THE USUAL WARNINGS:  
This is a work of fiction, fantasy, imagination.  It is not true.  It 
was the product of a twisted mind.  If you are offended by 
descriptions of natural and/or unnatural acts, or if you are 
underage (less than 6,750 days old), don't read any further.  It 
wouldn’t be nice and besides, you wouldn’t like it.  Also, don't try 
the acts described in this story at home.

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



                      Mr. Walter’s Helper


                         by NightShade

                             12/96


                           Chapter 1


Elmer had watched the endless parade of job applicants for three 
days.  For the miserly amount the cheap bitch owner who ran 
Silver’s Department Store was willing to pay for wages, 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 and dumbly nodded at his questions, and then asked him to 
sign a form for the Unemployment Office to show they had been 
looking for a job.  What a waste!

So it was with not a small amount of rancor that he waited for his 
next appointment.  Mrs. Silver’s secretary had set this one up 
herself.  Orders from the top.  No way to say no.  During the one-
sided conversation, the secretary doing all the talking, he had as 
much as been told that he would have to hire this next applicant, 
no questions asked.  This one was a relative of the big bitch, 
herself.  Apparently, Mrs. Silver’s niece had screwed up her last 
four positions in Finance, Counter Sales, Customer Service and 
Shipping.  As he was 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, and she had been assigned 
to him.

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.

Fuming and muttering as he was, 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 let in an obviously shy young 
girl.  He guessed her age at 16 or 17.  She was dressed in a 
shapeless old frock and run-down, but sensible shoes.  Her dark 
hair was oily and stringy, hanging in clumps.  There was no 
make-up on her face.  This frumpy, lumpy shapeless waif 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 ‘deer in the headlights’ look 
amused him, and he cocked his head as he looked at her more 
closely.

His photographer’s eye analyzed her automatically and he was 
surprised when he found that she had 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 layers of her dress, but her face didn’t show 
either excess fatness or thinness.

“Not a beauty, but 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, 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, and who knew how direct the pipeline back 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, and 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 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 in the basement working with Elmer, 
Suzy began to blossom.  The girls he had contacted from 
Cosmetics had taught her how to apply make-up and she began to 
practice on herself.  The change was simply amazing.  Her hair, 
clean now 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 were still conservative, 
but he had a better idea of her figure, and it made his prick itch 
and rise to think about the tight young body under those clothes.

He intentionally began assigning her tasks which made her climb 
ladders and stretch out to her 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 breasts completely filled in the bulky 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, but that she didn’t need one.

Elmer had even convinced the company nurse to examine Suzy 
for her employment physical.  The nurse had never given one 
before, but knew the basics, and, for Elmer, she faked it.  She had 
raised her eye brows at his request of her, but, seeing the direction 
he was headed with the naïve girl, gladly decided to help him.  
The nurse had given Suzy a little packet of tiny “vitamin” pills to 
take each day.  The pills, actually birth control pills, could be 
picked up from her every month - when she intended to get the 
gullible girl to reveal a complete account of what Elmer had been 
up to with her.  The girl’s firm body had caused a tingle in her 
own crotch that she hadn’t felt since nursing school.  This one 
was one to watch.

Suzy had been acutely embarrassed at the thoroughness of the 
exam, but had remained docile throughout, even with the long, 
drawn out intensely intimate parts.  She, too, had been aroused, 
but didn’t know what it was she was feeling.  She agreed eagerly 
to take the ‘vitamins,’ and vowed to do so religiously.

Suzy was learning about the business, but Elmer still checked her 
work.  He had finally been able to check out the stories about her 
and, if they were true, he had concluded that the real problems 
had been her fucking supervisors who had 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 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.

That was why he told her to always come to work in the old frock 
she first wore to his office and change into the store’s clothing in 
the changing rooms at work.  She was told to arrive after most of 
the other employees had gone home, and to come in a back door 
no one ever used.  She was to wear no make-up, either, until she 
got to work.  And he got her a frumpy stocking cap to cover up 
her beautiful hair.  His reasons for all this had been weak, but 
Suzy had accepted them as part of the job.  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 push her down 
the road 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 younger girls in the department store throughout the 
store had succumbed to his camera at one time or another.  So had 
most of the older women.  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 with only a portion of a thermometer showing.  And it 
wasn’t in her mouth.  With the photos he had of those girls, he 
could get all kinds of cooperation for his scheme.

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 at driftwood.  And those girls lucky enough to 
be fucked by him once would do anything for him, if 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, 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.  He never had a problem getting them back into bed 
whenever he wanted after the first time.

Like the two girls tonight.  Both of them had agreed to this 
‘special’ session, even though they didn’t know each other.  But 
both of them had posed for Elmer in the past six months, and both 
had continued to fuck him regularly ever since, even though one 
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 always wanted to be a model.  Elmer had given her the 
opportunity, and she had been very grateful.  Jane had seamless 
tight skin that seemed perfectly 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 areas at him.

Jane’s husband worked as a trainer at the club.  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 
knows these things.  Or maybe it was just a way to soothe his guilt 
at banging his wife.  Either way, Jane was willing to continue to 
work for Elmer occasionally, like tonight.  After she had heard 
about it, she was intrigued by his plan and agreed willingly to play 
her part in the seduction of Suzy.

Not that she had anything against the girl herself.  Jane had never 
even seen 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.  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 boyfriend for about a year.  They 
were actually living together in a small apartment downtown, and 
had sex as often as possible.  But 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 modeling 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.




                           Chapter 3


Elmer got up as he heard Suzy coming down the back stairs to 
work.

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

Suzy walked into his cramped office and sat down on the edge of 
the only other chair in the room.  She looked nervous and scared.  
She had never had 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.

But she just couldn’t lose this one.  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 found she liked working with pictures.  She 
especially like 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 the feeling and the 
attention.  She would do anything to keep her job.  Anything.

“Suzy, one of the models for tonight called in and canceled.  I’m 
really in a bind as the other two 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 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.  But he was going 
to take advantage of it if he could.

“No, no.  I thought you might want to try out the other side of the 
camera.  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 all those other beautiful girls in them.”  Her 
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.

“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.”

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.”

But she had to.  She had agreed, and besides, she wanted to keep 
her job.  And 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 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 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 just below the edge of the 
fabric.  Elmer had guessed 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 confines.  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 thong 
back slid into the crack in 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, 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 wail coming from the dressing room and 
misunderstood the reason for it.  He was certain that he had 
pushed her too far with the skimpy clothes  Thus, he was 
unprepared for her appearance in the doorway of the dressing 
room with 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 meeee,” 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 
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 a thrill up her spine.  She 
didn’t trust her voice to answer him, so she had just nodded.  The 
unfamiliar tingling in her cunny made her want to rub her thighs 
together to itch it and her nipples had 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 waist band 
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 position.  And next was Suzy.  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.  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.

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 below the waist line 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.  When he pressed the razor down first 
lightly and then 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 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 little voice 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 would 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.  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.  And now he was 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 longer 
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 shaking legs, she stood up.  Elmer pulled up the 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 past 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 noise of the 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 softness began to chip away at his 
intentions, not enough to make a difference tonight, but her magic 
aura had begun weaving its spell on him.

After introductions, 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 would be quite small - it was the new line of lingerie 
the store was considering.  Satisfied she 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 first 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 
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 less cloth 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 the color.  The black fabric of her outfit 
highlighted the milky whiteness of her skin and her red hair.

She pirouetted around the room, striking several 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 told her it was OK and to comply.

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 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.  She had always been secretly attracted to women, 
even though she was married, but this 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 light blue 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 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 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,” 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 using 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 wild cats.  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 
notice.  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 in place.  Suzy’s flushed face 
and pointed, erect nipples indicated her 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 fill reflecting card and instructed her to 
move up close to the girls on the bed but to stay out of the frame.  
He 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 edged 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.

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 
relationship.  She just hoped Jane knew where she was going.




                           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 also 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 bed knob at the foot 
of the bed and was masturbating herself on it.  The bed knob had 
a three inch round tip about the size and shape of a short banana 
that tapered into a large ball.  Suzy had managed to jam as much 
of the tip up against her cunt as possible by sitting directly on the 
bed knob.  Her wild gyrations trying to get herself off while 
keeping the reflector fill 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, and 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 with her tongue and got a 
moaning response from Beth.  She switched to the other breast 
and toyed with that nipple.  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 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 done 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 
finger nails 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 ass hole 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 once.  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.

“Was that ‘special’ enough, girls?” he asked.

Both weakly nodded.

A small shriek brought their attentions over to Suzy.  She had 
continued humping the bed knob throughout the 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 bed knob.  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 girls 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


“Hey, 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 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 had been very patient for a long time and felt 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 and hadn’t 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 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 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 agreed eagerly to more sessions, especially 
together or with Suzy, 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.  
At the moment she realized that Elmer had not taken advantage of 
her, Elmer won the greatest prize to that moment in his life:  He 
had won the heart of a virgin maiden.  He was a maiden’s first 
love.  He had her heart, and thus her body and soul.

Suzy sighed deeply as the feelings of hot young love dominated 
her consciousness.  She was getting hot just thinking about what 
could have happened last night.  Then she thought back on the 
actual scenes of the night before, what really did happen.  As she 
recalled the two beautiful models going at it with each other, she 
began to get even hotter.  Thinking about them sucking each other 
cunts with their mouth, fingering their pussy and ass and twisting 
and pinching tits and nipples sent as electric thrill through her 
young body, centered on her cunt.  She wondered what it felt like, 
to have a mouth on your 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 while younger, and later, at her 
aunt’s house, she thought to herself that everyone thought she was 
ugly.  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 hands doing it to her and mouths on her cunt.  
She was getting hotter and hotter.

Looking around the room she saw that Elmer had gone home and 
that he had covered her up with a light sheet before leaving her.  
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 
and the sheet went flying off her naked body.  Looking up, she 
noticed the mirror overhead for the first time.  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 
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.  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 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 that 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.  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.

But she found a finger inserted in there did a good job of 
substituting for it.  For now.  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 as she continued to finger fuck herself in both 
the front and rear holes, soon 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 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 holding 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.  Her twisted 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 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 at 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 young horny 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.

Look out, Elmer, hunting season just opened and you’re 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.  Elmer had chaffed for years under 
those constraints and 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 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.  There were so many 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 catalogue, they could use more 
of the sexier poses, she argued, 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 pink one from Hollywood.  
The basic shots were all there from the first session, and she 
would be happy to pose for any additional items they would need.  
She was also sure that Beth and Jane would be glad to help.

The idea appealed to him.  Most of the best shots were 
surprisingly of Suzy.  She had a presence in front of the camera 
that made you love her and want to rape her all at the same time.  
A Marilyn Monroe quality that just oozed sex and innocence at 
the same time.  He gave the idea 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 with just 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 lately she had taken up 
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 a strength of the young, but learned with age 
and many mistakes.  And Suzy was nothing if not young and un-
subtle.  She had not worn a bra at work around him since that 
night of the photo session.  She had noticed he always looked 
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 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 out of style 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 when ever 
she was walking away from him.  So he was faced with two 
luscious mounds of young tight 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 standing as close to him in the darkroom as 
possible- and having to be right next to her 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, he 
had had to excuse himself and jerk off in the men’s room.  He was 
behaving like a fuckin’ high school kid.  And 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 blow job 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 
known what to even admit to.  But there was an itch, an burn, a 
hunger, a something inside her.  It grew with each touch, each 
word, each picture they analyzed together.  And 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 Elmer still refrained 
from taking any action.  Her admiration for his restraint 
increased.

When she began to pose for him in the additional garments and 
poses needed to complete the catalogue, she became even more 
obvious and aggressive.  The garments were already extremely 
revealing and she exaggerated the flagrancy 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 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 was 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.  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 be 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 the thong brief 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 neice of Ol’ Lady Silver.  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 kept telling himself.




                           Chapter 11


It was after one particularly grueling session working on the 
lingerie catalogue with Suzy that Elmer called Jane to talk over 
with her 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 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 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 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 to 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 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 but him, 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.

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 scant 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 securely tied them 
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 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 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 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 and 
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 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 which was about to happen to her.  Her mind went totally 
blank.  Not the black blank when you can’t remember someone’s 
name.  The searing white blank 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 succeeded in just getting 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 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.  And she was not 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 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 
was loving 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 more than other people.  She was also 
trying to expel his cock and that caused her muscles to relax and 
then tighten on it 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.  
It 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 like a tornado was building up inside her, sweeping 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 push back frantically 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 sudden 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 and then to establish a regular rhythm of fucking Beth’s ass 
that would normally 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 bung hole.

Beth’s climax, when it hit, was quite deceptive.  There was no 
crashing flash of light, or 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 imagined before.  
All of her normal senses were 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.  There are clitoral orgasms most girls 
experience as they 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.  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 tonight and would be away three 
nights.  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 kiss became more passionate.

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 not 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 home, he was hoping she would be amenable to 
the idea.

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 he 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 shit hole.  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 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 
them in place for use either internally or for use as phallus to fuck 
a partner.  Other of the phallic objects had two heads for two 
person use.  Others were hollow and could squirt “cum” when the 
mechanism was activated.  There were a couple that had serious 
knobs surrounding the head of the faux prick.

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 was 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 out a few last minute items 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 were 
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.  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 again, incredulous.

She nodded “yes”.

After a couple of shakes and nods later 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 car.  The butt plug was 
turned off and she was calming down.  Sort of.  He finished 
unloading the car and returned to get Suzy.




                           Chapter 13


Suzy had her head tipped back on the seat back, drenched in 
sweat, her arms twisted awkwardly behind her, but she appeared 
to be resting quietly in the front seat, much like a pinless grenade 
is quiet just before it goes off in your hand.  She had several miles 
of constant priming of her sexual fuse and it would only take a 
tiny spark to set her off.

He picked her up gently and carried her into the small trailer, as if 
aware of the explosive nature of her situation.  He deposited his 
treasure softly on the small bed in the tiny week-end trailer.  His 
first action was to remove the ball gag from around her neck and 
out of her mouth.  When it was removed, she remained silent, 
working her mandible 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 naked in front of a man!  
And on a bed.  The emotional tension between them set both of 
their pulses racing faster.

Gently caressing her lovely breast with one hand, he gently 
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.

Laying 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.  The 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.  The 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.

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 a 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 surprise 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 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 look 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 poising 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 the 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 others arms.