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Archive-name: Changes/specfrn3.txt

Archive-author: The Armor Plated Wombat

Archive-title: Two Special Friends - 3 - At the Fair

Copyright 1992, The Armor Plated Wombat . All rights reserved. License is 

hereby granted to republish on electronic media for which no fees are 

charged (except for the media used), so long as the text of this copyright 

notice and license are attached intact to any and all republished portion or 


Author's Note: Please remember that "Tammy" is actually Tim 

dressed in some of Paul's mother's clothes. 

Also, this is the last episode "Two Special Friends" planned at this 

time.  However, don't despair, the saga continues with the 

"Brotherhood of Tim" series, coming soon.

Chapter  1: The Dilemma

As Paul paid for the fair tickets, a familiar face came out of a small shed set 

up behind the table.  "Hi Paul",  Cindy said, "Who are your 

friends?"  Paul shot a quick look of concern at Tammy (whom we know is 

really Tim), what were they going to do now?

Chapter 2: Pleasant memories

As his mind raced, he took in every aspect of what she was wearing for he 

remembered the outfit well.  The pants were spectacular.  Cindy was 

accomplished at leatherwork and the pants showed it.  Made of a rich brown 

medium thickness leather, they fit her curves perfectly.  They also had special 

detailing on the front, for instead of a normal fly they were similar to 

sailor's pants.  A hidden belt ran across the front, fastened by two snaps.  

There was a flap across the front of the pants which extended from  a few 

inches above the crotch to the belt.  The flap was closed by four snaps on each 

side and six running  along the belt at the top.  Cindy was also wearing a 

snap front red check cowgirl shirt with six snaps on each cuff and a vest 

which was made from an Indian blanket and was just tight enough to 

emphasize her bust line.

The first time Paul saw Cindy like that was at the stable, where she had 

invited him for his first riding lesson.  Unfortunately, Paul's horse had 

remembered a previous engagement and thrown him about ten miles from 

the stable and taken off.  After Cindy made sure he was not hurt she had 

laughed, for Paul looked like such a bewildered little boy as he sat there

in the dirt.

Cindy's horse was a very powerful yet gentle beast, so they decided to 

finish their planned ride together.  Paul got on behind her and obeying orders, 

held onto her tightly.  She could feel his warmth against her back as the rode 

along.  His hands held her gently  just beneath her breasts and she could not 

tell whether it was just the motion as the horse trotted along or an 

intentional effort by Paul that had her so aroused.  She got a clue when his 

hands moved lower and unbuttoned her vest and then moved up and down to 

stroke her from her breasts to her thighs.  After this had gone on for some 

time, he stopped and dropped his hands to her lap.  He slowly unsnapped her 

pants flap along each side and inserted his hands into the warm dark caves 

that formed.  He spent some time exploring this unknown territory.  A 

strange web of cords vexed him and he explored further, but he could not 

determine what they were.

Reaching around Cindy, he grabbed the reins and stopped the horse.  He then 

suggested that they take a break, as his bottom was a little sore.  If the truth 

had been told, he would have mentioned a problem that was a little further 

forward as the cause for their stopping.

They got down off the horse and Paul grabbed a blanket that was rolled up 

behind the saddle.  When Cindy saw this she smiled and went over to lean on 

a large oak tree nearby.  They let the horse graze as Paul spread out the 

blanket.  As she walked over to him, he tripped her and then caught her to 

break the fall.  He landed gently on top of her and she smiled up at him and 

reached up to unbutton his shirt.  After two buttons of the Pendleton shirt 

were undone, she saw the top of a light blue undersuit peeking out.  

Intrigued, she open his shirt down to the belt line and then examined the soft 

fabric and button loop closures of the undersuit.  "It looks really 

comfortable", she said.  "It is", Paul replied, "want to try 

it?".  Cindy agreed and Paul told her that she would have to work to get 

it.  She pushed unexpectedly and Paul. the great wrestler, fell over.  Getting 

on top of him, she released his belt and unbuttoned his jeans and pulled them 

down around his ankles.  Opening the last button on his shirt, she spread it 

out and kneeled in it to pin him.  She then opened each button and loop 

closure, taking her time and admiring the emerging panorama of the hills 

and valleys that comprised Paul's athletic body.  When she got to the 

waist she had a problem, for she was sitting on the rest of the buttons.  She 

raised up a little and reaching under herself, undid the final buttons.  Then, 

she grabbed his penis in a firm grip and said, "Now Mr. Weasel, you 

must bargain for your life".  In an attempt to increase his bargaining 

position, Mr. Weasel puffed himself up like a blowfish, becoming many times 

his former size.  This had the desired effect and Cindy let go and backed off a 

bit.  Seizing the moment, Paul acted.  Hampered by the pants around his 

ankles, Paul's reversal was technically very sloppy, but he did end up on 

top of Cindy.  Crying, "Revenge of the weasel", he grabbed one side 

of her shirt with each hand and tugged sharply.  With a series of small reports 

the snaps gave and her shirt opened.  He then put his fingers in the spaces 

between the snaps on the top of her pants flap.  Another tug and they too 

gave way.  Noticing the belt, he made quick work of it.  Now, he had an 

answer and another question.

The answer was that the network of cords ran back and forth across her 

panties in order to adjust them (similar to the fashion in medieval times) and 

ended in a bow.  The question was, what was he going to do now?  Looking at 

Cindy, he didn't see any apprehension or fear, so he decided to gather 

more information.  Unsnapping her bra in the front, he gazed on her two 

perfect breasts.  Instinct took over and he moved down to softly suck and lick 

them.  His tongue was a quick learner and soon he had Cindy rocking back 

and forth and begging for more.  He then nibbled her neck and gradually 

worked his way down, making a progressive dinner of Cindy until he got to 

the dessert.  Untying the bow with his teeth, he then used his hands to slide 

her panties down and expose her tunnel of love.

To aroused to continue with any more preliminaries, he plunged right into 

the tunnel.  Moving in and out of her love tunnel, Paul strained to bring them 

both to climax.  He continued until they both saw stars in the afternoon.

The horse knew the way home, which was just as well, since neither 

passenger was paying much attention.  Cindy was in heaven and felt a soft 

warm sensation covering her body.  It was Paul's undersuit, which 

peeked out just above her shirt opening.  In back, Paul enjoyed the pleasantly 

scratchy sensation of the wool shirt on his bare back and chest.  But in his 

jeans, his genitals and buttocks felt a firm hug from silk held firmly in place 

with snug cords.  They both hummed all the way home.

Back at the stable, Paul saw the horse that had thrown him running around in 

a corral.  Making a small financial transaction with the stable boy, he 

arranged for the horse to get what it deserved.  Every day for the next 

month, that horse (and Cindy's too) got a lump of sugar and a carrot.  

Paul always paid his debts.

Chapter  3: Kissing Cousins

This memory only took a fraction of a second to relive, so as Paul returned to 

the present he saw Cindy still waiting patiently to be introduced, although 

she was obviously most interested in the "girl" Paul was with.  

Thinking quickly, Paul introduced his "cousins" to Cindy.  She 

relaxed visibly as she realized that Tammy was no competition for Paul's 

affections (if only she knew the truth).

As an official greeter for the fair, Cindy did an extra special job, giving each

cousin a hug.  Tammy returned the hug with a little more gusto than one 

might expect, but ,"Perhaps she doesn't know her own strength", 

Cindy thought.  The boys were also very affectionate, and Tommy was 

especially interested in the leather knots that served for buttons on her vest.  

She explained patiently about who made the vest and how, while Tommy 

unbuttoned it experimentally.  This gave Paul a better view of the delights 

within and he made a mental note to give Tommy a carrot and a lump of 

sugar when they got home.

Chapter  4: Guests of Honor

Cindy arranged with her supervisor to take the rest of the day off (she was a 

volunteer, after all) and told the group that she would give them an 

insider's look at the fair.  Paul was more interested in getting an 

insider's look at something a little more personal, but he thought this 

would do to start.  With Cindy on his left and Robbie on his right they entered 

the fair.  Tammy and Tommy walked beside them, with Tammy closest to 


Chapter  5: Sharing the Wealth

This group of friends and lovers strolled around for the next hour, at which 

time Tammy and Tommy decided to do some exploring on their own.  Taking 

advantage of the VIP badges that Cindy had given them, they moved back 

into the livestock area, where only contestants could usually go.  Finding a 

secluded corner, they found a small boy watching his prize winning sheep, 

lost in boyish daydreams of victory.  The boy had on a new set of overalls, a 

soft, thick flannel shirt, and a union suit on underneath.  While Tammy kept 

lookout, Tommy approached the boy from the back and very carefully, 

unbuttoned the three buttons on each side of the overalls.  He then moved his 

hands inside and gently cupped the boy's balls in his hands, stroking them 

gently.  After a few seconds of this the boy became aware of the intrusion 

upon his person.  However, it didn't seem to be doing any harm and so he 

let it continue.  The massage stopped briefly and he felt someone opening the 

bottom buttons of his union suit.  Then the massage  continued and the direct 

contact between genitals and hand made it feel even better.  The hands 

worked for a few more seconds and then stopped and withdrew.  He turned 

to see who his benefactor was, and there stood Tommy.  "Come with me 

if you really want a treat",  said Tommy.  They walked together until they 

found a likely spot, a secluded hay pile with an old horse blanket nearby.  

Spreading the blanket out they both lay down.  Tommy than began to undress 

his new friend, removing the overalls and then slowly unbuttoning the 

flannel shirt.  As each new button of the union suit was exposed he opened it 

also, and petted the boy's exposed flesh. 

After everything was opened, he removed the boy's shirt and showed him 

how to stroke himself, while Tommy got ready.  Tommy then removed his 

jacket, unbuttoned his shirt and unbelted and unsnapped his pants.   He then 

opened his undersuit, so that they would  touch when he got on top.  Making 

a soft pad of the boy's shirt, he laid it on top of the boy's penis and 

then got on top of him.  Grinding back and forth, he stimulated them both to 

near climax, watching the boy's expression to tell when to change 

position.  At the proper moment, he moved downward and removed the 

shirt.  He then placed the shirt under his own penis and placed the boy's 

penis in his mouth.  Using his tongue and lips to best advantage, he soon 

climaxed the boy and enjoyed each hot spurt that shot down his throat.  While 

he was doing this, he held in his own juice with great difficulty, since the

soft shirt had continued to stimulate him during his activities.  Tammy joined 

them at this time and soon relieved Tommy.  They then removed the 

boy's union suit as a kind of payment for his education, and dressed him 

again in his shirt and overalls.  Leaving the boy dreaming quite a different 

kind of boyish daydream, Tommy refastened his clothes and he and Tammy 

returned to the public part of the fair.

Chapter 6: Sometimes You Hurt the Ones You Love

Meanwhile,  Cindy and Paul were looking at some antique tractors stored in 

a barn and Robbie walked on the edge of the loft, testing his balance.  It was 

too ambitious a goal and he slipped, plunging to the floor below.  Luckily, 

several angels has been spreading hay on the floor earlier that day in 

preparation for this moment and so the boy was only stunned and not hurt.  

Paul rushed over to the boy and started gently feeling him all over, asking if 

he could feel the touch and if it hurt.  Finally determining that the boy was

not injured he stood up, told Cindy to wait there and picked up the boy like a

bag of feed.  He then moved to a secluded corner of the barn.  In an empty stall

he put the boy down and sat on a bale of hay.  Silently, but with a grim face

he removed the boy's jacket.  Then he opened the belt buckle and unbuttoned 

the boy's jumpsuit.  He undid the cuffs and then pulled the jumpsuit down 

around the boy's ankles.  He then unbuttoned the boy's undersuit and 

pulled it downward also.  The boy looked puzzled until Paul put him over his 

knee, and then he struggled briefly.  After straining helplessly against 

Paul's grip, the boy stopped and silent tears began to run down his face.  

Paul rubbed the buttocks briefly as a sort of warm-up exercise.  Then his hand 

rose to its full height.  The hand that could break a half-inch pine board swept

downward to meet its target.

There was a slapping sound, a sensation of warmth, and only the slightest 

stinging to accompany it.  Paul had merely wanted to create a scene that the 

boy would remember for a long time, and not to hurt him.  Raising the boy 

upright, he dried his tears with a handkerchief and then kissed the boy and 

hugged him close.  He whispered, "You can't take chances like that, I 

love you too much to see you get hurt, you have to be careful.  Promise 

me?".  He let go and the boy moved back a little and nodded.  He then 

redressed the boy and smoothed his hair into place.  Taking the boy by the 

hand, they set out to rejoin Cindy and find something both safe and fun to do.

Chapter  7: Taking a Powder

The group rejoined and Cindy suggested to Tammy that they both visit the 

powder room so they could refresh themselves.  Tammy agreed and they 

walked off together, leaving Paul with the boys.  In the VIP restroom they 

discovered that they had it all to themselves.  As Tammy stood as the 

washbasin, washing her hands,  "she" suddenly felt a warm embrace 

around her midriff.  Looking in the mirror, "she" saw Cindy behind 

him, smiling.  "She" smiled back and was rewarded with a tickling 

sensation, as Cindy unbuttoned his  sweater completely and then unbuttoned 

his turtleneck from the middle to the waistband of the skirt.  Without pause, 

Cindy unbuttoned the skirt as well and unbuttoned the now exposed buttons 

of the turtleneck.  Reaching down to Tammy's privates, she got the shock 

of her life, for Tim's organ was roaring and ready to go.  Tim whirled 

around, put a hand over her mouth  in order to stop any scream.  As he did so, 

he explained the situation to her and then released her, waiting for her 

reaction.  She thought for a moment and then gave Tim the best kiss he had 

ever had in his life.  She then grabbed him by his suspenders and led him to 

the janitors closet.

Once inside, she finished opening his turtleneck and unbuttoned his skirt to 

the floor.  She unbuttoned his panties and exposed his manhood.  She then  

grabbed the two corners of the flap on her pants and with a practiced motion, 

she opened it completely in an instant.  Unbuttoning the lower part of her 

undersuit (a present from Paul as you remember) she exposed her cave of 

desire.  Tim's spelunker was more than ready to revisit this treasure 

cave, and luckily it was a good swimmer, for Cindy's entrance was rich 

with the fluids of her passion.  Tim plunged in and out, each probe deeper 

than the one before.  As he did so, Cindy put her arms around him under his 

clothes and hugged him tightly.  He responded by grabbing her around the 

waist, adding to the pressure between them.  They vibrated together until 

Tim's explorer found her treasure chest and both he and Cindy climaxed 

simultaneously.  They just stood there, basking in the afterglow and cooling 

down.  Cindy then helped Tim get dressed again and then refastened her 

undersuit and pants.

They then returned to join the others.

Chapter  8: The Doctor is In

The two of them returned to find a small crowd of people surrounding Paul 

and Robbie.  As it turned out, Robbie had been involved in a small scuffle with 

a boy who had called him a sissy and punched him in the face.  Unfortunately 

for that boy, Robbie's foster father had taught him a few tricks to defend 

himself and the other boy ended up face down in the dirt, eating a dust 

sandwich.  Luckily a security guard and several other people saw the whole 

thing and there was no doubt who the aggressor was.  The security guard 

offered to make a report, but the other boy's parents were to 

embarrassed about their son's behavior and carried him off without 

saying anything but, "No thanks".

Cindy saw that Robbie had a small cut on his face and insisted that they give 

him first aid.  Using a pass key she gained entrance to the first aid shack and 

opened a first aid kit.

While she was working on him, he reached out and fondled her breasts.  She 

responded by tweaking his nose.  He next reached out and opened a snap on 

her shirt.  She responded by opening several buttons on his jumpsuit.  By the 

time she had him patched up, her shirt and his jumpsuit were both open to the 

waist.  She picked him up and deposited him on a cot in the shack.  She then 

unbuckled his belt and unbuttoned the fly of his jumpsuit.  She then 

unbuttoned the boy's undersuit, stopping every few buttons to caress his 

body.  She even went so far as to lick and suck his young nipples, relishing the

feel as they stiffened a bit at her tender touch.  When she had his clothes all 

open, she helped him to remove the garments.  She then looked at this young 

stallion and licked her lips.  Holding her shirt open, she told him, "Finish 

what you start".  She then laid down on the cot and relaxed.

Robbie went to work in earnest.  He unbuttoned her  undersuit down to her 

waist and then looked for foam rubber, but all he saw was flesh.  He gave her 

breasts an experimental suck and decided he liked it (childhood memories 

perhaps).  He then examined her pants.  It took him a moment or two to 

figure out how they worked, but he then moved quickly, unsnapping the flap 

and belt in a matter of seconds.  He then unbuttoned the rest of the undersuit 

and looked puzzled.  The hair was there all right, but where was the 

"thing"?  As he explored the area his fingers went across her pussy 

lips and he pressed down slightly into the crack.  A shiver of pleasure ran 

through Cindy, but the boy backed off, fearing that he had hurt her.  She 

called softly to bring him back and then presented her arms, so that he could 

unsnap her shirt cuffs.  She then sat up and with his help, disrobed 


Coaxing him to explore her body and telling him to be as careful as he was 

when he played with himself, she allowed him to climb on top of her.  He got 

on top of her and immediately lay on his back, with his bottom directly over 

her satin slit and his head pillowed on her breasts.  She thought he might go 

to sleep, and this was not what she had in mind.  So she tickled him until he 

turned over to defend himself and then she positioned his penis just above her 

glory  hole.  It lay there limp, so while she petted his head and shoulders with

one hand, the other hand ran up and down the crack in his ass and scratched 

his crotch for him.   He gradually responded to the stimulation and grew stiff, 

and as his penis grew, it crept its way toward the promised land.  He enjoyed 

the silky feeling surrounding his penis and began to move up and down to 

increase the stimulation.  She had to coach him a bit to keep him from pulling 

completely out of her, so vigorously did he bump and grind. 

The boy did a man's job that day, but strange as it may seem, the whole 

time he was on the beautiful Cindy, his thoughts were of Tim.

Chapter  9: The Final Blow

By this time Paul was getting a bit peeved.  He thought of having a t-shirt 

made, which would say "Everyone else got sex and all I got was this 

lousy flashback".  However, upon reflection he decided that it was a 

fairly good flashback, and would probably become one of the fondest 

memories of his life.  However, all this did not compensate for the fact that 

his rod was long  and hard enough to drill for oil, with no relief in sight.

Paul was getting rather desperate now and as he looked around, his eyes 

spied some livestock.  He found a cow with sensitive eyes.  

"Moooooooooove On", the cow seemed to say.  He found an 

intelligent looking  sheep.  "Baaaaaaaaaaaaaaaaad idea", the sheep 

replied to his unspoken thoughts.  He saw a voluptuous looking girl.  

"Take me, I'm your's", her eyes seemed to say.  Now that his 

glands has set the basic agenda, his mind performed the subsidiary task of 

actually organizing the rendezvous.

Looking more closely as his intended partner, he noticed that not only was 

she extremely beautiful, but that she was Susie.  Ah, Susie, the girl of his 

youth.  Actually it had only been three years ago, when he was a freshman in 

high-school.  They had never formally broken up, but had just gradually 

stopped seeing each other during the year.  He started to go over to her and 

she suddenly saw him.  "Paul", she cried, as she ran over to him.  

"How nice to see you", she said warmly.  To overwhelmed for 

words, he just stood there, rubbing the grey sweater-shirt she was wearing.  

He took a few moments to examine the rest of her outfit.  As always, she was 

dressed to kill.  She had on overalls, but no farmer had ever worn overalls 

like these.  Made of springy light grey knit wool fabric, they hugged her every 

curve.  In addition to the normal details, a line of tiny button and loop 

closures ran from the top (which covered a bit over half of her breasts) to her 

crotch.  She had left the top six inches open, so that the clingy nature of the 

sweater-shirt could be plainly seen.  A blanket lined jacket, cut like a jeans 

jacket but made of black leather completed the outfit.  She had only fastened 

the bottom two snaps, so as not to hide the scenery.

She stood close as she made small talk with him.  As they moved about, she 

moved even closer and put her thigh against his crotch.  Noticing his 

"problem", she kissed him gently on the lips and took his hand.  

Moving across the fairgrounds, they once more went into the private areas, 

looking for a safe spot to relive old times.

They found an old blanket on a hay pile, which was still a bit warm (although 

beyond the ability of human senses to detect it) from the activities of two boys

getting to know each other better.  Always the gentleman, Paul helped her off 

with her coat and placed it carefully out of the way.  She responded by 

flicking his belt clasp open and in his mind he heard master control say, 

"Safety clamps released, we have go for liftoff". He helped her lie 

down upon the blanket and got down beside her.  He kissed her gently and 

got a ferocious response, she was really into tongue wrestling and she won 

two falls out of three.  He responded by slowly opening her overalls, 

unbuttoning the line of button and loop closures one at a time.  He pressed 

her soft sweater shirt against her flesh and she wiggled with delight.  When 

he got to the end of the line, he still saw the sweater in the way. "Hmmm,  

shirt tails over tail", he thought, "how droll".  He started to 

unbutton her shirt from the bottom and quickly discovered the ultimate cure 

for visible panty line, no panties.  Continuing upward, he confirmed that her 

bra and panties matched, both were absent.

She took over and unbuttoned his jumpsuit and undersuit at the same time, 

as if she was a starving woman.  As his swollen manhood came into view, she 

immediately started licking the tip, which shot lighting bolts of pleasure 

through Paul's frame.  She then started to engulf her prey and no boa 

constrictor ever had a more impressive technique.  In under a minute she took 

it all and was wearing Paul's fuzzy balls like a beard.  Her technique was 

superb and Paul strained to resist orgasm, in order to prolong the experience.  

Finally, as his semen gushed out into her mouth, she swallowed greedily, 

relishing every drop.  Paul laid back spent.  As he sat up to take a look

around, he felt Susie's hand on his chest, pushing him back down.  

"Now", she said huskily, "Maybe you'll last a bit longer 

during the main course".  He felt himself rising to the challenge as she 

climbed on top.  She undid her suspenders and pushed her overalls down.  

Then they began the second course.  The only thing that can be said about the 

experience is that people all over the fairgrounds felt as if  fireworks went

off that late afternoon, even though they weren't due to start until the 


When they returned to the main area of the fair, Susie had Paul's class 

ring on a chain around her neck and his heart in her pocket.  This was just as 

well, for she had lost her own heart to Paul, and so she needed a spare.

It was getting late and time to go, so Paul and Susie had one long last kiss, 

until they were to meet again.  Cindy dragged Tim over to where they could 

not be seen and gave him a kiss that showed up on seismographs over a 

hundred of miles away.  Then Cindy hugged each boy and gave Robbie a little 

peck on the cheek, for services rendered.

Chapter 10: Parting is Such Sweet Sorrow

They drove the boys back to their campsite, for the weekend was over and 

playtime was finished.  They had brought the boy's original clothes with 

them and the boys changed in the car on the way back.  Paul also made them 

presents of the clothes they had worn.  Each boy spent the last moments of 

the trip in their man's lap being held as close as possible, wishing that 

they were a real family and that they could be together always.

At the campsite, Tim had them pose for a picture.  Paul opened his jumpsuit 

and undersuit to the waist and the boys unbuttoned their fatigue shirts as 

well.  Tim snapped the picture and said that he would send them each a copy.  

He and Paul then buttoned their boy's shirt up and kissed them one last 

time.  Moving to the car they did not look back and sped off into the darkness.

The boy's crawled into their tent and talked of the fun they had and what 

they had learned.  As it grew darker, one boy started a lantern and they 

looked at each other in the glow.  An owl suddenly hooted and the boys felt a 

mutual desire for a closer form of companionship.  Two sets of hands 

undressed two bodies.  As they lay there with their bodies entwined in each 

other's, an observer would have seen two bodies, but only one spirit.  

Another link had been formed.

The End



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