Related Free Sites - PopUp Free!
Fetish Sex Toys | BDSM World | The Fetish Exchange

Back to More Fantasy Sex Stories and Sexual Fantasies

Explore your male and female sexual fantasies by reading the free fantasy sex stories above. Take your sexual fantasies beyond words to any of our high quality linked sites. Men & Women will love our erotic fiction and sex fantasy porn online.


All your fantasies and more come true at Fetish Club!




Archive-name: Fantasy/shorelv.txt

Archive-author: 

Archive-title: Adventures of the Phoenix



                        Part I - Shoreleave





Chapter 1



    The three starcruisers slowed as they entered the Orion star

system.  Long, sleek, and triangular in shape, they cut an imposing

figure; for these were representatives of the Imperial Fleet.  The

small private ships, merchant vessels, and scows, gave them wide

berth.  This was more than just a group of warships--this was the

First Wing, the pride of the Fleet.

    Lord Shardin sat in the command chair of the flagship, the

Phoenix II.   "Stay alert, men," he rumbled.  "This is the roughest

sector in explored space."

    "Aye, my Lord," several officers replied as they concentrated on

their control panels.

    Lord Shardin was one of the more unusual members of the Galactic

Empire.  He was a seven foot tall, bipedal cat--complete with

whiskers, a tawny mane, and a long black tail that twitched when he

was nervous or excited.  His face was somewhat human, and somewhat

lion-like.  His green eyes had a cat's slit-like pupils, and his ears

were furry and black.  His mouth was the most human part of him, with

a tongue and musculature that made complicated speech possible.  But

his teeth were sharp like a lion's.  His hands were also human-like,

except for the fur and sharp claws.  (As a favor to his lady-friends,

he kept his claws filed down very short and blunt.)

    Our description of Lord Shardin would be woefully incomplete

without mentioning a very special talent unique to natives of his

planet, Zvingai.  He, and most Zvingaians, had a strongly empathic

mind.  He could sense the emotions of those around him.  And if he

touched their foreheads with his fingertips, he could 'see' with his

mind what they were thinking, and could also send images from his mind

into theirs.

    In addition, Lord Shardin had one more very special talent--rare

even among his own kind.  When in physical contact with human females,

he could send bursts of neural energy from his brain directly into

that portion of a female's brain which causes an orgasm.  Needless to

say, word of such an unusual talent spreads quickly: Lord Shardin was

the most popular male in the whole ship--perhaps in the entire fleet.



    				*	*	*	*	*



    "My Lord, the planet Orionis bids us welcome," an ensign at the

communications console announced.  "They also invite us to spend a few

days of shore leave on their planet."

    Shardin chuckled.  "They would!  The worst pack of pirates and

slave-traders in the galaxy wants us for guests!  They just want to

see what they can steal from us.  Oh well, it may not be Dalton's

Dream Planet, but it will have to do, I guess.  Shore leave is

authorized.  But our female crewmembers will each have to be escorted

by at least one armed male for safety."

    "Aye, sir!" Then,  "Attention all hands.  Shore leave is in

effect.  Sign in with central computer to reserve your planet-time. 

Females must have a male crewmember along for protection--sorry

ladies--and all crewmembers must be armed.  "Have fun, gang!   Bridge

out."

    Lord Shardin stool up, stretched, and looked over at his First

Officer, Sha'teem, who was a handsome, olive-skinned, black-haired

humanoid.  "Number One, you have the bridge," Shardin purred as he

straightened his long black cape.

    "Aye, sir!" Sha'teem replied with a knowing grin.  His own

shore-leave would be slightly delayed, but he didn't mind giving his

captain first shot at a little debauchery.

    				*	*	*	*	*



    Lord Shardin got off the turbolift at deck G-3 and soon found

himself buzzing a doorbell.  An attractive woman opened the door, and

her eyes lit with excitement as she saw him towering over her.

    "My Lord, come in! Make yourself at home.  My quarters are

yours," she beamed.

    Shardin chuckled and wrapped an arm around the woman as he

entered.  "Hello, Sharon.  I suppose you heard about shore-leave. 

Would you care to accompany me?"  He stroked her long blond hair, and

rubbed his cheek against it as he spoke.  Sharon was one of his

favorite women on the ship.

    "Oh yes!  Thank you my Lord!" she exclaimed, impulsively hugging

him.  Just the thought of what this insatiable, affectionate man-cat

could to to her already had her excited.

    Shardin accepted the embrace graciously, and countered by

leaning down and kissing those soft lips that were begging to be

plundered.  He felt her pelvis press close against his, and then felt

arousal stiffening him, readying him for action.  His fingers itched

to make contact with her forehead--to drive her wild with ecstasy and

to enter that pulsing body right then and there.

    But no, he thought as he gently disengaged her arms from his

waist.  "Not yet, sweetheart.  Wait till we get to the planet.  The

pleasures that await us are too precious to be blunted by going down

there already tired and satisfied."

    "What is there on this planet that's so special, my Lord?"

Sharon asked, already aroused.

    "I know a place that is so...well, it's almost beyond

description.  But it's like a dinner theatre, except the live

entertainment is very sexual and erotic.  And the tables are secluded,

where you have a great deal of privace while you eat...or do other

things...."  He playfully stroked her breasts as he spoke, watching

the nipples grow taut and hard.

    "That's unbelievable!" Sharon said breathlessly.  "You mean we

get to watch people on a stage making love, while we eat and make love

ourselves?  Oh, let's go!"

    "Well, hurry and change into something seductive, dear.  Oh, and

don't wear underwear.  I want you easily accessible," he purred as he

gave her nipples one last gentle pinch.  Then he sat down and enjoyed

his own private show as he watched Sharon changing clothes.

    				*	*	*	*	*



    The shuttle deposited Lord Shardin, Sharon, and about a dozen

other crewmembers in the heart of Zeirpahl, the capital city of

Orionis.  The whole city had a carnival atmosphere, with very frank

displays of sexuality among its inhabitants.

    "These people are very uninhibited," remarked Sharon as they

walked arm-in-arm past a park.  On the grass, under the trees, and

behind bushes she could see couples locked in passionate embraces--

clothes pushed up out of the way, pelvises arching and squirming--

totally oblivious to the stares of the outworlders.

    Shardin grinned with pleasure as the emotions of the copulating

natives flowed into his empathic mind.  He had been here before,

unlike Sharon, and he was well aware of the amazing varieties of

pleasure waiting on every corner.  He was also aware of the dangers.

    "Sharon, these people believe in enjoying themselves mightily,

but they also believe in capturing anyone they can--male or female--

and selling them as sex-slaves.  That's why we're all armed, and why

you have to stay close by me.  Don't even go to the bathroom by

yourself on this world, love!"  Sharon locked her arm a little tighter

around her captain's, as they walked toward the nightclub where they

would eat.



Chapter 2



    "Table for two, front row, first class.  Come this way, my

Lord," the head waiter said as he bowed to Lord Shardin.  Shardin

smiled down at Sharon, who was fairly dancing on air with anticipation

beside him.

    "Sharon, you can call me Zarth, instead of 'my Lord', while

we're on shore leave," he murmured as they walked behind the waiter.

    "Thank you my...I mean, Zarth." she replied shyly.

    They now entered a screened cubicle with a low table.  There

were many cushions on the floor, and the back wall had a low padded

cushion to lean back against.  They sat down  and leaned against the

soft padding.  In front of them was their table, and beyond was a

circular stage which was brightly lit.

    As Sharon looked across the stage, she could just barely make

out other tables and other couples being seated.  They were part of a

circle of tables, with each table screened on the sides by partitions

for privacy.  The waiters would come through the door just behind and

to the left of where they sat.

    "Zarth, won't the servers interrupt some rather private goings-

on to bring the food?" Sharon asked.

    "No, love.  The food and drinks are all brought in at the

beginning, on a large tray, and the servers don't return unless you

ring for one."

    "How convienient!" she murmured, settling back against his chest

and turning her face up to nuzzle his furry neck.  She was pleased to

hear his purr of contentment as he drew her onto his lap and encircled

her with his arms.

    The food quickly arrived, and was set out by a nearly naked

young man of sixteen or seventeen, whose small loincloth had an

unmistakeable bulge in the front.  He obviously enjoyed his job. 

Shardin grinned at Sharon, as she eyed the bulge, and then addressed

the boy.  "I bet you get some interesting tips in this place, don't

you, boy?"

    "Yes, master, very nice tips," the young slave murmured, smiling

as he set out the food.  Shardin placed a monetary tip in a pouch

hanging from the side of the loincloth, then asked the boy, "What

other kind of tip is your very favorite to receive?"  He winked at

Sharon, who was by now grinning wolfishly.

    "I like most anything you can think of master, but mostly I like

it when a strong man gives the tip.  They are so firm, and their hands

are so nice."  He glanced shyly up at Shardin, who looked a little

surprised.

    "I've...uh, never tried anything with a male before; but I

suppose just this once..." Shardin said with a wry expression.

    Sharon giggled at his discomfort.  "Why don't you use your mind-

meld on him?" she whispered.

    "I don't know if it works on males.  But...I guess it might be a

fun experiment." Shardin grinned sheepishly.  "Kneel down here, boy!"

    The boy went down onto both knees, legs wide apart, with his

hands on top of his thighs.  The bulge in front of of his loincloth

pulsated with excitement.

    "Take that loincloth off first, boy.  I want to see what I have

to grab!" Shardin growled in mock anger.  The boy hurriedly obeyed,

then kneeled down again, knees even further apart, with his exposed

shaft painfully erect and begging for attention.

    Shardin winked at Sharon, reached down and grabbed the boy's

phallus in one hand, and began gently squeezing it rhythmically.  His

other hand went to the boy's forehead.  The little pulses of energy

began to slide from his powerful mind into the boy's brain as he

searched for the right location to home in on.  Shardin felt the boy's

pelvis suddenly arch.  "Ah! Found it!" he thought, smiling.  He then

flooded that small spot on the boy's brain with energy, pulsing in

rhythm with the squeezing of his hand on the throbbing penis. The

slave moaned with pleasure and began pumping energetically.

    At this point, Sharon got in on the fun by reaching between the

boy's parted thighs and tickling his balls lightly with her

fingertips.  A few seconds of these combined sensory onslaughts was

more than the boy could stand.  With a strangled groan of ecstasy, he

ejaculated into the air.

    Shardin released the boy's forehead, but held the throbbing

penis a few moments longer, watching with amusement as little squirts

still pulsed out of it.  Finally it stopped, and he let go.

    "Ohhh! Thank you master!  You have amazing powers in your mind,"

the boy panted.  "Do you come from the gods?"

    "Not at all, boy!" Shardin laughed as he washed his hands in the

tiny sink built into the side of the table.  "Now, get back to your

work, before your owner comes looking for you with a belt."

    "Yes, master.  If you need anything at all, just ring the bell." 

Then the grinning, satisfied slave left--putting his loincloth back on

as he went.

    Sharon got back in Shardin's lap, still chuckling.  "Did you

enjoy yourself, Zarth?" she teased him.

    "Well, it was a totally new experience for me, I'll say that

much!" he laughed.  "But young boys just aren't my 'cup of tea'.  I

prefer females squirming in my grasp."  He tickled Sharon, and was

promptly rewarded by frantic squirming and giggling.  Then they

settled back and began sampling the food and wine.

    "Oh look, the show is starting," Sharon whispered as she leaned

back against Shardin's chest.  She hiked her skirt up slightly as she

sat between his legs, so that she could feel the cool satin of the

pillows against her already-moist groin.  She lovingly put a few

morsels of the exotic food into Zarth's mouth, then leaned back

against him to watch the show.

    A man and woman--basically humanoid--began dancing in an erotic

fashion to music that had a Middle Eastern flavor to it.  As they

sidled back and forth around each other, they fondled each other's

genitals, all the while moving rhythmically to the beat of the music. 

And piece by piece, their clothes came off, also in rhythm with the

music.

    Sharon watched in growing excitement as this sexual performance

very slowly unfolded before her.  As she put a succulent piece of

seafood into her mouth, she felt Zarth's hand slide down between her

legs.  "Mmm..." she sighed, spreading her legs as she relaxed in his

arms.

    The dancers were almost ready to engage sexually, and Sharon was

moving her pelvis up and down to the rhythm of Zarth's fingers as he

rubbed her clitoris.  The female dancer was kneeling often during her

performance, and giving her partner's erect shaft some slow,

languorous licks with her tongue.  The man on stage moaned with

pleasure, and stood spraddle-legged, thrusting his pelvis back and

forth.  Each time, the woman would coyly hop up and dance away from

him.  As the man finally kneeled down, face up, the woman approached

and presented her loins to his tongue while standing stiffly, legs far

apart.  As her pelvis began to arch, the man jumped up, grinning, and

grabbed the woman.  He carried her, struggling, over to a pallet on

the stage floor, as the music intensified.

    Sharon, in the meantime, was groaning and throbbing on her own. 

Finally, she turned around facing Zarth and straddled his loins.  He

quickly unfastened his pants, and she mounted the large phallus that

now protruded from his lion-like sheath.  "Ooh, that feels good,

Zarth," she murmured as she ground her pelvis back and forth against

him.

    Zarth encircled the young woman with his arms and rose onto his

knees, carrying her with him, impaled on his rigid organ.  Turning to

the side so Sharon could still see the show, he began pumping his

pelvis up and down.

    Sharon wrapped her legs around Zarth's body and wriggled with

pleasure as he thrust her up and down effortlessly.  She stroked his

muscular back with her fingers, feeling the muscles twitch as she

tickled him a little.  The dancers were coupling now--with the woman

on her hands and knees, her back arched, rear end up, knees spread

wide.  The man, on his knees behind her, was thrusting in and out of

her while he reached around her and caressed her breasts.  The woman

moaned and dropped to her elbows, laying her forehead on the pallet as

they pumped with the rhythm of the music.  The man's hands slid down

her belly  and began to rub her clitoris as he lustily pounded his

penis in and out of her loins.

    Zarth laid Sharon down on her back on the soft cushions, still

thrusting within her.  His own passions began mounting in time with

those of the performers.  The tips of his fingers touched Sharon's

forehead, and she sighed, "Oh yes, Zarth!  Please...do that to me. 

Fuck me with your mind, too!"

    His mind pulsed the energy into that special spot in her brain,

in rhythm with his own thrusts, in rhythm with the man and woman on

stage.  Sharon felt the electricity, not in her mind but in her

pelvis...spreading, pulsing, aching.  She held Zarth tighter, and

ground her loins against him, smothering her moans in the fur of his

chest.  The waves of pleasure rode higher and higher, finally cresting

as she shuddered, cried out, and arched her pelvis against her

marvelous captain.

    Zarth felt the spasms in Sharon's vagina as she climaxed, and

poured more energy into her--bringing her orgasm to an almost

unbearable height of clenching, shuddering frenzy.  Then he eased back

out of her mind and concentrated on his own orgasm, which was not far

behind.

    Zarth and Sharon were now way ahead of the couple on the stage. 

He pounded hard and fast in and out of her tight, wet sheath.  As he

felt his own climax rising, he pushed his face into the cushion to

smother the loud lion's roar which always came forth when he

ejaculated.  Even muffled, it was audible, and he wondered how many

heads might have turned to look for the pet lion someone had brought. 



    As his orgasm--and Sharon's--subsided, he shuddered a little

with the aftershocks and collapsed on top of her.  "Ouch!  Zarth,

you're too heavy!" her voice squeaked beneath him.

    "Sorry love," he panted, and rolled over, putting her on top. 

"That better, baby?" he whispered, pulling her even closer and kissing

her passionately.  Thoroughly exhausted, they lay quietly and watched

the show.

    The performers had now changed positions, and the man was bent

over the woman's parted thighs.  His tongue teased and enticed her

throbbing clitoris, and she arched and moaned, trying to push hard

against his tongue and gain the blessed relief of orgasm.  But he

wouldn't let her off so easily.

    He then rose and straddled her face, making her work on him for

a while, still in rhythm to the pulsing, erotic music.

    "Zarth, are they really doing all this, or is it just acting?"

Sharon whispered as she squirmed luxuriously on top of his body.

    Zarth chuckled and also squirmed a bit, still feeling pleasure

in that part of him still embedded in her loins.  "They're really

doing it, honey.  He'll eventually ejaculate, possibly in some way

that will allow the audience to see it.  But not before some more

diversions and actions.  I've seen this act once, and there will be

another man to come in rather soon, and it gets a little kinky then. 

you might find it a bit disturbing."

    "What will they do that's so bad?" she murmured sleepily.

    "Just wait and see for yourself, sweetheart," he smiled.

    "Do they get paid to do this?"

    "No, I doubt it.  Those are two slaves out there, probably owned

by the same master.  And the third one to come probably is, too.  They

have to perform well, or their master will take a strap to them

later."

    "Doesn't sound like a very nice man, to me."

    "Actually, the owner may be a woman just as easily as a man. 

But you're right.  Not a nice person to have to obey.  This is a very

barbaric planet."  He then yawned.  "I think we'd better sit up before

we fall asleep, dear."

    They got up and settled back against the wall again, drinking

some wine and sampling more delicacies on the table while waiting for

the third member of the act to show up.

    

Chapter 3



    Sharon and Zarth watched in peaceful contentment as the man and

woman began copulating in earnest--all foreplay over.  Suddenly

another man rushed onto the stage, shouting and gesturing angrily.

    "That's the angry husband, discovering his wife fooling around

with his best slave," Zarth whispered to Sharon between sips of wine.

    The angry man took his belt off and started whipping the still-

entwined couple with it.  Sharon gasped.  "Are they really getting

hurt by that?"

    "Probably not much," Shardin said, shaking his head.  "Those are

only light blows he's giving--more noise than impact.  So that part,

at least, is just acting.  But it gets wild from this point.  The

restaurant tries to cater to all kinds of tastes, I suppose, but they

leave mine behind about this point.

    The scene continued for a few moments, as the man's wide belt

smacked whatever target the struggling couple provided.  Then they

rolled apart, cowering in fear.

    The angry husband--and master--pointed a finger at his male

slave, who tremblingly assumed an obedient position of submission:

down on his knees, legs far apart, head down, and arms at his sides. 

His master then pushed on the young man's chest, forcing him to lean

backwards until his hands had to reach back to the floor to hold

himself up.

    The naked slave was now leaning back, knees still spread, feet

tucked under him, with his still-erect cock and balls helplessly

exposed to the master's belt.  Sharon gasped as she saw the belt begin

smacking it's target mercilessly.

    "He's not hitting him hard, Sharon.  It's only an act, now,"

Shardin whispered, though he himself had his doubts.  He pulled her

back into her lap and stroked her body soothingly, to distract her

from the disturbing scene.

    Then the woman, who had been cowering on the pallet, rushed to

the aid of her lover.  She threw herself on top of him to protect him. 

Her husband continued using the belt, only now on her bare, wriggling

bottom.  Somehow during the course of the whipping, her loins again

found the slave's throbbing penis, and the two joined once more.  The

husband/master dropped his belt, dumbfounded at the spectacle.  As he

watched, he discovered a new feeling growing within him: arousal.  He

loosened his pants and brought out his own erect shaft.  By this

point, the rutting couple had turned over, so his male slave was on

top, knees drawn up, backside temptingly exposed to his angry master's

lust.

    The master dropped to his knees behind his slave, and mounted

him quickly and brutally.  The slave winced and looked back in

surprise at the sudden penetration, but then continued satisfying his

lusts on his master's wife.  The master began pumping energetically

against his slave's wide-open rear, satisfying both his anger and his

new-found lust.  The music set the pace for the trio as they thrust

against each other, with the two males reaching a climax

simultaneously.

    But just as the slave  was beginning to ejaculate, the master

pulled him backwards, hard and suddenly, so that he was jerked out of

the woman.  He fell over backwards, still impaled on his thrusting

master, and his semen spurted out of his exposed shaft in view of the

whole audience.  He groaned and pumped at the air as his orgasm

continued without the aid of a vagina, while his master grinned

vengefully and pumped his semen into the comfortable tightness of his

slave.

    The woman lay spread open, still throbbing, denied the climax

that she was so close to attaining.  The master dismounted, dismissed

his now-obedient slave, and walked over to the woman as he tucked his

satisfied organ back into his pants.  He picked up the belt again, and

the woman cowered, clutching her groin with both hands.  He barked an

order at her, and she turned over, face down.  Another order, and her

knees pulled up under her, hiking her butt up in the air, with her

legs spread wide apart.  Another order, and one of her hands reached

under her own body and found her swollen clitoris.

    The woman began stroking her aroused organ as the man stood over

her, one foot on each side of her body, with his back to her head.  He

was facing her squirming backside--stuck so high above the rest of her

body--and suddenly, he came down with the belt...smack!

    Sharon jumped with surprise--even as the woman on stage jumped

when the leather belt arched straight down between her 'cheeks' and

slapped against the lips of her vagina.  The woman doubled her efforts

with her fingers, trying to bring herself to climax quickly.  She knew

the belt would smack her again, and again, until she climaxed.

    Somehow Sharon figured that subtle bit of information out, and

watched in suspense as the woman strived to ignore the pain (or was it

arousing her?), and build up the pleasure in her loins.  Sharon found

Zarth's hand massaging her own aching groin gently, and realized she

was becoming aroused again.  His fingertips touched her forehead, and

she leaned back against him to enjoy the pleasure he wanted to give

her, and closed her eyes to the debased spectacle on the stage.

    As the woman on stage became more and more aroused, her pelvis

instinctively began thrusting up and down, as if she were rutting on

an imaginary lover. These thrusts also made her rear push rhythmically

up higher into the air to meet the belt that invariably came down at

just the right moment.  The thrusting and the whipping achieved a

harmony with the ever-pulsing music, and the woman climaxed, crying

out and grinding her pelvis into her fingers as the belt stopped

smacking.

    At the same time, Sharon ground her clitoris against Zarth's

hand and moaned with her own orgasm.  The lights on the stage began to

dim.  The show was over.  Sharon lay back against her captain, totally

exhausted and happy.  Zarth grinned and stroked the young woman's

hair, kissing her with gentle affection.

    "Did you enjoy yourself, sweetheart?"  he whispered in her ear

as she snuggled in his arms.

    "This place is totally...absolutely...unbelievable!" she

murmured with a chuckle, and opened her mouth for the grape he held to

her lips.  She rested and enjoyed passively being fed tidbits of

exotic food by her captain, while she dreamed about what other

exciting pleasures might be found on this decadent planet.



Chapter 4



    Sharon and Lord Shardin stood together as they waited for the

shuttle back to the ship.  "Can't I stay on the planet with you for a

while longer, Zarth?  It would be lots of fun," Sharon pleaded, as she

kissed him and nibbled his furry ear.

    "Sorry, honey, but this planet is just too risky for a beautiful

woman like you.  I want to know you're safe on the ship while I do

some scouting around on the bad side of town."

    She snuggled under his long cape, and stroked his cheek and

neck.  "Oh, all right.  But you be careful, too.  I'll be worried

about you while you're down here.  What are you looking for here?"

    "I thought I would check out the slave auctions in the west

quarter.  See if I can't rescue one or two promising young ladies and

bring them back to the ship, as trainees.  Deck G-3 is still a little

empty, in my opinion."

    "Ah, I should have known you'd be thinking of that, you old tom-

cat!" she snickered as she playfully ran her hand caressingly down the

ever-present bulge in his pants.

    "Mmm...why is it I can never get enough of that?" he sighed with

pleasure, wrapping his cape more snugly around them to give more

privacy to her actions.  A few other crewmembers looked in the

opposite direction, smiling slyly at one another as they heard their

captain purr softly with contentment.

    "Here's the shuttle, my girl!  Don't worry...I'll be back up

there in a few more hours."  He kissed her passionately, holding her

tightly and moaning softly as she caressed the bulge in his snug-

fitting pants again.

    "Zarth, be careful; and thank you for a most unforgettable

evening.  It was wonderful--and so were you!"  She kissed him, gave

his crotch one more playful pat, then hopped onto the shuttle.

    As Sharon relaxed in the shuttle, she thought about her life on

the ship.  She had been a hooker on an obscure planet called Earth,

before she was spirited away and found herself on Lord Shardin's star

cruiser.  Several other prostitutes had been taken from Earth, too,

and now they were all her friends and fellow trainees for careers in

the fleet.

    The Fleet liked to keep a good male/female ratio on their ships,

for morale.  But not many women with the Empired enlisted, so they

solved the problem in another way.  Every inhabited planet in the

galaxy had prostitutes.  It was also a known fact that those women led

lives of misery, abuse, and hopelessness.  So the ships of the fleet,

at their own discretion, would abduct a few prostitutes from time to

time.  Their societies would never miss them, and their lives would be

so radically improved that the girls would feel they had been rescued,

not abducted.

    They were educated, trained to be useful crewmembers on the

ships, and treated with affection, compassion, and respect by the male

crewmembers.  No 'official' demands were made of them sexually--they

were no longer prostitutes--but they were usually so grateful for

their improved lives that they reciprocated of their own free will. 

They were happy, and they kept the males happy.

    These trainees always lived on deck G-3 on the Phoenix II, and

the deck had acquired the nickname of 'P-deck', in honor of the former

prostitutes quartered there.  Sharon smiled a little as she thought

about Zarth 'rescuing' a couple of sex-slaves from the auction.  The

ratio between males and females was pretty good already, but with an

insatiable, sex-hungry lion aboard, they could always use a few more

girls!

    				*	*	*	*	*



    Lord Shardin strolled through the marketplaces, soaking in the

atmosphere of this disreputable city.  The slave-auction building was

just ahead.  He had pulled this stunt once before, and it was such

fun!  Buy a female slave, lead her away, then tell her that she is to

be a crewmember in the Imperial Fleet--that she is no longer a slave. 

It was such fun to watch the fearful cringing change into hope, then

finally into exuberant gratitude as the woman realized she had been

rescued from a life of degradation.  He might even buy two women, if

his money held out.  Two naked women expressing their gratitude to him

would be even more fun!

    Lord Shardin reached the auction and moved up toward the front

of the crowd so he could see the 'merchandise' better.  Aliens of all

varieties made ample room for this tall, regally dressed officer of

the Fleet.  The auctioneers also saw him and bowed respectfully,

increased profits shining in their eyes.  They would bring out some

special prizes to tempt this powerful aristocrat from the Empire.

    Shardin leaned against a post and watched passively for quite a

while without bidding.  He needed to get a feel for how much to bid

first, so he wouldn't make a fool of himself.  But as each young woman

or man was brought out, and he sensed the fear emanating from the poor

victim, he found it hard to resist the urge to bid.  He wished he

could liberate the whole bunch.

    There was a standard routine to this business of selling sex-

slaves.  First of all, they were always naked, and had their arms

bound behind them.  This position showed the females off especially

well, since it caused their breasts to stand out proudly.  If a slave

tried to cower or slump, a soft leather strap was applied to various

parts of their bodies, to the delight of the raucous crowd.

    Many of these people had no intentions of buying--they only came

to watch the show.  And it was often quite a show!  As the bidding

began on each slave, the handler would always fondle the slave--male

or female--to get them aroused.  If they resisted, he would sometimes

whip them.  But in the case of females, this particular handler would

simply throw the woman to the deck on her back, pin her legs far apart

with his own legs, and continue arousing her against her will.

    Of course, the bids would always sky-rocket during this

'procedure', and the crowd would yell suggestions and 'helpful' hints

to the busy handler.  Shardin chuckled as he watched yet another woman

squirm and shiver with involuntary pleasure under the relentless hands

of this professional.

    This handler used a much different tactic when the slave was a

young male.  He would force the slave to stand with his legs far

apart, pelvis thrust forward, facing the audience, while the handler

stood behind him.  He would then reach around the young man's neck

with one arm, pinioning him, while his other hand reached around to

stroke, slap, and pump life into the man's often flaccid organ.  If

the slave dared to move his legs or struggle, the handler would reach

for the strap hanging on his belt-hook, and use it on the helplessly

exposed genitals, while still pinioning the young man's neck with his

other arm.

    The application of a soft leather strap always had the amazing

effect of arousing, rather than deflating, the slave's throbbing

shaft.  In addition, it drove the crowd wild, and the prices shot up,

especially among the wealthier ladies in the crowd.  If one of these

ladies bought a young male slave, you could be sure she would have a

leather strap hanging conveniently on a wall, and that it would be

used often.

    However, the handler also had more ejoyable tactics which he

employed to titillate the crowd.  With one particular male slave, the

handler invited several of the female bidders to come to the edge of

the stage, while he had the boy kneel on the stage's front edge, knees

wide apart, pelvis thrust forward.  This slave was not struggling, and

was already very aroused and willing to obey anyone.  The women

snickered as they stroked and played with the boy's large, rigid

shaft, and he bucked and thrust against their hands and moaned as he

leaned back against the handler with his eyes closed. All his most

wonderful adolescent fantasies came to life as the women took turns

squeezing and pumping his engorged penis. After a few minutes, the

slave-boy ejaculated wildly into the air, to the delight of the women

and the entire crowd.  Needless to say, he brought a good price, and

was led away by the middle-aged woman who had been pumping the boy's

cock at the time he ejaculated.

    "Well, I guess a few slaves enjoy their lot in life," Shardin

mused with a grin as he watched the satisfied, happy boy leave.

    Then a strikingly beautiful young woman was brought onto the

stage, and Shardin stepped forward with interest written vividly

across his face.  She had red hair--long and wavy--a porcelain-

delicate complexion, and a slender, aristocratic face.  Her eyes were

as green as his, and more importantly, she had a look of smoldering

anger, rather than fear, in those eyes.  She squared her shoulders and

stood proudly, defiantly, and stared her audience down.  "She'd make

one hell of a security guard!" Shardin mused, impressed with the

girl's dignity and bearing.  This was the one he had to save, even if

it took every credit he had.



Chapter 5



    "Ladies and Gents, I have a rare treasure to offer you now," the

auctioneer spoke with pride, glancing at Shardin hopefully.  "This is

a young woman captured by a raiding party on a remote planet beyond

sector 10.  She has never been a slave before now, and this is her

first sale.  She's not a virgin, but she's not what you would call

'experienced' either."

    Shardin looked at the young woman.  "Beyond sector 10..." he

silently mused.  "I wonder if she's from Earth?"  Then he heard the

bidding start.

    "Five thousand credits," a voice piped up to Shardin's right. 

"Ten thousand," Shardin countered, hoping the sudden jump in price

would make the sale short and sweet, for the girl's sake.  He could

already see the handler's hand sliding onto her groin, and her cheeks

were flushing with anger and embarrassment.

    The young woman, who's name happened to be Caitlin, looked

quickly at the owner of that deep, mellow voice which had just doubled

the bid on her.  She locked her eyes on the green eyes of a well-

dressed, strangely handsome creature with the features of both a human

and a lion.  As another bid quickly came, she saw him bid again in

that quiet, dignified manner of his.

    While she stared at him, she realized that the handler's fingers

were now on her clitoris.  She had been warned beforehand about

resisting, but without hesitation, she spun her body violently around

to face the startled handler, breaking free from his grasp.  Her knee

came up, but missed his groin and only bumped his leg.  "You keep your

dirty hands off me!" she snarled, backing away a few paces.

    The handler's face darkened with anger, and his hand went

instantly to the strap hanging at his side, and Caitlin felt fear

beginning to rise in her.  She had no chance against that strap, with

her hands tied behind her and not a stitch of clothing for protection. 

The strap was now in his hand, and he was slowly walking toward her. 

Then both she and the handler heard Shardin's low, menacing growl.

    The handler stopped short, looked uneasily at Shardin, and

realized that if he used the strap on this girl, he would be putting

his life on the line.  He hung it back on his belt, and Shardin gave

him a brief nod of approval.  Then Shardin looked at the frightened,

uncertain girl, and silently motioned with his eyes for her to return

to the handler.

    Caitlin stared at the green-eyed man-cat, who nodded briefly at

her, then smiled and winked as he motioned again for her to return to

the handler.  She hesitantly moved toward the handler, all the while

keeping her eyes on Shardin's.  Then the handler had his hands firmly

on her again, and the bidding continued.

    Caitlin once more felt afraid as the man behind her began

caressing her again.  She looked desperately at the man-cat, who

shrugged slightly, smiled and winked again at her, as if to say, "It's

no big deal.  Just enjoy it."  He had just doubled the latest bid on

her, so she knew he meant to have her.

    The handler had pushed her feet far apart with his feet, and as

she stood spread out and exposed, she felt the first waves of aching

pleasure growing in her loins.  She could not stop her pelvis from

pushing against the expert hand that rubbed and aroused her throbbing

groin.  These feelings were new to her, and she tried in vain to

ignore them while she watched the man-cat calmly and quickly outbid

anyone who dared to bid against him.  She felt her pelvis

instinctively thrust up and down in cooperation with the hand that

stroked her so expertly, not realizing that she was moving ever closer

to orgasm.  She barely heard the auctioneer announce, "Sold, to the

officer of the Fleet, for 50,000 credits!"  But she did hear the

thundering growl that addressed the handler as he continued rubbing

her throbbing sex.

    "Take your hands off of her!  Now!" Shardin quickly growled as

the sale was announced as final.  He could see that the girl was

getting close to orgasm, and he did not want her humiliated publicly

in that way.  The handler hastily released her--so quickly, in fact,

that she dropped to her knees, flushed and panting and a little

disoriented.  He reached up and put his hand on her shoulder and

squeezed it gently, bringing her back to reality.  "Don't be afraid. 

You're safe now," he said as he smiled up at her.

    There were a few boo's from the disappointed crowd; they had

wanted to see the girl climax.  Shardin stared ominously at them, and

they quickly shut their mouths in fear.  It was not wise to cross the

path of an officer so high up in the Fleet.  Shardin then paid the

auctioneer, had the handler untie the girl, who was still sitting on

her knees at the edge of the stage, then lifted her off the stage to

stand beside him.  As she looked up at him in mingled fear and relief,

Shardin took his cape off, and wrapped it around her shoulders.

    "Thank you," she whispered, still a little dumbstruck by the

events of the past several minutes.  She gladly leaned against him as

he led her away from the crude, side-show atmosphere of the auction

block.

    Once they reached the street, Shardin hailed a taxi, so the girl

could rest in privacy.  He helped her in and ordered the driver to go

to a clothing store in a better district.  Then he addressed the now-

shaking young woman.  "What is your name, dear?" he asked gently, as

he stroked her hair.

    "Caitlin," she said in a voice that barely held back the sound

of tears.  "What are you going to do with me now that you own me?" she

asked with tears glistening in her eyes.

    Shardin held her closely, comfortingly, as he replied.  "I don't

own you, Caitlin.  I just bought you to get you away from that damned

place.  I am not your master.  I'm only your friend.  My name is Zarth

Shardin, and for now, at least, you can call me Zarth."

    Caitlin was crying too hard by now to reply with words, but she

slipped both arms around the shoulders of her benefactor and hugged

him tightly in gratitude.  As she continued to hold onto him and press

her face against his warm, furry chest, she felt him gently ease her

onto his lap and cradle her like a child.  She closed her eyes and

gradually drifted into sleep as she let him stroke her, rock her, and

purr softly in her ear.  All the fear and tension slid from her during

the brief nap, and later when Shardin gently woke her, she smiled at

him and kissed him on the cheek.

    He bought her some clothes in the store while the taxi waited,

then rode to the shuttle-landing pads.  She had quickly recovered from

the shock of this day, and relaxed calmly in Shardin's warm embrace as

they waited for a shuttle.

    "What planet are you from, Caitlin?" he asked as he ran his

fingertips up and down her spine.

    "Earth," she replied.  "Have you heard of it?"

    "Been there once.  Beautiful place--from orbit, at least. 

That's as close as I got.  But it worries me to think that Orion space

pirates have found it.  I think the Fleet will have to start

patrolling that sector now, to protect your people."

    "That sounds like a good idea.  Do you think I'll get to go home

to Earth soon?" she asked.

    "No, sweetheart, I'm sorry.  Earth doesn't know about us yet,

and you've seen too much.  Besides, do you really think you'd be happy

stuck on a primitive planet in the hind end of the galaxy, now that

you know what wonders and excitement await you?"

    "I guess I wouldn't.  But still, it's my home, and I'll miss

it..."  Her voice broke slightly, and Zarth once again wrapped his

arms around her comfortingly.  But this time there were no tears.  She

just relaxed against him, totally open to whatever he might want to

do.  She was finding herself more and more attracted to this handsome

alien.







Chapter 6



    As the shuttle cleared the atmosphere, racing to the trio of

space cruisers in high orbit, Caitlin gasped in awe at the glittering

stars.  "It's so beautiful up here!  And so many more stars than I

ever saw from Earth."  She leaned contentedly against her rescuer, and

was pleased when one of his hands crept across her breast.  She liked

the feel of those strange, but kind, hands as they gently stroked her

breasts, hidden under the velvet cape draped across her.  She began to

feel the same throbbing in her loins that she had felt on the auction

block, and wondered why she had never felt that way with boys on Earth

when they had made love with her.

    The shuttle arrived within minutes, and Shardin escorted her to

her quarters.  These quarters were not on P-deck, but were instead

very close to Shardin's quarters.  Caitlin tried to listen as Shardin

explained how to work the various appliances in the quarters, but her

mind was on him.  Of course, he sensed her attraction, and after a few

more explanations, he gathered her in his arms.  "I know I may be

rushing this a bit, Caitlin," he purred in her ear, "but I would

really like to give you a proper welcome to my ship, in a very special

way."  He kissed her with warm affection, and said, "Would you like to

make love with a creature from another planet, darling?"

    "Mmm, yes Zarth," she mumbled as she returned his kiss,

marvelling at the velvety softness of the fur around his nose and

mouth.  "Just like a horse's nose--so soft!" she silently mused.

    They melted into a languorous embrace, and their clothes began

dropping to the floor, piece by piece.  Finally they stood naked in

front of each other, and Caitlin was awed by what she saw.

    Shardin's body was incredibly muscular, and was covered with

short fur--black on his back, ears, eyebrows, and tail; but fading to

tawny brown as it approached his hands, feet, belly, face and

genitals.  And there Caitlin was even more awestruck!  She ran her

hands lightly down his belly to the soft, velvety-short fur of the

sheath that held his phallus close to his body.  "Just like a lion's!"

she murmured as she stroked the smooth sheath and felt the shaft

within throbbing, hardening, beginning to emerge from the opening.

    She also stroked his large balls, amazed at both the size of

them and the lack of curly pubic hair.  Instead, there was the same

'horse-nose-soft' fur, too short to see against the tawny-gray skin. 

He moaned softly, purred, and stood with his legs apart and stiff,

while she caressed him.

    "Ohhh...Caitlin!  If only you knew how good it feels when you

stroke me there," he murmured, almost in a trance with the pleasure. 

He shuddered a little, and grinned as she playfully tickled the firm

balls and velvety sheath with her fingertips.

    "Why don't you lie down on the bed, my big tomcat, so I can see

what I'm doing better?" she suggested, and Zarth obeyed, already stiff

with desire.  As he lay on his back, legs spread wide, Caitlin sat

down between his muscular thighs, and rubbed her cheeks against the

smooth, velvety fur of his sheath.  Then with her hands she began

stroking, massaging, and sometimes tickling him, in this sensitive

region.

    Shardin moaned, almost incapacitated with ecstasy.  His swollen

penis had now emerged fully from the sheath, and throbbed with intense

desire.  He chuckled as he saw Caitlin staring at it in wonder.  "Do

you think it'll fit??" she whispered, wide-eyed.

    "It always has before, love!" he laughed.

    Caitlin continued caressing him with her fingertips, but also

leaned over and gave the head of his engorged  shaft a tentative lick. 

She was rewarded by his groan of intense pleasure, and tickled the

head more with her tongue.

    Zarth arched his pelvis and shuddered, his breathing becoming a

little ragged as Caitlin's tongue teased his cock mercilessly.  He

gasped when she wrapped her soft lips around the sensitive head and

swirled her tongue on it voluptuously.  She then began sucking on it

as her tongue caressed it, and Zarth clenched the bedsheets with his

clawed hands, almost mindless with desire.  His pelvis began

instinctively pumping, beyond his control.  Only with great difficulty

did he manage to regain his senses and gently pull her away from his

pulsing loins and up to his mouth.

    Zarth kissed those wonderful lips, and caressed Caitlin's body

lovingly as she lay on top of him with her legs spread and entwined

with his.  The tip of his phallus touched the lips of her vagina, and

throbbed with desire to enter.  But he waited, now in control again. 

"Now, let me make you feel as wonderful as you're making me feel,

Caitlin," he purred, as he gently laid her on her back.  He knelt over

her beautifully pale body and began kissing her breasts, neck, and

abdomen, as his hands gently massaged her groin.

    Caitlin sighed and smiled with gentle pleasure, enjoying the

luxurious treatment she was receiving.  She had absolutely no idea of

the intense arousal and mind-searing ecstasy this man-cat intended to

invoke within her body.  She had made love a few times in her life

with old boyfriends, but had not been very impressed.  The guys got

all the pleasure and left her wondering what she was supposed to feel. 

And when would 'it' happen--this mysterious thing called orgasm she

had heard about?  Well, the time had arrived: she was now in the hands

of a true master of the game.

    Zarth's mouth moved down to Caitlin's groin, replacing his hand. 

He had already guessed that this girl had not yet experienced orgasm. 

Her familiarity with using her mouth to stimulate him suggested that

she had been on the giving end a few times, but never the receiving

end.  She had obviously been with a few rather selfish, immature boys. 

"Well now it's your turn, my love," he smiled silently.  "Now is the

time of your sexual awakening."  He settled to work between her legs.

    Caitlin felt Zarth gently spread her legs open wider, and closed

her eyes, expecting to be penetrated by that huge, throbbing organ of

his.  Instead, she felt his tongue on her clitoris, and looked down in

surprise.  Zarth looked back at her and winked mischievously at her.

    "Close your eyes and relax, darling, and I will love you like

you've never been loved before!" he purred, and she obeyed him.  As

her alien lover stroked, licked, and tickled her in just the right

places--and at just the right times--she felt desire begin to throb in

her loins, and pleasure tingled in her clitoris, spreading outward. 

She moaned softly and rolled against the wonderful tongue that was

doing things never before done to her.

    Then Zarth's mouth was on her belly, then kissing her breasts

again.  His tongue tickled and teased her nipples, one at a time,

causing her to giggle and squirm with pleasure.  Finally, his mouth

met hers again in a passionate, almost savage kiss.  And she felt his

large phallus begin to enter her slowly, stretching her, making her

feel wonderfully full and complete.  She had never been so totally

filled by a man before, and it was an exciting feeling.

    "Grind your pelvis against me, Caitlin.  Build up that feeling I

was giving you with my tongue," he whispered lovingly, as she lay

there uncertainly.  Her instincts would come through soon enough, as

they had on the auction block, but for now, a few instructions were

necessary as he slowly began pumping his eager cock in and out,

rolling a bit to give her inexperienced clitoris the pressure it

needed.

    Her eyes widened in happy surprise as she felt the warm pleasure

returning to her pelvis again.  Zarth chuckled and kissed her

lovingly.  "Caitlin," he purred, "my mind has a special energy that

yours doesn't have.  Will you allow me to touch your mind, and give

you pleasure with my mind as well as with my body?"

    Caitlin looked puzzled, but nodded.  Zarth gently stroked her

face with his fingertips, then touched her forehead and forged the

link.  She gasped slightly as she felt a strange presence in her mind,

but relaxed as his mind soothed and reassured her that she was safe

and loved.

    As Zarth pumped within her loins, he began sending little pulses

of energy into the pleasure center of her brain.  The pleasant

sensations she had been enjoying as she rubbed her pelvis against him

suddenly grew stronger.  She could feel the pulse of the aching

pleasure, and it was timed with his thrusts into her.  "Oooh..." she

moaned softly as she ground harder against him, also in rhythm with

the throbbing of her clitoris.

    Zarth increased the energy gradually, relentlessly, and her

gentle moans became more passionate, more strangled, and her thrusts

against him became more frantic.  She began grinding harder, clenching

the fur on his back with her fists.  More energy, and the thrustings

fused into one hard, bruising, continuous push against him, and he

held his phallus steady within her, pushing firmly as she began

gasping and shuddering. Another energy jolt, and her legs tightened

around his, her moans intensified, and her vagina began spasming open

and shut against his throbbing, aching penis.  She shuddered against

him, gasping with the almost unbearable ecstasy.  She was in orgasm

now.

    At the risk of overdoing it, he shot one final burst of energy

into her as he withdrew his mind and began pumping eagerly again.  She

cried out, her vagina still spasming, and nearly pulled two handfuls

of fur out of his back.

    Gradually the unbearable ecstasy subsided, but Caitlin still

felt tingling jolts from her engorged sex as Zarth pounded against it. 

It was his turn now, and he moaned and panted with frantic desire, as

her deliciously tight sheath drove him quickly to the heights of

ecstasy.

    Then he climaxed.  His roars echoed through the room, and even

down the corridor, as he came within this woman.  He had 'bought' her

with two months' salary, and in this moment of ejaculation, he truly

owned her.  Of course, it could also be said that she owned him as

well.

    They both panted and shuddered with the aftershocks of orgasm,

as Zarth dropped his head onto the pillow.  He remembered not to let

his whole, massive body collapse on this delicate creature as he had

with Sharon earlier in the day, and he carefully rolled over to bring

her on top of him.  They were still connected sexually;  he always

strove to maintain that connection as long as he could when making

love, because it instilled a wonderful sense of 'oneness' to the two

tired bodies.

    Caitlin laughed weakly as she lay limply on Zarth's body.  "I

never dreamed...that it could be...like this," she panted.

    "Welcome to the world of pleasure, sweetheart!" Zarth purred

with a satisfied smile.  They snuggled against one another, and then

both drifted off to sleep, still connected in that special 'oneness'

even as they slept.









Chapter 7



    Caitlin woke to find herself lying on a warm, fur rug--or was

it?  Then she remembered, and chuckled softly.  The vibrations of her

laugh caused something to throb slightly within her, and she realized

Zarth had not withdrawn his shaft from her loins.  He slept soundly

now, but his sex-drive apparently had a life if its own.

    She playfully began squeezing her vaginal muscles rhythmically,

and felt the long, soft shaft begin to throb and grow firm again. 

Zarth moaned slightly in his sleep under her. Caitlin began pumping

her body up and down, and reached behind her to stroke his velvety

balls.  Now Zarth began thrusting his pelvis, and his engorged organ

moved instinctively in and out of her.  He moaned with desire again,

and seemed to be dreaming now,as his closed eyes and long tail

twitched slightly.

    Caitlin matched his rhythm with her body, and also rubbed her

clitoris against him, enjoying the flush of arousal.  The pumping of

his cock increased in speed and intensity, and she once again stroked

and tickled his large testicles.  Within a few moments, he gave a

mighty growl and came within her in shuddering spurts.  He continued

to thrust, to pant, and to give short, throaty groans with each breath

for about half a minute, as the final after shocks died down.

    Caitlin also moaned with the pleasure she felt as she rubbed

against Zarth's body.  She then shuddered a little, and felt her

vaginal muscles spasm against his embedded penis, and she gasped with

the pleasure of the small orgasm she had achieved without help.  A few

more hard pushes of her pubic mound against him, and she was

satisfied.

    Zarth's arms enfolded her then.  He had awakened just barely

enough to realize his climax was not a dream, and had felt Caitlin's

quiet spasms of orgasm.  Sleepily he embraced her, kissed her, and

whispered, "Thank you, love."  Then they both slept soundly in each

other's arms.



    				*	*	*	*	*



    "Number One, I believe you are overędue for a much deserved

shore leave."

    First Officer Sha'teem turned around and smiled at his well-

rested captain who had just strolled onto the bridge.  "I trust you

enjoyed yourself, my Lord?" he grinned at Shardin knowingly. The whole

ship had heard about the red-haired beauty Shardin had brought back

with him.

    "Very much so, Number One," Shardin purred.  "A most memorable

experience in every way!  And now it's your turn; go ye and do

likewise."

    "Thank you, sir," Sha'teem exclaimed as he handed bridge control

over to his captain.  "Three of our female crewmen have invited me

along as part of their 'safety' escort.  It seems they've pooled their

resources, and want to go to the slave auction!"

    The two officers chuckled at the thought of the happy-go-lucky

women of P-deck bidding for a ..."Wait a minute!" Shardin exclaimed. 

"Are they going to buy a female or a male?"

    Sha'teem suddenly looked troubled.  "I had assumed a female,

just so they could liberate her from slavery, but now that you mention

it...they were snickering an awful lot.  You don't suppose..."

    "I'd be willing to bet on it, Number One.  They want to buy a

boy to fulfill their every whim!"

    The two officers stared at each other worriedly, but then burst

into peals of laughter as the humor of the situation hit them.  Of

course, the boy would no longer be a slave once he was brought to the

ship, but as Shardin remembered the compliant boy on the auction block

allowing the women to jerk him off yesterday, he knew that the women

of the ship were going to be having some real fun, after all.  There

were actually quite a few young men who would be happy to play the

game of being a sex-slave, even while training to become a crew

member.

    "Let them buy a boy, Sha'teem!" he chuckled.  "Just make sure

they get a willing one, and see that he's not under 16 years old."

    "Aye, sir!"  Sha'teem grinned, shaking his head as he left the

bridge.

    				*	*	*	*	*



    "Ladies and gents, step right up.  The auction will now begin,"

the auctioneer called out, and the crowd in the arena pushed closer to

the stage.  Sha'teem and two male fighter-pilots stood close to Liezl,

Sharon, and Xia, as the girls chattered excitedly.

    Sha'teem had quietly slipped backstage a few minutes before

hand, to talk to the auctioneer.  He told him what type of slave the

women were interested in: compliant, well-adjusted, willing to 'play'

slave even though he would be free, and about 16 or 17 years old.  The

auctioneer said he had two or three such boys,and that he could bring

them out in a group, so the ladies could make a better choice.

    Now, back with his group, Sha'teem told the ladies to hold back

and just watch for a while, because the auctioneer would bring their

best choices out together in a little while.

    "Commander, how did you and Lord Shardin figure out that we

intended to buy a boy?" Liezl asked, gleefully embarrassed.

    "I know," Sharon chuckled.  "Shardin probably told him about the

serving boy at the dinner club, yesterday.  And then we have been

giggling and whispering a lot."

    "Don't worry, Sha'teem," Liezl murmured seductively as she

pressed her shapely body close to the First Officer's.  "We're not

going to neglect any of you big boys, just cause we'll have a boy to

lick our clits any time we want!"

    Sha'teem wrapped his cape suddenly around Leizl, grinning

wolfishly.  "I know you're not going to neglect me, little girl!" He

kissed her and thrust his pelvis against hers, and then moaned as she

reached down and rubbed his lengthening shaft through the tight pants. 

With the cape offering privacy, she unzipped the fly, reached in, and

grabbed his stiffened organ.  She teased the sensitive head with her

fingertips for an exquisitely long minute, then let go and zipped him

back up.

    "Wish I could do more, but this isn't the place for it," she

whispered, then kissed away his frustrated expression.  "Why don't we

go to that dinner-and-sex place later?"  Liezl looked at Sha'teem

hopefully.

    "You've got a date!" Sha'teem grinned as he fondled her large

breasts.  Then, the first slave was brought out on stage,and they

turned their attention back to the auction.

    The crew members watched with interest as the male slave was

brought forward.  He was about 20, and was not at all in a cooperative

mood.  Even with his hands bound behind him, he angrily struggled

against the handler, and almost overpowered him.  Another handler came

out, and together they threw the slave to the deck on his back.  With

each handler kneeling and grabbing a leg, they quickly had him spread

open, his genitals exposed and helpless.

    Of course, the audience expected them to use their leather

straps next, and whip this aggressive young buck into submission; but

surprisingly, they did not.  With conspiratorial grins, they both

began stroking and pumping the man's rising penis, even going so far

as to use their tongues just a little.  He was soon groaning with

pleasure and desire, and pumping his throbbing loins frantically.

    Then, winking at one another, the handlers ordered him to obey

them or they would leave him frustrated and unrelieved, and would whip

him instead of letting him ejaculate.  Grimly, the slave nodded.  They

ordered him onto his stomach with his knees pulled up under him and

spread apart.  One handler then mounted him from the rear, and began

satisfying himself energetically,while reaching his hands around and

pumping the slave's tormented, aroused shaft.

    The slave moaned and shuddered with ecstasy, but then found his

mouth being put to other use, as the second handler forced him to give

a blow job.  With each end of him plugged by a cock,the slave

presented a hilarious sight to the crowd.  They hooted with laughter,

and urged the handlers into a contest to see which of them could

climax first.  The bidding paused for a few minutes while the grinning

handlers pumped enthusiastically.  The slave had already come, and so

was not in the contest.  He had shot his load of creamy white semen

onto the deck within the first minute of being mounted.

    The handler in back won the contest.  He ejaculated into the

tightness of the slave's helpless ass, dismounted, and left the stage

amid applause.  The other handler then urged the slave onto greater

efforts by applying a strap to the now-unoccupied rear end.  After a

minute, he came in the slave's mouth, and stood up. The bidding

continued, and the thoroughly subdued young man slowly regained his

feet.  This time he stood obediently while the handler pumped and

teased his flaccid penis back to life.  He was sold for a moderate

price, to a large, muscular humanoid male from the Aldebaran sector.

    Sha'teem and his group continued watching as more slaves were

auctioned.  The next few were females, and the Phoenix's crew women

gasped in wide-eyed amazement while the handler expertly rubbed,

caressed, whipped, and sucked each slave to orgasm right there on the

stage.  Xia snickered, "Maybe we should buy the handler, instead. 

He's perfect!"  The others laughed,and the handler, who had overheard

her, grinned and threw her a wink.

    Finally, two young men were brought onto the stage, grinning

with excitement--their long shafts already beginning to rise to

attention.  They both looked about 16, and both were handsome and

well-groomed.  Sha'teem chuckled as Liezl and the girls ooh'd and

ahh'd over them and edged even closer to the stage.  The handler

untied their hands and ordered the boys to adopt a '69' position and

stimulate each other, while the bidding began on the one on top.  He

was olive-skinned and dark-haired like Sha'teem, who had already begun

taking a liking to the boy.  Sha'teem was not as choosy as Shardin

about the sex of his bed-partners. "Pleasure is pleasure, no matter

who gives it," he had always said, although he did at least refuse to

engage in anal sex. Now, he decided that he might chip in a bit of

money toward the boy on top, if the girls would let him have his share

of pleasure from the boy,s hands and mouth.  They agreed with him, and

started bidding.

    As the top boy pumped his loins up and down, the handler began

running his hand lightly down between the cheeks of his young butt. 

Then slowly, gently, his inserted a finger into the tight anal

sphincter and began pumping it in and out, while tickling the boy's

nipples with his other hand.  The boy shivered with ecstasy.  The

handler then moved his hand away from the hardened nipples and down to

the boy's loins.  After a brief word of instruction, the boy pulled

his wet penis out of the other boy's mouth, and thrust it into the

man's hand, which clenched it firmly.  With the handler pumping his

throbbing cock with one strong hand, and his anus with the other, the

boy cried out passionately, and wildly ejaculated onto the bare chest

of the boy beneath him.  By this time, Sha'teem and the girls had

outbid everyone, and the sale was declared final.

    The other boy had not come yet, and looked very forlorn as the

handler pulled the sold slave off of him.  But the handler winked at

him and said, "Don't worry, boy.  You're turn's next, and I'll make

you come like you've never come before!"  The boy grinned and lay

waiting patiently, cock throbbing in the air expectantly.

    Sha'teem, the girls, and the two other officers, were about to

leave with 'their' boy--whose name was Amri--when the boy asked,

"Please may we watch what happens now with my friend, Sikar?  It

should be fun to watch, master--and mistresses."

    "Sounds like a good idea to me," Sha'teem smiled, as he

absentmindedly stroked Amri's backside with his fingertips.  The girls

were also handling various parts of the boy's anatomy, and he wriggled

with pleasure while watching the stage.

    The handler had returned to Sikar, and now ordered him onto his

knees facing the crowd.  The slave-boy obeyed, knees wide apart, and

grinned at Amri while thrusting his pelvis forward at the crowd.  The

handler knelt behind him, leaned the boy back against his body, and

with both hands began fondling the testicles and pumping the aching

penis with his most tantalizing skills.  The bidding bounced higher

and higher as Sikar groaned, pumped his loins, and shuddered with the

mounting pleasure.  His eyes were closed, and his hands were clenching

the handler's knees, on each side of his body.  He finally cried out

loudly when he came, and spurts  of white, thick semen shot almost to

the edge of the stage.  He continued thrusting and squirting for

nearly thirty seconds as the skillful handler milked him dry.

    Sikar sold for an even higher price than Amri, and left with a

wealthy, attractive woman who had a mischievous smile and gentle

manners.

    "Well, folks," began Sha'teem, "now that we've seen Sikar off to

a happy home, Liezl and I are going to the 'eat-n-fuck' dinner

theatre.  Anyone want to come along?  We could get a larger room and

have an all-out orgy!"

    Of course, they all wanted to.  And what better place to break

in a new slave, than that?  They left the auction, with the girls

taking turns 'leading' the still-naked Amri by holding onto his erect

shaft as they walked.  Sha'teem watched the spectacle,and shook his

head with a grin.  "Ladies, have your fun for now, but this kid can't

run naked through the corridors of the Phoenix!  He'll have to have

some clothes before we return. Also, Amri, you are not 'officially' a

slave any more.  This is just a game now; and you will be trained as a

crewman on the Phoenix.  But...since we did shell out a fair piece of

money to liberate you, I hope you'll find enough gratitude in your

heart to continue the game, and to 'play' slave for the women--and for

me--in the privacy of our quarters."

    "Oh, certainly master!  And mistresses!  I will lead a double

life, gladly.  Crew member by day, and slave by night for as long as

you desire.  You got a deal!"  The exuberant young man grinned and

hugged his three ladies.  Then he gave Sha'teem a significant look,

and said, "If I ever fail to please any of you in the slightest

detail, you should have Lord Sha'teem take a strap to me; I should

well-whipped when I am bad, don't you think so, master?"  He looked

hopefully at Sha'teem, who by now was laughing heartily.  'Owning' a

slave was going to be more of an adventure than he had ever dreamed!



Chapter 8



    "Dinner for six, plus one slave, first class, front row. This

way please," the head waiter bowed low.  The Phoenix II and her sister

ships had provided a great boost in business for this restaurant.  As

the three officers escorted their ladies, with Amri following behind,

the two pilots--Lts. Dargin and Schultz--joked with Sha'teem.

    "Do you think one of us will be odd-man-out, with Amri here

getting into the middle of things, Commander?" Schultz asked.

    Sha'teem grinned back at the blushing Amri.  "Not unless he

wants to feel our belts across his ass, gentlemen.  And besides, we

can always make him service us as well as the ladies!"    They all

laughed as they settled onto the cushions in the private cubicle

facing the stage. By silent--but mutual--consent, all six men and

women decided it was gang-up-on-Amri time.  They playfully forced him

onto his hands and knees, and the women tickled him and pumped his

ever-lusty shaft, while the men took turns giving him light smacks on

the rear with their belts.  Xia then lay down and pulled Amri's mouth

onto her clitoris, while the others continued tormenting him so

exquisitely.  

    When the food arrived, the server was a nearly naked young

woman, and it was decided unanimously that Amri would provide the tip

for her service.  She quickly laid out the food and wine, and then let

Amri mount her as she laid on her back.  They coupled passionately and

rapidly, and Amri soon groaned and came within her as she ground her

pelvis against him with her own orgasm.  Then she gratefully kissed

him, thanked the others, and left to continue her work in other

cubicles.

    "Now, Amri, you'd better grab some food and wine quickly,

because your mouth is very soon going to be busy servicing all six of

us during the show," Sha'teem wolfishly chuckled at the panting,

satisfied young stud.

    "Yes, master! With pleasure," Amri replied meekly.  The show was

beginning, and the six crew members stripped each other's clothes off

and began feeding each other tidbits of food while caressing each

other. Amri circulated among the lascivious men and women, licking and

caressing exposed genitals almost to the point of orgasm, but leaving

each one aroused as he went to another. 

     The performance began with a richly dressed, arrogant woman

coming onto stage with her naked slave-girl.  The mistress reclined on

some luxurious cushions, opened her robe--revealing a beautiful body--

and spread her legs.  She then ordered her slave girl to come and

service her sexually.  The unhappy-looking girl crouched down between

the parted thighs of her mistress, and began licking the somewhat

unresponsive clitoris.  The mistress watched the girl rather coldly,

and occasionally urged her to greater efforts with a leather strap.

    Unknown to the two women on stage, a handsome male slave was

watching from a hidden place on the stage.  As he watched the two, he

pumped his large, stiff phallus with his hands, and looked yearningly

at the slave-girl's exposed rear and moist slit.  She was totally

exposed to his view as she leaned over her mistress on hands and

knees.  He could also see the stinging slaps of the strap on her

squirming backside.

    As the frustrated girl worked on her frigid mistress, she

secretly slid one hand down between her own legs, and began to stroke

her own clitoris.  This delighted the male slave, who strained to see

better from his hiding place. The girl quickly became very aroused and

wet, but then her mistress discovered what the girl was doing, and

became livid with anger. The girl cowered in fear, knowing that she

would be whipped for touching herself sexually.  Her mistress never

allowed her to do that, and wanted the girl to be as cold and

frustrated as she herself was.

    The angry mistress jumped up, and dragged the poor girl by the

hair to a set of four brackets on the floor by the cushions.  She

chained the frightened, pleading girl spread-eagled on the floor on

her back, and with an evil grin, picked up the leather strap.  The

young man looked alarmed, but did not dare intervene, and could only

watch as the cruel mistress began whipping the girl.  The strap fell

on breasts, thighs, belly, groin, any target that suited her fancy at

the moment.  The helpless girl writhed and pleaded for mercy, tears

running down her face.  The more she pleaded, the more the stinging

slaps seemed to fall between her legs, to punish her for the 'crime'

of being aroused. As the leather strap continued to do its work, the

girl noticed that she was becoming aroused even more, rather than

less. The mistress finally put down the strap, and knelt between the

girl's legs.  She pulled back the folds of tissue to expose the

throbbing bud of the girl's organ to her view.  Grinning wickedly, she

began stroking the sensitive tissue with her fingers.  The girl's

state of arousal became intense, and she arched against the fingers,

and moaned with desire.

    The male slave, still watching, was also becoming extremely

aroused at the sight of the woman masturbating the helpless young

slave girl.  His engorged penis ached with the desire to enter the

girl.  The mistress continued stroking her slave until the girl was on

the verge of reaching an orgasm...then stopped abruptly.  She stood

up, laughing scornfully while the girl begged for relief from the

desire that flamed in her loins.  The mistress then walked off the

stage, leaving the girl chained helplessly, suffering from the

intense, but unrelieved, arousal her mistress had forced upon her. 

She moaned and squirmed miserably in her helpless state, and pumped

her pelvis up and down in a futile effort to relieve her throbbing

loins.

    It was at this point that the male slave took pity on her, and

approached.  He motioned her to remain silent as he knelt between her

legs.  He could not unlock the chains on her hands and feet, so she

had to remain as she was--with her legs spread uncomfortably wide, and

her arms stretched out spread-eagle and chained to the floor.  He

began licking and teasing her aching organ with his tongue, and she

silently shuddered with ecstasy. Her pelvis pressed against his

tongue, and he pressed back, giving her the stimulation she so

desperately needed for an orgasm.

    Her orgasm quickly arrived, and as she heaved and shuddered, he

mounted her, filling her spasming vagina with his hard, throbbing

organ.  He rode her as wave after wave of orgasm rocked her pelvis. 

He smothered her moans with his mouth, and teased her hardened nipples

with his fingertips as he plunged his cock frantically within her.

Then he clasped her chained hands with his, and twined his legs along

the outside of hers, so that they both lay spread-eagled and joined in

that state of bondage.

    They did not see the mistress approaching, as they frantically

rutted with their eyes closed.  She watched them for a long moment, in

wide-eyed amazement.  Then, picking up her strap, she brought it down

as hard as she could on the man's pumping backside.  He jumped with

surprise, and hopped to his feet instinctively.  The strap landed on

his belly next, and the mistress ordered him to kneel to be punished.

    But the male slave was too close to climax to think of doing

anything except satisfying his lust.  He grabbed the strap out of the

mistress's hands, then ripped the robe off of her as she stood there

too shocked to move.  By the time she did think to move, the virile

male had her on the floor flat on her back, pumping within her

enthusiastically.  He smothered her cries of outrage with his mouth,

and gave one of her nipples a hard pinch. As the horny slave pounded

his organ harder and harder, she began to feel something new--arousal.

She felt her loins start to ache, and began to instinctively press

them against the lusty male who was 'raping' her with such gusto.  The

strangely wonderful sensation grew and filled her, and she moaned with

ecstasy as her loins clamped open and shut on the man's hard phallus,

and she bucked against him in orgasm.

    Then he came too, and filled her with his hot juice, as he

groaned and rutted even harder with the ecstasy of ejaculation.

Finally he stopped, and collapsed on the equally exhausted woman. The

slave girl chuckled at the sight.  She had a feeling her mistress

would be a much easier person to serve from this point on.

    The male slave got off of his mistress, too satisfied to even

care if she punished him.  He kneeled submissively, knees apart, and

grinned sheepishly at her as she slowly got up.  To his relief, she

grinned at him with a mischievous twinkle in her eyes.  "I suppose I

have to punish you for disobeying, but if I promise not to whip you

hard, will you promise to 'rape' me again sometime soon?" she asked

with a wolfish grin.

    "With pleasure, mistress!" the lusty young man replied. "And may

I 'rape' that slave-girl occasionally as well?"

    The mistress chuckled.  "Yes.  In fact, every time she makes the

least mistake, I shall leave her chained like this for your pleasure. 

You may 'punish' her with that large weapon between your legs as much

as you like."

    The male chuckled, and the slave-girl squirmed with rising

desire and happiness.  She watched with amusement as the slave then

leaned back to expose his satisfied organ more fully to his mistress. 

The mistress grinned and gave the soft phallus several light, playful

smacks with the strap.  The organ responded by beginning to harden

again, ready for action soon.

    Then the mistress went over to the slave-girl, knelt down

between the girl's legs, and began caressing the girl's begging

clitoris with her tongue.  This time she did not stop too soon, but

continued relentlessly until the girl cried out and shook helplessly

with waves of orgasm.

    The mistress smiled at the girl's pleasure, still on her hands

and knees, and then felt her male slave mounting her once more.  She

arched her back and thrust back against him, impaling herself on his

hard cock.  He rode her hard and fast, there between the slave-girl's

still-chained legs, and as he thrust ever faster, he reached around

the mistress's body and rubbed her engorged clitoris.  She thrust

frantically and arched and moaned, and quickly climaxed again.  Then,

as the man pumped away in her, the mistress lowered her face once more

to the slave-girl's loins and drove her wild with ecstasy again. 

Finally, after several minutes more, he came again, and filled his

mistress with his semen.  They both collapsed on either side of the

slave-girl, and the lights dimmed.  The show was over.

    				*	*	*	*	*



    In the large cubicle close by, another show was not quite over

yet.  Three couples lay closely entwined, all thrusting and moaning as

they copulated, coming closer and closer to orgasm. Amri was still

crawling around the scene of sexual mayhem, stroking, licking, sucking

whatever arousable parts presented themselves from moment to moment. 

Almost like a row of dominoes falling, the chain reaction of orgasms

started going off through the group, amid groans and shudders. Amri

smiled gleefully as he sat back and watched.  He had already come

twice this day, but he was rapidly becoming aroused again, and wished

for an opening to present itself to his throbbing cock.  As the

officers laid back one by one, satisfied and exhausted, Amri began to

lose hope of having his own ache satisfied again.

    Just then Xia noticed Amri's forlorn look as he sat there

playing absentmindedly with his swollen shaft.  Grinning, she motioned

him over, got up on her hands and knees, and wiggled her ass at him. 

Elated, he rushed over, mounted, and pumped himself to the happy

oblivion of orgasm within a few minutes.  Just before he ejaculated,

he felt other hands on him, tickling his nipples, stroking his balls,

and even the light, playful smack of a belt on his undulating

backside.  They were all getting into the act, and Amri's orgasm

reached an all-time high level of wild ecstasy, as he came within Xia. 

He cried out, and pumped stream after stream of semen into her, then

collapsed happily on top of her.

    Amri rolled over a few minutes later, onto someone who amiably

held a wine glass to his lips, and then put a piece of food in his

mouth.  He finally gathered enough energy to look up and see that it

was Sha'teem.  He sighed with contentment and said, "Master, I can

tell I'm going to love being in the Imperial Fleet!"

    				*	*	*	*	*



    As the officers relaxed in the shuttle, Sha'teem watched Amri

chafing in the unaccustomed clothing they had made him put on.  "Don't

worry, son," he grinned, "you'll get used to them soon.  Just remember

to keep them on and only act like a slave when we say it's alright to,

or Lord Shardin's likely to take a strap to all of us!"

    "Aye, sir!" Amri responded crisply, falling into the part as

easily as he could fall into the part of sex-slave extraordinaire. 

Sha'teem leaned back happily and dreamed of the day's adventures, and

wondered when he would ever have another shore leave to compare with

this one.



  

    	





Chapter 9.



    The Phoenix II circled the planet Orionis with her two sister-

ships.  Shore-leave was progressing nicely, and Lord Shardin relaxed

in the command chair and watched his satisfied bridge crew.  They had

obviously engaged in a lot of debauchery on this disreputable planet,

and were now happy to settle back into the comfortable routine of

duty.

    "Number One, how many crew members are still on the planet

today?" Shardin asked Sha'teem, his second in command.  Sha'teem also

looked tired, but happy, and Shardin had heard about his group's orgy

and their antics with the boy they had 'bought'.

    "Twenty-four, sir. They have about six more hours before the

shuttles pick them up."

    "Good.  That's the last batch of happy campers, too.  We've

managed to have a fine time without any of our folks being hurt or

spirited away into slavery.  I'll be relieved when we get those last

two shuttle-loads safely back home, though."

    Lord Shardin had met Amri last night, after Sha'teem and the

girls had arrived back at the ship looking totally drained, but happy. 

Sha'teem had brought the boy by Shardin's quarters to introduce him to

his captain, and Shardin had delivered a stern lecture to Amri about

when and where he was allowed to 'play slave-boy', and what would

happen to him if he broke the rules. The boy meekly vowed to become

the best crewman he could, and to obey his captain implicitly.  As the

boy said these words, however, he gave Shardin a sly smile, as if

inviting orders other than duty-related ones.

    Sha'teem caught the look, grinned and got up.  "Zarth, I think

I'll leave you and your new crew member to get better acquainted."  He

walked out, leaving Shardin looking rather embarrassed and at a loss

for words.  

    Amri blushed and said, "Request permission to serve you,

Captain."

    Shardin looked a little troubled.  "I don't usually do anything

with members of the same sex, Amri," he replied gently.

    "I understand, my Lord...but consider this: a mouth and hands

can be very unisexual, and can give pleasure without the recipient

noticing the sex of the giver.  If you were to sit back and close your

eyes, you could imagine that any woman of your choosing was caressing

you sexually.  And I would be happy to serve you in this way."

    Shardin crossed his arms and paced for a moment, tail twitching. 

Then, he looked at the boy and grinned.  It had been a long time since

anyone had brought him off that way.  The women on the ship didn't

often volunteer to do that, because it reminded them too much of their

past years as prostitutes. And Shardin never asked them to, out of

respect for them.  But now, this boy was volunteering, and all he had

to do was close his eyes and imagine...."All right, Amri.  But if you

tell a single living soul about this, I'll have your balls for

dinner!"

    "Understood, master!" Amri responded, looking appropriately

concerned, and dropping to his knees submissively.  Shardin loosened

his pants, sat back in his favorite chair and closed his eyes,

smiling.  In a moment he felt two hands caressing his balls and

lightly stroking the velvety-soft sheath that contained his long

phallus.  He pictured Caitlin, as she had done this very thing a few

days before, and groaned with desire.  The hands tickled his sensitive

groin, causing him to shiver with pleasure, and his hardening shaft

began to rise up out of its protective sheath.  A tongue was there to

meet it.

    Shardin once again gave a moan as he thought of Caitlin's tongue

teasing the head of his now-aching organ.  The tongue was swirling on

it, and a mouth softly folded around it, sucking slightly.  He

clenched the arms of the chair, and spread his legs farther apart to

experience the pleasure more fully.  The hands still stroked and

teased his balls and long shaft mercilessly,and the mouth began

pumping up and down on his engorged cock. The tongue licked and teased

the head with each thrust, and within a minute, Shardin was beyond

control, pumping against that wonderful mouth and tongue.

    One of the hands then clenched his shaft and began pumping up

and down, while the mouth continued sucking the head.  The other hand

kept stroking and massaging his balls, which were throbbing with

desire.  A few minutes of this treatment brought him past the point of

no return, and moved him relentlessly toward climax.

    Shardin tried to stretch out this growing ecstasy, to prolong

the pleasure, but each second brought him closer to that glorious

'little death', when his loins would practically explode with the

delicious pleasure that was building to an unbearable level.  His

hands clenched the chair even tighter, his legs stiffened against the

sensory overload that was just a few seconds away.  His loins thrust

desperately within the mouth and the clenched hand, and the moment

arrived.

    Shardin's roar shook the room as he came within the mouth that

still sucked and teased, the hand that still pumped and squeezed. He

shot his semen again and again into the mouth, and the spasms of

ecstasy with each ejaculation rocked him to the very core of his

being.  The mouth and swirling tongue continued to milk every last,

shuddering drop from his jerking penis.  And still the hand firmly

clenched, and the other hand stroked and tickled.  His roars changed

to panting, breathy groans, and his arms and legs went limp.

    The mouth now remained soothingly still, as it covered his

softening shaft with warmth.  The hand also remained still, no longer

pumping, only holding his penis gently, absorbing the small, jerking

aftershocks.  The other hand very slowly massaged his balls, no longer

tickling or teasing.  He basked in the warmth emanating from the mouth

and hands, as his panting gradually subsided.  His eyes remained

closed; but gently, his hands reached out and stroked the head with

the slightly shaggy hair, acknowledging the boy's presence for the

first time since he began.  He gave the boy's head an affectionate

pat, and caressed the hair back away from his face.  Finally, opening

his eyes, he grinned at the boy.  The mouth slipped off of his

penis,and Amri lowered his eyes modestly and then rested his forehead

on the large, soft balls of his captain.  He was a little out of

breath as well.  Zarth stroked the boy's hair gently for a minute

more, allowing him to rest in that intimate position.  "You know,

Amri, I could easily grow addicted to such exquisite pampering as

this," he murmured softly.

    "So could I, my Lord," Amri replied, and softly kissed the two

pendulous testicles.

    Shardin slowly pulled the boy up and away from his groin, and

said, "Would you like me to show you a pleasure that will be even more

addicting, boy? Would you like me to repay you with my own brand of

ecstasy?"

    "Oh, yes master!" Amri whispered, wide-eyed with curiosity and

excitement.

    "Then come, sit here and lean back against my chest, and relax." 

The boy quickly stripped all his clothes off, leaned back against his

captain's chest, and spread his legs lasciviously.

    Shardin chuckled.  "You do believe in making yourself

comfortable, don`t you, Amri."  The boy blushed and grinned up at the

large man-cat.

    "I like to feel like I'm completely at your mercy, master. You

could make me feel good, or you could punish me, and in this position

I would be helpless."

    "I understand.  I have no intentions of punishing you, but if I

ever do, I'll make sure you're in this position!" he grinned wolfishly

down at the boy.  Then he put one hand on Amri's forehead, and the

other on the boy's already erect cock.  Slowly, he began pumping it,

as his brain began to send very small spurts of energy into the

pleasure center of the boy's brain.  He had decided that he would

build the pleasure up as slowly as he could manage, so the boy would

squirm and thrust and moan with ecstasy as long as possible.  When he

finished with this shaft that lay throbbing in his hand, it would be

more thoroughly satiated than it had ever been before.

    Slowly, relentlessly, he played the boy's mind and cock with the

virtuosity of a true master.  Minute after minute, he pulsed tiny bits

of energy into the boy's mind, and pumped slowly, steadily on the

engorged organ while Amri moaned and rotated his pelvis, and his hands

clutched the muscular legs of his master/captain.  The pulses of

energy increased, and the moaning and pelvic thrusts increased. 

Shardin worked hard to maintain this high level of arousal for as many

minutes as he could, but finally he could sense that the crest of the

wave was approaching in the boy.

    He poured energy into the brain at that point, and pumped harder

on the now-frantic penis.  Amri cried out with the unbearable pleasure

that was coursing through his loins and spreading throughout his

entire body now, in a way that it had never done before.  He stiffened

into one intense, continuous thrust against the hand, and ejaculated. 

Shardin continued the energy for one more moment before withdrawing

his mind, and felt Amri clench and cry out again with the intensity of

the orgasm he was enduring.  His penis continued to spurt out the

white, thick semen in spasms, and his breath came in ragged gasps as

he continued to try to ejaculate even after the last drops had oozed

out.

    Shardin held the boy's pulsing shaft until it had exhausted

itself, then reached down and gently massaged the balls while his

other arm reached across Amri's chest, firmly holding the boy against

him.  Amri panted hoarsely and let his limp body rest against

Shardin's, and reveled in the comforting embrace. Exactly when he

drifted off to sleep, or how long he slept, he wasn't sure.  But when

he woke up, he was curled up almost into a fetal position in the arms

of this strong, kind man-cat who had given him the most wonderful

orgasm he had ever experienced.

    Shardin smiled down at Amri as the boy yawned and stretched in

his lap. "You know something, crewman?  This haircut of yours is not

at all regulation.  See that you get it cut properly before I see you

again, if you want to stay on my good side, mister!"

    Amri looked up quickly, and saw that Shardin was grinning

mischievously at him, and smiled back as he got to his feet. "Aye,

sir!  I'll have it cut right away, my Lord.  Am I dismissed now, sir?"

he asked as he hastily got dressed and his captain stood up.

    "Any time you're ready, crewman," Shardin said, still grinning

as he towered over the boy.

    Amri gathered his nerve as he turned to leave, and stammered,

"Uh, thank you, sir, for...well, you know what for...."

    "And thank you, my lad, for a memorable evening."  Shardin's

expression softened to one of gentle affection, and Amri felt a

playful pat on his rear as he turned to go.  He knew he would be back

here again....





Chapter 10.



    "My Lord, a message is coming in from a crewman on the planet," 

the communications officer announced to Lord Shardin as he monitored

the bridge.

    "Put him on," Shardin growled, looking slightly worried.

    "Captain, this is Lieutenant Stoltz.  We have a problem. One of

our female crewmembers has just been kidnapped."

    Shardin emitted a curse that sounded more like a snarl. "Damn

it! The very thing I was afraid would happen!  How did this happen,

mister, and which woman is missing?"

    "Sir, it's Merina who was kidnapped.  She and Nichols were

walking through the park just about dusk, and someone knocked him on

the head from behind.  He says he woke up just a few minutes later,

according to his watch, but that Merina was gone.  He reported it

immediately, and we've already begun establishing a perimeter, to keep

anyone from getting her out of the area."

    "Good work, Stoltz.  I'm sending a full security squad down

immediately, and we'll also do some heavy leaning on the planetary

government--such as it is.  Carry on, Lieutenant."

    Shardin leaned back in his chair for a moment, his eyes flashing

with anger.  He thought about Merina, one of the most attractive women

on the ship, with her honey-blond hair falling around her shoulders in

ringlets, her warm brown eyes, and her lean, shapely body.  He

silently vowed to get her safely back, or his ship would circle this

miserable planet forever.  He would not leave her here.  After this

moment of solemn contemplation, he sprang into action.

    "Lieutenant, get me Admiral Diergov at Fleet Headquarters.  And

get Lords Hamoori and Selhim from our sister-ships on-line too, so

they can find out what's happened."  Shardin stood, and paced with

tail twitching as he waited for the Admiral.  Finally, the connection

came through.

    "Admiral Diergov here.  What is the problem, Lord Shardin?"

    Shardin filled the Admiral (and the two other captains of his

Wing) in on the abducted crew-woman, and requested permission to use

force against the planet if necessary to get the woman safely back.

    "Absolutely, Captain.  We have to make an example of this planet

to the rest of the galaxy.  If they get away with stealing one of our

crewmembers this time, none of our people will be safe on Orionis.  Or

on many other similarly corrupt worlds.  Your wing will remain over

Orionis until the woman is returned.  Use whatever methods seem best

to you, to get her back.  Admiral Diergov out."

    After conferring with his other command-officers, Shardin had

troops and reconnaisance units sent down to the planet in short order. 

The 'ruler' of Orionis meekly agreed to help with the rescue efforts,

although he did not look happy about having all transportation out of

the city or off the planet stopped and searched by Imperial Troops. 

With the security-net securely over the city in question and the

planet as a whole, Shardin could relax a little and let the planetary

grapevine get to work, warning the auctioneers that anyone who bought,

sold, or touched Merina was as good as dead.  "Don't worry, Merina,"

Shardin silently vowed as he stared at the planet beneath his ship,

"we'll find you, sweetheart."

    				*	*	*	*	*



    Merina woke up to find herself lying in a tiny room with only a

bed, a sink, and a toilet in it.  She had been walking with Nichols in

the park when someone hit him from behind.  Before she could scream, a

hand had held her mouth, and something was injected into her arm. 

Everything faded out, and now she was here.  Pushing back the fear,

Merina got up and looked out the barred door and saw only a corridor

with more barred doors.  She was unnerved to notice that she was naked

now, and that there were no clothes anywhere in the room.  Then she

heard footsteps approaching.

    Two rather muscular men opened the door and approached Merina,

who backed tremblingly into the corner.  "Come here, girl.  You're

going to be sold privately, instead of on the auction-block, so we've

got to get you cleaned up and nice looking, for those rich sultans."

    "Stay away from me!"  she whispered, her knees getting weak as

they stood grinning over her naked body.  Her knee went up, and

connected with one groin, and she tried to bolt for the door.  The

blow to the man's crotch was only glancing, and he grabbed her angrily

before she could get past him.

    "You'll be sorry for that, my girl," he grinned as he and the

other man tied her arms behind her and led her from the room.  They

took her to a larger room with a large bathtub and several padded mats

on the floor.  There was also a wide leather strap hanging on a hook

on the wall, and the floor had brackets with softly-padded cuffs

attached for holding a reluctant 'guest' in whatever position was

desired.

    The man Merina had kicked took the strap down from the wall,

while the other one sat on the edge of the tub and forced her down

across his lap, not bothering to use the floor brackets to restrain

her.  The man with the strap came up close to her and tickled her

exposed nipples as her breasts hung down between the other man's

knees.  "You are going to cooperate with us while we bathe you, and

now you will find out why you are going to cooperate from now on,

slave-girl."

    Then he stood up and began using the strap on Merina's exposed

rear end.  She squirmed and tried to get away from the relentless

strap as the blows fell hard and swift.  Her butt was red and

stinging, and still the strap fell.  Finally, she could stand it no

longer, and began pleading for mercy.  The strap stopped, and the man

said, "Are you going to obey us implicitly from this moment on, if we

untie you?"

    "Yes," she moaned, thoroughly disheartened and frightened. 

"I'll do whatever you say.  But you know there will be a starship

looking for me."

    The men chuckled.  "That's why you're going to be sold

privately, my girl.  Your precious starship will never find you that

way, so you might as well get used to being a sex-slave.  And your

training will begin now.  This strap can be used on other parts of

your body than just your butt, so remember that before you think about

disobeying an order."

    Merina tried to choke back the bitter tears as they stood her up

and untied her.  Her thoughts went to her people on the Phoenix II,

and the tears gathered anew.  "Shardin, please find me soon!" she

silently pleaded as she heard the men order her to her hands and

knees.

    As soon as she had obeyed their order, Merina felt one of the

men kneel behind her and spread her knees wide apart.  Then he mounted

her, and began slowly pumping within her loins.  The other man knelt

down in front of her, and reached under her to stroke her clitoris. 

"No, please don't do that to me," she pleaded with him, but he only

chuckled and continued arousing her.  Both men continued working

relentlessly on her, and soon Merina felt her pelvis throbbing and

pumping against the fingers and the phallus that were expertly

bringing her to orgasm.

    Soon she began plunging earnestly against the grinning men, and

rode her way over the crest into the throes of orgasm.  The man behind

pumped hard and fast as her vaginal muscles clenched in spasms against

his organ, and he came within moments of her orgasm.  As she felt the

warm liquid pulsing into her, she lowered her head to the floor, and

the rest of her body went limp for a few minutes.  It felt so good,

but at the same time she felt that her own body had rebelled against

her.  These men were her enemies, not her friends or shipmates.

    The man dismounted, then smiled down at her.  "Well, my dear,

someone has certainly spent a lot of time with you recently, to get

your arousal-time honed down so short.  Don't take all this too

personally--we had to get an idea of how you respond before we have

you on a stage in front of bidders."  He gently massaged her backside,

which was still stinging from the strapping.

    "Merina lay on her stomach and rested while the man massaged

her, and her thoughts strayed to Shardin--the one responsible for her

'finely-honed' sexual responses.  "Oh, Zarth, where are you?  Please

come rescue me from this place!" she thought as the tears welled in

her eyes again.  She looked over at the bathtub as the other man

filled it and added exotic oils to the hot water.

    "All right, little lady. Your bath awaits you.  Just lay back in

it and we'll do the rest."  The man smiled as he extended his hand to

help her up off the padded floor.

    "Couldn't I just do this on my own, please?" Merina ventured

timidly, keeping one eye on the strap that was never far enough away

to suit her.

    "Nope, we have to make sure you get really clean, then wash and

comb your hair out, and massage you with scented oil all over.  We

can't allow you to take responsibility for it, so just relax, close

you eyes, and enjoy being waited on like royalty."

     Merina sighed and got into the tub, and soon began to feel more

relaxed as the hot water soaked away some of her fear and tension. 

With her eyes closed, she tried to pretend that Zarth and Sha'teem

were the ones bathing her, stroking her body gently and soothingly as

they rubbed soapy hands over her most intimate regions.  They washed

and rinsed her long hair, combed and dried it over the edge of the

tub, then told her to get out of the tub.

    As she was dried off and then massaged with a very thin film of

perfumed oil, Merina even felt a little aroused until she opened her

eyes and remembered where she was.  Then they led her out of the room,

still naked, to a larger room with about a dozen empty seats.  She was

chained by one foot to a bracket in the floor behind a partition, out

of sight of where the audience would be, and one of the handlers

brought her a little food and wine.

    "It's about a half-hour until the buyers gather, so just rest

and try to eat a little.  I'll be near by, so if you need anything,

just call out and I'll come."  Then the handler gave her a gentle pat

on the shoulder and left.

    The time dragged slowly for Merina as she sat hoping Lord

Shardin would burst through the door to rescue her.  She eventually

heard low voices and the sounds of chairs scraping, and knew the time

had arrived.  One handler--the one who had rubbed her to climax

earlier--came to unchain her.

    "Don't try to resist or struggle out there, or I'll have to use

a strap on you.   Just try to forget where you are, and let me arouse

you again."  Then he led Merina around the partition to face the

buyers.  They were all male, basically humanoid, and appeared quite

wealthy.  She bit back the tears and the rising panic, and hung

tightly to the thought that sooner or later her captain would find her

and rescue her from this nightmare.

    The handler stroked her hair, kissed her neck and shoulders, and

leaned her back against him as they stood on the platform.  She closed

her eyes, and the tears trickled down her cheeks silently.  Then he

started caressing her breasts and finally her loins.  "Zarth, I wish

this were you," she thought as she tried to remain cold and unmoving

against the handler's touch.  But the handler's skill was great, and

she felt the tingling ache of pleasure growing in her loins within a

few minutes.

    Then the handler did something she did not expect.  He laid her

down on her back, spread her legs, and slowly entered her.  As he did

this, he kissed her, tickled her nipples playfully, and rolled his

pelvis against her clitoris to stimulate her.  As his shaft pumped

within her, Merina once again closed her eyes and tried to imagine

Zarth, or at least Sha'teem, loving her, and her pelvis ached with

desire.  The handler's pelvis pushed firmly in just the right place to

cause the pleasure to rise, and in another minute, she moaned and

clenched him with her hands and legs as she shuddered with a mild

orgasm.

    As she lay limply, resting, Merina heard the sale declared

final.  She did not even know what her owner looked like, nor did she

care.  The tears slowly trickled again as she yearned for Shardin and

the warm, friendly crew of the Phoenix.  The handler helped her up,

and led her to the side of the platform.  She hadn't felt him coming

within her, but she felt the trickle of semen down the inside of her

thighs, so she knew he must have climaxed during her mindless moment

of orgasm.

    At the end of the room, a tall, middle-aged man with brown hair

and amber eyes was paying the auctioneer.  He was handsome, but his

eyes had a glint of cruelty in them.  Merina broke out in a cold

sweat, and felt her knees weaken slightly as she faced her owner. 

"Zarth, where are you?" she again silently appealed in desperation. 

Then the man came up to her, and lightly stroked her breasts as he

spoke.

    "What is your name, dear?"  he asked, smiling at her.

    "My name is Merina, sir.  I am a crewmember of the Imperial

cruiser Phoenix II, and I am not anyone's slave."

    The man raised an eyebrow and chuckled a little as he looked

down at Merina.  "Well, Merina, I am glad to see you have some spirit

in you in addition to all that sexual passion.  You should make an

interesting bed-partner tonight."  He attached a metal band around her

arm, hooked a small chain through a ring on it, and led her out of the

room.  Merina blushed with embarrassment at the thought of being led

naked through the streets, but then she found herself being urged into

a private vehicle just outside the door, in a deserted back-alley. 

The man got in next to her and again spoke to her.

    "My name is Antony, although you will have to call me 'master'

in public, at least.  And I know about your ship which is frantically

looking for you, but this is a planet where it is easy for a person to

drop from sight and never resurface again.  If I were you, I would try

to adjust to your new life and not hold out hope of being found by

that raging lion you call a captain."

    Merina smiled as she heard about Zarth searching for her.  Hope

welled in her anew, and she closed her eyes for a moment and begged

all the gods of the universe to help her friends find her quickly. 

She also made a vow to herself that she would not be a meek, obedient

slave in the meantime: she would fight this man every step of the way.



Chapter 11



    The terrified auctioneer gasped for breath and pleaded for mercy

as a seven-foot lion held him by the collar, two feet off the ground,

and threatened to rip him to shreds.  "I don't know who has her, my

lord! All I know is that she is to be sold at a secret auction

somewhere in town.  I have had nothing to do with any of this!"

    Lord Shardin slowly lowered the terrified man to the ground, but

continued to glower at him.  "I will believe you, for now, but if I

find you have withheld information, I will be back for you!  In the

meantime, you had better do your best to find out who has her, and

where, and when the auction will be held."

    "My lord, I can guess that 'when' will be very soon, within a

few hours at most, because nobody would want to risk their lives by

keeping her any longer than necessary."

    Shardin looked worried at hearing that Merina would be sold so

quickly.  It would be hard to spy on all of the wealthy mansions of

Orionis to look for a captive young woman.  After one last growled

warning to the shaken auctioneer, Shardin left with his cape swirling

behind him, to rattle yet another auctioneer in the city.

    Shardin was taking such an active part in the search for two

reasons.  Firstly, his empathic powers could sense if someone were

lying or telling the truth, and he quickly homed in on the people who

could tell more if the right 'motivation' was provided for them. 

Secondly, his sense of responsibility toward each member of his crew

was painfully strong.  He felt guilt and emotional pain every time he

thought about poor Merina, even though he had not in any way caused

her to be abducted.  He would have been miserable sitting in the ship

waiting for news.

    "My Lord," a voice on his communicator called.  "We have

detected some private vehicles leaving from the back alleys behind an

auction house on the west side.  We are releasing the drone probes to

follow each vehicle, just in case one of them has Merina in it.  It's

the only concrete lead we've had yet, sir."

    "Good work, mister!  That sounds like a very good lead to me. 

Just don't lose a single one of those cars.  I'll be joining you in

your sector just as soon as I can get there.  Shardin out."

    "Shardin to Phoenix," he then radioed.  "Sha'teem, are you on

the bridge?"

    "Aye, sir.  Any news yet?"  Sha'teem replied from the command

chair.  Shardin had him coordinating the blockades from the ship, and

leaning on the planetary government from time to time.

    "Sha'teem, I think we've got the break we need.  The officer in

charge of searching the western sector has sent probes out to follow

several private cars that just left an auction house from the rear-

alley doors.  I want you to help him coordinate those drones with the

ship's computers, and send me a map with each destination marked as

soon as they get where they're going."

    "Aye, sir.  That does sound quite promising.  I think we may

find her, after all!"

    "Did you have any doubts, Sha'teem?"  Shardin chuckled with a

joy and hope he had not felt since this crisis began seven hours ago. 

"I for one want to leave this flea-bag planet sometime in my nine

lives, and we can't leave without Merina.  It's that simple.  Let me

know where to send my soldiers as soon as you can.  Shardin out."

    				*	*	*	*	*



    The car pulled into a carport, and Merina got out with Antony

beside her.  He took her quickly inside the huge mansion, and led her

to his bedroom.  He didn't see the insect-like flying drone hover over

the parked car, and then zip through the open door right behind him. 

He didn't see the tiny camera-drone follow him as he took his newest

slave to the bedroom.  But as it parked itself for a brief moment on

Merina's hand, and then landed on the ceiling, Merina saw and

recognized it.   She tried to keep the surprise and joy out of her

expression as she realized that the Phoenix had found her, and that

help would be on its way as soon as they could trace the homing beacon

and get their attack party ready.  The drone's lighting on her hand

was Shardin's way of letting her know she had been found.  "Thank you

Zarth!" she silently said, and found that she now had the courage to

resist this man, because her captain was on his way.

    "Merina, my dear," Antony murmured huskily.  "Come here beside

me on the sofa, and we'll have some wine before retiring."

    Merina squared her shoulders, lifted her chin proudly, and said,

"No.  You don't own me, and you never will.  I would die before I

share a drink with the likes of you."

    Antony turned and looked at her in amusement.  "So, the kitten

still flexes her claws, eh?  Well, I intend to finish my glass of wine

in a civilized manner, and then I'll attend to you.  You ought to

enjoy your last moments of rebellion while you can, because after this

night, you will know beyond all doubt that I am your master, and you

will kneel at my feet if I order you to."

    				*	*	*	*	*



    In the drone command unit, Shardin sat watching the dozen

monitors showing various scenes, including several chauffeured

vehicles driving through exclusive neighborhoods.  One car pulled into

a garage as he watched, and the drone followed and hovered as a man

and a naked girl got out.

    "We've found her!  Ensign, concentrate your efforts on drone

#C67, and keep it following her into that house!"  Shardin was

ecstatic.  "Sha'teem!  We've found her!  Get a fix on #C67, and print

out a map with the location marked, and deploy the strike-force teams

to this sector."

    "Aye sir, we've almost got it pinpointed, and the forces are on

their way to your command-center now.  And congratulations, sir!"

    Shardin grinned and watched the picture from the drone as it

followed Merina upstairs behind the man who led her by a small chain

hooked to an armband.  Shardin's expression changed to distaste. 

"That lecherous bastard! He's going to be sorry he ever laid eyes on

her by the time I get through with him.  Ensign," he addressed the

young operator for the drone in question, "see if you can't give

Merina a signal in some subtle way.  Let her know we've found her,

without him seeing it."

    The technician fiddled with some controls, and as the man turned

his back to pour some wine, the drone swooped down, landed on Merina's

hand for about a second, then zipped back up to the ceiling.  The

girl's brief look of recognition and joy before she masked her

expression was worth millions to the worry-worn captain.  "Hang in

there, baby.  The troops are on their way!"

    As soon as the strike units arrived, Shardin packed the portable

drone-monitor and the technician into a jet-transport with him, and

they all headed for the mansion to rescue Merina.  As Shardin watched

Merina refusing the man's offer of wine, he groaned.  "Don't bait him,

silly!  Play along, waste time, give us time to get there.  I want to

rescue you before he beats the daylights out of you and rapes you, not

afterwards, Merina!"

    				*	*	*	*	*



    Merina gulped slightly, but stood her ground as Antony finished

his last sip of wine and walked slowly toward her.  "You're going to

have a fight on your hands if you try to touch me," she said as she

took a step backwards toward the door.

    Antony smiled coldly.  "If it's a fight you want, I'll give you

one," he said as he took a leather riding crop  out of a drawer and

advanced toward her.  "You want to call a truce now, before it's too

late, my dear?" he smiled menacingly.

    Merina decided to fight another day, and bolted for the door. 

Beyond her hearing, Shardin urged her on, praying for her escape and

ordering the transports to go faster.  Antony caught her before she

got the door open, and threw her to the floor.  The riding crop 

slashed down onto the back of her thighs, and Merina gave a short yelp

of pain and jumped up.  She backed away from him as he slowly advanced

on her again, the crop poised to strike again.

    "Look behind you, Merina!" Shardin shouted as he watched the

monitor.  They were less than a mile from the house now.

    Merina did not look behind her, and backed up against the large

bed, almost falling backwards onto it.  Antony grinningly advanced,

and Merina turned to run across the bed and get away from his grasp,

but he lunged suddenly and caught her, shoving her forward so that she

fell halfway onto the bed, face down.

    Antony quickly pinned her hands behind her back and held them

with one strong hand, while the other hand brought the crop down onto

her bare backside.  Merina squealed with pain, and thrashed about

trying to get loose.  Her legs were hanging down the side of the

somewhat high bed, and could not get much leverage, so she was

essentially helpless.  She knew it; Shardin knew it as the transports

crashed the front gate; and Antony knew it, as he brought the crop down again and again on her backside and thighs.  Each stroke raised a

welt, and even Shardin could see them through the small monitor, and

could hear her cries of pain and rage.

    Then Antony changed his tactics.  Suddenly, without warning, he

flipped Merina onto her back, and before she knew what was happening,

he was on top of her, pushing her legs apart with his knees.  One

quick rip at a cord around his waist, and his robe was open, freeing

his erect shaft, which plunged suddenly into Merina.

    "No!" she screamed, in an echo of Shardin's own cry of outrage

at what he saw through the monitor as the transport stopped in front

of the house.  "Merina fought and tried to pull herself off of the

shaft that impaled her, to no avail.  Antony began pumping savagely

within her, and enjoyed his cruel game for perhaps six seconds before

all hell broke loose.  For at that moment, the front door of his house

was blasted away by laser-fire, and storm-troopers rushed into the

house and up the stairs.

    Antony pulled out of Merina and stood back in shock as pounding

feet raced up the stairs.  Merina jumped up and stood beside the bed,

grabbing a pillow to cover herself with just as the troopers rushed in

and roughly grabbed Antony.  The troopers shoved him toward the

bedroom door, where he was met by 250 pounds of murderously angry cat. 

Shardin broke the terrified man's neck with one squeeze of his

powerful fists, dropped him, and turned toward Merina.  The fury in

his eyes melted instantly, and he rushed over to her, arms open for

her.

    Merina plunged headlong into Shardin's embrace, dropping the

pillow and forgetting the two dozen troopers who stood awkwardly in

the room.  "Oh Zarth, I'm so glad to see you!  I was so scared you

wouldn't be able to find me, and I...and then he..."  By this point

she was crying too hard to speak, and melted against Shardin's warm

body, wrapped snugly by now within his long, black cape.  He picked

her up and carried her out to the transport, purring loving

reassurances in her ear, kissing her forehead, rubbing his cheek

against her soft hair.

    Merina held Shardin tightly, and cried herself to sleep as they

rode the transport back to the shuttle pad.  She continued to sleep

soundly in his arms, cradled like a child, as they rode the shuttle

back to the Phoenix II.  Shardin quietly carried her to his quarters,

where she stirred slightly as he laid her on his bed.

    "Just rest, sweetheart.  I'll be right here beside you, holding

you as long as you want to sleep.  You're back on the Phoenix, safe

and sound."  Zarth leaned over and pulled a blanket over her, then lay

down beside her, stroking her hair and hugging her gently.

    "It feels so good to be home and in your arms, Zarth.  I should

have known you'd find me.  I worried more than I should have while I

was being sold.  I'm not that sleepy now, but could you still lay here

and hold me and make me feel good?"

    "Certainly, love," he murmured as he stroked her back soothingly

with his fingertips.  She sighed with pleasure as she felt his hands

reach under the cape and blanket around her, stroking and lightly

tickling her nude body.  He moved his head down and kissed her

nipples, then sucked on them teasingly, one at a time, while his hands

continued stroking her body.  When a hand touched one of the pink

welts on her backside, she flinched slightly, and Zarth remembered

about what Antony had done with that riding crop .

    "I'm sorry, baby.  I forgot about those welts.  I know they must

be hurting you.  Do you want me to have sickbay send something down

here that I can rub on them for you?  I can make even that a pleasant

experience for you, and I'd feel better knowing that you've been well-

attended to."  He nuzzled her neck a little as he spoke, and Merina

stroked his tawny mane affectionately.

    "I don't think those few little welts need that much attention,

really.  But if you will feel better by doing something about it, then

I'd enjoy being pampered and ministered to."

    Zarth make a call, and a few minutes later a small tube of

medicine was delivered to his door by a messenger.  As he gently

rubbed the cooling, pain-killing gel into each welt on Merina's bare

backside and thighs, she sighed with contentment.

    "Ooh, that does feel good, Zarth.  So cool and tingly.  You are

so good to me, darling!"  Zarth smiled and planted a kiss on each

cheek of her shapely butt, then massaged them gently with his hands. 

The medicine had soaked in and disappeared, and the welts were already

beginning to fade significantly.  As he continued gently kneading the

muscles of her buttocks and thighs, Merina slowly spread her legs

apart and sighed with pleasure.  Zarth reached between her thighs and

began softly stroking her pubic region with his fingers, and gradually

homed in on her clitoris.  "Do you want me to make you feel good,

love?  Or do you want me to leave you alone there?"

    Her silent reply was to draw her knees up even farther apart,

hiking her butt up slightly in the air so he could reach under her

better, and to moan with pleasure.  Zarth chuckled softly and began

stroking her clitoris with his fingers while he planted kisses on her

back.  She soon began moving her pelvis gently up and down against his

fingers, and then turned over and spread her legs while smiling

contentedly at him.

    Zarth grinned and winked at Merina, as his mouth moved down to

her loins.  Slowly, teasingly, he began licking and tantalizing her

throbbing organ.  Her groans of pleasure were music to his ears--music

he had been so afraid he would never hear again from her lips.  If

they had not found her....  But then he pushed those frightening

thoughts from his mind and concentrated on making Merina forget every

moment of those hours of fear and abuse.  He wanted them to fade from

her mind like a bad dream--to be replaced by the reality of his love

and tender attentions.

    Merina also had the same idea, and reveled in his every touch as

she zeroed her whole attention in on her marvelous man-cat.  She

groaned and arched her pelvis, grinding it against Zarth's tongue, and

reached for one of his hands which were stroking her breasts.  She

pulled his hand up to her forehead, and heard him chuckle as he placed

his fingertips in the correct position.  Her mind suddenly filled with

images of love--of Zarth hugging and kissing her, of reassurances that

he would keep her safe always, and above all, images of how very

special she herself was in his eyes.  She stroked the massive head and

tawny mane and sent her own images of love and gratitude out for Zarth

to pick up with his powerful mind.  Then she closed her eyes and

relaxed as the first impulses began flowing into the pleasure center

of her brain.

    The ecstasy flowered in her loins and spread, gently but

relentlessly growing as Zarth's tongue and mind worked expertly in

rhythm with her throbbing sex.  She pushed steadily into the tongue

and into the ecstasy of arousal, moving quickly toward a peak.  The

delicious sensations grew, becoming almost unbearable, until her

tantalized nerve endings short-circuited and she went into orgasm.  

    As she moaned loudly and thrust her pelvis hard against Zarth in

her ecstasy, he gave one gentle pulse of energy and began withdrawing

his mind.  Her vaginal muscles pulsed against his tongue, and

wonderful, musky-scented juice flowed freely from  her.  He licked

tenderly in and around her vagina, reveling in the taste and smell of

a female in orgasm.  The pheromones were at their strongest at this

moment, and the scent of climax was an unmistakeable and arousing one

to him.

    Merina rested limply as Zarth nuzzled, licked, and kissed her

almost reverently in that most intimate area.  "Zarth, isn't it your

turn now?" she mumbled with a peaceful smile as she stroked his soft

mane.

    "I'll wait til morning for my turn, sweetheart.  I wanted to do

this as a gift, free and clear.  My pleasure can wait a few hours,

while you sleep this orgasm off.  Would you like to lay on top of me

while we sleep?" he asked as he rose from her loins and lay down

beside her, rubbing his wet mouth slightly against the covers as he

went.

    "Ooh, you smell funky!" she mumbled as he kissed her.

    "No, I smell wonderful because I smell like you, darling," he

purred as he kissed her again, rolling her on top of him.  Merina

snuggled against his warm, furry chest, and was soon sound asleep. 

Zarth pulled the blanket back over her, kissed her tenderly on the

cheek,and then drifted off to sleep with his arms around her.



Chapter 12

    Shardin strolled onto the bridge looking contented and happy. 

Sha'teem grinned at his captain as he relinguished the command chair. 

"How is Merina doing, my lord?"

    "She's just fine now, Sha'teem. 100% recovered from her ordeal,

I'd say.  She was just getting some clothes sent up to her in my

quarters when I left her."  He smiled as he recalled how she woke him

up a little while ago: stroking his balls lightly and mounting herself

on his phallus as it emerged from its sheath.  They had made love

lustily, with her on top and in command of the situation.  Merina

brought him to a thundering climax so quickly that he almost didn't

have the presence of mind to remember to touch her forehead and send

her grinding ecstatically into him just as he ejaculated.  Now, he was

back on the bridge and had other matters to turn his mind to.

    "My lord,"  Sha'teem gently inserted, breaking his reverie, "the

planetary government informed us a little while ago that they have

captured one of the men directly responsible for Merina's kidnapping,

and are holding him in custody awaiting our instructions."

    "Outstanding, Sha'teem!" he enthused, but then sobered a little

with his next thought.  " Admiral Diergov told us to make an example

of this planet that will be heard throughout the empire, so that's

what we'd better do.  Have a shuttle made ready, and a few storm-

troopers to accompany me."

    "Aye, sir.  And shall I notify the planetary council to be

waiting for your arrival, and to have the prisoner there waiting?" 

Sha'teem knew his captain well, and had some idea of the nature of the

punishment to be executed against the unfortunate criminal.  Shardin

was normally peaceable, affectionate, and harmless as a fly; but when

one of the crewmembers under his care was harmed, his rage knew no

bounds, and his vengeance could be terrible.

    Shardin smiled a little sadly as he nodded at Sha'teem.  He knew

what he needed to do to punish the kidnapper, but enough time had now

passed that the sense of outrage was no longer in his heart.  Merina

was fine now, and even the welts on her backside had faded away to

nearly nothing.  But the example still had to be set, and he set off

resolutely for the shuttle-bay.

    As he rode the shuttle to the palace that housed the government

of Orionis, Shardin relived in his mind the images of Antony whipping

and then raping Merina, and remembered the images from her mind of the

handlers' treatment of her, and of the sale.  He felt her fear and

humiliation in his mind as he remembered, and the outrage and anger

returned to his heart, as he had hoped it would.  He needed those

feelings coursing strongly through his veins in order to do what he

had to do in his role of Imperial judge, jury, and executor-of-

justice.



    				*	*	*	*	*



    "My lord, we are most honored to have you here," the prime-

minister of Orionis exclaimed, bowing humbly.  The Council had

gathered, and two guards held a terrified but seedy-looking man

between them.  His hands were shackled behind his back.  He whitened

in terror as Shardin and the storm-troopers marched sharply into the

room.

    "Prime-minister, what evidence can you present me to prove that

this is one of the men who abducted my crewmember?" Shardin asked the

nervous leader.  He wanted to make sure they hadn't grabbed just

anyone off the streets as a scape-goat.  A planet like Orionis could

not survive without the good-will of the Empire, and Shardin knew they

would do anything at this point to re-establish that good will.

    The prime-minister presented his case against the man, and then

Shardin walked over to the prisoner.  "If you are innocent, you have

nothing to fear from me, because my mind will see your innocence.  I

will not hurt an innocent man.  Now, clear your mind and let me ask

you a few questions."

    Shardin asked the man about the abduction, and listened

carefully as the man answered the questions.  The man said that he had

nothing to do with any of it, and that he was being railroaded; but as

he spoke, Shardin sensed the fear and guilt that always accompanied

lying.  He calmly said, "I can sense you are lying about something. 

Perhaps you'd better clarify yourself a bit better."

    The man became more flustered, and said that he thought he had

seen the girl, but that he had not abducted her, and that he thought

one of his friends might have done it.  Shardin still sensed the fear,

but also sensed a sly cunning within the mind, as the man thought he

was squirming out of this jam.  Shardin had succeeded in throwing him

off-guard by acting calm, equitable, and even courteous.  The man's

true nature was beginning to become evident now to Shardin's empathic

mind.

    "I must see your thoughts now, by touching your mind.  Again, if

you are innocent, you have nothing to fear from me," Shardin said,

smiling with deceptive gentleness.

    The man backed up in fear, and Shardin motioned for two of his

troopers to hold the man firmly, then approached and placed both of

his hands on the man's forehead.  This melding would be forced, and he

would need power surging through both hands to forge the link.

    Shardin's mind forced it's way past the blockades in the

prisoner's mind and saw the truth.  He saw the syringe injecting a

sedative into Merina's arm.  He saw the ride in a darkened van with

the unconscious girl, and the hand lasciviously stroking her

unconscious body in an intimate manner.  He even saw the sleeping girl

being mounted in an assault she would thankfully never know about.  He

had seen enough.  The rage built up in him and overflowed into the

depraved criminal's brain, and the man screamed shrilly with terror

and pain.

    Then Shardin released his grip and stepped back for a moment. 

"This man is guilty of kidnapping and raping a crew member of the

Imperial Fleet.  The penalty is death.  Is there a dissenting voice in

this assembly, before I carry out the sentence?"

    "No, my lord," came the murmured response from the Council.

    Shardin then ordered his troopers to strip the clothes off of

the prisoner, and hold him down spread-eagled on his back on a nearby

table.  When they had complied, he approached the man calmly, regally,

and with murderous intent gleaming in his green eyes.  The miserable

man screamed and fought in vain, as Shardin placed both hands again on

the struggling forehead.

    The pulses of extremely powerful energy shot from his mind into

the pleasure center of the man's brain. His flaccid organ instantly

became engorged and lifted, pulsing with strong arousal.  Within a few

seconds he ejaculated, crying out with the intensity of the orgasm. 

But still the energy poured into that center of his brain, and still

he gasped and screamed with the ecstasy that had suddenly turned into

torture.  His penis continued to throb in abortive efforts to

ejaculate again, and his arms and legs twitched almost as if he were

being electrocuted.  His screams filled the chamber and echoed out

into the corridors, and still the energy pulsed, torturing him with an

orgasm that would not cease.  Finally, after nearly two minutes, the

screams ceased as the man's overworked cranial arteries burst, and he

instantly died of a massive stroke.

     Shardin let go quickly, and staggered--drained and weakened

from all the energy he had expended to short-circuit this man's brain. 

Two of his troopers quickly grabbed each of his arms and supported him

for a few minutes until he slowly regained his strength.  He

gratefully hung on to them, panting a bit, while his mind eased back

toward a calmer, more relaxed level.

    The council chamber was silent while the dead prisoner was taken

away.  The Council members sat in shocked and terrified silence, and

waited with averted eyes for Lord Shardin to regain enough strength to

speak again.  Finally he let go of the troopers who supported him, and

walked slowly over to the Council.

    "Sirs, I hope you will let this execution serve as an example to

you and your people, that the Empire will not tolerate any acts of

aggression against its representatives.  We have every desire to let

your people live their lives in peace, and to help your people in

times of famine or sickness, but this rule has to be followed without

exception.  Please see that every person on this planet understands

the penalty for assaulting any member of the Imperial Fleet." 

    Shardin then turned and walked out of the chamber and boarded

his shuttle, followed by his storm-troopers.  And as he sat at last in

the privacy of his shuttle-cabin, Lord Shardin lowered his head into

his hands, and wept.

    				

Chapter 13



    The Phoenix and her sister-ships streaked away from Orionis

toward their first jump-point, and Sha'teem no longer needed to

monitor the bridge for a while.  He quickly turned the control over to

another officer, and headed for Shardin's quarters.  On the way, he

picked up a bottle of Antarean brandy from his quarters, smiling at

remembrances of the effect this stuff had on his friend.

    He arrived at Shardin's door and was admitted by Shardin, who

smiled sadly as he sat back down in his favorite chair.  Sha'teem

poured them both a drink, and handed one to Zarth as he sat down in a

chair close by.  "You had to do it, Zarth.  He was guilty as hell, and

deserved to die."

    Zarth sighed, and took a large swallow of the brandy.  "I know,

old friend.  But did I really have to kill him in that fashion?  Why

didn't I just draw a phaser and shoot the bastard?  He'd be just as

dead, and I wouldn't feel so...so...inhuman!"

    Sha'teem laid a hand on his friend's shoulder and squeezed

gently.  "Because the Admiral ordered you to make an example of this

planet that the entire empire would pay attention to.  You did that.

Now forget about it."

    "How can I forget that I used that special gift in my mind to

kill, rather than to give pleasure?  And how can I use that gift

again, knowing what it is capable of?"  He took another jolt of the

brandy as he felt the tears brimming in his eyes again.

    "It doesn't have to be that way, Zarth," Sha'teem quietly

consoled his friend.  "Just give yourself a little time to get over

the feelings of guilt, and to find that center of peace in your soul. 

That peace and affection is what makes you the person you are--the

person we all love and would gladly die for in battle.  You haven't

changed, Zarth!  You are still that person, no matter what you had to

do on that planet.  Just give yourself some time, and let the people

of this ship love you, and don't be afraid to love them back.  You

know in your heart that you would never harm them, even in a moment of

anger over some broken rule."

    Sha'teem then got up and gave Zarth's shoulder one more squeeze

before heading for the door.  "I'm going to send someone in here in a

few minutes, Zarth.  Someone who I think can do you a lot of good. 

I'm not going to let you sit in here all alone and cry in your

brandy."

    Zarth blinked back the tears and smiled at his friend.  "Thanks

Sha'teem.  I know you're right, and I won't send this person away. 

Just one question, though.  Is this person male or female?"

    "I'll let that part be a surprise, old tom-cat!" Sha'teem

chuckled as he left.

    After Sha'teem left, Shardin took only a small sip of the brandy

before putting the glass down.  He was now pleasantly sloshed, but he

no longer wanted to drink himself into oblivion.  Sha'teem had piqued

his curiosity, and had also made a great deal of sense in the other

things he had said.  Shardin sat back in his chair and relaxed while

waiting for his 'mystery-guest' to arrive.

    The door buzzed.  "Come in," Shardin called, as he stood up and

faced the opening door.  In walked Amri...with a regulation haircut. 

Shardin burst into a merry chuckle as he shook his head and said, "I

should have known.  Come in Amri...and my compliments on your

haircut."

    "Thank you, my lord," Amri murmured with a grin as he kneeled. 

"May I have the pleasure of serving you, master?"

    				*	*	*	*	*



    Back on the bridge, Sha'teem smiled as he watched the stars

slide by.  He knew his friend was in good hands, and relaxed into the

command chair and dreamed about what adventures might lie ahead for

the Phoenix II and her intrepid crew.



    				The End























                   Adventures of the Phoenix: Part II.

                        Dalton's Dream Planet    

                          

Chapter 1

 

    Three galactic cruisers sailed through the empty void of space

toward another assignment.  On board the ships, tensions were high;

the crews were badly in need of a little R&R.  It had been over six

months since their last debauch--a memorable little world called

Orionis, where sex was the primary diversion among all its

inhabitants.  Since then, the Phoenix II and her sister ships of the

Imperial Fleet's 'first wing' had been involved in a minor military

action in the Denebian system.  Putting down the rebellion there had

stretched from the predicted few weeks into several months of

frustrating guerilla warfare, leaving the crews exhausted and unhappy.

    Lord Shardin sat in the command chair, feeling the negative

emotions of his crew with his empathic mind, and made a decision. 

"Lieutenant Voth, please compute the necessary 'jumps' required to

take us to Dalton's Dream Planet in the shortest possible time." 

Shardin supressed a grin as the waves of hope and excitement hit him

from around the bridge.  They all knew that a trip to Dalton's was

something akin to dying and going to Heaven.

    "My Lord, we can be circling the planet within five days, after

going through three 'jumps'," the lieutenant responded hopefully.  He

had not yet been to that magical world, but had heard many wonderful

stories about it from other crewmembers who had.  It was said that

anything you think about becomes real, and you get to experience your

fondest fantasies to the hilt.

    Lord Shardin grinned at Commander Sha'teem, his First-officer,

who was every bit as excited as the younger bridge officers.  Sha'teem

had been there.  He watched with mounting excitement as Lord Shardin

contacted Admiral Diergov for permission to divert to Dalton's for

extended shoreleave.  Surprisingly, the Admiral agreed with only a

token amount of haggling, and as the communications screen went blank,

cheers erupted around the bridge.  Within moments the good news was

announced on all three ships, and Sha'teem watched Shardin close his

eyes and bask contentedly in the happy emotions flooding through his

ship.

    After turning the bridge over to the chief helmsman, Shardin 

and Sha'teem left the bridge and strolled the decks together.  "So

tell me, Zarth.  Are you going to take a companion to the planet, or

are you going solo?" Sha'teem asked his captain.  Shardin smiled and

his tail swished lazily as he walked.

    "I may try it both ways, Sha'teem," he murmured with a pensive

smile.  He had not quite recovered his self-esteem and happy demeanor

in the months that had elapsed since his experiences on Orionis. 

Having to use his mental powers to kill rather than to give pleasure

had left him devastated and afraid of his own mind, and it had taken

the loving support of the entire crew to bring him out of it.

    The military engagement on Deneb-6 had also dealt him a mixed

dose of pleasure and sorrow.  A soldier to the core, Shardin reveled

in planning battle strategy and leading the ships into skirmishes with

rebel ships.  But the flip-side of the 'fun and games' of fighting was

the loss of lives, which left both Shardin and Sha'teem grief-

stricken.  That was an inevitable price of war, but Shardin always

took those losses personally and grieved for the dead soldiers as if

they were his own children.  Which, in a sense, is what they were;

those crewmembers on his ship were his to command, but they were also

his to protect and care for.  And Shardin took that responsibility

very seriously.  Sha'teem grieved as well, but was more philosophical

and at peace with himself at the same time.

    There was one 'almost-casualty', however, that shook both

Shardin and Sha'teem to the core: Amri, their youngest cadet.  Amri

had joined the crew during their shoreleave on Orionis, when Sha'teem

and three of the women of the Phoenix had 'purchased' him as a sex-

slave from an auction.  Of course he was then free, and joined the

crew as a trainee, but he still enjoyed playing the game of 'sex-

slave-extraordinaire' when time permitted.  Needless to say, the women

of the ship loved him to death, and both Shardin and Sha'teem felt a

semi-fatherly affection for the boy that had grown stronger with the

passing time.

    Amri had quickly become a top-notch cadet in the months that

followed, and just a month ago he had finally badgered Shardin into

letting him take part in some of the action on Deneb-6.  Amri's

assignment involved a little snooping and spying--a task for which the

seventeen-year-old had demonstrated unswerving ability.  But, after

about a week of successful undercover surveillance, something went

wrong and Amri dropped out of sight.

    Shardin and Sha'teem were frantic.  They went to unbelievable

lengths in searching for the boy, at the risk of weakening their

military position against the rebels.  Day after day they sent

hundreds of 'insect' drones flying over the huge city where Amri had

disappeared.

    Finally, as their more experienced  'cloak-and-dagger' officers

centered in on several leads, Amri was found by a drone and tagged

with a homing device, and the chase was on. His rebel captors had

treated him badly, and by the time Shardin and Sha'teem caught up with

them and liberated the boy, he was an emotional (and physical) wreck.

    Sha'teem had reached the boy's cell first, and found him tied to

a bed in a position that would lead one to some obvious conclusions

concerning what had been done to him.  He also showed fresh welts and

belt-marks, as well as a fair number of bruises, on his naked body. 

Sha'teem choked back the tears of rage as he untied Amri, and as he

helped the boy to his feet, Shardin rushed in.

    Amri bravely stood and saluted his captain. "Cadet Amri ready to

report, my Lord," the boy said in a shaky voice, and Sha'teem saw the

tears spring into Shardin's eyes.

    "It's all right, Amri.  You're safe now, son," Shardin whispered

in an emotion-choked voice, as he wrapped his cape around the boy and

held him tightly.  Amri's last remnants of control shattered, and he

sobbed convulsively for many minutes as both Shardin and Sha'teem

embraced and consoled him (and each other).

    Amri spent a couple of days in sickbay--with Shardin, Sha'teem,

and most of the women of the ship taking turns sitting by him,

pampering him in every way known to humankind.  His cheerful demeanor

returned quickly enough, and his young body mended just as quickly,

but Shardin could still sense the hurt and fear under the surface in

the boy's mind.  That worried him, and he wanted more than anything to

sooth the boy's memory of that abuse and humiliation, and help Amri

regain that carefree happiness which made him so wonderfully special. 

A trip to Dalton's Dream Planet would help all of them, especially

Amri, Shardin thought as he and Sha'teem quietly walked through the

ship.

    Sha'teem also thought about the well-known therapeutic benefits

of acting out one's fantasies, desires, and even fears, in the private

and safe environment of Dalton's Planet.  He knew an over-worked,

guilt-ridden starship captain who needed the soul-cleansing effects of

that magical world even more than Amri did.  And he also knew that he

needed it, too. 

    					*	*	*

     The days passed quickly for the excited crews, and soon the

three star-cruisers found themselves settling into parking orbit over

the cloud-swirled surface of Dalton's Dream Planet.  Since the planet

and its natives were truly magical, the first response the Phoenix

received from its arrival was a sudden puff of orange smoke on the

bridge.

    Out stepped a wizard, decked out in robes and wielding his

power-staff.  "Welcome, children, welcome! You are all invited to live

out your fondest dreams or memories on our humble world. My name is

Vandorth, and I am your representative for this visit.  It is my honor

to guide each of you through the fulfillment of your wishes on the

planet's surface. Once I have read the minds of all of you and

processed the information for the central coordinator, you will be

free to come and go on the planet at your convenience."

    The wizard's task was quickly completed, and the time was

finally at hand--shoreleave time! 





Chapter 2 



    In addition to the more magical aspects of Dalton's, there was

also a very real city, full of attractions.  One of the more popular

spots for visitors was the open-air marketplace, where all kinds of

goods--magical or otherwise--could be bought.  It was here that Amri,

Shardin, Caitlin, and Xia began their planetside activities.

    One of the most sought-after items on the surface of Dalton's

was a rug made from the fur of a powerfully magical beast called a

Vortavar.  This llama-like animal had thick, unbelievably soft fur,

which was imbued with the power to enhance the sexual experiences of

anyone lying on the fur at the time.  The magic also extended so far

as to repeat the vision when the person lay on the rug alone later.

    This highly advantageous aspect of the fur rug made it one of

the most sought-after commodities in the galaxy, and the price it

brought was often exorbitant.  Fortunately, the Vortavars were easy to

breed in captivity, and there was usually a good supply of rugs on

hand at the market.  It was at one of the many 'Dalton Dream Rugs'

booths that Shardin saw Amri rivetted like a magnet.

    Shardin watched, grinning, while Amri tried valiantly to haggle

the merchant's price down to an affordable level.  Amri wanted a rug

desperately, and Shardin, sensing this, ambled over and watched with a

mischievous smile.  The haggling finally reached a deadlock, still far

above any price the young cadet could afford, and Amri walked away,

dejected and embarrassed.

    Shardin motioned for Xia to go with the boy, and with a wink and

a grin let her in on his plan.  Xia dashed off after Amri, trying to

keep a straight face, while Shardin selected a larger, more expensive

rug and bought it for the boy.  He and Caitlin caught up with Amri and

Xia in a small park, and Shardin smiled sympathetically when he saw

the boy sitting on a bench, staring moodily at a pond with flying fish

and ducks which changed color every few seconds.

    Sneaking up behind Amri, he draped the rug over his slumped

shoulders.  Amri straightened up in surprise, looked at the large rug

and at his grinning Captain, and light dawned.

    "My Lord, you shouldn't have!" he exclaimed, delighted but also

embarrassed at being given something so expensive.  Amri looked

sheepishly at Shardin, who sat down beside him and smiled as he laid

his hand affectionately on the boy's shoulder.

    "I want you to have it, Amri.  You give all of us on the Phoenix

so much joy, and it's only right for us to return some of that joy to

you in some way."  He playfully touseled Amri's hair for a moment,

giving the boy a chance to blink back the tears of gratitude that had

welled in his eyes.  Then he leaned closer, eyes twinkling with mirth,

and whispered, "Besides, I may want to borrow it a time or two,

myself."

    "Certainly, my Lord!" Amri exclaimed, and added with a smile,

"And perhaps we could use the rug together a time or two as well,

sir?"  He looked up at his captain with such love and adoration that

Shardin's eyes misted over and he felt his loins stirring.  Silently,

he nodded his assent, and stroked the boy's hair for a moment before

letting his hand drop back to his side and regaining his composure.

    The girls, meanwhile, were intently studying the pond in their

efforts to ignore Shardin and Amri for a few minutes.  They discussed

their plans for the day, and were giggling over each other's fantasies

when Shardin and Amri interrupted them.

    "Are you girls ready to tell us if we're in your fantasies for

the day, or not?" Shardin purred as he embraced Caitlin.  She squealed

with delight and squirmed as he began tickling her mercilessly.

    "All right Zarth, we'll tell!" she panted, still giggling.  "Xia

and I were just discussing that magic carpet, and we were wondering if

Amri would like to break it in with a real, bona-fide orgy?  The four

of us would fit on it comfortably, and we could find a nice, private

meadow to try it out on.  That is, if you want to, Amri. It is your

rug, after all."  She smiled at Amri as he glanced back and forth at

his three friends.

    "I think it would be wonderful!" he exclaimed, feeling the

beginnings of an erection already.  "And did you know that this rug

remembers as many as a dozen sexual episodes on it, and when you lay

down on it alone later, you don't know which episode you're going to

be re-living.  The merchant told me that today.  I can't wait to begin

putting memories into this rug!  Let's go find that meadow!" 

    				*	*	*



    By silent consent, Xia, Caitlin, and Zarth decided to give Amri

(and his rug) an experience he would never forget.  After finding

themselves magically transported to a sunny, flowery meadow, they

quickly spread the rug out and stripped their clothes off.

    At that point, Amri found himself being gently laid onto the rug

and ministered unto by two amorous human women and a seven-foot male

cat.  There were hands stroking his body with exquisite tenderness as

he stretched out on his back; there was a mouth pumping and sucking on

his throbbing cock; there was a mouth kissing his face and neck and

nibbling on his ears; and of course there was a furry hand on his

forehead gently sending energy pulses into the pleasure center of his

brain.

    Amri groaned and arched with the intensity of the pleasure, and

closed his eyes as the enhanced images from the rug flooded over his

body and mind.  As the pleasures raced through his shuddering body,

Amri blindly groped with his hands, found a female body, rolled over

and mounted her.  As he pumped within the warm, wet loins, Amri began

sensing not only his arousal, but the pleasure coursing through her

loins, and realized that Zarth must be touching both her head and his,

driving them both wild with the energy from his mind.  In addition,

the rug was amplifying the energy and bouncing it back into all four

of them.

    Amri opened his eyes and watched for a few moments before he was

drawn inexorably back to the throbbing arousal in his loins. He was on

top of Xia, and Zarth had a hand on each of their foreheads.  Zarth,

in turn, was groaning and thrusting against the rug with arousal.  At

that moment, Caitlin squirmed into the midst of the bodies and quickly

got under Zarth, offering him something more pleasant to thrust

within.  The pleasure bouncing back from the rug enveloped her as

well, and she moaned and shuddered with arousal.

    Then Amri became submerged in the mindless pleasure again, and

closed his eyes.  He wished this could go on for a while longer before

he climaxed, and, magically, it did.  The rug could not only increase

pleasure--it could prolong it as well.  

    At some point during this session, Zarth realized that if he

simply grasped the rug with his hands, he could funnel the energy

through the rug and have it surge through all four of their minds. 

The rug magically knew where to send the energy surges in each brain. 

Including Zarth's! 

    This new experience sent Zarth into wild fits of passion.  He

had never felt his own brain's pleasure center stimulated by this

energy before.  He had only been able to give this gift to others. 

But now, through the rug's magical echo, he experienced it and felt

himself close to tears with the intense joy he felt along with the

arousal. He quickly reached orgasm and roared until he was hoarse as

he shot stream after stream of semen into Caitlin's spasming loins.

    The orgasms went off like firecrackers then, one after the

other, until all four lovers were totally drained and exhausted.  They

lay for a long time on each other as if dead, and finally rolled into

more comfortable positions and slept for a few hours in the warm

sunshine.  Nearby, the magician overseeing this group smiled with

satisfaction as he made plans for the next fantasies they would be

experiencing that day.

    				*	*	*



    Caitlin woke up first and found herself on top of Zarth, with

Xia next to him.  Amri was partly on top of Xia, but with one leg

draped over Zarth's leg and his face nuzzled against Zarth's furry

neck.  Seven-foot cats were wonderful to sleep with, Caitlin mused

with an affectionate smile.  Then she noticed the wizard about 30 feet

away, beckoning to her to come.

    "Zarth," she whispered, and he woke up with a slight start. 

"The wizard is calling me now.  I've got another fantasy I'm going

through alone, so I'll meet the three of you back at the duck pond at

suppertime, OK?" 

    "OK, sweetheart," Zarth mumbled sleepily as he caressed

Caitlin's body lovingly.  "And thanks for making me feel so good a

while ago.  Have to do this again sometime. By the way, what's your

fantasy about, or can I ask?" 

    "I'm going to be 'Dark Fader's personal sex-slave for a few

hours," Caitlin snickered. 

    "Who the Hell is Dark Fader?" Zarth queried, now wide awake. "I

never heard of him." 

    "He's a character from an Earth movie I used to watch a lot. 

It's a science-fiction story."

    "Then tell me all about it when you get back," Zarth murmured as

he kissed her again. 

    Caitlin dressed quickly and walked off toward the wizard.  As

she neared him, an orange mist enveloped her and she disappeared into

it.  Zarth watched as the mist vanished, leaving only the wizard

standing there, beckoning him this time.  All the whispering between

him and Caitlin had awakened Amri, and Zarth felt the boy's loins

thrust slightly against his leg in greeting.

     "Are you leaving, my Lord?" Amri murmured, his mouth still

nuzzling Zarth's neck.  Zarth smiled at the affection flooding into

his mind from the boy, and gently pulled Amri on top of him. "Do you

want me to stay, Amri?" he whispered as he massaged the boy's back and

felt their two pelvises pressing together.

     "Just for a few minutes, I guess, sir. I know you have your own

fantasies to experience, and so do I.  But it feels so good just to

lay here with you holding me.  And this rug is so wonderful!  Thank

you for buying it for me.  I'm glad there will be memories of you in

it."

    Amri buried his face against Zarth's chest and reveled in the

warm embrace.  He sighed with pleasure and spread his legs slightly as

Zarth's hands slowly moved down and began massaging his backside. 

Amri felt safe with his Captain, because he knew that Zarth would

never touch him in a sexual manner there.  After what had been done to

him forcibly during his captivity, Amri didn't think he ever wanted to

be mounted from behind again.

    Actually, in the six months since he left Orionis no one on the

Phoenix had ever requested that kind of relationship with him, so it

had become a part of his past life that he felt he had out-grown. 

Unfortunately, that frame of mind had made the assaults during his

captivity all the more terrifying and humiliating to him.  The memory

still gave him cold sweats.

     Amri realized that Zarth's empathic mind was picking up his

emotions, because the hands had moved back up away from his butt and

were stroking his hair and back soothingly now.  Smiling gratefully,

Amri cleared his mind of the unpleasant memories and hugged Zarth

tightly.  "I'm not afraid of you, my Lord...I trust you.  You can do

what you were doing.  I liked it a lot," he whispered. 

    "I know you trust me, son," Zarth murmured back as his hands

again began massaging Amri's backside and thighs.  "Besides, that

particular part of your anatomy doesn't do a thing for me."  They both

laughed quietly, and Amri spread his legs rather lasciviously as he

felt Zarth's fingers begin lightly tickling his testicles. 

    The wizard, Vandorth, sat back and waited patiently, enjoying

the scene before him.  When he had read the minds of the crewmembers

on the ship earlier, he had singled these two males out as especially

needing the healing influences of this planet.  He had therefore

assigned these two to his own talented ministrations.  

    After a few minutes, Amri rolled off of Zarth so the Zvingaian

could go off on his private fantasy, but he gasped in surprise when

Zarth brought his mouth down to Amri's throbbing cock and began to

work on it.  The wizard also nodded to himself in approval from his

seat behind a bush.  For the boy's Captain to 'play slave' to him like

that, would boost Amri's self-esteem a great deal.  And that was the

very thing that needed boosting. 

    Amri's shudders of pleasure awoke Xia, who quickly got in on the

act by kissing Amri and reaching under Zarth's chin to stroke the

boy's balls.  It didn't take long for Amri to climax, with the

combination of Zarth's mouth, Xia's hands, and the energy from both

the rug and Zarth's mind surging through his loins.  He began

shuddering with the spasms of ejaculation within Zarth's caressing

mouth, still amazed at seeing his Captain doing what he was doing.

    Amri clutched Zarth's shaggy head, moaning his thanks and

twitching as the last aftershocks of orgasm were absorbed by Zarth's

mouth.  He was so glad he would have the memory of this in his rug to

enjoy time and time again.

    Zarth, panting a bit with his own unrelieved arousal, got up

from the boy's loins and, with a grin at Amri and Xia, began to dress. 

"I'll meet you two at suppertime by the pond," he murmured huskily as

he ran a hand through Amri's hair and kissed Xia lightly on the

cheek."  Then he walked off toward the wizard and vanished in a purple

mist.

    			*	*	*	*	*

Chapter 3

 

    Caitlin walked through the orange mist that Vandorth the wizard

had summoned her through, and found herself being escorted down a

hallway by a strange man.  She suddenly realized her hands were bound

behind her back, and she was wearing a rather skimpy tunic that

fastened down the front.  A part of her mind told her that this was

the beginning of her fantasy, and that she was about to be bought by

Dark Fader and accompany him to the Death Station as his personal

slave/lap-pet.  But the rest of her mind screamed "this is really

happening...it's so real! Help!"

    Caitlin entered a room with about a dozen richly-dressed beings

standing about a central platform.  The 'handler' who was leading her

secured her to a short post with a ring in the top, tying her still-

bound wrists to it.  She felt about as helpless as she had ever felt

in her life as she watched the group of wealthy buyers surveying her.

    The auctioneer began describing her to the group which had

gathered closely around her.  Towering above them was a figure dressed

in black, wearing a strangely unnerving mask over his face.  The other

men (and aliens) in the group instinctively moved back away from this

obviously powerful being as he approached Caitlin. 

    As Caitlin became totally immersed in the magic spell of this

fantasy, she forgot this was a character from a movie, and she forgot

that she knew who or what this being was. She was now nothing more

than a frightened captive, about to become someone's bedwarmer and

personal pet.

    "Ah, Lord Fader," the auctioneer exclaimed, "so you are

interested in this charming little female.  An excellent choice, as

you can see."  As he said this, the auctioneer quickly unfastened

Caitlin's tunic and pulled it back.  Caitlin gasped, then blushed with

embarrassment as the garment fell down to her bound wrists and

remained gathered there, exposing her body to the view of everyone

there.  Especially to Fader, who now stood close to her and ran a

gloved hand across her breasts, down her belly, and then stopped with

his hand resting on her hip.

    "You are a lovely little morsel, my dear," Fader said.  "What is

your name?"  His voice was so surprisingly melodic and so very deep,

that it took Caitlin a moment to realize that she was expected to

answer him.  She stammered out her name, and found herself hoping he

would speak again so she could hear that deep, incredibly masculine

voice once more.

    Caitlin was no longer capable of separating reality from fantasy

by this point.  The 'Dark Fader' of the three movies was no longer

quite the same as what she was confronting now.  She had always felt

that, rather than a scarred old man, Fader should have been handsome,

masculine, and sexual--to more perfectly match the tall, muscular body

and deep voice that hid within the suit and mask.  And when the wizard

had read her mind, it was this 'enhanced' Dark Fader that he saw and

created for her.

    The bidding began, such as it was.  Of course, no one wanted to

risk the wrath of a Dusky Lord by trying to outbid him, so the sale

was concluded very quickly, and Caitlin found herself being led off by

a mysterious, masked stranger with a wonderfully deep voice and a

well-developed body.  Her hands had been untied, but her new master

held a small leather thong that was tied to one of her wrists, and it

was with this that he kept her closely in tow.

    Fader had also allowed her to refasten the short tunic she was

wearing, so she didn't feel quite as humiliated now.  But still, the

reality of her predicament weighed heavily on her mind, and fear of

this powerful being made her knees grow increasingly wobbly as she

followed him silently down corridor after corridor.

    Finally, Caitlin found herself in a large shuttle, with a

private cabin for Lord Fader (and her) to relax in.  Lord Fader leaned

back into a comfortable reclining seat, and motioned for Caitlin to

approach him.  "Come and sit with me, Caitlin.  I won't hurt you," he

said.

    Caitlin hesitantly eased herself into the recliner next to him,

and was slightly alarmed when he pulled her over onto his lap.  "My

Lord, I...I've never been a slave before. I don't know what to do, or

what is going to happen to me."

    "Nothing bad will happen to you, my little pet...unless, of

course, you choose to defy me when others are present.  When we are

alone like this, I will be far more lenient and attentive to your

needs than I could be when we are in a more public setting."

    Then he pulled off the skin-tight leather gloves and began

running his hands gently over her body.  Caitlin shivered slightly,

both with fear and arousal, as the pale, warm hands stroked her

breasts through the thin material of the tunic.  She was semi-reclined

on her back on top of him, and she could feel his erection beginning

to grow beneath her.

    Then Lord Fader unfastened Caitlin's tunic, and she tried to

fight the urge to resist him.  She didn't want to find out what he

might do if she displeased him.  She felt his hands caressing her body

again, this time even more intimately.  When he ordered her to spread

her legs, she obeyed; and he began stroking her genitals slowly,

tantalizing her with the growing pleasure in her loins.

    Caitlin moaned softly with arousal and thrust her pelvis

rhythmically against Fader's hand, clearly wanting more of what he was

so masterfully dishing out.  He chuckled.  "It seems I have chosen

well in buying you for a pleasure-slave.  You are easily aroused.  Of

course, what I am doing to you now, in private, I will also do to you

when others are around.  Since you are merely a 'pet', they will think

nothing about it.  But I dare say, my subordinates will enjoy watching

you squirm with pleasure under my hands!"

    Caitlin gasped with dismay at the thought of being forced into

an orgasm in public, but didn't have time to think about it as Fader's

fingers drove her wild with pleasure.  She moaned loudly and panted

for breath as her vagina began contracting in climax.  She felt his

fingers within her, and pushed hard against his hand as she gasped

with throbbing pleasure.  Finally, after many blissfully long seconds,

Caitlin collapsed in happy exhaustion against her master's chest,

feeling at this moment that he truly was the master of her body, at

least.

    "Now for the part which we will only do in private, my little

one," Fader crooned in his deep, resonant voice.  He gently turned her

over, so that she was straddling him, and unfastened his fly. His

rather large, engorged shaft rose proudly from its hiding place, and

Fader urged her to mount it.  Quickly she began riding his throbbing

cock, and again became aroused as her loins pounded against his. 

Fader's mechanical breathing became rapid and slightly ragged with

arousal, and he murmured seductive endearments in Caitlin's ear as he

thrust her up and down on his hardened organ.

    Then he got up with her still impaled and clinging to him,

kneeled down onto the floor and eased her gently onto her back on the

carpetting.  The black-clad giant of a man then plunged energetically

within her wet, throbbing loins, and soon gave a strangled groan as he

ejaculated.  His hands clenched her shoulders and he shuddered

convulsively until the last drop of his semen was within her.

    Fader then rested his masked head beside hers on the carpetting,

his mechanical breath panting full-tilt.  Caitlin felt his still-

swollen cock throb occasionally, and she found, to her delight, that

if she suddenly clenched her vaginal muscles he would shudder and his

penis would jerk with aftershocks.

    "You are indeed delightful!" Fader chuckled as he stroked

Caitlin's hair gently.  Then, to her surprise, he pulled off his

helmet and unfastened the black, molded breathing mask and took it

off.  "I can only keep it off for a few moments, unless I have an

alternate oxygen source to hold to my mouth," he said, gasping

slightly with the effort of drawing his own breath.

    "What happened to your lungs, my Lord?" Caitlin whispered,

totally awed by the magnificence of his handsome-but-pale, face.  He

was raven-haired and blue-eyed, with finely-chisled features.

    "I was in an accident on a space-craft years ago, and breathed

in a caustic gas that had leaked from the propellant system."  At this

point, Fader held the lower half of the mask back up to his mouth

tightly and panted for a few moments.  Caitlin could still see his

beautiful but brooding eyes, and could stroke his silky black hair.

    When he lowered the breath-mask again, Fader was smiling at her

affectionately.  "So, as you can see, life is rather interesting, if

complicated, for me.  I can breath a little on my own, but I still

would die within about ten minutes without this mask aiding me."  He

again took a couple of breaths from the mask as he still lay on her,

then bent down and kissed her passionately for a long moment. 

Finally, as the oxygen-deficit became unbearable, he reluctantly 

withdrew his lips from hers, and refastened his mask, gasping.

    "I wish I could kiss those sweet lips of yours for about an

hour, Caitlin.  But, I'm afraid we'll have to settle for these short

little kisses stolen almost from death itself."

    Caitlin sighed contentedly and kissed Fader's hand.  "My Lord,

what we CAN do is so wonderful, I'm not worried about what we can't

do.  It's not important."  She felt Fader's powerful arms encircling

her and picking her up.  He sat back in the chair and cradled her in

his arms while they rested and waited for the shuttle to reach the

Death Station.

    			*	*	*	*	*



    Caitlin was awestruck as she saw the immense sphere their

shuttle was about to enter.  How could anything mechanical be so

incredibly big?  Within a few minutes they were leaving the privacy of

Fader's cabin and walking down the ramp onto the deck of the Death

Station.  Caitlin again felt exposed in the short tunic she wore, and

she felt the eyes of many of the officers on her as Fader led her

through the corridors.  He was talking to a few of his officers, and

barely noticed her presence; but the men with whom he conversed seemed

quite interested in her.

    Finally, as they entered a large conference room, one of the

officers said, "Well, Lord Fader.  I see you finally decided to

indulge yourself and buy a 'pet'.  She's quite lovely, my Lord."

    "Thank you, General Diet," he replied, drawing Caitlin closer to

his side.  She was shivering slightly from being both cold and

nervous, and gave Fader a grateful smile when he wrapped his cape

around her.

    They approached an older man now, who was busy talking with

another officer.  As the other man walked off, the older one noticed

Dark and Caitlin for the first time since they entered the room.  "Ah,

Dark!  Good to see you've returned.  And who is this charming young

lady hiding beneath your cape?"

    "Governor Tarkstooth, this is my new companion.  Her name is

Caitlin, and I have just bought her on the Tattooist space station

today."  As Fader spoke, he pulled the cape off of Caitlin for a few

moments so the Grand Muff, Governor Tarkstooth could look at her.  She

blushed slightly with embarrassment as the older man reached out and

stroked her red hair appreciatively while his eyes wandered frankly

over her body.  This man had the cold eyes of a ruthless predator, and

Caitlin felt her stomach tighten with fear; but then the hand dropped

back to his side, and he looked up at Fader with a smile.

    "I compliment you on your tastes in women, Dark.  I'm sure she

will bring you much pleasure."

    "She already has, Governor! She already has, and THEN some!" 	

Caitlin blushed again, and both men chuckled gently at her modesty. 

Then Fader again extended the edge of his cape for her to wrap around

herself.

    "Now, gentlemen, since we're all here now, the meeting will

begin," Governor Tarkstooth announced.  Everyone quickly found a seat

at the conference table, and Caitlin found herself seated on a cushion

at Fader's feet, next to the head of the table.  Governor Tarkstooth

sat at the head of the table, so Caitlin was quite close to him as

well as to Fader.

    They were all discussing what should be done about the rebel

forces that were plaguing the Empire lately.  They were concerned

about retrieving some plans that Princess Laya Orgasm had forwarded to

the rebels before her capture, and the discussion centered around how

to get those stolen plans back, what to do with the rebels if they

found them, and how to get Princess Laya to tell the location of the

rebel base.

    Caitlin shivered slightly with horror as she listened to Fader

and Tarkstooth calmly discussing how resistant the princess was to

mind probes and other various methods of torture.  Fader must have

sensed Caitlin's fear, because, as he continued speaking, he reached

down and began stroking her neck and hair.  Caitlin quickly relaxed

again, and laid her head on Fader's lap as he caressed her.

    Soon the gentle caresses were extending down across her breasts,

and she felt Fader's fingertips tickling her nipples, causing them to

harden with arousal.  Caitlin also felt her loins begin to ache with

desire, and closed her eyes as she enjoyed the feel of his hands on

her body.

    Caitlin was still enjoying Fader's caresses when a ten-minute

break was announced.  She opened her eyes and lifted her head off of

Fader's lap, expecting him to get up as most of the others were doing. 

They were wandering about the room, talking, and standing by the table

of food and coffee, eating and drinking.

    But Fader had better ideas.  He lifted Caitlin onto his lap

facing him, and whispered for her to spread her legs.  She blushed

with embarassment, but obeyed.  The cape was still pulled over her, so

no one could actually see her.  But they knew.  Caitlin glanced around

and saw secretive glances and grins as the officers enjoyed the show.

    Fader's fingers began rubbing her already-throbbing clitoris,

and Caitlin hid her face on his shoulder as the waves of pleasure made

her pelvis move rhythmically.  She knew everyone in the room could see

the cape moving as her body pumped with ecstasy against his hand.

    Strangely, the knowledge that she was being masturbated before a

group of watching men increased her arousal rather than decreasing it. 

As she she knelt with her knees wide apart and her face hidden on

Vader's chest, Caitlin felt a slight draft and knew without looking

that he had pulled the cape up to expose her backside to the eyes of

whoever cared to look.  Her tunic was also up around her waist.

    It was too late in the game for Caitlin to care that everyone

could see her bent-over backside and her throbbing, wet slit begging

to be entered.  Dark's fingers quickly drove her over the edge into

orgasm, and Caitlin arched and plunged her pubic mound frantically

against his hand while her vagina spasmed for everyone to see.

    Then, Caitlin gasped in both pleasure and surprise to feel a

phallus enter her.  She didn't know whose it was, and Dark's hand on

her head let her know that she wasn't allowed to turn around and look. 

But it felt so good, so filling.  She pressed back against that

stranger's body, impaling herself further.

    The mystery-man began pumping energetically within Caitlin's

loins,  and the steady pressure of Fader's hand on her still-

sensitized clitoris made Caitlin plunge wildly with pleasure against

both the cock and the hand.  The man behind her also had his arms

wrapped around her thighs, pulling her against him and spreading her

knees wider than ever.

    Caitlin heard the man behind her give a shuddering groan as he

climaxed, and felt the warm semen pulsing into her.  Dark pressed

harder against her clitoris, and sent her into wild, gasping thrusts

as the anonymous shaft finished shooting it's load. Finally, Dark let

go of her pubic mound, and the gradually-softening penis withdrew from

her loins.

    Caitlin gratefully collapsed onto Dark's chest with her legs

dangling from either side of his lap.  She felt the cape cover her

again, and felt more than two hands gently massaging her back and

buttocks.  She wrapped her arms around Dark's waist and drifted off to

sleep as two of the warm hands left and the meeting began again.

    She woke up a little while later, to find herself curled up in

Fader's lap, wrapped snugly in the cape.  The meeting was concluding,

and a few officers were beginning to get up.  As Caitlin glanced

around the table, she wondered which one of these men had mounted her. 

She saw many smiles and playful winks at her as she looked from face

to face, but no tell-tale clue as to who the mystery-man was. She

would never know, and this thought thrilled and aroused her.

    As Caitlin and Fader got up to leave, Governor Tarkstooth came

over.  "Dark, why don't you and your charming little pet come to my

quarters for a couple of drinks, and we can tie up a few loose ends

not covered in this meeting."

    "Certainly, Governor," Fader said.  "Just let me stop by my

quarters for a moment first."

    "Of course, Dark.  I'll be expecting you both in a few minutes." 

Then Tarkstooth, Fader, and Caitlin left the conference room.

    			*	*	*                           *	*	*



    After freshening up and taking care of necessities, Caitlin and

Lord Fader headed for Governor Tarkstooth's quarters.  When they were

admitted, Caitlin was amazed at how spacious and tastefully decorated

the room was. Apparently, Tarkstooth was quite important around here.

    The two men immediately began discussing the rebel base, and how

to find it, as Tarkstooth poured three glasses of wine.  Caitlin sat

at Fader's feet again, and thanked Tarkstooth rather timidly for the

wine he offered her.  She was still uneasy around the old man, and the

look of obvious interest he was giving her didn't help a bit.

    When Tarkstooth also sat down in a chair that put Caitlin as

close to his feet as to Fader's, she concentrated on her wine and

nervously edged closer to Fader's legs.

    "Caitlin."

    She reluctantly looked up at Tarkstooth as he addressed her. 

Her eyes widened slightly in fear as his hand stroked her hair gently. 

"You needn't be so afraid, my dear," Tarkstooth continued.  "I

appreciate beauty as much as the next man, but I am also a gentleman. 

I have no intentions of forcing myself on you, so you can relax in the

knowledge that my caresses are not a prelude to anything further. 

Now, please do me the honor of sitting by my feet while Lord Fader and

I discuss business."

    Caitlin glanced up at Fader, who nodded at her, and cautiously

eased herself closer to Tarkstooth, clinging to her wine glass like a

security blanket.  The two men resumed their conversation, but Caitlin

felt Tarkstooth's hand gently stroking her hair, her neck and

shoulders, and her face.  She gradually relaxed, and slowly leaned

sideways against the older man's leg and rested her head on his knee

as the wine took effect.  Actually, what Tarkstooth was doing to her,

as he and Fader talked, felt really good, and he was as good as his

word about being a gentleman.  His hand never once wandered into

intimate areas; she found herself liking what this man was doing more

and more, even though he was old enough to be her grandfather.

    As the three of them sat there getting platonically more cozy by

the minute, a communications panel beeped.  "Governor Tarkstooth, we

are now in range of Alderwalk," the voice announced.

    "Good!" Tarkstooth beamed.  "Have Princess Laya brought to the

bridge right away.  Lord Fader and I will be there momentarily."  As

he and Fader began to rise, Tarkstooth said, "Now, Dark, I will show

you how to persuade a recalcitrant rebel to tell us what we want to

know."

    Both men chuckled, and as Caitlin began to get to her feet, she

found Tarkstooth's hand extended to help her up.  She gave him a shy

smile of gratitude, and was pleasantly surprised when Tarkstooth

leaned down and kissed her forehead lightly.  "You see, my dear?  I'm

not so dangerous...except when I want to be."  As he said this, he

gave her nipple a playful tweak, winked at her, and walked away with

Fader.  Caitlin followed, chuckling.

    			*	*	*	*	*



    On the bridge of the Death Station, Caitlin stood beside Fader

and watched as the prisoner was brought in.  The woman was even more

petite than she herself was, and Caitlin felt a tug of sympathy for

her as she watched Governor Tarkstooth towering over her in an

intimidating manner.  Princess Laya Orgasm was pretty feisty and

courageous, until Tarkstooth informed her of their intended target

practice, using her home planet of Alderwalk as the target.  Then, she

became terrified and distraught.

    Even Caitlin gasped, and edged slightly behind Fader as she

watched that seemingly kind old gentleman calmly extracting the

information he wanted from the terrified princess and then just as

calmly ordering the planet to be destroyed anyway. "No!" Caitlin

whispered, echoing Laya, as the powerful beams shot out from the Death

Station.  Caitlin looked up at Fader, who had grabbed Laya by the

shoulder to prevent her from interfering, and somehow sensed regret in

his mind as he watched the destruction.

    But when she glanced over at Governor Tarkstooth, Caitlin saw no

evidence of regret at all.  In fact, he was hardly paying attention to

the monumental destruction at all!  Having ordered it, he had turned

his coldly efficient mind to other matters, and was talking to one of

his generals about their plans to divert to the rebel planet,

Danqualeine.

    Princess Laya was led away, weeping silently, and Caitlin stood

clinging to Fader, her eyes filled with tears of sympathy for the

woman and her planet.  Tarkstooth finished giving orders about that

time, and approached them.  As Caitlin looked up at Tarkstooth with

new-found fear and awe, he gave her a chagrined look, and shrugged his

shoulders.  "I know you have trouble understanding how I could order

such a thing, my dear.  But, business is business; and I have found I

have to adopt a different persona when I am doing my job for the

Emperor.  There can be no weakness, no regret, when I am doing what

His Excellency has asked me to do.  This title and the power that I

have been given--it can just as easily be taken away from me and given

to another, if I do not carry out his desires with total efficiency."

    Caitlin nodded slightly, still staring into the blue-grey eyes

that were not so cold after all, and this time she didn't cringe when

his hand stroked her hair.  Then he returned to 'business', and

Caitlin left the bridge with Fader.  As they walked down the corridor,

Caitlin saw the orange smoke forming in front of her, and entered it.

    When she emerged, she was standing in the meadow again, and

remembered fully who and where she was.  She could also remember every

moment of the fantasy vividly, and smiled at the strange turn it had

taken. She had certainly had her sexual fantasy about Dark Fader--a

very satisfying day, to be sure!  But why had the 'despicable'

Governor Tarkstooth figured so prominently in it as well?  She

certainly had never fantasized about HIM in her mind!

    "Are you so sure about that?" Vandorth asked, reading her mind. 

Caitlin turned, startled, then smiled at the wizard who was standing a

few feet away.

    "Well, I guess I've wondered about him some," she said.  "I

didn't see how anyone could be so pleasant and so cruel at the same

time.  Now that I think about it, he IS pretty fascinating, with that

aristocratic air about him, and that extreme courtesy, even when he's

threatening a helpless woman or destroying a planet."

    "Exactly," Vandorth said.  "When I read your mind on the ship, I

saw that you were almost as fascinated with the older gentleman as you

were with the idea of a handsome, sexual Dark Fader.  Granted, your

interest in Tarkstooth was not exactly sexual, but the interest was

definitely there, so I brought him into the dream and helped you

understand him a bit better.  I dare say, you'll never see that movie

with quite the same eyes again."

    Caitlin laughed heartily.  "You can say that again!"  Then she

thanked Vandorth for a most satisfying day, and wandered back to the

park to wait for Zarth and the others.



Chapter 4

    After Lord Shardin vanished into the wizard's purple mist, Amri

and Xia snuggled in each other's arms for a few minutes while

discussing their plans for the day.  As it turned out, they each had a

solo fantasy they wished to experience, so they agreed to meet for

supper with the others.  Amri saw the wizard beckoning to Xia first,

and watched her vanish into the mist after he had given her one last

kiss.  Then Amri gathered up his rug and waited his turn.  In a few

minutes, it came.

    Amri went through the mist and emerged in his old master's

luxurious dwelling on Orionis.  Amri had been born on this estate, and

had spent his first fifteen years here.  Of course, the first thirteen

years were the carefree years guaranteed to every child on Orionis,

and he played, went to school, and thoroughly enjoyed his life on his

master's estate.

    When Amri turned thirteen, he began his two-year apprentice-ship

in his master's house--serving food and wine, as well as learning the

social graces.  It was during these two years that Amri became

aquainted (and infatuated) with Lord Forikar, a frequent 'guest' of

his master's.  As a lowly serving boy, Amri's presence was allowed

during his master's most intimate sexual interludes.  But, since it

was considered a crime to have sexual intercourse with any youth under

the age of fifteen, Amri was exempt from these activities himself.

    The only sexual service allowed for the boy was for him to use

his hands or mouth to satisfy his master or a guest.  This restriction

was rather frustrating for Amri, since he had begun going through

puberty by his thirteenth birthday.  Of course, he was able to sneak

an occasional tumble in the hayloft with a serving girl, and he

accomplished this rite-of-passage for the first time when he was

barely fourteen.

    But Amri's real frustration stemmed from witnessing the love-

making between his middle-aged, ruggedly handsome master and his

favorite partner, the young Lord Forikar.  The young nobleman was

about twenty-one years old, and was tall, with a deep, mellow voice

and dark hair and moustache.  Amri was totally entranced by the

presence of this handsome young man, and wanted more than anything to

be allowed to do what his master did with him.

    Amri lost count of the number of times he had felt Forikar's

throbbing shaft thrusting within his hands while his master rode the

young man from behind.  Amri's master was not in the proper position

during these moments to notice Amri's rigid, frustrated phallus

begging in vain for attention, but 'Rika' noticed it, and was often

kind enough to do something about it later.

    Rika would usually whisper to Amri to meet him out in the garden

as he was leaving, and Amri would dash out a side exit to rendezvous

with the handsome Lord.  Since the laws were so strict concerning

boy's Amri's age, there was not a lot he and Rika could do, but Rika

did at least take Amri's tormented cock into his mouth and expertly

bring him to orgasm.

    Amri was overwhelmingly grateful for Rika's gentle

ministrations, and felt strongly attracted to the young man.  He

wished more than anything to have the opportunity to mount Rika just

as his master did.  Now, almost three years later, Amri would finally

get his wish, thanks to the magic of Dalton's Dream Planet.

    As Amri looked about the sumptuous bedchamber of his former

master, he realized that it was he, Amri, who was now the master of

these chambers.  He was richly dressed in an embroidered satin robe,

and wore expensive rings on his hands.  But when he looked in the

mirror, though, he could see that he was still the same seventeen year

old Amri.  While he wandered about the room, looking and remembering,

he saw his magic rug draped seductively across the bed, waiting for a

client.

    Then the secret door to the bedchamber opened, and in walked

Lord Forikar.  He hadn't aged a day since the last time Amri saw him,

and the two young men ran joyfully to each other, laughing and sharing

bone-cracking bear-hugs.  Finally, the bantering and reminiscing died

down, and was replaced by soul-searching looks at one another as the

two males began to feel desire stirring in their loins.

    "Amri," Rika murmured as he ran a hand lovingly down Amri's

chest, "there is something I've always wanted you to do to me, but you

were too young before."  He paused meaningfully, and Amri finished the

thought.

    "Yes, Rika!  Oh, yes!  I can't begin to tell you how much I've

wanted to do that.  All those times I've watched my dear master

moaning with ecstasy within you, and felt you throbbing with pleasure

within my hands, I've wanted so much to be the one riding you and

driving you wild."

    Rika smiled and began taking his clothes off as Amri watched,

breathless with arousal.  "Now we get to do what we've both wanted for

so long, Amri."  Within a few moments, Rika was naked, and knelt

before Amri as he slowly unfastened Amri's robe.  Soon Amri was also

naked, and his shaft pulsed with desire close to Rika's face.  Amri

gasped as he felt Rika's warm mouth envelope his engorged shaft, and

shuddered as the man's tongue swirled slowly across the head.

    After a few minutes of this delicious torture, Rika took his

mouth away and got onto the bed on his hands and knees, burying his

face in the wonderfully soft magic rug.  Amri knelt behind Rika, and

again shuddered with intense desire as Rika's knees spread far apart,

exposing his most intimate parts to Amri's gaze.  It was all Amri

could do to prevent himself from plunging instantly into Rika, but he

waited a few moments to stroke, tantalize, and arouse his friend until

Rika also moaned and shuddered with desire.

    Finally Amri entered Rika, and began pumping his way to the

oblivion of orgasm.  He gasped in awe of the delicious tightness

caressing him, and sighed loudly with pleasure.  Then Amri reached

around Rika with both hands, and began pumping the rigid cock that was

thrusting against the air in its need.

    Rika moaned and rutted with frantic arousal within Amri's hands,

just as he had done years ago.  The magic rug intensified their

arousal, and also prolonged it, so the two young men plunged almost

mindlessly for many minutes before they obtained the blessed relief of

orgasm.

    Rika climaxed a few moments before Amri did, and gave a

strangled cry as he ejaculated copiously onto the magic rug.  The rug,

of course, magically absorbed the semen, so that there would not be a

wet spot to collapse onto later.  Then Amri exploded in orgasm within

Rika.  The rug amplified his ecstasy to such a degree that Amri also

cried out in a breathless, strangled voice, while his semen pulsed out

of his spasming cock.

    Finally they both collapsed onto the rug, with Amri still on top

of Rika and embedded between the widely-spread thighs.  They

eventually disentangled, and drifted off to sleep in one another's

arms, almost like children.

    In a couple of hours Amri awoke, still in Rika's arms.  He ran

his fingertips through Rika's dark, silky hair, down his chest, and on

to more intimate areas.  Rika's eyes flickered open as his pelvis

thrust instinctively against Amri's hand.

    "Amri, would you like me to come inside you?" Rika asked, and

Amri realized with surprise that the idea didn't seem quite so

terrifying now.  At least, not with Rika.

    "Rika, I'd like to do that with you, but...well, a lot has

happened.  Something bad.  I'm not sure how I may react...I may lose

control and panic.  I just don't know...."

    "I understand, Amri," Rika whispered gently, running his hands

soothingly along Amri's back.  "But do you think it might do you some

good to replace that bad memory with a good one?  Any act that is

undertaken with great love can help heal the deepest hurts."

    Amri looked at the love in his friend's eyes, and silently

nodded his consent as his own eyes misted over with deep affection. 

He knew in his heart that he had to try, and that Rika was right about

a good memory replacing a bad one. If Rika couldn't accomplish that,

no one could.

    So they began, and Rika was so very loving and gentle that Amri

quickly found himself responding, not with fear, but with passion.  He

felt himself becoming totally submerged in Rika's love for him, and he

never had the slightest chance to become nervous or frightened. 

Rika's empathy with him was nothing short of astounding; he knew just

when to whisper soothingly to him, when to ease back on the physical

part of their lovemaking, and when to tease and cajole Amri into

responding with both humor and desire.

    They rode the waves of pleasure and mutual love ever higher, and

when they reached their thunderous conclusion, Amri choked back tears

of joy.  Then he looked back at Rika's face and was amazed to see the

same tears brimming in his eyes as well.  They both laughed, cried,

and went to sleep again hugging each other.

    After that much-needed nap, Amri got up to take a shower,

leaving Rika sleeping soundly.  As he emerged from the shower, he saw

Vandorth waiting.  Smiling sadly, Amri bade Rika an affectionate

farewell, dressed quickly, and entered the mist.

    Amri emerged in the park where the others were waiting.  They

all looked as drained and happy as he did, and all agreed on one

thing: they were ravenously hungry!

    Dinner was a wonderfully platonic get-together, with all of them

discussing their previous adventures.  Surprisingly, Zarth's solo

fantasy had not been of a sexual nature, but was, instead, a

reenactment of a great battle in his planet's history, with him

playing the heroic leader of the Zvingaian forces. The tired group

retired to a large, communal sleeping chamber after dinner, and

actually slept for a change--most of them being quite simply 'fucked-

out'.  Amri's rug lay safely draped over a chair instead of under

them, so that there would not even be any 'wet-dreams' to complicate

their much-needed sleep.

    They awoke the next morning feeling quite refreshed and ready

for action.  Only Amri seemed a little sluggish and hard to awaken. 

Finally, after a few unsuccessful prods, they all held the boy down

spread-eagle on his back, while Zarth tickled various parts of his

anatomy.  That woke Amri up!

    Once Zarth was certain Amri was wide awake, begging for mercy,

and on the verge of pissing on the bed, they released him.  "The day's

off to a great start," Zarth thought, chuckling as he watched Amri

streak for the bathroom.  Zarth had awakened horny, and was growing

hornier by the minute.  He had intentionally held back sexually on his

solo fantasy, in anticipation of this day's joint fantasy with

Caitlin.  He wanted to be as full of energy and libido as possible for

her.

    Already, the mere sight of Caitlin padding around the room naked

was driving Zarth wild.  Caitlin glanced down at his swollen rod and

grinned as she entered the shower-stall.  He couldn't stand it any

longer.

    ""Mind if I join you?" Zarth purred as he suddenly stepped into

the shower with Caitlin.

    "Not at all, you big pussycat!" Caitlin giggled, as they

embraced under the streams of water.  "Want me to scrub your back,

Zarth?  Or...is there something else I should attend to first?"  As

Caitlin said this, she slid her soapy hands down onto Zarth's

sensitive groin, and he shuddered with delight.

    "OOOH! Caitlin, don't stop what you're doing," he groaned as her

fingertips lightly tickled his balls and the velvety-soft sheath from

which his engorged penis had already emerged.

    He leaned back against the wall and spread his legs, moaning

loudly as Caitlin's fingers moved upward and began lightly caressing

his aching cock.  Then Caitlin's mouth moved down onto the sensitive

head of his organ, and Zarth again moaned with the exquisite torment

her tongue was inflicting on him.

    His moans got louder, and in the next room, Xia and Amri stopped

dressing and stared at the bathroom, grinning.  They kept listening,

while their grins turned into giggles as they heard the bathroom

reverberating with Zarth's roars of climax.

    In the shower, Zarth panted hoarsely while Caitlin tenderly

rinsed soap and semen off of him and massaged his balls for a few

minutes.  They finally emerged, dried each other off, and went back

into the bedroom where Xia and Amri were waiting.

    "The management just called," Amri said in an off-hand manner. 

"They wanted to know if anyone had seen a lion roaming the hallway. 

Apparently someone about six doors down heard some strange noises...." 

Amri just managed to duck in time to elude the pillow Zarth hurled at

him.



Chapter 5.

 After a quick breakfast with Amri and Xia, Zarth and Caitlin wandered

off together, gawking at the many wonders that Dalton's main city had

to offer. As they passed through the open-air market, Zarth and

Caitlin once again found themselves at a Dream-rug booth.  Amri had

taken his magic rug with him, and Caitlin stared longingly at a

smaller one--just right for two.

    "Oh, Zarth! Do you think we could get one?" Caitlin asked

hopefully, wrapping her arms around the big man-cat.

    "Certainly, my dear," Zarth chuckled, thinking of the many

memories they would knit into the rug together over the next two days. 

He quickly haggled the merchant down to a reasonable price, and handed

the rug to Caitlin.  She rubbed her cheek against the Alpaca-like fur,

and hugged Zarth in gratitude.  "I want this rug to be full of

memories of you, Zarth," she murmured, as her hands drifted down onto

his muscular backside. "And I can't wait to get started!"

    "Let's go over to the park, then, and jump off into our fantasy-

world, beautiful," he crooned in her ear as they left the booth with

their own personal dreamrug.  Zarth and Caitlin quickly walked to the

magic park arm-in-arm, eager to enter the fantasy-world Caitlin had

chosen.

    When they reached the park, Zarth and Caitlin saw Vandorth

summoning them, and as they approached, a purple mist enveloped them. 

They emerged on a beach, with an turquoise-green lagoon on one side

and a flower-studded jungle on the other side.  Above them was a deep

blue sky.

    "Is this part of your planet, love?" Zarth asked.

    Caitlin's eyes grew misty and she nodded silently as she gazed

at the beauty surrounding them.  "This is the island I grew up on. 

It's called Kauai, and it's part of Hawaii.  We moved over to the

mainland when I was ten, so I only have childhood memories of this

place.  So, this is probably not the way it really looks...it's only

the way I remember it looking."

    "That's the best way to re-discover a place, Caitlin.  Since

it's just the way you remember it, you can't ever be disappointed. 

Reality is often far less beautiful than what we can imagine a place

to be.  I'm glad you're seeing Kauai this way, sweetheart."  Zarth

wrapped his arm around her shoulders as they walked along the deserted

beach.

    Then Caitlin remembered the rug.  She was carrying it when they

entered the mist, but now it was gone. "Zarth, the rug is missing! 

Have we lost it?" she exclaimed.

    "No, dear.  That's just the way the wizards do these fantasies. 

The rug will turn up in just the right place, at just the right time

for us."

    "Ah, I see.  That sounds wonderful, Zarth. Perhaps we should go

up this path to the waterfalls.  I bet the rug will be there."

    			*	*	*	*	*



    Zarth and Caitlin walked hand-in-hand through the lush jungle,

climbing ever higher into the mountainous little island.  The

intoxicating smell of the flowers was everywhere around them, and they

seemed to be entering a fairyland of beauty as they passed colorful

birds and flowers, volcanic rock formations, and little streams full

of darting, shiny fish.  Finally they arrived at a crystal clear pool

about fifty yards across, with a white sandy beach on two sides of it. 

Towering more than fifty feet above the far end, a waterfall plunged

from a rocky cliff, dazzling their eyes with misty rainbows as it

fell.

    Zarth stopped and stared, dumbfounded at the magnitude of the

beauty confronting him.  "Caitlin, I had no idea this much beauty

could exist all in one small place!  It's wonderful, sweetheart!  And

you actually grew up close by here?"

    "Mm-hmm," Caitlin nodded, distracted by the sight of this near-

magical cove out of her childhood.  "It's been so long.... Zarth, do

you want to go swimming?" she asked eagerly.

    "Wouldn't miss the chance for anything!" he said as they both

took off at a run for the beach.  Within a minute they had left their

clothes on the beach and were splashing nude into the cool water,

laughing like children.

    "Let's swim under the waterfall, Zarth," Caitlin said.  "I've

always wondered what was behind there, but we kids were too chicken to

go through there.  Our parents told us a troll lived behind the falls,

and we were never quite sure whether to believe it or not."

    Zarth laughed heartily as they swam toward the misty curtain of

water.  "What did they tell you the troll would do, Caitlin?"

    "They never told us that part.  I guess they wanted to keep us

wondering."

    They plunged through the sheet of water, felt it beating them

down with it's force, then emerged, sputtering, on the other side. 

they both gasped with delight at the sight they beheld.  The wall of

the cliff receded into a large chamber, and the crystals of quartz,

amethyst, and other components of the rock had been exposed by the

ages of pounding water, so that they twinkled like millions of

diamonds in the sunlight that filtered through the falls.  It was

truly a fairyland they had entered.  Minus the troll, of course.

    Zarth climbed out onto a low ledge and helped Caitlin out of the

water.  She was trembling slightly from the colder air in the cove,

and Zarth held her closely, warming her with his furry body.

    "Zarth, I never dreamed it could be like this!  It's beautiful!"

she whispered almost reverently.  Then she turned around facing him

and threw her arms around him.  They melted in a passionate kiss, and

Zarth moaned softly with desire as Caitlin's tongue played games with

his.  With one hand on her shapely buttocks and the other tangled in

her red hair, Zarth pulled Caitlin tighter against him while they

kissed, and with his powerful mind he sensed the waves of arousal

pulsing through her.  He very nearly gave in to his desire to make

love to her right there on the cold, wet ledge; but then he remembered

the magic rug.

    "Caitlin," he whispered breathlessly, "your rug is waiting on

the beach for us.  Let's go back there, love."   Caitlin nodded, also

breathless with arousal, and they dived back into the water and swam

at top speed for the beach.

    When they reached the rug, they stood beside it, embracing for a

minute, so the sun could dry them off.  Then they collapsed onto it,

and Caitlin giggled as Zarth's hands began exploring and teasing her

most sensitive regions.

    Then Caitlin's hands slipped down onto Zarth's expanding groin,

and he shuddered and closed his eyes in ecstasy as he felt her

fingertips lightly caressing and tickling his aching balls.  The

sensations were almost incapacitating, causing his pelvis to begin

thrusting involuntarily against her hand.

    Caitlin got up and kneeled over Zarth, and he clenched the rug

underneath his hands as he felt Caitlin kissing his thigh, moving

slowly upward while he moaned and shuddered more and more with the

anticipation of where her mouth would finally come to rest. With

agonizing slowness, Caitlin's mouth reached it's destination. 

Grinning at the groans and thrustings she was eliciting from Zarth,

she concentrated on her work and soon had Zarth panting and pumping

frantically against her caressing mouth.

    When she was sure Zarth was completely helpless with passion,

Caitlin began slowly  moving upwards, kissing his belly, pausing a

moment to tickle his sensitive nipples with her tongue, and finally

reached his mouth again.  His moaning pants echoed down her throat as

their lips met, and Zarth quickly rolled Caitlin over onto her back

while he hungrily plundered her mouth.

    Struggling to regain control of his passions again, Zarth moved

his own mouth downward, intent upon driving Caitlin wild with ecstasy. 

When his tongue found its target, Zarth was rewarded with a shuddering

moan from Caitlin as she arched her pelvis harder against his mouth. 

He continued arousing her until she was on the verge of climax, then

rose over her and entered her while his mouth found her breasts.

    Zarth's groans and frantic thrusts matched Caitlin's as their

arousal threatened to spill over the top at any moment.  With one

hand, Zarth touched Caitlin's forehead, and began sending the tiny

pulses of energy into the pleasure center of her brain, causing her to

shudder and grind her loins even harder against his.  His other hand

rested on the rug, which was tingling magically as it enhanced their

ecstasy.

    As Zarth rode the waves of pleasure within Caitlin's warm loins,

he again felt the rug echoing the energy pulses he was sending into

her brain, and sending the same energy into the pleasure center of his

brain as well.  And as before with Amri's rug, the surprise of being

erotically stimulated through his mind as well as his body drove him

nearly to tears with joy.

    Panting and crying out hoarsely with pleasure, he plunged wildly

against Caitlin, and pulsed even more energy through her mind and his

own.  The wave crested quickly then for both of them, and Zarth roared

again and again as he came.  Caitlin also moaned and clenched his back

with a death-grip as her own loins began spasming with orgasm.  On and

on it went for many seconds, with the rug amplifying and stretching

out that wonderful moment for both of them.

    Finally it was over, and they lay panting and flushed,

occasionally shuddering with the final aftershocks of their climax.

Zarth rolled over with Caitlin still firmly connected to him, letting

her lie on top of him to rest.  As they rested, the rug began sending

calming impulses into them, soothing their hyper-sensitized loins and

relaxing them.

    Caitlin snuggled lovingly against Zarth, enjoying the feeling of

having his large shaft still embedded within her.  "Zarth, this is

wonderful...thank you, darling."

    "I'm the one who should be thanking you, love," he murmured

huskily, stroking Caitlin's hair and kissing her gently.  "I've never

felt so good..."  Within a few minutes, Zarth was sound asleep in the

warm sunshine, and Caitlin snuggled happily on top of her wonderful

man-cat, smiling each time his slowly-wilting shaft throbbed within

her in his sleep.  Caitlin soon fell asleep too, lying on top of his

warm, massive body.

    Caitlin woke up several hours later to find Zarth still embedded

within her loins.  Apparently, he was having a very pleasant dream,

because she could feel him stiffening in her, and his eyes were

twitching under his closed lids.  Smiling, she began tightening her

muscles against him  and pumping up and down slowly.  She was quickly

rewarded by soft moans as Zarth began thrusting against her in his

sleep.

    "This is going to be fun!" she thought as she concentrated on

driving this massive cat to a frenzy.  Caitlin worked steadily at

stimulating Zarth in every way possible, and chuckled with pleasure as

his sleeping moans and thrusts became frantic.  He emerged from his

sleeping state just barely enough to realize he wasn't dreaming this,

and wrapped his arms around Caitlin as he came with a breathless,

shaking groan.

    Caitlin held Zarth's head between both her hands and kissed him

as he shuddered and exploded within her.  Finally, as his body relaxed

into happy exhaustion again, Zarth kissed Caitlin gratefully.  "Thank

you, love," he murmured, still half-asleep.      "You're welcome,

sweetheart.  Go back to sleep now," Caitlin whispered, stroking his

face tenderly as she watched him drift off to sleep again.

    When they awoke again, the sun was setting and the smell of

cooking food filled the air.  Dressing quickly, the two lovers

followed the wonderful smell back toward the beach, where they soon

found a cozy hut and a table full of food, all invitingly lit by

torches.

    After eating a feast fit for a king, Zarth and Caitlin stood

outside the hut and looked at the stars and the peaceful lagoon. 

Soon, they became aware of tiny lights flickering around them, and

realized to their delight that their magical fairyland was complete

with real, honest-to-god fairies.

    "Zarth, look!" Caitlin whispered gleefully as they sneaked

closer and watched.  "They glow different colors, and...and...oh, I

don't believe it!"

    "Don't believe what, dear?" Zarth chuckled, knowing already what

she was referring to.

    "There are both sexes of fairies, Zarth!  I never knew that! And

they're...they're...oh, my goodness!" she whispered, grinning widely

as she watched intently.

    Sure enough, the tiny, glowing creatures were very human--and

very nude--in appearance, and the male fairies were chasing the

giggling females through the air.  They were all too preoccupied with

each other to notice Zarth and Caitlin, and flitted to within inches

of them quite often.  Every few moments a male fairy would catch a

female, who would give a tiny scream and pretend to resist as his

equally tiny, but rigid, organ took aim.  Then there would be perhaps

thirty seconds of unbelievably rapid pumping, followed by a tiny groan

as the male fairy climaxed.

    Zarth and Caitlin supressed their laughter and continued to

watch the sex-show flitting through the air around them.  Sometimes

the females chased the males, who, when caught, found their faces

being forced between the legs of the female fairies.  There they

performed their duty, and the females shuddered and cried out in

ecstasy.  All this took place while they hovered in mid-air,

apparently weightless.

    The little male fairies were also somewhat indescriminating when

it came to satisfying their not-so-tiny lusts.  More than once, while

a male was on hands and knees and his mouth was busy between a

female's legs, another male would come up from behind.  Finding an

exposed rear hiked up in the air, the other male would quickly mount

and begin pumping.  This, of course, interrupted what the first male

was doing to the female, because he would invariable raise up with a

tiny squawk and try to throw off the assailant.

    The ensuing 'wild-bronco ride' only served to enhance the

pleasure of the other male, however, who continued doing that

unmentionable thing until he climaxed a minute later.  These frantic

couplings between the fairies quickly became hilarious as Zarth and

Caitlin watched whole chains of rutting fairies form, with one after

another male and/or female attaching on the end of the sexual chain,

either mouth to genital, genital to genital, or genital to rear.

    The two humans watched and chuckled for quite a while, until the

fairies, limp and satiated at last, flew droopingly away and

disappeared.  Then, arm-in-arm, Zarth and Caitlin ambled back to the

warmth of the hut for the night.  Again, the magic rug was waiting.

    			*	*	*	*	*



    The next day was just as full of delight, magic, and lust as the

one before, and when supper-time finally arrived, Zarth and Caitlin

dragged their tired bodies through the purple mist and found

themselves back at the park, where Amri and Xia would be waiting for

them.  Sure enough, they were there, and they looked just as drained

as Zarth and Caitlin did.

    "Did you have as much fun as we did?" Zarth asked Amri and Xia,

grinning knowingly. 

    "Uh-huh," Xia mumbled with a tired smile, while Amri threw Zarth

a wink.

    "Let's go find supper, gang!" Amri said.  "I'm about to starve." 

They quickly agreed on another bed-n-meal extablishment, ate a huge

feast, then collapsed onto the giant-sized bed provided in the private

dining room.  Not surprisingly, they did nothing but sleep--although

what went on the next morning when they awoke is anybody's guess.



Chapter 6.

    Commander Sha'teem and Liezl began enjoying their shoreleave

even before the shuttle landed on the Dream Planet's surface.  Other

crewmembers politely looked the other way and smothered their grins as

Liezl squirmed and giggled with delight on Sha'teem's lap, under his

long, black cape.  A five-minute shuttle ride was not long enough to

do everything, by any means, but it proved to be enough time to get

off to a good start.  When Sha'teem walked off the shuttle-ramp into

the bright sunlight, the bulge in his pants was already quite

noticeable.

    Sha'teem and Liezl came from different worlds, but were

surprisingly similar in appearance.  They both had the same olive skin

tone, straight black hair, and brown eyes; and both were moderately

tall and slender. They made a strikingly attractive pair, walking

through the streets of Dalton's city.

    Another similarity--one which Sha'teem and Liezl kept a secret

between themselves--was a fondness for a degree of roughness and

bondage during sex. They couldn't do very much along those lines on

the Phoenix, but now they were about to live a joint fantasy tailor-

made to their liking. If this fantasy proceeded like everything else

on Dalton's, it would be one of the most exhilarating, terrifying, and

erotic adventures in their lives.

    "Are you excited, Liezl?" Sha'teem whispered as they neared the

park.

    "Excited, AND nervous, to tell the truth," she grinned.  "Once

the fantasy starts, it's all out of our control and there's no turning

back."

    "That's what will make it more arousing, love.  And you know

neither of us will really be hurt in any way.  I guess it's a little

scary to me, too. But not being in control should be a real rush!"

Sha'teem said.

    "There's the wizard, waiting for us," Liezl murmured, still

alternating between eagerness and trepidation.  "Let's go, tiger!"

    They entered the mist determinedly, and were only slightly

alarmed when the wizard grinned and winked at them as they passed. 

The wizard knew how much fun HE was going to have, creating this

particular fantasy.

    As they passed through the mist, Sha'teem and Liezl forgot they

were officers of the Imperial Fleet.  They wandered through a quiet

field on an unknown planet, and occasionally stopped to kiss each

other. They had become nothing more than a romatic couple on a

primitive world.  They didn't notice the small spaceship approaching

from behind, and when they lay down on the soft grass to make love,

the alien slave-traders silently approached.

    "No!" Liezl barely had time to gasp, as she saw a beam of light

envelope her and Sha'teem, stunning them.  Then consciousness faded

for them both.  They awoke to find themselves naked and shackled

spread-eagle on a hard floor. A pair of muscular humanoids stood over

them. "Welcome to the Orion slave-auction, friends," one of them said. 

"You two will be sold as a matched set in a little while, so we have

to get you cleaned up and looking your best.  You are not allowed to

speak to each other, and if you resist us in any way, you will regret

it."  As he said this, he fingered a leather strap hanging from his

belt and grinned meaningfully.

    As the men unshackled Sha'teem and Liezl, they stared at each

other in dread.  Their hands were quickly folded behind their backs

and tied, and Sha'teem bristled when he saw a handler begin to stroke

Liezl's breasts.  "Take your hands off of her, you bastard!" he

growled.  In a split-second he felt a leather strap slash across his

upper thighs--much too close to his exposed genitals for comfort.

    "Another word out of you, and next time I won't miss the family

jewels!" the handler ordered, grinning cruelly.  Then he turned to

Liezl, who had cried out in protest when Sha'teem was lashed.  "And

you, my dear, will also be quiet."  The leather strapped licked

lightly up between her legs, startling her more than hurting. The

handlers then led two rather subdued future sex-slaves out of the room

to prepare them for auction.

    			*	*	*	*



    The auction house teemed with buyers and gawkers as the next

slaves were called onto the block.  The crowd ooh'd appreciatevely as

a male and female matched-pair were led onto the stage.

    "Now, ladies and gents, these two beauties have never been

slaves before, but we're going to start breaking them in for you right

here on the stage!"  The crowd roared its approval, and Sha'teem and

Liezl trembled in fear as the handlers forced them to their knees

facing each other.

    The handler addressed Sha'teem first. "Knees apart when you

kneel, slave!  Always!"  The strap stung across his backside, and

Sha'teem gasped as he quickly positioned his knees far apart.  He

watched helplessly as Liezl's handler forced her to lay on her back

and spread her legs uncomfortably wide.

    "Now, my fine fellow," the handler said, untying Sha'teem's

arms, "crouch down there with your mouth between her legs, and let's

see how quickly you can bring her to climax."  As Sha'teem crouched

down, he felt the smack of the leather strap across his backside

again.

    "Keep those knees apart and that rear up in the air, while

you're working on her!  And as an added incentive for you to do the

job quickly, you're going to feel this strap until she comes." Liezl

and Sha'teem both moaned in dread, but he energetically set to work

when he felt the long, leather strap begin licking at various parts of

his body.  

    Sha'teem's first mistake was to pull his legs together to avoid

the strap's painful stings on the inside of his thighs.  The handler

angrily ordered him to re-assume the proper position, and the leather

strap curled under his belly, lashing across his erect phallus

mercilessly until he obeyed. The whipping continued while Sha'teem

licked, tickled, and sucked at Liezl's throbbing sex.  It was

difficult for her to relax enough to climax when she could see

Sha'teem wincing under the strap, so finally Liezl closed her eyes,

tried to ignore the loud smacks, and concentrated her whole being on

what was happening between her legs.

    Within a couple of minutes, the wave crested, and Liezl gasped

and arched her pelvis up against Sha'teem's caressing mouth.  His

tongue teased the last few shudders out of her, and the strap

mercifully ceased its torment.  He sat back up as the handler retied

his arms behind him.  "That was good work, my fine fellow.  And now

you get your reward," his handler murmured, pulling Sha'teem back to

lean against him, knees still wide apart, feet tucked under him, and

throbbing cock standing up in view of the audience.

    In the meantime, the other handler had now untied Liezl, and

forced her onto her hands and knees before Sha'teem.  The strap was

already slapping playfully against her rear, her thighs, even her

breasts.  "All right, girl," her handler chuckled as he propelled her

forward with a hand between her legs, "you know what to do to him." 

Liezl nodded, blushing furiously with embarrassment as she crouched

over Sha'teem's engorged organ and enveloped it with her mouth.

    The strap began working on her this time, urging her on to

better efforts while Sha'teem closed his eyes, leaned against the

handler, and moaned softly with ecstasy.  Her tongue swirled teasingly

across the sensitive head of his cock while he rutted frantically

within her mouth.  Sha'teem heard the smacks of the strap, and felt

Liezl's shudders vibrate through his cock, but to his surprise he

found himself opening his eyes and watching the spectacle with

increased arousal.  Liezl's knees remained widely apart, and her hips

undulated slightly, seeming to arch up to meet the strap rather than

to avoid it. When the strap licked up lightly across her breasts or

straight down between her legs, Sha'teem's cock throbbed with both

sympathy and arousal.

    Sha'teem didn't take nearly as long as Liezl had taken.  Within

about two minutes, he gave a strangled groan and came.  To his

surprise--and Liezl's--her handler quickly pulled her away, and

Sha'teem's climax pulsed into the air for all to see.  The audience

roared its approval, and his handler obligingly reached down and

pumped on his spasming shaft, milking him dry while Liezl watched,

panting.

    Then the bidding started.  Sha'teem and Liezl got to their feet

and stood quietly, legs far apart as the handlers instructed them.  As

the bids soared higher, the handlers' straps continued to lick lightly

at legs, breasts, genitals, while the two slaves stood stiffly at

attention.  They barely noticed it when the sale was declared final,

until they found themselves being herded off the stage and forced to

kneel before their new owner.

    Sha'teem and Liezl each felt a hand caressing their head, and

glanced up timidly into the face of a well-dressed, middle-aged man. 

"Hello, my little pets," he crooned to them in a low, mellow voice. 

"I am Lord Taldoori, the governor of this province.  You are now my

personal pleasure-slaves, and I will expect absolute obedience from

each of you. In return, I promise you a life filled with luxury and

erotic pleasures. Now, stand up."

    "Yes, my lord," Sha'teem and Liezl whispered timidly as they

obeyed.  Sha'teem blushed slightly at the realization that no clothes

would be provided them, and then blushed even more violently as he

felt the gentleman's hands on his now-limp phallus.  His new master

looped a delicate little gold chain around Sha'teem's balls and cock,

tightening it in a noose-knot until his balls were pulled forward

against his limp organ.  The rest of the chain extended as a leash,

which would be held by his master as they walked.  Like a bull with a

ring through its nose, Sha'teem knew without doubt that he would obey.

    The thought of walking through public streets trussed up like

this was a mortifying one, made only slightly better by the sight of

Liezl being similarly harnessed.  The female version of this harness

involved three padded clamps: two for her nipples, and one to be

clipped directly onto her clitoris.  Liezl gasped and blushed as the

groin-clamp exerted gentle, constant pressure on her still-sensitized

organ.  If the leash were pulled, the three separate chains to her

nipples and sex would be pulled with the same pressure, and she would

feel both pain and arousal.

    Sha'teem realized with a shock that his leash would have the

same effect on him.  In fact, his cock was already stiffening, causing

the noose to tighten slightly. His eyes widened in fear as he saw Lord

Taldoori take both leashes in his right hand.  His left hand held a

soft, leather strap with an ornate handle. "Let's go, my pets," he

called to them, smiling as he gave the leashes a gentle jerk.  Both

slaves gasped and leaped forward, quite anxious to keep the four-foot

leash slack.

    The handler chuckled.  "I don't think you'll have a bit of

trouble out of either of them, my Lord.  But if you need my services,

I do some private training jobs during my off-hours."

    "Thank you, sir.  I'll remember that," Taldoori smiled as he

walked off with his two obedient bedroom-pets.  Within about fifty

yards, they came to a chaufferred ground-car, and Sha'teem and Liezl

were ordered in ahead of their master.  They knelt nervously on the

spacious floorboard while Taldoori sat down, and Sha'teem finally had

the chance to look at his new master in more detail.  He was tall and

slender with hard, well-developed muscles, and was quite handsome. His

black hair had a little gray mingled in it, and his eyes were a pale,

piercing blue. He was impeccably dressed, and his hands, which

casually stroked both Sha'teem and Liezl as they sat at his feet, were

smooth, but strong.

    "Now that we are alone, we can begin getting to know one onother

better, my dears," Taldoori smiled, caressing them both.  "Tell me

your names."

    "Sha'teem, my lord."

    "Liezl, my lord."

    "Those are nice names," he said, reaching down to stroke

Sha'teem's erect shaft lightly with his fingertips.  Sha'teem blushed

and lowered his eyes, and tried to resist the urge to back away.

    "Keep your knees apart, Sha'teem," his master reminded him as

his hand continued tickling and arousing the engorged cock.  "And

kneel up closer to me."  Sha'teem obeyed while Liezl watched in

fascination and growing arousal, and soon Taldoori had Sha'teem

groaning and rutting against his hand.  Next, he ordered Sha'teem to

kneel on the seat, straddling his lap with knees wide, and facing away

from him. Sha'teem then had to lean far over, placing his hands on the

floorboard for support.  As his master's hand continued stroking his

pulsing cock, he felt a finger being slowly inserted into his anus.

    Sha'teem gasped and stiffened slightly at the unaccustomed

sensation.  He glanced to his left and realized, for the first time,

that the windows of the car were large and extended to the floor,

enabling anyone on the streets to see what was being done to him as

the car passed slowly by.  And people were indeed glancing, pointing,

and smiling--fleeting images, but mortifying ones, nonetheless.

    "My lord, please!" Sha'teem gasped, as the finger began pumping

within him in rhythm with the other hand which  was now pumping his

cock.  But the hands continued to work on him expertly, bringing him

deliciously close to orgasm before stopping.  Sha'teem groaned in

miserable frustration as he realized he would not be allowed to

satisfy himself.

    "Wait a bit longer, my handsome young slave, and you'll be

satisfied," Taldoori chuckled as he washed his hands in a tiny sink

installed behind the driver's seat.  "I want that organ of yours to

stay at attention when we are in public.  Now, kneel on the floor,

facing the window, and lean back on your hands so anyone who looks can

see how aroused you are.  And if that cock droops, it's going to feel

a strap until it comes back to attention.  Understand?"

    "Yes, my lord," Sha'teem whispered, trembling with both fear and

embarrassment.

    "Now, my little girl.  Come up here and kneel as Sha'teem did,

except that you may lean back against me instead of forward." 

Sha'teem watched out of the corner of his eye as Liezl tremblingly

obeyed.  He could see the moisture already present on her inviting

slit as she spread her knees wide and leaned back against her new

master. She breathed a sigh of relief as he removed the three clamps,

and quickly relaxed with closed eyes as the expert hands began

stroking her breasts and her throbbing clitoris.

    Within a few minutes, those hands had her thrusting, moaning,

aching with desire. But again he stopped, and made her kneel facing

the other window in the same position Sha'teem had been made to

assume, where everyone could see her moist sex involuntarily thrusting

with intense desire.

    The ride to Lord Taldoori's mansion didn't take much longer, but

those minutes hung like hours to Sha'teem and Liezl in their

unsatisfied states of arousal. Every few moments, the strap would come

down on one or the other of them--slapping lightly between widely-

spread thighs--to remind them of their duty to remain aroused. Each

time the stinging admonition evoked a gasp, but it also increased

their arousal, and soon the soft strap found the genitals rising to

meet it--eager for any kind of stimulation that might push them over

the edge into the orgasms which were hovering so close. 

    But then the ride was over, and Taldoori quickly replaced the

clamps on Liezl's nipples, took both leashes in hand, and led his two

pets into the huge mansion.  Once in his bedchanbers, he removed the

leashes and clamps and ordered his two slaves to undress him.  By this

point, both Sha'teem and Liezl were too highly aroused to do anything

except cooperate.  While they removed their master's clothing, he

gently stroked the head of Sha'teem's stiff cock with the fingertips

of one hand, and rubbed Liezl's wet clitoris with the other.

    Finally, Taldoori stood nude in front of the two slaves, and he

was indeed handsome.  He was slightly taller and more muscular than

Sha'teem, and was 100% the master of this situation.  Sha'teem

realized, with a fresh surge of arousal, that this man intended to

master him in every possible way, both sexually and psychologically. 

He also realized that he wanted him to do just that.

 

 

Chapter 7.



    The master's bed was quite large, and when he motioned for

Sha'teem and Liezl to get onto it, they were thrilled to discover it

was a waterbed.  The waves created by any motion would greatly enhance

their pleasure, and as they rolled gleefully across it, Lord Taldoori

chuckled at them.

    "When you are through cavorting, my pets, we will see what

pleasures we can give one another," he smiled indulgently.  "My first

name is Laurence, and when we are alone in this room, I give you

permission to call me that.  But don't make the mistake of thinking I

am any less the master because of that liberty I am granting you.  One

other thing I want you to know about me is that I will occasionally

use this strap on you for no other reason than the fact that it gives

me pleasure to do so."

    Sha'teem and Liezl nodded solemnly at their master.  "We

understand, my lord," Liezl murmured.

    "Good.  Now, Liezl, I want you on your hands and knees on the

bed, and remember to spread your knees wide."  As Liezl obeyed,

Laurence knelt on the bed behind her and began stroking her sex

lightly with his hand.  Sha'teem knelt beside them and watched with

growing arousal as Liezl moaned softly, buried her face in the pillow,

and arched her backside up invitingly.  After another minute of the

deilghtful caresses, Laurence mounted Liezl and reached around her to

stroke her clitoris from the front side.

    While he slowly pumped within her loins, Laurence spread his own

knees wide and leaned forward onto Liezl's back.  "Now, Sha'teem, you

may satisfy your desires within me."

    As Sha'teem stared in shock, Laurence instructed him to use the

exotic, fragrant oil on the bedside table to lubricate his phallus,

and then to mount him.  With trembling hands, Sha'teem obeyed, wiping

the oil from his hands with a towel as he aproached his master's

backside.  This was a first for him, and he wasn't sure he'd like it.

    Cringing slightly, Sha'teem began slipping his rigid cock into

the small orifice, thinking all the while that it would never fit.  It

fit.  Sha'teem felt a thrill of arousal at the tightness caressing his

throbbing cock, and quickly began pumping. Within a few moments, the

three of them reached a common rhythm in their thrusts, and within a

couple of minutes, Liezl moaned and shuddered with climax. The

throbbing spasms within her pelvis drove Laurence quickly to climax,

and he drove his large cock into her as deeply as he could while he

shot his semen again and again in the warm little cave.

    Sha'teem felt his own climax approaching, and quickened his

thrusts against Laurence.  Laurence obligingly pressed his rear back

against Sha'teem, and the tight opening quivered with the aftershocks

of Laurence's orgasm. That was too much to bear.  Sha'teem gasped

loudly as he ejaculated, and thrust his cock even further into his

master's inviting anus. As the aftershocks began to die down, Sha'teem

collapsed on top of Laurence, and felt his softening shaft slowly slip

out of the warm opening. They rolled apart, and Sha'teem drifted off

to sleep for about an hour. He awoke to find Liezl tenderly washing

his genitals with warm, soapy water, and Laurence watching them both.

When he was thoroughly clean and dried off, Liezl brought her mouth

down and slowly teased his cock back to life. Then Laurence ordered

her off of Sha'teem.  She sat back and watched as Sha'teem was then

ordered to lower his mouth onto Laurence's already-stiff organ. 

Another first for Sha'teem.  He hesitated for a moment, then obeyed.

    "Sha'teem, spread your knees apart and arch your backside in the

air," Laurence reminded him, bringing the strap down hard onto his

rear.  "I shouldn't have to tell you that!"

    Sha'teem obeyed, gasping as he felt the strap again and again

while his trembling mouth worked on his master's organ. After a

minute, Laurence ordered him onto his hands and knees. Liezl still

watched, mesmerized and aroused by the spectacle. As Sha'teem assumed

the correct position, with knees spread, he glanced over and saw

Laurence rubbing the oil onto his own cock.  He almost collapsed with

panic and shock.

    "No, Laurence, please...I've never...I just can't!"  Sha'teem's

breath came in ragged gasps as he tried to resist the urge to bolt

from the room. He closed his eyes tightly for several long moments,

but then felt Liezl's warm body sliding beneath him.  He opened his

eyes and watched her as she began caressing him and opening her legs

for him to enter her. At the same time, he felt Laurence's hands

behind him, stroking his back soothingly and urging him to mount

Liezl.

    Sha'teem's panic subsided a bit as he slid into the familiar

warmth of Liezl's loins, but he tightened up again when he felt the

gentle pressure of Laurence's shaft pressing against his anus.  He

trembled again, and Liezl kissed him, caressing him all over, while

Laurence caressed his balls with delicate fingertips.

    "Push back against me, Sha'teem," Laurence whispered as he

continued tickling his testicles teasingly.  The sensations were

driving Sha'teem wild with arousal, and he quickly forgot his fear

again.  When he relaxed enough to be able to push against Laurence,

the slow, steady penetration began. Sha'teem gasped at the strange,

intense feeling, and froze for several long moments before his

throbbing cock reminded him of its needs.  He began thrusting

cautiously within Liezl again, as Laurence slowly began a gentle

pumping behind him.

    The feeling was not painful, but it was still overwhelming to

Sha'teem in a strange, indescribable way as he rutted hard and fast

within Liezl.  In some way, he was trying to escape the impalement

behind him by thrusting harder into her loins, and the panic was

slowly returning. His breath became ragged and gasping again, he

closed his eyes tightly and felt the silent tears trickle down his

cheeks, and when he climaxed suddenly, he cried out hoarsely and

clenched the sheets in a deathgrip.

    Sha'teem tried to collapse onto Liezl as his last spasms

subsided, but found himself being pulled back even harder against

Laurence's thrusting shaft. Sha'teem struggled, but the strong hands

held him firmly, and the hot shaft assaulted him again and again. He

moaned in panic, and buried his wet face against Liezl's breasts while

she stroked his hair and crooned reassurances to him.  Within a few

more moments, Laurence groaned and ejaculated within Sha'teem, and

slowly collapsed on top of him. Sha'teem stiffened again as he felt

every single pulse of the cock as it shot its load into him, but then

he surprised himself and Laurence by involuntarily pressing back

against Laurence, imbedding the throbbing cock even deeper.

    The two men gradually sank onto the soft sheets together, and

Liezl squirmed out from underneath the excessive weight. Sha'teem was

no longer struggling to dislodge Laurence's softening shaft. As he

drifted exhaustedly to sleep, he felt Laurence's hands massaging him

gently, and barely heard him praising him for his good behavior.

    			*	*	*	*



    Morning came with the smell of freshly-cooked food being brought

into the room.  Liezl stirred, raised her head, and saw a servant

setting a huge breakfast onto a table set for three.  She found

herself on top of Sha'teem, and rolled off before she succumbed to the

temptation to tease his limp organ to life and mount it.

    Sha'teem and Laurence also woke, yawning and stretching, as

Liezl got up. Laurence absent-mindedly stroked Sha'teem's genitals as

he looked up at Liezl.

    "Liezl, if you and Sha'teem are hungry, go ahead and eat.  I

believe I'll lie here a few more minutes. When you're done, there will

be a bath awaiting you in the next chamber, with a servant to attend

you."

    "Thank you, my lord," Liezl and Sha'teem both replied, and

Sha'teem blushed slightly as he left the bed, because Laurence's

caresses had already aroused him.

    Laurence lazily watched them from the bed as they ate, then got

up and ate his breakfast while they were being bathed.  Before they

were done with their bath, Laurence joined them in the bath.  The

servant was dismissed, and Laurence ordered his two "pets" to bath

him. After the bath--which was accompanied by a good bit of caressing

and kissing--they returned to the bedchamber. Laurence led Sha'teem to

the far end of the room, where padded manacles protruded from the

floor and hung from the ceiling on chains.  Sha'teem shuddered

slightly at the sight.

    "Now, Sha'teem, I want you to stand with your legs far apart so

I can secure your ankles here. You may hold the chain above you for

balance.  And I will give you a choice: can you be obedient enough to

not let go of that chain for anything in the world, or should I latch

the cuffs onto your wrists?"

    "I...I'm not sure, Laurence," Sha'teem stammered as his ankles

were secured to the floor far apart.

    Laurence smiled as he stood up and reached for Sha'teem's hands. 

"Then perhaps securing you will be best.  Then you'll be helpless, and

won't have to struggle against the temptation to disobey."  He quickly

latched the fur-lined cuffs onto Sha'teem's wrists and adjusted the

chain so that he was at arm's length, but not uncomfortably stretched.

    Sha'teem trembled with both fear and anticipation as he saw

Laurence approach with Liezl, two blind-folds, and his leather strap. 

He also blushed with mortification as he glanced down and saw his cock

already rigid with arousal, and wondered idly what would be the first

thing his throbbing organ would feel: Liezl's warm sex, or Laurence's

strap?

    "Now, Liezl," Laurence murmured, stroking between her legs with

his fingertips, "I want you to mount Sha'teem.  Wrap your arms around

his neck for support, and twine your legs around his legs."  Sha'teem

grinned and pumped slightly as Liezl blushingly lowered herself onto

his shaft and wrapped her limbs around him. The position he was in no

longer seemed so bad to him.

    He watched as Laurence blind-folded Liezl, and then felt a

blindfold wrap around his own eyes.  Suddenly, Sha'teem was afraid

again, because he knew Laurence was very close by, holding a leather

strap, and he would have no inkling of where the first lash would

fall.

    "Now, my pets, I want you to give each other as much pleasure as

you can, until you both come. And as added incentive, I'll be using

this strap on both of you the whole time."

    Sha'teem and Liezl both gasped as the strap cracked sharply

across their closely-twined legs.  They began pumping energetically

and kissed one another with a frantic abandon, trying to both comfort

and arouse each other simultaneously as the strap fell again and

again. The blindfolds added to their suspense and fear, since they

could not predict where the strap would fall next.  Laurence seemed to

have a talent for searching out their tenderest regions with the belt,

and Sha'teem pumped and writhed with growing panic as the strap hit

the insides and backs of his thighs.

    Liezl also gasped and shuddered as the belt licked up between

the cheeks of her backside or smacked the sides of her breasts.  As

the moments stretched into a few minutes, both Liezl and Sha'teem were

moaning with arousal and pain, and their skin showed the light pink

stripes from the strap nearly everywhere on their bodies, except where

they were tightly pressed against each other.

    Sha'teem climaxed first, in great, shuddering groans, and pulsed

his semen into Liezl. She continued to grind her pelvis against

Sha'teem for another minute or so, but couldn't overcome the

distraction of the tormenting strap enough to climax as Sha'teem had

been able to.  Finally, the lashing stopped, and Laurence removed

Liezl's blindfold and ordered her over to the bed. Then he removed

Sha'teem's blindfold, but didn't un-shackle him.

    Laurence then left Sha'teem to watch in growing arousal while he

began licking Liezl's engorged clitoris as she lay obediently spread-

eagled on her back.  Within moments, she was squirming deliciously,

and Laurence mounted her. Sha'teem felt his own cock rising with

desire as Laurence and Liezl pumped and moaned with increasing passion

for several minutes. Finally, Liezl climaxed, grinding her pelvis hard

against Laurence for several seconds.  He quickly followed suit,

filling her loins with his semen.

    About a half-hour later, Laurence rose from the bed and released

Sha'teem, who was trying hard to ignore his still-aroused cock. "Ready

for some more, my fine fellow?" Laurence chuckled as he teased the

head of Sha'teem's organ with his fingertips.

    "Always ready, my lord," Sha'teem grinned, stretching and

rubbing his stiff muscles.

    "Good.  Then I'll give you a choice, Sha'teem. You can either

mount Liezl, while I mount you from behind, or you can mount me while

I mount Liezl.  Which do you prefer?"

    Sha'teem thought about it for all of one second before replying,

I'll mount you, my lord."

    Laurence chuckled warmly.  "Somehow I'm not surprised by that

choice!"

    Within a minute, Sha'teem was watching Liezl, on her hands and

knees, being joined with Laurence, whose widely-spread knees left

Sha'teem an open invitation.  Within another few moments, Sha'teem had

joined the chain and found himself reveling in the tight sheath that

was tormenting his cock ecstatically.  All three lasted longer this

time; and after they were finished and Sha'teem had washed himself

off, they snuggled together for a long nap.

    Upon awaking, Sha'teem and Liezl saw their clothes on a chair

and the wizard beckoning. Laurence was gone. As they dressed, their

memories returned and Sha'teem grinned at Liezl contentedly.  "Well,

sweetheart, I'd say we got what we wanted...and THEN some, out of this

fantasy.  Wouldn't you?"

    "Uh-huh..." Liezl smiled tiredly as they walked arm-in-arm

through the mist and back into the park.

    Back on the Phoenix II, Lord Shardin happened upon the exhausted

couple as they staggered to their cabins.  Shardin stopped and stared,

then shook his head, grinning, and never said a word as they walked

by.  Sha'teem threw him a wink, and said, "Permission to rest a few

hours before reporting to the bridge, my lord?"

    "Permission granted, to both of you!  And I won't bother asking

if you had a good time."  Shardin walked off chuckling, and returned

to the bridge for an extra shift. Sha'teem and Liezl had been among

the last happy campers to return from their shoreleaves, and by the

time they slept off their debauches the three ships of the First Wing

would be far away from Dalton's Dream Planet.

    Shardin relaxed into his command chair and soaked in the

relaxed, contented emotions emanating from the minds of his crew.

    "Helmsman, break orbit.  It's time to get back to work."

    "Aye, sir!" the officer replied, and the Phoenix II and her

sister-ships slipped away from the magical planet to resume their

duties throughout the galaxy.

 

 

The End.





Back to More Fantasy Sex Stories and Sexual Fantasies


Fantasys about asian girls. Asian fuck fantasies come true at 1 Asian Porn!

Back to 1st Sex Stories Main Page


See All Our Feature Hardcore Sites!
Fetish Club, 1 Asian Porn, Fetish Cinema , XRated TV , V Girl, Massive Hardcore