Disclaimer: These characters aren't mine. I just took them out for a spin
and made them do naughty things.

Rating: NC-17

Pairing: Prue/Piper/Phoebe

Summary: When a spell to catch a succubus turns Prue into a man, the
Halliwell sisters take advantage of the situation.

Feedback: Comments always welcome!

Notes: Scenes borrowed from "She's A Man, Baby, A Man!" written by Javier
Grillo-Marxuach. Muchas gracias also to the folks at for
the work and dedication they put into transcribing each episode.

Charmed: Pistol Packin' Mama Part 2
by JT Langdon ([email protected])

Phoebe released Prue's cock from her mouth with a satisfied sigh and looked
up from between her sister's legs like a gopher peeking out of hole, a smile
tugging at the corners of her mouth as she took in the sight of her sister -
or was it brother now?- there on the bed, breathing hard, a look of sheer
bliss on her face, their half-naked sister Piper lying there next to her. She
and Piper shared a conspiratorial look then Phoebe crawled next to Prue and
kissed her hard on the mouth, giving her a taste of her own smooth cream.
Prue returned the kiss with a hunger that left Phoebe gasping for breath. She
rolled onto her back and pulled Prue on top of her, their lips never parting,
their bodies pressed together. Prue and Piper made short work of getting her
top off and in no time at all Phoebe had two very hungry mouths suckling at
her breasts. She thrashed her head from side to side, muttering breathlessly
as Prue and Piper ravished her tits. Piper seized a nipple between her lips
and sucked it while Prue flicked the other nipple with her tongue. The
combination had Phoebe mewling in pleasure. But while Piper was content to
feast on her breasts, Prue appeared to be setting her sights lower . . .
moving down her bare tummy with kisses. Though the fact that she was still
wearing shorts interrupted their rhythm for a moment Prue soon took care of
that, pulling down her shorts and panties in one tug. Phoebe groaned as much
in need as from the pleasure of having Piper's mouth around her breast,
spreading her legs for Prue like a cheap slut. But if Prue thought less of
her, it didn't show. She buried her face in Phoebe's cunt.

"Mmmph!" Phoebe gasped. She slammed her head back against the pillow,
grunting like an animal in heat as Prue licked her pussy. Goddess! Turning
into a man hadn't done a blessed thing to effect her prowess at eating pussy.
It was incredible! Prue would lick up and down the length of her slit then
slip inside, teasing her, making her wild with need. That expert tongue
slithered over her swollen cuntlips, grazing her clit, coaxing deep moans and
pitiful cries from her like a conductor leading an orchestra. And all the
time Piper was latched onto her breast like a starving infant.

Phoebe grabbed a fistful of Piper's hair and pulled her sister into a
searing kiss. She was out of her head with desire, needing Piper so much she
could have screamed! And it seemed like forever before Piper finished getting
undressed and straddled her face! But once she was staring up into her
sister's sopping wet cunt all was forgiven. She grabbed Piper's ass with both
hands and lowered that sweet dish onto her mouth, tongue-fucking her sister
from underneath. Piper groaned and thrust against her, riding her face,
grinding that warm, wet flesh against her lips. Phoebe answered Piper's manic
humping with sharp jabs of her tongue, burrowing in as far as she could go.
The approach she took with Piper was in stellar contrast to Prue's
lighter-than-air technique. Sometimes Phoebe couldn't even be sure Prue was
licking her, but then a sudden wave of pleasure would wash over her and she
would be reminded all over again that she had Prue's mouth on her. Even as
she explored Piper's depths one of those moments of pleasure surged through
her. Phoebe moaned into Piper's cunt. She could feel the first stirring of
climax beginning to rumble deep in her gut, like distant thunder warning of
an impending storm. The clenching around her face suggested Piper was nearing
climax, too, so Phoebe kicked it into high gear, fucking Piper with her
tongue. Piper reached down and frantically rubbed her clit, bouncing up and
down as she neared release. Phoebe could feel her own orgasm building up
steam, a dull ache in her belly getting stronger and stronger. Goddess! She
was so close now! Then Piper's cunt spasmed and she lapsed into her own
climax, heaving off the bed in the throes of orgasm while Piper came on her

Stealing one more taste of Piper's delectable cunt, Phoebe slipped out from
under her sister and sat up with a pleased sigh. God, that was good! The
sight of Prue kneeling at the foot of the bed, her face glistening wet,
brought a smile to her lips . . . a smile that widened when she noticed that
her sister was getting hard again. She motioned Prue closer and shared a
long, deep kiss with her older sister.

"I want to watch you fuck Piper," Phoebe whispered into Prue's ear. "Doggie

Prue sucked in a sharp breath, answering with a nod.

Moving to the side, Phoebe urged Piper to get on all fours then Prue settled
behind her. Phoebe stroked Prue's cock to full erection then guided her to
Piper's cunt, running the head up and down their sister's hot, wet slit.
Piper moaned softly.

"She wants your cock," Phoebe told Prue in a whisper. "Stick it inside her.
Let me see how you fuck her with that thing."

Phoebe trembled with excitement as she watched Prue's cock disappear into
Piper's waiting pussy. Gods! It was amazing! Prue slid her hands over Piper's
hips to steady herself then pumped her cock into their sister's slick hole,
fucking her from behind. Piper groaned and pushed back against Prue's cock,
meeting each thrust, grunting like a pig at a trough as Prue slammed into

"Oh! Fuck! Yes!" Piper's staccato gasp echoed each thrust of Prue's cock.
"Fuck me, Prue! Fuck me!"

And Prue did just that. Phoebe stroked Prue's back in loving encouragement
as her sister thrust harder into Piper's dripping wet pussy. The rhythm of
Prue's balls slapping into Piper's ass was frenzied, out of control. Sweat
dripped down Prue's face from the effort she put into fucking Piper, and
Phoebe could tell from the serious expression Prue wore that her sister was
going to come soon.

"Oh God," Prue muttered. "Yes . . . yes . . . yes!"

Phoebe swirled her tongue in Prue's ear then whispered, "Do you like having
a cock now?"

"Yes," Prue breathed.

"And you like fucking Piper with it?"


"Mmmm," Phoebe purred. "Are you going to come, Prue?"

Prue whimpered. "Oh . . . god . . . yes!"

"Let me see you," Phoebe growled. "Take your cock out and jerk off for me."

Prue didn't argue with her. She pulled out of Piper's cunt, took her cock in
hand, and began stroking at a feverish pace. "Oh . . . oh . . . God!"

Seeing Prue come was almost enough to set Phoebe off. Her sister groaned and
twitched then strands of thick, milky-white jism were spurting out of her
cock and across Piper's ass. Phoebe bent down and took Prue's cock into her
mouth, sucking out the last droplets of sweet cream before turning her
attentions to Piper's rear end. She nudged Prue aside and moved in behind
Piper now, licking Prue's spent seed off her other sister's ass cheeks. But
Phoebe didn't stop just because she'd finished cleaning up the mess Prue
made. That was just a snack! She flicked her tongue over Piper's asshole,
making her sister whimper with need. The poor thing hadn't gotten off! Prue
got hers and left Piper high and dry! She really had turned into a man!
Phoebe was more than eager to remedy the situation. She plunged two fingers
into Piper's gushing cunt, picking up where Prue left off, fucking Piper
from behind with her fingers while she swirled her tongue around the rim of
Piper's asshole. Piper meowed like a cat in heat, rocking back and forth on
her hands and knees as Phoebe pumped her fingers into that hot pussy. Gods!
Her sister was soaking wet! Phoebe slid her fingers in and out of Piper at
a furious pace, taking her sister back to the edge where Prue had abandoned
her just moments before. But she never stopped licking that sweet, sweet ass,
pushing her tongue into Piper's tight hole until her sister was squealing
with pleasure.

"Don't stop, Phoebe," Piper muttered, breathless. "Don't stop!"

Phoebe had no intention of stopping. She fucked her sister with three fingers
now, filling that pussy with her hand, taking Piper hard and fast while she
tongued her sister's puckered asshole. Her efforts had Piper so close to
release she began to sob. Phoebe hastened her pace, sliding her fingers in
and out of Piper's cunt, moving faster and faster, her tongue flicking wildly
between Piper's ass cheeks. Piper panted for more, pushing back against,
taking four fingers . . . five . . . her entire hand . . . moving closer and
closer to the brink of climax . . . a tongue up her ass . . . a hand in her
cunt . . . rubbing her clit . . . and then with a howl of ecstasy Piper came,
bucking like an untamed filly. Phoebe rode the crest of Piper's orgasm then
pulled her hand free, leaving Piper to collapse face down on the bed with a
exhausted sigh.

Taking a much-needed breath, Phoebe looked over to find Prue on her back and
stroking her half-hard cock. She smiled. "Well, you're just a little monkey,
aren't you?"

Prue laughed. "Now I understand why guys get so turned on watching two women
have sex. That was so hot!"

"Mmmm," Phoebe murmured. She took over stroking Prue's cock, feeling it
harden in her grasp. Perhaps her sister wasn't spent just yet.

"Oh . . . Phoebe. That's so good."

"Did your exes leave more than just clothes behind?" Phoebe asked. "Like,
say, protection?"

"In . . . my dr-drawer," Prue stammered.

Phoebe continued stroking Prue's cock while Piper rummaged around the drawer
of the nightstand, a victorious smile spreading across her face when she
pulled out a foil-wrapped condom. She tore open the package and took the
little circle of latex out, kissing the head of Prue's cock before rolling
the condom down their sister's impressive length. Phoebe smiled hungrily. She
was finally going to have that cock inside her!

Straddling Prue's hips, Phoebe moved her sister's cock into position then
slowly lowered herself onto it. Prue breathed a long, heavy sigh.

"Oh . . . god," Prue whispered.

Phoebe took it slow at first, rolling her hips at an almost lazy pace. She
wanted this to last as long as possible, not just for her but for both of
them. The feel of Prue's cock inside her was even better than she imagined,
and Phoebe rode it to a seductive rhythm, staring down at Prue so she could
watch the pleasure on her sister's face as she increased her pace a little.
Prue smiled up at her, sliding rough hands over her hips to pull her down
even harder onto that cock.

"Like this?" Phoebe asked.

Prue nodded. "Uh huh. You are so beautiful, Pheebs."

"Mmmm," Phoebe murmured. She moved a little faster now, putting more effort
into it, rocking her hips, bouncing up and down on Prue's cock, slopping her
cunt all over that long, hard shaft. Goddess, it felt good! As unbelievable
as it was, Prue was turning out to be the best man she'd ever fucked! And her
sister was loving every minute of it, too, fidgeting on the bed, one moan
after another escaping her trembling lips. Phoebe leaned forward and kissed
her sister, long and deep, the fire of their passion burning out of control.
Then Prue surprised her, rolling them both over, putting her on her back and
taking control of the situation. Phoebe gasped.

"I'm going to fuck you so hard," Prue told her gruffly.

Phoebe squealed with delight as Prue thrust into her, ramming that rock-hard
cock into her pussy, the slow pace she had taken cast aside in a fit of lust.
She clawed at Prue's back now, wrapping her legs around her sister's
midsection as Prue fucked her brains out. Her sister was proving to be a
wild man, humping her like a crazed animal! And from the funny way Prue was
breathing, it looked like she was nearing her end. Phoebe tightened her pussy
around Prue's cock, matching her sister's deep, penetrating thrusts, wanting
so much to feel Prue come. She raked her nails down Prue's shoulders hard
enough to draw blood, feeling Prue's cock throbbing inside her pussy, getting
closer . . . and closer . . . the weight of the tension knocking the wind out
of her . . . then Prue roared in pleasure and thrust into her one last time,
shooting a load into her cunt. That was all it took to set Phoebe off. She
came with Prue's cock still inside her, spinning end over end into oblivion.

In the wake of their lovemaking, the three Halliwell sisters were lumped
together in the middle of the bed, a heap of exhausted, sweat-drenched flesh.
Phoebe twirled her fingers in the hair on Prue's chest while her sisters made
out right there in front of her. She loved watching them and was almost
disappointed when their kisses wound down. Prue turned to look at her, so
much love and affection in her eyes that Phoebe shuddered. But she still
managed to return the smile.

"Are you okay?" Phoebe asked.

Prue nodded. "I will be, yeah. Thanks."

"You make a pretty nice guy," Phoebe told her.

"Yeah? You really think so?"

"Uh huh," Phoebe replied.

"And you won't be too disappointed when I go back to being a woman?"

"I could never be disappointed with you," Phoebe whispered. She bent down
and covered Prue's mouth with hers, sharing the kind of kiss she had been
watching Prue share with Piper. Both of them were breathing hard when it

"So," Prue began, grinning, "was I really okay?"

Piper giggled. "Yep. She's a man, all right."

"You did fine," Phoebe assured her. "But now that you've passed the sex test,
we need to work on some other stuff."

"What other stuff?"

"Oh, like how you walk," Piper said.

"And talk," Phoebe added. "You need to work on thinking like a man."

Prue laughed. "I just had sex with two women and I want to tell the world!
Isn't that thinking like a man?"

"Cute," Piper said, "but no."

"So we'll have to work on it," Phoebe said.

Prue asked, "And will I be rewarded for all this hard work?"

"Maybe," Phoebe said, reaching down and grabbing Prue's cock. "Do you think
you can be a good boy?"

"Yes," Prue whispered.

Phoebe smiled. She thought so, too. But it would take a little more practice.

The three of them gathered their clothes off the floor and got dressed,
trading loving kisses and fleeting caresses before heading down to the living

"Now what?" Prue asked.

Phoebe smiled. "It's time to make you a man."

"I thought you just did," Prue said, nudging her.

"Okay," Piper said, getting them back on track. "Confidence. The walk, the
talk, the handshake. It's all about confidence."

Phoebe nodded. Thank goodness her sister could think straight. One of them
had to! She wanted nothing more than to drop to her knees and suck Prue off
again, and without Piper there to keep them focused she would have done it.
What the hell was the matter with her? She loved sex, of course, and always
found it difficult to keep her hands off her sisters . . . no matter what
gender either of them happened to be! But this was different, somehow. She
was insatiable! Standing there in the living room with Prue and Piper,
innocent lives hanging in the balance, all she could think about was getting
them naked again!

"Sports," Phoebe said, pushing thoughts of sex out of her mind. "Men like

"And sincerity," Piper said. "That's the key."

"But," Phoebe went on, "what really makes a man is the clothes he wears, the
car he drives and the money he earns . . . according to Cosmo."

Prue looked at her like she'd lost her mind. "Okay. Helping. You're supposed
to be helping."

"Okay," Phoebe said. "Let's work on your walk.

Piper said, "All you have to do is visualize a man that you admire and then
you emulate him. You know, the walk will follow.

"A man that I admire," Prue said, nodding. "All right. I got that."

"Okay," Piper said.

Phoebe watched her sister walk a straight line. It wasn't bad. She really
could have passed for a man unless someone was paying very close attention.
And she was definitely paying attention. Did her sister ever have a nice ass!
Wow! But she tried not to think about that now. Seeing Prue walk like a man
had Phoebe thinking they just might be able to pull this off, but then Prue
turned with a flourish that would only pass muster if the succubus was
hanging out in a gay bar. Phoebe shook her head.

"The man you admire is Richard Simmons?" Piper asked.

Phoebe and Piper looked at each other and burst out laughing, but their
amusement was cut short by the doorbell. The three of them looked at each
other in panic. Now who the hell was that?

"Okay," Phoebe said finally. "I'll get Morris' files, try to put together a
list of attributes the succubus is attracted to. You two get the door."

"What?" Prue asked.

Phoebe smiled encouragement. "Well, think of it as a practice run for the
dating service. Oh, oh. I know. Tom Hanks! Everybody loves Tom Hanks. Think
of him."

"Tom Hanks," Prue repeated dryly.

"Everybody loves him," Phoebe said again. She left her sisters to get the
door and headed into the kitchen. Jesus, it was fucking hot! She opened the
freezer and stuck her head inside, the cold air making her shiver. But it
would take more than a blast of frigid air to cool her off. What the hell
was wrong with her? She'd gone through lustful periods before where she just
wanted to fuck all the time, but this seemed different. She couldn't get
enough. Nothing satisfied her. And the more she got, the more she wanted.
Hadn't she just gotten out of bed after a serious bout of lovemaking? Yet
there she was in the kitchen even hornier than before!

Shaking her head, Phoebe slammed the freezer shut. Something was definitely
wrong with her. This wasn't the usual sex-crazed Phoebe Halliwell who
couldn't stop pawing at her two sisters. There was another force at work


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