Note: This story is entirely fictional. It does not depict real people or
real events. It is highly explicit and is not to be viewed by minors or those
who are easily offended.

Ally McBeal: Part 3 - Elaine's Suite Birthday Treat (m/FFg,tv,food)
by Wild Bill Wilde ([email protected])

"You want to do WHAT?" Terry said incredulously. Ever since he had become the
lover of Ally McBeal and her daughter Maddie Harrington, his erotic horizons
had expanded considerably, but he couldn't believe what he had just been

"I said, I want to dress you up like a woman and play a trick on my secretary

"But why?"

"Because when we handled a case about cross dressers, she claimed that she
could always tell the difference between a real woman and a man in drag. I
want to show her that she can't."

The conversation was taking place in Ally's large, old-fashioned tub, where
the three lovers were taking turns soaping, rinsing, and caressing each

"It'll just be for tonight, at the Bar Association's Secretaries Appreciation
Dinner. It's being held downtown at the Four Seasons Hotel. Elaine always
rents a suite for these things, so she can drink a little bit if she wants,
and so she doesn't have as far to go if she wants to drop her panties for
someone interesting."

"But why would Elaine be interested in another woman?"

Maddie giggled and fondled Terry's ball bag. "Because Elaine is totally bi.
Even I know that. In fact, Mom says that when things are slow at the office,
Elaine comes in and licks her pussy from under the desk."

"Besides, it's her birthday too, so she should be in a party mood anyway,"
Ally added.

Terry felt his cock begin to stiffen. "So what exactly are we going to do?"

"We'll go down to the hotel. I've rented the suite right next to Elaine's.
We'll get you dressed and made up, then we'll all go to the dinner. I've also
made sure that you'll be sitting next to Elaine and we'll be sitting close
by. Elaine's very aggressive when it comes to flirting, so just go along with
her. Eventually, she'll ask you up to her suite, we'll tag along, and will
she be in for a surprise when she sees what you've got!"

"A BIG surprise," Maddie chirped. "And we'll be there to see it."

"I can see it already," Ally said with a smile, pointing to Terry's cock,
rising stiff and proud out of the bathwater. Maddie swooped down and
swallowed the plum-sized head in one gulp, and soon she was sucking for all
she was worth.

Ally watched her daughter for a few moments, then gently touched the top of
her head.

"Maddie, honey, we've got to get ready, there'll be time for that later."

Terry's cock slid out of Maddie's mouth with a loud, wet pop. She looked up
at her mother, a pouty expression on her face. "Promise?"


And with that, they climbed out of the tub.

Later that evening, ensconced in the suite at the Four Seasons, Terry's
temporary transformation was almost complete. Ally had expertly applied
Terry's makeup and wig and dressed him in a floor length sequined evening
gown. Elbow length gloves and a small purse finished off the ensemble. But
there was one thing that just wasn't right.

"Mom!" Maddie protested. "He can't go downstairs yet!"

"And why not?"

"Just look. He's pitching a huge tent."

Ally looked and saw what Maddie said was true. Even though Terry was wearing
pantyhose over panties, there was a noticeable bulge in the gown.

"You're right. We can't have that. It'll spoil the surprise. Maddie, come
over here and help him out."

Ally held up the hem of the gown, and Maddie knelt down in front of Terry.
She licked the generous bulge in Terry's pantyhose, then tenderly peeled the
stockings down to his knees. The fat crown of his cock, already dribbling
pre-cum, protruded above the waistband of of his silky panties. Maddie began
licking his swollen balls through the flimsy panties and didn't stop until
she had traversed the length of his cock and was wiggling the tip of her
tongue in his cumhole.

Terry shuddered and smiled, turned on not only by the first class blowjob he
was receiving, but from the highly erotic sights of both their reflection in
the mirror, and Maddie, mouth full of cock, smiling up at him. She paused in
her fellatio long enough to wrap her small hand around his cock and gently
pull it down like a slot machine handle, causing his panties to slide down a
bit, and letting his balls bob free.

"Jackpot," Maddie said with a smile, and resumed her blowjob, using one hand
to fondle Terry's cock and balls, while the other slid into her panties and
found her moist pre-teen pussy.

Ally was not idle during this time. She held up the gown with one hand, and
used the other to play with her nipples and pussy, and also used her tongue
to tickle Terry's ear, all the while whispering deliciously naughty things to

"C'mon, Terry, give her a facial. You know you want to. You know she wants
you to. Now just relax and let it squirt all over that pretty little face.
Just let everything spurt right out the tip of your cock. Ohhhh yeah! There
she blows!"

With a smile and a sigh, Terry let his load loose. Maddie's cheeks ballooned
out and she swallowed frantically, trying to keep up as Terry's cock jumped
and spurted in her mouth and on her face. Cum trickled out the corners of her
mouth and over her chin. She kept sucking like a good girl until Terry's
softening cock slipped from her mouth with a wet plop. Ally helped him sit
down in a chair, then tenderly licked the cum from her daughter's face. Then
she turned her attention to Terry, gently and thoroughly licking his cock
clean and planting a lipstick-laden kiss on his cockhead before tucking it
back into his panties and pulling up up his pantyhose.

"Well then," Ally said with a smile. "Now I think we're ready to go to

Ally, Maddie, and Terry entered the Four Seasons' grand ballroom and found
the festivities in full swing. Some of Boston's finest legal minds, their
secretaries, and their paralegals, partook of an open bar and hors d'oeuvre
buffet while they mixed and mingled.

Almost immediately, Ally and company were hailed by a blond woman in a blue
dress with a plunging neckline that left her bountiful breasts almost
completely bare.

"Ally, Maddie, good to see you! And who's your friend?"

"Hi, Elaine. Good to see you too. This is Terry, she's a... good friend."

"Hi, Terry. Nice to meet you."

They shook hands and Elaine let her fingertips brush across Terry's palm.
They chatted amicably for a while until it was time to sit down for dinner.
Once seated, Elaine's flirting began in earnest. Looking at Terry all the
while, she ran her tongue around her lips, and leaned forward, giving him
an excellent view of her cleavage. She leaned across the table to get the
salt, and one of her ruby red nipples slid out of her dress and plopped
wetly into her champagne glass. She tucked it back in, but didn't seem to
be very concerned about the accidental show. Later in the evening, as
dessert was being served, Elaine raised her hand to signal the waiter. This
time both rosy nippled breasts popped out of her bodice.

"Ooopsie," Elaine giggled, slightly tipsy from the champagne. "I guess my
big ol' boobies don't want to stay in my dress tonight."

After the meal was concluded, the speeches began. They listened for a while,
then Terry felt Elaine's hand on his thigh and her tongue in his ear.

"I'm bored. Let's go up to my suite and get more... comfortable," Elaine
panted hotly.

"Can Ally and Maddie come along too?"

"Sure," Elaine purred. "The more the merrier."

A few minutes later they were getting down to business in Elaine's suite.

"Terry, would you mind unzipping me? I've just got to get out of this dress,"
Elaine said with a coquettish glance.

Terry obliged, pulling Elaine's zipper down from her shoulders to her ass.
She pulled her arms out of the sleeves, and her dress slithered down her body
and puddled around her feet. She stepped out of the dress and twirled around,
naked except for garter belt, blue stockings, and heels.

"Ta Da, here's the birthday girl in her birthday suit," Elaine said, bowing
to her applauding guests, then sashaying over to Terry and giving him a deep
tongue kiss.

"Now let's get you out of that hot ol' dress," Elaine said, tugging Terry's
zipper down.

As soon as the dress was off, Elaine knelt before Terry and reached to pull
down his pantyhose. She stopped when she saw his cocklump. With a quizzical
expression, she pressed her face into the pantyhose and licked several times,
then sniffed.

"What's going on here? I smell cock!"

"Peel her down to her bare skin and find out," Ally said with a devilish

Elaine did just that, practically ripping Terry's pantyhose and panties off
his body. She let out a squawk of surprise as his cock jumped out, nearly
smacking her in the face.


"I guess you can't always tell the difference, can you Elaine?"

"What? Oh who cares about that now? Let me at that cock!"

"Not just yet, we've got one more surprise. Maddie!"

Maddie quickly opened the door to the adjoining suite and wheeled in a
birthday cake that was shaped like a giant cock, complete with balls and
shaved chocolate "pubic hair." Written in icing on the top was "Elaine's
Birthday Dream Cum True."

"What a wonderful surprise!" Elaine squealed, clapping her hands. "Good
friends, good cake, and a beautiful new cock to play with!"

"Actually, Elaine, you've got two cocks to play with," Ally said, shrugging
out of her dress, revealing a foot-long strap-on. "Happy birthday, you
sizzling slut!"

Elaine was almost delirious with joy and didn't know where to begin. Ally
took her by the hand and led her to the king size bed. Ally lay down first,
then motioned Elaine to lie on top of her. Elaine did so, maneuvering around
until the strap-on was buried in her pussy. Terry lightly fisted his cock,
spreading the dripping pre-cum the length of the shaft. Then, he walked over
to Elaine and began squeezing his cock into her tight ass, not stopping until
he was balls deep. Elaine let out a whoop of joy as Terry and Ally began
pumping in and out. Maddie watched, getting more and more turned on, knowing
her part would come later.

It only took a few minutes of the double-dicked assault on both her holes
before Elaine reached paradise. Her pussy dripped, spurted, and gushed as her
world was rocked by a major orgasm. Ally came next, frantically pistoning the
artificial cock in and out of Elaine's pussy as her body shook with pleasure.
When Ally's orgasm had subsided she gingerly slid out from under Elaine and
joined Maddie.

"C'mon, Terry," Ally panted, "Give Elaine her present."

"Yeah, oh yeah, let me have it. Blast my ass!"

Maddie licked and fondled Terry's balls. That did it. He grunted and sighed
and the cum began gushing, filling Elaine's ass to overflowing. Ally and
Maddie dived right in, licking up all the excess cum that they could.

Everybody sat down and relaxed after that, dreamy smiles on their faces. By
and by, they donned the complimentary bathrobes the hotel had provided and
shared the cake while they watched a porno movie on cable. By the time the
movie had ended, all of them were ready to go again.

"Maddie, I think it's time, will you do the honors?"

"Sure, Mom."

Maddie went to the cake plate, grabbed a handful of leftover cake and
frosting, then parted Ally's robe, and rubbed the cake and frosting on her
pussy, saving a small dab for each of her mother's nipples. She repeated
the process with Elaine, then dabbed frosting on each of her own milk buds.
Finally, she pulled out the waistband of her red and white striped panties,
dropped in a small piece of cake, then rubbed it around with her hand,
making sure her pussy and pubic sprouts were well coated before peeling off
her panties.

Then the ladies lay down on the floor, forming a triangle as they licked the
cake from each other's pussy and breasts, pausing only to change position so
that everybody got a taste of everybody else. Terry stood by, watching,
lightly fisting his cock, making it even harder.

"Ok, Terry," Ally said after the girls had licked each other clean. "Here are
your instructions. I want you to stick your prick into that cake, and then
fuck each one of us in the ass and the pussy. Repeat until you're ready to
come. Then let us know."

Terry did as he was told, sinking his prick into the cake up to his balls,
while the girls waited nearby on all fours, backs arched, asses high. Then
the fucking began. Ass and pussy, ass and pussy. Terry went up and down the
line, pausing only to put more cake on his cock. The room was filled with
the moans, groans, grunts, sighs and squeals of great sex. Terry lost count
of the number of times he'd plunged each girl's pipes before the come
started to rise in his balls.

"It's happening, it's happening," he groaned frantically.

The ladies quickly knelt in front of him, mouths open, tongues out, fingers
caressing his balls. Terry jerked his cock furiously and came with a mighty
grunt, spurting his steaming cream soda over three grateful faces and
tongues. The ladies licked each other clean, then licked Terry clean, before
they all collapsed on the king-sized bed for some much-needed rest. They all
had smiles on their faces, and Elaine softly sang "Happy Birthday To Me," as
they drifted off.

The End (for now)

COMING UP NEXT: Ling's Adventures In Babysitting


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