what?" He knew I had been with a lot of girls so he must have felt stupid for asking that. "It's not like that at all," I answered. "It's more like I love everything about women so much, I want to be like one myself," I added. It was more or less true. I didn't need to tell him more than that at the moment. I didn't know at the time that it may not have been the answer he was looking for. He thought about it for a few minutes then broke his silence with a surprising statement. "I want to see what you look like dressed up," he said very seriously. There was another long pause as I judged my friends honesty. "Would you do that for me Marty?" he continued. "What, right now?" I asked in astonishment. "Yes, now, why not?" he asked, very casually. I considered for a second. My face was still smooth from a late shave, my legs were smooth under my jeans. I downed my glass of scotch and told him, "It takes me about an hour to get made up." "I'll just wait here then and watch TV," he answered. "Okay then," I said with a deep cleansing breath and turned to go to my room but paused to return and take my stockings from Matt. I was shaking. It was important to get through that awkward tension and it all might have hinged on that moment. Matt was my only close friend since college. We hung out, talked and were genuine friends. I didn't want to scare him off. I went through my makeup routine. I always start with my false eyelashes then put on my foundation. I then add powder before working on my eyes. Eye liner is followed by brow pencil, then eyeshadow. Mascara is the last item. I then add blush but hold off on lipstick until I get dressed. At twenty -three years old, I was fit, lean and in my prime. My fair, blond hair and self-made smooth body made me look more feminine then most guys and a lot of girls. I helped it along by regular eye brow plucking, and leg and body shaving. I had light green eyes which I felt were my best asset. I started with the corset, the black one, then pulled on panties, garter belt and a bra, all matching black lace. I stuffed my bra with the silicone falsies I owned, giving me a good 'C' cup rack. I went to my closet and selected a short hem black dress with a pleated hem lime, silver front buttons and translucent fiery sleeves. I pulled up the black stockings and fastened them to the garter straps. I selected my silver loop earrings and some silver, bangle bracelets. I grabbed my blond wig and shook it out before pulling it on. I gave it a quick brush. I heard Matt call from the other room, "Aren't you ready yet? What's taking you?" I was putting on my brightest red lip gloss and stopped myself from yelling back. Looking into the mirror, I could not make myself yell back in my masculine voice. I grabbed my open toe, four inch sandals with stiletto heels and thin black ankle strap and carried them out of the room. It had been just over an hour but it always felt much faster. Time flies. I had come out and began putting on my shoes as Matt stared at me with an open jaw. As I finished strapping them up, I did a pirouette then stood posing in front of my friend. His light brown eyes were watching me intently. "Wow! you look really good as a girl," Matt said to my astonishment. "I never would have guessed," he added. His words and smile were encouraging so I sighed relief and began flittering about and posing. That seemed to impress him even more. "Are you sure you haven't turned gay on me?" he asked again. In truth, I had sucked off two different cross dressers that I had met at different times but I decided not to relay that information at that time. I didn't really consider it 'gay' anyway as they were more like girls to me, but that would require a longer explanation to my friend. Instead I just reaffirmed my previous plea. I nervously strutted about the room while my best friend checked me out like a piece of meat. I had not really noticed at first but Matt had paused the video tape machine during a a two girl scene in the movie. The frozen image on the screen was of two pretty girls in a loving embrace. He continued to say nothing but was smiling as I posed for him. I continued to grow confidence and was teasing provocatively yet I still did not render a comment from my friend. "Well, fucking say something, will you?" I demanded nervously. "I wonder what it's like?" Matt inquired. "Wonder what, what's like?" I asked. "Being a girl, I mean," he said. "I wonder what it's like to be a girl?" he went on. "Do you really want to know?" I asked my friend. "Think you could show me?" he blushed. Matt is fair, even freckled, and he was a shade of pink. His question was inspiring to me. He was about the same build as me, we were the same height at least. I figured I had some clothes that could fit him. I also had imagined him in a curly dark haired wig. And so it began. I dressed Matt up that night, complete with makeup and wig. His feet fit perfectly into a pair of my stiletto pumps. The pink summer dress I had looked so good on him with the curly brown hair. He seemed to take right to it. We spent the next hours looking into the mirror, painting our finger nails, and trying on different outfits. We snapped a few pictures of each other strutting around like sexy divas. I was amazed at how easily Matt slipped into a female persona. I never felt more comfortable with Matt. We eventually returned to the living room and saw the frozen image on the screen of the two girls kissing and Matt let out a sigh. "That is so beautiful," he said in a soft feminine voice. I approached him, sensing what he wanted. He did not move as I approached and placed a soft, gentle kiss on my friend's painted lips. Matt did not respond at first and I feared trouble but soon he embraced me and we shared a delicate, tender kiss. Soft tongues were intertwined. It lasted a few minutes and our lipstick was a mess on each other's face. Matt backed away, and brushed his face with his arm. I wanted more but panic had been installed in Matt's mind. He went to the other room and washed up, returning to his male form. "I think I should be getting home," he told me nervously before leaving. Since then there has been some tension and we have both got tight lipped about it. Our friendship continued somehow but I was afraid to bring up the topic of that night whenever we talked. Finally, after I had been away for a week in Vegas, Matt left a message on my answering machine. He said he was sorry for making me feel uncomfortable and that he was not unhappy about what had happed 'that night'. It was shortly after I had returned from a trip to Las Vegas. I had not seen my good friend Matt in over a month so I called him up to talk to him about the trip and show him some pictures. Matt agreed to come over and when he arrived I poured him a large scotch on the rocks. We had some small talk about Las Vegas and then he asked to see the pictures I had of us from 'that night'. He was pleased to see them and I let out a sigh of relief as he exclaimed the beauty of my female image as well as his own. I made sure to compliment his images. I was truly impressed at Matt's alter ego and was no longer afraid to tell him so. He again apologized for his hasty departure and I was getting the feeling that he might want to play dress-up again. There were some pictures in the bunch that were from other nights including a few from Vegas where I was in a bar and posed with some other girls, so to speak. "Have you been out in public a lot?" my friend asked. I felt some tension again. "Yes, about five or six times," I stated with confidence. I didn't want to appear covert anymore. "That must be fun," he went on. "Yes, it's a real thrill," I said. "I've even been to the club here in town, the Rose club," I added. "Easy enough I suppose, when you look as feminine and natural as you do," he stated with an inquisitive stare. I smiled. "I think you looked far more natural than I did," I said. "If you were to go out, looking just like you did in those pictures, I am sure you would pass as a girl, easier than even I could," I implored. "And you have no trouble that way," he asked. Confidently, I smiled. "No, I have never had a second look unless it was a look that was checking out what a hot girl I was." "In fact it would be even easier for you," I added. "I have never seen a better natural," I flattered. "It must be a huge thrill, being seen, I mean," Matt asked. "There is really only one way to find out," I told him with a devilish grin. Matt smiled back at me and I knew we were in for a girl's night out. For this occasion I selected a pink and charcoal plaid miniskirt with pleats and a pink silk top for Matt. He would wear some charcoal stockings and black, bow tie, patten pumps. I squeezed him into a pink corset with six garter straps and laced him tight. I then showed him how to make cleavage with duct tape. I let him wear a pair of black lace tanga panties and showed him how to tuck in his dick so no bulge showed in front. The silk top clung tightly and the skirt made Matt look like he had a real female body. For myself, I decided to go with a black and white hounds tooth miniskirt, and a black and white silk top. The body was black and clingy, while the collar, transparent sleeves and the buttons were white. I wore the black corset with six wide suspender belts and solid black stockings. My panties were black lace too. For shoes I pulled out a pair of lace up ankle shoes, in a black and white, penny loafer style but with four inch heels. I made sure that our makeup was flawless, working every detail and contour so that the image of femininity was complete. Matt wore the curly brown hair again while I wore my long, flowing blonde wig. A touch of perfume made it just right. Matt was practicing his walk in the high heels when I was finished getting dressed. He was getting pretty good at it by the time I got there. I reminded him to keep his weight on his toes and his shoulders back. "What about talking?" my friend asked. It did sound odd coming from the pretty girl I was looking at. The voice was too deep but Matt's natural voice was higher than most guys so he just had to soften up his words. I told him to breath his words in my own practiced feminine voice. "Another thing girl," I said, "Is I can't call you Matt in public. We will have to come up with a more appropriate name for your new look." "I was thinking Michelle," Matt confidently replied. There was some thought behind that after all. "What name do you use?" he asked in a coy, soft voice. " I just go by Mary," I said. "I know, it's boring but it was the name of my first love, so I like it," I defended. Matt, or Michelle as she was now, giggled like a real girl and made me blush. I lit up a roach end of a joint to relax and offered some to my friend. Michelle shook her head. Matt had smoked pot before but didn't partake as often as I did.. I poured us both another scotch, which Michelle gladly took, to get our nerves calmed. We selected our jewelry and accessories while we sipped our drinks. I liked the big loop earrings and Michelle put on some dangling threads. I picked out two chokers for us, a white one for me and a black one for Michelle. We added bangles, ankle bracelets, and chains to our outfits. I made sure that the camera again captured the images of us two lovely ladies. "I'm still nervous," Michelle confessed as it approached the time that we should be leaving. "It's fine, the Rose club has girls like us in there all of the time, it really very normal," I consoled. "It's getting to the place that scares me," Michelle said. True, getting down the hall to the elevator, down to the street, and the two blocks walking were not in the safety of the club and no doubt several 'normal' people would see us. "Don't worry, look at yourself, no one will know anything," I stated. I went on, "Besides, no one can recognize you, even your own mother wouldn't know that Michelle was her son, Matt." There was still uncertain apprehension. I reinforced my certainty by displaying the proper attitude when passing some stranger. "Keep your head up, shoulders back, cock your hip, and always smile confidently," I said. I strutted around a couple of times to show him/her what I meant. "Your turn," I announced. Michelle strutted back and forth across my beige carpet and mimicked my actions. "How's that," she asked with some real feminine grace. "Perfect! let's go," I announced and dragged my friend by the arm. I really felt that Michelle needed a test to boost her confidence level. Halfway down the elevator ride from my twenty seventh floor apartment, the car stopped and an elderly couple entered. The old woman smiled politely and I smiled back. The man took a second look and almost began drooling while checking out the two hot young chicks on the lift down. It stopped again at a lower floor and a man about our age stepped on and his eyes almost bugged out of his head. He started primping his hopeless look. He was in a plain white tee shirt and faded jeans and looked generally unkept. He kept trying to steal glances at the sexy, leggy girls on the elevator. I glanced over at my friend and smiled a knowing grin and winked. She smiled back and breathed a little deeper. On the way out, the guy tried to smile and say hello. Michelle was half running for the door but I just smiled back and whispered a shy, "Hi." He was fumbling an attempt to introduce himself but I had to catch up with my girlfriend so I ran away too. I could feel his lustful stare on my ass as we strutted out onto the street. It was not too busy so I reassured Michelle, "You see, already, three strangers, and no problems. I even think that we broke that guy's heart." We giggled and I could tell Michelle was getting into it. Her brown eyes were aglow in the night lights of the street. She took my elbow and we began marching down the street towards the club. Not even half a block down the street, a car passed with its windows rolled down. I could hear the whooping and whistling before they were even beside us. A car full of dudes out cruising the streets, making asses of themselves. We both knew better than to encourage them but I could not resist the urge to flip them the bird as we marched along the concrete sidewalk. "Do they really thing acting like that will get a girl to like them?" Michelle asked. "See, now you sound like a real girl too," was my only reply as I held in a burst of laughter. The next part of the walk was the trickiest. There was a popular dance club, a primarily straight bar, called the Front Stage which we would have to walk past just before getting to the Rose. It was a Saturday so the Front Stage had a line-up in front which was typical. We would have to walk past the line-up to get to our club. I was closest to the crowd while Michelle was on the street side. I avoided making eye contact and sprint by the line-up as quickly as possible in high heels. We could not avoid inevitable comments and cat-calls just the same. We heard, "More legs than a bucket of chicken," from one creative guy. "Hey girls, you can get in line with me," from a few guys closer to the front of the line. "Fucking bitches, think that dressing like sluts gets them in without waiting in line," from some dull looking, no makeup girl wearing jeans and a tee shirt. I was pretty sure she was saying it to her equally dull looking friend but intended for us to overhear. We got past the Front Stage with its long line and came up the Rose which had no line-up. I was relieved to finally be there and could sense the same from my friend. The problem was that when we tried to go in, the door was locked shut. I couldn't figure it out. I pulled and yanked at the doors but they were solid. Then there was the recognition that we could hear no loud music coming from inside, just silence. "Marty, check this out," Michelle called to me. "It's Mary, bitch! While I'm dressed like a girl, I expect you to address me as one. I do for you," I snapped. "Sorry, Mary," she emphasized. "Read this notice over here," she said pointing to a bill posted on the wall where the marquis usually was. It stated that the Rose was temporarily closed for a liquor licence infraction. They were notorious for letting underage patrons in and it must have finally caught up with them. So we were faced with a dilemma. The Rose was the only gay and lesbian bar in town where it was always safe for cross dressers to go. "Sorry to disappoint you Michelle, your debut will just have to wait for another night. We better head back to my apartment," was all I could say. I could see the disappointment in those brown eyes. Her adrenaline must have been pumped up from the parade in public and her confidence high. "There's no other place? Really?" she asked with bemusement. I just shook my head. It was a bit uncomfortable just standing there so I prompted Michelle to turn around and head back to my place. Reluctantly, and with a sigh, she came along. It made me think what all the other usual patrons of the Rose would do with their club closed. No doubt many of the gay boys and lesbians would try out the 'straight' places where they would be safe if they kept low key. I wondered how many would try to get in next door at the Front Stage. As we approached the Front Stage I tried to prepare myself for getting past the gauntlet again. This time Michelle was on the inside, as we walked with our arms locked at the elbow. At the front of the line, a brush cut behemoth was holding the velvet rope. A few steps from the entrance, someone whistled a loud wolf whistle at the two approaching girls. It made the burly doorman turn his head and raise his eyebrows. Instinctively, he opened the velvet rope not to the next in line but to us. "Ladies, you can go in," he said in a polite manner. The people at the front of the line began giving the doorman grief with insults of unfair preference. I was very flattered at the gesture and felt my own confidence boosted by the act but had no intention of going in. It was just too risky. I was ready to smile and carry on past but Michelle had stopped me. Our elbows were locked and I was being pulled toward the door. Michelle had gathered up more courage then sense and was dragging me in with her. I wanted to protest but it would have made a bad scene in front of the bar and I wasn't about to abandon my best friend to her own devices. I just had to follow her in. I was beginning to mutter a soft 'Thank You' to the big cropped haired bouncer when I suddenly recognized his face. I stopped after only the 'Thank' came out. The bouncer was Mike, a part time security guard at the building where I work. I often see him and offer polite greetings on the way to my office. This door job must be a second or third job to pay the bills. The moment of panic had tongue tide me and my normal, charming smiled erased. Luckily, Michelle was dragging me so fast he had little time to get a good look at my face. "Your welcome," Mike shouted back with a bit of laughter in his voice. Once inside, I told Michelle about the doorman. She must have noticed the terror in my green eyes. Now full of confidence she said, "Don't worry, look at yourself, no one will know anything. Besides, no one can recognize you, even your own mother wouldn't know that Mary was her son, Marty." "Oh, touche!" was the reply I gave to the reminder. I attempted to forget the close call at the door and join my friend in the fun. The place was pumping, dance floor filled and the crowd was full of beautiful people. There were tons of gorgeous ladies in minis and high heels. We got ourselves drinks first and were stunned when the bartender told us that they were paid for by some admiring guys. We eventually had to dance with them as a polite gesture but didn't let them get too close. For the next few hours we danced and partied like girls do. We mixed in well and no one, even the real girls in the bar seemed to make us. The dim lighting no doubt helped. We never had to pay for a drink either. My guard was up but I was having the most fun I could remember, dancing with my now uninhibited friend. By the end of the night, the guys were getting more aggressive with their advances. I was afraid it might end up in real drama so I plucked Michelle by the arm and dragged her to the ladies room. The music had finished and the doormen, Mike and another big muscular dude, a bald black guy, were ushering people out. I wanted to get out of there without running the gauntlet of drunk, horny straight guys trying to pick us up. We hid in the restroom for a while, fixing our makeup and adjusting ourselves. In the brighter light it was amazing how real we looked and how hot. As we stepped out, the crowd was thin but not as thin as I had hoped. Just then the door next to the two bathrooms opened and a light breeze blew in. With it came the distinct smell of pot smoke. A guy with glossy eyes stumbled inside and I could see past him into the back ally. I recognized the ally. Both the Rose and the Front Stage backed onto it. It was the common place from both clubs where we would go to smoke a joint. "This way, came on," I pulled Michelle by the hand out the back door. We waited outside quietly for a few minutes to be sure that we were the only two there. I was so horny from dancing, acting femme and looking at all those girls and guys that I had developed a semi in my panties. I produced a joint from my purse and sparked it up. The first inhale was an instant buzz. It was cool out there but the stick I lit up soon was warming me up. Matt doesn't normal smoke up so I didn't offer at first. She was standing very close to me for warmth with her arm around my waist. Her Chanel perfume smelled fresh and was making me even hornier. I asked her if she wanted some smoke which she responded "sure" to. Instead of handing Michelle the joint, I inhaled a toke and planted my mouth on hers. She let me supercharge her but instead of pulling away I kept my lips on her lips. Michelle responded by letting her tongue enter my mouth. I couldn't hold back anymore and kissed my best friend with passion. We were necking like a couple of teenagers. Michelle was sucking hard on my tongue like at was a cock. Her hands were all over my ass and then up my skirt feeling my erect member. I grabbed hold of Michelle's nice round ass while continuing our passionate kiss. After making out for about ten minutes we became oblivious to what was happening. We had not seen the bouncer watching us. After hearing his throat clear we turned with a startle to see the big, black guy, with his arms folded, standing at the door watching us. We stood in shock, both of us looked like deer caught in the headlights of a car. He turned his head into the bar and said, " Mike, come here for a minute." I was scared shitless and could not move a muscle. Michelle was the same and I could feel her tremble. Trying to run away in high heels was useless anyway. Mike arrived at the door and looked out at us. He turned to his buddy and asked, "what gives?" The black bouncer replied, "these two pothead faggots were back here sucking each others face." He had made us and I was stunned at the conclusion. I quickly realized that it had to have been our mutual erections propping up our skirts. How long had the bouncer been watching? "They are guys, holy shit," Mike responded noticing the obvious tents our skirts made. Mike was staring intently at us, mainly me. He squinted as he approached. Our only escape was completely cut off. "I thought this one looked familiar when they walked in earlier," Mike realized. "This guy works at the Anderson building, my day job," he added. Utter panic and fear was taking deep root inside me. The black guy, Sam, asked his fellow strongman, "You mean you know this faggot?" "I see him at work, but I always thought he was straight," Mike confirmed. "I've seen him flirting with a lot of girls from the building." "Whatever man, the only thing straight I see is under those skirts," Sam added. "What did you catch them doing?" Mike asked. "Were they fucking?" "No, they were smoking weed and kissing but I bet they were about to give each other head before I stopped 'em," Same suggested. "Are you serious man? No fucking way," Mike said in disbelief. "I know what I saw !" the dude exclaimed. "I gotta see this man," Mike said as he came closer so he was only a couple feet from us.. "Let's go you two, start kissing." Judging by the posture of these two behemoths it was obvious we were going nowhere until we appeased them. Slowly I turned my head back toward Michelle's. She quickly grabbed my chin and pulled my face to hers, kissing my open mouth. We stayed locked in a panicked kiss as Mike, astonished said, "Son-of-a-bitch!" His buddy Sam was howling. "I'll bet'cha they suck dick too," he laughed. Mike was interested. "Good idea man, hey you," he called as he pointed to me. I turned to look at him frightened. "Suck your buddies cock. Let's see you do it." The fear and excitement drove me down on my haunches as I lifted up the hem of Michelle's pink skirt. I pulled her panties aside, just below the balls but held them up in the back as I cupped her ass with my left hand at the same time. Matt's dick was thick and hard like granite. I gave it a couple slow licks on the under side which I know is super sensitive. I gave the entire knob a tongue bath wetting it with my saliva. Then I couldn't take anymore and jammed the whole rod right to the back of my throat. I had imagined sucking Matt's cock for a long time and with him dressed as Michelle and me as Mary I was getting the chance. In all my dreams of sucking my friend's cock, I never imagined that it would be under these circumstances. The bulbous head of her cock brushed passed my tonsils with one quick stroke. As I stroked her cock with my mouth ever so nicely she responded by rocking her hips back and forth. I was loving her sweet meat. The bouncers were mesmerized. Sam was saying, "Go white boy, go !" as he tugged at his groin. Mike was rubbing his cock through his pants too, I noticed from the corner of his eye. After only a few minutes Michelle's breathing was getting short. I could feel a film of salty pre come slide down the back of my throat and I knew it would be soon. Being a tease I pulled my face away for a second only to clamp onto her balls. I sucked them one at a time and licked the whole, smooth bag. I squeezed her ass cheeks as hard as I could. I could feel her getting frustrated. She grabbed my head, trying to shove that dick into my mouth. There was a pearl drop of cum right at the tip of the head. I flicked my tongue on it pulling it up and away from her making a long string. I smiled at seeing my lipstick around the shaft of her cock. She became too strong for me and forced it all in passed my teeth. I wanted it anyway and took it deep. My mouth became suddenly hot as her cock pumped the hot cum down my throat. I hung on and swallowed as best I could but there was so much, some dribbled out the corners of my mouth. I was careful to save a mouthful of Michelle's juice and stood up slowly. As if she knew what I was thinking she pulled me to her lips and kissed me on the mouth full and open. I let it drain from my mouth to hers. Both our faces and lips were covered with sticky white goo. Our lipstick was a total mess. As we shared our kiss Sam said, "Fuck them, I want my dick sucked." Mike was excited too saying, "Me too, get over here you and suck this!" as he pulled his meat out. He was talking to Michelle who looked at the ten inch or better log placed out for her. As my girlfriend licked her lips she dropped to her knees in front of Mike and started licking the huge piece all over. By then, Sam, the big black bald doorman had grabbed my arm and had dragger me toward the stairs. He went up to the third step and I stood on the ground. His crotch was right at my face level. I pressed my face up against his jeans and could feel the outline of a very promising hard-on. As the fly was pulled open he did not disappoint me as I got a glimpse of the beef I was about to devour. His penis was enormous. It wasn't completely hard yet but was easily ten inches long. His big purple balls were tight and just begging to be sucked. I latched onto one of them. They were so large that I could barely get one into my gapping mouth. As I sucked hard on each one I could feel his bone getting harder against my cheek. Alternating to the other testicle, my hot breath from my nostrils tensed the underside of the big black prick. After a couple of minutes of this he said, " all right bitch, start sucking my cock." "Love to," I thought to myself. "But how?" I licked the tip with my wet tongue and tried stretching the corners of my mouth to accommodate it. My jaw was aching but I managed to get that cock past my tonsils. I could see Michelle stroking Mike's dick in her face like a real pro. Her brown curls were bouncing with the motion. She was into it. Catching me off guard, Sam forced his meat down my throat, choking me. As I gasped for air he didn't let up. I tried to calm down so that my throat muscles relaxed and I could breath. My throat received him as my nose was touching his smooth black belly. He held my head there for a minute as he savored the victory. He then wanted more action and slid it all the way out. As the end of his dick cleared my lips ,I couldn't believe that I had taken an entire foot of mahogany meat in me. He slid it back in. It was much easier this time as I deep throated him again. I sucked his cock like that for a while, long and slow. Each time my nose touched his belly and his balls slapped my chin he would pause and groan before stroking it again. He was driving me crazy and I was really getting into it. After blowing my best friend and now this, I was ready to explode. So while I was blowing the bouncer, I pulled my own dick out and proceeded to pull on it. I got even hotter and wanted this guy's sperm. By the moans coming from Michelle it sounded like she was enjoying sucking off Mike. He appeared flushed as he fucked my friends face. I had a big cock of my own to worry about though. Sam soon turned feverish and began taking short, fast thrusts at my mouth. My one little hand took strokes on my dick, the other at the base of his. In about two minutes of hard cock sucking I could taste his hot semen on my tongue. He pulled back suddenly, letting go an enormous geyser of cum. Come was flying out which splattered onto my face. Some got in my eye, stinging me. I clenched my eyelids shut as I felt blob after blob spray my entire face. My makeup would be ruined. I kept my mouth open and my tongue out as drops shot inside. As he jerked it off he placed the tip of his dick back onto my tongue, holding the last shot which nailed the back of my throat. Then he jammed his receding member all the way in one more time right up to the balls. The hot cum was dripping was down my face, down my throat, and off my chin. Having his huge black dick in my mouth was all I could take as I came too, blowing wads of semen into the air and down my knuckles. After wiping my eyes, I had to see what Michelle was doing. She was looking back at me with a glazed face as she had taken Steve's load on her chin as well. We both smiled at each other as we ate the cum that we wiped from our faces. My own cum was mixed in with Sam's which was like eating a huge meal. As the two satisfied bouncers were zipping up I figured we were finished. It might have been smarter to just get the hell away from there by going down the ally. One look at Michelle told me that we had better get cleaned up first and fix our makeup before heading down the street. I cleared my coated throat and politely asked, "Can we go back inside to clean ourselves up?" Sam and Mike whispered to each other for a second and then waved us back into the club. We all went back inside the now empty bar. "We gotta lock up," Sam said. Michelle and I went back into the ladies room and wiped the remains of sperm from or faces. We then began the process of making ourselves try to look lady like again with the makeup from our purses. It wasn't perfect but it could have got us home. We stepped out into the dark, quiet bar and were greeted once again by the bouncers. I figured that after the blowjobs, all was cool and we would be on our way. "All right, bye" , I said as I moved toward the door. Sam stepped in front of us and said, "Oh we aren't finished with you just yet, you're not going anywhere." Michelle and I looked at each other inquisitively as the bouncers confabbed. The mood was unsettling again. There was no more safety of others and no one who could help if they decided to still beat the shit out of us. There was a single, small, waist high table near the two muscle men. We were ushered forward and waited on our fate. Mike turned to us and said, "Take off your panties bitches." Seeing as we didn't appear to have much choice, we both reached up and pulled down our lacy bottoms then threw our panties over a nearby chair. Soon after we were standing nervous and scared in the middle of an empty bar. Sam came over and started directing us. He got Michelle to lay down, on her back, on the small table. He positioned my friend so that her head hung over one edge. Next, he told me to climb on top in a sixty-nine position. The table was tiny and with Michelle laying on her back, it was nearly all covered. I straddled Michelle's head with my knees and spread her legs for a place to put my head. There was no place for my hands or elbows so I had to hold onto Michelle's white thighs just above her stocking tops. She grabbed onto the cheeks of my ass so that she could pull her own head up. My face was now in her crotch with her cock now rejuvenated pressing on my chin. I couldn't resist taking Michelle's cock in my mouth again. I sucked deep and hard. The tip of my reawakening cock soon found Michelle's wet tongue. We were soon in a nice, slow sixty-nine suck off. Meanwhile, our two gorilla bouncers were stripping off to nothing. Mike suggested we lube each other up good, because we were going to get fucked, wet or dry. Wet would be better so we curled up a little bit more and stretched passed each others scrotums. Good job that we were both very flexible. I darted my tongue around my friend's hot little hole. I spit on the little pucker to make it nice and wet. Michelle did the same to me. I could feel her pull my orbs apart and the tip of her tongue running circles around my asshole. Bravely, I stuck my tongue as far inside of her as I could. Her rectum was on fire. I plunged my tongue in and out of her tight butt hole like it was a pussy. Soon I felt her wet, eel like tongue penetrate me. It was heavenly. Next I inserted one index finger inside her ass very slowly. She was tight. I pulled it out and wet it in my mouth. It went in much easier after that. I wet my other index finger. Michelle started to catch on and began finger fucking me too. She placed first one, then two and finally three fingers into my rectum. It was painful at first but I concentrated on relaxing as I stretched Michelle's asshole open with my fingers. As we probed and licked each other's assholes, there was suddenly a big fat dick in my face. It was Mike's. Without any talk I opened my lips to accept the big fat cock. I could tell that Sam was standing behind me and getting upside down head from Michelle. She continued widening my hole with his fingers as I did the same to her. Mike caressed my throat with the head of his cock as I deep throated him with no trouble. I could even lick his balls with his root all the way down my throat. I was really hot again and dying for some action. Slowly, Mike withdrew from my mouth as his slick, shiny dick came down to Michelle's ass. I pulled my fingers out. Michelle's fingers were out of my bum then also. Soon I felt a large object at my backdoor and I knew it had to be the monster dick of my big black stud. At the same time that I watched Mike's dick disappear into my girlfriend's anus, I could feel Sam's cock penetrating me. It really hurt, as he was fucking enormous. I could see Mike's dick was balls deep inside Michelle. Her rim was stretched to the limits. As I winced in pain I soon realized Michelle had taken my stiff cock back into her mouth. This helped me relax and soon it wasn't so painful after all. I thought it would be best to return the favor so I slipped her cock back into my mouth too. It was quite a sight, Michelle's cock in my throat while her asshole was full with Mike's dick. Likewise, my dick was buried deep in Michelle's face while Sam's black nuts rested on her nose while he fucked my ass. We all moved slowly and methodically, sucking, and fucking like a well oiled machine. It was an unbelievable feeling having a cock in my mouth and another up my ass at the same time while being blown and watching my friend get bum fucked just an inch from my face. We all stroked in a steady rhythm. There was no pain anymore as the cock inside me was buried deep in my bowels. This machine like ass fucking and cock sucking went on for a good twenty minutes. I loved the taste of Michelle's cock as I gave her the best head I possibly could. Almost as if by magic we all started tensing at the same time. Michelle started shooting her load deep down the back of my throat, into my stomach at about the same time as I felt a hot load of semen fill my bum. I started coming too, all inside Michelle's mouth. I could see right in front of me white, slick cream up the sides of Mike's cock indicating that he was ejaculating inside of Michelle's asshole at the same time as the rest of us were coming. It was tough to concentrate and I was feeling dizzy as I had an orgasm and was being injected with sperm from both ends. Then it was over. We were spent. I watched Mike's penis withdraw from Michelle's bum all wet, sticky and brown. Michelle's sphincter slowly closed with a pool of hot, semen bubbling out of her rim. The tip of Mike's dick was touching my lips. Michelle's cock was lying limp against my face. I could smell that funky smell. Michelle had released my spent dick and was licking Sam's exhausted hose clean. I took Mike's cock in my mouth and sucked him clean. The taste of my spit, Mike's sperm and Michelle's rectum all at once was intoxicating. After Michelle and I had washed our fucker's tools clean with our tongues we started licking up the spunk from each others bums. I ate up the cocktail, sucking her bum hole dry. At the same time I could feel her tongue licking my ass clean. As the two apes crashed out on the nearby sofa, Michelle and I got up and looked at each other. Without saying anything we just started kissing. Our mouths pressed together and our tongues flicking together. The taste was incredible. It was the single most depraved thing I had ever done and loved it. We then got dressed, cleaned up again and left. Sore, tired but satisfied, we went back home to my apartment. After a brief rest we started kissing each other again. We stripped out of our party clothes and each slipped on a baby doll nighty. I slipped on a cute blue one, Michelle a red one. We left on our wigs and the remains of our makeup. Looking at the clock it was nearly four thirty in the morning..We slipped into bed, cuddled together and kissed softly as we giggled about the whole evening. We ended up not getting out of bed for nearly twenty-four hours but not much of that was sleeping. Wink.