Archive-name: 3plus/bm-queen.mff

Archive-author: PLMartian    

Archive-title: Blackmailing the Queen





[Chapter 1  Ann Ascends the Mountain]



Ann Macafee was one of those girls you dream about but never get.



She hung around with the "in" crowd, which was a mixture of atheletes,

college-preps, and the stars of the drama club.  You could see them at

every lunch hour, all clustered around the big live-oak in the central

quad, an invisible barrier of distain for all non-members seperating

them from the general rabble.  We all hated them.  We all wanted to be

them.  They were the elite that just naturally floats to the top of

every high school.



Ann Macafee was their Queen.  She was the female lead of nearly every

play the school put on.  She dated the star of the football team (I

know, that sounds corny, but it was true) and hung around with the

kids-who-are-rich-and-will-be-richer.  Her family lived in the

foothills in a house that was just this side of an estate.  She had it

all, and she was beautiful.



Her beauty had that casual, effortless look.  Her short brown hair,

fine and fresh, framed a face that was almost a perfect match to that

girl whose father owns the hotel in Twin Peaks (I say that now, though

of course back then there was no Twin Peaks).  Her body, always clothed

in expensive wools and tweeds, was perfectly proportioned.  Her firm

high breasts looked like the models by which all other breasts are

designed.  Her round, tight ass gave only slightly when she perched on

a chair.  She had straight, dainty posture, and perfectly manicured

hands.  She was, in every sense, a perfect little doll.  And she knew

it.



Some people can put you down without saying a word - by the way they

look at you, or avoid looking at you; or simply by the way they carry

themselves.  Ann was a perfect example.  She was better than us, she

seemed to say.  She would glide through the halls, aloof and apart, her

face a mask of calm seperateness, until she would spy another of the

elite circle and her expression would break into a smile of pure

warmth.



For most of my junior year I had suffered a devastating and quite

secret crush on Ann.  I was not a part of her life, of course.  I was

no nerd, but my friends were as I was, a part of the masses.  I was a

fairly good-looking young man, well built and handsome, or so I was

told by the girls I dated, but I did not posess that magic glamour that

permitted access to the higher circle.  Ann never looked at me, never

met my eyes.  We were lab partners in chemistry, and somehow she still

managed to avoid any kind of interaction.  The few times I tried to

make a joke or start a conversation, she withered me with total

disinterest.  It was horrible.



By my senior year I was pretty much over it, though.  I had enjoyed a

pretty successfull summer, sexually speaking, and this had boosted my

confidence to the point that I no longer needed an Ann Macafee.  Oh, I

still appreciated her lovely long legs on those days she wore a skirt,

and I still let my eyes roam her breasts when the weather was warm and

she wore thin silk blouses.  But my obsession was over.



I thought that she would never enter my world.  But everything changed

when I discovered that Ann led a secret life.



It was early in my senior year.  I had driven up to the top of Mt.

Ervin, which is a popular make-out spot for the highschoolers.  I was

working on a project for my photography class, and had gone up to Ervin

Park to take some long-exposure shots, showing the stars streaking

across the sky over time; a very common thing for amature photographers

to do.  I did not want to be seen near the parking lot with a camera,

since that was where the kids parked, and no one would be too happy if

they saw me bopping around with my Nikon.  I had taken a few girls there

myself, and I know I would have been pissed.



So I had hiked down the hillside and was approaching a small clearing I

knew of, where I planned to set up the tripod and start the timed

exposures.  The spot was quite sheltered from the parking lot and the

road, which was important to me since a passing headlight would ruin my

shot.  As I got within earshot of the clearing, I heard voices talking

low.



"Shit" I whispered to myself.  Someone was using my spot - I didn't know

anyone else knew about it.  I had taken Linda Short there to fuck her,

and had not been worried since I was sure it was a private spot.  Now I

knew differently.  I crept up quietly and peered from behind a bushy

tree.



It was Ann Macafee, there with Bill Arnold.  I was totally shocked; Bill

was known as sort of the school hoodlum.  He wore heavy metal T-shirts,

engineer boots, and torn levis pretty much all the time.  He was just

the sort the Ann would avoid like disease, yet here she was with him, at

night, and in a very intimate spot.



They were kneeling over something and talking in hushed tones.  I could

not tell what they were doing at first, then Bill lit a small candle. I

saw the mirror on the grass, and the razor blade glinting on its

surface.  Aha, I thought:  Cocaine.  Now everything made sense; Ann

liked coke (okey, that was suprising, but not insane) and Bill was

certainly the most likely source for drugs on campus.



I could not make out what they were saying, but Bill's face was full of

mischief.  Ann looked very anxious as she stared at the coke he was

forming into a line on the mirror.  He did the line, then sat back, his

vial of coke in his hand, and stared at her.  Finally, probably out of

frustration, her voice rose to where I could hear it.



"Come on Bob.  Lay out a line for me.  You said you would."  She still

held her usual expression of superiority, but there was a quivver of

desperation in her voice that told me coke was not a casual thing for

her.



"Maybe I will.  Wha'cha gonna do for me, Annie?" Bill said, leering at

her.



"Fuck you!" Ann said and looked away.



Bill chuckled.  "Yeah, that's pretty much what I had in mind.  Pussy for

coke.  Not a bad deal, when you consider how much this shit costs. I'll

bet you've got a tight cunt..."



She whirled on him, but her anger caused her to drop her voice into a

hiss and I could not hear what she said.  They spoke in low tones for a

while, and it seemed to me that some sort of negotiation was going on.



They came to an agreement, and Ann said "God, you're a shit.  Alright,

fine, let's get it over with."



Bill sat back on his elbows and smiled again.  "But you have to take it

out."  When it looked like she was about to protest, he added "or no

deal, Annie."



"Stop calling me that," she said, trying to remain the Queen.  But she

reached out, lowered his zipper, and took out his cock, which was stiff

as a pole.



I could not believe this, even though it was pretty obvious that he

wanted some kind of sex from her.  His cock was average in length, but

fat, with a slight bend near the had.  It had the vaguely bruised look

that comes from frequent use.  She gripped it lightly with her right

hand and began to jerk him off.



Bill moaned, then began to sprinkle some coke on the mirror with one

hand while propping himself with the other.  When she leaned forward to

take the mirror, he stopped her.



"This is the worst handjob I've even had, Annie.  Either you'd better

get into it, babe, or no snow."



She looked pained and embarrased, but she leaned into her work on his

dick and began stroking with both hands.  Bill was obviously enjoying

her attentions, but I could tell by the look on his face that he was not

going to settle for this.



I was incredibly turned on, watching this pristine queen jacking off

the school hood.  There she was, expensive knit skirt and cardigan

sweater, on her knees with a bent dick in her hand, stroking it. She'd

obviously given hand before, which did not suprise me - that's probably

all girls like her did.



I smiled to myself when I rememberd my Nikon was hanging around my

neck.  Thanking my lucky stars for putting me here with a camera, and

without my noisy autowinder, I began to slowly click off pictures,

pacing myself so as not to run out of film.  The candlelight was more

than adequate, since I had brought fast film.



Click - Ann giving Bill a handjob.



Bill stopped her again, and she obviously thought she was going to get

her coke because she looked relieved.  But he whispered something and

she stood up, turned her back on him, and angrily stomped away a few

strides.



"Come on, Annie," Bill said, teasing her.  "It's fair.  Blow for blow.

Coke for cock.  Besides, your handjob sucks."  He laughed, obviously

amused by his choice of words.  "I mean, it doesn't suck.  Hey, that's

the problem!"



His glee was disgusting, but I was loving this.



Click  - Bill standing with his dick sticking out, Ann turning to

look.



"If you think I'm taking that... thing in my mouth, you're crazy." Her

eyes were darting between his hard dick and the coked mirror on the

grass behind him.



Bill's face suddenly dropped into a serious expression.  "Wise up Annie.

Nobody has the coke connections I do, and you're in need.  Besides, " he

said, narrowing his gaze, "we're alone here.  I could lay you down and

fuck your brains out if I wanted to.  A little head won't kill you, and

I promise to give you the coke afterwards.  I'll leave your pussy alone."

He was stroking his cock with one hand as he spoke, keeping it hard.



Her voice was very shakey now.  "Oh, come on Bill..."



"I want to," he interrupted her.  "I want to come on.  I want to come

on you.  Now you can open those sweet lips of yours or we can wrestle

and see who is stronger.  I don't mind.  Either way, you get your coke

and I get my nut."



His look was deadly and serious.  Ann obviously knew she was cornered.

I briefly considered stepping out of the shadows to save her - Bill was

a hood, but I was quite a bit bigger than him.  Maybe she'd reward me

for my gallantry.  Then I remembered all the withering looks she had

given me over the years...



Click - Ann kneels before Bill.



Click - Ann takes Bill's dick into her mouth.



Bill began to pump his skinny hips almost immediately as Ann took his

obscene dick in and out of her little mouth.  She gave the impression of

some experience, though not a lot.  She let him slide the bent thing in

and out, covering her teeth with her lips, but I did not see any tongue

action, nor did she move her head laterally at all - these would have

been signs of a good cocksucker.  Like Linda Short.



Bill did not seem to care.  I clicked off a series of five shots showing

Ann with varying amounts of Bill's dick in her mouth, then he grunted

and hissed.  He obviously began to come, for Ann violently pulled his

cock from her mouth and tried to lunge away.  Bill grabbed her hair and

held her in place, so that his long streams of sperm landed on her face,

hair, and sweater.



After he had finished coming - which was a subject of two particularly

good photos in my series; Ann with come flying toward her face, Ann with

come hanging off her chin - he chuckled and ler her go.  She grabbed

her purse, and stepped off into the bushes, spitting and dabbing her

face with a kleenex.



While she was gone, Bill began to chop up the coke with the razor blade

and draw it into a line.  He added a second line, and then a third.

When she returned, he smiled and handed the mirror to her with one hand

and offered his straw with the other.



"Here you go, Annie.  Nice job - I gave you some extra lines, you're

such a good little cocksucker."



She glared at him, refusing his straw.  She had her own - a sign of a

true cokehead - and she turned her back on him, sat down, and did the

lines.



Click - Ann snorts cocaine while Bill stands behind, shrinking, wet

        dick in his hand.



Click - Ann smiles at the mirror, Bill milks his dick behind her head.



Click - Ann snorts another line while Bill drips his last dribbles of

        sperm on her hair, she oblivious through her haze of coke.



The deal done, Ann was in a real hurry to get out of there.  She was

probably afraid that he'd try to rape her anyway, but Bill was obviously

spent to the point of disinterest.  He had retrieved a beer from his

shoulder bag and was taking long pulls at it while he played with

himself.  He paid her no attention as she gathered up her stuff.



I suddenly realized that I was standing on the path she was about to

take back.  I crouched down quickly in the darkness - she passed by

within two feet of me without noticeing.  Her perfume was almost strong

enough to cover the smell of Bill's crotch, though not quite.  The

whole scene had given me a raging boner and it was a little

uncomfortable squatting in my tight jeans.  As soon as she was out of

sight, I rushed back to my car and headed home.





            [Chapter 2  Seeing What Develops]



No darkroom at home, and the school closed until monday, I put my

precious roll of black and white film in a safe place and tried to make

the time pass quickly.  I'd taken the photos on friday night, and

saturday I had a date with Theresa Mills.  I thought about cancelling

it, since my mind was filled with distractions, but then I remembered

how nice a distraction Theresa could be, and I took her to the Lake.



Theresa was catholic, so her limits were pretty firm, but she had nice

tits and let me fondle and suck them while she jacked me off.  All I

could think of as she stroked my cock was Bill Arnold's dong in Ann

Macafee's hand, and later in her mouth.  I'd asked Theresa for a

blowjob before and been turned down, but I asked again.  Her refusal,

the sweet lie that it was ("I'd love to suck this nice dick for you,

but it's just too big for my little mouth"), was all the more

frustrating.  I wanted to imagine it was Ann sucking me.  Oh well.  I

told her I was going to come and she increased her tempo and brought a

wad of kleenex to the tip to catch the flow.  Such a well-prepared

girl.



I rubbed her tits and french kissed her, two things she never seemed to

get enough of, and she jacked me off again about a hour later.  It was a

nice date, but it did little to relieve my delicious tension.  All I

wanted to do was develop that roll of film.



Sunday crawled by, and I hardly slept that night.  I went in to school

as early as I could, waited for the darkroom to open, and cut my

morning classes.  I was aware that my haste could ruin this priceless

piece of film, so I deliberately made myself slow down.  I went into

the blackout booth and loaded the reel with the film.  Twice my fingers

slipped - loading a reel by hand is no easy trick under the best of

circumstances - but I finally got the strip into the can and delevoped

it with painstaking attention to time and temperature.



The negatives were perfect.  They were so crisp, so defined.  I could

not believe my luck.  I was aware of how dangerous it was to print

anything when at any moment an instructor or a student might glance over

to see what I was doing, but the darkroom was pretty empty and I just

had to make a contact sheet at least.



I let the negs dry, then cut them into strips of six.  I laid them onto

some glossy stock and made a contact print.  I developed the thing face

down, maddening though that was, and squeegied and dried it that way. I

did not look at it until I was alone in a stall in the boys room.



What a treasure.  Ann's look of concentration as she stroked that cock.

Ann's pretty lips stretched around that thick, bent cockhead.  Ann's

averted eyes and submissive posture as the come dripped off her chin.

I drew out my hard dick and came in four slow strokes, my come pouring

into the toilet bowl.  If only that could be my dick, I thought.  If

only he had convinced her to fuck him, or even just to strip - I'd love

to have photos of those tits and that pussy...



In the calmness that follows a good orgasm, I reflected that I could get

in real trouble if anyone saw these photos.  Of course, there was no way

to link them to me unless they were found on my person, still...



Then I grinned.  I grinned probably the biggest grin of my life.  Me

get in trouble?  Not anything like the trouble Ann could get into.  I

had her.  Boy, did I ever.  A vast and limitless universe of

possibility opened before me.  I had her taking coke and giving head to

a sleazebag.  "Ah, sweet mystery of life, at last I've found you," I

said quietly to myself.  Such a warm feeling to anticipate the future,

when such vistas of pleasures lie ahead.



I quickly returned to the darkroom and made a second contact sheet,

dangerous though that was, then put the negatives and one sheet into an

envelope and went home at lunch to hide the package inside the air vent

grille in my room.  I did not hide the second contact sheet, though. I

had big plans for that one.



I wrote on the back of the sheet:



"Dear Ann.  These photos will enjoy a wide distribution to the police,

your parents, and the shool population at large unless we can reach an

agreement.  Imagine hundreds of copies of the picture with Bill

Arnold's dick in your mouth or Bill Arnold coming on your face, dist-

ributed all over campus.  Imagine pictures of you snorting coke being

sent to the cops.  Imagine a copy of this contact sheet finding its way

to your father's office, or to your home and your mother.  If you wish

to avoid all these things, meet me at the Fish and Chips shop in the

Sanderson Mall today after school.  We can discuss my terms.  Don't

worry, I can be reasonable, but don't imagine I am bluffing.  I have

nothing to lose by publishing these as 8 x 10 glossies."



I folded the sheet into four and put it in an envelope marked "Open in

Private!".  I went back to school, cut another class, and, when I was

sure I was not being observed, slipped the envelope into her locker

through the vent.  At first it stuck, and I paniced a little, but a

little back-and-forth action made it slip right through.



I waited until the next bell rang, then stood across the quad looking

through a telephoto lens at Ann's locker.  The hubub of the between-

class activity hid me perfectly, and after two minutes or so I spied

her heading toward her locker.  She looked just as she always did,

aloof and superior.  I could not believe that such a debasing scene did

nothing to change her attitude, but she clearly still held herself

"above it all."



Just for a few moments longer, Ann, I thought.



She opened her locker and the envelop fell to the ground.  I must have

gasped a little when another girl picked it up, looked at it, and handed

it to her.  She said something, probably intended to be witty, but Ann

frosted her with a snooty look and the girl walked away.  Ann read the

envelope, closed her locker, and walked over to sit on the planter that

surrounded the flagpole.  Checking to see that no one was near, she

opened the envelope and unfolded the sheet.



She must have opened it to the photo side first, because her face went

white, her eyes grew large as saucers, and she clasped the sheet

immediately to her chest to hide the side where the photos where. She

looked around again, frantic, then noticed the writing on the reverse

side.  She stuffed the sheet back into the envelope without reading it,

then ran off to the girls room, looking a little ill.



I chuckled to myself.  Ann looked about as un-superior as a person

could, stumbling frantically off to the bathroom clutching sex photos of

herself.  I knew she was going there to read the note, to scan the

photos again in disbelief.  I knew she was scared and suffering, and in

the darkest reaches of my heart I felt great.  She was, I guess, a

symbol for all the elite people of the world, to me.  She was the

embodiment of all the things a normal person never gets to have.



Well, this time it was going to be different.  Very, very different.





                [Chapter 3  Modus Vivendi]



I sat down in a back booth and ordered a bowl of red chowder.  I was a

bit nervous - confrontation has never been my strong suit - but

something about the quality of this event had brought out my ruthless

side.  Under normal circumstances I would have been tongue tied around a

girl like her.  Now I was in charge, and there was nothing that could

change that.



She entered the shop about 5 minutes after the final bell would have

rung - I had cut all my afternoon classes too.  I was amused to think

that she must have hurried indeed to get here so soon after school had

let out.



She looked around the shop, but most of the tables were empty.  It was

primarily a lunch and dinner place, and I knew it would be pretty empty

for at least two hours.



She finally spotted me, and I held my camera up and winked.  I could not

tell if she recognized me, but I doubt it.  She'd done such a good job

of ignoring me, I doubted she was even sure that I went to her school.

She strode up purposefully and sat down angrily in my booth, facing

me.



"Are you the guy who left those pictures?" Her voice was a furious

whipser, but there was a lot of fear there.  The anger was clearly

intended to give her courage and perhaps bully me into giving in.  No

chance...



I smiled.  "Photography is my life, 'Annie.'  Of course, I don't usually

take those kinds of pictures..."



"Sure!" she spat.  "I'll bet you creep all night long spying on people

like that, you pervert!"



"I'm a pervert?  Maybe you better look at those snapshots again."



"Oh, fuck off!"  Her voice was a high, nervous squeak.



"Take care, now, Annie.  You don't want to get on my bad side, now DO

YOU?"  I pointed my finger at her and stared her down.



She looked at me with a stunned horror.  Our voices were low, but I

imagine no one (except maybe Bill Arnold) had ever talked to her in

such a tone, especially no one from the great unwashed masses, like me.

She was beginning to realize that I had her and I knew it.



She looked down at her expensive leather shoes.  "Um, no.  I guess I

don't.  OK, OK, I'm sorry."  She was silent for a moment.  "What is this

all about?"



"That's better.  Now, I have the negatives to those photos and I can

make all the prints I want.  What can you offer me to make it worth my

while not to do that? I mean, imagine how fun it would be to see a

fucking little princess like you get dragged through the shit." She

looked up at this, her eyes sad and shocked, but her face as lovely as

always.  "If I'm going to deny myself that pleasure, I have to have

something to replace it."



"What kind of something?"  Her voice was a whisper, her eyes locked onto

mine.



"A better something.  Something very, very pleasant.  Something like you

gave Bill Arnold."



She bit her lip and shook her head.



"Something even better, perhaps."  I smiled the smile of the cat who ate

the canary.



She closed her eyes for a moment, then suddenly opened them and smiled.

The smile was the sort of familar, cosy smile she usually reserved for

her fellow elite, and she beamed it at me with all the energy she could

muster.  "Oh, come on, be a sweetheart.  You saw what that slime made me

do.  Haven't I been through enough?  Besides, you look like a nice guy -

you don't want it like that, you know, forcing me to, do you?"



She batted her eyes and tilted her head.  A curl of honey brown hair

drifted over one eye and her face assumed a look that was at once

innocent, friendly, sexy, and strong.  Looking back, it is of course

obvious that she was trying to manipulate me through those same charms

that had kept her on top of the pyramid for four years.  But at the time

I was only 16, and very suceptible.



She saw the hesistation in my face, and tried to press the advantage.



"There's no reason we can't be friends, is there?  I mean, do a girl

one little favor.... uh..... um....."



Her smile faded a bit, and I realized that she was trying to remember

my name.  We'd been in school together since the second grade, had even

been lab partners, and she had never taken even enough interest to

remember my name.  The spell broke.



"Forget it, Annie," my voice was strong and I could see that she knew I

was not going to play.  "No, this is going to be business."  Her

espression fell into one of complete despair.



I recognized the look - it was very much like the one she had given Bill

Arnold when he threatened to rape her if she did not come across with a

blowjob - but there was a difference.  Though she was defeated, she was

not disgusted, or at least not as disgusted as she had been then.



I spread my hands out on the table and sat back in my seat.  "Now,"

began, businesslike and firm, "you're a rich kid.  Your parents probably

own a summerhouse or some rental properties or something, right?"



"What?"  She was visibly shaken.  Shocked at her failure to charm me,

she was beginning to see the reality of the situation.



"There must be some place where you can go when you want to party - a

boathouse or a cabin or something..."



"No, I..."



"Don't lie to me, Annie.  That would be a truly major mistake."



She was quiet for a moment, and a tear leaked out of her left eye and

ran down her face.  "Uh, well... our carriage hou... our garage... is

seperate from the house and has a... a furnished attic."



"Where the chauffeur lives?"



"We're not that rich.  It's for that, though, I guess.  There's a

kitchen and a little living room..."  She paused for a moment, then

looked at her shoes again.  "And a bed... room."



"Perfect.  You have a key?"



"No, but I know where it is.  My dad used to use the rooms as a den,

kind of, but my mom thought he was taking girls there and she put the

key away in her jewelry box."



"Good.  Get it tonight and make two copies tomorrow at lunch.  Meet me

here after school and give me one of them.  I'll give you further

instructions then."



She looked devastated.  "You want a _key_of_your_own_!?  How long is this

supposed to go on?"  Her voice was choked.



I smiled and looked her straight in the eye.  "As long as I say, Annie.

Now be a good girl and do what I said.  Or else."



She muttered a very childlike, pouty "OK" then got up and practically

ran away, her arms crossed over her chest as she ran...



I sat there for minutes afterward, basking in glorious delight and hard

as a post in anticipation.





                [Chapter 4  Afternoon delight]



I arrived at the Garage apartment at 4:00, expecting to find her there.

I checked to make sure I was not seen, then entered through the side

door and up the plain wood staircase to the rooms above.  The same key

that had opened the side door opened the door to the main room, and the

musty smell of the place told me how long it had been unused.  But it

was basically clean.



Ann was not there.  At lunch I had told her to be there by 3:45 and to

wait for me.  She had seemed totally cowed and I was disturbed to find

that she had disobeyed.  Had she decided not to show?  I could make good

on the threats, of course, but the truth was that though she may have

believed me, I looked forward to having her as my playmate far more than

the prospect of ruining her by distributing the photos.  I was not even

sure I would actually do it.  She was so pretty, so doll-like and cute,

I'm not sure I could bring myself to shit on her like that, bitch though

she certainly was.



But the point was rendered moot when she appeared in the doorway.



"You're late," I said.



"Sorry, I'm really sorry.  My mom saw me coming up the walk and wanted

to talk to me about some stuff.  Then I had to wait until I could sneak

away..."



"Fine, fine," I interrupted her.  She was really apologizing to me!

This was delightful - she was actually accepting the idea that I was in

charge here, and she had a responsibility to obey me.  She must really

be afraid of those pictures, I thought.



"Now, to the matter at hand," I said, closing and locking the door

behind us.  "Stand there in the middle of the room and take off all your

clothes."



She bit her lip and winced a little, but moved to the center of the

living room and began to strip.  First came the shoes and stockings - I

was suprised to see she did not wear pantyhone, but old fashioned

stockings and lacy garters.  Rich girls, I guessed.  Next she took off

her sweater and blouse, then stepped out of her skirt.  She did this

all very slowly, obviously trying to keep the ultimate moment away, but

I did not mind.  It made her look so gracefull and lithe, and I wanted

to bask in the moment anyway.  Finally, she stood there in her lacy

white bra and plain cotton panties, the latter with little pink bows at

the sides that matched the pink ribbon in her hair.  She stood for a

moment, her hands trying to cover herself without appearing to do so,

and seemed to be unable to continue.



"Everything Annie.  Take it all off now."  My voice was even and calm,

but definite.



"One favor, please?"  She was actually begging, something I imagine

she'd never done before.



"Maybe."



"Don't call me Annie.  That's what that slime Bill Arnold called me.

Call me Ann."



"We'll see.  If you do a good job and you earn it - but for now you're

Annie.  Now get naked."



She held her breath for a second, then let it out and undid the front

clasp on her bra, sweeping it away with one hand and laying it on the

little sofa with the rest of her clothes.  I cannot tell you how I felt,

seeing those breasts that I had fantasized about for so long.  They were

so perfect, so round and high, and with large nipples that looked so

completetly suckable.  I nearly came just looking at them.  When she

bent over to remove her panties, they hung taut below her, then did not

sag one iota when she stood again, panties in hand.



And then she was naked before me.  Her pussy hair was a neat, perfectly

trimmed little triangle of light brown - even more lovely and delicate

than I had expected.  She had an ideal figure, her smooth tummy and

slim waist, her flawless creamy skin, her dancers legs.  Nude, she was

still a perfect doll, an ideal girl.



She was shaking a bit, but I could tell that she was resigned to this.

"All right," I said, "Now undress me."



She stepped immediately forward and began to unbutton my shirt.  "No," I

said, "on your knees, Annie."  She dropped to her knees, and had to

reach up straining to take off my shirt.  Then off came my shoes and

socks, again piled neatly next to hers on the sofa, then she undid my

pants and stuggled to get them off (levis are hand to remove from a

standing person), but finally succeeded.  All through this her face was

calm and businesslike, but her breathing was becoming rapid, and there

was a flush creeping over her chest and upper arms.



Finally she took off my briefs.  My dick, hard and straight as a post,

sprang out and hit her on the cheek, and she stared at it as she lowered

the underwear to my feet and I stepped out of them.  My dick is a bit on

the large side, especially compared to Bill Arnold's, being very close

to nine inches long (and I was so hot that day I would not be suprised

if it were ten) and very thick.  I am uncircumsized, though that was

hard to see with the foreskin retracted so completely.  I could not

remember ever feeling so hard in my life.  My dick stuck straight out in

front of me, like a baseball bat at the ready.



"Jesus, you're huge..." she whispered, and I could see fear in her

eyes.



I just smiled and dropped to my knees, my dick bopping her right breast

on the way down, then brushed her hair away from her face and placed my

hands on her wonderful breasts.  She hissed in her breath a little as I

massaged her nipples, then I released them.  "Go get the sofa pillows,

Annie.  On your knees."



She walked on her knees the two steps to the sofa, and pulled the

pillows off.  I had her place them on the floor, then I laid back and

got comfortable.  She knelt motionless at my feet.



"Lay beside me, and let me feel those titties," I said, "and you can get

the feel of my cock while I do.



She walked on her knees to my side, then laid down on her side next to

me, while I was on my back.  This gave me access to her left breast

only, so I made her turn slightly to expose them both.



As we lay there on the old green carpet, I squeezed and stroked those

magnificent breasts, thumbing the nipples and pinching them lightly

until they were fully erect.  She took my cock in her left hand and

began to stroke it, her fingers not quite touching her thumb as she

grasped it with her small hand.  Her touch was warm and exciting, but

she did not really know how to give a proper handjob, and I had no

desire to teach her.  I pushed her onto her back and began to suck her

nipples, first one, then the other, while my hand slipped between her

thighs.  She gasped as my fingers probed her pussy, but she was very

wet, and her clit was engorged.



I stroked and sucked her for perhaps five minutes, revelling in her

body, then sat back on the pillows and guided her face to my cock.



"Now, let's see if you really are a `good little cocksucker' Annie," I

said, still tweaking her nipples.



She flashed me a look, but then opened her mouth and took the head of

my cock between her lips.  She began sliding it in and out, perhaps two

inches of length total, covering her teeth with her lips.  It felt very

nice, but it was not a good blowjob.



I pushed her face off my dick.  "No, that won't do,' I said.  "You've

got lousy technique.  You're too mechanical.  You've got to make love to

my cock, really go at it."



"Look," she began, "I'm taking this thing in my mouth, so don't..."



"Shut up!" I snapped, and she fell silent.  "It's not `this thing,' it

is MY cock.  This kind of blowjob I can get from my hand.  Now, cover

your upper teeth with your lips, your lower teeth with your tongue, and

let that tongue swirl the underside of my cock as you suck.  And let my

dick get plenty wet.  Use some suction, and move your head from side to

side as you go, with some passion.  Now and then take it out and lick

it.  And I expect you to suck me a lot deeper."



"Deeper?  How can I?  My mouth was full as it was.  You're too big."



"I guess you'll have to work something out.  Oh, and use your hands to

jack the shaft and fondle my balls while you suck."  I leveled my gaze

at her, "Now.  Get back to work."



She took my cock in her mouth again, and this time was much better.  I

could feel her tongue playing along my glans and she applied a good

amount of suction as her head bobbed up and down.  She still was

takeing only two or perhaps three inches, but the feeling was wet, warm.

and wonderful.



I put her left hand on my dick and her right on my balls, and she drew

her knees up to support herself.  Her left hand began to jack my shaft,

with just the same rhythm as her mouth sucked me.  With her right hand

she stroked my hairy balls; a ticklish feeling, but it always adds

something to the experience.  All in all, a good start.



After a few minutes of this I felt her saliva running down my shaft and

onto my balls, and her mouth was getting smoother and looser.  I put my

hand on the back of her head, my palm covering the pink ribbon she had

there, and pushed her down farther, so she was talking half my length

with each downstroke.  This increased her suction as she tried to take

more and more of me into her mouth.



I could tell she was getting turned on - she increased her tempo and

began taking me deeper and deeper without my urging, and soon I felt

that I was very close to coming.



She pulled my dick from her mouth and licked it, eyes closed and an

expression on her face that was almost loving.  She flicked her tongue

delicately over the glans, to which I said "Oh, yeah," and then she

took my cock back into her mouth and began to suck it hard, deeper and

deeper.  She was emitting a little whimper in the back of her throat,

and her nipples, brushing my thighs, were hand as raisins.



"I'm.....gonna come.....so get ready.....to swallow....." I said

between strokes.  I felt her begin to humm some kind of protest (a

princess doesn't usually swallow come, I guess), but the vibrations

only made the sensation of her sucking more exquisite, and I exploded

into her mouth.





            [Chapter 5  Consummation of the Deal]



I held her head in place as I came.  At the first mightly spurt, I

felt the head of my cock slip into her throat.



She swallowed hard once, twice, a third time, then pressed her face

hard into my groin.  She made a sound like a quivvery whine, and I

thought she was choking, but I looked down and saw her hips churning.

She was coming! She pulled my dick halfway out and began bobbing her

head again, wildly.  The come was still pouring out of me, and I felt

deliriously blissfull.  Her orgasm lasted almost a full minute, her

knees and thighs clamped tightly together, her ass bucking and

churning, and though my cock had gone soft she kept it in her mouth

until she was done.  She had come without touching herself, just by

sucking me off.



She let my cock slide from he mouth and rested her head on my thigh,

the rest of her body collapsed between my legs.  After a moment, I said

"Did you like that?" She did not answer, did not look at me.  "You came

too.  You must have liked it."



She turned away and hugged her knees, her back to me, and still did not

say anything for several minutes.  Then finally she said "I've never,

um, done that before" in a soft, high voice.



"You forget I have pictures of you doing it to Bill Arnold," I said,

standing.



"No, I mean...." she turned her head and looked up at me, "I never

swallowed... it.  I thought..."  She drifted off.



"I felt my cock go into your throat when I came.  I think that's what

you felt.  And my come going down your throat."  Talking like this was

making my cock stir again.  Good, I thought, soon we go on to the next

step.



"Yes," she said.  After a moment she added "Your thing is so much bigger

than Randy's - my boyfriend's - or Bill's.  It was.... different."



"You liked it, Annie."



"Ann."



"Yes.  You did a good job, so it's Ann.  I can see this is going to be

a nice afternoon." I smiled at her reaction, which was mild shock.



"You mean we're not done?"



"Done?"  I laughed.  "We're about as far from done as you can imagine.

And this is just today.  I like this, Ann.  I like this a lot.  And in a

way, I think you do to."



She would not answer, but instead rose and went to the sink, to get a

drink of water.  After she finished her drink she turned to look at me.

Standing there at the sink, bathed in the sunlight coming through the

tattered curtains, she was lovier than ever.  I could see the moisture

still glistening on her chin and the insides of her thighs.  "I'm doing

this because I have to.  Don't get the idea that I want this."



"I really don't care.  You're been getting your way all your life. Now

it's your turn to do what someone else wants, " I replied, and she

turned angrily away.  "Besides, you didn't `have to' come like a damned

flood.  Maybe you don't like me, but you like this," I said, lifting my

half-hard cock into my palm.



She turned back to face me, and stared at my cock, her lips parting

involuntarily and the tip of her tongue just touching her upper lip.

She turned away and was silent.



I came up behind her and wrapped my arms around her from behind, my

hands cupping her breasts, my cock sliding across her ass.  She wriggled

a bit, trying to get free, but I held her tight, feeling her nipples and

noticing how erect they were.  Although she was certainly trying not to,

her hips were rotating ever so slightly, and I could feel her heart

pounding through her breasts.



I bent down and whispered in her ear, "You want in Ann, don't you? You

want my cock..."



"No...no..." her voice weak and uncertain.



"Yes you do, I can feel your nipples, your heartbeat.  I'll bet your

pussy is getting wet."  I reached down with my right hand, and she tried

to fend me off, but it was obviously a half-hearted attempt.  My hand

stole between her legs, and I felt them part slightly.  Her pussy lips

were puffy and her hole was soaking wet.



"Unnnnnnngh," she murmured, and her head twisted from side to side.



"Tell me you want it, Ann.  Tell me you want me to fuck you."  I was

really enjoying this, though from time to time it seemed rather like a

dream, and I was afraid I might wake up.



"No...let me go..." she whispered, but her legs parted farther, and I

felt her reach around to touch my cock with her fingertips.  When she

found it, she emitted a little gasp and wrapped her hand around it,

jarking the shaft slowly.



"Tell me.  Tell me you want me to fuck you."



"Ummmm.  Yes, OK, I want it."  Her voice cracked, and she began

breathing very hard.



"Want what?"



"Want your... cock."



"Want it where?  Want me to do what with my cock?"  I began to stroke

her clit against her pubic bone, and her hips bucked.



"Ohhhhhhhhh.  Oh, fuck me with your cock, fuck me, fuck me, fuck me..."

She turned and wrapped her arms around my neck, and I felt her tongue

probe my ear.



I picked her up in my arms and carried her to the small bedroom, which

was right off the living room.  I laid her down on the bare mattress,

her ass just on the edge, and spread her legs wide.  Her pussy, such a

small, cute little rosebud, stretched and parted, the lips glistening in

the afternoon light.  I rubbed the tip of my cock against those lips and

up onto her clit and she went wild, her shoulders and head thrashing

back and forth, her back arching.



I gently pushed her tummy back down onto the bed, placed one hand on a

tit and held my cock with the other, and slid into her.  She was

incredibly tight, and I could only get about half of my cock in her at

first, though she was very wet.  Even so, her eyes popped open and her

mouth formed an "o" of suprise.



"Slow, slow, oh god, take it slow...."  She was pushing at my chest with

her hands, trying to get me to back out.



"What's wrong, Ann.  You're not a virgin are you?"  I was teasing her,

but I also wanted to know.



"No," she said, talking between her panting breaths, "but I only did it

once, a long time ago, and I'm not use to this."



"Randy?"  I asked, and gave her two short strokes.



"Ahhhhhhhhng,  um, no, it was back in junior high.  You don't.....

ummmmmm.... know him."



"Gotta know, Ann.  Who got your cherry?"  I stroked her again, each time

going fractionally deeper, and for several moments she did not reply,

her eyes closed, her teeth chewing her lower lip.



"Uh, Stuart Dawes.  Jesus, oh, ummmmmmmmmmm.  But his dick was ha-half

the size of yours, and...  ohhhhhhhhhhh....  it lasted about 20

seconds..."



I laughed a little, which made her look at my face.  Stuart Dawes had

been an aquaintance of mine in junior high, though I guess he had moved

away since I had not seen him in high school.  He had claimed to have

fucked Ann Macafee after the CIF basketball finals, but no one had

believed him.



Thanks for priming her, Stuart, I thought, and began to fuck her in

earnest.



All protest from her ended as her pussy spread itself wide for me. She

was holding onto her knees, spreading them as far as she could, and in

ten smooth strokes I was buried in her cunt up to my balls.  This was

te best fuck of my life - she was so tight, so smooth, the internal

contours of her pussy forming a perfect sheath for my hard dick, and we

pumped like a german machine.



She began to come, her orgasm reaching an intensity that was almost

scary.  Her face and breasts went bright pink, her face grimaced, and

her hands gripped her knees so hard that the knuckles went white.  I was

loving the feeling, but since I had just come I had no problem holding

back, maintaining myself on that delicious plateau a man reaches just

before his orgasm begins.  As her orgasm peaked, she began to talk

again, breathy, in a high, childish voice:



"Owwwwwwww, yeah, yeah, ummmmmmmmmmm, fuck it, fuck it, god, I love it,

ooooooooooo... do me, do me, god, your dick..."



Fianlly she subsided, her hips lowering back onto the mattress, her

hands relaxing and letting her knees slip away.  She smiled the smile of

the satisfied and wrapped her legs around my back, linking her ankles.



"You close?" she said, her eyes twinkling.



"Um, yeah.  Pretty close."  I was damn close, in fact.



"Come in my mouth again."



I was a little suprised at that, and my face must have shown it.



"I'm not on the pill," she explained, then after a moment added, "and

yeah, I liked the feeling of your come in my throat."



That did it.  She was begging to drink my come.  I could hold back no

further, and I pulled out and slid my groin up her chest, over her tits,

and let her take me deeply into her throat.  In three hard sucks I was

coming, the feel of her firm tits against my ass accentuating the

experience.  I must have come more the second time than the first,

because quite a bit leaked out the corners of her mouth.



After I pulled out, she scooped up the come from her cheeks and sucked

it off her fingers.  Her espression was one of wild lust combined with

serene satisfaction.  We laid on the bed together for at least an hour,

dozing in each other's arms.  Finally, I glanced at my watch and saw

that it was nearly 6:00.  I had to get home.



She got up when I did, and we stepped into the living room and dressed

in silence.  Once we were dressed, I gently took her by the shoulders

and sat her on the couch, then sat next to her.



"Well now," I said, "that was a very nice beginning, don't you think?"



She nodded, her face very thoughtful as she stared at the window.



"I think we could use some sheets on that bed, since I noticed you got

mattress-button marks on your back, and maybe next time we should bring

some refreshments.  Think you can handle that, Ann?"



She was quiet for several moments, clearly thinking things out, then

stood and began to pace around the room as she spoke.



"OK, look, I'm going to be honest here.  I could try and tell you I

hated this, but it would be a lie.  I liked it."



"You loved it," I corrected her.



"Yes, alright, I loved it.  And I want it to continue.  But we have to

have some ground rules."  She looked at me to gauge my reaction, but I

held my face passive.  "OK, first, nobody finds out.  Nobody at school

knows anything different is happening between you and me.  Second, I

do you, but not your friends - you can't even tell them.  Third, you

bring rubbers so I don't get pregnant.  Fourth, We don't do anything

strange.  You know, like tieing up or whipping or anything like that."



"What makes you think you're in a position to make conditions?" I asked

calmly.



"Come on.  You've been playing this tough-guy thing all afternoon, but

you'd much rather go on fucking me than show those photos.  We can reach

an agreement here, can't we?"



"Perhaps.  I'll address your points one by one.  First, I don't have any

intention of telling anyone anything - but one thing has to change."



"Which is?"



"Which is that you have to stop treating me like a fucking piece of

furniture at school.  When I say 'hi', you say 'hi' back, you know, just

like I was a person."



She sniffed derisively, but did not argue.



"Second, my friends can find their own pussy.  Third, rubbers will not

be acceptable for either of us, believe me, so you go on the pill or

continue to take me in your mouth.  Lastly, 'strange' is in the eye of

the beholder, but I'm not a kinky person.  You will continue to do what

I say, however."



"Pulling out and coming in my mouth is not foolproof."



"Then get the pill."



"OK.  But I don't take it... in the ass."



"We'll see.  What about Randy?"



"He's a hood ornament.  I don't need him."



"What about Bill Arnold?"



She looked at me, and for a moment I pitied her.  "He's my only coke

connection.  What can I do?"



"You're off coke, that's what.  Look what it made you do...  Besides,

I'm gonna be taking up your free time with other pursuits."



She stood at the sink again, the light coming through the curtains now

coming from a floodlight outside, and I flashed back to when she was

standing there naked, my come on her chin and her come on her thighs.

Incredibly, I began to get hard again.  Ah, 16.



"Okay," she finally said.  "It's a deal."



She turned back to face me, and saw that I had drawn my cock from my

pants and watched it standing erect.  A clear lust appreared in her

eyes.



"God, again?" she said, and smiled slightly despite herself.



"You have a noticeable effect on me when you stand at that window.

Let's see how your cocksucking technique is coming along."



One of the highlights of my life was when Ann Macafee, queen goddess of

the school, unparalleled beauty, without hesitation and with the ease

and obediance that comes from repeating a familiar duty, gracefully

knelt down before me to take my cock into her pretty mouth.





[Chapter 6  The Pleasures of Ann]



It was raining hard outside, the torrential blast pounding on the

window over the sink, and she was taking me deeper than she ever had,

my cock sliding not only into her throat, but far into it; so far that

her chin rested between my balls on each long downstroke.



We were not on the bed.  Through experimentation (wondrous hours of it)

we had found that Ann could suck me best if I sat on the couch, my ass

at the edge, while I lay back.  Ann had brought several throw cushions

from the main house ("Nobody uses that guest room anymore anyway") and

we used them under the small of my back to make things comfortable for

me.



Ann would then kneel between spread legs - she found that she liked them

spread wide - to suck me.  She put two of the throw cushions on the

floor for her to kneel on, this giving her the proper angle to deep

throat me.



She would begin my jacking my shaft with both hands, gently, while she

licked the tip and glans, slavering her tongue all over my dickhead and

allowing a stream of her saliva to trickle down to my balls.  Then she'd

suck my balls lightly until the dripping abated, after which she'd

return to the head and lick some more.  She was waiting for my precome

ooze to reach the proper state - enough to lubricate my shaft.  She had

found that with enough lubrication of this kind she could take me as

deeply as she wanted to, with no discomfort.



And deep she took me.  Ann had become, in the three weeks since our

arrangment had begun, obsessed with my cock.  Sucking it deeply, taking

absolutely all of it until there was not even a fraction of an inch left

to push down her throat, had become a personal challenge.  She also

claimed that she never failed to have at least two orgasms while sucking

my dick.



She had also perfected our fucking techniques, finding that doggie

style, her kneeling on the bed and I standing behind her, was the

second best position in terms of depth and angle.  The best position,

she claimed (and I had to agree, actually) was where I lay on my back

on the bed, one of our infamous throw cushions under my ass, and she

staddled me, lowering her pussy onto my dick.  She would lean forward

slightly until her tits were pressed into my extended hands, and then

slide her cunt up and down on my dick, her hips twitching and bucking

as the pressure on her clit drove her to delirium.  My personal

favorite was something of the reverse; she on her back on the bed, a

pillow under her ass, while I pumped her pussy.  Conventional, but

satisfying.  I did not get as deep that way, but the look of her in that

position, her tits swaying, her hair splayed out on the bed; well, let's

just say it was magical in its own way.



Ann, of course, would do whatever I said.



That was the amazing part.  We had met nearly every school-day

afternoon at her parent's garage apartment for the past three weeks,

sucking and fucking for an hour or two, and it seemed that each day she

had become more and more willing.  It had come down to the point that

when I arrived she was always there, always naked, and always eager to

get started immediately.  On two occasions, on days when I'd been

slightly delayed, I could tell she had masturbated before I had

arrived.  She wanted my dick, pure and simple.  She'd even named it "Sir

Richard", which she'd told me once as I was fitting it into her snug

cunt:



"Ohhhhhhhhh, now let's get Sir Richard all the way in Ann's little

pussy..."



My eyebrows had arched at that.  "Sir Richard?"



"Push, push, mmmmmmmmmmm.  Richard, love, as in 'dick.'  Oh, hurry up,

and slide him alllllllllll the way inside me..."



That had been a week ago, and it seemed to me that she was by this time

as passionately interested in our situation as I was.  If not more.



I decided I wanted to get some more photographs of Ann, for my private

collection.  I wanted nudes, of course, and perhaps even a shot or two

of her loving my dick with her mouth or pussy.  She had initially

refused:



"No.  That's too much.  You've got enough pictures of me already, and

look where they've got me."



"Ann..."



"I'm doing everything you ask.  I'm sucking your dick, I'm letting you

fuck me.  I'm doing my part, even getting good at it.  No more

pictures."  She looked determined.



It occurred to me immediately to threaten her with publication of the

photos I did have, but I was not sure that would work.  She knew that I

would rather fuck her than ruin her, and it took some of my power away

so long as she continued to put out.  But I had noticed her obsession

building and decided to try and use it.



I said nothing more about the photos until about twenty minutes later,

while we were fucking.  I had her on her back, and was pumping her pussy

with long, deep strokes while thumbing her clit with my left hand.  I

had taken care not to give her too much too fast, since her orgasms were

slower in arriving but much more intense when I took my time in this way.

When I sensed that she was about to come - her back was arching, her

face was intense, her thighs quivvering - I abruptly stopped, my dick

halfway in her, and held my position.



"Uhhhhhhh.  No, don't stop, I'm close," she whined.



"I want to take some more pictures of you, Ann."  I moved my cock

slightly and rubbed a spot very near her clit with my thumb.



"No, no, oh you bastard.  Make me come, oh, make me come."



"You want my cock, Ann?"



"Oh god yes, make me come Sir Richard I want to come so bad..." she was

lifting her hips now, trying to fuck herself on my cock, but I pressed

her down with my hand and gave her only short, infrequent, shallow

strokes, just enough to make her crazy.



She was whimpering, almost crying.  "Please, please, god I wanna

cooooome..."



"The pictures, Ann.  Agree to the pictures and you can come.  Say yes

and I'll give you everything I've got."



She started rubbing her tits and tweaking her nipples, trying to make

herself come, but it was no user.  Finally she said "OK, OK, you can

take the fucking pictures..."



"You swear, Ann?"



"Yes, yes, now fuck meeeeeeee!  Make me come!"



I laid into her with renewed vigor, and she came almost immediately, in

a warm and vast flood.  As usual, her come made her pussy instantly

slicker and hotter, and I came too, our juices mixing inside her.

Afterwards, we lay for several minutes before she had the strength to

talk.



"That was shitty," she said, but the bitterness in her voice was

distant, measured.



"I want what I want," I replied.  I had discovered in myself, through

this domination of our high school queen, a certain calm ruthlessness

that I had never known existed.  I had not been as cruel to her as I

could have been, and that was a good thing to know too.  I was strong,

but no monster.



"Yes, that's obvious.  You have an inhuman amount of self control too.

How could you stop in the middle like that?"



"It was not easy.  But there's another thing to consider here, Ann, and

I wonder if you have thought of it."



She raised her half on one elbow, and her right breast rubbed

deliciously on my chest.  Sir Richard began to stir, and I knew we'd be

at it again very soon.  "What do you mean?" she asked.



"You gave in, but not because I threatened you with distributing the

photos of you and Bill.  I never even mentioned it.  In fact, I never do

anymore."



She paused to think, her fingers absently twining in my pubic hair. "I

guess you're right.  I..."



"You relented because you wanted my cock.  Suppose I burned the other

contact sheet I have and all my negatives tomorrow, not that I am about

to, but would you want to stop our afternoons here?"



The rain outside began to fall even harder, making the roof like a large

drum.  I could barely hear her when she said "God, you're right.  It's

not that I'm afraid of the photos anymore.  I'm hooked."  She looked me

in the eyes and wrapped her hand around my now rigid dick.  "I'm hooked

on your cock..."  She began to stroke it lovingly.



I smiled, and she smiled, and I said "Well, now, Sir Richard would like

a word with Miss Kitty."



I pushed her gently onto her back and began to position my dick against

her hole.



"Miss Kitty?" she asked, her eyes beginning to flutter in response to

the impending fuck.



"Yes, love, Kitty, as in pussy..."



And I slid into her warm, wet tightness.





[Chapter 7  Sir Richard and Miss Kitty Hit the Road]



Ann owned a nice little red convertible VW Bug, which was, of course,

parked conveniently in the garage below our trysting spot.  Our deal

had been that although within the walls of that garage apartment Ann

would treat me like the most intimate lover and sexual master, once

outside in the world we would behave as we always had - as strangers.

I decided to change that, at least partly.



I was taking the pictures she had promised to pose for:



Click - Ann standing at the window, demure, pretty, and completely nude.

        A profile shot, accentuating her perfect breasts and the downy

        quality of her pubic hair.



Click - Ann reclining on the sofa, pinup style, a smile on her face.



Click - Ann on her knees on the bed, her index finger perched in her

        mouth, a teasing, questioning look on her face.



"Ann," I said, thinking about what shot I wanted to take next.  "What

would you say to a little drive around town?"



"I'd prefer to put my clothes back on first," she said, wryly.  She was

still kneeling on the bed, waiting for me to give her another pose

suggestion.



"Of course, of course.  I just feel like getting out of here for a while

once we use up this roll."  I looked her straight in the eye, but she

seemed to have no reaction to this obvious breach of contract.



After a moment she sat back on her haunches and said, "We'd have to be a

little careful, or course."



Here it was.  "Careful about what?"



"Careful my parents don't see us coming out of the garage.  We don't

want to ruin our setup here, do we?"



Again I was mildly shocked to hear how totally Ann had come over to the

side of keeping-this-going.  Where I had expected her to insist that

none of her friends see her with me, as we had agreed, she had instead

been thinking only of the danger to our privacy.



I must have communicated my pleasure and suprise with the expression on

my face because she laid back, spread her lovely legs, and said:

"Here's a shot for you.  Miss Kitty waiting for her gallant knight

to...." she smiled mischeviously, "drop in."



We both laughed at that, and:



Click - Ann on her back, legs spread wide, a broad smile on her face as

        she shows her pussy to the camera.



Click - Ann fingers herself lightly, face more serious.



Click - Timer shot, Ann with my dick in her mouth, me standing frame

        right, she rolled on her side to take me.



Click - Timer shot, Ann straddles my cock, facing away from me as I lie

        on my back, her face to the camera.  Her hand is guiding me into

        her pussy.



Needless to say, I had no opportunity to set the timer again after that.

She rode my dick like it was a wild horse, turning in mid-fuck to face

me, amazingly without letting my dick slide out of her cunt.



She came in short order, and I soon after that, responding as usual to

the flood of pussy juice that flowed from her and made her cunt even

more slippery.  Ah, the wonders of the pill.  Back then it was not as

easy to get, of course, but little rich girls like Ann Macafee could

always get what they wanted.



We got dressed about fifteen minutes later and stole down to the lower

part of the building, which was the garage proper.  Ann peeked out the

lintel window to see if her parents were on the porch, but they were

not.  She got into the rabbit on the driver's side and motioned for me

to get in the passenger's seat.



"I think I'd rather drive," I said, being a typical 16 year old male.



"Once we get going that's fine, but I think you should sort of slump

down in the passenger's seat until we get out of this neighborhood - my

parents have friends all around here, and we don't want a nosy neighbor

to blow the whistle, do we?"



"No, Ann.  I much prefer the way you blow the whistle..."  I smiled.



She giggled and patted the seat next to her.  I got in, and we put the

convertible top up.  I hunched down as she had suggested, amazed again

at how truly dedicated she had become to keeping our affair alive, and

we sped off into the afternoon.



As it was I was pretty content to let her drive.  I was not all that

good with a stick shift yet, but she was quite comfortable with it, so

it was easier to let her continue.  Besides, I wanted to look at her

while we talked.  In the sun, her hair filled with the wind (we had

taken the top back down again), she was more beautiful than ever.  As I

had dozens of times over the past weeks, I thanked whatever stars I had

for the incredibly good fortune that had given me access to her.



"So where to?" she asked, putting her sunglasses on with one hand.



"I don't know," I said, and I really did not.  I had expected this trip

to be a problem, an opportunity to assert my authority over her again,

yet here she was perfectly willing, and I had nothing planned.  "Why

don't we get some ice cream or something?"



"If you want, but I like to eat stuff like that."



"Oh?"



"I don't want to get fat.  My mom and my sister are.  It must be in my

genes somewhere.  Mind if I make an alternate suggestion?"



"Sure.  Shoot."



"There are some nice nature trails near Lake Fornier, on the slope of

Freedom Peaks.  We could go for a walk there."



I agreed immediately.  I had hiked those trails as a little kid, but it

had been years.  I must admit, the thought of walking with her and

simply holding hands was strangely exciting to me - which was odd when

you considered all the fucking and sucking we had done.  In some way a

walk sounded even more intimate, though.



We arrived at the trailhead with at least three hours of daylight left,

which was plenty considering the entire loop was less than two miles

long.  Ann grabbed a blanket from the trunk of her car - a rough looking

thing that looked like it was used mostly as a car cover.  "In case we

want to sit," she said, then added as she closed the trunk door, "or

something."



Or something did not take long.  Ann started like a bat our of hell down

the trail, slightly ahead of me, and I got to watch her fine ass move

under the folds of her green courderoy skirt for several strides before

she stopped, turned, and her out her hand for me to take.  We walked

down the nature trail hand in hand.



We had walked perhaps a half mile when she led me off the trail.  I had

noticed that she was gazing at me with a strange look on her face for

most of the walk, and now she led me up a grassy slope to a stand of

trees that crested the hill we had been circling.  The trees were

growing in a circle, which is common for spruces, and there was a flat

spot in the middle.  She spread the blanket out there and sat down,

folding her legs gracfully beneath her.



I stood for a moment, watching her face, then said "What's the plan,

Ann?  You have something in mind, do you?"  I was still taking that

sort of masterful, I-am-in-control-here tone with her, but in point of

fact I was delighted.



"Oh, of course," she said, smiling prettily, "but first I wanted to

explain something to you, and to ask a favor.  Please, sit."  She patted

the blanket with her open hand.



Intrigued, I sat.  I could not think of a thing to say, so I waited

until she was ready to talk - she was obviously nervous, but there was

also a nice sort of ease between us that I wanted to bask in.  After a

while, she began to speak.



"You think of me the way most people do, as a real bitchy princess, a

pristine queen.  I know that.  But I have never known any other way to

be.  All my life I have been surrounded by `the best things', and

expected to live up to them.  To be worthy; to be better than other

people, I guess."  She looked at me, as if to gauge my reaction, but I

was interested in what she had to say, and motioned for her to go on.

"Well," she continued, "most of my life has been pretty, um, controlled.

I told you about Stuart..."



"Yes.  He was your first."



"My only until you, and that was pretty dissapointing.  I let him fuck

me, if you could call it that, because I was mad at my parents and was

trying to rebel.  They were threatening to put me in private school, and

I was furious.  Stuart was a kind of revenge, though I couldn't tell

them about it, so it didn't help.  When they changed their minds on

their own, I felt really stupid.  Stuart kept calling, wanting to `see

me again,' which I knew meant he wanted to put his little prick in me

again, but I was bored and disgusted by him, and it sort of faded

away."



"He bragged about it, but we didn't believe him.  He made it sound like

a major event, though."



She laughed.  "Yes, well, if 20 seconds of frenzy and two quick humps

is major.  I don't know if her even broke my cherry."



"He did."



"Oh, of course.  You'd know, wouldn't you?  Anyway, I found it all

pretty unimpressive and I guess that sort of made me act even more

superior.  Maybe that was my way of regaining my self respect.  I don't

know.  Whatever.  Anyway, that was what I thought sex was, to be

honest.  Nothing to write home about."



"What about Randy?"



"Well, jocks like to talk a lot about all the girls they get, but if

Randy is any indication, it is a bunch of bullshit.  When we first

parked together, he was so scared I thought his heart would leap out of

his chest.  When I told him that a handjob was as far as I would go, he

made some faint protest, but I could tell he was relieved.  After a few

dates, we didn't even do that much.  He just liked to suck my breasts a

lot.  Almost like he didn't get enough as a baby.  He's also the one

that got me started on coke, and I guess I got pretty hooked."



"I'd say so, considering what you were willing to do for it."



"God," she said, and blushed a deep crimson, "don't remind me.  That was

one big favor you did me.  I'm off that shit forever."



"You'd never taken a boy in your mouth before that?"



"No.  I'd seen some X-rated 8 millimeter movies my Dad had hidden in the

garage with Susie Krantz and Mattie Haines once, and I sort of fantasized

about it some times."



"Fantasized about sucking who?"



"Oh, Movie stars, or the guy in the porno movie, I guess.  I mean, his

cock was big and looked like a nice one..." she paused for a moment,

then looked my in the eye, "but not as nice as yours."



`Mine' was becoming uncomfortably hard at just her look, but I wanted to

finish the conversation first.



"You see, everything has changed," she said.  "I mean, it's weird, but I

seem to have discovered a whole other part of myself that I never knew

about before.  And I can't really control it."



"Your sexual side?"  All of a sudden I felt like her therapist or

something.



"Yes.  Sexual.  Frankly, having sex with you is what I think about most

of the day.  My friends know something is up, but they'd never in a

million years guess..."  She was really red now, her face and shoulders

and even her hands.  "Every night I dream we're doing it, and every

morning I have to..."



"Masturbate."



"Yes.  Sometimes I have come already when I wake up.  Sometimes during

the day I have to go to the girls room becasue I have been thinking

about you too much."



"About my cock."



"Sucking it, usually.  But I have another fantasy too." She stopped,

looked away, somehow unable to go on.



"Go ahead, tell me," I said, trying to sound gentle.  "I mean, we've

done a lot.  I guess you can tell me anything."



All at once she said, in a rush, "I'm afraid you'll be disgusted and

you won't want to sleep with me anymore and I think I'll die if you

don't I..."



Tears were forming in the corner of her eyes, and I held her in my arms,

for the first time with real tenderness.  "It's OK Ann.  I am easily as

obsessed with you as you are with me."



"You are?" she sniffed.  "But you've had other girls, haven't you?"



"Yes, you were not the first.  But you are undoubtedly the best."  She

looked up at me and smiled, still sniffing slightly.  "Now, tell me what

this fantansy is.  Don't be afraid.  I promise I won't stop fucking you

- in fact, I plan to do that as soon as we're done talking, right here

and now."



She gasped, but her face was delighted.  "Here?  Oh, god, what if, what

if..."



"It's a chance we'll take.  Now, the fantasy." I held her chin in my

hands "or I might just make you wait until tomorrow."



It was a lie, but it worked.  I had discovered a side to her too; she

liked to be submissive to authority.  She bit her lip, obviously

screwing up her courage, and:



"Well, I told you we watched that 8 millimeter movie.  In the movie,

before they fucked, even before she took him in her mouth, he did

something to her with his mouth.  He like, licked her pussy with his

tongue and then sucked her, sort of."



I smiled.  "You want me to do that to you?"



"Well, Yes.  I mean, if you want to."



I smiled, and let my hand slide up her leg, beneath her skirt, and onto

her panties.  "No problem at all," I said, and she sighed and let her

head drop onto my shoulder.





[Chapter 8  Miss Kitty Takes a Bath]



Linda Short had taught me a lot of what I knew about sex.  Especially

concerning the oral side of things.  She had been a truly expert

cocksucker, and expected good head in return.  Luckily, she was happy to

instruct me on the particulars of eating pussy, which she claimed to

have done once or twice to her girlfriends.



But although I had mildly enjoyed it, it was not my favority thing.

Linda's pussy was very hairy - too hairy, really.  And she was very

agressive.  I often ended up with a sore neck.



Ann was another story entirely.  I laid her back on that rough blanket,

lifted her skirt up around her waist, and slid her panties down,

leaving them looped around one ankle.  Ann's pussy was a lovely sight,

as always.  A trimmed, pretty little V of hair on top, but a smooth,

pink, hairless little pussy.  Her firm smooth thighs were like a

picture frame around that little bud, and I kicked myself for not

having thought of eating her myself.  What a treasure.



I began by nibbling her labia while stroking the insides of her thighs

with my fingernails.  Her response was immediate and gratifying.  She

placed her hands on my head, fingers gripping my hair gently, and moaned

as she rocked her hips slowly.  Slowly, I began to insert a finger into

her hot little hole, and moved my tongue up to her clit, stroking it

with long, hard, sloppy licks.  She began to shudder with each tongue

stroke, and I coordinated the action of my finger so that each time she

shuddered, my finger was buried deep inside her and I could stroke the

"roof" of her vagina.  This was years before anyone would speak of a

woman's G-spot, but Linda had known what felt good and had never

hesitated to tell me.  After a few mintues of slow licks and deep

fingering, Ann seemed on the verge of hysteria.



"I....  I....  Oh god that's so....  um....  fffffffffffffuck it....

ooooooooooo...." she spoke in breathy, short gasps.  Her hips were

moving in a slow, tight circle and I knew she was ready to come.  So I

closed my lips over her clit, and began to suck it while flicking at the

very tip with my tongue.  I inserted a second finger into her pussy and

felt the rush begin.



She moaned, a long, high, hoarse moan, and lifted her little butt into

the air about 6 inches.  Her thighs were as hard as stone and quivvering

like a tuning fork.  Her hands pressed my head firmly into her crotch as

I sucked her. And she came and came and came.



"Ssssssssssssssss, oh, oh, oh, fuck, ohhhhhhhhhhhh"



All of a sudden she was pulling at my shoulders, trying to bring my face

to hers.  I was confused at first, but her hands found my belt buckle

and began frantically to undo it and then my pants.  She wanted my dick.

I was glad to oblige since I was as hard as I could ever remember being.



I lowered my jeans and slipped my cock into her boiling pussy.  I had

never entered her mid-come like that, and the feeling was indescribable;

like sinking into a mouth filled with hot butter.  Her pussy walls

clamped onto me like they had a will of their own, and we began the most

vigorous fuck I can remember ever experiencing.  Ann was wild, simply

wild, tearing at her blouse and pressing my mouth to her nipple.  She

was lost in a world of obscene lust.



"Fuck me fuck me fuck me, oh god your dick, oh jesus oh fuck me oh

god...  hmmmmmmmmmm, huuuuuuuuuuuh, uh uh uh, fuck it fuck me, oh, oh,

ffffffffffffuck me, oh I love you..."



She came again, and I spurted into her, just as she said "I love you",

her words buried in the deep extasy of my orgasm.  Afterwards, I lay on

top of her, my diminishing cock still inside her, while she stroked my

head with her hands and kissed my hair.  We were still mostly clothed,

but somehow this was the sexiest moment ever between us.  My cock roused

again while still inside her and we fucked again.



And a third time.  It was dark by the time we left the hillside.



On the drive home, Ann seemed very animated and very curious.  "I have

to know," she said, a broad smile on her face, "where you learned to do

that.  I mean, that was incredible!"



"Linda Short," I said, remembering Linda's small tits and hot mouth.



"Who?  I don't think I know her."



"No, you wouldn't.  She was visiting our neighbors last summer - a

relative from out of town.  She was... experienced.  She'd done pretty

much everything."



"And she taught you how to do that to a girl with your mouth?"  Ann

seemed genuinely interested, though there was a slight hint of jelousy

in her voice.



"It's called eating pussy.  Yeah, she taught me.  She'd done it herself,

actually."



"To another girl!?"  Ann's voice was a high squeak of suprise, but there

was something else there too.  Exicetement, perhaps?  Or had Ann had an

encounter she was not telling me about?



"That's what she said.  I believed it too.  Linda was really wild.  I

met her when she climbed the fence that seperates our back yards - no

joke.  I was sunbathing in my jockeys and she just climbed over and

started talking to me.  In a bikini, at the time."



Ann's jelousy was a bit easier to see now, but she continued to ask

questions.  "Did you do it with her that night?"



"Heh.  That day.  About an hour after we met.  I was home alone, and

once I told her that it was wham-bam.  I guess you'd say Linda's pretty

much a slut."



"At least."



"Well, at the time she was like a gift from heavan.  It was the

beginning of the summer, she was going to be there another two months,

and, well, I felt that everything was set up perfecftly.  It was, too,

though she dated other guys all along."



"Other guys she'd met here?"



"Yeah.  The girl could not get enough.  Incredible."



Ann was quiet for a while.  I think she was a bit upset, jealous and

shocked and maybe a little dubious about her own arousal.  Finally she

said "Well, I can't blame anyone but myself, can I?"



"For what?" I asked.



"Well, I would not have given you a second look before...  Before this

semester.  I was so into myself.  Yes.  I'm glad you had your summer

with Linda."  She looked satisfied and resolved.





[Chapter 9  Adventuring Outside]



And that was that.  Ann had taken possession, had turned the situation

around in her mind.  She still treated me like her master, of course,

since that was part of the thrill for her, but in the days that followed

I could see that she had laid her claim, and that I was hers.  All

pretense at school stopped, and we went virtually everywhere together.



She also found that she liked sex in public.  As most people will tell

you who have tried it, the excitement that comes with the fear of

getting caught can be pretty addictive, and though I still preferred

our garage apartment, Ann talked me into several daring encounters:



We fucked in a vacant counselors office, right there in the

administration bulding, the door locked but people walking by outside

all the time.  I sat in the big desk chair, my pants lowered to my butt,

while ann lifted her skirt, dropped her panites around one ankle (I

guess she'd picked that up from our adventure in the woods) and perched

on her knees on the arms of the chair.  She fucked me like that, no part

of our bodies touching except my cock in her pussy, Ann rocking wildly

while holding onto the back of the chair, and people's voices echoing in

the hall outside.



She gave me a rather heated, lusty blowjob behind the baseball diamond's

backstop out in the atheletic field.  Though no one could see her

kneeling behind the green wooden wall, my head and shoulders were easily

vibible through the chain link fence, had anyone cared to glance our

way.  When we left, I noticed a dirbble of my come on her neck just in

time, before someone saw it.  She thought that was hilariously funny.



I ate her pussy while she sat in the ticket booth to the student

theatre, trying to keep her composure as I flicked her clit with my

tongue.  Ironicly, Randy had come up to the booth to beg her to at least

talk to him again, and had left wondering why she was acting so strange.

She'd told him to fuck himself, and had sort of hiccoughed on the word

"fuck", since I had given her a particularly hard suck at that point.

She came on my face and I had to clean up with some rather thin kleenex

she had, to get the pussy smell off my face before I went to wood

shop.



She somehow got the keys to the chem lab, and we sucked and fucked the

lunch hour away, right there at the desk where we had once been lab

partners.  As she bent to take my dick in her mouth she said "this is

to make up for how badly I treated you when we were partners." She took

my dick all the way down her throat, in a particularly strong and

enthusiastic stroke.  All I could do was gasp "Aaaaaaapology

accepted...." as she sucked away.



But it was back in our old haunts above her parent's garage that she

began to think some really wild thoughts.  We had just finished our

afternoon excersizes, and were lieing on the floor of the living room

eating some cheese and crackers while she rubbed her naked legs on

mine.



"You mentioned about Linda Short knowing a lot."  She said this in a

tone that said just-asking-no-big-deal.



"Ann, that was last summer.  I won't ever even see her again."



"Who knows?  She might visit again.  But that's not why I brought it up.

I was wondering if the fact that she had made it with another girl,

well, if it made you disgusted or anything."  Again, she was forcing her

voice into a tone that sounded casual, but was not.



"No.  Why should it?  Why are you asking this?"



"You know Mattie Hanes?"



"Um.  Another one of the royalty."



"Well, sort of.  Anyway, you think she's pretty?"  Ann's face was

impossible to read - I knew she had a tendency to get jealous at times,

but this did not have that feeling to it.  Besides, she had brought it

up.



"Sure, of course.  The guys call her Miss Best Chest of the West.  I'm

sure most of them have fantasized about her from time to time."



"Including you?"  Again, an enigmatic look.  I was getting a little

pissed off - you want it, Ann?  You got it.



"Sure.  I'll tell you the details of the wet dream if you're interested.

It all centered around tit fucking."  My voice sounded angry, and she

recoiled a bit.



"Don't get mad," she said, her voice a pout.  "I'm not asking because

I'm jealous or anything.  See, she's always had sort of a thing for

me."



I had to admit that I was pretty shocked.  I thought nothing would

suprise me after I first heard Ann Macafee beg me to fuck her.  Mattie

Hanes a dyke?  She looked a lot like mamie Van Doren, but with red hair.

Huge tits, by high school standards.  Killer figure.  Wore tight T

shirts and knee-high plaid skirts.  And she liked girls?



"Sheesh," I said.  "I know a lot of guys who would kill themselves if

they knew she was queer."



"Oh, no.  I mean, she likes boys.   She's still a virgin, I'm pretty

sure, but when we watched those movies together she talked about the

cocks and everything just like Susie and I did.  She just has always

acted a little funny toward me, and I know that she had a little fling

with another girl in sixth grade.  So I guess she likes both girls and

boys."



Ann had been looking down at the floor, perhaps at her own pussy, in

fact, but at this point she raised her eyes to me and smiled, blinking

those lovely lashes at me.



I smiled.  "OK, Ann, what is it that you have in your devious little

mind?"



"Welllllllll," she said, reaching out to stroke my cock, "I was just

thinking how you might like to watch me and Mattie, assuming I am right

about her.  Maybe you'd even like to join in?"



My dick was responding both to her attentions and her ideas.  "You mean

you wouldn't get jealous if I, um, fucked Mattie Hanes?"



"Not if I was part of it.  I mean, not if it was you and me together,

like a team, and she was the outsider.  Not if we were both doing her.

I've been wondering what a pussy tastes like, ever since you started

sucking me off." Sir Richard grew another inch and hardened in her

grasp.  She bent to take him in her mouth, but just before she did she

said "besides, I've always wondered what it would be like to watch this

magnificent dick slide into her.  I guess I've always been sort of

interested in her too."



As her mouth closed around my cock, bathing and sucking it, I found

myself thinking about Mattie Hanes and her famous chest.  Maybe she

wouldn't go for it, maybe she'd refuse.  But damn, it was worth a

try...





[Chapter 10   The Pitch and The Squeeze]



It took over week for Ann to get Mattie interested in her.  Mattie had

heard, of course, that Ann was hanging around with me, and like most of

her ex-friends was giving the former Queen of the school the cold

shoulder.  But Ann was not so easily deterred, and made a point of

walking by Mattie in the shower after phys ed class, and giving her

long friendly looks in class.



We figured that if Mattie had been interested in Ann at some point,

enough attention paid to her should rekindle things.  If not, well then

this would probably not work.  But we had nothing to lose.



It was Mattie who approached Ann on a tuesday morning, right after

another `hot' shower in the girl's locker room.  While Ann would not

relate their conversation verbatim ("Girl talk, you wouldn't be

interested") she made it clear that Mattie seemed as hot for her as

ever.



We'd decided not to bring Mattie to our little apartment.  It was

better if that remained our secret place, especially since we did not

know how she would react to what we had planned.  Instead, we decided

to use Ann's own bedroom in the main house, which would work perfectly

since Ann's parents were to leave the city that weekend and Ann's older

sister was away at college.



It was to be a study session and a sleep over.  Mattie would bring her

books over, but the real agenda was to have some fun, to resurrect their

flagging friendship.  Ann's agenda, of course, was to get Mattie into

bed with her, and eventually to get me in there too.



Ann was quite skeptical about this last part ("Mattie is more of a

princess than I use to be, love"), so I formed a little plan of my own,

which Ann found delightful.  I would hide in the closet, which had

french doors and could be left open a crack very easily, and would take

photos of the two girls together, as I had done with Ann and Bill.  If

Mattie refused the menage a trois, we could use the same sort of threat

I'd used on Ann to get her to cooperate.



I was suprised that Ann was willing, even enthusiastic about the photo

idea; after all, the photos of her and Bill had to hold some bad

memories.  But she was absolutuly giggling at the idea, saying that

"what was good for catching one prissy little bitch ought to work well

on another."



They planned to meet on a Saturday afternoon, around 3:00pm, and for

Mattie to stay that night.  I'd never even been in the main house, let

alone Ann's room, and I wanted to break-in her bed that morning, before

the party with Mattie began.  She was extremely willing, so we spent

the hours between 10:00am and noon joyously fondling and humping in her

flowery bed.  I only let myself come once, though, as I wanted to save

my strength for the evening.



What a room!  Everything in it looked extremely expensive, from the

frilly canopy bed to the textured wallpaper to the solid oak, antique

furniture.  The carpeting was rich, lush wool, which made the room

whisper quiet.  Except for the sounds we made, of course.



Ann had finished a particularly vigorous cocksucking session, my come

now dribbling out the sides of her grinning mouth and dripping onto her

tits, when the princess phone (naturally) next to her bed rang.  Since

I was in an impish mood I began tongueing her snatch while she tried to

talk on the phone.



"Um, he-hello," she said, then grinned and tried to push my head away,

"Oh, hi Mattie."  She said the name with emphasis, as if to tell me this

was too important and I should stop; I sucked her harder.  "Um, no, no

I'm fine, uh, I just ran upstairs and, uhhhhh, I'm a little out of

br-breath.  Sure, you can come....  come early.  When? F-Fine, see you

at one then..."



She hung up and then playfully slapped the top of my head.  "Oh, you

crud! If, uh, if, uh, if she th-thought you w-were here she,

mmmmmmmmmm, oh fuck it...  go, baby, go..." She pressed my head into

her cunt and started to come again.



We only had an hour, and Ann wanted to make sure the room was

sufficiently aired out (and her pussy was dry) before Mattie got there,

so we stopped and cleaned up.



Mattie arrived right on time, Ann rushing downstairs to let her in.  I

was amused and excited to see Ann so eager for this.  I found myself a

reasonably comfortable position in the closet, readied my camera, and

left the door open a crack.  Soon thereafter I heard them coming up the

stairs.



Not much happened in the first few hours.



The closet idea had sounded fine, but in practice it was a pain.  Four

o'clock that afternoon found me rather cramped and trying to remain

silent while the girls sat and did homework.  Ann had tried on several

occasions to get the conversation into the sexual arena, but Mattie was

pretty worried about her economics class and was hard to distract. She

had not come dressed to play either, wearing a sweatshirt and jeans.

Ann looked like a cute little babydoll in her frilly robe, and I knew

from recent personal experience that she wore nothing underneath.



Finally, Ann did what my mind had been screaming for her to do for the

last hour - she loosened her robe so that Mattie could get a glimpse of

her tits if she tried to.  Ann leaned forward on the bed, obstensively

to make a note from her schoolbook, but her tits almost spilled out and

Mattie could not help but see.



"Gee, Ann, you're about to lose your robe," Mattie said.  Mattie had a

voice that was almost indistinguishable from Susan Saint James, though

she looked nothing like her.  Now there was a slight tension in that

voice - at least I thought there was.



"Well, we've seen it all in PE, haven't we?  Frankly, I'm a little warm

in this anyway - I think I put on a T shirt..."



She walked to the closet, dropping her robe.  I jumped for a second when

I relalized that she planned to open the door, but had to notice that

Mattie was staring at her naked body as she walked by.  Ann was right,

Mattie's interest in her was definitly still alive and definitely

sexual.



Ann threw the closet door open and stood before me, naked, her body

blocking the view that Mattie would otherwise have had of me crouching

among the shoes and boxes.  She smiled down at me and winked, then ran

her tongue over her lips and flashed me a look of pure lust.  My dick

became hard, of course, which made me very uncomfortable.  She smiled

again, as if that was her little prank on me.



She drew out a knee-length T-shirt, black with a white cat face on it,

and closed the door (not quite all the way, of course).  Still nude, she

walked to the center of the room and held the T-shirt up to her chest.



"Isn't this great?  I had it made at that place near Sherman's.  The gal

hand painted it and everything..."  Ann lifted it to slip it over her

head, then feigned a little trouble untangling the material - all to

give Mattie plenty of time to look.



Mattie stared on appreciatively.  Her lips formed a silent little pucker

at Ann's exposed pussy and tits.  I was looking at Mattie, and was

realizing just how lovely a girl she was.  She had very looks very much

like Ann Margaret, though she was a bit more busty and her hair was a

deeper shade of red.  Like most guys, I had really only noticed her

large breasts before, which were hard to overlook, but as she was

dressed in a shapeless sweatshirt and posed in profile, from my vantage

point, I had an opportunity to really see her face.  I hoped all the

more that this evening went as Ann and I had planned.



"Much better," Ann said.  "Gee, I hope you brought something else to

wear.  It can get warm in the evening, especially upstairs in this

house."



"No," Mattie said, still staring, "I'm afraid this is it.  I guess I'll

just have to sweat."



"Heavan's no," Ann exclaimed, stepping back to the closet, "I'm sure I

have something you can wear..."



As Ann opened the closet, again hiding me with her body and again

flashing me one of her famous boner-producing looks, I heard Mattie

behind her: "Well, we're not exactly the same size, Ann, you know."



"Up top," Ann said, sliding the hangers one by one.  "But I'll find

something.  You're going to die in that."



Ann winked at me again and I had to stifle a laugh at what she had

chosen.  It was a neglige that would leave little to the imagination on

Ann, let alone buxom Mattie.  I bit my hand to keep silent.



"Here, Ann said, turning and closing the closet partway again, "this

will look fantastic on you."



Mattie took the hanger.  "This is way too small.  I'll pop out the top

if I don't ruin it."



"It'll be fine," Ann said.  When Mattie made no move to put it on she

sighed.  "Mattie, give it a try.  Don't be so prissy."



"Prissy?  Shit..."  Mattie pulled her sweatshirt over her head in one

motion, revealing a quite simple white cotton bra underneath.  Her

breasts, 36's at least and perhaps more, were held fast by the bra,

which was probably the only kind she could get to fit her.  She

unsnapped her jeans and slid them off, almost looking me right in the

eye for a moment, then stood there, magnificent in her white underwear,

arranging the neglige and preparing to pull it on.



Ann sighed again.  "That's not exactly meant to be worn with underwear,

you know."



Mattie stopped and looked Ann right in the eye for a moment.  "What are

you up to, Ann?  Trying to get my clothes off?"



"I see what you're got every day in gym.  Why would I be trying to do

that now?"  Ann's face was calm and assured.  "Maybe I make you

uncomfortable?  I never did before."



Without another word, Mattie reached around and unsnapped her bra with

one hand.  The elastic of the brastrap twanged and the bra flew away

from her chest, reveling a truly impressive set of tits.  Jugs that

large usually sag to some degree, but Mattie's hung just enough to give

you a sense of their mass.  They were full, proud, and ripe, and her

youth made them firm.  Her nipples were small, especially for those

breasts, and they sat high, almost like cherries on a sunday. Freckles

lightly dotted the tops of both breasts.  I was in awe.



Next came her panties.  She stepped out of them without bending much,

just dropped the panties and lifted one foot, reaching back to snag the

panties with her right hand, her eyes never leaving Ann's.  Her pussy

hair was so fine as to be virtually nonexistant.  More freckles dotted

the tops of her thighs, stopping abruptly at the pantyline.  Her skin

was milky white.  She was magnificent, like an amazon, her long red

hair in a cloud around her head.  She really looked every bit the

playboy playmate - large, firm breasts, slim waist, round, tight ass,

long shapely legs.  Her skin was smooth and fair - and with that red

hair and her intensely youthfull looks she was like a buxon Irish

serving girl.  She seemed to stand there for hours, motionless, though

I'm sure it was just a moment or two before she spoke.



"OK, Ann.  Was this what you wanted?"



Ann smiled that warm you're-my-friend smile and Mattie smiled back in

the same way, like a secret handshake.  "I thought you were going to try

on the camisole."



"You know it won't fit."  Again, that smile.



"Hmmm.  I guess not.  Well, we could swap..." and with that she pulled

the T-shirt over her head in one smooth motion.  Both women now stood

naked, and Ann took a step toward Mattie, her hand extended, holding

the T-shirt.



Then I made a mistake.  I clicked off a shot.  The room, silent as the

grave with all that wool carpet insulating it against outside sound,

fairly echoed with the click of the shutter.  All of a sudden Mattie

grabbed the T-shirt and held it up to her chest.



"What was that!" she said, turning around.



"What was what?" Ann asked, touching her shoulder and trying to sound

calm.



"I heard a clicking sound.  God, it sounded like a camera."  Mattie

stepped to the window and peeked around the curtains.



"Oh, that," Ann said, and here she impressed me with the deftness of

her lie.  "That's my dad's burgaler alarm system.  There are little

switches everywhere and sometimes they make noise.  It wakes you up at

night until you get use to it.  It's kind of spooky sometimes.

Here..." She stepped to the stereo, flashing me an exasperated look,

and turned the radio on to a smooth-sounding, jazzy station.  "This is

how I drown it out when I'm home alone..."



Mattie had turned back from the window, and was watching Ann's lovely

lithe body as she bent to the stereo.  When Ann turned to face her,

their eyes locked again and there was another heavy moment of silence,

with just the music to fill the space.  Mattie still held the T-shirt in

from of her, but Ann stood completely naked, and seemed quite

comfortable.



"Ann," Mattie began, "I get the feeling that something is going on here,

but I don't understand."



"Don't you?"  Ann's voice was suddenly serious, and sultry.  "I wonder.

You remember the time we watched those porny movies in the garage?"



"Sure," Mattie said, dropping her eyes.  "The guy with the big dong and

that girl who looked like a drug addict."



"No, the other one," Ann said, crossing to sit on the bed.  She had not

told me about any other film.  This was interesting.



"Um, yeah.  We didn't watch all of that one.  Susie got grossed out."



"But you wanted to watch it."



"No, I..."



"C'mon Mattie.  We've known each other for a long time.  When I showed

that movie of the two women making love I already knew what was on

it."



Mattie looked up, suprised.



"Don't you think I'd watched them before?  And since?"



"I didn't think about that.  So you knew..."



"I knew it was a lesbian film.  I knew it would turn you on - no, don't

say anything."  Ann leaned over and touched Mattie on the arm, a

light, loving touch that made Mattie wince.  "It turned me on too."



"I like boys, Ann," Mattie said quietly, her eyes full of tears.



"So do I.  But I like you too.  I like you a lot." Ann stood and put

her hands on Mattie's shoulders, then let then slide down to her

breasts.  With the music playing I could now take as many shots as I

liked with no fear off being heard.  I clicked off two almost

immediately.  I had nearly come unaided when Ann touched Mattie's

breasts; I definitely wanted this moment preserved in pictures.



Mattie's face was turned away, but she dropped the T-shirt and brought

her hands up to Ann's breasts and began to stroke them.  Ann pulled her

toward the bed, gently, and Mattie did not resist.



Women make love slowly.  I'd never seen it before, and I was fascinated

by the smoothness, the grace with which the breasts, the legs the

necks, the arms, the tummies slide and intermingle.  They spent the

longest time just kissing, just licking nipples and stroking thighs. I

was struck by how different these two girls were; both beautiful, but

in totally different ways.  Ann was like a fashion model: long limbed,

slim, with high cheek bones and gracefull hands.  Mattie was like a

centerfold: large, full breasts, hourglass figure, soft, full lips, and

a perpetually sexy look.  After what seemed like an hour, Mattie was

completely enraptured by Ann and I think Ann was fulfilling a fanstasy

all her own.  Ann finally lowered her head to Mattie's pussy, parting

her legs ahead of time to give me a good look at her pretty cunt, and

for a moment Mattie seemed about to stop everything.  She put a hand on

Ann's shoulder.



"No...  No, you don't have to do that." Mattie smiled and brushed some

stray hairs, and perhaps a few tears, from her eyes.  "This has made me

so happy, Ann, really, but I can't ask you to...  to..."



"To thuck your widdow puthy?"  Ann said, in babytalk.



They both giggled like little girls.



"God, Ann, you don't pull any punches," Mattie said, blushing.



"Why should I?  We're loving each other, and you want me to suck it, and

I want to suck it.  So why not?"



"You mean it?  You really want to?"  Mattie's face looked hopeful and

incredulous.



Ann answered by lowering her face to Mattie's snatch.  I could not see

what Ann was doing, since the back of her head was to me, but from the

look of ecstasy on Mattie's face as she writhed and moaned it must have

been the right stuff.  Again, Ann took her time, her head describing

slow, sensous circles.  Then, suddenly, she picked up the pace sharply,

and began to literally fuck Mattie's pussy with her face.  Her hands

were also doing something in there, I assumed she was fingering her,

and Mattie's breasts began to heave mightily as her orgasm approached.

Ann usually flushed red in her chest and face when she was close to

coming, but Mattie did the just opposite, her face becoming slightly

paler just before she began to come.



And come she did.  We were fortunate there was no one in the house.

Mattie really wailed.



"Ahhhhhhhhhhhh, Annie, Annie, oh, sweet...... Doooooooooooooo it!

Ohhhhhhhhhhhhh!   Oh!  Oh!  Oh!"  Mattie cried, her back arching,

thrusting her big tits into the air.  She had grabbed onto Ann's hair

and was grinding her face into her pussy.  Then she subsided, and

quickly pulled Ann up into a tight hug, Mattie sobbing tears of

complete joy.



"Oh, Ann.  Sis, that was incredible.  Oh, thank you, thank you..."



Sis? Interesting.  I'd been clicking off shots all along, of course. I

checked my camera.  I was out of film.





[Chapter 11   Mattie Meets Sir Richard]



They lay together for a few minutes in silence, Ann rubbing Mattie's

breasts gently while Mattie breathed deeply with her eyes closed. 

Then Ann began to speak.



"Was that your first time?"



Mattie opened her eyes.  "Yes.  I've, you know, done things with my

hands before..."



"Masturbated yourself?"



"Uh huh.  But I've never had an orgasm with another person.  Not a boy

or a girl."  Mattie seemed to be talking almost like a child.  She was

staring at Ann with a look that was something like love, something like

awe.



"What about Katherine?"  Ann asked.  I assumed Katherine was the girl

Ann had claimed Mattie had had a `fling' with some years before.



"You knew about that?"  Mattie said, not too shocked.  "All we did was

fool around a little, you know, curiosity.  The most we did was rub our

tits together.  I guess she must have told you about it."



"Katherine has such a flat chest.  She must have gotten lost in your big

boobies..."  Ann was staring at Mattie's tits as she said this.



Mattie laughed shyly.



"What about Phillip?"  Phillip was Mattie's boyfriend.



"Him.  Well, he likes to rub my chest through my sweater, and he likes

me to rub his...  thing... with my hands, you know."



"You don't take him in your mouth?"



"God, no!" Mattie said, seriously.  "He asked me to, but I told him he

was crazy."



"You give him handjobs."



Mattie smiled a guilty smile.  "Yeah.  But that's pretty much all we do.

He asks for more, but I've always been scared.  I think he's sort of

scared too.  Sometimes he can't even... finish."



Another shock.  Phillip Towne was yet another jock who "got all the pretty

girls," or so we thought.  Now I was finding that most of these guys did

not have one tenth the sexual experience I did, and around school I was

a nobody.  My whole worldview was changing, or would have been if I was

not totally preoccupied watching those two beautiful women lieing naked

on the bed together, stroking each other and talking about sex.



"I know what you mean," Ann said.  "Richard was like that.  Now things

are different."



"Your new guy?  He's nice looking, but he's just..." She seemed to be

searching for a word, and I guess the word today would be "geek" or

"zod", but back then it was probably "nerd." Though I was not really

that socially unacceptable, I was just not a member of the elite that

girls like Ann and Mattie generally confined themselves to.  So she

stalled when trying to find a word to categorize me.  Ann did not.



"He's incredible, Mattie.  He's the best thing that ever happened to me.

He has a cock you would not believe..."



"You've...  done it with him?"  Mattie's voice was filed with amazed

excitement, a giggle barely supressed.



"I've done it all with him.  I've sucked his cock, I've let him fuck

me.  Jesus, I've fucked him.  Dozens of times.  He's incredible.  I

can't get enough of him." Mattie's eyes grew big as saucers, but that

look of delight did not leave.  While Ann was saying all this her hand

had moved to Mattie's pussy and was stroking it lightly.  "So you're

still a virgin, Mattie?"



"Uh huh," Mattie replied, beginning to respond to Ann's touch. "Except

for you, nobody has ever touched me... there."  Mattie was staring at

Ann's hand, her eyes following its movements.



"Touched your pussy, you mean?  Your cunt?  Your box?"  Ann was using

words to turn Mattie on, and it was working.  Ann's fingers were now

rubbing her slit directly and Mattie responded.



"Oh, Ann.  Yes.  My pussy.  No one has ever touched my pussy.  Oh, my

pussy, my pussy..."  Her eyes were closed again and Ann nodded to me

with a smile.  `She's ready' she mouthed.



I quietly tip-toed over to the girls, the music hiding any sound I

might have made.  I was wearing only a pair of gym shorts, my cock

making a tent out of the front of them.  Ann carefully moved my hand

into position and let me take over stroking Mattie's pussy, in one

swift, deft move that made Mattie think it was still Ann who was doing

her.



Mattie's pussy was soft and downy, as nice as Ann's but different in

some way.  Up close I could see that she had fine red hair above her

slit, but it was extremely sparse, almost invisible.  She parted her

legs as I began to finger her clit, and moaned as Ann placed one hand

on her breast.  I was suprised that we were able to do this for several

minutes without Mattie catching on.



Then Ann placed her other hand on Mattie's other breast.  She was

kneading both nipples while I fingered Mattie's hot box, and still

Mattie did not seem to realize immediately that there were now three

hands fondling her.  Her pussy was getting wetter, her legs were

spreading wider, and her hips were just starting to move.



Then, suddenly, she realized what was happening.



Her eyes snapped open, and she made a little "Huh!" sound and lurched

toward the wall, dragging the bedspread with her.



"God!  God, Ann!" Mattie was almost screaming, except that her voice

seemed to have left her and she was gasping at us.  "Get out of here!

Jesus! I can't believe this!"  She was staring at me, eyes full of rage

and fear.



I glanced at Ann.  Incredibly, she was smiling - she seemed to be

enjoying this scene.  She reached out to put her hand on Mattie's

shoulder - Mattie recoiled, but the wall kept her from backing away -

and began to speak in soothing tones.



"Calm down, Mattie, no one is going to hurt you.  We just want to make

you feel good..."



"Get him OUT OF HERE!" Mattie screamed, her voice now back to it's full

volume.  "I can't belive this - you people are sick!  This is rape, do

you know that?  Rape!"



"Now, now, don't jump to conclusions.  I'll tell you what, you hear us

out, and if you still want to leave, you can.  OK?"  Ann was really

taking charge; and I felt so turned on by her I wanted to whisk her off

to our love nest and fuck her silly.



"Conclusions! He had his HAND in my....  God, Ann!  I'm going to call

the police!"  Mattie was hysterical, but I noticed that she was glancing

quite frequently at my bulging gym shorts.  Ann noticed it too.



"Fine, fine, you do that.  After we have our say.  Deal?"



"Oh right, Ann, whatever." She was covering herself with the bedspread,

but most of one breast was still exposed, and I could see her nipple

was erect.



"We are into sexual play, sexual adventure, Mattie, and we thought we'd

like to share a little of the good stuff with you," Ann began, sounding

as though she'd thought all this out ahead of time.  I was impressed.

"You're probably my best friend, after all, and I want to share my..."



"Friend.  That's a laugh."  Mattie glared, but could not help staring at

Ann's still-naked body.



"Well, now, you don't know some things that I do, so maybe you are not

the best judge."  Ann smiled at me.  "Why don't you intruduce Mattie to

Sir Richard?"



"My pleasure," I said, and slipped by gym shorts down below my balls.

My cock, fully erect and throbbing in the warm air, stood out proudly

for all to see.  Ann reached out to touch "him" and began to stroke the

shaft lovingly.  I dropped the shorts the rest of the way to the floor

and stepped out of them, then dropped to my knees on the edge of the

bed, my knees spread wide to give Ann access to my balls.  Mattie tried

to back away farther, but her eyes were glued to my dick.



"See, Mattie?  Isn't Sir Richard beautiful?"



"God," Mattie said, staring, "you take that inside you?  He must be a

foot long."  Her eyes were exaggerating, of course.



"Mmmmmmm, yes.  Every chance I get." Ann was staring at my cock, and I

motioned with my eyes back to Mattie.  Don't forget Mattie, Ann, I was

trying to say.  She seemed ready to forget the whole thing and suck me

off right there.  Her eyes registered my look and she snapped out of

it.



"Now, Mattie," she said, looking her in the eyes.  "You can't tell me

you are not interested in this lovely meat.  If you want, we can share

him, and we can enjoy each other too."  Ann's voice was back to that

warm, aren't-we-great-friends tone she had used when talking to a

memeber of the clique.



Mattie was obviously turned on - she had let the bedspread drop quite a

bit, and now both nipples were exposed, and standing erect, her long

red hair falling on them.  The combination of that view and Ann's

stroking had me feeling very nice.  Too nice, in fact.  I was afraid I

was about to give Mattie a protein shower...



"Forget it, Ann," was what she said, her voice very shaky.  "I'm

getting out of here." And she began to move toward the foot of the bed.

Later Ann and I would talk about this - we had both realized that while

Mattie wanted everthing we were offering, her fears and her upbringing

simply would not allow her to give in to her own lust.



Ann grabbed her arm.  "Wait, there's more."  She looked at me.



"We did not want to have to do this," I began, stepping away from Ann's

grasp and walking around to the footboard, blocking Mattie's progress

and showing her my stiff cock again.  "But I was not in that closet

alone."



"OmiGOD, you mean there are MORE guys in there?"  She looked at the

closet with horror.



"No, no," I chuckled.  "I meant I had my camera with me.  I took some

very interesting photos of Ann eating that lovely little pussy of

yours."



Mattie blanched white again and pulled the bedspread back up.

"Pictures?  That clicking sound..." she said, her voice small again.



"Yes," Ann said, "and we can develop them ourselves." My ears pricked

up at the "we".  "Now, I don't think you'd want copies of those

pictures to find their way onto Mr. Weismann's bulletin board, would

you?"  Weismann was the drama teacher.



"No," Mattie whispered.  "But neither would you, Ann.  How can you do

this?" There were tears in her eyes, but she was still staring at my

cock and Ann's tits, occasionally running her pink tongue over her

lips.



"It would not bother me a bit, besides, my the back of my head was to

the camera most of the time.  They might guess at me, but I'd assume

you are very recognizable."



"Easily," I said.



"As to how I can do this, well, let me tell you, Mattie my love: for as

long as I can remember we, all of us in the A N T D club, have thought

we were so much better than everyone else.  But we were missing out.

We were kidding ourselves.  I would not trade my man for the whole

bunch of them, and I want you to understand why.  What life is all

about."



"Sex is not what life is all about, Ann," Mattie said, but her voice

lacked any sort of conviction.



"Spoken like a true virgin.  How can you criticize what you've never

had?  Let me tell you, once you've had Sir Richard in you, you'll sing a

different aria all together."



As with Ann before, Mattie sat thinking for several minutes.  As though

she was turning the options over and over in her mind.  Part of her

wanted to join our party, of course.  Her nipples and her gaze said

that.  But she was held back by the basic moral forces that had kept

her a virgin, and these were strong indeed.  Now she was faced with a

threat.  Would she see this as a way to have her fun without blaming

herself for it?  That was what Ann had done, I was sure.



"If I don't do what you want," she began, slowly, thinking it through,

"He'll show those pictures around school?"



"I will," Ann said, suprising me.



Finally, Mattie sighed.  "OK, what do you want? What do I have to do?"

Her tears had dried, but her face held an enigmatic expression.  Was

she yeiding to rape, or to her own feelings of lust?  My mind was

reeling.  We had her!  Soon my cock would be between those lips, and

buried in that cunt.



"Do?" Ann said, "why, all you have to do is enjoy yourself.  Is that so

bad?"



"I meant, how far do I have to go? How much do I have to do?" Mattie's

eyes were nervous, excited.



Ann smiled and reached behind her to stroke my cock again. "Everything,

Mattie.  You have to do everything."





[Chapter 12   Educating Mattie]



We began slowly, as they had.  We laid Mattie on her back, and Ann knelt

between her thighs and began to lick her pussy, lightly.  I laid next to

Mattie, and stroked her big tits while sucking those cute little

nipples.  I could feel, almost hear her heart pounding through that

lovely flesh.



Ann reached up and put Mattie's hand on my cock.  Mattie gasped, but

wrapped her long fingers around it and stared down past my head. "Feel

him, stroke him," Ann whispered, then went back to her licking. Mattie

did as she was told, and soon a drop of precome oozed out over her index

finger.  "Is this OK?" she whispered, mezmerized.  She seemed to be

toying with my cock, gauging its size and heft.



"Fine," I said, gently stroking her face, "we're all warming up."



"Oh," she said, and continued stroking.  She closed her eyes and

shuddered as Ann licked her vigorously, then opened them again when Ann

stopped abruptly.



"I want to teach you something fun," Ann said, and began to move us

into new positions.  She put me on my back, and arranged Mattie to my

left, herself to my right, both of their faces at cock level.  I knew

what came next, and sat back with my head on the pillows to enjoy the

first double blowjob of my life.



Ann began to jack my shaft, then slowly took the head of my cock into

her wet mouth, swirling her tongue as she did.   Mattie bit her lower

lip then brushed the wisps of her red hair from her eyes and looked

closer.  Ann rolled her eyes and slid my cock into her mouth, taking me

about halfway.



"How can you fit it so far?" Mattie whispered.  "He's so big.  God, he

makes Phillip look like a crayon."



Ann let my cock slide out and kissed the head.  "I can take him all the

way, Mattie, and so will you when I teach you how.  But first, why don't

you taste him?"



Mattie hesistated.  She'd never had a dick in her mouth, might not have

even seen one in good light before.  She stuck her tongue out, rather

hesitantly, and stroked the side of my cock with just the tip.  Not much

of a lick, but the idea that it was her first was electrifying.  My cock

pulsed.



"Oooo, he likes you," Ann said.  "Now, do it like this..."  She took

just the head of my cock in her mouth, and gave it a series of little

suck-nips, then stuck her tongue out and swirled in over my glans. Next

she wetly slid the head into her mouth and bobbed a few times.  Then she

repeated the whole thing, three, four times.  I was quite familiar with

this, of course - it was a favorite of ours.  She could do it for an hour

without making me come.  "Now, you try it."



Mattie took my shaft in her hand and took the head in her mouth.  Her

mouth was a bit larger than Ann's so her lips pursed when she nipped

me, trying to mimic Ann's loving lips.  Her tongue was also a tad

larger, so the swirl on the glans was slower, and thicker, but

heavenly.  Even from these early experiements I could tell that Mattie

had a mouth made for cocksucking - even moreso than Ann's.  A little

pulse of precome oozed out into her mouth as she began to bob up and

down, and she moaned.



"Oooo, I think she likes it," Ann said to me, winking.  Mattie said

nothing, but continued to suck my cock.  "Don't be a piggy," Ann said,

and gently pulled my dick away from Mattie's mouth and started to suck

me herself.



Mattie looked at Ann sucking me, then looked up at me, her lips wet

with her own saliva.  Her expression was hard to gauge, sort of a mix

of wonder and nervousness, but I could tell she was also watching my

reaction to Ann's ministrations, as though she wondered how it felt. I

blew her a little kiss, and she gave me a nervous smile.



Ann handed me back to Mattie, who did not hesitate to take me back into

her mouth.  They did this for perhaps fifteen minutes, each sucking me

in turn as my precome oozed and I felt myself getting closer and closer

to a major orgasm.



Ann knew my every signal, having experienced dozens of my orgasms, up

close and personal.  She could tell I was going to come soon, and my

face must have told her that this one was going to be gallons.



Ann took me halfway down her throat, then began to stroke deeply,

deeper on each stroke, until I was buried in her throat to the hilt.

"My god," Mattie whispered, watching my dick dissapear in Ann's lovely

throat.  Ann moaned in pleasure then let my cock, all but ready to

explode, slide out of her mouth and into the air.



"Hey," I said, breathless, "don't stop..."



"Mattie's turn," Ann said, and pushed Mattie to take my cock in again.



"I can't do that," Mattie said, then opened her mouth and took just the

head in, sloshing her tongue around.



"Take as much as you can," Ann said, stroking Mattie's hair.  "Relax

your throat, try not to gag.  Breathe on the outstroke and hold your

breath when you take him in.  Let his precome coat your throat..."



Mattie did her best, which was good enough.  She took me about 4 inches

deep after trying several times.  Then she began to bob her head, her

hair gently dancing around her face.  I could hear her breath hissing on

each upstroke, and her saliva started to run down the shaft.  All at

once I felt myself sink into her mouth another inch, breaching her

throat, and I began to come.



I groaned, Mattie's mouth felt so hot and smooth and good, then felt my

first spurt go down her throat.  Mattie, unsure of herself, began

quickly to withdraw.  My second spurt landed in her mouth, right on her

tongue, and my third hit her square on the nose, sparaying little

droplets all over her face and hair.  Ann giggled and quickly took my

cockhead into her mouth, greedily sucking down the rest of my come.



Ann looked like she was in heaven, rolling my deflating cock around in

her mouth, cleaning and milking it as she always did.  Mattie looked

stunned, comelets dripping from her face and hair.  Her mouth was

slightly open, and I could see a small pool of my come just behind her

lower teeth, unswallowed.  She was staring at Ann's attention to my

cock, watching my hard shaft turning into a thick hose as Ann bathed

and sucked the head.  All at once Mattie swallwed the come in her mouth,

and bent down to lick my balls and scrotum.  Ann noticed that she had

been joined my Mattie, and began to stroke her breasts lovingly.



After the girls were done with my dong, they started in on each other,

talking in low tones as they rubbed each other's tits and pussies.



"God, Ann, you really get into it, ahhhhhh," Mattie said, writhing under

Ann's talented hands.



"You should see your face," Ann said, and began to lick the cum drops

away, snaking her tongue over Mattie's flesh.



"What happens now?" Mattie asked, and Ann smiled at her and moved into a

sixty-nine position, her pussy poised over Mattie's face, her face

already licking away at Mattie's cunt.  Between licks, Ann said, "We'll

do each other while he rests for a while.  Then we'll fuck him."



"Oh," Mattie said, her voice slghtly quivvery, "OK."  Then she began to

tenatively lick Ann's pussy.



I had come very strongly, so I knew it would be at least 20 minutes

before I could rejoin the action.  I'd thought about giving Mattie

pointers on eating Ann's pussy, returning Ann's favor, but there seemed

to be no need.  Mattie had picked up the essentials from watching Ann

do her pussy earlier, and Ann seemed perrfectly happy with the job she

was doing.



I was hard again before I thought I would be - watching the girls doing

each other with such passion probably helped.  Ann had come twice and

Mattie three times when my cock stood proud again, ready for more.



"Looks like the knight rides again, Girls."



Ann looked up from Mattie's pussy, her cheeks wet with come, and smiled.

Mattie looked to, but her face was pale and nervous.



"Let's get to it, love," Ann said, either to me or to Mattie, and pushed

me back on my back again, crawling aside me.  "Suck him a little,

Mattie, to get him nice and wet while I get this pillow under him," Ann

said, very matter-of-factly, and Mattie obeyed.  She had learned well,

and took my cock about halfway in almost immediately, bobbing and

sucking like she'd been doing it for years.  Ann slid one of her bed

pillows under my ass, then took Mattie by the arm and had het sit near

my head, her breasts in easy range of my mouth.



"Now," Ann said, closing her eyes and grasping my cock, straddling me

and inserting the head just past her labia.  "I'm going to fuck him for

a while, and he can suck your nice titties while I do it."  Ann was so

totally caught up in the moment that I don't think I could have stopped

her if I had wanted to.  She sighed deeply as she slid my cock into her

tight young cunt.



"God," Mattie said.  "Doesn't that hurt?"



"Ohhhhhhhhhhhh," Ann moaned, "So good.  Oh, Mattie it's so good..."



Mattie was slghtly hunched over, pressing her breast against my face and

watching my dick slide into Ann, slowly, deeply.



"So good, baby," Ann said.  "I love your cock, I really love your cock.

Doesn't she have nice tits, baby?"  Ann reached out and stroked my chest

as she fucked me.



"Yes," I said, and kissed Mattie's hard left nipple.



"And a hot mouth?"  Ann was almost delirious, sliding her wet pussy up

and down on my dick.



"Very hot," I said, watching her.  "You taught her well."



"And her pussy is sooooooo sweet.  You want to fuck her pussy, baby?"



"I'd love to, Ann.  But not until Miss Kitty gets her fill."



Mattie was staring at Ann's pussy and my cock, her eyes almost glazed as

she muttered: "Miss Kitty?"



"Kitty," Ann said, breathlessly, "as in pussy.  Richard as in dick. You

won't believe how good this feels, Mattie..."



"I can't believe it fits," Mattie said, almost whispering.



"Ohhhhhhhhhhhh," Ann said, an orgasm just starting, "it fiiiiiiiiits.

Oh, it fiiiiiiiiits so fiiiiiiiiiiiine..."  And then she came, her hips

rolling and bucking.  I could have come easily, but I held back with all

my will.  I knew that Ann wanted me ready for Mattie right away. Mattie

almost recoiled at the strength of Ann's orgasm.



When it had passed, Ann betn over and kissed me passionately.  "Thank

you, love.  And thank you for waiting for Mattie."



"It wasn't easy."  I smiled.



Ann slid my still-rigid dick out of her, and swung her leg over, coming

to rest at my hip.  "Your turn, Mattie.  Time to lose your little

cherry."



Mattie bit her lip.  "I don't know if I'm ready, Ann.  He's so damn

big."  She looked at Ann intensely.  "I'm awfully scared."



"You're ready," Ann said.  "But I think you'd better lay on your back."

And with that she pushed Mattie back on her back, and began to spread

her legs for me.





[Chapter 13   Mattie's Cherry]





Mattie's eyes were closed tightly as Ann spread her legs.  She gave no

resistance, but she looked plainly terrified.  My dick was hard and

ready, and I had poised myself at her cute little opening, but I was

having second thoughts.  Mattie looked much more scared than Ann ever

had.  I looked at Ann, a question in my eyes.



"Mattie, relax," Ann said.  "People have been doing this for centuries,

you know.  It's no big mystery."



Mattie opened her eyes, looed down, and saw my erect cock, the tip just

a half inch away from where her labia parted.  "It's going to hurt.

He's too big.  He's twice, three times the size of Phillip.  I'm

scared."



Ann reached down and fingered Mattie's pussy a little.  "You're also as

wet as Seattle, girl.  He'll take his time.  You'll like it.  Just try

to relax your muscles."



Ann moved out of the way and I moved up, touching my cockhead to her

clit.  Mattie jumped a little, then closed her eyes again.  I began to

run the head of my cock up and down her slit, feeling her get wetter and

wetter, and watching her small labia begin to part.



"OK," she said, breathing in through her nose and out through her

mouth, her bit breasts heaving with each breath.  "OK, but slowly,

please.  Take it....take it slowly..."



I pushed just the head of my cock into her pussy, and we both jerked.

Mattie let out a little yelp of pain, but I had jerked at the pleasure

of how incredibly tight she was.  Ann had a terrific pussy, but Mattie's

was like a vise.  I began to wonder myself if this was going to work.



I began to rock back and forth, slowly, letting the head of my cock slip

in and out of her cunt.  After a while, she got into it, pointing her

toes and rocking her hips.  Her lips were slightly parted and her

breathing was deep and slow.  I reached down with my thumb and stroked

her clit a few times and she moaned.  Ann began to stroke her breasts,

pulling and tweaking her nipples, and Mattie smiled ever so slightly.



We kept this up for a long while, me just barly penetrating her while

stroking her clit, while Ann sucked and stroked her nipples.  I had

reached around with my free hand to stroke Ann's pussy for a while, but

she moved out of reach.  She wanted me to concentrate on her friend.



After a time Mattie's pussy felt a little looser.  Not much, but I

assumed it was all I was going to get until I pried it open myself.  I

let my cock slide in about an inch, maybe less.  Again, Mattie and I

gasped together.  This was like trying to fuck a soda straw.  I could

feel that my cockhead was hitting her hymen - it felt like a little

string streched from one pussy wall to the other.  I began to press

against it on each stroke, and Mattie really began to feel it.



"Uh, oh God Ann he's too much.  Oh, no, no, he's t-t-tearing me apart.

Oh, easy, oh, God, Ann please please, oh..."



Then her hymen broke, and my cock slid in another inch.



Mattie screamed.  I stopped all progress, but did not pull out.  Ann

began to stroke her face and kiss her.  "That was the worst part,

Mattie, and it's over."



Tears were streaming down her face.  "That was m-my ch-cherry, Ann?"



"Yes.  It's gone, love."  Ann smiled warmly at her.



Mattie's tears flowed as she stared back at Ann.  I looked down at my

cock, most of it still outside, and wondered.



"Look, Mattie, if this is too much for you..." I began, but Mattie cut

me off.



"No," she said, smiling now, staring at Ann's face, "we've gone this

far.  Let's do it."



I leaned over, took a nipple in my mouth, and began to fuck her,

Shallowly at first, of course, but with a clear intention to bury my

dick in her tight pussy.



I swear it took an hour.  Every half inch I gained took her five minutes

to get use to.  She was holding my head to her breast, and grasping

Ann's hand in hers.  By the time I was halfway in, she was coming in a

long stream of little orgasms.



"Ommmmmmmmmmmmmmm, Oh, Ann it's so... ohhhhhhhhhhh God it's so

good..."



Finally, I took a deep breath and slid my dick all the way to the hilt.

Mattie grimaced and hissed in a deep breath, but she did not scream. I

began to fuck her for real.



Mattie's pussy was the most fantastic thing I had ever felt.  It was this

perfect, smooth, tight velvet sheath.  The soft little hairs, invisible

to the eye, that surrounded her tiny hole were tickling my balls on every

stroke.  Every time Mattie moved her leg or twiched her hips I felt the

virbrations on every molecule of my cock.  I swear I could even feel the

vibrations of her heartbeat through that incredible pussy.



When I was finally ready to come, Mattie was rocking her hips violently

and clasping her legs behind my butt, pulling me in.  She looked barely

conscious, her eyelids fluttering, her eyes rolling around, her face

very white.



I was in pure ecstasy.  It was like she had me in her fist, and was

squeezing with all her might, except that this fist was soft and

yeilding; the smoothest, wettest, warmest thing on earth.



Mattie rolled into another orgasm, this one the biggest of all, her

back arching, her thighs tense as steel.  Her voice was a whisper

building to a scream: "Ahhhhhhhhhhhhhh, Yesssssssssss, oh, fuck fuck

fuck fuck..." Then her thighs began to relax, though she was still

coming and coming.



"I'm goign to come, Ann, " I said, and Ann deftly leaned over us and

slipped my cock from Matties pussy, in the same motion sliding it into

her mouth.  We didn't want to get Mattie pregnant, but I had to moan a

little at leaving that perfect hole.



Mattie groaned and Ann began to finger her, to finish off her orgasm

while I came in her mouth.  My cock pulsed and jumped in her hand, and

I poured what felt like muy entire being out through my dick and into

her mouth.  She moaned, swallowing every drop, then motioned for me to

suck Mattie's pussy until she finished coming, which I gladly did.



We collapsed into a heap after that, Mattie on her back, Ann resting her

head on Mattie's left breast, me lieing between Mattie's spread legs,

resting my head on her pussy hair.  We slept for a while, utterly

sated.



When I awoke, I rose and put my shorts back on.  I checked the clock:

We'd fucked for an hour and then slept for two.



"Where are you going," Ann said, rubbing her eyes.



"Don't leave," Mattie said, a pleading in her voice, her eyes staring

at my crotch.



I smiled.  "Don't worry, girls.  I'm just going to go downstairs and fix

us all something to eat.  You two can relax and.... whatever."



"What's next?" Ann asked, smiling sleepily.  "You said something about a

fantasy?"



I had to think for a moment - oh yes, I'd told Ann I'd had a fantasy

about tit-fucking Mattie.  I was just being sarcastic when I said that,

but looking at Mattie there on the bed, her big tits shifting their

weight as she breathed, I could imagine my dick sliding between those

glorious melons and into her now-educated mouth.  Not a bad idea.



"Yeah," I said, "Maybe you can get things, uh,  ready for me, Ann."

She smiled and began to lick between those incredible tits, to show me

that she knew what I mean.



As I left the room, I heard Mattie say:



"Oh, thank you Ann.  God, that was great.  You were so right.  Do you

think he'll fuck me again? How can I ever repay you?"



I heard them moving and Mattie giggled brightly.



"Right here," Ann said.  "Lick me right here..."



So,



The queen of the high school elite was mine, and now she had given me

one of her ladies-in-waiting to play with.  Ann arranged to get the

pill for Mattie, who was eager to feel me come inside her since Ann had

descrived the experience so glowingly to her.  For the rest of the

school year, and most of the summer that followed, Ann, Mattie, and I

enjoyed a sexual romp.  Ann and I did bring Mattie into our secret

apartment, since she seemed totally won over to us, and we spent many

an afternoon, all three of us fucking and sucking and coming.  Our

senior grades were not the best, but it was sure worth it.



During that time I found that Mattie and I got closer and closer, in bed

and out.  Ann understood this, perhaps better than we did, and seemed to

encourage it.  Mattie fell in love with me, and I thought that I might

be feeling something for her too.



After the summer that followed graduation, Ann's family sent her to a

high-priced college in the east.  She did not protest, knowing that

something was growing between Mattie and I.  At first, she'd come back

for all the holidays and the three of us would meet at the apartment

for an afternoon of sex.  Those were some of the best sessions ever -

absence makes the heart grow fonder, I guess, and Ann was learning all

sorts of new things at the frat parties she was attending.  She even

started wanting me to fuck her in the ass, though we only did that

once, Mattie refusing to try it after seeing what Ann went through.

Eventually, of course, Ann got involved with someone seriously, and our

times together ended.



Mattie stayed, and we eventually got married.  We now live a blissfull

life together, the sex is still incredible and Mattie's pussy is as

tight as was when she was 16.  She has become even better at sucking

cock than Ann was.  Ann has become a very successfull businesswoman,

working for a firm that builds civic projects (Dams, parks, and so

forth).  Since her divorce, and whenever she's back in town, she stays

with me and Mattie, and for a few days or a week, it's just like old

times...

                     That's All Folks....



              )_(

PLMartian    [@ @]

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