When I was twelve, I lived in an apartment building in the Bronx.  One of my neighbors was a very pretty girl, named Patsy, who was one or two years older than I.  She lived with her mother and aunt; I don’t know where the father was.  She was a model and also appeared on some television programs,  very nice and never acted stuck up.  One day, my mother said that Patsy’s mother asked her if I would be willing to model.  “They pay very well,” she told my mother.  My mother told her I would do it because we needed every nickel we could get.  The next Saturday, I took a shower and got all cleaned up and went to Patsy’s apartment.  Patsy said that she was glad I was doing it, because most of the boy models she had ever met were brats.  Patsy and her mother and I then left and went downtown on the subway.  We went into a building where they said the studio was.  Patsy’s mother told me that the advertising company that did the work was all women; women even operated the cameras.  She told me that they were very successful and that if they liked me, I could do a lot of modeling and make a lot of money. 

Anyway, a very pretty woman came over and said, “You must be Billy,” while extending her hand.  I shook it and she told me that her name was Mrs. Davis.  She told me to come with her to the dressing room.  I could see a bunch of girls sitting around.  Anyway, in the dressing room she told me to take off all my clothes and put on the white tee shirt and underpants.  She must have seen me blush because she said, “Don’t be silly or shy, everyone here has seen boys in their underwear.  You’ll be modeling that underwear and some other stuff.  When we’re not shooting, you can wear this robe,” handing it to me. 

When she had left the room, I put on the underwear and robe, and then left the dressing room, walking into the studio next door.  My jaw dropped when I saw four very pretty girls about my age wearing some frilly tops and very frilly petticoats, some of which you could see though.  I started to head back for the dressing room when Mrs. Davis grabbed my arm and said, “You don’t have to leave. Stay right here.  You can watch the girls as they model and learn something.  Besides they don’t mind a bit.  Patsy’s mother told me that you didn’t have any sisters and might be real shy.”  I looked over at the girls, one of whom was smiling brightly and said, “Don’t be shy, we won’t bite you and Patsy told us that you’re not like the creeps we usually have to deal with.”  She went on, “I’m Kathy; this is Peggy; this is Karen and last, but not least, this is Arlene.” 

“Hi,” I weakly responded, “I’m Billy.”  Kathy was wearing a very full, very beautiful blue petticoat of a very sheer material.  I could see that she was wearing blue panties with white lace trim on each side.  Peggy had a similar petticoat in pink with similar pink panties.  Karen wore the same outfit, only in yellow and Arlene wore a light purple outfit.  I sat down where Mrs. Davis pointed and was able to conceal the rather large erection I had developed.  The director told them to move and the picture taking began.  I could not hear the directions, but they alternately struck poses beside each other and then swirled around, causing their petticoats to billow out.  Meanwhile, the cameras were clicking like crazy. They seemed to enjoy it and they all had warm, dreamy smiles on their faces.  They were beautiful and I was hypnotized. 

Mrs. Davis came over and whispered to me, “They are beautiful, aren’t they?”  I nodded.  Every few minutes, they took breaks to go back to a dressing room to change into different petticoats, nightgowns, and slips.  Many of the petticoats were such that you couldn’t see through them, so the girls would hold up the matching panties. 

After about and hour (which really flew by), the girls went back to their dressing room for a longer break and Mrs. Davis said, “Okay, Billy, it’s your turn.  Take off the robe.”  I had almost forgotten that I was expected to have my picture taken wearing only briefs and a tee shirt and in front of about four women.  She said,  “Look, don’t be shy. We’ve all seen hundreds of boys in their underwear.”  With that she helped me out of my robe and walked me to a spot marked on the floor.  I was numb and did precisely what the woman director told me, turning and putting my hands the way she wanted them.  “You’re a natural,” the director said.  I was so locked into following the director’s instructions that I didn’t notice that all the girls had filed back in the room and were watching me.  When the director said,  “Okay, that’s all.  You were terrific,” I suddenly heard a whole bunch of applause and the four girls came running to me.  They were all wearing very full petticoats, and they put their arms around me saying things like, “You’re really cute,” and “You look terrific in those underpants.” 

I could feel the soft silky material of the petticoats around my bare legs as they kissed me and I developed a huge erection.  I must have been crimson with embarrassment, because Mrs. Davis said, “Back off girls, you’re embarrassing him.”  When they did, they must have noticed the big bulge in the front of my underpants.

When the director came over to me, I whispered, “I can’t help it,” glancing down.  She hugged me and whispered back,  “Your reaction is perfectly normal, so don’t be embarrassed.  In fact, the girls will be thrilled to know that they get you excited.”  She then told me to get back on the spot with my hands at my side and she posed the four girls around me; two were kneeling looking up at me, the other two standing and kissing me on each cheek.  I could feel the petticoats enveloping my legs.  The director told me to stay as I was, but was giving the girls directions I was too out of it to hear.  The girls were moving, changing positions with me standing like a stone with my hands at my sides and my face beet red.  The silky petticoats were swishing and swirling around my legs and I thought that I would explode.  They must have taken 50 shots. 

Just as the director said,  “That’s great and that’s all,” one of the girls put her hand on my erection through the underpants, squeezing it ever so softly and whispered, “Don’t be shy.  Enjoy yourself.” 

The director said, “Billy, I now want you to kneel down.”  I did so and moved at her direction until she said, “Hold it.”  Then, at her direction, one at a time, the girls each stood right in front of me and pulled up their petticoats and moved closer.  My face was no more than four inches from the front of their panties.  They each had mischievous smiles on their faces as they posed. 

“Billy, the look on your face is priceless.”  One of the other women said,  “The poor kid is going to faint, if he can’t cover his underpants soon.”  The director said,  “I think you’re right,” and with that walked away for a minute and came back with a powder blue frothy petticoat and handed it to me.  “Step into this.”  The top part of the petticoat felt like the same material used in girls’ nylon panties and I don’t know what the rest of it was, but it was light, and silky and almost like liquid.  When I had pulled the petticoat on, the feel of the petticoat on my legs was heavenly.  I thought I would pass out, when the director said, “Let’s take a break.” 

She came over to me with a coke in her hand for me and said,  “You look like you are going to pass out.  Sit down and drink this.  You have done marvelously and the girls are all crazy about you.  They understand that you are embarrassed, but they want you to enjoy it as much as they are.” 

After the coke, they took pictures of me with the girls, all of us wearing petticoats.  I was helpless.  In a few of the pictures, two of the girls were pulling up my petticoat to reveal my briefs while the other girls alternately acted shocked and then amused.  After some conversation between the women, Mrs. Davis led me back to the dressing room.  She told me to take off my underpants and handed me a pair of blue lacy nylon panties.  “Put these on”, she said, “you may as well have the full experience.”  When I had done what she told me, she led me back to the stage and more pictures were taken.  “Okay, that’s all.” She said to me,  “you have been so terrific through what must have been an ordeal for you, but you probably were too uptight to feel how nice the panties and petticoat feel. Don’t change yet.” 

She told me to walk around and talk to the girls.  I actually shocked myself and became a little more relaxed.  The girls all came over and were chatting with me and told me that they all liked me and that I shouldn’t be so shy, although they also said that they liked that I was shy so that they could control things.  Karen said, “Girls’ underwear is much prettier than boys’ and feels a lot nicer.  We hope that you can enjoy wearing the panties and petticoat.” 

With that, Patsy, her mother and Mrs. Davis walked over.  Patsy said, “You really look cute wearing that petticoat and I can see that you’re wearing pretty blue nylon panties too.  Tell the truth, don’t they feel nice?”  I could only nod as my face turned red again and my erection was back in full force.  “If you can get over a little of your shyness, I have lots of stuff I’d like you to try on in my house.  Her mother then said, “Billy, you really did very well.  Mrs. Davis and the director want you for a lot more shoots and don’t worry; they’re not all underwear ads.  Patsy and I thought that this would be a good experience for you and you also got to feel what it’s like to wear girls’ underwear.  The girls all loved seeing how shy you are and how much you enjoyed seeing them in their petticoats and panties.”

She said to get dressed in my own clothes and that we would be going home.  We went home and Patsy’s mother asked me to come into their apartment.  When we were inside, she said, “By the way, I hope that you did like the feel of the panties and petticoat. Well, did you?”  I said that I really did although I wouldn’t have expected to like it. 

Patsy smiled and said,  “You looked really cute in that petticoat and, I would like you to dress up for me.  Come with me.”  She brought me into her bedroom, which was very feminine and very pink.  She opened a dresser drawer and took out a pair of blue nylon panties.  She then opened another drawer and took out a very full, very frilly blue nylon half-slip.  She said that I should take off my shoes and socks and my pants and underpants and put on the panties and the half-slip and get into the bed.  She said she was going to change and she would be right back.  I did as I was told and was lying in the bed with an enormous erection when she came back.  She was wearing a very sheer and very pretty pink nightgown.  I could see through the nightgown that she was wearing pretty pink panties, but nothing else.  She twirled and asked,  “What do you think?”  I told her that she was beautiful.  She pulled up the nightie to show me her panties and then got into bed beside me.  “You know, Billy, I’ve seen the way you look at me when I’m dressed in a pretty, full skirt with a petticoat holding it out and I think that you like me.”

 “I do,” I said.  “Would you like to kiss me?”  I nodded.  She then told me to put my arms around her and she started kissing me tenderly.  I hugged her, feeling the incredibly soft and silky nightgown.  She told me to run my hands down her back to her backside and to feel how the layers of nylon rubbed against each other.  She then took one hand and placed it on her breast and told me to feel her breast gently through the nylon.  As I did that I could feel her hand pulling up my half-slip and then stroking the inside of my thigh until it reached my erection and then she gently stroked it through the panties. 

“Ah,” she said, “This is very nice.  I can tell that you have a crush on me and I want you to know that despite our difference in age, I really like you, too.  I want to be intimate with you, but since we can’t have intercourse, I would like to do then next best thing.”  With that she pushed the cover off and started to pull my panties down.  She then started to fit something over the tip of my penis.  “This is a condom and it will keep your semen from getting all over our panties and nightgown.  I’ve never done this before, so please excuse my clumsiness.”  When she was satisfied that it was on right, she slid the covers back up and pulled me close to her.  I could feel my erection rubbing against her silky nightgown.  She told me to kiss her again and I did.  She pulled up her nightgown and moved right up against my erection.  It was now rubbing against the panties between her legs.  “How does that feel?” she asked.  I was barely able to speak, so I just began kissing her tenderly.  She reacted by rubbing up and down against my erection.  “Please try to hold back a bit and stroke my breast,” she asked.  I could feel her have what must have been an orgasm.  She relaxed a bit and started kissing me passionately again and again started rubbing against me, putting my hand back on her breast.  Once again, she seemed to have an orgasm.  “Oh, Billy, this feels terrific.  I just had my second orgasm, so now it’s your turn.  Just rub back and forth against my panties and let me know when you’re about to have an orgasm.” 

As I moved back and forth against her panty-covered vagina, I could feel warmth and moisture and the silkiness of her panties was heavenly.  I could feel it building and she simply said, “Enjoy and squeeze me when it’s time.”  I squeezed her and she stopped moving and as the eruption started, she said, “Hold me.” 

When the spasms stopped, she said, “This was better than I had ever imagined.  Holding you while I felt your penis throbbing between my legs was so intimate and so lovely.”  With that, she started kissing me again.  “I love making out with you when you are wearing silky panties.  I love touching you and putting the condom on and then I love holding you while feeling you ejaculating.  Did you feel moisture down there? ”  I nodded.  She said that it was fluid coming out of her vagina.  “When a girls gets aroused, she secrets this fluid which act as a lubricant for your penis.  If we were having intercourse, your penis would have glided all the way up into me.  Also, my breasts got very sensitive so that your stroking them drove me wild.” 

She then hopped up, went to the adjoining bathroom and returned with some tissues, a warm damp cloth and a small towel.  She carefully removed the condom with the tissues, commenting, “Wow, you sure ejaculated a lot.”  She then gently cleaned me with the damp cloth and dried me with the towel.  She then leaned down and kissed my penis.  “I hope that this has been as memorable an experience for you as it was for me.  I want to get into bed with you often.  Any time you stop by, I will give you a fashion show and share my nylons, panties, slips, nightgowns and petticoats with you.  I love showing you my lingerie and seeing you get excited.  I would like to go to the movies with you once in a while.  I don’t mind that you’re a little younger.  In fact, I like that.  If you take me to the movies, I’ll wear a full skirt and petticoat and silky panties you’ll die to touch.  In the movies, we can make out and I’ll put your hand up my skirt right between my legs.  What do you say? ”  I was totally relaxed and I just pulled up her nightgown, put my head between her legs and kissed her vagina though her panties.  She held my head in that spot for a few moments and then released me.  She got up and told me to get dressed and meet her in the living room.  I did so and there was her mother with a tray of cookies and some glasses of milk.  She told me to sit down and handed me a glass. 

She looked at me fondly and said, “Quite an eventful day for you, wasn’t it?  Standing in front of some women and bunch of giggling girls in your underwear; watching pretty girls swirl around in silky frothy petticoats; watching as they showed you their panties with loving smiles on their faces; wearing a petticoat for the first time; then panties and a petticoat in front of girls who welcomed you and enjoyed you.  I know that you were tense and embarrassed a good part of the time, but that really adds to the experience.  Both Patsy and I have noticed how hypnotized you seem to be when a pretty girls walks by with a swaying skirt.  You’re our kind of boy.  Patsy and I have always loved seeing boys almost swoon over our swaying skirts.  I know that Patsy wanted you to herself for a while.  How did that go?” 

I said,  “I have never been so excited or had such a loving experience as I just did with Patsy.  She helped me to enjoy all the beauties of a girl.” 

“Did you have an orgasm with her?” 

“Yes.” 

“Oh, that’s wonderful, She so wanted to feel you coming between her legs.” 

Just then Patsy entered the room wearing a short, full skirt and said,  “ I think Billy enjoyed today and is looking for an encore soon.  I certainly am.  I told him that I would share all my nylons, panties, slips, nightgowns and petticoats with him.”  What a day!!!