caroline.txt
                       SWEET CARESSES OF CAROLINE

     Sweet Caroline.  I will never forget the girl as long as I live. My
Caroline.  Just the mention of her name brings back such vivid, sweet
memories.  Yes, she was cruel, harsh, wicked; as bad as she wanted to
be.  But for every hour she spent strapping my ass, as I bent over and
accepted every stroke, there were threefold times spent loving me until
I came over and over again under her soft caresses.  There was no
punishment she did not know.  I obeyed her without question.  That
Caroline would hurt me beyond repair was never a concern.  The welts
would disappear, the stripes fade away, but never my undying love for
her.
     One evening she invited one of her friends over, a twenty-year old
extremely pretty blonde named Julie-Anne.  I was quite used to
Caroline's painful sessions with me, to the point that I even looked
forward to them, but I could never get used her habit of once every so
often inviting some stranger over to observe my humiliating punishments.
It was obvious that this was going to be one of those evenings, but I
was not prepared for some of the bizarre twists the events took that
summer evening.
   In the living room, the three of us chatted amiably for the better
part of an hour, small talk and drinks punctuated by laughter.  I was
intrigued by Caroline's guest, whom I had never before met.  She wore a
bright red dress which contrasted nicely with her strikingly pretty
natural blonde hair which flowed to her shoulders.  When the
conversation went on and on, I began to wonder what my lover had in
mind.  Was she just plying the pretty girl with drinks so the three of
us could have a mini-orgy?
     Julie-Anne sat across from me.  From what I could see of her
stockinged legs and how she filled out the bright red dress, she
appeared to have quite a nice body.  Her laughter was sometimes a bit
nervous, especially if Caroline made one of her gross sexual comments,
and she seemed a bit shy, perhaps because she was just getting to know
me.  Whatever Caroline wanted, I wanted it to happen soon.  The drinks
were slowly raising my libido.  At last something did happen.
     "Roseanne is very special," said Caroline to the pretty blonde.
"She likes to please everyone, don't you dear?"
     "I guess so," I replied, smiling nervously.
     "She's one of the prettier fashion models in the area.  I want you
to see the real Roseanne for yourself," she continued, looking over at
the seated girl who shifted nervously in the chair, understanding what
Caroline had just implied, but unprepared for the suddenness of the
remark.  Surely Caroline had told her why she had been invited for the
evening.
     "Stand up, Roseanne," she ordered of me.  My summer dress, of
dainty yellow-checkered cotton, clung to my legs as I rose from the
chair and stood, my heart beginning to pound beneath the thin material.
She moved towards me, like fog in the night, surrounding me, enveloping
me.  She smelled of rich perfume, like flowers in bloom.  She took my
hand in hers, lightly.
     "Have we been good today?" she asked, almost whispering.  Surely
she felt my nervousness, my trembling.  Could she hear my rapidly
beating heart also?
     "Yes, mam," I softly replied, not knowing how to answer.  Julie-
Anne sat to my left, watching.  Waiting.  Like a cat ready to pounce.
     Caroline squeezed my hand more tightly, pulling me towards her.  As
she kissed me full, on the lips, she whispered something unintelligible
into my mouth, then followed the words with her warm, wet tongue.  I
greedily accepted it, grinding my lips against hers.
     The kiss lasted several moments.  I felt a tingling in my loins, so
familiar to me.  Surely she knew I wanted her to attend to me, anyway
she desired.  She broke the kiss and looked through my eyes into my
mind.  "Are you mine," she asked, smiling sexily.
     "Yes," I replied, lowering my head.  "You know I am."
     "Julie-Anne likes you, too." she said.  "I have told her about you.
About your ass, your breasts, your pussy.  She would like to know you as
I know you, Roseanne.  Would you be naked for her?"
     I was somewhat startled by her suggestion.  I didn't know how to
respond.  I thought for a while, wondering how I would react in front of
a perfect stranger.  But I knew that my punishment would be a hundred
times more severe if I did not comply with her desires.  "If you wish,"
I replied, my head still bowed.
     "And accept her strap on your nakedness?" she continued.
     This stranger punishing me?  I detested the thought, but knew that
there was only one correct answer to her question.  "I....I will do
whatever you want me to do, mistress."  My words fell on the floor like
like a soft handkerchief.
     "The long, thin dildo, Julie-Anne, on the mantel piece, would you
please take it down and sit behind Roseanne."  I shuddered, noticeably.
I heard the rustling of Julie-Anne's tight red dress, her footsteps of
stockinged softness on the floor.  I dared not to look at her.  She
returned and sat behind me.  Ready to pounce once more.
     "Do you want some Vaseline or K-Y first?  You may be a bit dry back
there," said Caroline.  I knew, of course, which of my body openings
they had in mind for a likely repository for the dildo.
     I replied, "If it pleases you, mistress."  My eyes stayed fastened
to Caroline's black leather belt around the waist of her dark blue
dress.  How much I wanted the belt to be used on my ass!  I longed to be
whipped by her.
     "No, I think not," she said sternly. "The dildo is thin enough.  It
will not hurt.  Lift your dress up, Roseanne, over your hips."  I did as
I was told, unhesitatingly, offering my silky white bikini-styled
panties to Julie-Anne's view as she sat behind me.  I felt Caroline's
foot move next to mine, pushing it to the side, forcing me to open my
legs just a little wider, almost forcing me to lose my balance.
     "Be still, slave," ordered Caroline, using the term "slave" for the
first time that evening.  Looking back at the seated Julie-Anne, she
smiled.  "She's got a gorgeous ass, doesn't she, Miss Julie-Anne?"
     "Beautiful!" she replied.  "Perfect.  Such delicate curves.  The
panties cling so nicely to the buttocks.  I like her legs very much
also.  She is even nicer than how you described her to me."
     "She loves to be whipped on her backside, don't you, slave?"
     "Yes, mam," I replied, in truth.
     "Pull the panties down, Julie-Anne.  Don't be shy.  Roseanne likes
to show off her sweet little hiney."
     I felt the stranger's hands at the side of my hips, her fingers
digging into the tops of my delicately laced undies.  She pulled them
down slowly, exposing the curvature of my ass little by little, until
the white rayon encircled my slightly opened thighs.
     "Absolutely beautiful!" she whispered from behind me.  I could feel
her eyes on my nakedness back there.  I did not mind.  I enjoyed showing
off my backside.  "But where are the whip marks?"
     "Faded," replied Caroline.  "But we do prefer the frenching method
here.  Wide straps, which hurt and redden, but seldom leave signs the
next day.  Roseanne has a high threshold of pain, and loves to have her
ass played upon with a variety of whips."  She moved closer to me,
pulling me into her.  Her breasts squeezed into mine.  I could feel her
rigid nipples beneath her blue cotton dress.  She kissed me again and
moved her warm hands to the nakedness of my ass, kneading the globes in
their firmness.  It felt good.
     She spread the cheeks apart several times during the caress,
revealing my puckered "O" to the seated Julie-Anne who remained behind
me, waiting....the dildo in her hand.  I felt terribly exposed and
humiliated.  Here was my lover showing off my most private of areas to
someone I had never met before this evening.
     "Shall we have her kneel on her knees when I insert the dildo?,"
asked Julie-Anne.
     "I prefer to have her impaled while she is standing up," replied
Caroline, pulling my ass cheeks apart as far as she could, stretching me
back there in preparation for the cold, lifeless instrument to follow.
     "Very well," said Julie-Anne, moving forward on her seat and
placing her left hand on my ass.  Caroline continued to spread my lower
ass cheeks apart, providing an easy target area for the dildo.  I gasped
into Caroline's mouth as I felt the hardness of the instrument touch my
anus.  Caroline's nails dug into my skin as she exposed my 'O'.
     "Mmmm.  She's tight," said Julie-Anne, moving her hand over my
lower ass.  Suddenly, without warning, she gave the long, thin, plastic
phallus an upward thrust.  I gasped, then cried out loud as I felt the
hardness of the cruel device break the plane of my sphincter.
     Caroline decided to make the torture even more difficult for me.
"Raise up on your tip-toes!" ordered Caroline.  I obeyed.  The position
was difficult to maintain, especially with Julie-Anne shoving the dildo
up my ass.
     Caroline kissed me again as Julie-Anne eased the thing further into
me.  "Give me your tongue," she said huskily.
     "OH! Caroline!"  I gasped into her mouth as the plastic dildo
surged to the very top of my rectal canal.  Julie-Anne had split my
pumpkin with the long, thin tube and was beginning to work it up and
down.
     "Do you like it?" asked Caroline.  "Does my little Roseanne like
things up her sweet little ass?"
     "It hurts!" I cried.
     "It's supposed to, my dear.  It's what you really want, isn't it?"
she chided.
     "Yes," I admitted.
     "Tell Julie-Anne how much you like what she is doing to you!"
     "I, I like what you are doing to me, Julie-Anne."
     "If it was a man's prick you'd be in ecstacy now.  You like to suck
them off after they've had you there, don't you?"  Caroline was
embarrassing me now.  Julie-Anne began pistoning the dildo faster as my
sphincter became accustomed to it.  My legs were getting weak from
maintaining a stance on my tip-toes.  My calves were straining.  I felt
Caroline's hand move deftly beneath my raised skirt and onto my pubic
mound.  Her middle finger sought and quickly found my hardened clitoral
nubbin, then journeyed to my vaginal entrance.
    "She's as wet as a lake," she said to Julie-Anne. "Just the thought
of getting punished turns her on!"
     Julie-Anne was lightly scratching my buttocks with her fingernails
as she twisted the dildo cruelly inside my ass.  "Her ass was made to be
beaten," she said.
     "And eaten!" laughed Caroline.  "It's the sweetest-tasting rosehole
I've ever known.  But when you get her going like this, she loves to go
to the punish room, don't you, my little chickadee?"
     She held my chin beneath her fingers.  "Yes," I sobbed, head
lowered.
     I had only met Julie-Anne moments before, and here she was shoving
something inside my ass and about to go to the Punish Room and watch me
being humiliated by one of Caroline's wicked pain sessions.  Caroline
had never let anyone observe or take part in the cruelties she inflicted
on me.  She knew that inviting Julie-Anne would serve to heighten my
humility.
     "Let's take her to the punish room," suggested Caroline.
     "Great!" exclaimed Julie-Anne.  "Shall I pull the dildo out?"
     "No," replied Caroline.  "She loves to have something up there all
the time.  Yesterday I made her walk around all day just like she is
now, with that thing poking out of her.  And you know what? The little
whore admitted that she came a dozen times.  She deserves to be punished
just for enjoying these little indignities a bit too much.  Let's bring
her to the Punish Room!"
     The Punish Room.  I hated even its name.  It was there that
Caroline would take me and have her way with my body.  She had a kind of
power over me when we went there.  But it was something I just couldn't
resist.  Her wildest fantasies were realized in that room where I was,
most often, the helpless victim.  But, in truth, I must admit that I,
too, found untold pleasures in the Punish Room.  That is the masochistic
side of me.
     I cannot explain why I enjoyed being humiliated and tortured, any
more than Caroline could explain why she enjoyed inflicting pain upon
the person she loved.  Yet there was always the ominous fear of the
Punish Room, for I never knew what to expect there.  Sometimes I would
be blindfolded for hours while she tamed my body with whips and straps.
No part of me was untouchable.  My screams bit into the stillness of the
room's stagnant air, only to fall like rose petals on the hard linoleum
floor.  Caroline was about to show Julie-Anne some new ways of
inflicting pleasure and pain.
     "Come with us," ordered Caroline.  I followed them from the living
room and down the cellar stairs, awkwardly, my panties bunched around my
thighs and the dildo sticking obscenely out of my asshole as I held my
yellow cotton skirt above my waist, exposing the brown curls of my
pubis.   Caroline unlocked the Punish Room door.  I couldn't take my
eyes off of the rounded curves of her firm ass, encased in a light blue
cotton skirt, with a wide, black leather belt around her waist.  She
wore no stockings.  I wondered what kind of panties she was wearing
beneath.  How I wanted her!
     Julie-Anne, in her bright red rayon skirt and white blouse,
followed her into the room.  Caroline invited me in with a gesture of
her arm.  Red-faced, I entered, skirt still raised, heart pounding,
tears beginning to well in my eyes.  Julie-Anne smiled at me, looking
into my eyes, then purposely stared at my hairy pubis.
     "Her pussy is gorgeous!" exclaimed this stranger to our room. I
furtively glanced at her silky, white blouse.  Her breasts strained
against the thin material, nipples protruding, longing for freedom.  Her
blond hair was cut short.  She was beautiful.  As I lowered my head, I
noticed her legs were hose-covered, perhaps pantyhose, for I saw no sign
of garter belt beneath the tight red skirt.
     Caroline and the stranger stood in front of me, knowing but not
feeling my embarrassment.  "Turn around," ordered Caroline.  "Face the
back wall."  I turned, obediently, exposing my backside with the
protruding dildo to them.  They traded comments concerning my ass, my
thighs, my waist, and other parts of my body.  Julie-Anne mentioned that
the dildo looked befitting.  Caroline laughed.  I was bade to turn
around once more, after they were finished their verbal humiliations.
     "Strip!" ordered Caroline.
     In front of a stranger!  Already exposed from the waist down.  I
was being ordered to be naked for them--to invite even more degrading
comments about my body.  My face flushed a deep crimson.  I closed my
eyes, then released the grip on my upraised dress.  It fell in a whisper
into its normal position.  The dildo, still ensconced in my backside,
poked obscenely out of the back of the skirt.
     I moved my hands to the back of the yellow summer dress and
unzipped it all the way down, then unhooked my belt, freeing the
confinement around my waist.  I slipped the straps of the dress off my
shoulders, then hesitated, my forearms across my breasts, knowing that
my next movement would expose my bra-less chest.  I looked into
Caroline's eyes, searching, pleading.  Julie-Anne stood next to
her...smiling...waiting.  I bit my lower lip.
     "Let's see what you've got up there, honey," said Caroline,
somewhat huskily.  "Don't be shy."
     I lowered my head again, not wanting to look at the two of them,
then let the straps fall on their own down my arms.  My breasts sprang
into view.  The coral nipples, encircled by dark areola, were turgid
despite my nervousness.  Julie-Anne, quite audibly, drew her breath
between her teeth.  My dress, in shambles, remained around my waist.
     "Gorgeous!" exclaimed the stranger in my house.
     "They are perfect, indeed" said Caroline.  "Look at the firmness.
Large, but no sag.  The nipples are hard already.  She's excited, the
little bitch.  Make them harder, Roseanne!"
     She had done this before, to heighten the humiliation.  The ritual
was always the same--rub the nubbins with the palms of my hands, or, if
she desired, squeeze them between my thumb and forefinger.  They always
became larger, more sensitive to slightest touch.  When she was in a
loving mood, she would suck them for hours, sometimes making me come
just like that.  When she was in her sadistic mood, she would pull the
nipples grossly out and away from my breasts, whip them with a small
pussy whip or the flattened tip of a riding crop, or drop candle wax on
them.  Tonight I rubbed them with my palms, feeling them harden, then
gracefully dropped my hands to my sides without having to be ordered to
do so.  With lowered head, I looked down at my own semi-nakedness.
     "O. K., honey, push the dress down your legs.  Let's see the cute
little curls!"  Embarrassed beyond words, I obeyed, pushing the dress
over my hips.  It fell at my feet, silently.  My panties still encircled
my thighs.  The two women in front of me stared at my triangular forest
of light brown curls.
     "Do you let her trim the bush some times?" asked Julie-Anne.
     "I prefer it to remain natural," replied my lover.  "I shaved her
clean once, but when the curls grew back I let them grow out and stay
nice and full.  The bush is thicker now, after shaving her.  But you can
still see the crack of her cunny through the thickness of the hairs!"
     "I like the look of her darker-colored curls next to her white
skin," said Julie-Anne.  "Mine are so much lighter than hers."
     Caroline smiled.  She knew we would both be viewing her friend's
pussy before long.  I wanted to see what she looked like beneath her
clothes.  First, they had to take care of me.  Caroline asked me to
remove my panties, which I did.  Completely naked now, I felt so
defenseless.
     Without saying a word, my lover motioned her hand toward the
horizontal bars.  I turned and moved slowly to the bars at the side of
the room, the dildo still in my ass bobbing lightly back and forth as I
moved.  The two women followed me.  I had been this route many times; I
knew I was in for a strapping of some kind.
     The horizontal bars were custom-made, each about four feet wide
between two supporting pillars.  Each was made of shiny mahogany.  The
top-most bar, about waist high, had a two foot wide red velvet cushion,
well padded, in the very middle.  Hanging down from the upper bar was a
two inch brown leather strap with a buckle at the opposite side of the
cushion, to be brought around the waist of anyone so unfortunate to be
bent over the ominous-looking bar.  The second bar, perhaps two feet
lower and one foot further back, was used to hold the victim's hands in
place.  There were two wrist straps, each half again as thin as the
waist strap above, affixed to the second bar one foot apart.  Along the
floor were several more straps bolted to the floor at various intervals
to provide a method to secure the victim's ankles, dependent only on how
far it was decided to spread the victim's legs.
     Caroline often utilized yet another device at the horizontal bar
which she called the 'kneeling cushion'.  She often bade me to kneel on
the foot-high pillow, then pulled a leather strap over my calves,
securing my legs to the device.  This latter method she would employ if
she desired to use the more painful cat-o-nine tails on me or for
administering the hated punishment enema if I had been particularly bad
that day.  The kneeling cushion prevented movement of the lower half of
my body.
     I faced the horizontal bar, naked...waiting.  I smelled Caroline's
presence behind me. Her perfume filled my nostrils.  She touched me
lightly on the shoulder and had me turn once more, facing her and Julie-
Anne.  She looked through me with her dark brown eyes.  I gulped.  She
reached out and took my hands, leading them to the two inch black
leather belt around her waist.  She smiled.
     "Undo the buckle," she whispered.  I was confused.  Was she going
to make me take her clothes off, which I wanted so badly to do, or was
she forcing me to get the instrument to be used upon my buttocks?  With
trembling hands I undid the metal buckle.  It loosened and I held it in
my right hand, hanging downward towards the floor.
     "Kiss it!" she demanded.  I knew then what was to be.  She always
made me kiss the instruments of her cruelties.  A sweet kiss followed by
a sharp sting!  I raised the shiny buckle to my lips, then planted a
kiss upon it.  Yes, I wanted it badly.
     "What would you have me do with the belt, Roseanne?" she asked.
     "Beat me with it," I replied softly.  It was more of our ritual.
Seldom did the words change.
     "Where would you have me beat you with it, my dear?" she asked in
a mocking tone.
    Julie-Anne's eyes lit up.  She couldn't believe my total, complete,
unyielding subservience to Caroline."
     "My ass, mistress," I whispered.
     "I can't hear you, slave.  Where?"
     "On my ass, mistress," I said more loudly.
     Caroline's eyes were on fire.  "You must kneel before me and beg me
to beat you before I obey your wishes, slave."
     I knelt, head lowered.  "I desire that you beat my ass with this
strap, my mistress."
     "I grant your wish, but first you must show your new friend Julie-
Anne why I love your tongue so much.  Give me the belt, Roseanne."  I
handed it to her.
     "Come here, Julie-Anne," said Caroline.   Julie-Anne moved forward,
smiling.  She had been waiting for an opportunity to join in on the fun
and games.  "Her tongue is wicked," she continued.  "Why don't you rest
your backside on the horizontal bar so Roseanne can service you.  If you
can make Julie-Anne come, you slut, I may spare you some pain."  Julie-
Anne moved past me, to my left, a broad smile on her face, then turned
her back to the horizontal bar.  Her bright red skirt clung tightly to
her smooth, stockinged legs.  She looked down at me,  her deep blue eyes
glistening in the light of the room.  I turned to face her, still
kneeling.  The dildo in my rosehole scraped the floor lightly as I knelt
in front of her.  Her legs were parted, invitingly, but the tightness of
her skirt precluded my seeing all the way to her crotch.
     "Raise your skirt for her," said Caroline.  It was the first order
she had given the stranger.  Without a word, Julie-Anne placed her hands
at either side of her thighs and began inching the red cotton up her
perfect legs.  Little by little, the full expanse of her pantyhose-
covered legs came into view, the light brown mesh giving way near the
top of her thighs to darker-colored, almost black mesh.  At last I saw
her crotch. Through the opaque material I could see she was wearing red
undies, to match her skirt.  She pulled the skirt over her hips and held
it.  The dark mesh of her pantyhose spread across her crotch, the long,
thin line of the material cutting right through the crack of her pussy.
     "Lower her pantyhose, Roseanne."  I reached up to the blond-haired
stranger's hips and, extending my hands under the raised skirt, put four
fingers from each hand into the elastic at the top of the hose.  In one
smooth motion I pulled the pantyhose over Julie-Anne's hips, exposing
the bright red full-cut panties.  Her smell was musky, cunty.  She had
not showered since morning.  I didn't think she was unclean, but I
usually preferred to have oral sex with someone who had just showered.
Her pubic mound was large; she obviously had a good deal of pussy hair
beneath her pretty bright-red panties.  I was anxious to see what it
looked like underneath it all. I pulled the pantyhose the rest of the
way down her white legs and slid them off her feet, one leg at a time.
She had pretty legs, but she apparently did not like to tan them.
     As I pushed the pantyhose to the side along the floor, Julie-Anne
lifted her foot and began running her toes across my left breast.
Startled, I jumped back slightly.  I hadn't expected her to be so bold.
Caroline nudged me forward from behind and watched Julie-Anne's bare
foot fondle me.  "Why don't you take my panties off, baby," said Julie-
Anne in a sexy, throaty voice. I didn't know what to do, so I did
nothing.  Waiting....I was not used to someone else giving me orders.
     Sensing my uneasiness, Caroline jumped into the conversation.  "I
want her to ease into it, first, Julie-Anne.  Let her take her time.
You'll enjoy it all the more.  Roseanne, kiss her crotch."  Obediently,
I moved my head forward and sank my lips into the red silk undies.  As
I kissed the warmth between her legs, Julie-Anne's body shook slightly.
I continued kissing the hard mound of her pubis for several moments.
Her womanly smell was intoxicating.  I wanted her badly.
     "Now pull down her undies and lick her cunt!" ordered Caroline.
Like a scared rabbit, but eager to get to the goodies, I moved my
fingers quickly to the waist band of the bright red panties.  In an
instant I peeled them over her supple hips, revealing a thick set of
curls, the softest blond muff I had ever seen.  I eased the undies down
her legs, pretending not to have noticed the beautiful pussy spread
before me like a delicious meal, and threw them to the side atop the
discarded pantyhose.  With Caroline's hand pushing my head forward, I
finally moved between the luscious thighs and planted a kiss upon the
softness of her fur pie.  She sighed and instinctively moved her legs
further apart, resting her ass on the gentle cushion of the horizontal
bar and using her arms on the bar for support.
     "Oh!  That's soooo nice!" she sighed.  "What a tongue!  Oh, yes,
Roseanne, right there.  Right there!"  I sucked and laved her clitoral
bud.  It ripened beneath my caresses.  It was as big as a nipple, but
tasted a thousand times better.  From time to time, I delved my tongue
into the deep folds of her pussy, licking around and into her vagina,
eliciting loud gasps and hisses from her.  Her head was thrown back; her
legs shook in a spasm.  I shook my head back and forth as fast as I
could, my tongue darting across her full-bloomed clitoris.   I went on
like that for several minutes, driving her crazy.
     "I'm coming!  I'm coming," she yelled.  "Don't stop!  Yes!  Oh,
yessssss!"  She must have had multiple orgasms.  Her whole body shook
spasmodically.  Her brow was filled with beads of sweat.
     When the orgasm subsided, she gently stroked my head, still
ensconced between her legs.  Her thighs were softness around my ears.
I was still kissing her clitoral nubbin, ever so gently.  "That was so
beautiful, honey.  You do have an educated tongue!"
     "Do you want her to do your backside now?" asked Caroline.
     "You mean my asshole?"
     "Yes, silly.  She loves to do it back there," replied my lover, as
my face flushed crimson at the thought of what I might soon be expected
to do.
     "No, not right now. I need to relax a little.  I'd like to watch
you tenderize her buttocks a bit first," said Julie-Anne.
     I was kind of glad I wasn't going to be forced to eat this
stranger's rosehole, even if the alternative was a good beating on my
behind.  I was turned on now, and longed for the fire that Caroline
would ignite on my buttocks.  She bade me stand and face her.  Behind
me, Julie-Anne arose from the horizontal bar and pushed her skirt back
down.  Caroline looked so sexy, her breasts pushing hard into her dress,
nipples hardened.
     "Give me the dildo, Roseanne," she commanded.  I looked at her
quizzically.  "The one that's sticking up your ass, slut!" she hollered.
Embarrassed, I reached behind me and found the ivory plastic still
ensconced in my behind.  I gave it a yank and pulled it from me.  Head
lowered, fearing to look in her eyes, I handed it to Caroline. I heard
Julie-Anne moving from behind me; her hand passed delicately over the
orbs of my ass, purposely, as she moved to Caroline's side.  Caroline
put the dildo in the hip pocket of her dress for safekeeping.  It would
be used later on me, I was sure.
     Caroline looked at Julie-Anne who was staring at my nudity.  "She's
such a child," said my lover.  "She has a teenager's pubic hair and
breasts."  My face reddened.  Sunlight peeped through a hole in the wall
and splattered on the floor like a rain puddle.  It was still early
evening.  Caroline reached out and pinched my left nipple between her
thumb and forefinger.  I winced, then  cried out in pain.  She didn't
let go.  I gritted my teeth and endured the pain rather than give in to
her.  She knew I needed to be hurt before I could be loved.
     "The Ass Frencher," said Caroline to Julie-Anne, who padded with
bare feet to the wall of whips and removed the long, hard, three-inch
wide black leather belt from its holding.  It was not a particularly
painful instrument, but it was preferred by many in the S&M world
because of the loud noise it made when leather met flesh and the sudden
redness it caused.  In fact, it left me with a warm glow that would last
for hours after a beating.  It was a pleasant pain, so to speak.  It was
not nearly as horrendous as a cat-o-nine tails or the dreaded birch rod.
Caroline sometimes used it on my breasts even.
     "Turn around!" ordered Caroline sharply.  I twirled on my heels,
facing the now familiar horizontal bars and red cushion.
     "Bend over the bar, slave!" she commanded, slapping my ass with a
loud crack with the palm of her hand.  Startled, I moved quickly to the
cushioned bar and bent my body over it, my ass high, the orbs invitingly
parted, my legs held tightly together.
     "Her asshole is still partially opened," said Julie-Anne.  "The
dildo did a good job."  I felt my face redden even more, listening to
her speak about me that way.  I didn't hear Caroline reply.  Perhaps she
nodded.  Her comment made me feel all the more exposed.
     "Just strap her wrists to the lower bar," Caroline finally said to
her accomplice after a long pause.  She often let my legs go free just
to watch them jerk up with each stroke of belt or whip.  I would have
preferred to have my legs bound also.  There is peace in bondage.
Julie-Anne moved to my side and fastened my right wrist to the strap,
then moved and did the same with the other side.  Her elbow pushed into
my downward-hanging breasts as she moved quickly to affix my wrists. I
was a prisoner once again.  I could feel the sweat running down my brow.
I could smell the softness of Julie-Anne's soft, blond hair which was
cut short over  her ears.  Finished her duty, she moved back to
Caroline's side.
     "How high can you count, honey?" asked Caroline of me, an obvious
reference to the number of strokes I was about to receive.
     "S-Six," I hesitatingly responded.
     "Times two," laughed Caroline.  "Twelve nice ones on that sweet
hiney of yours.  If you lose count, we start all over."  Hardly had she
finished her sentence when the loud "THWACK!" of leather upon flesh and
the sharp pain across the orbs of my upturned ass mingled as I cried out
in pain.
     "One," I half-whispered.
     "I can't hear you, slave," shouted Caroline.
     "ONE!" I cried, my buttocks burning already.
     "THWACK!!" came the second stroke as my unrestrained legs jerked
spasmodically as the strap bit into my naked buttocks.  The sound of
leather on flesh reverberated around the room.
     "AHHHH!", I screamed, hissing between my teeth.  "TWO!" I knew that
the white cheeks of my ass were now quite reddened, after just two
strokes.
     "The crying is a sham," said Caroline to Julie-Anne.  "She loves
it.  Sometimes she begs me for it, especially before we make love.  She
needs the pain to make the pleasure more intense.  She has often
maintained that the more intense the pain, the more heightened the
pleasure."
     I felt her rub the leather belt across my ass like a violin bow,
gently, as she prepared me for the next stroke.  I loved it when she did
it like that, teasing me, making me wonder when next the pain would come
so sweetly to me.  Often she would lift the whip or belt from me, only
to return it once again in gentleness, heightening my desire in
suspense.  Yes, she fulfilled my every need.  How many times a good
whipping led to the most exquisite love-making I had ever known.  For
today, the strokes went on to the inevitable twelfth, leaving my
buttocks steaming hot and tingling, the tears streaming down my face.
The twelfth stroke was the hardest, leaving me panting, out of breath,
exhausted.
     "Undo her wrists, Julie-Anne."  Julie-Anne obeyed.  I was bade to
stand then, facing the wall, silently sobbing as the heat from the
strapping felt like a fire on my backside.
     "Back up!  Three steps backward!" ordered Caroline.  In the
quietness of the early evening I moved, just in front of her.  "Grab
your ankles!"  A child of obedience, I bent, my knees parted, my hands
feverishly grasping my ankles tightly.  Her middle finger was inside my
asshole in a flash.  I hissed as it entered me, drawing the breath
between my teeth.  She frigged me with the finger, pistoning it in and
out of me.  The pain felt strangely good, though I snorted and  breathed
in spurts whilst she entered and raped my most private of places.
Julie-Anne looked on in quiet amazement.  Indeed, she had never seen a
truly submissive person.  It seemed an eternity that her finger was in
me, but I maintained my awkward balance satisfactorily.  When she
finished, she bade me stand up.  My legs felt like rubber.
     "Face us!" she ordered. I turned, my breasts swaying slightly as I
stopped, head lowered.
     "Take the rest of Julie-Anne's clothes off, Roseanne," ordered my
lover.    "Oh, no, that's all right," said her red-faced friend, "I..."
Her voice trailed off as Caroline looked at her sternly.  It was obvious
the order had taken Julie-Anne by surprise.  I moved to the front of the
pretty blonde who now had a nervous smile.  My rosehole still tingled
from its recent adventure.  Julie-Anne's full breasts strained against
the thin material of her white blouse.  Her nipples stood out boldly
against the cloth.
     Caroline caught me eyeing them.  "Cup the breasts and kiss them
before you take the blouse off," she said huskily.  Gladly I moved the
palms of my hands beneath each melon.  They were full and weighty, yet
soft beneath my palms.  I couldn't wait to see them uncovered.  Bending
my head slightly, I kissed first one, then the other, ever so gently,
right over the cloth-covered turgid nipple.  Julie-Anne drew in her
breath slightly as I did it.  Her right hand gently touched my left
elbow as I raised my head and, for the first time, she looked deeply
into my eyes.  It was normally forbidden during a training or punishment
session to look upon your tormentors, but Julie-Anne had me mesmerized.
     I moved my fingers to the top button of the blouse, still looking
into her eyes.  She smiled wistfully.  "I hope you like me when I am
naked," she whispered.  I did not answer her.  I moved my eyes to the
top button which by now had come undone.  The top of her chest was pure
white.  My eyes trailed to the next button along with my fingertips.
Somewhat nervously, I undid it, revealing the very top of her white
cotton bra.  The next few buttons would begin to reveal what I sought.
     "Reach inside her blouse first, Roseanne.  Feel them."  I knew
Caroline was enjoying this as much as I was.  The fingertips of my right
hand moved beneath the parted cloth, under the bra strap, then downward,
into the cup of the bra itself.  Her tit was silky soft and smooth.  She
sighed as I squeezed it gently, feeling its firmness.  Under the lacy
cotton my index finger sought and found the already hardened nipple.
     "OH!" she cried out as I ran the tip of my finger over the fleshy
protuberance.  I raised my head to see her face--eyes closed, head
cocked slightly to the left, mouth partially opened.
     Caroline let me continue for several moments, voyeuristically
looking on, my fingers manipulating the supple curves beneath the thin
material.  "That's enough!" snapped Caroline.  "See what effect you are
having on her.  Feel between her legs and tell me."  I removed my hand
from the cottony encasement and moved it slowly down the front of her
body, between us, touching the soon to be undone buttons of her blouse,
her thin black belt, her tight red skirt.  I pressed my fingers into her
abdomen as I moved towards and then over her bony mons veris.  I could
almost feel the pubic hairs beneath.  Her legs were parted as far as the
tight skirt would allow, the hem of the dress at mid-thigh.
     I curled my fingers around the hem and yanked it gently upward,
raising the skirt slowly, knowing that Caroline would be enjoying the
sexy view.  In seconds the skirt was raised to the top of her thighs.
My knuckles scrapped against the soft pubic down.  I turned my hand,
palm up, and moved it forward between Julie-Anne's soft thighs.
Caroline could not see what my hand was doing beneath the skirt, but she
knew from the contorted expression on Julie-Anne's face and her loud
gasp that I had entered her moist vagina with my finger.  Two fingers,
to be exact, glided into the dark, self-lubricated canyon.  She threw
her back in abandon, opening her mouth even more.  Her brow was
furrowed.
     "Well?" asked Caroline.
     "It's very wet there," I whispered, wriggling my fingers inside
her.
     "Oh!  That's nice!" sighed Julie-Anne.
     "Taste her sex!  Suck your fingers clean!" ordered my lover, her
voice dripping with sexiness.  Withdrawing my love-juice covered fingers
from the steaming pussy, her cum was clear and shiny on my fingers, I
brought them to my mouth.  Greedily, I sucked the juices that I had just
taken from Julie-Anne's vagina.  The taste was pungent, salty, not
unlike my Caroline's.
     "More!" ordered Caroline, obviously finding this little play a
great turn-on.  My fingers returned to the lake, plummeting into the
depths of her warmth and darkness once more, yielding the same, perhaps
louder, gasp from Julie-Anne.  I shoved them in as far as I could.  She
was steaming hot inside.  I filled my fingers with her come, and without
being asked, withdrew and brought them to my mouth once more.  The taste
was unbelievably delicious.
     "Three fingers," said Caroline.  Seconds later my middle, index and
ring fingers were ensconced inside Julie-Anne's vagina.  I wanted to
fuck her until it hurt.  To tongue her.  To play with her erect clit.
To make her scream in ecstacy.
     But Caroline had other ideas, at least for the time being.  After
watching me suck my three come-filled fingers clean, Caroline ordered me
to continue disrobing her.  My fingers, still moist with a mixture of
her love juices and my saliva, slowly undid the remaining three buttons
above her skirt.  I then pulled the short-sleeved white blouse from her
skirt and undid the one remaining button.  I let the blouse hang on its
own, opened, the center of her lacy white bra stretching across her
chest, now heaving with each breath in anticipation of some more sweet
loving.  She could never have imagined what other adventures Caroline
had in store for her.
     I moved my hands to the top of the blouse and parted it fully,
exposing the full cups of her large, pointy tits.  Through the exquisite
lace I could see the soft, white flesh beneath, the round darker-colored
areolas surrounding the pink nubbins which strained to be free against
thin, semi-transparent cotton.  I drew the blouse over her shoulders and
down her arms.  She shook her hands slightly and the material dropped to
the floor, silent as  falling snow.  She looked once again into my eyes,
lustfully, a look of sexual anticipation on her pretty face.
     Without being asked, I leaned forward and put my arms around Julie-
Anne's back, over her bare arms.  In doing so, my naked breasts met the
flimsy material of her bra.  Standing breast-to-breast, I unhooked the
catch at the center of her back.  Without drawing back, I let the straps
fall over her shoulders and down her arms.  Understanding that I did not
want to break the caress of our breasts, she reached between us and slid
each strap, in turn, over her elbows and lifted her arms free.  My own
swollen breasts, flattened against hers, were now the only things
preventing her from being naked from the waist up.  Keeping my arms
around her back, I drew her even closer to me, grinding my pubis into
hers.  Her parted lips met mine and she frenched me immediately, trying,
I felt, to drive her tongue into the depths of my throat, so turned on
was she.  I knew she could taste her own juices still lingering on my
tongue.
     As we kissed, passionately, feverishly, I moved my right hand to
her hanging bra and yanked it gently downward, pulling the soft material
across both of our breasts at the same time, scraping our turgid nipples
in unison.  As the lacy cotton slid slowly downward, more and more of
our flesh met, until, at last, our breasts met in their fleshy, soft
nakedness.  The feeling was exquisite.  Her eager tongue delved all over
the inside of my mouth.  We continued to grind each other, pubis to
pubis.
     I knew Caroline was beside herself by now, watching the two of us
slowly get it on.  I moved my right hand to the back of Julie-Anne's her
neck and stroked gently beneath her short, blonde hair.  From within her
throat she seemed almost to be purring, like a kitten.  Sliding my hand
past her ear, I moved my fingers to her cheek.  They still smelled of
her cunt.
     "Her skirt," whispered Caroline.  "Stand back and take it off."
Our sweaty bodies parted, her tits springing into blossom.  They were
full, ripe, white melons with almost no sag, capped by small, pink, hard
nipples and encircled with coral-colored, silver dollar-sized moons.  I
don't know where Caroline found this one, but she was beautiful beyond
compare.
     My fingers trembling with desire, I unhooked the thin, black vinyl
belt at Julie-Anne's waist, then moved my hands to her side where I slid
the button through the stiff material.  Quickly locating the top of the
zipper, pulled it down with my right hand while grasping the top of the
skirt between the thumb and index fingers of my left hand.  The noise of
the zipper tore through the silence of the room like thunder.
Julie-Anne thoughtfully closed her legs slightly.  With only the
gentlest of pushes, I eased the red cloth over her rounded hips.  Half-
way down its journey it moved on its own, dropping to the floor around
her ankles in a circle, her beautiful, full, blonde bush once more
exposed to our lustful eyes.  She stepped out of the circle, naked, like
me.  Inside my own loins I could feel my own desire building to a
crescendo.  How far would Caroline let me go before pulling one of her
surprises on Julie-Anne?
     I dropped down on my knees to the floor before the towering blonde,
head even with her golden bush.  Gently touching the back of my head
with her hand, she guided my face to her pussy.  My lips met the downy
softness of her fleece once more.  She opened her legs wider for me, her
knees pointing slightly outward and bent.  Her cunt was mine once more.
I lapped at it greedily with my tongue, swiping between the puffy lips,
into the come-filled moisture of her pink tissues, letting the very tip
of my tongue tease the turgid clit.
     The palms of Julie-Anne's her hands moved to her hips, fingers
pointing downward.  Looking down, she watched my head moving between her
alabaster legs.  She pushed her cunt into my face while I greedily
consumed her.  Her breasts swayed to and fro.  She breathed heavily
through her nose--short, gasping breaths, half-snorts, like an animal in
heat.  She reached down once more with her hand and pulled my head
further into her.
     When I raced the tip of my tongue over her aching clit, she
screamed out, "OH!  YES!  There!  Right there!  Don't stop!  OH, please
don't stop!" Obliging her, I didn't, redoubling my efforts with circular
movements around the protruding nubbin.
     Out of the corner of my eye I saw Caroline move behind Julie-Anne,
perhaps to get a better view of my handiwork.  Knowing Caroline would
have wanted me to do it, I moved my hands around bottom of Julie-Anne's
ass and, using just the tips of several fingers, spread the lower cheeks
apart, exposing the pink rosebud to the heat-filled room and Caroline's
lustful gaze.  I was surprised that Caroline was letting me play this
long with our new friend.  I knew it would not last, but the enjoyment
was such for the both of us, ah, even for the three of us, that I
continued to eat the blonde bush with total abandon.  The exposure of
Julie-Anne's rosehole to Caroline was the finishing touch for the
blonde's night of pleasure.  She hadn't the slightest inkling, but it
was about to become a night she would not soon forget.
     "Roseanne," ordered Caroline, her throat filled with hoarseness,
"get the cushion for Julie-Anne; I want you to eat her ass, too."
    Obediently, I stopped my tonguing, arose, and moved to the side of
the room.  I slid the cushion over.  I had been on it many times, too
many, perhaps.  The cushion itself was made of red velvet.  It was about
two to three feet long, perhaps a foot wide, and approximately four feet
high.  It was thick and soft, comfortable to lie upon, belying its
intended purpose.  The four wooden legs of the cushion were affixed to
two long four by six boards.  At the side of each of the four legs was
a strap and buckle.  In the middle of the cushion was a fifth strap,
designed to go around the waist of person lying on the cushion.  The
constraints were perfect--the waist strap, one strap for each arm just
above the elbow, and the other two for each leg just above the knee--
holding the victim tightly in place as she lay upon her tummy on the
cushion, ass and pussy completely exposed over the far end.  I had spent
many hours on this device, often called the Punish Cushion by Caroline
for its ideal positioning of the victim's ass and cunt and legs.
     Julie-Anne looked in awe at the contraption, but had, at this
point, nothing to fear, believing only that she was about to her asshole
eaten by a tongue she had become quite accustomed to--mine.
    "Lie down on the cushion, Julie-Anne," said Caroline in a sweet
voice, "on your stomach, so Roseanne can show you some nice surprises."
Still unafraid, the blonde beauty bent down, initially putting her
sopping pussy right in the middle of the cushion.
     "You need to slide back further, honey," said Caroline.  "Let your
arms and legs be even with the legs, so your ass is well over the edge.
Julie-Anne can take care of both of your openings that way by sitting
behind you between your legs."
    Julie-Anne slid backwards, all the way to the end.  In front, she
rested on her forearms, elbows even with the legs.  In back, she was
supported by her knees on the floor, though most of the weight of her
body fell upon the velvety cushion.  The position was perfect.  Her
pink, round rosehole gleamed between the slightly spread globes of her
pure white ass; her pussy was gaping open, greased by her own come and
my saliva--the pink tissues gently contrasting with the soft blonde hair
surrounding the puffy cuntal lips.  I was wondering how, and when,
Caroline would spring the surprise upon her.
     "I want you to work on her bunghole first, Roseanne.  Get between
her legs!"  I shifted my body on the floor until I came to rest between
the stranger's parted legs, bent at the knees.  I rested my left forearm
on the top of her buttocks, mostly for support, while I moved my right
hand to her alabaster globes.  I bent my head and planted a gentle,
sweet kiss on Julie-Anne's left globe, swirling my tongue in a maddening
circle as I sucked ever so gently on the soft skin.
     "She is great at ass eating!" remarked Caroline, reassuring Julie-
Anne that she was about to be rimmed and nothing else.  As I moved my
head to the other globe and kissed and tongued some more, Caroline moved
to my left shoulder, kneeling, and stealthily moved the leg strap around
Julie-Anne's left leg, without tightening it.  If she had tried to move
her leg, I would have put downward pressure on her ass and tightened my
hold with my arms.  Fortunately, she did not feel the Caroline's
movements, nor did she feel them around her other leg.  Each strap was
now buckled, but not tightened.
     As I moved my head into the top of the groove which split Julie-
Anne's globes in half, and applied the tip of my tongue to the groove's
beginning, Caroline arose and moved slowly to the front of the cushion,
where Julie-Anne's eyes were closed in ecstacy.  Caroline knelt, her
dark blue skirt rising to mid thigh, then sat back down on her haunches,
her buttocks supported by her calves.  Moving her hands to Julie-Anne's
cheeks, she raised the somewhat startled girl's head, and, without a
word, kissed her full, on the mouth, softly, passionately.  To my
surprise, she moved her right hand around the back of Julie-Anne's head,
then trailed downward along the spinal column, until she found my mouth
at the stranger's ass.  She moved her middle finger sexily into my
mouth, for a few seconds, and I sucked on it nice and softly.
     Her actions gave her an idea.  "Come here and stand next to me,
slave," she ordered.  I arose, naked, and moved to her side, just to the
left front of Julie-Anne.  "Open your legs!," she commanded.  Once
parted, my opened legs were the recipient of her hand.  She shoved her
middle finger into my vagina.  My flow of juices there was unbelievably
strong.  Looking up, Julie-Anne watched Caroline manipulate me.
     After several moments, she withdrew the now glistening finger and
brought it to Julie-Anne's mouth, then eased it gently between her
slightly parted lips.  Julie-Anne tasted me on Caroline's fingers.
"It's Roseanne's love for you, Julie-Anne," whispered Caroline.  "Do you
like it?"
     The blonde, red-faced, nodded her head as my lover moved to kiss
her once more, tasting my love in Julie-Anne's mouth.  She had Julie-
Anne where she wanted her as she moved her hands all over the excited
girl's back and arms, while I, for my part, kneeled on the floor and
continued my slow, downward trek towards the glistening pink 'O' that
was Julie-Anne's rosehole.  Spreading the lower ass cheeks apart, I
moved the tip of my tongue to the tiny opening and began rimming it.
Julie-Anne gurgled in delight.
     Knowing that the blonde would offer no resistance, Caroline looked
down and pulled the left wrist strap around Julie-Anne's arm.  It was
obvious to Julie-Anne what was happening, but her mind did not
comprehend fear.  She opened her eyes.  "What are you doing?" she asked.
     "Nothing, darling," answered Caroline, as she tightened the strap
around the arm and buckled it.  "I just don't want you to flail around
too much while Roseanne and I give you our sweet double treatment, front
and back.  It's a special we do for our favorite lovers.  You'll love
it."  Her voice was filled with honey as she moved quickly to the other
strap and affixed it quickly.  It was done now, all over for Julie-Anne,
though she knew not what was about to happen.
     "Get up, Roseanne," said Caroline, rising from her kneeling
position.  I stood, next to the naked, unwitting blonde, and watched
Caroline bring the inch strap around Julie-Anne's waist.
    "Hey!" she said, this time with a little fear in her voice, "What
are you doing to me?"  For the first time since she had settled
comfortably onto the cushion, she attempted to move her legs and
realized they, too, were bound.
     "Easy, honey," whispered Caroline as she tightened the waist strap.
"It's time for some new adventures for you."  The both of us quickly
moved to each of the startled girl's legs and tightened the final two
straps.  She was now completely constrained, and becoming decidedly more
nervous.
     "STOP!" she screamed, realizing that she was becoming the victim.
     "If you continue to scream," said Caroline, "I will have to gag
you.  You have surmised, perhaps, that it is now your turn to taste some
new and different feelings.  We promise we will not hurt you too much.
It will be scary at first, but let things happen and perhaps you will
learn to enjoy what we do--the giving and taking of pain."
     "Are you crazy?" said the blonde in a shaky voice.  "Let me up!"
     "When we are done, darling," said Caroline.  "Are you ready to
begin, Roseanne?"
     "Yes," I replied.
     "Get the long dildo.  Oil it!"  I stepped over the scared blonde
and went to the cabinet where I found the twelve inch plastic phallus,
long and thin, that had often been in my own rectum, providing me with
untold pleasures and pain.  I brought it back, along with a jar of K-Y
jelly, to Caroline, who was now kneeling in back of Julie-Anne, between
her legs, eyeing the exposed rectal orifice.  Opening the jar of K-Y, I
slid the dildo into it.  It came out filled with the lubricant.  I
handed it to Caroline, who, with furrowed brow, held the plastic tube in
her right hand while she gently pushed aside the bottom right side of
Julie-Anne's lower ass with her left hand, spreading the anus apart.
     Julie-Anne was beginning to get the idea.  "NO!  Not there!" she
shouted.
     "Now, now," said Caroline, "It's too thin to give you a lot of
pain.  I just want you to get introduced to it.  Later the dildos get
thicker and much more painful."
     "Are...uh...Are you going to put it inside me?" asked the nervous
girl.
     "Uh-uh," replied Caroline.  "I believe that is what we had in
mind."
     "In my, in my...."
     "In your ass," interrupted Caroline.
     "Please don't.  Oh, please don't," cried the bound blonde.
     "If you don't stop acting like a little baby, I'll have Roseanne
get a much larger one for starters, and that will not be very pleasant.
Consider this a favor for your first time, honey."
     Caroline rubbed the blonde's alabaster globes with her left hand,
gently kneading the flesh, sometimes parting it to reveal the pink,
crinkly anus.  I knelt down beside Caroline, looking on.  There was a
thin coating of blonde peach fuzz surrounding Julie-Anne's anal opening.
I had seen much hairier assholes.  This one looked very eatable. I was
sorry I hadn't gotten that far earlier.
     "I need some grease on my finger, doll," said Caroline to me as she
placed the pink dildo on the floor.  She held her middle finger out and
I held the jar for her, then watched her ease the finger disappear into
the greasy substance.  The digit glistened menacingly as she withdrew
it.
     "She has a beautiful rosehole," whispered Caroline.  I nodded in
agreement.
     "Too beautiful!" she sighed, bringing the glob of lubricant to
Julie-Anne's back entrance, then touched the blonde's puckered 'O'.
     "NO!  PLEASE!" cried the scared girl, as she felt the outside of
her most private of parts being violated, her head shaking back and
forth to emphasize her displeasure with Caroline's actions.  Ignoring
her cries and protestations, Caroline applied the K-Y in a circular
pattern around the lovely orifice, her eyes fascinated by the crinkly
rosebud.  Julie-Anne kicked her feet on the floor and clenched her fists
tightly.  Nonchalantly, Caroline pushed her finger through the newly
lubricated orifice with ease.
     Julie-Anne screamed, not in pain, but out of fear and humiliation.
I could see that Caroline was getting upset with her.  "Get the ball
gag, doll," she said to me.  I used her shoulder for support as I arose
from my kneeling position, went to the drawer once more, and quickly
located the red ball with twin leather strands.  My tits bouncing, I
strode back to Caroline, who was moving her hand in a circular pattern,
the middle finger embedded deeply in Julie-Anne's ass.
     I would have loved to have been in Julie-Anne's place, so much did
I love the feeling of something inside me there, conversely to put
something inside someone back there in that special place.  How often I
have masturbated with something inside my ass, anything--my own finger.
A dildo.  A cucumber.  Literally anything that would fit.  More often
than not, my orgasm was that much greater with something up there, my
anus surrounding it, clutching it as I would come and come until I was
exhausted.  I had grown particularly adept at getting a man's rocks off
when butt-fucking, knowing just how to squeeze the glans at the right
times, knowing when to take him all the way.  When I am in complete
control I can make a man come in seconds, all the while enjoying it
immensely myself.  It is the greatest gift a woman can give a man
sexually if it is done right, better than the best of blow-jobs, which
I had also learned with a fair amount of skill.
          I stood next to Caroline, watching her hand intently, the red
ball gag hanging limply by my side.  Caroline's brow was furrowed, so
deep in concentration was she.  Her finger was pistoning now.  She
seemed oblivious to Julie-Anne's incessant screaming.  Then she looked
at me and nodded in the direction of the screaming girl.  I moved
forward and straddled the blonde once more, facing her head and bringing
the red rubber ball in front of the blonde's mouth.  Tears were
streaming down the girl's cheeks in torrents.  Quickly and gracefully I
pulled the ball between her gaping lips.  She gurgled, snorted, kicked,
shook her head frantically, but quieted down quickly as I tied the
leather strap in a bow-knot at the back of her head.
     Caroline looked up at me, between my spread legs.  I knew she was
doing it.  I could feel her eyes on my ass and pussy.  I turned and
faced my lover, my tormentor.  My cunt was on fire.  I needed her so
badly.  She knew it.  "Why don't you come around behind me and lift my
skirt and tongue me a little," she whispered.  She needed me, too.  "I'm
wearing your favorite blue panties," she continued, with a wry smile.
     As I stepped over the top of Julie-Anne, Caroline was placing the
long, thin dildo right in the middle of her victim's well-lubricated
asshole.  I would have enjoyed watching the device enter the pretty
blonde, but all my thoughts were fixed on what I was about to do to my
sweet Caroline.
     Caroline had shifted to a doggy-style position, her dark blue skirt
having ridden up to approximately mid-thigh.  She was not wearing
pantyhose.  Her legs were well tanned, almost bronzed.  I dropped down
on my knees behind her, with thoughts of her sweet blue panties filling
my mind.  Looking over the top of Caroline's head, I watched the dildo
gliding through the rich jelly surrounding Julie-Anne's anus right into
her rectum.  She was really gurgling behind the ball gag.
     I looked down at Caroline's sweet rounded ass, straining against
her tight skirt, and forgot about poor Julie-Anne.  It was the most
gorgeous ass I had ever seen, bar none.  I loved it.  When she would
permit me, like now, to have my way with her, invariably I spent most of
the time playing with the beautifully shaped globes, using my
indefatigable tongue for untold hours on her delicious rosehole.  There
was not a time I was unable to bring her to wave after wave of delicious
orgasm just by playing with her back there.
     I moved the palms of my hands to her clothed-covered globes. It was
a somewhat muscular ass, its firmness the result of her hours of
exercise which she always performed in the nude, in front of a full
length mirror, often letting me watch from her bed, making me horny with
desire, knowing her spread legs and hanging breasts were there for the
taking when she finished.  The slurping sound of the dildo being
pistoned in and out of Julie-Anne's ass, coupled with her throaty moans,
stirred me on.
     I kneaded the buttocks gently, pressing my thumbs into the cottony
skirt.  I moved each hand in a circular pattern over the globes, slowly,
sensually, building her up methodically, teasingly.  Her knees were
spread as far apart as the tight skirt would permit, leaving plenty of
room for my right hand to wander stealthily under the hem whilst my
other hand continued to roam all over the delightful globes.  Once under
the skirt, my hand gently touched the inside of Caroline's left thigh,
about half-way up, where the skin is smoothest and the feeling electric.
The unexpected touch brought an audible "Oh!" from her and a backwards
pressure of her buttocks against my kneading fingers.
    The soft insides of her bare thighs fell prey to fingernails and the
tips of my fingers, traveling a slow course from the top of her thigh to
the back of her knee.  I still had not raised her skirt; all my actions
were between her parted legs, my elbow bent beneath the hem.  Nor had I
touched her pantied crotch and thick, full, fatty pubis.    My own
excitement was enhanced knowing that all the while, just in front of me,
Caroline was reaming Julie-Anne's butt with the dildo.  I could hear the
victim's snorts and gurgles amidst the incessant slurping of the
pistoning, twisting dildo.
     Under the skirt, my hand moved from thigh to thigh, sometimes using
the back of my hand to stroke the right thigh, sometimes turning my hand
beneath the spread skirt to use my fingertips on the inner softness of
her gorgeous legs.  On one occasion, when the back of my hand eased
upwards against the inside of Caroline's right leg, the middle knuckle
of my thumb hit the pantied crotch.  To no surprise, the crotch was
sticky wet, filled with the love juices flowing from her burning cunt.
When she dropped her ass downward to create more pressure of my thumb in
her cunny, I turned my hand, palm up, and sank it softly into the
moistened softness of the silky material.
     "Oh, yes!" she moaned out loud, gyrating her buns.  I let my hand
rest on its own against the crotch, letting Caroline masturbate herself
upon the upturned palm.  Pressing gently upwards with only the slightest
of pressure, I allowed her to buck back and forth, dry-humping hand, now
wet with the juices flowing copiously from her steaming vagina.  My own
loins were on fire, crying to be soothed by tongue or cock or anything.
     I pressed my middle finger hard into the clitoral area; she
responded by gasping and dropping her torso even lower, thus raising her
ass higher.  "My skirt, Roseanne, raise it over my hips, you'll see your
favorite panties," she said thickly.  I withdrew my hand from inside her
skirt, then placed both hands on the outside of her thighs.  To assist
me in my endeavor, Caroline brought her parted knees closer together.
I moved my fingers beneath the hem, then began pushing the material
slowly upwards, revealing, inch by delicious inch, more and more of her
well-tanned, muscular legs.
     When the material reached the very top of her thighs, just below
the panty line, I paused, bent my head down, and gently kissed the
delicate softness of the back of her right thigh.  At the same time, I
took a deep breath and smelled the musky, cunty odor emanating from her
between her legs, where in moments my face would soon be buried.  I
heard her hiss between her teeth as my lips sucked ever so gently upon
the delicately smooth skin near the top of the back of her thigh.
     I kissed and gently sucked a trail from the top of the thigh to the
bend in her leg, flicking my tongue from time to time upon its
smoothness.  Having reached the bottom of my journey, I let my cheek
rest upon the calf of Caroline's right leg, then cocked my head to look
upward.  The view up my lover's skirt from my vantage point below,
between her sleek, bare legs, was agonizingly beautiful!  The wide
expanse of her panty-crotch, beneath which lay her steaming pussy, was
too much for my wanton eyes.  I never realized how much I needed this
woman.
     Realizing I was looking straight up her dress, Caroline obligingly
moved her legs as far apart as her skirt allowed.  In the middle of the
light-blue panty crotch was a thin line where the cloth invaded slightly
into the puffy labia, outlining the cuntal lips.  At either side of the
crotch, light brown curly hairs peeked out, yearning for freedom.  The
back of the panties were pulled slightly into the lower crack of her
ass.  I know she enjoyed showing herself to me like this.
     "The view is beautiful from here," I whispered, staring into the
beautiful sight above my head, while I ran my left hand lightly over the
backs of her thighs, not daring yet to touch the cum-soaked crotch.  I
could have spent hours gazing up the skirt of my sexy lover.
     "I'll bet it is," she said.  "You'd like the view here, too.  I
love to see the dildo move into her ass."  Julie-Anne groaned in pain as
Caroline cruelly twisted the thin plastic tube in a circular pattern as
the rape of the young girl's ass continued.
     Still resting my head on her calf, looking up dark blue skirt, I
grasped the hem, just beneath her rounded buns, and slowly pushed it
upward, easing it over her gorgeous ass and exposing even more of the
light blue undies which clung tightly to her posterior.   Bending more
at the waist, she stuck her ass out sexily, forcing the thin cloth of
the panty crotch deeper into her pussy lips and anal region.
     They were, indeed, my favorite panties.  I had always like their
soft, blue tint, the delicately embroidered lace which filled the entire
front of the material, all the way up to the waist band.  Through the
flowered lace could be seen the dark brown triangle of Caroline's pubic
hairs sprouting magnificently above the solid, reinforced crotch.  The
front of the pretty material did nothing to hide the thick, hairy
thatch.  The entire back of the panties was solid, shiny, light-blue
rayon.
     The view from below was too much for me!  I needed to see my
lover's pussy.  Easing three fingers of my left hand into the crotch
band which was spread wide across Caroline's pussy, I pulled the
moistened material to the side, revealing the thickly populated pussy
hair surrounding her fatty cuntal lips and the soft, pink gash of
lubricated tissue which ran the length of the steaming twat.
     Caroline gasped, realizing that I had just exposed her pussy.  Her
legs no longer encumbered by the skirt, she spread them even farther
apart, causing the pussy to gape open obscenely, wantonly.  As I ran the
backs of my fingers along the fatty, hair-lined pussy lips, she cooed
softly.  The purring of a pussy cat.  The sticky come around her vagina
was a dull, almost milky color, mixed with a clear mucous.  I knew the
taste of her sex so well; I often spent hours eating the sweet desert
between her legs.
     "Take my panties off, honey," she said sexily, thickly.  "Eat my
pussy.  Tongue my asshole."  Her coarse language did not phase me.  I
was used to it.  I guess I even liked it.  As she often said, she had no
inhibitions.  To my surprise, she withdrew the dildo from Julie-Anne's
rectum, placed it on the floor, and then moved to a totally prone
position on her stomach, beneath Julie-Anne's spread legs.  I moved to
the side slightly and watched her rest her cheek on her folded arms,
eyes closed, anticipating my tongue.  For a moment my eyes rested on
Julie-Anne's distended anus, still a gaping, round 'O', the muscle not
having relaxed following its lengthy meeting with the plastic phallus.
Even a well-endowed man could have fucked the well-lubricated hole with
ease now.  Perhaps Caroline would let me wear a dildo and do it later.
Perhaps....
     Caroline's skirt was still bunched around her waist, the rayon
panties contrasting nicely with the dark blue of the skirt.  I moved to
a kneeling position, to her left, inches from her hips and placed my
hand inside her left leg, pulling it toward me gently.  She got the idea
and moved her legs apart, exposing the length of her blue-pantied crotch
for my eyes to feast upon once more.  I wanted her so badly I could have
screamed.  So nice did the panties look on her perfectly rounded
buttocks, no artist could ever capture the exquisite beauty presented
before my eyes.  I eased my right hand between her spread legs and
slowly brought four of my fingers right onto the puffy lips that lay
beneath the softness of her rayon-covered pussy.
     Caroline sucked in breath as my fingers met the material, now so
filled with the wetness of her own love juices that my fingers
immediately glistened with her moisture.  I pushed the material inward,
between the puffy lips of the cuntal crack.  "Ahhh," she sighed softly,
"Yes.   Oh, yes!"
     My middle finger began teasing the clitoral hood and she started to
squirm noticeably, her hips beginning to undulate softly in a rhythmic
rise and fall.  I could smell her womanly smell from above as the odor
of love rose to my nostrils and inflamed me even more.  I moved my free
left hand to my own cunt, seeking the same area that was turning on
Caroline so much.  I plunged my hand into my pussy, not caring that
Caroline knew what I was doing to myself.  Perhaps she would object.  I
didn't care.  It felt so good, the electric flowing through the centers
of our beings at the same time.
     I looked down at the undulating hips, the skirt bunched at her
waist, the pale blue undies, the spread legs, the opened crotch.  I knew
she needed me just as much as I needed her.  I dipped three of my
fingers into my steaming vagina.  I don't think I had ever more wet
between my legs.  I coated my fingers with my own juices which now could
be used for lubrication purposes.
     Moving quickly, I reached under the bunched-up skirt with my well-
greased, glistening hand, pulled up the elastic waist band of Caroline's
undies, and eased my hand under the material, onto her soft, naked ass.
I paved a trail along the inside  of the crack of her buttocks with my
middle fingernail, delving deeper as I moved along until I found the
rectal area.  I watched my hand move beneath her panties, stretching the
material to its fullest.  She gasped quite audibly as my middle finger,
greased with my own come, located her crinkled anal rosebud.  She ground
her pubis into the floor.
     Bending at the waist, I leaned down and whispered into her ear.
"Can you take three fingers in your ass today, Caroline?"  I wiggled the
tip of my middle finger against her 'O'.
     "Yes!" she blurted.
     "It might hurt," I whispered.
     "DO IT!" she ordered, thrusting her buttocks upward in an open
invitation for me to make good on my desire to take her anally.
     Without warning, I plunged my middle finger right into her tight
bunghole.  "AHHH!" she cried as it entered easily, right to the second
knuckle.
     I remained bent over, my lips close to Caroline's ear.  "That's
one," I said, feeling her anus gripping my finger tightly. "Two to go."
     "It feels so good!" she sighed.  Her breathing was tremulous.  I
really had her turned on now.  The tip of my tongue pierced the center
of her ear canal as I withdrew my finger from her rosehole and pressed
my middle and ring fingers together.  Her tightly stretched panties made
the operation more difficult, but just a little pressure inward against
her puckered anus was all that was needed to complete two-thirds of my
endeavor.  Two of my fingers were inside her rosehole while my tongue
teased her sensitive ear.  Her low, throaty moans became increasingly
louder.  She raised her buttocks higher to accommodate me.
     "I love your asshole," I whispered, wiggling the two embedded
fingers in her warm, sweet rectum.  "Oh, it's so nice and tight!  Just
one more, baby, you can take it.  Are you sure you want me to?" I asked
teasingly.
     "YES! YES!" she replied with a long hiss between her teeth as my
two fingers plunged in and out of her backside.  Her face was contorted,
her brow furrowed.
     "Your panties are in the way.  I'll have to take them off if you
want all three fingers inside you."
     "Yes," she said.  "Take them off.  I want you to see my naked ass!"
     I slid my fingers back out of her ass, my knuckles pressing into
the blue rayon above her reinforced crotch, then resumed my kneeling
position at her side, looking down at my hand inside her undies.  Her
gorgeous legs were really spread wide.  I moved my hand from the bottom
curve of her buttocks to the small of her back where, joining my other
hand, I gripped the elastic band of the bikini-styled undies and started
easing them over her smooth, white buttocks, revealing the deep crack
which separated the superb, full globes.  Obligingly, she moved her legs
together and lifted her hips upwards as I slid the material down to the
middle of her thighs, airing out the perfect, creamy-white cheeks of her
split pumpkin.
     Leaving the undies bunched at the top of her thighs, I used four
fingers from each hand to separate the lower part of her globes and
expose the anal region, just to see what her anus looked like.  The
brownish orifice still glistened from my love juices which I had just
applied there with my fingers.  I loved to gaze upon this nether hole,
this open door to kinky pleasures.  Light brown sepia surrounded the
stretched "O'.
     Using the thumb and index finger of my left hand to keep the lower
ass cheeks spread wide and her anus stretched, I drew my ring, middle
and fore fingers of my right hand together, then pressed the digits into
the gleaming circle of her rosebud.  I pushed inward, feeling the outer
plane of the sphincter break immediately.  Caroline's body spasmed, and
the backs of her thighs twitched noticeably as I watched my three joined
fingers enter her.
     "Oh, Roseanne!  Yes, yes, yes!" she cried as I plugged the rear
opening completely, distending the once tiny button and stretching it to
its limit.  It was difficult to believe that such a diminutive opening
could accommodate three fingers so easily.  Completely forgotten in the
heat of the moment was the naked Julie-Anne, strapped to the sawhorse-
like device above my prone lover.
     I continued moving my three digits in a pistoning movement inside
Caroline's asshole, listening with pleasure to the gasps and moans and
sighs I was eliciting from her.  The elastic "O" soon accommodated my
invasion without difficulty as the sphincter became used to its widened
position.  Looking down at her upturned ass, I watched in wide-eyed
fascination each plunging movement of my fingers into her.  The room was
charged with sexual electricity.  I needed her asshole so badly my head
was spinning.
     Never able to resist my impulses, I withdrew my fingers from her
beleaguered anus and leaned my head into the opened area, my hair
resting upon her panties which still encircled the middle of her thighs.
She smelled of me and her, my cum still coating her anal area, her
womanly odor emanating from her steaming crotch.  The aroma back there
was strong, musky and pungent, filling me with lust for her.
     Pursing my lips, I planted a soft kiss right on the crinkly
rosebud.  Caroline cried out with a long "AHHH!", as if I had hurt her.
Surely Julie-Anne must have thought I had.  When the tip of my tongue
met her gaping anus, her whole body snapped.  When my lips joined my
tongue and I started sucking her rosebud, her breathing became even more
labored. She had difficulty catching her breath. Then, without warning,
I shoved my tongue into her, like a knife.  She screamed out, filling
the sex-charged room with her cries.
     "OHHHHHHHHHH!  AHHHHHHH!," she cried between exaggerated breaths.
     Spreading the lower ass cheeks as far as I could, I pierced my
tongue into the depths of her rectal orifice as deep as my foraging
tongue would allow.  I wanted to reach into her more deeply than ever
before.  She raised her hips off the floor, pushing her ass into my
face.  She squealed like a stuck pig, thrashing her arms into the floor,
as the electricity of my tongue swept through her entire body.
     I reamed and kissed and sucked and licked and filled the nether
opening with my liquid tongue for what seemed an eternity.  Caroline's
feet kicked into the floor in a reflexive action to the extreme
pleasures I was heaping on her.  Her moans became longer and louder with
each passing minute as her hips undulated beneath my churning head.
When she came, the orgasm was so intense that I thought I had killed
her.  Her variably-pitched scream must have lasted a full minute,
punctuated only by her gasping for breath.
     As I drew my head away from her sweet pumpkin, I gazed into the
glistening anal region, proud of my accomplishment there, feeling happy
that I had given my lover so much pleasure there.  Slowly, she turned
over on her back, looking up at me, smiling.  "That was so good," she
whispered.  Her brow was sweat-covered.
     I looked down at her skirt, still bunched at the waist, her pretty
panties pulled to mid-thigh, her bush of darkened curls sprouting
sweetly from her pubis.  "You are so beautiful," I said, moving my eyes
back and forth from her pussy to her still smiling face.  I thought how
nice it would be to remove all her clothes so she could be naked like
me.  Soon she would let me.
     Caroline looked at my body as I knelt beside her, her eyes drinking
in my breasts and pussy.  "Would you like me to do you?" she whispered
sexily, looking right between my sightly parted legs.
     "First I want to play with Julie-Anne," I replied.  Simultaneously,
we each looked up at the spread legs of the bound girl above us, her
cuntal lips gaping wide, the rounded pumpkin waiting to be whipped.
     "I think you're right!" exclaimed Caroline.  "We can't forget our
guest."  She reached down to her thighs, raised her hips off the floor,
and drew the undies back into their rightful place.  I bid a silent
farewell to her hairy snatch.  She then stood up and pushed her skirt
back into place, looking none the worse for wear.
     I continued kneeling, looking up at her with puppy-dog eyes.  She
took in my nakedness once more, running her eyes along the length of my
body.  I could tell she was torn between a little session with me or one
with Julie-Anne.  But Julie-Anne was waiting and ready....
     Caroline held her hand out to me; I accepted it as she pulled me
from my knees.  I searched her eyes for a certain look, but found none.
I knew she wanted to take liberties with Julie-Anne first.  Maybe I felt
hurt, certainly this new girl was taking away my lover's attention, at
least for the moment.  She would pay for that dearly; I would see to
that.
     "What does this lovely ass need?" asked Caroline, placing her right
hand on the girl's naked buttocks.
     I looked down at the split pumpkin, the spread legs, the down
between her legs.  The wrist, ankle, and waist straps held her in place
for us.  I know the pleasure of being bound.  She is the chosen one this
evening.  "We should to whip her ass real good," I said, hoping that
Caroline would not sense my jealousy.  Julie-Anne gurgled a muffled
"NO!" from behind her gag.
     "It is a good ass for whipping," commented Caroline as she ran her
fingertips along the length of the inside of the dividing crack.  "It is
just ripe enough to ripple well under a lashing.  Get me the cat-o-nine
tails."
     I smiled, knowing the pain Julie-Anne was about to have
administered, then turned and fetched the nine-stranded whip from a
chest of drawers.  Walking back with the whip in hand, I wished that I
was in Julie-Anne's place.  Caroline knew just how to make me feel right
with the painfully wicked device.  I handed it to her.  She still
refused to look into my eyes.  Was Julie-Anne's backside so much better
than mine?  Was not my ass "ripe", like hers, capable of rippling at the
slightest stroke of hand or strap or belt?
     I wanted to beat my new-found acquaintance really good, but I could
not ask.  My lover would have to permit me.  I stood to the side of the
trussed-up blonde, then moved my hands to the waist strap and tightened
it two more notches.  I did not want the girl to jump around too much
under Caroline's tenacious tutelage.  The wrist and ankle straps would
suffice.
     Caroline stood back several feet behind the naked girl, raising the
ugly whip over her right shoulder.  My eyes followed the path of the
whistling monster as it landed with a loud "CRACK!" on the girl's naked
flesh.  Oh, how the ass did ripple so beautifully!  Julie-Anne's muffled
cries beneath her gag were ample evidence that the whip had done its
damage.  Her wrists and ankles vainly moved against their restraints.
     "Look at the whip marks all ready!" exclaimed Caroline.
     Yes, her pure white ass was streaked after just one stroke.  It was
a pretty sight indeed.  I ran my fingertips over the slightly welted
marks as Julie-Anne groaned.  Caroline flicked her wrist once more, and
the wicked whip bit into the poor girl's flesh just below my trailing
fingers.  I could almost feel the pain go through her.  Her throaty
sounds and the shaking of her head back and forth were her only ways of
communicating that she wanted this nightmare to stop.  But the whipping
continued.  I counted at least a dozen strokes.  Julie-Anne's ass, hips,
and legs soon looked like a road map, the red lines going in all
different directions.
     When Caroline finally stopped she looked down at the poor victim,
her reddened backside burning with pain.  "I feel like I got a lot of
the day's frustrations out of me," she said.  "Did I miss any spots?"
     I smiled, running the palms of my hands over the super-heated
globes in what must have felt like a soothing gesture to the pretty
blonde victim.  "You could fry an egg on her buns!" I exclaimed.
     "Good.  But I have something new and special for your new friend.
I'll be right back."  Caroline left the room for several moments, then
returned holding something I had never seen before.
     "What is that?" I asked.
     "It's like a catheter, only better."  The device consisted of a
thin black tube, perhaps a quarter inch in diameter and two feet long,
with a small elongated balloon on one end and a several inch round ball
on the other end, on the side of which was a chrome spicket.  "Watch
this!" exclaimed Caroline.
     Holding the limp balloon in her left hand, she pumped the round
ball six or seven times in her fist, forcing air through the thin tube,
quickly inflating the bubble at the opposite end.  In just a moment, the
bubble was about two inches in diameter at its center, tapering down in
both directions from the middle.  The implications of what body orifices
the bubble end of the device night be inserted into, and the discomfort
that would accrue inside the victim's body upon insertion and subsequent
inflation, were quite obvious.
     "It's fantastic!  Where did you get it, Caroline?"  Thoughts of the
device in my own rectum sent shivers down my spine.
     "A doctor friend gave it to me, along with instructions on how to
use it.  In fact, he gave me two.  One for anal insertion and one for
the vagina.  Here, hold this."  She handed me the puffed up cylindrical
ball, then gave the chrome spicket a few twists.  There was a thin
plastic nubbin, perhaps a half inch long, at the farthest end of the
balloon I held in my hand.  Squeezing the soft rubbery balloon just
slightly, I deflated it, the air hissing from the spicket in Caroline's
hand.  The eerie device soon became limp in my hands.
     "Is this the anal or vaginal one?" I asked.
     "This is the anal one," she replied.  "You lubricate the victim's
anus, the plastic tip on the far end of the bubble, and the bubble
itself real good.  It's tapered like that for easier insertion.  It
needs to go in about three or four inches, then the fun begins!  Each
squeeze of the ball fills the balloon with a little air.  It can't over-
inflate, but there aren't too many people who can tolerate full
inflation.  I got it just for you, but I have to experiment a little
before trying it out in your little butt."
     "Do you have someone in mind that you experiment on?" I inquired
with a wry smile.  Overhearing our conversation, Julie-Anne moaned
against her ball gag.  She knew what was about to happen to her.
     Caroline looked down at the bound blonde, the reddened ass poking
delightfully out, her exposed anal area still moistened from its earlier
invasion, the soft blonde curls of her puffy pussy sprouting nicely from
both sides of her pink gash.  "Mm, this young lady here does appear to
be in the proper position for such an experiment."  She picked up the
tube of K-Y jelly from a nearby table and handed it to me.  "Prep her!"
she ordered.
     Holding the deflated balloon in my left hand, I squeezed a good bit
of the clear gelatin in a line from the plastic tip to the back end of
the rubbery device, then placed the K-Y tube down for a moment while I
coated the entire surface of the bubble with my fingers.  The black
surface of the elongated ball glistened brightly from the overhead
light.  My hands were filled with the greasy substance.
     "Good," said Caroline, watching me carefully.  "Now her anus.
Squeeze some K-Y right into her."
     Julie-Anne twitched against her bonds, moaning loudly, all to no
avail.  With grease-filled hands, I picked up the tube and brought its
tip right to the center of her crinkly "O'.  With an easy shove, the
tiny nubbin of the K-Y tube pierced her nether opening.  She attempted
to squirm, but could not, the waist strap holding her tightly in place.
Holding the tube against her asshole with the thumb and forefinger of my
left hand, I squeezed some of the substance into her.  Her wrist and
ankle chains rattled as she tried to fight me.
     "Easy, honey," I said soothingly.  "We're doing this for your own
good."  I squeezed about a half-inch of the lower half of the tube until
it was flat while Julie-Anne struggled all the more.  The glistening end
of the bubble I had just lubricated hung ominously down from Caroline's
right hand at the end of the thin black hose.  I withdrew the tip of the
K-Y tube, knowing the rectum was well-lubricated.
     "Around her asshole, too," ordered Caroline.  "I don't want to take
any chances."
     I squeezed a small glob of the clear substance on my right index
finger, then brought it to the tiny button.  While spreading the anal
region apart with the fingers of my left hand, I carefully applied the
grease in a circular pattern all over the obscenely exposed anus,
feeling much like a nurse who was helping a doctor with a patient,
however unwilling this particular patient might be.  The asshole
contracted spasmodically at my touch.  I could tell she was going to try
to fight during this little session, but Caroline seldom, if ever, gave
up.
     "Excellent," said Caroline.  "She's ready.  Spread the cheeks far
apart.  The hardest part is getting the balloon inside."
     Julie-Anne groaned and moaned loudly, trying to protest against
this latest indignity that was about to befall her.  Standing to the
naked blonde's side, I bent over, grasped her lower ass cheeks on each
side, and pried them apart as far as I could, stretching the anus apart
as far as I could, gaping the tiny hole.
     Caroline found a small stool near the far wall and placed it on the
floor behind Julie-Anne, between the victim's outspread legs.  As she
sat on it, her skirt opened enough for me to get a nice view up my
lover's legs once more, reviving the sweet memories of her pale blue
undies, the crotch of which was now plainly visible to me.  Holding the
inflator part of the device in her right hand, she took the well-
lubricated and glistening balloon in her left hand.  The balloon looked
lifeless in its deflated state, but its ominous presence behind the
trussed-up blonde was causing the poor girl to become more and more
uneasy.
      I watched my lover bring the tiny plastic tip at the furthest end
of the device to Julie-Anne's well-spread asshole.  Grasping the middle
of the balloon tightly in her fist, Caroline pushed the tip against the
elastic button.  A myriad of deep, throaty, unintelligible sounds from
behind the victim's ball gag led me believe that this was not exactly
her cup of tea.
     "Here goes," said Caroline, easing the half-inch plastic precursor
of horror into the gaping hole which I spread apart to ease the
entrance.  The plastic piece took the well-greased orifice easily,
invading the blonde's most private area with no difficulty.  Soon the
tapered end of the balloon was pushed snug against the unwilling
rosebud.
     "This is going to be the hard part.  It's got to go far into the
rectum for full effect.  Hold her tight!  Spread her really good!"
Julie-Anne squirmed in vain against her bonds as Caroline began pushing
the end of the deflated balloon into the poor girl's ass, breaking the
sphincteral plane only after I pulled each side of the anus aside with
my thumbs.  The victim's elastic asshole gripped the deflated black
rubber ball which obscenely protruded from her nether opening,
attempting to thwart the unwanted intrusion.
     "It's going in!" I exclaimed.
     Caroline's brow was furrowed in deep concentration as she held the
rubbery device between her thumb and forefinger, foraging into the
warmth and darkness of the young girl's ass like a thief in the night,
oblivious to the protestations coming from her.  We both watched in
complete fascination as the deflated ball entered pushed through the
rectal wall millimeter by millimeter.  It was a lovely sight, indeed,
watching Julie-Anne's ass squirm in vain.  I wanted the moment to take
forever, so enthralled was I by the novelty of this new toy.
     "Wow, is she tight!" said Caroline after a full two thirds of the
collapsed balloon was inside the tender orifice.  "I think this is going
to be real fun!"
     Pushing on both the ball and the black tube behind it at the same
time, Caroline finally completed the hardest part of the wicked journey-
-the inflatable balloon eased all the way past the tightened sphincter
while the anus encircled the thin black tube.  The hardest part now
completed, a few good shoves along the length of the tube drove the
device all the way home, much to our perverse delight.
     "Caroline, I have an idea."
     "Yes, Roseanne, what is it?"
     "Let's take her gag off before you inflate it.  I want to hear how
much it hurts!" I replied.
     My lover smiled.  "Take it off," she said in a mild tone,
apparently in agreement with me that the torturous effect of the device
now implanted in the young woman's beleaguered ass would only serve to
be emphasized by allowing her to scream to her heart's content as each
gush of air enlarged the contraption inside her.  Quickly, I untied the
thin leather strap at the back of Julie-Anne's head, letting the gag
fall from her mouth.
     As expected, the young victim screamed out immediately, beseeching
in the strongest of terms for us to loosen the bonds which held her in
place and to cease and desist from this violation of her body.  To
emphasize her point, she pulled against the bonds on her wrists and
ankles, but I am sure even Julie-Anne realized her protests were falling
on deaf ears.  Caroline let her go on for several minutes, paying no
attention to the tears which streamed down the pretty girl's lovely
cheeks.
     Taking my eyes off Julie-Anne's delicious split pumpkin for a
moment, I furtively glanced between the skirt-clad legs of my lovely
Caroline.  Still seated on the stool between the victim's bound legs,
her knees were now more opened than before, one leg raised a few inches
higher than the other.  To my delight, not only was the entire length of
her crotch now wide open for view, the lacy front of the wispy, light-
blue undies was also completely exposed.  I wanted to jump between her
legs and begin chewing on the pretty sprouts of dark-brown curls which
graced the area just above the solid crotch.  So intent was Caroline's
concentration on the task at hand, I am sure she had no idea of the
lovely view she was presenting to my darting eyes.
     Amidst the screams which filled the evening air and echoed from
wall to wall, Caroline shoved the deflated balloon into Julie-Anne's ass
as far as it would go, then, letting the tube hang out of the victim's
derriere, arose from her stool and moved to Julie-Anne's head.  Kneeling
before the sweat-drenched blonde, Caroline took the soft-complected
cheeks in her hands and looked into the tear-stained eyes before her.
     "Does it hurt very much, Julie-Anne?" she asked in a voice which
dripped of honey.
     "Yes! Yes!" cried the young girl.  "Please take it out!"
     Caroline smiled.  There was a strange warmth on her visage, almost
soothing.  "We've gone too far not to try that thing out on you, but
there is a way we can make things go a bit easier for you."
     "I'll do anything!" cried the bound beauty, eager to extricate
herself from this ordeal.
     "I hear you give good head," said Caroline, cocking her face
slightly to the left, staring right into the deep blue eyes of her
anxious victim.
     Julie-Anne gulped.  "I, I guess so," said the blonde.  "I mean, I
like to do it, if that's what you mean."
     "The word out on the street is, my dear, that not only do you like
to do it," said Caroline, emphasizing the word "like", "but you are the
best there is when it comes to that sort of thing."
     The victim began to catch on very quickly.  "Please.  I'll do you.
I'll do Roseanne.  I'll make you feel so good you'll climax a dozen
times.  I'll eat your ass, your pussy, suck your nipples, I'll...."
     "Mm.  I like those ideas," interrupted her tormentor. "But given
the circumstances you find yourself in right now, young lady, all tied
up and at our mercy, I'm afraid that you would be more than willing to
do either of us whether there was anything up your ass or not.  The fact
that there is something a bit inconvenient there inside only hastens
your desire to show us how well your head performs."
     "What do you want me to do?  You know I'll do anything, anything
you want me to," said Julie-Anne, somewhat exasperated.
     "First, my lovely pet, I will given you the opportunity to prove
your worth.  Make me explode, get me off like you really know how, and
I won't give the little balloon inside you too much air.  Just enough to
make things, ah, somewhat uncomfortable.  Well, a tad painful.  Nothing
you won't be able to stand if you're a brave little girl.  Do just an
average job, I'll fill your ass up until you think you will burst!"
Caroline sounded like she really meant it.
     "You mean you won't take it out now?" she asked pleadingly.
     "I will not take it out until I'm ready to take it out!" shouted
Caroline, squeezing Julie-Anne's cheeks between her hands.  "Is that
clear?"
     "Y-yes," cried the bound beauty.
     Caroline arose from her kneeling position and stood directly in
front of the young girl, hands on her hips, looking down at the soft
blonde head of hair in front of her.  "You are going to take care of
both my ass and my cunt," she said.  "Two holes."
     "Yes," said Julie-Anne softly.
     "With your mouth and lips and tongue."
     "Yes," replied the petrified girl, nodding affirmatively, her head
just inches away from Caroline's skirt-covered abdomen.
     "Until I tell you to stop."
     "Yes, yes.  I will.  I want to be good for you.  Really."
     "I like your attitude," whispered Caroline, softly and sexily,
moving her hands to the side of her hips and beginning to use her
fingers to inch her dark blue skirt up her bare, supple legs.  I sat
back on my haunches, ready to watch the show, expecting nothing but the
best.  My loins ached to be in Julie-Anne's place.
     Caroline did not take her eyes from the top of Julie-Anne's head as
she continued to raise the skirt higher and higher, slowly and
tantalizingly revealing each square inch of her long, white legs.
Looking up from a slightly angle than Julie-Anne, I was able to gain a
glimpse of Caroline's panties before her poor little victim did.  With
her legs slightly parted, the soft blue color of the panty crotch, soon
came into view, followed a moment later by the beginning of the
delicately embroidered, net-like lace which filled the entire front of
the sexy undies.
     "You like?" whispered Caroline.
     "Yes," replied the pretty blonde.
     "Do you want to see some more," she teased.
     "You know I do," husked Julie-Anne, gulping slightly.
     "I like being sexy for you.  I'm all wet just thinking about your
tongue and what you're going to do with it.  Roseanne like these
panties.  What do you think?"  By now most of the front of the wispy
undies had come into view, the soft brown curls of the pussy peeking out
prettily inside the lace just above the reinforced crotch.
     "You are very sexy," answered the pretty playboy, with as much
sincerity as she could muster.
     "Can you see the pussy curls through the lace?"
     "Yes," gulped Julie-Anne.
     Caroline looked down at her raised skirt, now bunched at her waist.
"Roseanne, come stand behind me.  Help me show our friend her after
dinner desert."
     I arose, smiling, feeling happy that Caroline had brought me into
her little charade.  Moving behind the my standing lover, who smelled
both of rich perfume and sweaty, cunty musk, I anxiously awaited her
next command.  The dark blue skirt contrasted nicely with the pale blue
undies which, pulled slightly into the crack of her ass, seemed molded
like clay onto her delicious buttocks.  The thin straps of her white bra
were visible through the thin material of her cotton blouse.  I wanted
to kiss the back of her neck.
     "Undo the buttons of my blouse," she commanded.
     Without hesitation, I moved closer to her, purposely thrusting my
naked breasts into her back, my cheek resting softly against her
brunette hair next to her ear.  Here the smell of her perfume was
intoxicating.  My nostrils took in all of her as my hands moved to her
front, just below her tits.  With difficulty, Julie-Anne raised her
head, the position she was in not lending itself to such feats.  Looking
down at the bound victim, I could see her eyes following my hands.
Boldly, I turned my palms up and cupped the bra-encased melons,
squeezing each of them gently.
     Caroline closed her eyes and made a soft hissing sound between her
teeth.  She loved to have me play with her breasts.  Slowly, I moved
each cup-filled hand to the front of her sweet honeydews, revelling in
their fullness, delighting in their resilience, basking in the sex-
charged atmosphere of the room.  Soon her hardened nipples dug into my
palms.  I circled the nubbins, teasing them into greater erection, as
Caroline sagged further back against me, the weight of her body
supported by mine.
     "That's nice," she whispered as I attempted to flatten the spheres
against my palms.
     "They're so big!" I exclaimed, secretly wishing I had but half of
her fullness there.
     "Show them to Julie-Anne," said Caroline softly, her voice almost
singing with pleasure.  "Maybe she's into breasts."
     Instead of working from the top down, I moved my fingers between
the two creamy cups and quickly located a button which already strained
to be opened against the tight blouse.  With just the slightest touch of
my fingers it slipped through the buttonhole, gaping the front of the
cottony blouse right between her tits, exposing a good deal of the lacy
white bra.  I gently kissed the softness at the side of Caroline's neck
while I plied the next lower button from its opening, all the while
pressing into Caroline's mammaries with the lower palm of my hand,
feeling their exquisite elasticity.
     Looking down the front of Caroline's partially opened blouse, I had
a nice view of the panty-matching, light-blue lace of the sexy bra she
was wearing.  I was glad for my own nakedness, now glued to the back of
the woman I loved more than life itself.  The fronts of my thighs and
the backs of hers were in their own soft embrace; my pussy hairs were
flattened against her panty-clad ass which she moved ever so slightly
against my gently rotating pubis.  I knew she could feel my forest of
pussy hairs back against her gorgeous ass.
     Julie-Anne looked up at the widening gulf of Caroline's blouse as
I deftly undid the third button, then a fourth button.  As I sucked
against the softness of the skin on her neck, I moved my hands down and
pulled the shirt tail free from her skirt.  Her stomach, now bared, was
smooth and flat.  The last of the buttons quickly loosened.  I wanted to
press my hand on the panties still exposed by Caroline's raised skirt,
but changed my mind at the last minute, opting to continue prying her
blouse from her exquisite body.
     Moving my hands back up to her chest, I grabbed both weighty melons
in my hands and pressed into them with my palms.  Their fullness never
ceased to amaze and delight me.  She gasped, breathing deeply inward,
expanding her chest beneath my grip.  "I want you so much," I whispered
into my lover's ear.
     "Oh, darling, that feels so good!  Play with my breasts for a
while, lover.  Squeeze them tighter!" cried Caroline.
     The more I squeezed, the larger they seemed.  I wanted so badly to
feel them free of the confinement of the richly laced bra.  Boldly, I
reached under the base of the bra cups with my fingers and pulled upward
on the soft material.  To my surprise, the bra lifted over the breasts
quite easily, allowing the huge glands to spill free, the tips of the
turgid coral-colored nipples pointing brazenly outward.
     Before Julie-Anne got too good a look at the beautiful sight, my
hands once more grasped Caroline's newly bared breasts and kneaded them
like dough, while I lightly bit into her clavicle.  "AHHH!  Yes, oh
yes!" exclaimed my lover, her breathing now more labored, her panty-clad
buttocks churning against my pressing pubis.  She let me play with the
naked mammaries for several more minutes, encouraging me with long sighs
and throaty moans.
     Having had her fill for a while, however, she soon made me stop
caressing her and ordered me to expose her bosom to the bound blonde in
front of us who had been watching our little show in wide-eyed
amazement.  Taking my hands away from the grapefruit-sized melons, I
spread open the front of the blouse and gently whisked it down
Caroline's shoulders.  She freed one hand at a time from where she held
her skirt up and let the blouse fall in silence to the floor.
     Reaching behind her, I quickly unhooked the back of her bra,
allowing the thin bra straps to follow the path the blouse had taken.
She stood before Julie-Anne, naked from the waist up, her breasts
swaying back and forth with each little movement.
     "Do you like my breasts?" she sexily asked of her poor victim, a
wide smile crossing her face.
     "Yes, I do," gulped Julie-Anne in reply, staring at the beautiful
sight in front of her.
     "Later, I might let you suck them.  Roseanne knows just how to do
that, don't you, dear?"
     "Yes!" I exclaimed as my thoughts went to our many nights of love-
making.  "You've got the most suckable nipples in the world.  Oh, do I
ever love to make them hard between my lips and bite them between my
teeth!"
     "I love to have my clit sucked, too," whispered Caroline, thrusting
her panty-covered pubic mound in the direction of Julie-Anne's face.
"Maybe I like that the best.  I like it so much, I'm willing to ease up
on that thing in your ass if you're able to get me off like I really
want."
     All the girl wanted was a chance to prove how well she gave head,
and a chance to lessen the pain that would surely fill her rectum if she
did not perform the act to expectations.  She moved her eyes to my
lover's pale blue panties beneath the umbrella of the fully raised
skirt.  Sexily, she licked her lips.  I knew that would turn Caroline
on.  She opened her legs a bit more, moved a couple steps closer to the
bound blonde, and pressed her pubis close to Julie-Anne's lips.
     "Move closer," husked Julie-Anne, unable to move her own head
nearer to the gift Caroline was offering as an enticing desert.
     Caroline moved her hand behind her victim's head, stroked the soft
blonde hair a few times, then plastered her pubis against Julie-Anne's
mouth.  The pretty girl churned her lips into the top of the panty
crotch as I moved my hands to Caroline's gorgeous ass, grabbing a
handful of undies and skin, and began gently kneading the firm meat
beneath my fingers.
     "Oh, that feels wonderful," sighed Caroline.  "My ass and my pussy
being taken care of together."  I felt her opening her legs wider and
pressing closer to Julie-Anne, affording the avaricious blonde greater
access to her steaming crotch.
     Slowly, I began inching the panties beneath my fingers over my
lover's split pumpkin, revealing her beautifully rounded buttocks to my
lust-filled eyes.  The crack of her ass was absolutely perfect, dividing
the two pieces of meat into gorgeous half-moons of opulent, pure white
flesh.
     "Yes! Oh, Roseanne!  Take my panties off.  I want to feel her
tongue on my clit!"  I knelt behind her, unable to take my eyes off of
the gorgeous globes which, by now, were all but free of pretty pale blue
undies.  Moving my head forward, I planted a soft kiss on each sweet
bun, then watched in delight as the flesh beneath my lips immediately
with tiny goose bumps, ample evidence that she was enjoying the
manipulations of my mouth against the tight skin of her buttocks.
     The sexy panties eased down to her thighs, completely baring the
full, round halves of her ass.  Looking between Caroline's spread legs,
I could see Julie-Anne's chin moving in concert with her mouth which was
flush against my lover's hairy pussy.  The sound of Julie-Anne sucking
the offered cunt drove me up a wall.  How badly I wanted to be in her
place!  Caroline lifted her feet from the floor, one by one, as I slid
the undies over her feet, leaving her standing in front of me, still
holding her skirt at waist level, immensely enjoying the carnal capers
of Julie-Anne's mouth, lips, and tongue.
     "I think she needs some more incentive, Roseanne.  She's not giving
it her all.  Will you please squeeze the air ball a few times and start
filling the balloon inside her ass?"
     "Gladly," I answered, arising from my kneeling position.  I could
hear Julie-Anne trying to make some sounds of protest, but they were
muffled completely by Caroline's smothering pussy which was pushed
tightly against the poor girl's mouth, preventing her from saying
anything. The long black tube hanging from Julie-Anne's ass looked
unreal.  I grasped the ball in the palm of my right hand and tightened
the air release valve with my left hand.
     "Here goes!" I exclaimed, thrilled that Caroline had given me the
opportunity to administer this part of the pretty girl's punishment.  I
gave the ball a hard squeeze; the slight whooshing sound that I heard
confirmed that a jet stream of air had passed through the tube into the
rectal balloon.  I gave the ball a few more squeezes, believing that the
thing inside her had hardly inflated yet.
     "Mmmm. MMMMM!" moaned Julie-Anne into Caroline's thick thatch of
curls and puffy pussy lips as Caroline pushed the back of the girl's
head into her muff.
     "More!" ordered Caroline.  "I can hardly feel her tongue."
     I squeezed the ball three times in quick succession.  Julie-Anne's
legs began to flail at her ankle bonds, providing the first bit of
evidence that the balloon inside her was beginning to become quite
uncomfortable.  I could see her head moving between Caroline's spread
legs, giving her as much lips and tongue as she could, hoping to prevent
an extremely painful experience from occurring.  I was really getting
into it now, feeling a strange power over this defenseless young blonde.
     "AHH!" cried Caroline.  "That's much better.  Oh, right there!
Yes!  Oh, what a tongue!  Suck it honey!  Yes, suck it good, baby!"
Julie-Anne's mouth was giving Caroline all she could handle.  Her naked
breasts shook like jelly; her face was contorted, head askew; her legs
spasmed.  I could tell the orgasm was about to happen.  When it came,
she gave out with a long "AHHHHHH!", punctuated by short, heavy breaths.
Her face was red as a beet, her brow filled with sweat.
     I watched my lover come slowly down from her moment of ecstasy.
Julie-Anne's head remained entrenched in place between my lover's legs,
but the head held steady now.  Caroline finally stepped back away from
the bound girl, the light brown curls of her pussy looking wet and
matted.  She knelt down, bringing her face next to Julie-Anne's, then
brought her hands to the girl's softly complected cheeks, stroking the
skin near the temples with her fingertips.
     "You did good, you've got a fantastic tongue," she whispered,
bringing her mouth to Julie-Anne's and kissing the girl passionately,
tasting, I am sure, her own sweet femininity on the blonde's lips.
Jealously, I watched this stranger kiss my lover for the better part of
a minute.  I wanted to beat her bare ass raw, so enraged did I feel for
the time she was taking from me and Caroline.  When she finally broke
the kiss, she looked back at me, sensing my envy.
     "Shall I pump the ball some more?" I asked, hoping to gain my
measure of revenge some how.
     "Yes, but I will keep my promise.  She really took me to the top.
Feed her a little more air."
     "Please, no!" cried Julie-Anne.
     "Shhhh," said Caroline, trying to comfort her victim.  "We won't
let it hurt you too badly."
     I gave the ball in my hand a few more squeezes in quick succession.
The poor girl clenched her fists tightly, the cried out in pain.  I
squeezed again.
     "AHHHHHHHH! No more!" she screamed.
     "That's it," said Caroline to the pain-racked beauty.  "Let it out,
honey.  Let me hear you tell me how badly it feels.
     "Oh, please.  I feel like I'm going to burst!  It's so big inside
me."
     "I'll bet it feels nicer than any cock you've ever had up there.
Wouldn't it be nice to have it up there all the time?" taunted Caroline.
"Once more, Roseanne."
     I smiled, then pumped the ball once more.  This time the scream was
louder and longer.  The ankle and wrist chains rattled as Julie-Anne's
arms and legs flailed against her bonds.  In my mind, I tried to imagine
the balloon inside her, expanded against her rectal walls, filling her
like she had never filled before.  She gasped for breath between her
screams now, evidence that we had reached the limit of her endurance.
     "O.K.," said Caroline.  "Six lashes and were done."  She arose from
her kneeling position, her skirt falling back into place, leaving her
naked now only from the waist up.  Her breasts swayed delightfully as
she strode to the whip rack, fetching a single-stranded 12 inch leather
body whip, the kind I hated the most because of the sharpness of the
pain it delivered.
     Returning to Julie-Anne's side, she raised the menacing whip over
her right shoulder, then brought it straight down into the girl's nicely
rounded buttocks with a loud crack.  Her victim screamed out even more
loudly than before, feeling the double pain of the ugly body whip and
the thickness of the balloon in her rectum.
     Caroline raised the whip again.  "THWACK!"  Julie-Anne's head
snapped back.  Once more--"THWACK!".  Cruel red stripes began to criss-
cross the tender split pumpkins.  Her cries were beginning to turn to
long "OOOOOOO's", the sound one waits for at the end of a grueling
session, when the feeling of pain almost disappears, no matter how hard
the whip strokes.  Soon, if she was anything like me, would come the
longed-for release, an orgasm more intense than that which could be
self-induced.  Caroline sensed it, giving renewed vigor to her last few
lashes.
     When Julie-Anne's release came, her entire body shook
spasmodically.  Caroline dropped the whip and thrust her hand between
the girl's legs, driving her finger into the soft, warm pussy,
increasing the orgasmic sensations as only she knew how.  It was,
indeed, the end of a perfect evening.