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MWH ALL video cameras setting the lights

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 načve 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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