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THE USUAL WARNINGS:

This is a work of fiction by a twisted mind. If you

are offended by graphic descriptions of natural and/or

unnatural sexual acts, if you are underage, or if this

type of material is illegal where you are, don't read

any further.

This is a fantasy. You will have to loosen your clench

on reality a little when you read it. This is a tale in

which physical acts and human responses are not limited

to, nor necessarily based in, reality. Some acts and

responses in this story may be physically impossible

and/or physiologically improbable.

Also, as is the case with most of the stories in this

newsgroup, all the women in this story are beautiful -

gorgeous, even. Gravity has not caused breasts to

droop nor have wrinkles creased unblemished faces. The

men (the leading men, at least) are hung like bulls.

They can get it up and keep it up often and at will.

In this special little fantasyland, there are no STDs,

morals, or unwanted pregnancies. Guilt is a four-

letter word. Most important of all, neither strength

of character, courage of convictions, nor moral belief

stand a chance against any erotic stimulus. This can

be as benign as an accidental glimpse of a bared ankle

or as stimulating as a whipping on the genitals.

For those of you who didn't understand the preceding

statements, GO AWAY!

This story is intended for the salacious entertainment

of consenting adults. Do not try to do any of the

things described in this story. You could injure

yourself or your partner, be arrested, or shot by her

father....

If you are under 18 years of age, GO AWAY! This story
will burn your eyeballs and fry your brain.

If material of a strong sexual nature is prohibited

where you are, GO AWAY!

By continuing, the reader accepts all responsibility

for any disgust, revulsion, jail sentences, or pleasure

that results from reading this story. If you don't, GO

AWAY!

You have been warned!

If you enjoy this story and feel the urge to post it on

a <free> site, at least give me (NightShade) credit for

it.

So, stick your tongue firmly in your cheek and enjoy

the story!....:)

NightShade













Mr. Walter's Helper

by NightShade

(FF, MF, oral, vaginal, anal, light bd, light sm, rom)

12/96, revised 6/99

Chapter 1

Elmer had watched the endless parade of job applicants

drag on for three days. For the miserly wages he was

allowed to offer by the cheap bitch owner who ran

Silver's Department Store, where he worked, it was no

wonder the people who applied for the job had no idea

what being a photographer's assistant was about. Most

of the applicants just sat in the chair across from his

desk and dumbly nodded or shrugged at his questions.

Then they usually asked him to sign a form for the

Unemployment Office to show they had been looking for a

job. What a fucking waste of time!

So it was with not a small amount of rancor that he

waited for his next appointment. Ol' lady Silver's

secretary had set this one up herself. Orders from the

top. No way to say `No' on this one. During the one-

sided conversation he had had less than an hour ago,

with the fucking secretary doing all the talking, he

had as much as been told that he would hire this next

applicant, no questions asked. This one, a young girl,

was a relative of the big bitch herself and Ol' lady

Silver was taking a personal interest in finding her

something to do.

How Mrs. Silver got saddled babysitting her niece made

for interesting speculation, but you had to give her

credit. She really had been trying to find a spot for

her to fit in and learn the department store business.

Apparently, Mrs. Silver's niece had screwed up her last

four positions in Finance, Counter Sales, Customer

Service and Shipping. Elmer guessed that put him at

the bottom of the corporate totem pole as the in-house

photographer for Advertising. Elmer was the last place

for the owner to dump her niece. She had already been

assigned to him. The interview process was simply a

formality.

He had been told to use her however he could and to

keep her out of Mrs. Silver's way. No one else in the

company wanted her after the stories of her

catastrophic performances in the other departments had

gone around the rumor mill. Elmer hadn't heard all of

them, but he could almost hear the secretary's eyes

rolling in her head over the phone as she had filled

him in on what Mrs. Silver didn't want to hear about.

Fuming and muttering to himself, he didn't hear the

timid knock on the door. When he didn't answer, the

knock came again, this time only slightly louder.

"Come in," he barked.

The door crept open just enough to admit an obviously

shy young girl. He guessed her age at 16 or 17, though

she had to be at least 18 years old to work here. Or

were relatives of the owner exempt? He couldn't

remember. The waif-like girl was dressed in a

shapeless old frock and run-down, but sensible shoes.

Her dirty dark hair was oily and stringy, hanging in

clumps. There was no make-up on her face. This

frumpy, lumpy shapeless blob was not at all what he had

expected of the owner's niece. He had expected a

spoiled brat, not Cinderella.

"Please, sit down," he said. Her wide-eyed innocent

look amused him, and he cocked his head as he looked at

her more closely. His photographer's eye automatically

analyzed her and he was surprised when he found that

she had possibilities in front of the camera. Very

strong possibilities. The bone structure of her face

would accept make-up nicely. She had classic lines in

her cheekbones and nose. He couldn't make out her

figure through the multiple layers of her dress, but

her face didn't show either excess fat or anorexia.

"Not a beauty right now, but she definitely could be a

looker," he thought to himself. Out loud he started,

"I'm Elmer Walters. So, you're going to be working for

me, Miss .?"

He paused, waiting for her to supply her last name for

him.

"Suzy," she answered. "Suzy Smith. But please call me

Suzy."

"OK, Suzy. What do you know about photography or

advertising?" he continued, not knowing what to expect

with this one.

"Oh, is that what you do down here?" she asked

innocently, not realizing she had touched a nerve as to

the location of his office. "Nothing, I guess."

Inwardly, Elmer flinched. "Damn that woman and all her

fucking relatives."

With a sigh, Elmer began to outline the

responsibilities of the job to the young girl. He

talked about working all night to meet the newspaper

deadlines, doing make-up for the models, building the

sets, getting the props down the freight elevators from

the various departments upstairs and then back before

the store opened in the morning, loading the still

cameras, working with the film, running the back-up

video cameras, setting up the lights for the shoots and

developing the film.

The girl sat quietly and listened. Elmer was not sure

if she had understood anything until he noticed a tear

trickle down her cheek.

"Oh, SHIT!" he swore under his breath. "A fuckin'

crier."

Biting his tongue, he softly asked, "Is there something

wrong?" It came out a whole lot more gentle than he

felt, but this was the boss's niece after all, and who

knew how direct the pipeline back to the boss was.

This show of sympathy, however false, seemed to break

the dam holding back a flood of tears. Finally, she

stopped the flow of tears, wiped the snot running from

her nose on a soiled handkerchief she pulled from the

sleeve of her blouse. She started mumbling with her

head bent down in shame.

"Suzy! Sit up straight and speak up!" he told her

sharply.

Startled, she sat up.

"Yes Sir! But I can't do make-up. I - I - I don't

know how," she managed to get out between sobs. "And I

wouldn't know which end of a camera to point at the

models. And, well, I - I -I.," she stuttered on.

"Easy to fix that," he answered. "I know a couple of

the girls up in Cosmetics. You can take lessons from

them. And we'll get you some clothes from the young
Miss Department and make an appointment with the Beauty

Salon." He paused. "Can you start tomorrow? OK?

We'll teach you everything else you need to know as we

go along."

The look of gratitude in her eyes amazed him.

"Had no one ever shown this kid even basic kindness?"

he wondered as he watched her leave his office. He

reached for the phone on his desk. He had several

calls to make.

Chapter 2

Over the next two weeks working in the basement with

Elmer, Suzy began to blossom. His assessment of her

potential had been conservative. The scared waif

turned into a beautiful young girl. The girls he had

contacted from Cosmetics taught her how to apply basic

make-up and she began to practice on herself. The

change in her appearance was simply amazing. Her hair,

now clean and cut in a simple over-the-shoulder

straight cut, was a deep chestnut brown and bounced

lightly as she made her way around the basement studio.

Her clothes still tended to be on the conservative

side, but he had a better idea of her figure, and it

made his prick itch and harden to think about the tight

young body hidden under those clothes.

He intentionally began assigning her tasks which made

her climb ladders and stretch out full-length, putting

boxes on the top shelves, or bending over tables and

saw horses facing away from him. Her pert young ass

tantalized him with the promise of fantastic curves.

Her firm young breasts completely filled in the tops of

the dresses she wore.

He had asked the clerks in young Miss if they could

tell him anything, but she had been very modest in the

dressing room and they had not seen anything. They did

tell him that her bra size, 38 C, was rather tight on

her, and that she didn't need one.

Elmer had even convinced the company nurse to examine

Suzy for her `employment physical.' The nurse had

never actually given one before, but knew the basics,

and, for Elmer, she faked it. She had raised her

eyebrows at his other request, but seeing the direction

he was headed with the na‹ve young girl, gladly decided

to help him.

The nurse had given Suzy a flat packet of tiny

"vitamin" pills to take each day. The pills, actually

for birth control, could be picked up from the nurse on

the first of every month - at which time the nurse

intended to get the gullible girl to reveal a complete

account of what Elmer had been up to with her. During

the faked physical exam, the girl's firm body had

caused a particularly familiar tingle in her own crotch

that she hadn't felt since nursing school. This girl
was one to watch, and, with time, the nurse was sure

she could get her hands back on those lovely tits.

Elmer had helped her out in the past with one or two of

the shy young things in the store. This one would be

no different.

Suzy had been acutely embarrassed at the thoroughness

of the exam, but had remained docile throughout, even

with the long, drawn out examination of her intimate

parts. She, too, had been aroused by the session, but

didn't know what it was she was feeling. She eagerly

agreed to take the `vitamins,' and vowed to do so

religiously.

Suzy was quickly learning about the advertising

business, but Elmer still checked her work. He had

finally been able to check out the stories about the

catastrophes surrounding her previous assignments in

the store and, if what he had heard was true, he

concluded that the real problems had been her fucking

supervisors. They seemed to have been too busy to

train her or supervise her. With her family
connections, it was assumed she knew more than she did,

and she had been given too much responsibility too

soon. A recipe for disaster.

Elmer was determined that that would not happen with

this job. He was beginning to form a deviously wicked

plan in the back of his mind, influenced mainly by his

rock hard cock, and he didn't want to lose this girl or

the opportunity to fuck her tight ass. But he knew if

anyone saw the real potential she had, they would

snatch her away from him. stories would only keep

those horny bastards away for so long. He just wanted

them to stay away long enough to get into her pants.

That was why he instructed her to come to work in an

old frock similar to the one she first wore to his

office. She could change into the more fashionable

work clothing in the changing rooms at work. He

further instructed her to arrive at a time when most of

the other employees had gone home, and she was to come

in a back door no one ever used. She was to wear no

make-up, either, until she got to work, ostensibly so

he could check on her progress. He also got her a

frumpy stocking cap to cover up her beautiful hair.

The reasons he gave to her for all this had been weak,

but Suzy accepted with her wide-eyed innocence even the

most bizarre instructions as being part of the job. In

public, she looked like a young homeless girl,

unattractive to the casual or serious observer, which

suited Elmer perfectly.

And tonight, he thought, as he waited for Suzy to get

to work for the evening, he would start on the next

step of the campaign to seduce the young girl. Tonight

he would begin to urge her down the dirty little road

that lead to his cock and eventually to his other

studio. The studio where he took the "arty" photos.

"'Art' my ass!," he chuckled. "It's porn, pure and

simple. But it is amazing how many young girls still

bought that `art' shit." Most of the prettier young
girls that worked throughout the store had succumbed to

his camera at one time or another. So had most of the

older women, for that matter. Elmer's prick was

definitely not particular when it came to pussy. Even

the nurse had done some extremely racy poses for him,

ending up wearing just her nurse's cap and a large

thermometer with only the tip showing. It wasn't

buried in her mouth, either. With the photos he had of

those girls, he could get all kinds of cooperation for

his schemes.

Not that he needed to blackmail any of them. Most of

those girls were young and bored with their stale

lives. Elmer offered them a bit of excitement,

something different, and they jumped at it like

drowning victims clung to driftwood. Those girls lucky

enough to be fucked by him once would do anything for

him, on the off chance he would fuck them again. And

again.

You wouldn't know it to look at him, but Elmer had been

blessed with a whopper of a prick. Eleven inches when

fully aroused and, better yet, he knew how to use it.

He wasn't particularly handsome. He had been described

as a kind of a cross between wimpy and rugged, but

after a girl got a glimpse of his cock, they never ever

complained about his looks. After the first time, he

never had a problem getting them back into bed whenever

he wanted.

Like the two girls tonight. Both of them had agreed to

this `special' session, even though they didn't know

each other. Both of them had posed for Elmer within

the past six months, and both had continued to fuck him

whenever he had sent for them ever since, even though

one of the girls was engaged and the other newly

married. The sexy nude photo shoots before each fuck

session merely got everybody turned on.

Jane, the blonde, worked in Finance, but had been on

vacation when Suzy worked in that department. She was

tall and willowy, and had secretly always wanted to be

a model. Elmer had given her the opportunity, and she

had been very grateful. She had shown him just how

grateful she was several times and in many ways, in

fact. Jane had flawless tight skin that showed a

perfect tan all year round, as she kept regular

appointments at the tanning salon and health club.

The three tiny triangles of ivory white skin over her

firm tits and cunt outlined the shape of her minuscule

bathing suit. Somehow the contrast of those tan lines

made her seem sexier, more vulnerable, than if she had

had an all-over tan. Her husband always got turned on

when she flashed those soft ivory areas at him.

Jane's husband worked as a trainer at the club she went

to. Elmer had met him once at a company party and was

sure the guy fucked around on Jane. Nothing he could

put his finger on or prove, but a guy senses these

things. Perhaps it was just a way to soothe his guilt

at banging the guy's wife. Either way, Jane was

willing to continue to pose for Elmer occasionally,

like tonight. After she had heard about it, she was

intrigued by his plan and willingly agreed to play her

part in the seduction of Suzy.

Not that she had anything against the young girl
herself. Jane had never even seen or met Suzy. But if

she could screw that old bitch, Mrs. Silver, in any

way, she was for it.

Beth, the other model for tonight, felt the same way

about the owner. No hard feelings for Suzy, she just

had the misfortune to have the wrong aunt.

Beth was a petite girl, 5'0", with bright red hair.

She had been one of the girls to teach Suzy about make-

up in Cosmetics during the last two weeks. She had

been astounded at her ignorance of even basic hygiene

and fashion, and had giggled with the others behind

Suzy's back at some of the things she said and did

during the lessons. In her heart, she kind of liked

the young girl, but around her co-workers, it was just

too easy to gossip and make fun of Suzy. They mimicked

her voice and tried to tease her, but Suzy didn't even

understand that they were being mean to her.

Beth had been engaged to her current boyfriend for

about a year, but had no plans to set an actual date.

They were living together in a small apartment

downtown, and had sex as often as possible. But it was

never enough for Beth. He was a fireman and worked all

kinds of crazy hours. That left Beth with a lot of

free time, and pent up sexual energy. She loved to do

the modeling, especially the sexy stuff, and `other

work' for Elmer whenever he asked. His hints at a

`special' treat for tonight had started her pussy
dripping. He hadn't been real clear, but Elmer always

had something fun going on. She had damp panties all

day.

Both girls were looking forward to the evening. Both

had made it known that they would be home very late.

Their men both knew enough not to question it. Their

women had taken to staying out late once in a while,

but they sure came home horny. Neither wanted to know

too much about what was going on.

The stage was set. The innocent lamb was about to walk

into the slaughterhouse.

Chapter 3

Elmer got up from his desk as he heard Suzy coming down

the back stairs to work. He went to the door and

opened it up.

"Suzy," he called out. "Come in here for a moment."

Suzy walked into his cramped office and sat down on the

edge of the uncomfortable chair in his office. She

looked nervous and scared. She had never held a

position this long without being fired, and she just

knew that Mr. Walters was going to fire her now. It

had been over two weeks! She didn't know what she had

done wrong, but she must have done something. She

always did.

She just couldn't lose this one, she shouted to

herself. She liked this job. She didn't have to work

with a lot of people, she didn't have to see her mean

old aunt, and she had discovered she liked working with

pictures. She especially liked Elmer, er, Mr. Walters.

He was so kind and patient with her. He made her kind

of tingle inside when he looked at her like he did

sometimes when he thought she wasn't looking, and

although she didn't understand it, she enjoyed those

feelings and the attention he paid her. She would do

anything to keep her job. Anything!

"Suzy, one of the models scheduled for tonight called

in and canceled. I'm really in a bind as the other two

girls are on their way already. Would you be a trouper

and help me out?" Elmer started.

Surprised and relieved, Suzy said, "Sure, anything.

Would you like me to call another model? Do you want

me to get the props set up? Do you."

Elmer raised his hands and stopped the barrage of

questions coming from the eager young girl. He wasn't

sure of the reason for her sudden eagerness, and he

didn't really care right now. He was going to take

advantage of it if he could, however.

"No, no. I thought you might want to try out the other

side of the camera for a change. You know, as a model.

I could really use you as one of the models tonight.

You have the right coloring to work out real well."

He kind of left the offer hanging, wondering what she

would do.

A look of surprise and bewilderment came over her face.

"He wants to take pictures of me! But I'm not pretty

enough. I'll ruin the shots with those other beautiful

girls in them." Her agonizing thoughts were racing

through her mind and were portrayed across her face for

him to read.

"Uh-h-h, I don't know., I mean, I never have., I mean,

do you really mean it? Do you really want to put me in

the pictures?" she asked finally.

Elmer nodded, smiling to himself at how easy this was

going to be. His prick hardened at the thought of that

sweet young pussy. "Yes, and I wanted you to try on a

few things first to see if everything fits OK. I had

to guess at your size." He handed her a hanger with

several filmy pieces of lingerie on it.

She accepted the hanger without really seeing the

clothes.

"You can change in the models' dressing room tonight,

Suzy. Why don't you go and change now. Then come on

out and we'll start your make-up before the others get

there. Then you can do them."

Suzy's head was spinning and her heart was pounding.

She was thrilled. She had never even hoped to dream of

something like this. She walked to the dressing room

in a daze. It wasn't until she was in there that she

saw the skimpy clothes and gave a small gasp.

"Oh no!," she wailed to herself. "I can't go out there

in that. You can see everything."

Angrily she stilled her own objections. She had to do

this. She had agreed, and besides, she wanted to keep

her job. Inside of her, there was this nasty little

voice that urged her on. It made her tingle inside as

she listened to that tiny whisper.

She slipped out of her clothes and hung them in the

locker. She also took off her plain white bra and let

it fall from her arms. Her tits bounced saucily in

their freedom, the rosy caps ending in pert little

nipples. She had never acted or felt so naughty. Why,

if the other models came in now, they would be able to

see her bare boobies!

She picked up the filmy bra on the hanger Elmer had

given her and settled it over her shoulders. It looked

a little small, but the fabric was stretchy. She

leaned forward and settled her breasts into the half

cups of the bra and fastened the front clasp. It was

more than just a little small for her and her tits
bulged out over the top of the cups, with her nipples

clearly visible just below the edge of the fabric.

Elmer had guessed her size just right.

She adjusted the straps so that they were as

comfortable as possible and looked at her image in the

mirror. The bra pushed her big firm tits up and

together so that it looked like she had miles of

cleavage. She waggled her shoulders and watched the

tit flesh jiggle inside their confinement. It did look

sexy.

The next thing she put on were the thigh-high

stockings. She had never worn nylons or pantyhose

much, and she struggled to get them on. The tiny hairs

of her legs squiggled around under the translucent

fabric.

"Oh dear, I should have shaved my legs," she muttered.

The matching panties to the bra were next. She had

never seen anything so small. As she slid them up her

thighs, her hands were shaking. She didn't want to rip

the thin fabric. The tiny thin thong back slid into

the crack of her perky little ass. The small patch of

fabric in the front showed the hair of her dark bush on

both sides and over the top.

Tears began to trickle down her cheeks. She was a

failure, a fraud. She was sure she wasn't good enough.

Elmer and the other models would laugh at her. Her

fear of failure completely overshadowed any

embarrassment she may have had.

Elmer heard the soft wailing coming from the dressing

room and misunderstood the reason for it. He was

certain that he had pushed her too far with the skimpy

outfit, but he knew she had seen other models in

similar costumes. Thus, he was unprepared for her

appearance in the dressing room doorway with just a

short robe around her.

Her cheeks were still streaked with tears. She looked

at him fearfully.

"I don't fit. I'm not good enough to be a model.

Please, please, don't be mad at me-e-e-e," she burst

out, and started to wail.

Elmer walked over to her and took her into his arms.

He patted her back comfortingly. "There, there, there.

It's OK. It will be all right," he comforted her.

"Let's take a look and see what the problem is, OK?"

He took her by the hand and led her over to the make-up

station. He gently loosened the belt of the robe and

let it fall open. He caught his breath.

"God, what a body!," he exclaimed to himself as he

examined her closely.

The bulging breasts were quivering with the tiny sobs

of the young girl. Through the thin fabric of the

garment he could clearly make out the pink aureoles and

the unaroused red nipples. His prick started to rise,

but he controlled his lustful urges. With difficulty.

Letting his gaze drift down her body from her tits, he

sighted across her smooth belly accented with a tiny

navel. A little lower, he saw the cause of her

distress. The soft curls of her dark pubic hair

escaped all around the tiny triangle of the panties.

Reaching down, he fingered the curls lightly.

"Is this what's bothering you?", he asked.

She nodded. Tiny bumps popped up all over her skin.

The familiar gesture he had made had sent an

unfamiliar, but very welcome thrill up her spine. She

didn't trust her voice to answer him, so she had just

nodded. The wonderful tingling in her cunny made her

want to rub her thighs together to itch it and her

nipples started to harden. They began to poke clearly

through the light fabric of the bra.

"We can fix that. Sit down in the chair.," he told

her.

She obeyed him without a word.

He turned to face the make-up table, both to hide the

growing bulge in his pants and the wide grin on his

face. He needed to be clinical in his actions the next

couple of minutes and the sight of this near naked girl
didn't help. And she would be a lot more naked in a

moment.

He collected the things he needed and turned and

adjusted some levers on the chair she was sitting in.

Reaching towards her with both hands, he grasped the

waistband of the panties.

"Up," he said.

Automatically, she raised her hips to allow him to

strip off her panties. Immediately, she covered her

mound with both hands. He pretended not to notice as he

busied himself with her feet.

Lifting first one and then the other, he placed her

feet in a stirrups arrangement that spread them just a

little. Soon he would adjust them further apart.

Really far apart. This would allow him to have open

access to her vaginal area. He placed a low stool and

sat down right in front of her. A gentle nudge on her

knees and she automatically spread them apart for him.

He grinned to himself.

Grabbing her hips lightly, he urged her forward until

her ass cheeks rested on the edge of the chair.

"There we go. That should do.," he said as matter-of-

factly as he could.

"Mr. Walters," she quavered, "What are you doing? I'm

a nice girl. Nobody has ever seen me down there. I

don't want you to do this. Pleeeese."

"Sssshhhhush. Now Suzy, be quiet!," he interrupted her

pleading. "This is something all models have to do.

It's just part of the job. I want you to watch what I

do very carefully, because I want you to be able to do

this to the other two models coming in tonight if they

need any help. That's all part of your job, too.

Watch close."

He took her hands in his, and gently, but firmly placed

them on the arms of the chair. Her exposed cunt was

slightly opened by the wide-spread position of her legs

and he could just make out the first beads of moisture

on some of the cunt hairs. Taking a deep breath, he

spread the stirrups as far apart as he could. Her

pussy lips gaped open shyly. Her face was beet red.

"Now keep your hands out of the way."

His hands trembled as he thought of the number of

models he had fucked in this chair in this same

position. And next was Suzy. Soon. Not tonight, but

soon. He had never raped one yet, but God, was she

going to be tight.

"Soon," he thought, "Soon."

He picked up a comb and a pair of scissors. Carefully,

he combed through the hair covering her mound. Then,

he began to clip the longer hairs until the whole patch

consisted of hairs about one quarter to one half inch

long. He meticulously brushed the cut hairs off her

skin.

Suzy was going crazy. "This is wrong," her mind

screamed, and just as loudly, her body screamed back,

"Shut up, silly. It feels toooooo good to stop!" Her

breathing quickened and she was having trouble keeping

her hips still. Her cunny was tingling and itching

something fierce and she wanted nothing more than to

scratch it with something, anything. Something big and

long and hard.

Elmer reached back and picked up a small electric

razor. This wasn't really necessary to the process of

trimming her, but he could almost always manipulate the

vibrating tool up against the model's clit and push her

over the top. Suzy was so innocent, he had no idea

what effect this humming little gadget would have on

her when he was done.

He trimmed the top of the patch down well below the

waistline of the panties she had worn. Next, he

trimmed the hair in on one side and then the other,

occasionally bumping the top of her cuntal slit with

the razor. Each bump brought a gasp from the now

squirming girl, and an occasional squeak, but not a

word or motion of resistance from her. When he first

pressed the razor down lightly and then more firmly

against her pubic bone, in an alleged attempt to get a

straight cut across the top of the patch, she began to

push back up against his hand. Then she began

thrashing in the chair.

"OH, OH, OH, OH, OH, OH," she gasped. "Something's

happening to me, OH, OH, don't stop, don' stop.

AAAAAAAAAHHHHHH"

Elmer's hand was suddenly very wet with the outflow of

juices from the virginal cunt. If he wasn't mistaken,

this had been her first orgasm. The fact that she

didn't know what was happening to her tended to confirm

this.

Picking up the shaving brush, he lathered up the now

reduced patch and the surrounding area. He paid

particular attention to the trembling girl's slit,

brushing the stiff quills of the brush up and down

several times. Each stroke caused the girl to shudder

and moan softly to herself.

"OK, now. Hold still. This is a sharp razor.," he

said in a dull voice that did not betray his true

feelings. He glanced up and caught her eyes. He gave

her a reassuring grin which she returned his look with

a weak nod.

Elmer placed the thumb of his left hand just to one

side of her slit and spread out his hand so that his

middle finger prodded gently against Suzy's anus. She

jerked at the unfamiliar touch at first, then groaned

and pushed back on the finger tip. She was totally

listening to the evil little voice in her head now.

"Careful!," he snapped. "I don't want to cut you!"

Pulling the skin of her mound tight with his left

thumb, he brought the razor to the tender skin. This

motion also let him slip his thumb directly into her

slit and up against her still aroused clitoris in an

`accidental' manner. She did not think this was

intentional and did not complain.

As he shaved her beaver, he increased the pressure on

her clit with his thumb, moving it around and around to

keep the skin taut under the razor.

Suzy's head was spinning. Right or wrong, this felt

wonderful. She had long since given up any thought of

resistance or fight. His thumb was driving her wild.

Even the probing finger at her back door thrilled her,

although she knew that was nasty and dirty. But she

thrilled at the touch of it back there. And pressed

back until the tip just poked in to her. Really nasty.

But it was that very nastiness that heightened the

tension of the situation and made her want more. She

was not aware of the feelings in her body or of the

feelings she was arousing in his. All she knew was

that it felt good and that she didn't want it to stop.

Suddenly, she began to jerk again. The constant

manipulation of her genitals had brought her to a

climax a second time. As she collapsed into the chair,

her legs splayed obscenely, Elmer picked up a clean

towel and gently wiped away the excess lather and the

cum juice.

He had noticed the hairs on her legs during the shave

and decided to take care of that, too. Gently he

removed the stockings from each leg. Lathering and

shaving each leg in turn allowed Suzy to gradually come

down from her climactic peak. Rubbing her legs with a

soothing lotion was almost more than Elmer could stand.

Suzy did not resist anything he did to her now, but he

did not want to scare her away. He was now more

determined than ever to fuck her brains out. But the

other two girls were due in less than 30 minutes and he

still needed to do her make-up.

Elmer helped her put her stockings back on, taking much

more care to get them smooth than necessary, and then

slipped her panties back up the now silky smooth legs.

"Stand up and let's take a look," he told her.

On shaky legs, she stood up. Elmer pulled up the

bottom of her robe to above her waist and had her spin

around. He made a pretext of examining her pubic area

with extreme care and clipped a couple of non-existent

hairs that he claimed had escaped his earlier efforts.

Her bushy thatch had been trimmed down to a narrow

strip of short hairs, looking much like an arrow

pointing straight at her cunt.

Observing her image in the mirror, Suzy was astonished

at the change. She looked sexier now than she ever had

before! She coyly dropped the robe from one shoulder

and struck a cheesecake pose.

"That's the way, Suzy," Elmer injected on her self

review. "See? You'll do fine!"

Suzy colored in embarrassment, not for the first time.

Or the last.

"Sit down and we'll finish your make-up."

Chapter 4

The next half-hour passed quickly and, under his expert

touch, Suzy was transformed into a real beauty. It

wasn't all that difficult to do, given the natural

beauty she possessed. All he had to do was bring it

out, not create it. With a little self-confidence

showing in her eyes, she would be absolutely drop-dead

gorgeous.

The noisy arrival of Jane and Beth came just as he was

finishing brushing her auburn color hair. He marveled

as he felt the silky softness of her tresses pass

through his lecherous fingers. Shivers passed up his

back as he thought of what he was planning for this

innocent beauty. Her soft trusting innocence began to

chip away at his intentions for her. Not enough to

make a difference tonight, but her magical aura began

weaving its spell on him.

After introductions all around, Elmer had Suzy start on

the two model's make up and he told her to be sure to

do the pussy trims as well. When it looked like she

would protest, he explained that some of the bottoms

they would be wearing in the shoot would be quite small

- it was the new line of lingerie the store was

considering. The two new models made no comment, but

were dying with curiosity to see what Elmer had

planned. Satisfied Suzy and the models would comply,

he went over to another part of the studio and

pretended to keep busy while he watched the ongoing

make-up session with increasing interest.

Beth had obviously been impressed when she had seen

Suzy. This young beauty was nothing like the dirty

ignorant waif she had first seen two weeks ago. She

looked over at Elmer and gave him a covert thumbs up

and an approving smile accompanied by a lecherously

knowing wink. She promptly sat in the chair and waited

for Suzy to do her make up.

"You'll need to change first, OK?", directed Suzy,

taking command. She pointed at the various clothes

racks with the selected garments. The racks were

labeled for each of the three models.

Giving Suzy a warm smile, Beth and Jane wandered over

to the racks and briefly scanned the wardrobe for the

evening. Heat began to rise in both of them as they

automatically followed the progression of increasing

scanty clothing Elmer had established for the three of

them to wear, or not wear. Taking the first setup into

the dressing room, Beth emerged minutes later in an

outfit identical to Suzy's, except for the color. The

emerald fabric of her outfit highlighted the milky

whiteness of her skin and her red hair.

She pirouetted around the room, striking several racy

poses for the others. Jane and Elmer began to whistle

and cheer her more randy poses, and, when Suzy joined

in, the atmosphere began to loosen. When Beth sat down

in the chair, Suzy immediately started to strip off her

panties. Surprised, Beth started to protest and looked

over at Elmer.

His amused grin and broad wink told her it was OK.

Beth soon found herself naked from the waist down and

her legs spread wide open and in the stirrups. Her

hips were pulled clear to the edge of the chair and

Suzy was sitting looking right at her open wet pussy.

Beth slowly forced her knees even further apart and her

cunt lips opened, exposing the tender pink lips

underneath.

Suzy carefully followed the procedure Elmer had used

with her and meticulously clipped the curly red hairs

of Beth's mound short. She gasped softly as Beth

moaned openly and often during the use of the vibrating

razor. When Beth began openly humping against her hand

and shouting for her not to stop, Suzy turned a deep

shade of red, but she didn't stop what she was doing.

When Suzy put her thumb next to Beth's slit and her

middle finger on her asshole as Elmer had done to her,

Beth jerked suddenly down on her hand. Suzy then found

her thumb buried two knuckles deep in Beth's slit and

her finger up to the second knuckle in her tight anus.

The wordless sounds coming from Beth indicated that she

liked this position, too. The way she was shaking and

humping on her hand made it difficult for Suzy to shave

her and keep the edges straight.

Finally finishing, Beth with her orgasm and Suzy with

the beaver trim, Suzy wiped off the remaining lather

and rubbed in the soothing lotion.

"Thanks, Suzy," Beth said. She then leaned over and

kissed the astonished girl lightly on the lips.

"Thanks a lot!"

Elmer came over and said he would touch up Beth's make-

up while Suzy trimmed Jane.

Jane had been watching the actions of the other two

models and was aroused. Very aroused. She had always

been secretly attracted to women, even though she was

married, but this hot red head was something else.

Since they worked in different departments, Jane had

never seen Beth before, either at work or at the club,

and it was obvious she worked out somewhere. If she

had seen her before, she was certain she would have

remembered her. Beth was hot!

Jane had already slipped her black panties off when she

sat down. She automatically placed her feet in the

stirrups and scooted her hips forward, pushing her

sopping, throbbing cunt up at Suzy's face.

"Shave it all off," she told Suzy. "I've always wanted

to be shaved. Now's my chance. Besides, it'll give my

hubby a thrill when he finds it." To herself she

added, "If he finds it!"

Suzy, blushing again, looked up at Elmer. He gave a

shrug and nodded his head to go ahead and do it.

Suzy again methodically followed each step of the trim

Elmer had given her as she shaved Jane. Jane enjoyed

the procedure as much, if not more, than Beth had

before her and managed to come three times before Suzy

was finished. Suzy, although confused, was obviously

turned on by the wanton actions of the other two

beautiful models.

As Suzy stood up and stepped back, she exposed the

newly hairless cunt to the view of the other two in the

room. Both Beth and Elmer were fascinated with the

smooth skin surrounding the puffy lips of the blonde,

and both spent several minutes slowly stroking the

smooth area. Jane didn't object and Suzy watched in

dazed wonder.

Catching Jane's eye, a secret understanding passed

between Beth and Jane. Beth was as hot for Jane as

Jane was for Beth. Beth's fingers were dancing over

the damp slit of the seated blonde, then slowly slipped

up inside her hot wet cunt. Something passed between

them that was electric.

Elmer saw the looks pass between them, and grinned. He

had thought those two were perfect for each other. It

was going to be an interesting night. Very

interesting.

Chapter 5

"OK, girls, places please," commanded Elmer. He was

anxious to get started. It was going so well he didn't

want to let anything stop the flow of the session now.

The girls stood in the center of the set and moved

where Elmer told them. Suzy needed extra help and

instructions as this was her first session. Both Jane

and Beth helped her by moving her arms, legs, and head

into position accompanied by much touching and bumping.

Both girls managed to rub their thighs into Suzy's cunt
in the various positions Elmer had them move into. It

became a contest between them to see who could excite

her the most. Elmer quickly caught on and played

along, putting Suzy in positions where she was at the

mercy of the two wildcats. He made her hold those

poses much longer than necessary, even after he had put

the cameras down. Suzy was in such a dazed state, she

never noticed. Or if she did, she didn't mind.

The touching didn't stop when they went into the

dressing room. The other two models often made Suzy

help them into their costumes, making sure that she

caressed breasts, thighs and ass to make sure every

thing was settled perfectly in place. Suzy's flushed

face and pointed, erect nipples indicated her own

arousal.

The outfits became increasingly revealing as the

session wore on, as the experienced models had

understood from looking at the rack. Finally, a couple

of hours later, all three models were firecracker hot

from all the touching and petting. They were in sheer

baby-doll night gowns with a single tie at the crest of

the bust. On an apparent whim, Jane had suggested they

leave the bottoms off and give Elmer a thrill. She

made the suggestion at Elmer's prior instructions.

Suzy was so caught up in the session, she went along.

She was having fun and her head was reeling with the

excitement. Her pussy had never felt this wet before

in her memory. She didn't give a second thought to

going bottomless in front of a man or a camera. It

would be fun, right? Besides, Beth and Jane were there

and everything would be fine.

When they came out for the last set, Elmer had changed

the props. He had added a big double bed to the center

of the set. Suzy stopped short, suddenly uneasy. Both

Jane and Beth squealed and ran and jumped on the bed.

Their tits bounced up and down with each bounce and

they flashed their newly trimmed and shaved pussies at

Elmer and each other. With a chorus of giggles, both

girls collapsed into each other's arms.

Elmer saw what was going on and where the two were

headed.

"Suzy, I need you to help me here now," he said.

He handed Suzy a white reflecting card used for filling

and evening out the light. He instructed her to move

up close to the girls on the bed but to stay out of the

frame. He then turned back to the now quiet models.

Jane was sitting with her back up against the headboard

and her legs spread. Beth was sitting in between

Jane's legs with her back against Jane's stomach. Both

girls were quietly waiting for Elmer to tell them what

to do or to let them go at each other. Their hands,

however, were not quiet. Jane was cupping both of

Beth's tits with her long thin hands, tweaking her

nipples with her sharp nails.

Beth's hands were hidden behind her back, presumably

fingering Jane's cunt.

Elmer caught the pose on film, walking around the bed.

He directed Jane to finger Beth's cunt. Suzy was

directed to focus the white fill on the exposed pink

flesh as Jane's hands loving spread the puffy lips and

began stroking the sensitive flesh she had uncovered.

Suzy was mesmerized by the action. She had never

dreamed things like this were possible. She leaned

closer to observe the actions of Jane's long thin

fingers. The fingers from one hand straddled the puffy

outer lips and spread them wide open. Suzy could see

all of the areas of Beth's pussy. The deep red area of

the vaginal hole was lower down and dripping with

fluid. The inflamed red inner lips framed the inner

edge of her pussy. In the middle was the tiny little

opening of her piss hole and at the top was a little

nubbin of flesh. Soon not to be so little, however.

It was this nub that caught her attention. It was kind

of buried behind several folds of skin. But as Jane's

skillful fingers circled it round and round, teasing

it, playing with it, stroking and pinching it, it began

to swell up and poke its head out of its hiding place.

Jane flicked the clit lightly back and forth with her

long finger nail. Beth's reaction was to arch her back

into Jane's soft breasts and pant and groan her

pleasure. Beth turned her head back and to the side to

bring her mouth to Jane's. The two models were kissing

passionately like long lost lovers as their writhing

emotions began to sweep them along. Elmer stopped

directing them. There was no need.

Jane slid one of her slender fingers down along Beth's

sopping slit. Finding the opening to her vagina, the

finger disappeared into it. It was soon joined by

another finger and then another. These three fingers

began fucking in and out of her twat in a slow,

sensuous motion.

Beth's hips began rocking with the motion, urging Jane

to fuck her faster and faster. Jane stayed in control,

drawing out the lesbian session, even tormenting Beth

by slowing down when she begged her to go faster. Jane

was definitely establishing her dominance over Beth.

Beth was going wild, going higher and higher, but never

going over the edge. Jane skillfully kept her right at

the brink of her orgasm. Beth had both hands caressing

and pinching her own breasts now, trying to stimulate

herself enough to climax. The slow steady pistoning

hand in Beth's cunt controlled the action, however, and

Beth cried out in frustration.

"FUCK ME, DAMN IT, FUCK ME, YOU BITCH."

Jane chuckled wickedly. Her hand methodically plowed

in and out of Beth's cunt. This was fantastic. She

was discovering she was a natural bitch and that she

loved being in control. She had already come twice in

tight intense orgasms while diddling Beth. With no

other stimulus. It was fantastic, this feeling of

dominating someone.

A quick flick of her wrist and her tempo increased,

pushing Beth close to and finally over the edge.

"AAAAAAAGAHGGGGGGHHH OOOOHHHH SSSSHHHIIITTT!"

Beth's body tensed into her lover's arms, totally lost

in her extreme orgasm. This was all new to her, too.

She was always in control. Always. But she was fast

becoming lost in this new relationship. She just hoped

Jane knew where she was going. Because Beth had no

idea, just that she would do whatever Jane wanted.

These new feelings of submission terrified and

fascinated her.

Chapter 6

During the hot action on the bed between the two new

lesbian lovers, Elmer had quietly switched from a still

camera to his video camera and had captured the entire

scene on film. He would be able to edit it out later,

but right now he didn't think the girls were through.

He was right

He had quietly trained another video camera in the

direction of Suzy. She stood transfixed by the actions

of the two sweating girls on the bed. Unconsciously,

she had straddled the bedpost at the foot of the bed

and was masturbating herself on it. The bedpost had a

three-inch round base extending into a short shaft

about the size and shape of a banana. This tapered and

then flared into a large ball. Very phallic. Suzy had

managed to jam as much of the ball up against her cunt
as possible by sitting directly on the bedpost. Her

wild gyrations trying to get herself off while keeping

the fill reflector aimed at the two on the bed were a

delight to watch. He was sure this video of Suzy would

go into his `Favorites' collection.

Jane had maneuvered herself out from behind Beth and

laid the exhausted girl back into the pillows. She

daintily untied the bow knot that still held the baby

doll nightie on Beth's shoulders. Pushing back the

edges, she had her first unobstructed view of Beth's

firm tits. They were small mounds of soft flesh, but

looked almost large on Beth's petite frame. They were

covered with tiny faint red freckles. It was obvious

that Beth spent no time in the sun, and with her fair

skin and red hair, Jane could understand why. She must

burn easily.

The hard aroused nipples cresting each orb caught her

attention. She had not noticed before, but they stuck

out a good inch or so. The longer they got, the

angrier red they became.

Jane bent down and gently kissed one of those angry

soldiers. That brought it even more to attention, the

eraser-shaped nub stiff and upright. Jane toyed with

it using her tongue and got a moaning response from

Beth. She switched to the other breast and toyed with

that nipple, too. Beth began to revive from her

relaxed state.

Kneeling upright, Jane undid the bow on her own night

gown and tossed it aside. A glance and grin at Elmer

was the only sign that she was aware of where she was

and what was going on. Beth was already far past

remembering that Suzy or Elmer were in the room.

Jane moved to the head of the bed and placed her knees

on each side of Beth's head. Slowly she lowered her

neglected cunt to Beth's lips. Beth tentatively stuck

her tongue into the waiting slit and tasted another

woman for the first time. She licked her lips and

savored the salty taste. Circling Jane's thighs with

her arms, Beth drew Jane's cunt down closer to her face

and dove into the juicy twat hanging there above her.

Jane groaned in passion as her new friend experimented

with new and thrilling techniques.

Jane's hands found Beth's tits and began to work them

over. Where she had been gentle before, she was rough

now. The sharp fingernails were like pincers of a

clamp that terrorized the sensitive flesh. Beth's legs

began to thrash with the pain, but she did not stop her

endeavors or try to move away from the painful hands.

In fact, she seemed to recognize the roles that she and

Jane were playing and accepted her passive role. This

was a new position for Beth, as she pretty much

controlled her boyfriend. Not pretty much, she did

control him.

In an effort to appease the aggressive Jane, Beth

brought her finger to the asshole in front of her nose

and teasingly scratched it with her fingernail. The

wiggling of Jane's hips encouraged her and, licking her

finger quickly, she inserted the digit into the

puckered opening.

"YYYYYYYYYEEEEEESSSSSSSsssssss," hissed Jane.

Since it was hard for Beth to fuck her finger in and

out with it being right in front of her face, she

wagged the finger back and forth inside the dark

tunnel. Jane arched her back and jammed her cunt down

on Beth's foraging tongue.

"I'M CCCOOOOOOOMMMIINNNGGG!!!!," she shouted.

Falling forward into the classic 69 position, Jane

began to voraciously eat out the triumphant Beth.

Using both hands to spread Beth's ass cheeks, she put

her tongue to the exposed bung hole. Rolling and

stiffening her tongue, Jane jammed the small penis

substitute into Beth's ass hole.

"OH, OH, OH, OH, OH," came from Beth, who had never

been rimmed before. "Don't stop! Please, don't stop!"

Both girls continued to stimulate each other with

tongues, mouths and fingers until both reached a climax

at the same time. They collapsed into an exhausted

heap on the bed.

Chapter 7

Elmer set down the video camera and sat on the edge of

the bed with the two panting women.

"Was that `special' enough, girls?" he asked.

Both weakly nodded.

A small shriek brought their attentions over to Suzy.

She had continued humping the bedpost throughout their

lesbian actions on the bed and was just a little behind

the pair in reaching her climax. The three on the bed

watched Suzy as she rubbed and dry-fucked herself on

the short bedpost. Her glazed eyes were unfocused and

she was not aware of her surroundings at all. She

finally gasped and collapsed forward, dropping the

white screen she had held the whole time.

The two nude girls moved to lay down on each side of

the deep breathing Suzy. As if by prior arrangement,

both leaned down to kiss one of her lightly covered

nipples. Jane fussed with the tangled knot of Suzy's

baby doll for a moment and then just yanked on it. The

delicate fabric tore with a small ripping sound and the

gown fell open.

Elmer grabbed his still camera and began to snap

pictures. The stationary video he had set up before

was still rolling, but he wanted the higher quality

shots of the conventional camera, too.

Tapping both Jane and Beth on the shoulder, he motioned

them to move back slightly and to be a little out of

the frame. Suzy was spread-eagled on the bed, arms

akimbo and legs wide. Her firm, heaving breasts stood

upright, swollen with new-found passion.

Nodding to Jane, Elmer indicated that she should

continue her touching.

Jane drew her fingernails lightly over the crest of

Suzy's tits, drawing feathery circles on the skin.

Suzy cooed quietly in response to the delightful

caresses. She brought her hands up and cupped her own

breasts, then began copying the feathery touches which

Jane had just made. It was like she was discovering

her body for the first time, which, in fact, she was.

A tap by Elmer drew Jane back out of the camera frame

again. The photographer was able to capture several

shots of Suzy touching her own breasts in a very

provocative and sexy manner. Suzy's excitement at this

new sensation was evident to the observers. She was a

little timid in her motions, but grew bolder as her

experience and excitement increased. The shots Elmer

got of the young teenager were as sensuous as any he

had taken. Even though clearly pornographic, the

innocence of the teenager came through on the shots he

was taking. Suzy continued to weave her magic on the

jaded photographer, chipping away just a little more at

the hardness of his life even in her nudity.

Jane, now understanding the intentions of Elmer, moved

to the lower regions of Suzy's body. Soft, tender,

insistent teasing touches eventually brought Suzy's

fingers to her own cunt. The young girl's exploration

of her intimate region was fascinating to watch. Each

new area touched and tickled brought new sensations to

her body. She remembered the way the two girls had

touched at first, and tentatively probed her slick

tunnel with a slender finger. As she pulled it in and

out, her hips caught the erotic rhythm and began to

move back and forth.

Soon a second finger joined the first and she reveled

in the intensity of the feelings this created inside of

her. There was a feeling building inside her she

didn't understand as yet, but it felt wonderful. The

harder she rubbed that little button down there, the

better it felt. She began a frenzied motion with her

fingers, her hand a blur.

As she battered her fingers into her cunt, her sharp

nails bumped into her hymen, tearing it slightly. Each

thrust weakened this useless piece of skin a bit more.

Each little tear caused her to catch her breath from

the irritated nerves in the tissues it was attached to.

Suzy found that this slight pain heightened her

masturbation experience. It also prepared her for an

easier deflowering later on, but she didn't know that.

During this entire time she had kept her eyes tightly

closed. She was in her own little world, and, although

she had felt the touches by both Jane and Beth, she had

not recognized that someone else was with her in the

room. She was on an adventure, a sexual odessy into

new and exciting territories and she did not want

reality to interfere with the journey.

Elmer followed her on her trip as Suzy explored the

basic limits of her new found sexuality. He recorded

on film her hands squeezing her breasts, pinching and

flicking her nipples. She cupped both breasts and

pushed them together, rubbing them against each other.

Forcing them up towards her chin, she attempted to kiss

her tits, and failing that, to stick out her tongue to

lick them.

The camera followed her fingers as they explored, first

singly, then in a group, the slick tunnel of love

between her thighs. Suzy even probed her ass hole with

pleasing results. She was totally immersed in her own

world.

Finally, Suzy focused on the building orgasm inside her

loins. She had tantalized herself enough, knowing

naturally that by postponing her climax, it would be

better when it did happen. The speed of her plunging

fingers increased and she dropped her other hand behind

her to slip a slender finger into her ass hole. Both

hands began to work in unison, burying the digits deep

within her cunt and shit hole. She finger-fucked her

way to climax in a short time and promptly fell into a

sound sleep, exhausted from the unusual exertions of

the evening.

Beth and Jane quietly got off the bed.

Chapter 8

"OK, ladies. My turn now," Elmer said quietly. He had

efficiently turned off all the photo lights and walked

silently over to the two nude models. He did not want

Suzy to wake up and see the next part. While she had

been very cooperative so far, for some reason he was

beginning to think that he shouldn't move too fast with

her and scare her off. But with all the steamy action

on the set tonight, he felt he had been very patient

for a long time and as if his balls were about to

explode.

Elmer had his eleven inch prick out and waiting. It

got to the girls before he did. Jane took Beth by the

hand and led her over to the rampant organ. Kissing

her on her lips, Jane took her head and, forcing it

down, lowered it to the stiff prick. Beth offered only

token resistance to this forced fellatio. sucking cock

was not her favorite thing to do, but with Jane taking

the lead in the relationship, Beth was along for the

ride.

Opening her mouth, she took in the head of Elmer's cock

and began to suck. She rolled her tongue around the

tip, stimulating the sensitive rim of the cockhead.

Then she licked up and down along the entire shaft.

Elmer groaned his approval. Opening her mouth wide,

she sucked one testicle into her oral cavity and bathed

it with hot saliva. Gently rolling and munching on the

tender morsel, she had Elmer in fits of fear of injury

and ecstasy. She let the sperm producer out of her

mouth and promptly swallowed the other one whole.

Elmer's knees got weak. Beth gave a small titter at

the power she had over him and looked up at him and

smiled sweetly. Ovaling her soft lips around the large

purple head of his prick, she grasped both fists around

the remaining shaft and bobbed her head up and down in

a slow easy stoke that kept Elmer just at the break

point, but wouldn't let him go over. Beth was

beginning to enjoy this activity. She decided she

would have to do it more often with her boyfriend.

Jane, in the meantime, had not been idle. Beth's ass

had presented a tempting target to her, and she could

never resist temptation for very long, especially one

this delicious. Jane stuck her thumb into the sopping

tunnel and coated it with her slippery juices. Then,

she slowly inserted the lubricated thumb into the

poised ass hole. At first, Beth froze as she felt the

anal intrusion, and Jane thought she would fight her.

Jane placed her other hand on the back of Beth's head

and forced it down on the hard cock meat until it

slipped past her gullet and went part way down into her

throat. Beth jerked in panic, but Jane held her there

firmly, all the while twisting her thumb in her tight

ass. Jane relaxed her hand and let Beth come up a bit

to catch her breath. This time, before she pushed her

head back down, Jane gave a little squeeze. Beth

understood what was coming and took a deep breath and

then relaxed her throat to allow the passage of the

huge cock. Jane pushed again and Elmer slipped all the

way inside, his balls bouncing off of Beth's chin. He

hadn't been totally swallowed since he was a teenager,

before he had reached his present length. He was in

heaven.

Beth groaned behind her mouthful of cock meat. Jane

removed her hand from the back of her head, having re-

established her dominance. Beth stayed in place with

the long shaft all the way down her throat until she

had to come up for air. After two deep breaths, she

deep throated Elmer on her own. She was getting into

this in a big way now. Shortly after that, Beth began

to push herself back onto the thumb which was probing

her ass hole. Jane grinned and forcefully shoved the

thumb in all the way, twisting and wiggling it as she

did. Her other fingers wrapped around her pudendum and

found the erect clit of the kneeling girl. She caught

it between the tips of two of her long fingernails and

squeezed lightly. This brought a muffled squeal from

her new lover and she increased the speed of her

sucking and bobbing on the photographer's prick.

Jane stuck the remaining two of her fingers of her hand

with the impaled thumb into the gaping twat of Beth and

fucked in and out as best she could, still retaining

her teasing grip on the clit. Her other hand was now

busy in her own lap. She copied the actions of the one

hand with the other and found she, too, was turned on

by her thumb up her ass. Her hands began to increase

the speed of their strokes. The action of the two

girls built into a frenzy until the three of them came

together at the same time.

Elmer felt like a vacuum cleaner had sucked the cum out

of his cock. He had never been able to get Beth to

suck him before, and now he couldn't understand why

not. She was great. He was going to make it a point

to get back to her again.

Beth's ass was on fire. One of her former boyfriends

had tried to plug her back there in her back door and

that was the last time she had talked to him, much less

fucked him. It was an unusual feeling being poked up

the ass and she wasn't sure she liked it. But she

wasn't sure she didn't like it, either. This would

take more looking into.

Jane was elated. She had fallen naturally into a

leading, aggressive role and she had discovered she

liked it. Her husband was a macho muscular type. She

loved him and everything about their relationship

except that she didn't get fucked enough, but sometimes

she wanted to do what she liked. With Beth she was in

control. The feeling charged her up, almost as

exciting as being fucked. Almost.

The two girls got dressed and left arm in arm. Elmer

had secured a promise from both of them to do some

really hot lesbian shots later at his other studio. He

didn't bring up anything kinkier than that, but their

relationship was headed in a definitely kinky

direction, whether they knew it or not. Perhaps he

could nudge it in that direction. It would make for

some great photos, maybe even a video or two he could

sell. But he kept his counsel. This was a small town

and things like that weren't talked about out in the

open. A lot of folks did them, but nobody said

anything. The two young models had eagerly agreed to

more sessions, especially together or with Suzy. They

gave him a quick kiss on the mouth and a squeeze of his

now soft dick, and left him alone with the sleeping

nude girl.

Chapter 9

Suzy woke from a sound sleep in a strange bed. She had

had strange dreams last night and her mind still reeled

from the vivid images of them. As she stretched lazily

in the bed, she began to remember more about the photo

shoot. The sudden realization that they had not all

been dreams flooded her with dread.

"Had he taken advantage of me?" she wondered as she

explored her tender cunny. It had been bruised

slightly by the pressure of the bed knob Her finger

worked its way carefully up her dry tunnel to find her

maidenhead intact. She gave a sigh of relief, but she

was almost disappointed, too. She knew she had been

out of control and totally naked and he could have done

anything to her and she could not have stopped him.

She also knew she would not have even tried to stop

him, had he attempted anything.

The moment she realized that Elmer had not taken

advantage of her, Elmer won the greatest prize to that

moment in his life: He won the heart of a maiden -a

virgin, no less!. He was this maiden's first love. He

had won her heart, and thus her body and soul.

Suzy sighed deeply as the new feelings of hot young
love dominated her consciousness. She was getting hot

just thinking about what could have happened last

night. She thought back on the actual scenes of the

night before, to what really did happen. As she

recalled the two beautiful models going at it with each

other, she began to get even hotter between her thighs.

Thinking about them sucking each other cunts with their

mouths, fingering their pussies and asses and twisting

and pinching tits and nipples sent an electric thrill

through her young body, centering on her cunt. She

wondered what it would feel like, to have a mouth on

her cunny.

As she day-dreamed, her hands had been busy at her

tits. She looked down to see the hard buds of flesh

poking up through the sheet. She softly stoked them,

arousing them even more. She had never spent much time

playing with her own body, mostly because she had never

had any privacy when she was younger, and then later,

at her aunt's house, she had come to think of herself

as ugly. Everyone she met treated her as if she was.

Elmer (her heart beat a little faster as she thought of

him) was the first man to think she was pretty. Pretty

enough to be a model, at least. She continued to

caress her breasts for some time, dreaming of other,

harder hands doing what she was doing, dreaming of a

hot wet mouth on her cunt. She was getting hotter and

hotter.

Looking around the room she saw that Elmer had gone

home after the shoot. He had covered her up with a

light sheet before leaving her asleep in the photo

studio. The morning shift had started several hours

ago, but no one ever came down to Elmer's shop during

the day. He kept his studio locked tight, supposedly

because of all the equipment, but really because a lot

of the pictures in the files shouldn't have been there.

There was no way they could have been used for the

department store, unless they started to sell

pornographic items. So he had felt safe locking Suzy

in and leaving. And as she looked around the darkened

studio, she realized she was alone.

Feeling daring, and since she was all alone, she kicked

her feet out to the side and the sheet went flying off

her naked body. Looking up, she noticed for the first

time the large mirror over the bed. It sent a shiver

of delicious feelings through her body to see herself

lying there so lewdly displayed. She dreamily watched

herself in the mirror as she massaged her firm breasts.

The firm orbs began to swell and take on a rosy hue

from the touching. She was getting better at doing

what felt good to her. Then she imagined herself being

a helpless victim about to be ravished by the marauding

pirate captain. She closed her eyes and watched her

fantasy unfold in her mind.

What Suzy didn't notice was the winking little red
light of the motion-sensitive video camera that came on

as the sheet flew into the air and off the bed,

displaying her luscious young body to the auto-focusing

lens of the camera. Elmer had left it up, intending to

take it down the next day. He was about to get a bonus

for his private collection.

One tiny hand slipped down between her lewdly spread

thighs. She opened her eyes again and watched the girl
in the mirror play with herself. The wetness in her

cunt was growing as her slender fingers became more

insistent in their probing. Her long slim middle

finger ventured between the lips of her vulva and

probed the secret well. When it was well coated with

her feminine juices, she brought the finger to her lips

and tasted her own nectar. A thrill went through her

slender frame as she sucked the finger clean of the

sweet salty fluid.

Again, she wondered what it felt like to have a mouth

on your cunny. Then, seeing the closely spaced

horizontal bars of the headboard, she had a novel idea.

She pulled her knees up to her chest and propped her

hands behind her back. She was resting on her shoulder

and neck. She thought she must look like a female Jake

LaLaine doing bicycle exercises, but Jack never had an

ass like hers to wave around in the air. Stretching

further back over her head with her feet, she hooked

first one heel and then the other under one of the

horizontal bars on the head board. By flexing her

thighs, she could bring her pussy almost into reach of

her tongue. The tip of her tongue could just barely

graze in the short brown hair of her trimmed thatch.

Frustrated at being so close, yet so far from her goal,

she untangled herself and rearranged the pillows on the

bed to prop up her head several inches. Spinning

around into position again, she re-hooked her heels on

an even lower bar of the headboard and flexed her

thighs again.

The rearrangement of pillows and the lower bar did the

trick! She could reach her cunt with ease. Her

determination, as well as the suppleness of her lithe,

young body brought her face to face with her own self,

so to speak. Or, at least, mouth to mouth. The

tantalizing scent of her cunt filled her nostrils as

she stared into the pink flesh of her fresh young twat.

A tentative touch with her tongue confirmed to the

contorted girl that she indeed loved the taste of her

own cunt juice. She idly wondered what Beth and Jane's

tasted like, but the thought passed quickly as she was

preoccupied with other important matters at the moment.

Suzy lazily began to explore the limits and reach of

her tongue and found she could almost fuck it into her

tunnel. Almost, but not quite.

She found that a finger inserted in there did a good

job of substituting for it. For now, at least. She

slowly fucked the finger into the dripping hole.

Bringing her other hand to bear on her bottom hole, she

slowly pushed one finger into that hole after slicking

it up with cunt juice. Still eager to experiment, she

added another finger into the hole in back and then a

third.

The valiant sphincter was painfully stretched at this

invasion, but the feeling of being dirty and nasty was

just too thrilling to stop. Besides, the more she

licked and sucked her cunt and clit, the more the pain

faded away as she continued to finger fuck herself in

both the front and rear holes. Soon her skill

increased and the synchronization of her hands

improved, allowing her to get the entire length of her

fingers jammed in.

Her mouth closed over the tender bud of flesh that was

just emerging from its protective folds of flesh.

Sucking hard on the button, it began to swell in size

and become more and more sensitive. She experimented

with the various sensations as she rolled it with her

tongue, pressed it between her lips, and finally held

it lightly between her teeth. Pulling back her head,

she stretched the tiny nodule to its limits and then

let it snap back. A searing sensation raced throughout

her system as she continued this pleasurable pastime

until she managed to go over the top of her climax.

Her twisted, contorted body tensed into a tight ball as

she screamed her passion into her pussy. She jerked

and tensed in her confined position for quite some time

as the tremendous orgasm shattered her control of her

body and mind for a short time.

With difficulty, Suzy untangled herself and laid back

down on the bed, her curiosity somewhat satisfied. Her

own mouth was good, but what would someone else's feel

like? She also wondered about what men and women did

together. She knew the basics of sex - barely - and

had a lot of questions and the misconceptions usual to

young, innocent girls. She had never seen a penis, as

she knew they were called, but she had seen a big bulge

in Elmer's pants when he had been looking her in that

funny way that excited her. The bulge made her tingle,

too, as she instinctively knew she was responsible for

making it grow, but not knowing why or what was

supposed to happen next. She literally knew nothing.

She wondered what Elmer would be like down there, if he

would like her, if he would lick her and fuck her. She

wondered what it would feel like with something hard

stuffed up her cunt, buried deep inside of her. She

wickedly shivered as she wondered what it would feel

like up her ass.

Again, she wonder why Elmer had not taken advantage of

her last night. He could have had her so easily. Suzy

was mistakenly impressed by his restraint and

gentlemanliness. And she made a conscious decision.

One that would affect both their lives, making Elmer's

a living hell for a short time.

It was at that moment that Suzy decided that since he

had not taken advantage of her, that she would make

sure that he did take advantage of her. And as soon as

possible, too. She grinned at the twisted logic of a

horny young girl in love for the first time

With that objective in mind, she got dressed in her

frumpy clothes and went upstairs to the young women's

department. She used her family credit line a lot that

afternoon as she went on a determined shopping spree

for a new, sexier wardrobe.

Elmer had no idea that hunting season had just opened.

Or that he was the quarry.

Chapter 10

During the next week Elmer and Suzy worked closely

together editing the shots from the steamy lingerie

photo session. Elmer had assumed most of the shots

would be unusable, as they would have been way too sexy

for the conservative image of the department store ads.

The company suits upstairs wouldn't approve of ads

where too much flesh was showing or anything that

showed any creativity at all, for that matter. Elmer

had chaffed for years under those constraints but had

learned to survive. He did hope to sell some of the

better shots to the men's magazines where he had some

contacts.

But Suzy surprised him. She had a natural eye for

cropping and cutting and overlaying the shots with the

new computer photo-imaging program. Figuring there was

nothing to lose, Elmer let her put her talents to work,

and soon there was a respectable stack of useable shots

to send up the Advertising offices. There were so many

good ones, in fact, that she asked him why he didn't

put together a complete lingerie catalogue, instead of

just the spot ads for the papers. With a special

catalogue, she argued, they could use more of the

sexier poses, as people would expect to see them there.

She had been busy researching, and gave him the names

of several big chains that did it that way, including,

of course, "Victoria's Secret" and the one in the hot

pink wrapper from Hollywood. The basic shots were all

there from the first session, and she said she would be

happy to pose for any additional items they would need.

She was sure that Beth and Jane would be glad to help.

The idea appealed to him. Surprisingly, most of the

best shots of the session were of Suzy. Perhaps not

surprisingly, given her photogenic look. She had a

presence in front of the camera that made you love her.

You wanted to protect and fuck her at the same time.

She had a Marilyn Monroe quality that oozed sex and

purity simultaneously.

He gave the idea of a lingerie catalogue a lot of

thought. If he used a wig and some shading, and some

creative lighting, he should be able to shoot the rest

of the catalogue using only Suzy as a model. Beth and

Jane would be available, too, but only if they needed

to do a group shot. But he wanted to stick with just

his newest model, Suzy. Besides, it would give him

additional chances to get her to loosen up, maybe even

a chance to get into her pants. Although he doubted he

would need many more.

Elmer wasn't sure what had happened, but during the

last week she had taken to flirting with him. Really

blatant, hard edged flirting. Little did he know that

that was the innocent teenager's way of trying to

seduce him. Subtlety is not the strength of the young,

but it is rather learned with age and many mistakes.

Suzy was nothing if she was not young and un-subtle.

She had not worn a bra to work since that night of the

photo session. She had noticed he always looked at her

chest when her tits bounced up and down, so she made

sure they bounced a lot. Her step had a lot more

spring in it and, as she walked, she landed hard on her

heels. In the young girl's department upstairs, she

had selected a collection of tank top shirts to wear

that were at least a couple of sizes too small. These

she had modified by cutting them off just about an inch

below her nipples, as was the current style. Any

bounce or jiggle would expose the better part of her

tits. Which they did a lot.

The pants she chose to wear for her seduction scheme

were little more than the bottoms from a Brazilian

thong bikini. She had modified a couple of pair of old
hot pants she had found in the costume room Elmer had

in his studio. She cut out most of the material in the

back, leaving just the center seam of the material.

Her ass cheeks were clearly visible to Elmer whenever

she was walking away from him. So he was faced with

two luscious mounds of young jiggling flesh whether she

was coming or going.

Elmer thought he might get used to it and that it

wouldn't affect him, but he was wrong.

Looking at the sexy photos and the videos - which she

insisted on helping to edit while standing as close to

him in the darkroom as possible - and having to be

right next to a more than half naked body was almost

too much for him. He remembered when he had first

viewed the solo scene of her in the bed sucking herself

that he had had to excuse himself and go jerk off in

the men's room. He was behaving like a fuckin' high

school kid. It wasn't getting any easier. It was

getting harder, Hell, he was getting harder, staying

that way almost constantly. But he never saw a chance

to fuck Suzy, or at least, none he wanted to take.

By the second day, he had called Beth in for a quick

session. What he wanted was a repeat of that great

blowjob she had given him that night. To his surprise,

she wouldn't suck him off, no matter how much he begged

or threatened her. But she did give him a wild ride as

she fucked him to two tremendous cums for him and too

many to count for her.

The next day, he had called in both Jane and Beth and,

again to his surprise, Jane took control of the session

and `forced' Beth to suck him off while she sucked on

Beth. Beth resisted but acquiesced to Jane's demands

and then sucked him with uninhibited lust, even when

Jane wasn't sucking on her. He began to understand

their relationship a lot better. And as he thought

about it, he devised a plan to take even more advantage

of Beth's apparent passive role with Jane. He had

always lusted after Beth's cherry ass and now it was

his for the picking, so to speak.

Meanwhile, Suzy continued to flirt with him and drive

him crazy. She began touching him constantly, brushing

him `accidentally' with her loosely covered tits,

touching his arm lightly with her soft finger tips,

tousling his hair, straightening his collar, picking

imaginary lint, and any other excuse she could find.

Every five minutes at least she would come into contact

with him, driving him crazy with desire for her.

On her part, Suzy's feelings were mixed. She was also

crazy with desire for him, although she probably

wouldn't have admitted it or even known what to admit

to. But there was an itch, a burn, a hunger, a

something inside her. It grew with each touch, each

word, each sensuous picture they analyzed together.

She was giddy with giggles at her flirting, not knowing

how else to express herself. She was also scared

shitless, because she could no longer control her

actions or her feelings around Elmer. She had to touch

him, tease him, goad him into doing something. She

just wasn't sure what it was she wanted him to do to

her - or with her.

Even she knew she was being blatant, but she didn't

care anymore. Down here in the cool dim basement, she

could wear anything and do anything, and only he would

see. It was for his eyes only. She was also getting

frustrated that Elmer still refrained from taking any

action. Her admiration for his restraint increased

right along with her frustration level.

When she began to pose for him in the additional

garments and poses needed to complete the catalogue,

she became more obvious and aggressive as she posed for

him. The garments were already extremely revealing and

she exaggerated the extremeness of the styles. She

intentionally wore things that were a bit too small

that made her breasts bulge out over the sides and tops

of the sheer bras and filmy tops. The tight panties
were pulled up far into her crack and cunt.

The two of them worked together for long hours

designing the additional `models'. By changing her

dark hair color with various wigs, by using colored

contacts and different make-up styles, Elmer made Suzy

look like four or five different models. But it was

her fabulous body on each model.

There were always some poses he could not use for the

catalogue because Suzy was constantly exposing her

breasts or cunt or ass hole or all three. She would

fondle herself openly in front of him and the camera.

As the sessions progressed, she found it turned her on

to be so nasty on film. The more she posed, the more

comfortable she became in front of the camera and the

easier it was to get hot. Then very hot. Looking at

those erotic shots later made her hotter still.

Several times during the day while working on the

catalogue, she found herself fingering herself to

orgasm. At first, she had secretly gone into the women

employee's locker room or the model's dressing room.

Then later, she would sit at her desk and finger

herself under the table out of his vision. But the

small gasps and squeaks she made when she came gave

away her actions to him and he began to sneak blatant

peeks at her actions, then began to stare out right, a

small smile touching the corners of his lips.

When she finally caught him staring at her and saw the

sweat break out on his forehead, she dropped all

pretense of hiding what she was doing and just did it

right in front of him. The thrill of doing this very

private act in front of him, her first love, was the

best yet.

Sitting in her chair, she would hook one leg over each

arm of the chair and slide her ass forward until she

was on the edge of the seat. She thought the irony of

the position added just the right touch of justice to

the situation, too. It was the same position he had

put her in when she first modeled for him and he had

shaved her pussy.

As she sat there, she rubbed her fingers over the thin

cloth covering her hot wet snatch. By sitting in that

position, the cloth would be so tight and wet that it

would become almost totally transparent and would show

every curve and valley of her horny young cunt. After

teasing herself and him for what seemed like an

unreasonable amount of time, she would slowly pull the

narrow strap of cloth covering her cunt to one side.

With her slender fingers on each side of her bared

cunt, she would split herself open and expose her

succulent pink flesh to his now riveted eyes.

Having spent many of her hours at home practicing this

salacious activity, she was beginning to get quite good

at it. At first she had been shy and tentative, but

she had soon learned what felt good to her. She

especially liked to put one hand under her ass cheeks

and impale her long middle finger or two in her anus

and then diddle herself to orgasm with her other hand,

using her thumbnail to torment her clit unmercifully.

Each time she did this now out in the open, she would

watch him stare at her and shift uncomfortably in his

chair. She noticed the bulge in his pants, his

clenching fists, sweaty brow and upper lip, and his

rapid breathing. Once, she thought she saw a wet stain

on his pants after he had made a quiet strangled moan,

but she wasn't sure what it meant. But Elmer had

blushed - yes, really blushed - and rushed out of the

office and into the bathroom. Suzy thought he was

really cute when he blushed and had giggled helplessly

as he left. Elmer didn't think it was that funny and

was going to have to take stronger measures to keep

from raping this little minx niece of Ol' Lady

Silver's. Although Elmer was fairly certain he could

have fucked her with impunity, there was still that

chance that a negative report would get back to the

boss lady. At least, that's what he told himself.

Over and over and over again.

Chapter 11

It was after one particularly grueling session working

on the lingerie catalogue with Suzy, Jane and Beth that

Elmer talked with Jane about his plan to get his aching

prick into Beth's virgin ass. Jane was reluctant to go

along at first, and said she would think it over and

call him back the next day. Elmer figured it was a

bust and thus was very pleased when she called back and

agreed to his plan. She even had a few twists of her

own she wanted to use. Elmer readily agreed. Shit, he

would have agreed to almost anything that would have

let him get into that perfectly fuckable ass of Beth's.

Jane said she would get Beth there that evening right

after work.

Both of the girls showed up together just a little

late. Well, more than a little late. Very late. It

seems they had stopped in for a drink or three or six

and neither was feeling any pain. Jane was nervous

about what she was getting Beth into and wanted both of

them out of it for the evening's events. But she had

still made sure Beth had at least three more drinks

than she herself had consumed.

They staggered into the studio singing a song to which

only they knew the words, and they were apparently

extremely amused at them. The words also seemed

arousing to them, as well, as Jane's hands were all

over Beth's tight body. Her nipples were clearly

visible through the sheer fabric of her blouse, her bra

having been removed at some prior point during the

evening's activities. But in her present state, she

didn't appear to notice or care that she was brazenly

showing her goodies to everyone.

Elmer was waiting for them impatiently. When they

finally did come in he directed them to the dressing

room. He wanted to get on with the fake shoot. He was

going to get it all on film first though, and on

several videos positioned strategically around the

room. The two tipsy models gave him a mock salute and

headed for the dressing room. As soon as they were out

of sight of everyone, Jane took Beth into her arms and

began to kiss her passionately. She wanted her to be

totally turned on for the next part. The kiss was

returned as passionately as it was given.

Jane slowly stripped Beth out of her work clothes

without stopping the kiss. Beth made no sign of

resistance, falling into her passive role. She broke

the kiss reluctantly and ran her hands over the ripe

swollen tits of her submissive lover, then let them

drift lower to her now shaved pussy. She played with

the trembling, unresisting girl for several long

delicious minutes, bringing her to the very edge of an

orgasm several times, but never letting her go over and

obtain relief. Beth whimpered with desire and

frustration as Jane's magic fingers chased her around

and around an orgasmic corral.

"Keep still and keep your eyes closed!" commanded Jane.

She quickly slipped on the skimpy black leather harness

Elmer had set out for her. She rolled her eyes at the

obviousness of the outfit. Two straps, one above and

one below her breasts, squeezed and pushed them out

sexily from her chest. A thick strap around her waist

cinched it in a couple inches more than normal. A

black studded collar went snug around her long slender

neck. A pair of long above the elbow kid gloves and

very high heels completed the scanty outfit. She was

bare below the waist, except for the fuck-me heels.

Going over to Beth she kissed her again, pleased she

had obeyed her command. She was beginning to like this

role of being on top. She took her by the elbow and

led her out into the studio.

She stepped back from the nude girl and circled around

her. She trailed her hands over the red head's body as

she walked around her, tantalizing them both with light

caresses and teasing touches that promised more to

come. Coming to a stop behind her, she gently and

slowly pulled Beth's wrists behind her back. With a

soft nylon cord that Elmer handed her, she tied them

securely together before Beth knew what was happening.

"We're going to get a little kinky tonight. Some

special shots Elmer wants to take. OK, lover?" she

whispered in Beth's ear. She didn't expect any

problems. Yet.

Beth was trembling with fear and excitement. She was

naked and helpless, tied with her hands behind her

back, without even a pretense of the lingerie modeling

they had done before in this studio. This was way more

than she had expected, but she was so hot and confused

and kind of drunk and she didn't want to stop.

Besides, in a way, she wanted Jane to push her to her

limits and then beyond to where she hadn't ever gone

before or thought of going. Beth nodded her agreement

with a hesitant nod of her head. The rope wasn't that

tight anyway and she was mistakenly confident she could

get loose. Besides, it was a fantasy of hers to be

tied up and ravished.

Elmer started some music playing and Jane began to

dance in front of her, swaying her trim hips from side

to side. Beth almost screamed when she opened her eyes

and saw what Jane was wearing. She had assumed they

were both to be naked. A chill went through her nude

body as she began to realize a bit more of the part she

was to play in the shoot tonight. Beth focused on the

erotic movements of Jane, watching as her clean-shaven

cunt began to swell and puff as Jane herself got turned

on by dancing in front of her helpless lover.

Elmer stayed behind Beth as Jane danced in front of

her. Occasionally she heard the shutter of his camera.

Beth lost herself in watching her lesbian lover do a

series of seductive and provocative moves, just for

her. She was helpless to respond other than to rub her

thighs together, and she wiggled as best she could to

stimulate herself.

Jane had moved her hand down to her dripping cunt and

began to play with herself, cupping her breast with her

other hand and offering it up to Beth, fingering her

shaved pussy, finally laying down on the floor on her

back. She beckoned Beth with her splayed thighs.

"Come on lover. Eat me. Make me come. Hard." Jane

said to her.

Beth carefully knelt down on the studio floor between

Jane's long trim legs. With her hands tied behind her,

she had to brace herself by spreading her knees wide.

Slowly lowering her face to Jane's cunt, her ass waved

high in the air, offering Elmer a tempting target.

Jane helped Beth at first by spreading her cuntlips

with her own hands. Then she began playing with Beth's

hair, twisting and twirling it in her fingers, the

effect of which was to hold Beth firmly pressed against

her cunt. Beth didn't seem to object to this at all.

She was in another world as she subserviently

worshipped at her lover's delectable pussy. She forgot

where she was and what was going on around her.

Suddenly, Beth felt Elmer behind her. She moaned in

pleasure as she felt his huge prick sink into her slick

pussy and she moaned at the pleasant feelings that

flooded her cunt. She giggled to herself that ol'

Elmer couldn't resist dipping his huge hard cock into

her when she was in this position. She felt empty and

whimpered into the pussy in her mouth when he pulled

out of her twat. She started to protest the empty

feeling by turning around, but found that Jane had a

very good grip on her hair and that her face was being

jammed back into Jane's cunt. Jane urged her to get

back to her task.

When the Vaseline-coated fat cock head first bumped her

anus, Beth realized for the first time what the two of

them had planned for her. She began screaming, but

they were muffled in Jane's cunt. She tried

frantically to get loose and found that the rope was

deceptively tight and well tied. She was helpless to

stop the anal rape that was about to happen to her.

Her mind went totally blank. Not the black blankness

when you can't remember someone's name. The searing

white blankness of sheer panic. No one had ever been

up there before. And Elmer was so huge. She herself

had measured him. Eleven fucking inches of hard, steel

hard cock meat was about to be forced up her tiny

virgin asshole. Oh, God, NOOOOOOO!

Elmer pushed hard and insistently against the stubborn

sphincter and finally succeeded in getting just the

head of his prick in past the tiny hole. He waited for

several minutes before doing anything, letting Beth's

struggles die down and for her straining sphincter to

acclimate to the huge prick cramming into her rectum.

Finally she quieted down. A little, anyway. Another

lunge and two more inches were embedded in the tight

orifice.

The pain in Beth's ass was excruciating. This was not

fun anymore. He was not trying to stuff anymore in

right at the moment, but it was already more than

enough for her. She had tried it now, and she

definitely didn't like it. But with her mouth

effectively gagged by Jane's cunt, she couldn't let her

two tormentors know she was through playing. So she

tried to take her mind off of the pain. She had only

one way to go and that was forward into Jane's cunt.

She caught Jane's clit between her teeth and began to

chew on it. She was not so gentle now. Not with that

shaft going into her ass again. OOOOWWWWW!

Jane arched into her mouth, shoving as much of her cunt
into it as she could. The feeling was indescribable.

She had not anticipated that she would get off on the

pain like she was. She didn't like it. It hurt,

really. But her body betrayed her and sought out the

source of the pain and begged for more instead of

begging for mercy. Jane started to cum in a continuous

stream of spasms that rippled from her toes up to the

top of her head and back down again. She tightened her

grip on Beth's hair and glued Beth's face to her cunt.

Beth was so focused on terrorizing Jane's clit that she

didn't notice exactly when Elmer had bottomed out in

her ass or when the pain in her ass finally began to

lessen. But it did. Her body stopped trying to expel

the intruding rod and began to relax and accept the

stiff prong. This allowed Elmer to slip a few inches

out of her clasping tunnel and then push them back into

the now unresisting orifice. He rested against her

slippery ass cheeks before continuing with any further

motion.

The feelings coming from his cock were incredible. It

was tight. As tight as he had hoped it would be, as he

had dreamed of and he loved it. Every fucking minute

of it. He wanted this forced fuck to last a long

while, but the way that Beth was beginning to milk his

prick with her deep rectal muscles, he wasn't sure he

could hold out that long.

Beth wasn't trying to do anything special to the huge

prick jammed up her ass. She just had the natural

ability to flex those muscles on command. She was also

trying to expel his cock and that caused her muscles to

relax and then tighten on the hard muscle in a most

exhilarating manner.

Suddenly, she began to feel a building explosion in her

gut, similar to an orgasm but different. This was

definitely going to be bigger, much bigger. The

feeling was as unexpected as it was sudden. Ominous.

Building. It was like the difference between a dust

devil and a tornado - they're basically the same, but

one is a whole lot more powerful.

Beth felt the tornado building inside her, swirling her

along towards something completely unfamiliar. She

redoubled her efforts on Jane's pussy, eating and

sucking like a wild woman. She also began to

frantically push back against Elmer's prick, trying to

get more and more of him inside of her butt, trying

desperately to feed the storm building inside her.

Elmer sensed the radical change in the kneeling bound

woman. Reaching down, he untied Beth's hands and

released them from their bonds. Then he grabbed both

of her hips and pulled his prick almost all the way

out, leaving just the head inside. He watched the skin

of her anus cling to the retreating cock. Pausing at

heaven's gate for just a moment, he shoved it back in

up to the hilt and heard a whoosh of air as Beth

exhaled.

Elmer tried to gather control of his urge to cum using

all his will power. He tried to establish a regular

rhythm of fucking Beth's ass that normally would have

let him last for a good long fuck-fest.

But as the raging climax built up in Beth, her body

began to respond in a series of incredible ways to

accentuate it. She bucked back against Elmer with

increasing force and speed, gaining experience quickly.

Her hips twisted and rotated like a veteran butt

fuckee, bending the plunging prick so that all the

sensitive areas of her colon were stimulated. Her

mouth went into over drive, gnawing at Jane's cunt
voraciously. With her freed hands, she twisted and

turned her own nipples, ignored up until now. Pulling

them down hard, she brought them in contact with the

floor and rubbed them hard on the rough surface,

exciting her even more because she was doing it to

herself.

Elmer tightened his grip on her hips and held on for

the ride. All he could do was grit his teeth and try

to hold out as long as possible in the face of this

whirlwind.

Beth jammed three fingers into Jane's steamy cunt.

Once saturated with cunt juice, these three fingers

were rammed unceremoniously up Jane's ass hole without

preamble or warning. This unexpected action pushed

Jane over the top. She began screaming at the top of

her lungs, throwing her head back. She finally

released Beth's hair, allowing Beth to raise her head

and arch her back to better push back on the prick in

her bunghole.

Beth's climax, when it hit, was quite deceptive. There

was no crashing flash of light, or magical spasms of

her abdominal muscles. She didn't scream or cry out.

It was just that she was suddenly floating in a

wonderful new place she had never before imagined. All

of her normal senses seemed expanded way beyond the

ordinary, in that the usual stimuli in the normal world

didn't penetrate her consciousness.

But other stimuli were beyond description. If she had

tried to describe it she might have said she tasted

colors or that she felt odors. She could see by

touching. She could tell you the temperature, weight,

taste, and texture of the load of jism being squirted

into her rectum as she continued to plunge wildly back

against the stiff rod jerking uncontrollably inside

her. She felt totally alive, totally relaxed, totally

a woman. She floated serenely in complete orgasmic

bliss.

Beth had just experienced something only a few women in

a million can experience, and the experience would

change her life and her outlook on sex. Beth had just

experienced a rectal orgasm. There are clitoral

orgasms most young girls first experience as they begin

to explore their bodies and masturbate. These were the

orgasms that Suzy chased with such abandon. Vaginal

orgasms are common when the fucking is done properly.

But rectal orgasms are rare. It takes a particularly

special wiring of the nerves between the sexual centers

in the brain and the rectal area for this to occur and

very few women are wired that way and even fewer ever

discover if they are. On top of that, it takes a good

ass-fucking like Beth had just received for the lucky

ones to find out.

Elmer realized the three of them had just experienced

something extremely special as he collapsed over Beth's

sweaty, heaving back. The tight clenching of her ass

hole would not release his cock, even as it deflated.

Rolling himself and the relaxed woman to their sides,

he remained buried in the warm, tight tube as Jane

spooned up in front of Beth, who was still in

dreamland, and would be for quite a while longer. The

three of them drifted into a well-deserved nap, friends

again.

Chapter 12

Thursday night Elmer asked Suzy if she could help him

for his `other' studio business, making several

references to the type of pictures he would be taking.

They would be shooting on location at the beach a

couple hours away. He told her he needed her to help

with the packing at his other studio, and the set, the

props, etc., but he said he also needed her to use a

second camera for some of the cut-away shots.

They would be leaving the city that evening and would

be away three nights, coming back late Sunday night.

He had a trailer for the models, but he warned her she

would have to stay with him in the crew trailer.

It took her about two milliseconds to throw her arms

around his neck and accept.

"Oh, yes!" she squealed. "Go away with you for the

weekend? Of course, silly!" She paused in her excited

ramble. "Do you really mean that I get to use the

other camera? What are we going to shoot? An ad? A

film? A lay out? What should I wear? Do I need to

take anything special with me?"

She finally quit talking and asking questions and he

wasn't sure if it was because she ran out of breath or

because he suddenly found himself kissing her.

Seriously kissing her. By wrapping her arms around his

neck, she was right there in front of him and it just

sort of happened. The initially tender kisses became

more passionate in a hurry.

Finally extricating himself from her embrace, he calmed

himself down, with difficulty. He was confused by his

feelings. He wanted to fuck this luscious girl, but no

longer in the worst way. He wanted to do it in the

best way - so that it meant something. He couldn't

resist asking her to come along for the weekend, but he

had no idea what he was hoping for. All he knew was

that she had totally screwed up his head. He didn't

know what he thought when he was around her.

Seeing her crushed face, he gently took her in his arms

and softly answered as many of her questions as he

could, leaving out the part that she would be shooting

video for a porno movie. He wanted that to be a

surprise, as well as her part in the film. Plus, he

wasn't sure if she would like it or not, or how she

would react when she found out. If she was several

hours away from home with no other ride back, he was

hoping she would be amenable to the idea. As much as

he liked her, old habits and ways of thinking were hard

to break. He was a stinker at heart.

She cheered up as he held her, feeling safe and secure

in his arms. Somehow, it just felt right. Even on the

ride over to her tiny apartment over her aunt's garage

to grab a few extra clothes and then to the studio to

pack, she stayed as close to him as she could, but the

teasing and flirting were replaced by an almost shy

quietness.

Somehow the kiss had changed their relationship. She

was no longer outrageously flirting with him, but was

more like a small puppy that suddenly tires out or

settles down and wants to cuddle quietly in your lap.

But she still had her mind made up that she was going

to get him to make a woman of her. This weekend seemed

like a good possibility.

Elmer's head was swimming. The kiss between them had

been unexpected in its innocence and honesty. This kid

really liked him, and it threw him for a loop. Not

that he was going to change his plans for fucking her

brains out for the next four days if he could. The

weather forecast was for rain and he didn't think they

would get many outdoor shots. They would be spending a

lot of time indoors.

The models coming on this shoot were Jane and Beth and

two other girls from the company. Beth and Jane

couldn't wait to get together away from their mates for

a while, even though neither of them had been involved

with a photo shoot quite this pornographic.

Apparently, both of the men in their lives were crazy

about the changes in the women's attitudes toward sex

and couldn't get enough fucking from them, even keeping

them up all night and well into the next day in wild

orgies just by themselves.

Jane's husband thought her new aggressive behavior in

the bedroom and before sex was an invitation to wrestle

and assert his manliness and machismo. Their

lovemaking became more rough and tumble and, to her

surprise, public. While she loved the adventure of it

and the struggling, and losing, with her husband, she

still needed to be in control at times to satisfy other

of her needs and thus, she needed Beth.

Beth's boyfriend, on the other hand, was in hog heaven.

He didn't know the reason, but Beth had started sucking
him off for the first time ever. All the way down to

the nuts, and sometimes even those were sucked in. She

loved it now, couldn't get enough of his cock. He had

begged her before, and she wouldn't, but now. God!

What a cocksucker she turned out to be.

And then the other night she had rolled over on top of

him while they were making love. That was not unusual

in itself. Beth was almost always on top. But when

she lifted herself off of him and then slid back down

his prick, directing it into her asshole, he nearly

lost his mind. This was the unthinkable happening!

And she was going wild, humping and jumping up and down

on his cock, finally going very still and limp on him

as he spurted his milky load of cum up into her

shithole. Beth's boyfriend did not stop her or direct

her in any way. It wasn't in his personality, although

neither was fucking round the clock, which he found he

could do now. Beth was still in control of the

relationship and so she, too, still needed Jane in her

life.

This weekend was going to be a much-needed vacation for

them both.

In his private studio behind his cramped house, Elmer

had Suzy start packing the props for the shoot.

Because it probably wouldn't happen with the bad

weather predicted, he didn't really care what all she

packed. He just wanted her to handle a lot of the

actor's sex tools that would normally be used for a

porno movie. Like the huge dildos the models would be

using on each other. Some of them vibrated and plugged

into the wall, providing endless hours of fun, some had

batteries built into them and were stiff and heavy,

some had cords that allowed them to be strapped in

place for use either internally or for use as phallus

to fuck a partner. Other phallic objects had two heads

for two-person use. Others were hollow and could

squirt "cum" when the special mechanism was activated.

There were a couple that had serious knobs surrounding

the head of the faux prick. Some of the huge ones were

just for effect.

But the ones that caught Suzy's eye looked like they

had kind of melted. They were a little shorter than

the long ones, but generally had a smaller smooth tip

that tapered to a wide bulge and then nipped into a

narrow waist before flaring out again. They kind of

looked like a tall smooth Christmas tree, in a weird

way. Picking up one of them, she walked over to where

Elmer was packing the video cameras and the lights.

"Mr. Walters, I think I know what those ones are for,"

pointing at the vibrating and other dildos, "but what

are these ones for?" she asked, holding up an extra

large black one.

"Those `ones' over there are dildos that go in the

actresses cunts, or sometimes they lick and suck them

for effect. They are the fake penises that the actors

will use to fuck each other with," he explained.

"The one you're holding is a butt plug. You insert it

all the way into your asshole. The flair at the bottom

keeps it securely in place. The rheostat attached to

it with the battery pack means the one you have in your

hand is the kind that vibrates. Some of them even heat

up a little," he continued.

"Oh," she said simply. She went back and continued

backing. She quietly set aside several items, however.

They had the car loaded and were ready to head out to

the beach location in about another hour. Suzy proved

to be a good worker in this situation as well, willing

to carry, lift, pack, shift or tie down as needed.

Without her bouncing around all over the place and

flirting like a love-struck teenager, Elmer found that

he really enjoyed working with her. But he did kind of

miss her touches. He found he had come to look forward

to them.

"Last chance for a pit stop!" he called out.

"Be out in a minute, Mr. Walters!" she answered.

He was carrying a few last minute items to the car when

she came out of the studio and got into the car. So he

didn't notice anything different when they started out.

About fifteen minutes down the road, he noticed that

she was unusually quiet. He glanced down at her

briefly and didn't notice anything unusual, except that

her head was tipped back on the seat back and that her

eyes seemed a little glassy and unfocused.

After another half-hour or so, she stirred. Her

breathing was very deep and she had been jerking and

shuddering slightly. Elmer figured she had been

fingering herself again and had just gotten off. He

was busy with driving and couldn't spare her a glance

as she continued to fidget next to him. Therefore, he

was surprised when he felt her gently touch his thigh.

Actually, it felt more like she put something on his

thigh. A couple of minutes later he came to a red
light and looked down.

There was a small rheostat control on his thigh. His

gaze followed the thin wire as it disappeared up the

pant leg of her shorts. Surprised, he looked up at

her.

His cock lurched to full strength when he saw her face.

She had taken one of his ball gags and had put it on

when he hadn't noticed. The straps were pulled tight

around her head, efficiently silencing her. He almost

lost his load when he twisted her to the side. She had

also managed to handcuff her hands behind her back. He

shook his head in amazement. This kid was just full of

surprises! He wasn't even that surprised when he

noticed the outlines of something under her shirt. He

pulled up the short tank top and stared at the sight of

two tightly clamped nipples. She had selected the

spring-loaded kind with the sharp teeth. Painful

nipple clamps. Very painful.

Gently, he lowered the shirt and picked up the tiny

control.

"Is this a dildo?" he asked.

She shook her head. She was breathing heavily, barely

inside the line between consciousness and ecstasy.

"It's a butt plug?" he queried her again, incredulous.

She nodded "yes".

After a couple of more shakes and nods, he had

determined that it was the biggest one she could find

that vibrated. That made it a big one. He flicked the

control dial to "LOW". A groan escaped the gag and her

eyes rolled up into her head. Seeing she was occupied

with her self-imposed masturbatory bondage, he put the

car in gear and continued on to the beach.

By the time they arrived at the trailer a couple of

hours later, he had turned the dial through each of the

stops on the variable speed control all the way to

"HIGH" and back several times. Her jerking and

thrashing had become almost violent, but she refused to

allow him to turn her loose or to turn it off.

He left her in the car as he unpacked. The butt plug

was turned off and she was calming down. Sort of. He

finished unloading and returned to get Suzy. This

weekend was promising to be all he had hoped for.

Chapter 13

Suzy had her head tipped back on the car seat headrest.

She was drenched in sweat, her arms twisted awkwardly

behind her, but she appeared to be resting quietly in

the front seat, much like a pin-less grenade looks

harmless and quiet just before it goes off in your

hand. She had had several miles of constant priming of

her sexual fuse and it would only take a tiny spark to

set her off.

He gently picked her up and carried her into the small

trailer, as if he was aware of the explosive nature of

her situation. He deposited his treasure softly on the

small bed in the tiny weekend trailer. His first

action was to remove the ball gag from around her neck

and take it out of her mouth. When it was removed, she

remained silent, working her jaw up and down to get the

stiffness out of the cramped muscles. Even though she

had secured it tightly and it had stretched her jaws

awkwardly, she made no complaint. She stretched her

mouth a couple of more times and looked up at him

silently.

He next removed one of the handcuffs from her wrist.

He massaged the skin around her wrist to get the blood

flowing again. There was a small mark, but the cuffs

had not been all that tight. She flexed her arms up

and down, the tingles of the newly flowing blood

causing her to wince and grimace. But she kept silent.

Setting her upright on the narrow bed, Elmer slowly

pulled her damp tank top up over her head. While she

had been naked in front of him before many times, the

intimacy of this situation made her blush as never

before. She was on a bed with a man who was undressing

her! The emotional tension between them set both of

their pulses racing faster.

Gently caressing her lovely breast with one hand, he

slowly removed the sharp-toothed nipple clamp from the

aching swollen nipple. The tingling feeling sent

shivers down her spine as the blood started flowing in

it, too. He leaned over and kissed the tingling bud.

He repeated the procedure on the other tit, caressing

and kissing it in turn. He massaged the tenderized

buds gently, rolling them around the end of her tits.

Leaning over, he delicately placed another kiss on each

nipple, briefly sucking it into his mouth as he kissed

it.

Lying back on the bed, she raised her hips to help him

take her shorts off. He pulled them down the silky

smooth thighs, trailing his fingers lightly along the

soft flesh as his hand followed the shorts down the

long limbs. His light touch brought goose bumps to her

skin and she shivered in delight, anticipating that

something very special was about to happen between

them.

He pressed her knees up towards her chest and had her

hold them there. Grasping the butt plug by the base,

he extracted it from the tight sheath, using

considerable effort. The suction caused by the moist

tissues against the smooth plastic was considerable.

Finally it pulled free with a low sucking sound. Suzy

blushed at the obscene sound, as if she had been

responsible for making it, and not the butt plug. Her

anal ring gaped wide open for a short time before

closing.

Elmer stood up and started to turn away.

"Mr. Walters?" There was a slight quivering in the

voice calling to him.

He turned back to the naked girl. She had refastened

the handcuffs after looping them through the headboard.

In her eyes he could see that she was unsure of

herself, unsure how he would react to a naked girl
handcuffed to a headboard in an isolated trailer park.

"Will you *please* take advantage of me now?" she asked

simply, pleading.

Grinning, he removed his clothes, allowing her to see

his stiff member for the first time.

"Oh! Mr. Walters!"

Her eyes were wide, but showed no fear. To her, this

was a normal size cock. The only penises she had ever

seen were the over-sized exaggerated dildos she had

packed that evening in preparation for making the

movie. He lay down beside her on the bed. His large

cock flopped over and lay gently across her creamy

thigh. To her, the first touch of that velvety smooth

hard rod felt like a branding iron. She lifted her

head up to gaze down between the valley of her tits to

get a better look at his prick. Her cuffed hands

prevented her from moving too much or raising up. She

whimpered a little at the frustration.

He chuckled at her struggles. Rolling closer to her

side, he brought his lips to hers. The tender, gentle

kiss soon developed into a battle of foraging tongues

and grinding lips. Although this was her first time

with a man, and almost her first time kissing one, Suzy

apparently had a natural talent for all things sexual

and what she didn't do naturally, she learned very

quickly.

Panting from the duel, he leaned back to catch his

breath. "Wow."

She was silent for a moment. "Mr. Walters? Do you

remember the video you made of me where I was all bent

over?"

"You mean when you were sucking yourself in the bed

after that first shoot with Beth and Jane? Yes, I

remember. I remember it well."

"Would you do that to me now?" I mean, would you lick

me down there? Nobody ever has, except me, of course,

and it looked so nice when Beth and Jane did it I just

had to try it and AAAAAAAAHHHHHHH."

Elmer did not need a second invitation, nor did he wait

for her to finish talking. His tongue dove into the

primed pussy, interrupting her prattle. Her back

arched up off the bed in erotic reflex and then she

curved the opposite way lifting her hips off of the bed

as she tried to drive as much of her cunt into his

mouth as possible. Grabbing a pillow, he jammed it

under her hips while they were bowed up off the bed.

This gave him easier access to her most private parts.

Her legs were splayed out as far as she could get them.

He put his hands under her knees and drew them up a

little, further opening up the flower of her womanhood.

Methodically he bent to his task, and began to lick her

cunt lips stroking them up and down with his tongue.

Starting with the swollen outer lips of her vulva, he

deliberately tantalized her. Some of the strokes were

long, some were short. All of them drove Suzy out of

her mind. He worked the tip of his wiggling oral

muscle into the tight slit, widening it with each

agonizing jab. When his tongue ventured back into her

dripping slit, she began to come. Her body began to

shake, jiggling her firm tits. She literally vibrated.

Elmer began to work his way up the swollen inner lips

toward her throbbing clit. As he approached the erect

button, he inserted one finger into her cunt hole.

Suzy's climaxes continued to roll over each other, each

building on the other, fusing into one long release of

sexual tension. The continual priming of the vibrating

butt plug and the nipple clamps on the drive to the

trailer had aroused so much unreleased tension that now

she was in a continual state of release with no end in

sight. Elmer continued his work on her virginal clit.

Circling around it with the tip of his tongue, he

teased it all the way out of hiding. Puffing up, the

`little man in the boat' came under assault by his

tongue and teeth. It was poked, probed, rolled, and

nipped. Suzy responded physically and vocally to each

new assault.

Finally, Elmer withdrew his tongue and finger from her

cunt. Sliding back up her body, he stopped and

lingered over her navel and then her magnificent tits,

giving each of those areas a great deal of attention.

He softly lay down beside the shaking girl, pulling her

to his body, and let her slowly wind down. Suzy came

gradually to her senses, and lay quietly beside him,

sweat covering her sex-charged body.

Chapter 14

"Oh, God! It's so much better when you do it," Suzy

sighed as he finished eating her virgin snatch for the

first time.

Elmer reached up to undo the cuffs fastening her to the

headboard.

"No, please don't," she whispered.

He looked at her inquiringly.

"You have to take advantage of me first."

"I intend to. I'm going to fuck your ass off right

now."

Putting action to his words, he rolled over on top of

her and started to insert the head of his cock into her

cunt. With the pillow still under her hips, she was

positioned in such a way as to give him an optimal

angle of attack. The virginal orifice resisted his

penetration slightly.

She gave a small cry as the walls of the unused canal

began to stretch to accommodate the fat flared head of

his iron prick. It felt so good to finally have her

lover's cock penetrating her that the discomfort of the

stretched tissue didn't reach her level of

consciousness. Even though it was only in just a

little, it felt right, it felt good, it felt wicked, it

felt fantastic! She kept her eyes screwed shut tight.

He heard her cry and stopped. The pause gave her pussy
a chance to acclimate to the size of the invading huge

knobby tip. Her breathing came in quick, sharp intakes

of breath that mashed her breasts against his chest,

each breath grinding her pebble-like nipples into the

hairy mat covering his broad pectoral muscles. The

feeling of those turgid buttons rubbing on his skin

sent shivers down his spine.

He slowly pushed in a little farther. Her knees

automatically drew up towards her chest with a jerk and

then wrapped around his waist, stretching and opening

her womb wider for his entry into her deepest recesses.

The head of his prick suddenly pressed up against her

still intact hymen.

He stopped suddenly and looked at her in wonder.

"You're a virgin?" he asked incredulously.

"For about another 10 seconds, if you'd hurry up!" she

shot back, wiggling her hips and trying to force him in

deeper. "Please, Mr. Walters. Pleeeeaaasseee"

He took a deep breath, kissed her hard on the mouth,

and, holding the kiss, lunged forcefully forward into

her. His prick ripped through the previously weakened

barrier with a slight tear and surprisingly minimal

pain for Suzy. Her long manicured fingernails and

multiple masturbation sessions had prepared her for an

easy deflowering.

Plunging in to the hilt, he stopped to catch his breath

and emotional balance. She was so tight! And he was

finally fucking her! After all this time, he was

finally doing it with her! It felt like a thousand

tiny hands were grabbing and pulling on his cock. The

tip of the eleven-inch slab was jammed up against the

mouth of her uterus, pushing it up out of the way in

order to fit the entire length of his shaft into her

clasping vagina.

Slowly, he pulled out a little ways and pushed slowly

back in making the first fuck stroke.

"OOOOOOHHHHHH YYYYYYYEEEEESSSS! FUCK ME, MR WALTERS,

FUCK ME!" she yelled at the top of her voice. She

began to buck her hips to try to get more contact and

stimulation on her clit and cunt.

Eventually they established a rhythm they could both

sustain, and he proceeded to fuck her brains out. Even

with her hands cuffed over her head, she moved like a

she-devil in heat. She was one of the most responsive

women he had ever fucked and even with all his

experience, he was impressed. She fucked with a total

abandon, wanting to feel everything and to try it all

at once.

Somewhere along the line, without realizing it, Elmer's

feelings toward the beautiful girl had changed. Suzy

had woven her magic spell over him: She had brought

out the paternal, protective instincts in him.

Although it had not prevented him from wanting to fuck

her, he found himself thinking about her in possessive

terms that were strange to him and his way of life.

With a shock, he realized he was in love with her.

He stopped in mid-stroke and pulled himself out of her.

Suzy was just in the beginning throes of another climax

and gave a cry of anguish at the emptiness in her

pussy. "Mr. Walters. What's wrong? Did something

happen? Are you all right? Did I do something wrong?

Please come back inside me. Please, Please, Please."

He reached up and gently uncuffed her hands from the

headboard. He was very quiet. Suzy began to cry,

tears beginning to roll down her cheeks. She had

messed up. She just knew it. He didn't like her, she

wasn't good enough. She had failed. She was

miserable.

Everything had been going so great and then..

"Suzy, I need to ask you something." He got down on

one knee beside the small bed. He looked ridiculous

kneeling there with his prick sticking up at the

ceiling. "Suzy? Would you marry me?"

The sudden question surprised both of them. He had not

intended to ask it, but now that he thought about it,

it was what he wanted. It was what was missing from

his life. She was what was missing

She looked up at him. Had she heard him right? He

wanted to marry her?

She threw her now-released arms around his neck and

buried her face in his chest. Her only answer was a

nod.

"Suzy, are you OK?"

Again she nodded into his chest.

Mistaking her silence as rejection, her pulled away

from her and lay on his back. He let out his breath in

a long drawn out sigh. He had really screwed up this

time. What had he been thinking? She wouldn't want

him. And now he wasn't even going to get to finish

fucking her.

"Yes."

He looked over at her. "Huh?"

"Yes. I will marry you." She smiled at the

bewilderment she could read on his face. men were so

easy to read. Even with her inexperience, it seemed

she had an innate ability to read his thoughts off of

his face. "Now will you please finish fucking me, Mr.

Walters?"

This time she climbed on top of him and poised her

gaping pussy over his hardness. Reaching between them,

she grasped the thick shaft and pointed it at her slick

opening and settled herself down on his cock. Once she

was completely impaled, she leaned forward, her hands

on his shoulders and started a gentle rocking. This

motion caused her breasts to sway as they hung down.

He reached up and grabbed the swaying orbs. Palming as

much flesh as he could, he twisted them slightly,

causing the nipples to grind into his palms. Suzy

rolled her head around her shoulders, whipping him with

her chestnut hair. Her rocking motions became stronger

as she built towards her next climax. Elmer began

bucking up from under her. He had been holding back as

much as possible, but now her squeezing pussy was

driving him insane. With a lunge that would have

unseated a veteran cowboy, he bucked his prick up into

her cunt as hard and far as he could. He gave a yell

as he began to irrigate her tunnel with sperm.

She cried out in unison with him. She had felt his

prick swelling up in her pussy as he had approached his

climax. The fact that she was responsible for his

condition excited her and pushed her over the top of

the next orgasmic peak. She shuddered and flinched as

she lay on his hairy chest.

Several minutes passed. Both were lost in their own

thoughts and post-orgasm feelings as they lay in each

other's arms.

Chapter 15

"Well?"

"Huh? What?"

"Well, how was I?" Her voice was soft, but insistent.

"What? What do you mean?"

"When I talked to the nurse, she kind of said in a

round about way that you had fucked a lot of girls,

that you had, you know, a lot of experience like that.

I want to know if I did it right."

"The nurse! When did you talk to her?" he asked,

trying to deflect her line of questioning.

"After the photo session with Jane and Beth, I made up

my mind that I was going to fuck you, so I wanted to

get some birth control pills. So I went to the nurse.

She told me you had already taken care of that with my

`vitamins.'

He waited for the angry outburst of an angry woman who

had been played for the fool.

Suzy leaned over and kissed him lightly on the tip of

his nose.

"Thank you, Mr. Walters" she said softly.

"Huh?" This girl was really playing with his mind.

Elmer was thoroughly confused. "What?"

"Thank you for taking care of me, and watching out that

I didn't get into trouble. I guess you planned to fuck

me before I decided to fuck you. You are so thoughtful

and kind to me."

"Oh, sure, OK, sure. And Suzy?"

"Yes?"

"Call me `Elmer.' I think we know each other well

enough now." He tipped his head at her bare breasts
and winked at her.

"Oh, OK." She paused and then giggled. Leaning over,

she kissed the tip of his nose again.

"Thank you, Elmer," she said.

Moving down his body, she kissed the tip of his prick.

"And `Thank you', too, *Mr. Walters*."

With another giggle, she took the whole head of his

deflated prick into her mouth. He groaned. Her mouth

was like a warm wet oven, and his tired cock began to

revive. The cock began to swell larger to fill her

mouth.

"Suck on it," he instructed.

She complied. As she continued her ministrations, he

continued to guide her verbally and with his groans of

pleasure. She seemed to be a natural cocksucker, if

her first attempt was any indication. With his prick

at full staff, she pulled up off of him. Turning, she

rolled on her stomach. Kneeling up on her knees, she

presented him a full moon view of her ass.

"Can we do it the other way now?" she asked.

Elmer positioned himself behind her and started to poke

his prick into her cunt. He had inserted the head and

about three inches of the shaft, when she stopped him.

"No Elmer, not there. I want *Mr. Walters* in the

other place. I want him to fuck my ass hole."

Elmer shook his head in wonder. He remembered the huge

size of the butt plug, so he wasn't worried about not

fitting. It was just that no girl he had ever fucked

had ever asked to have `Mr. Walters' jammed up her ass.

Until Beth, that was. And now Suzy. Would miracles

never cease? He pulled back and placed the head of his

newly named organ against the tightly puckered rose

bud. Pushing against it firmly, he managed to lodge

the head of his large cock inside the resistant

sphincter.

"Oh!" was all she said. Suzy held still for an

instant, took a deep breath and then raised her self up

on her elbows to give him a better angle of attack into

her rectum. After a few minutes he felt her begin to

push back against his steady forward pressure. She was

really into it.

"I feel so full," she said when he finally hit bottom.

She gave a small side to side wiggle with her ass.

Then an up and down motion. Then she put both the up

and down and the side to side motions together and

rotated her ass all around the central skewer.

Finally, she began to pull and push the shaft in and

out. Just a little at first, then more and more, and

faster. Occasionally she would throw in a wiggle and

really bump and grind on his prick. Elmer just held

still and watched the tight red ring as it dragged

itself over his prick.

"This is better that that plastic thing. Oh, so much

better!" She increased her tempo as the feelings built

inside her.

Reaching around her, Elmer found her clit with one hand

and a firmly swinging breast with the other. His

fingers busied themselves with the erectile buds in

both places and Suzy responded by bucking back on his

cock with complete abandon.

"FUCK ME, *MR. WALTERS*, FUCK MY ASS, FUCK ME HARD!"

she cried.

He rammed into her hard and fast. Even though this was

the second cum of the night, he could feel his climax

coming on fast. The rectal tunnel was so tight and

clasped him so lovingly, it stimulated him

tremendously. This girl was blowing his mind.

His wife-to-be started screaming her climax long before

he expected to arrive at his. Her ass muscles clamped

down on his cock almost painfully, and the added

pressure pushed him over the top. He hosed her shit

chute with his cum for several minutes.

He was totally drained. He fell back on the bed on his

back and tried to recover from the exertions. Suzy

crawled up and snuggled into his side. She lightly

twirled his chest hair with her fingers, combing it

into curls and peaks.

"Well?"

"Huh?"

"Come on silly, answer my question. How was I?"

He looked down into the face of this girl that had

managed so easily to turn his life upside down. He

wondered briefly if this was a loaded question, but

decided to answer her honestly.

"Great," he said softly. "You were just great."

She beamed at his answer.

Chapter 16

It was daybreak before they finally got to sleep.

There were no more virgin orifices in the young girl by

many times over. Each time after a bout of sex, she

would revive his flagging organ with her youthful,

energetic body in inventive ways. She never ceased to

amaze him with her energy and willingness to do

whatever seemed to come into her head or whatever he

asked of her.

It was late morning when a soft knocking came at the

door of their trailer. Opening the door, he saw Beth

and Jane had arrived and were standing at the door of

the trailer in the gray foggy light of a stormy day on

the beach. It didn't look like a good day for filming.

More like a day for indoor activities.

"Sssshhh," he told them. "Suzy's still asleep."

"Yeah, we know," Beth said with a giggle. "We heard

you all night. We got in to the trailer next door just

as `Mr. Walters' was fucking the shit out of someone's

ass hole. You know, you can hear everything but

whispers through that wall. And there wasn't much

whispering going on in here." She winked at Elmer.

Elmer blushed in sudden embarrassment.

"Did you save any for my back door, big fella?" she

asked teasingly, reaching up and grasping the end of

his limp cock which hung below the short robe he had

thrown on to answer the door. Both girls burst into

giggles at his expression. Elmer was clearly a man in

love with the teenager, but also clearly a man in lust

with women in general, especially one who had a gentle

hold on his cock at the moment. His conflicting

emotions and feelings showed clearly in his torn

expression.

A sudden flurry of rain forced both girls up the two

steps and into to the small trailer. Crowding into the

tiny kitchen, Elmer asked if they would like some

coffee. Busying himself with the task, the three

friends settled down into a quiet conversation while

the storm raged outside. They talked of small things

and the coming shoot, and the increasing possibility it

wouldn't happen at all. Jane informed him that the

other two models had canceled because of the weather.

The noise of a shower came and went. Suzy appeared in

the door with a towel wrapped loosely around her. The

short towel barely covered her boobs but clearly

revealed her cunt. Greeting both of the models with

broad smiles, she looked at Elmer.

"I need *Mr. Walters* in here," she said, stressing his

name.

Elmer glanced up in surprise at the code words. He was

even more surprise when his battered, deflated cock

perked up. The two models, having figured out the

special code of the two new lovers while listening in

during the long night, hid their bursts of laughter

behind spontaneous coughing. Seeing `Mr. Walters'

poking his head up from under the robe caused even more

fits of coughing.

Elmer made his way to the bedroom door where Suzy was

standing. Reaching up to him with both arms, she

wrapped them around his neck. The towel fell down

between them.

He reached down and grabbed her by the back of the

thighs. Lifting her up, she quickly caught on to his

intent and wrapped her legs around his waist, locking

her ankles behind his back. She searched for the head

of his prick with her gaping pussy. Feeling it slip

into her, she laid her head on his shoulder and began

to nibble on his ear. She felt so comfortable with him

buried deep in her cunt. They were not moving, just

allowing the feelings to wash over them.

As she nibbled his lobe, she saw that Jane and Beth had

not been idle. Jane had spread herself out across the

small table, her legs hanging over each side. Propping

herself up on her elbows and lifting her hips, she

urged Beth to remove her shorts and panties. Bare from

the waist down, she commanded Beth to eat her out.

Beth was in the process of feasting on the delicious

breakfast buns on the table and had slipped one hand

down her own shorts to finger her own pussy.

Suzy watched the action in the trailer. Elmer started

to move into the bedroom and privacy, but Suzy stopped

him.

"Don't move, lover. I want to watch them."

A quick glance behind him showed him the erotic tableau

she was watching.

"OK."

Several minutes later Suzy began to whisper in his ear.

She had been thinking and she needed to talk with him.

"Elmer?"

"Yeah?"

"Thank you for last night."

"Uh-huh"

"Did you mean it?

With everything that had happened and everything that

was said last night, that was kind of a vague question.

"Did I mean what?"

"That you want to marry me."

"Oh. That. Yes, I really meant it. I still do."

He flexed his cock to emphasize his meaning.

"ooooooohhhhh. Stop that, silly. I need to talk with

you. And I can't think and fuck at the same time. I

like fucking too much. So be still."

She nipped his ear for emphasis.

"OK, OK! What did you want to talk about?"

"Have you fucked Jane and Beth?"

The question made `Mr. Walters' start to pull back into

his body in self defense. But he told her the truth.

"Yes," he said simply

"Do you still want to fuck them?"

`Mr. Walters' just about pulled out of her cunt with

that one. What a loaded question! What was she after?

He decided to stick with honesty, even if it messed

everything up.

"Yes, I still do. But I won't if you don't want me to.

I am in love with you."

"Elmer, Honey, I want to know if you want to, because I

want to, too."

"Huh?" This woman was confounding him.

"I want to fuck them. I have ever since the photo

shoot. Is it OK with you?"

"It's more likely that they would fuck you, not you

fuck them. They're kind of dominating sometimes," he

said, thinking of both models' aggressive

personalities.

Suzy giggled and began to squirm on the once-more erect

prick.

"I know they would. Would you want to take pictures of

it?"

"Yes. If you wouldn't mind."

She was quiet, thinking apparently. A minute later

came the bombshell.

"Could they use the big dildos and all the other

things?"

With that question, he came. It was unexpected, as

there had been no motion, just the gentle massaging of

her cunt muscles and an occasional squirm of her hips.

The white jets of jism burst from his cock with

surprising force, flooding her quim with cum. She gave

a soft squeal and hung on to him tightly, caught up in

the throes of her own intense mini-climax.

"Thank you again, *Mr. Walters*," she whispered. She

kept her pussy muscles clamped around his cock until it

finally pulled free with a soft plop. She unwrapped

her legs from his waist. Standing on her tiptoes in

front of him, she kissed him tenderly.

He looked down at her and asked, "I can talk to them

and set it up. But are you sure you want to use all

those props? Some of them are pretty big."

"Yes"

"Even the two headed ones?"

She looked into his eye steadily. "Yes."

"May I ask why? You don't need to do this for me."

"I know. But does it excite you? Did the butt plug I

had in my ass hole turn you on last night? Did it

excite you to eat my pussy?"

"Yes."

"Question answered." She paused, and then plunged on,

revealing a little bit about her inner motives to both

of them. "It turns me on, too, but I didn't know that

last night when I started. I just wanted to tease you

into fucking me. But as soon as I had the plug up my

ass, I knew I couldn't stop. It was too exciting, too

thrilling. And I want to experience it with a girl
doing it to me."

She hesitated.

".At least once."

She gave him a quick hug and went into the bedroom to

get dressed.

".or maybe twice." drifted back to him as he stood

there with a shit-eating grin on his face.

Chapter 17

Elmer talked to Jane and Beth about Suzy's idea while

Suzy got dressed. Jane's eyes glittered with an

excited twinkle as she considered and then accepted the

proposition for both of them. Beth said nothing, but

the odd look in her eye did not bode well for Suzy.

Elmer was pleased by Jane's reaction, but wanted to

make sure they understood not to go too far.

"Jane, Beth, I have asked Suzy to marry me. I really

love her and I don't want her injured. This may hurt
her, a lot. Pain, but no permanent harm. Is that

understood? This is her idea, and I must admit, I am

more than a little aroused and pleased by her open

nature in these things. I want this to be a taste of

the real thing, but don't go too far! Who knows, if

she likes it.?" He ended with a shrug.

Jane and Beth looked at him and then at each other.

This bit of news tempered both of their intentions

toward moderation.

"Will you still be able to fuck us?" Beth asked.

"After you're married, I mean," she added.

"That will depend on Suzy," he answered. "Suzy wants

to have an open marriage. She may even want to come

along and fuck with us. But you can be sure that if I

can, I will. You've got the second best asshole I've

ever fucked!"

Beth bridled at first at being second best, and then

she softened. She would want every other woman to be

second best to her man, too. And she could tell Elmer

really meant it.

"So she can fuck around with other women. What about

her getting it on with another man?" Jane asked

quietly, getting to the real question.

Elmer hesitated a long time. He had never really

thought about that, but it had been on his mind even

before Suzy proposed her scheme. He wanted to continue

his policy of honesty, so he answered carefully.

"If she wanted to, I would not object to it," he said

carefully. "I wouldn't like it, but I would not say

anything to stop her."

Suzy's heart was in her throat. He loved her! He

really cared about her! And he thought she had the

best asshole he had ever fucked! She made a note to

ask him how many he actually had fucked.

She had not intended to listen in, but she had been

napping on the couch where they were talking. She had

come to wakefulness gradually and Beth's first question

had captured her attention. She had listened quietly

with her heart full of love for this wonderful man that

loved her. She would do anything - and let him do

anything - if it would keep her in his heart.

She wasn't sure if she wanted to fuck other men. She

didn't know many and none she would consider letting

poke around inside her. Elmer would have to approve of

any man she fucked before she did. And, besides, if

she really wanted to, she was positive she could

convince him to let her. But for right now, she would

stick to women and Elmer.

Jane took over the arrangements. Her organizational

skills came to the fore as she got swept up in the

idea, not even noticing that Beth was withdrawing into

herself. She quickly located a nearby barn perfect for

their shoot. She had found it on an earlier visit and

thought it would be perfect for a kinky location. A

few phone calls and the place was theirs for the

weekend.

The preparations for the photo shoot progressed

rapidly. Suzy and Elmer took the photo equipment out

to the barn and got the sets and lights ready. As she

saw the sets and the equipment being readied, and knew

she would soon be experiencing them, Suzy began to

shiver in anticipation. Every time she saw the rough

ropes and thick chains hanging from the ceiling, her

thighs got damp with pussy juice that dripped down from

her sopping pussy.

Twice during the preparations, she needed `Mr. Walters'

help. Both times Elmer complied and fucked her to

climax. He seemed as insatiable as she.

He was also visibly excited about the upcoming session,

but concerned. He kept asking her if she was sure she

wanted to go through with it, until she grabbed him by

the prick and threatened to rip it off if he asked her

again. They both knew she was kidding, but he stopped

asking.

Jane and Beth arrived with boxes and packages. Beth

was visibly subdued, as if she was not sure she wanted

to do the session. But Suzy caught her fingering

herself in one of the horse stalls and watched her work

off her tension.

"You don't have to do this, Beth, if you don't want

to," Suzy told her. "We can just do a normal girl/girl

shoot."

Beth froze. Tears welled up in her eyes. "I know.

But I really do want to do this. It's just, well, you

know, I'm scared. You should see some of the things

Janey bought for me." Tears rolled silently down her

cheeks. "I know it is going to hurt me, but I want it

to if Janey wants it. Do you understand?"

Suzy went over and embraced the other girl. Giving her

a long hug, she felt the other girl start to relax.

Leaning her back against a bale of hay, Suzy dipped her

face down into Beth's pussy.

Looking up, Suzy asked, "May I help you?"

Beth took her head in her hands and pulled her face

toward her cunt.

"Please. Do me. Please."

She leaned back and allowed the eager young girl to

relieve some of the fear and tensions which had been

building during the day. She could still control a

relationship, she could still be aggressive. Beth was

amazed at the skill of Suzy's active tongue.

"Have you done this before?" she asked her.

Suzy freed her mouth and said, "Only to myself."

The picture that that painted in Beth's mind struck her

as hilarious and made her burst out laughing. She

laughed so hard that she peed in Suzy's mouth. Suzy's

sputtering and spitting set her off on another bout of

laughter.

Suzy wasn't sure what was so funny, she was trying to

do a good job eating her out. And then she had peed

into her mouth. That was something she hadn't expected

and decided she didn't like. Maybe with Elmer it would

be different. He could direct his pee all over her

body if he wanted to.

Beth's raucous laughter brought the other two running.

When Beth related to Jane what Suzy had said, and then

what she had done, Jane laughed along with her. Not at

Suzy, but at the image of her.

Suzy buried her head in Elmer's shoulder during the

telling of the tale. When she got to the part about

pissing in her mouth, her held her tight.

"So, did you like that?" he asked.

"Maybe if you did it to me I would," she answered.

Mr. Walters rose up between them.

"Oh, my. Mr. Walters!" she exclaimed as she felt him

swell up to full size. She looked at Elmer. "I'll do

anything you want me to if it will make you happy.

Anything, really. Even that, if you want. I love

you," she said as she kissed him.

"And I love you, too, Mr. Walters," she addressed to

his cock as she sank down on her knees in front of him.

Opening his pants, she pulled the hard flesh into the

open. She stroked it lightly up and down with her tiny

fist, then took the head into her mouth.

She seemed oblivious to the presence of the other two

models. Beth watched her give head for a few minutes

and then kneeled down beside her.

"Suck in the tip and twirl your tongue around it.' she

instructed. "Here, like this." She took one of Suzy's

fingers and demonstrated on it with her own mouth.

Suzy copied the motion on Elmer's cock.

"Now do this."

Beth added a new technique and Suzy applied it to her

efforts.

"And now for the grand finale," Beth said and leaned

over and whispered in Suzy's ear.

Suzy looked at her as if to ask, "Really?"

Beth nodded.

Working Elmer's pants down to his ankles, she began to

caress his balls with one hand. Elmer's knees began to

shake at this fondling. Suzy held out her other hand

and flipped Beth the `bird.' Instead of being

offended, Beth leaned forward and engulfed the entire

finger in her mouth. When she lifted her head, the

finger was slick with saliva from the tip to the palm.

Suzy took the wetted finger and slowly forced it up

Elmer's clenching ass hole. He gritted his teeth, but

did not move away or complain. Fully embedded, the

heel of her hand supported his large balls.

Sensing his orgasm approach, Suzy began to wiggle the

embedded finger. This prostate massage triggered a

tremendous blast of cum into her sucking mouth, bathing

her tonsils with white, sticky fluid.

Suzy swallowed quickly, making room for the second

blast. She swallowed again and again and again, not

letting a drop escape. She held the tip in her mouth

until the engorged tool finally deflated.

She looked up at him.

"Well?" she asked.

"The greatest, babe, the greatest."

He looked over at Beth who was proudly watching her

pupil. He silently mouthed "Thank You" to her before

adding to Suzy, "You should be. You had the best

teacher."

Chapter 18

The preparations for the shoot were complete except for

the make-up and costumes, such as they are. For the

first part of the shoot, Suzy would work the second

camera as Jane and Beth would do a session by

themselves.

After the icebreaker earlier, Beth seemed a lot more

relaxed. She was almost eager to get started. The two

models went into another area to put on their costumes.

Elmer had finished their make up and was working on

Suzy's.

As he was finishing, Suzy pulled open her robe and

rubbed her thatch of pubic hair.

"I think I need a trim, don't you?" she asked

teasingly.

He grinned and rubbed it, too. "I don't know. Well,

yeah, maybe, I guess so."

She scooted forward and splayed her legs wide open as

he rubbed her vulva.

"Shave it all off this time," she told him. "I want to

try that, too."

He grinned and proceeded to shave her pussy bare.

Rather than use the razor, he picked up a slim vibrator

and held it up for her to see.

"Shall I use this instead of the razor?" It's much

more efficient," he said with a grin.

"HHHHMMMMMMmmmm" she sighed as he inserted it into her

pussy and turned it on. "You're right. This is much

better, lover."

When he was finished, she made him leave it in. She

put on a pair of tight panties to hold it in place.

That and a short robe that gaped open in front were all

she wore to shoot the first part of the session. As he

watched her get the camera gear together he noticed she

would occasionally stop and shudder lightly. He

grinned. She was happy.

"TADA!"

They both turned at the entrance of the two models.

Suzy caught her breath, and Elmer gave a low whistle.

He looked at Suzy. She was staring in a gleeful manner

at their attire with a gleam in her eye that he had

begun to associate with sexual abandon.

He turned back to the models. Jane was definitely in

charge here. As is common with dominatrix' attire, it

was black leather. Not much of it, but what there was,

was black leather.

One strap ran around the back of her neck, down around

the outsides of her breasts, pulling them in towards

each other. The strap continued down over her flat

stomach and then coming together to run between her

legs. It passed through to the back, looped around her

buttocks to attach to the straps in front of her navel.

Another strap passed under her breasts and around her

back. This strap attached to the straps going down the

sides of her tits. By cinching the cross strap tight,

Jane's boobs were lifted and pulled together.

The top half of her face was covered in a tight mask.

Her blonde hair was pulled into a ponytail that bounced

saucily behind her every step she made. Long black

gloves and black thigh high boots with high - make that

very high - heels completed her ensemble. Except for

the riding crop in her hand.

Beth was also in a bizarre costume. She was perilously

walking on extremely high heels. Thigh-high mesh net

stockings were the only recognizable articles she wore.

A twin pair of bars bracketed her tits. Each end was

held together by a long bolt and wing nut. The bars

could be tightened together, mashing the flesh in

between them. Looking closer, Elmer could see that

there were sharp teeth and pins along the squeezing

edges of each bar. The pins were imbedded into the

soft flesh, preventing the apparatus from slipping off.

The sharp teeth were arranged with their points

directly opposed to each other. This not only squeezed

the flesh, but threatened to severely puncture it as

well.

Beth's arms were bound behind her in a long sleeve.

The sleeve was laced tight, pulling her elbows

together.

Her head was completely enclosed in a thick black latex

hood. The only hole was for her nostrils. She could

not see or hear.

She was being led by a leash attached to a chain. The

chain was not around her neck but each end was attached

to a clamp firmly attached to each nipple.

Elmer had his camera going, circling around both of the

women. He looked up and saw Suzy was filming as well.

He grinned. She really was a natural with film and

cameras.

Julie led Beth to the center of the makeshift set. In

a showman-like way she strutted around the bound girl,

flicking the riding crop against her boots, making a

slapping sound.

She stopped behind Beth and drew the tip of the crop up

between Beth's ass cheeks. Beth jumped in fright at

the sudden touch.

Jane touched the insides of Beth's thighs, tapping

insistently until Beth had spread her feet wide. The

heels on her shoes made her position perilous to any

sudden movement.

A sudden flick sent the crop stinging across the soft

flesh of her inner thigh.

Her body stiffened at the pain. Another flick and then

another, each dangerously close to her cunt. Jane was

terrorizing the girl.

A change of target made the stiff crop slam into Beth's

creamy white ass. A long red stripe grew up to mark

the stinging flesh. Beth began to fidget on her heels.

Suzy had moved around front of Beth and was filming her

from that angle. She had noticed that the fluid

discharge from Beth's pussy increased with every

strike. She filmed the quivers of the compressed

breasts, wondering at the feeling of the device. Maybe

Elmer would try that on her sometime. She would have

to ask Julie for it later.

The session continued for some time, each lash leaving

a red inflamed stripe on Beth's flesh. Elmer knew they

would have to edit that out of the next scene. Maybe

her costume would cover it up.

Finally Jane put the lash down and began to eat out her

lover. Suzy went over to them and began to unbind

Beth. First she pulled her hood off and discovered she

had a huge dildo stuffed in her mouth as a gag. Beth

had been crying from the pain and pleasure.

Next came the sleeve. Beth flexed her arms to get the

circulation back in them.

When Suzy move to remove the tit press, Beth shook her

head "No". Suzy understood and left it on her.

Beth began to pant harder and finally came in Jane's

voracious mouth.

Pulling Jane up, Beth captured her lover's head and

gave her a kiss on the lips. Hard.

"OK, bitch, did that get it out of your system?"

Jane thought a moment. "No."

"Good. Now take this thing off. Slowly, please."

Chapter 19

A couple of hours later they were ready for the next

scene. The red stripes on Beth's creamy white skin had

lessened and Elmer had been able to use body make-up to

cover the worst of them up.

Suzy had squealed when she saw her costume. It was a

white satin sheath that fit her like a second skin.

The waist was nipped in tight. The material molded to

her hard young body and it seemed like every hair was

visible. Her nipples poked through clearly and the

rouge Elmer had put on them made them show clearly

through the fabric.

Her back was completely bare, as were her arms. Two

thin straps tied behind her neck and held up the front

of the dress. The skirt was slit up to her crotch and

showed the full length of her shapely thighs when she

walked. Four-inch heels completed her elegant outfit

along with a string of black pearls circling her neck.

She was a vision.

For the scene, Suzy was to wear a black satin cape over

the dress. Pretending to be lost and with her car

broken down, she was to impose on the kindness of the

two women whose house she happened upon. After a short

conversation and a drink, she was to go limp as if

drugged.

Suzy played her part to the hilt. She entered on cue

and Jane and Beth pretended to invite her warmly into

the house and begin to engage her in conversation. She

took off her wrap and Elmer admired her beauty. Suzy

seemed to feed off the camera and it was good to her.

She was offered a drink and accepted it. She drank it

with a flourish and asked for a refill. As she was

walking toward the bar where Beth was standing, Suzy

suddenly crumpled to the floor. It was worth an

Academy Award to see it.

Beth and Jane went to work immediately. They dragged

Suzy to a door that led to another set. This was the

dungeon.

The first piece of equipment they took her to was a

simple hoist. They fastened her hands to the ends of a

three-foot bar with strong leather cuffs. A center

rope lifted the bar up. Suzy was lifted up so that her

toes were just off the ground. She spun around lazily.

Still pretending to be semi-conscious, she let her head

roll on her chest. She did not protest when Jane

directed Beth to take a sharp knife and cut her dress

from her. She only began to moan when Beth inserted

the hilt of the knife into her cunt and twisted it

around.

Jane had picked up a new implement of pain to use. She

circled the dangling girl and shivered in anticipation

of the rush she would feel. She didn't know why, but

being dominant, inflicting pain, humiliating first Beth

and now this young piece of cunt made her blood run

fast and her cunt to flow freely. It wasn't like this

all the time, just some times. Other times she liked

`normal' sex.

But now, now she had tender white flesh to mutilate and

deface. She had a snot nosed little cunt to initiate

into the sisterhood of pain.

It was like a red film lowered over her brain. She

wasn't in a rage, just on autopilot.

Her arm flicked out and the cat-o-nine tails curled

around the smooth flesh of her victim. Suzy shrieked

as the nine knots in the ends raised ugly red knots

where they landed.

"JANE!." shouted Elmer. "Stop!"

"No. Let her go on. I'm OK," Suzy assured him.

Elmer glared at Jane as he picked his camera back up

and continued filming. Jane was still in a haze and

stepped right back up to the plate and started

swinging.

The welts and knots from the lashes covered Suzy's

body. She went hoarse from screaming, but underneath

the pain she was aware that the lashes weren't really

that hard. Jane was very methodically lashing her

entire body from her fingers to her toes, avoiding her

face, breasts and cunt. She shuddered to think what

she had planned for those last two areas

At last she was lowered to her feet. It did not take

much acting to pretend to be limp. Jane and Beth

dragged her over to a low bar. Beth spread her feet

apart and fastened them to the floor in front of the

bar. Suzy was then pushed backward over the bar so

that it caught her in the lower back. Her hands were

pulled tight over her head and tied to the floor. She

was bowed over the bar, her breasts totally exposed and

pointing proudly upward.

Her cunt was wide open and exposed. Suzy was in for a

hard time and she knew it. She also couldn't wait.

As she was tying her hands, Beth whispered to her, "You

don't have to do this. Why don't you quit now?"

Suzy pointed with her chin at Elmer. "Look at `Mr.

Walters.' It excites him. I would do anything to make

him happy."

Elmer was filming with one hand and jerking off with

the other. She thought it looked kind of silly,

really. Nine juicy holes to suck, fuck or cornhole,

six soft feminine hands willing to stoke him, and he

was choking his own chicken.

Suzy paused. "Besides, it kind of turns me on, too."

She looked at Beth. "Does that make me weird?"

Beth laughed softly. "You're asking *me* that? Look

at these," as she lifted her swollen and inflamed tits,

still dotted with little flecks of blood from the pin

punctures. "I loved this!" She looked over at Jane.

"From her," she added.

"For him," Suzy said softly, echoing Beth's sentiment.

Jane called Beth over to her. She held out a three-

pronged strapped device up and told her to open her

mouth. She inserted the shorter leg into Beth's mouth

and strapped the device firmly into place. Beth looked

like she had two huge penises growing from her mouth.

The twin shafts curved upwards slightly and ended in

large mushroom-shaped heads.

Jane pulled Beth over to stand between the feet of

Suzy. She took a hold of the twin prongs and guided

them into Suzy's open and defenseless cunt and asshole.

"Fuck her good, Slave," she commended.

Beth began to saw back and forth. She was going to get

tired fast. The motion was very awkward.

Jane went around to the bowed girl's head. She reached

down and grabbed a shank of hair. Lifting Suzy's head,

she jammed it between her thighs so that Suzy's mouth

was up against Jane's pussy. She squeezed her legs

together to hold the mouth firmly in place.

A flick of her wrist brought the stiff leather riding

crop flashing down on Suzy's breasts. The acute scream

she let out was muffled in Jane's hairless cunt.

Another flick brought another muffled scream.

Only Beth could see the true effects of the lashes.

Each time her tits were punished, Suzy would gush cunt
juice. She redoubled her efforts with the probing

shafts. Suzy seemed to respond by trying to wiggle

herself on the prongs as best she could.

Jane was really punishing the resilient mounds. The

perky nipples came in for special attention. They were

battered from the top and sides, but each attack

brought a defiant response. They just stood up taller,

got puffier, redder and more sensitive.

Jane finally began to shake. Her thighs tightened even

tighter on Suzy's head. Her aim wandered and she

struck Suzy's taut abdomen with the last half-hearted

blows. She came so hard that she actually passed out

for a while, crumpling to the floor in a twitching

heap.

Beth, seeing Jane swoon, leapt to her side. She

cradled her lover's head on her thighs as she struggled

with the dildo's straps. Finally freeing herself, she

began to gently kiss and caress her lover, crooning to

her softly.

Chapter 20

Elmer dropped his camera and went over to Suzy. He

quickly untied her hands and started to move to her

feet. He stopped as her hands grabbed his legs and

pulled his groin toward her face.

She grinned upside down at him as she awkwardly undid

his pants and freed his still rock-hard cock. She

swiped along the underside of his prick with her

tongue, ending by taking both of his balls into her

mouth and sucking on them. She rolled them gently

around and around.

Pulling him away she tipped her head all the way back.

Slowly she engulfed the head of his cock in her mouth

and swallowed it until it bumped the back of her

throat. She sucked for a while and then spit him out.

"Elmer, did you enjoy the show?" she asked, staring

straight at the evidence in front of her nose.

"Uh-huh"

"Pick up the whip." It was nestled securely between

her breasts where Jane had dropped it.

He did.

"Beat me until you come," she said. Then, "Please? As

hard as you want."

In answer he swatted at her stomach.

"OOOHHH YES! Harder, lover. On my titties!"

Elmer swatted the whip harder, and she squealed in pain

and ecstasy. She opened her mouth again and recaptured

his cock. This time she kept the shaft in her mouth

and swallowed. When the head bumped into the tonsils,

she relaxed her throat and swallowed again. The large

tip slipped easily down her throat in the position she

was in. It slipped all the way down until her nose

knocked into his hairy sac.

Grabbing onto his hips, she urged him to move back and

forth, fucking her face, jamming his cock down her

throat. He continued to lash her breasts, with each

stroke becoming bolder and more confident that he was

not injuring her. The whipping stirred his blood.

Along with the incredible feeling of her deep-throating

action on his prick, he was not going to last a long

time.

With his blood boiling, he shifted the aim of the whip.

Her splayed thighs were too tempting and he aimed a

hard slash in between them. The crop landed perfectly

and split right down between her cunt lips.

Suzy jammed his cock deep into her throat and sucked it

for all she was worth. The second well-placed stroke

renewed her efforts and she was rewarded with a flood

of jism in her throat. She continued to suck until he

deflated, even though she could not breathe. The

feeling of him in total control of her was exhilarating

to her. She held on to his cock as long as possible.

Finally, he pulled free of her and released her feet.

He helped her up and held her in his arms. She

snuggled in and cried softly.

Looking up at him after she had settled down, she

asked, "Well? How was I?"

He held her tight and whispered to her ear alone,

"Amazing. Absolutely amazing."

*-*-*-*-*-*-*-*-*-*-*

Prologue

The catalogue came out two weeks later. No one in the

Ad department wanted a thing to do with it and let the

entire corporate ladder know that this was Elmer

Walter's project. When the catalogue was a smashing

success, the suits couldn't scramble fast enough.

The sales of the department store lingerie went through

the roof. Not surprisingly, most of the sales were to

men. Jane and Beth were minor celebrities in the

store, and a major hit with their husbands (Beth had

finally gotten married). No one knew the identity of

the other models, although the men who observed closely

suspected that there were only three models: Jane, Beth

and another one with a fantastic body.

The sales had gone so well that the store was able to

expand from the local area to a regional presence, then

to the state level and finally the national level.

Stores were popping up all over the nation, mostly on

the basis of Suzy's modeling. Riding the wave of the

newer sexier fashions, the store became very

successful.

Suzy and Elmer had stayed out of the limelight as much

as they could. Her aunt didn't even notice when she

moved out of the garage apartment and eloped with

Elmer. It was also not surprising when mean old Mrs.

Silver died alone, rotting for a week in her big old
house before the cleaning lady had the police break in

to her bedroom. A search of the will and important

papers revealed that the store and all her possessions

would go to her surviving relative(s), if any.

After an exhaustive search by the lawyers, Suzy was the

only living relative found. Suddenly, she and Elmer

owned the booming department store chain. Jane and

Beth were immediately given substantial promotions that

kept them in close proximity to both Elmer and Suzy.

Suzy came up with the idea to open a chain of novelty

stores. "Sexy Suzy" stores popped up as fast as

mushrooms in the forest after a rain. Everyone got to

model for the new line of clothing, restraints, whips,

and plastic ware. Elmer got to put his eleven-inch

prick on display, Beth and Jane got to model and role

play as much as they needed. Suzy even got to get

revenge on Jane when Jane agreed to be tied over a

Swedish horse. The frenzied `69' after that session

buried all animosity between the two. Suzy's motto of

not just showing the item but demonstrating it in use

led to a huge market in video sales as well. There was

a constant need for new models and Elmer was seeing

several today, by himself.

Elmer sat alone in the big office. Suzy had had to go

to some funeral on her mother's side of the family.

She had been due back last night but had called to say

she would be delayed. He missed her and he was horny.

A timid knock on the door passed his notice. A second

knock elicited a gruff, "Come in."

A timid, shy girl kind of sneaked into the room, barely

opening the door wide enough to get in. She stood

staring down at her sensible, but worn, shoes. Elmer

was dumbfounded. It was deja vu - all over again.

Except for the dirty blonde hair, the girl was the

carbon image of his Suzy. He was still staring at her

with his mouth open, when he heard a soft whisper

behind him.

"I see you've met my step-niece. Do you think `Mr.

Walters' would like to get to know her better? I can

think of several projects for her to work on around

here. Can't you?"

He reached up and caressed her silky cheek. "I think

`Mr. Walters' just wants to stay at home. Forever. I

think young Mr. Bascome could use someone of her

talents, though, don't you think?"

Suzy melted at his admission of commitment to her and

her alone. She had seen young Todd and his `Mr.

Bascome' in action at some of the photo sessions and

thought the new staff photographer was an excellent

choice. Her step-niece was in for a wonderful surprise

when she finally came face to face with that hard piece

of cock. If she wanted to, of course.

"I agree"

Elmer leaned back in his chair and took his wife onto

his lap. Life was good.

=-=-=-=-=-=-=-=-=-=-=-

End of story
I hope you enjoyed it.... :)

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