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                   I-I  Blackmailing the Queen  I-I


[Chapter 10 - The Pitch and The Squeeze]

It took over week for Ann to get Mattie interested in her.  Mattie had
heard, of course, that Ann was hanging around with me, and like most of
her ex-friends was giving the former Queen of the school the cold
shoulder.  But Ann was not so easily deterred, and made a point of
walking by Mattie in the shower after phys ed class, and giving her
long friendly looks in class.

We figured that if Mattie had been interested in Ann at some point,
enough attention paid to her should rekindle things.  If not, well then
this would probably not work.  But we had nothing to lose.

It was Mattie who approached Ann on a tuesday morning, right after
another `hot' shower in the girl's locker room.  While Ann would not
relate their conversation verbatim ("Girl talk, you wouldn't be
interested") she made it clear that Mattie seemed as hot for her as
ever.

We'd decided not to bring Mattie to our little apartment.  It was
better if that remained our secret place, especially since we did not
know how she would react to what we had planned.  Instead, we decided
to use Ann's own bedroom in the main house, which would work perfectly
since Ann's parents were to leave the city that weekend and Ann's older
sister was away at college.

It was to be a study session and a sleep over.  Mattie would bring her
books over, but the real agenda was to have some fun, to resurrect their
flagging friendship.  Ann's agenda, of course, was to get Mattie into
bed with her, and eventually to get me in there too.

Ann was quite skeptical about this last part ("Mattie is more of a
princess than I use to be, love"), so I formed a little plan of my own,
which Ann found delightful.  I would hide in the closet, which had
french doors and could be left open a crack very easily, and would take
photos of the two girls together, as I had done with Ann and Bill.  If
Mattie refused the menage a trois, we could use the same sort of threat
I'd used on Ann to get her to cooperate.

I was suprised that Ann was willing, even enthusiastic about the photo
idea; after all, the photos of her and Bill had to hold some bad
memories.  But she was absolutuly giggling at the idea, saying that
"what was good for catching one prissy little bitch ought to work well
on another."

They planned to meet on a Saturday afternoon, around 3:00pm, and for
Mattie to stay that night.  I'd never even been in the main house, let
alone Ann's room, and I wanted to break-in her bed that morning, before
the party with Mattie began.  She was extremely willing, so we spent
the hours between 10:00am and noon joyously fondling and humping in her
flowery bed.  I only let myself come once, though, as I wanted to save
my strength for the evening.

What a room!  Everything in it looked extremely expensive, from the
frilly canopy bed to the textured wallpaper to the solid oak, antique
furniture.  The carpeting was rich, lush wool, which made the room
whisper quiet.  Except for the sounds we made, of course.

Ann had finished a particularly vigorous cocksucking session, my come
now dribbling out the sides of her grinning mouth and dripping onto her
tits, when the princess phone (naturally) next to her bed rang.  Since
I was in an impish mood I began tongueing her snatch while she tried to
talk on the phone.

"Um, he-hello," she said, then grinned and tried to push my head away,
"Oh, hi Mattie."  She said the name with emphasis, as if to tell me this
was too important and I should stop; I sucked her harder.  "Um, no, no
I'm fine, uh, I just ran upstairs and, uhhhhh, I'm a little out of
br-breath.  Sure, you can come....  come early.  When? F-Fine, see you
at one then..."

She hung up and then playfully slapped the top of my head.  "Oh, you
crud! If, uh, if, uh, if she th-thought you w-were here she,
mmmmmmmmmm, oh fuck it...  go, baby, go..." She pressed my head into
her cunt and started to come again.

We only had an hour, and Ann wanted to make sure the room was
sufficiently aired out (and her pussy was dry) before Mattie got there,
so we stopped and cleaned up.

Mattie arrived right on time, Ann rushing downstairs to let her in.  I
was amused and excited to see Ann so eager for this.  I found myself a
reasonably comfortable position in the closet, readied my camera, and
left the door open a crack.  Soon thereafter I heard them coming up the
stairs.

Not much happened in the first few hours.

The closet idea had sounded fine, but in practice it was a pain.  Four
o'clock that afternoon found me rather cramped and trying to remain
silent while the girls sat and did homework.  Ann had tried on several
occasions to get the conversation into the sexual arena, but Mattie was
pretty worried about her economics class and was hard to distract.  She
had not come dressed to play either, wearing a sweatshirt and jeans.
Ann looked like a cute little babydoll in her frilly robe, and I knew
from recent personal experience that she wore nothing underneath.

Finally, Ann did what my mind had been screaming for her to do for the
last hour - she loosened her robe so that Mattie could get a glimpse of
her tits if she tried to.  Ann leaned forward on the bed, obstensively
to make a note from her schoolbook, but her tits almost spilled out and
Mattie could not help but see.

"Gee, Ann, you're about to lose your robe," Mattie said.  Mattie had a
voice that was almost indistinguishable from Susan Saint James, though
she looked nothing like her.  Now there was a slight tension in that
voice - at least I thought there was.

"Well, we've seen it all in PE, haven't we?  Frankly, I'm a little warm
in this anyway - I think I put on a T shirt..."

She walked to the closet, dropping her robe.  I jumped for a second when
I relalized that she planned to open the door, but had to notice that
Mattie was staring at her naked body as she walked by.  Ann was right,
Mattie's interest in her was definitly still alive and definitely
sexual.

Ann threw the closet door open and stood before me, naked, her body
blocking the view that Mattie would otherwise have had of me crouching
among the shoes and boxes.  She smiled down at me and winked, then ran
her tongue over her lips and flashed me a look of pure lust.  My dick
became hard, of course, which made me very uncomfortable.  She smiled
again, as if that was her little prank on me.

She drew out a knee-length T-shirt, black with a white cat face on it,
and closed the door (not quite all the way, of course).  Still nude, she
walked to the center of the room and held the T-shirt up to her chest.

"Isn't this great?  I had it made at that place near Sherman's.  The gal
hand painted it and everything..."  Ann lifted it to slip it over her
head, then feigned a little trouble untangling the material - all to
give Mattie plenty of time to look.

Mattie stared on appreciatively.  Her lips formed a silent little pucker
at Ann's exposed pussy and tits.  I was looking at Mattie, and was
realizing just how lovely a girl she was.  She had very looks very much
like Ann Margaret, though she was a bit more busty and her hair was a
deeper shade of red.  Like most guys, I had really only noticed her
large breasts before, which were hard to overlook, but as she was
dressed in a shapeless sweatshirt and posed in profile, from my vantage
point, I had an opportunity to really see her face.  I hoped all the
more that this evening went as Ann and I had planned.

"Much better," Ann said.  "Gee, I hope you brought something else to
wear.  It can get warm in the evening, especially upstairs in this
house."

"No," Mattie said, still staring, "I'm afraid this is it.  I guess I'll
just have to sweat."

"Heavan's no," Ann exclaimed, stepping back to the closet, "I'm sure I
have something you can wear..."

As Ann opened the closet, again hiding me with her body and again
flashing me one of her famous boner-producing looks, I heard Mattie
behind her: "Well, we're not exactly the same size, Ann, you know."

"Up top," Ann said, sliding the hangers one by one.  "But I'll find
something.  You're going to die in that."

Ann winked at me again and I had to stifle a laugh at what she had
chosen.  It was a neglige that would leave little to the imagination on
Ann, let alone buxom Mattie.  I bit my hand to keep silent.

"Here, Ann said, turning and closing the closet partway again, "this
will look fantastic on you."

Mattie took the hanger.  "This is way too small.  I'll pop out the top
if I don't ruin it."

"It'll be fine," Ann said.  When Mattie made no move to put it on she
sighed.  "Mattie, give it a try.  Don't be so prissy."

"Prissy?  Shit..."  Mattie pulled her sweatshirt over her head in one
motion, revealing a quite simple white cotton bra underneath.  Her
breasts, 36's at least and perhaps more, were held fast by the bra,
which was probably the only kind she could get to fit her.  She
unsnapped her jeans and slid them off, almost looking me right in the
eye for a moment, then stood there, magnificent in her white underwear,
arranging the neglige and preparing to pull it on.

Ann sighed again.  "That's not exactly meant to be worn with underwear,
you know."

Mattie stopped and looked Ann right in the eye for a moment.  "What are
you up to, Ann?  Trying to get my clothes off?"

"I see what you're got every day in gym.  Why would I be trying to do
that now?"  Ann's face was calm and assured.  "Maybe I make you
uncomfortable?  I never did before."

Without another word, Mattie reached around and unsnapped her bra with
one hand.  The elastic of the brastrap twanged and the bra flew away
from her chest, reveling a truly impressive set of tits.  Jugs that
large usually sag to some degree, but Mattie's hung just enough to give
you a sense of their mass.  They were full, proud, and ripe, and her
youth made them firm.  Her nipples were small, especially for those
breasts, and they sat high, almost like cherries on a sunday.  Freckles
lightly dotted the tops of both breasts.  I was in awe.

Next came her panties.  She stepped out of them without bending much,
just dropped the panties and lifted one foot, reaching back to snag the
panties with her right hand, her eyes never leaving Ann's.  Her pussy
hair was so fine as to be virtually nonexistant.  More freckles dotted
the tops of her thighs, stopping abruptly at the pantyline.  Her skin
was milky white.  She was magnificent, like an amazon, her long red
hair in a cloud around her head.  She really looked every bit the
playboy playmate - large, firm breasts, slim waist, round, tight ass,
long shapely legs.  Her skin was smooth and fair - and with that red
hair and her intensely youthfull looks she was like a buxon Irish
serving girl.  She seemed to stand there for hours, motionless, though
I'm sure it was just a moment or two before she spoke.

"OK, Ann.  Was this what you wanted?"

Ann smiled that warm you're-my-friend smile and Mattie smiled back in
the same way, like a secret handshake.  "I thought you were going to try
on the camisole."

"You know it won't fit."  Again, that smile.

"Hmmm.  I guess not.  Well, we could swap..." and with that she pulled
the T-shirt over her head in one smooth motion.  Both women now stood
naked, and Ann took a step toward Mattie, her hand extended, holding
the T-shirt.

Then I made a mistake.  I clicked off a shot.  The room, silent as the
grave with all that wool carpet insulating it against outside sound,
fairly echoed with the click of the shutter.  All of a sudden Mattie
grabbed the T-shirt and held it up to her chest.

"What was that!" she said, turning around.

"What was what?" Ann asked, touching her shoulder and trying to sound
calm.

"I heard a clicking sound.  God, it sounded like a camera."  Mattie
stepped to the window and peeked around the curtains.

"Oh, that," Ann said, and here she impressed me with the deftness of
her lie.  "That's my dad's burgaler alarm system.  There are little
switches everywhere and sometimes they make noise.  It wakes you up at
night until you get use to it.  It's kind of spooky sometimes.
Here..." She stepped to the stereo, flashing me an exasperated look,
and turned the radio on to a smooth-sounding, jazzy station.  "This is
how I drown it out when I'm home alone..."

Mattie had turned back from the window, and was watching Ann's lovely
lithe body as she bent to the stereo.  When Ann turned to face her,
their eyes locked again and there was another heavy moment of silence,
with just the music to fill the space.  Mattie still held the T-shirt in
from of her, but Ann stood completely naked, and seemed quite
comfortable.

"Ann," Mattie began, "I get the feeling that something is going on here,
but I don't understand."

"Don't you?"  Ann's voice was suddenly serious, and sultry.  "I wonder.
You remember the time we watched those porny movies in the garage?"

"Sure," Mattie said, dropping her eyes.  "The guy with the big dong and
that girl who looked like a drug addict."

"No, the other one," Ann said, crossing to sit on the bed.  She had not
told me about any other film.  This was interesting.

"Um, yeah.  We didn't watch all of that one.  Susie got grossed out."

"But you wanted to watch it."

"No, I..."

"C'mon Mattie.  We've known each other for a long time.  When I showed
that movie of the two women making love I already knew what was on it."

Mattie looked up, suprised.

"Don't you think I'd watched them before?  And since?"

"I didn't think about that.  So you knew..."

"I knew it was a lesbian film.  I knew it would turn you on - no, don't
say anything."  Ann leaned over and touched Mattie on the arm, a
light, loving touch that made Mattie wince.  "It turned me on too."

"I like boys, Ann," Mattie said quietly, her eyes full of tears.

"So do I.  But I like you too.  I like you a lot." Ann stood and put
her hands on Mattie's shoulders, then let then slide down to her
breasts.  With the music playing I could now take as many shots as I
liked with no fear off being heard.  I clicked off two almost
immediately.  I had nearly come unaided when Ann touched Mattie's
breasts; I definitely wanted this moment preserved in pictures.

Mattie's face was turned away, but she dropped the T-shirt and brought
her hands up to Ann's breasts and began to stroke them.  Ann pulled her
toward the bed, gently, and Mattie did not resist.

Women make love slowly.  I'd never seen it before, and I was fascinated
by the smoothness, the grace with which the breasts, the legs the
necks, the arms, the tummies slide and intermingle.  They spent the
longest time just kissing, just licking nipples and stroking thighs.  I
was struck by how different these two girls were; both beautiful, but
in totally different ways.  Ann was like a fashion model: long limbed,
slim, with high cheek bones and gracefull hands.  Mattie was like a
centerfold: large, full breasts, hourglass figure, soft, full lips, and
a perpetually sexy look.  After what seemed like an hour, Mattie was
completely enraptured by Ann and I think Ann was fulfilling a fanstasy
all her own.  Ann finally lowered her head to Mattie's pussy, parting
her legs ahead of time to give me a good look at her pretty cunt, and
for a moment Mattie seemed about to stop everything.  She put a hand on
Ann's shoulder.

"No...  No, you don't have to do that." Mattie smiled and brushed some
stray hairs, and perhaps a few tears, from her eyes.  "This has made me
so happy, Ann, really, but I can't ask you to...  to..."

"To thuck your widdow puthy?"  Ann said, in babytalk.

They both giggled like little girls.

"God, Ann, you don't pull any punches," Mattie said, blushing.

"Why should I?  We're loving each other, and you want me to suck it, and
I want to suck it.  So why not?"

"You mean it?  You really want to?"  Mattie's face looked hopeful and
incredulous.

Ann answered by lowering her face to Mattie's snatch.  I could not see
what Ann was doing, since the back of her head was to me, but from the
look of ecstasy on Mattie's face as she writhed and moaned it must have
been the right stuff.  Again, Ann took her time, her head describing
slow, sensous circles.  Then, suddenly, she picked up the pace sharply,
and began to literally fuck Mattie's pussy with her face.  Her hands
were also doing something in there, I assumed she was fingering her,
and Mattie's breasts began to heave mightily as her orgasm approached.
Ann usually flushed red in her chest and face when she was close to
coming, but Mattie did the just opposite, her face becoming slightly
paler just before she began to come.

And come she did.  We were fortunate there was no one in the house.
Mattie really wailed.

"Ahhhhhhhhhhhh, Annie, Annie, oh, sweet...... Doooooooooooooo it!
Ohhhhhhhhhhhhh!   Oh!  Oh!  Oh!"  Mattie cried, her back arching,
thrusting her big tits into the air.  She had grabbed onto Ann's hair
and was grinding her face into her pussy.  Then she subsided, and
quickly pulled Ann up into a tight hug, Mattie sobbing tears of complete
joy.

"Oh, Ann.  Sis, that was incredible.  Oh, thank you, thank you..."

Sis? Interesting.  I'd been clicking off shots all along, of course.  I
checked my camera.  I was out of film.


[Chapter 11 - Mattie Meets Sir Richard]

They lay together for a few minutes in silence, Ann rubbing Mattie's
breasts gently while Mattie breathed deeply with her eyes closed.  Then
Ann began to speak.

"Was that your first time?"

Mattie opened her eyes.  "Yes.  I've, you know, done things with my
hands before..."

"Masturbated yourself?"

"Uh huh.  But I've never had an orgasm with another person.  Not a boy
or a girl."  Mattie seemed to be talking almost like a child.  She was
staring at Ann with a look that was something like love, something like
awe.

"What about Katherine?"  Ann asked.  I assumed Katherine was the girl
Ann had claimed Mattie had had a `fling' with some years before.

"You knew about that?"  Mattie said, not too shocked.  "All we did was
fool around a little, you know, curiosity.  The most we did was rub our
tits together.  I guess she must have told you about it."

"Katherine has such a flat chest.  She must have gotten lost in your big
boobies..."  Ann was staring at Mattie's tits as she said this.

Mattie laughed shyly.

"What about Phillip?"  Phillip was Mattie's boyfriend.

"Him.  Well, he likes to rub my chest through my sweater, and he likes
me to rub his...  thing... with my hands, you know."

"You don't take him in your mouth?"

"God, no!" Mattie said, seriously.  "He asked me to, but I told him he
was crazy."

"You give him handjobs."

Mattie smiled a guilty smile.  "Yeah.  But that's pretty much all we do.
He asks for more, but I've always been scared.  I think he's sort of
scared too.  Sometimes he can't even... finish."

Another shock.  Phillip Towne was yet another jock who "got all the pretty
girls," or so we thought.  Now I was finding that most of these guys did
not have one tenth the sexual experience I did, and around school I was
a nobody.  My whole worldview was changing, or would have been if I was
not totally preoccupied watching those two beautiful women lieing naked
on the bed together, stroking each other and talking about sex.

"I know what you mean," Ann said.  "Richard was like that.  Now things
are different."

"Your new guy?  He's nice looking, but he's just..." She seemed to be
searching for a word, and I guess the word today would be "geek" or
"zod", but back then it was probably "nerd." Though I was not really
that socially unacceptable, I was just not a member of the elite that
girls like Ann and Mattie generally confined themselves to.  So she
stalled when trying to find a word to categorize me.  Ann did not.

"He's incredible, Mattie.  He's the best thing that ever happened to me.
He has a cock you would not believe..."

"You've...  done it with him?"  Mattie's voice was filed with amazed
excitement, a giggle barely supressed.

"I've done it all with him.  I've sucked his cock, I've let him fuck
me.  Jesus, I've fucked him.  Dozens of times.  He's incredible.  I
can't get enough of him." Mattie's eyes grew big as saucers, but that
look of delight did not leave.  While Ann was saying all this her hand
had moved to Mattie's pussy and was stroking it lightly.  "So you're
still a virgin, Mattie?"

"Uh huh," Mattie replied, beginning to respond to Ann's touch.  "Except
for you, nobody has ever touched me... there."  Mattie was staring at
Ann's hand, her eyes following its movements.

"Touched your pussy, you mean?  Your cunt?  Your box?"  Ann was using
words to turn Mattie on, and it was working.  Ann's fingers were now
rubbing her slit directly and Mattie responded.

"Oh, Ann.  Yes.  My pussy.  No one has ever touched my pussy.  Oh, my
pussy, my pussy..."  Her eyes were closed again and Ann nodded to me
with a smile.  `She's ready' she mouthed.

I quietly tip-toed over to the girls, the music hiding any sound I
might have made.  I was wearing only a pair of gym shorts, my cock
making a tent out of the front of them.  Ann carefully moved my hand
into position and let me take over stroking Mattie's pussy, in one
swift, deft move that made Mattie think it was still Ann who was doing
her.

Mattie's pussy was soft and downy, as nice as Ann's but different in
some way.  Up close I could see that she had fine red hair above her
slit, but it was extremely sparse, almost invisible.  She parted her
legs as I began to finger her clit, and moaned as Ann placed one hand
on her breast.  I was suprised that we were able to do this for several
minutes without Mattie catching on.

Then Ann placed her other hand on Mattie's other breast.  She was
kneading both nipples while I fingered Mattie's hot box, and still
Mattie did not seem to realize immediately that there were now three
hands fondling her.  Her pussy was getting wetter, her legs were
spreading wider, and her hips were just starting to move.

Then, suddenly, she realized what was happening.

Her eyes snapped open, and she made a little "Huh!" sound and lurched
toward the wall, dragging the bedspread with her.

"God!  God, Ann!" Mattie was almost screaming, except that her voice
seemed to have left her and she was gasping at us.  "Get out of here!
Jesus! I can't believe this!"  She was staring at me, eyes full of rage
and fear.

I glanced at Ann.  Incredibly, she was smiling - she seemed to be
enjoying this scene.  She reached out to put her hand on Mattie's
shoulder - Mattie recoiled, but the wall kept her from backing away -
and began to speak in soothing tones.

"Calm down, Mattie, no one is going to hurt you.  We just want to make
you feel good..."

"Get him OUT OF HERE!" Mattie screamed, her voice now back to it's full
volume.  "I can't belive this - you people are sick!  This is rape, do
you know that?  Rape!"

"Now, now, don't jump to conclusions.  I'll tell you what, you hear us
out, and if you still want to leave, you can.  OK?"  Ann was really
taking charge; and I felt so turned on by her I wanted to whisk her off
to our love nest and fuck her silly.

"Conclusions! He had his HAND in my....  God, Ann!  I'm going to call
the police!"  Mattie was hysterical, but I noticed that she was glancing
quite frequently at my bulging gym shorts.  Ann noticed it too.

"Fine, fine, you do that.  After we have our say.  Deal?"

"Oh right, Ann, whatever." She was covering herself with the bedspread,
but most of one breast was still exposed, and I could see her nipple
was erect.

"We are into sexual play, sexual adventure, Mattie, and we thought we'd
like to share a little of the good stuff with you," Ann began, sounding
as though she'd thought all this out ahead of time.  I was impressed.
"You're probably my best friend, after all, and I want to share my..."

"Friend.  That's a laugh."  Mattie glared, but could not help staring at
Ann's still-naked body.

"Well, now, you don't know some things that I do, so maybe you are not
the best judge."  Ann smiled at me.  "Why don't you intruduce Mattie to
Sir Richard?"

"My pleasure," I said, and slipped by gym shorts down below my balls.
My cock, fully erect and throbbing in the warm air, stood out proudly
for all to see.  Ann reached out to touch "him" and began to stroke the
shaft lovingly.  I dropped the shorts the rest of the way to the floor
and stepped out of them, then dropped to my knees on the edge of the
bed, my knees spread wide to give Ann access to my balls.  Mattie tried
to back away farther, but her eyes were glued to my dick.

"See, Mattie?  Isn't Sir Richard beautiful?"

"God," Mattie said, staring, "you take that inside you?  He must be a
foot long."  Her eyes were exaggerating, of course.

"Mmmmmmm, yes.  Every chance I get." Ann was staring at my cock, and I
motioned with my eyes back to Mattie.  Don't forget Mattie, Ann, I was
trying to say.  She seemed ready to forget the whole thing and suck me
off right there.  Her eyes registered my look and she snapped out of
it.

"Now, Mattie," she said, looking her in the eyes.  "You can't tell me
you are not interested in this lovely meat.  If you want, we can share
him, and we can enjoy each other too."  Ann's voice was back to that
warm, aren't-we-great-friends tone she had used when talking to a
memeber of the clique.

Mattie was obviously turned on - she had let the bedspread drop quite a
bit, and now both nipples were exposed, and standing erect, her long
red hair falling on them.  The combination of that view and Ann's
stroking had me feeling very nice.  Too nice, in fact.  I was afraid I
was about to give Mattie a protein shower...

"Forget it, Ann," was what she said, her voice very shaky.  "I'm
getting out of here." And she began to move toward the foot of the bed.
Later Ann and I would talk about this - we had both realized that while
Mattie wanted everthing we were offering, her fears and her upbringing
simply would not allow her to give in to her own lust.

Ann grabbed her arm.  "Wait, there's more."  She looked at me.

"We did not want to have to do this," I began, stepping away from Ann's
grasp and walking around to the footboard, blocking Mattie's progress
and showing her my stiff cock again.  "But I was not in that closet
alone."

"OmiGOD, you mean there are MORE guys in there?"  She looked at the
closet with horror.

"No, no," I chuckled.  "I meant I had my camera with me.  I took some
very interesting photos of Ann eating that lovely little pussy of
yours."

Mattie blanched white again and pulled the bedspread back up.
"Pictures?  That clicking sound..." she said, her voice small again.

"Yes," Ann said, "and we can develop them ourselves." My ears pricked
up at the "we".  "Now, I don't think you'd want copies of those
pictures to find their way onto Mr. Weismann's bulletin board, would
you?"  Weismann was the drama teacher.

"No," Mattie whispered.  "But neither would you, Ann.  How can you do
this?" There were tears in her eyes, but she was still staring at my
cock and Ann's tits, occasionally running her pink tongue over her
lips.

"It would not bother me a bit, besides, my the back of my head was to
the camera most of the time.  They might guess at me, but I'd assume
you are very recognizable."

"Easily," I said.

"As to how I can do this, well, let me tell you, Mattie my love: for as
long as I can remember we, all of us in the A N T D club, have thought
we were so much better than everyone else.  But we were missing out.
We were kidding ourselves.  I would not trade my man for the whole
bunch of them, and I want you to understand why.  What life is all
about."

"Sex is not what life is all about, Ann," Mattie said, but her voice
lacked any sort of conviction.

"Spoken like a true virgin.  How can you criticize what you've never
had?  Let me tell you, once you've had Sir Richard in you, you'll sing a
different aria all together."

As with Ann before, Mattie sat thinking for several minutes.  As though
she was turning the options over and over in her mind.  Part of her
wanted to join our party, of course.  Her nipples and her gaze said
that.  But she was held back by the basic moral forces that had kept
her a virgin, and these were strong indeed.  Now she was faced with a
threat.  Would she see this as a way to have her fun without blaming
herself for it?  That was what Ann had done, I was sure.

"If I don't do what you want," she began, slowly, thinking it through,
"He'll show those pictures around school?"

"I will," Ann said, suprising me.

Finally, Mattie sighed.  "OK, what do you want? What do I have to do?"
Her tears had dried, but her face held an enigmatic expression.  Was
she yeiding to rape, or to her own feelings of lust?  My mind was
reeling.  We had her!  Soon my cock would be between those lips, and
buried in that cunt.

"Do?" Ann said, "why, all you have to do is enjoy yourself.  Is that so
bad?"

"I meant, how far do I have to go? How much do I have to do?" Mattie's
eyes were nervous, excited.

Ann smiled and reached behind her to stroke my cock again.  "Everything,
Mattie.  You have to do everything."


[Chapter 12 - Educating Mattie]

We began slowly, as they had.  We laid Mattie on her back, and Ann knelt
between her thighs and began to lick her pussy, lightly.  I laid next to
Mattie, and stroked her big tits while sucking those cute little
nipples.  I could feel, almost hear her heart pounding through that
lovely flesh.

Ann reached up and put Mattie's hand on my cock.  Mattie gasped, but
wrapped her long fingers around it and stared down past my head.  "Feel
him, stroke him," Ann whispered, then went back to her licking.  Mattie
did as she was told, and soon a drop of precome oozed out over her index
finger.  "Is this OK?" she whispered, mezmerized.  She seemed to be
toying with my cock, gauging its size and heft.

"Fine," I said, gently stroking her face, "we're all warming up."

"Oh," she said, and continued stroking.  She closed her eyes and
shuddered as Ann licked her vigorously, then opened them again when Ann
stopped abruptly.

"I want to teach you something fun," Ann said, and began to move us
into new positions.  She put me on my back, and arranged Mattie to my
left, herself to my right, both of their faces at cock level.  I knew
what came next, and sat back with my head on the pillows to enjoy the
first double blowjob of my life.

Ann began to jack my shaft, then slowly took the head of my cock into
her wet mouth, swirling her tongue as she did.   Mattie bit her lower
lip then brushed the wisps of her red hair from her eyes and looked
closer.  Ann rolled her eyes and slid my cock into her mouth, taking me
about halfway.

"How can you fit it so far?" Mattie whispered.  "He's so big.  God, he
makes Phillip look like a crayon."

Ann let my cock slide out and kissed the head.  "I can take him all the
way, Mattie, and so will you when I teach you how.  But first, why don't
you taste him?"

Mattie hesistated.  She'd never had a dick in her mouth, might not have
even seen one in good light before.  She stuck her tongue out, rather
hesitantly, and stroked the side of my cock with just the tip.  Not much
of a lick, but the idea that it was her first was electrifying.  My cock
pulsed.

"Oooo, he likes you," Ann said.  "Now, do it like this..."  She took
just the head of my cock in her mouth, and gave it a series of little
suck-nips, then stuck her tongue out and swirled in over my glans.  Next
she wetly slid the head into her mouth and bobbed a few times.  Then she
repeated the whole thing, three, four times.  I was quite familiar with
this, of course - it was a favorite of ours.  She could do it for an hour
without making me come.  "Now, you try it."

Mattie took my shaft in her hand and took the head in her mouth.  Her
mouth was a bit larger than Ann's so her lips pursed when she nipped
me, trying to mimic Ann's loving lips.  Her tongue was also a tad
larger, so the swirl on the glans was slower, and thicker, but
heavenly.  Even from these early experiements I could tell that Mattie
had a mouth made for cocksucking - even moreso than Ann's.  A little
pulse of precome oozed out into her mouth as she began to bob up and
down, and she moaned.

"Oooo, I think she likes it," Ann said to me, winking.  Mattie said
nothing, but continued to suck my cock.  "Don't be a piggy," Ann said,
and gently pulled my dick away from Mattie's mouth and started to suck
me herself.

Mattie looked at Ann sucking me, then looked up at me, her lips wet
with her own saliva.  Her expression was hard to gauge, sort of a mix
of wonder and nervousness, but I could tell she was also watching my
reaction to Ann's ministrations, as though she wondered how it felt.  I
blew her a little kiss, and she gave me a nervous smile.

Ann handed me back to Mattie, who did not hesitate to take me back into
her mouth.  They did this for perhaps fifteen minutes, each sucking me
in turn as my precome oozed and I felt myself getting closer and closer
to a major orgasm.

Ann knew my every signal, having experienced dozens of my orgasms, up
close and personal.  She could tell I was going to come soon, and my
face must have told her that this one was going to be gallons.

Ann took me halfway down her throat, then began to stroke deeply,
deeper on each stroke, until I was buried in her throat to the hilt.
"My god," Mattie whispered, watching my dick dissapear in Ann's lovely
throat.  Ann moaned in pleasure then let my cock, all but ready to
explode, slide out of her mouth and into the air.

"Hey," I said, breathless, "don't stop..."

"Mattie's turn," Ann said, and pushed Mattie to take my cock in again.

"I can't do that," Mattie said, then opened her mouth and took just the
head in, sloshing her tongue around.

"Take as much as you can," Ann said, stroking Mattie's hair.  "Relax
your throat, try not to gag.  Breathe on the outstroke and hold your
breath when you take him in.  Let his precome coat your throat..."

Mattie did her best, which was good enough.  She took me about 4 inches
deep after trying several times.  Then she began to bob her head, her
hair gently dancing around her face.  I could hear her breath hissing on
each upstroke, and her saliva started to run down the shaft.  All at
once I felt myself sink into her mouth another inch, breaching her
throat, and I began to come.

I groaned, Mattie's mouth felt so hot and smooth and good, then felt my
first spurt go down her throat.  Mattie, unsure of herself, began
quickly to withdraw.  My second spurt landed in her mouth, right on her
tongue, and my third hit her square on the nose, sparaying little
droplets all over her face and hair.  Ann giggled and quickly took my
cockhead into her mouth, greedily sucking down the rest of my come.

Ann looked like she was in heaven, rolling my deflating cock around in
her mouth, cleaning and milking it as she always did.  Mattie looked
stunned, comelets dripping from her face and hair.  Her mouth was
slightly open, and I could see a small pool of my come just behind her
lower teeth, unswallowed.  She was staring at Ann's attention to my
cock, watching my hard shaft turning into a thick hose as Ann bathed
and sucked the head.  All at once Mattie swallwed the come in her mouth,
and bent down to lick my balls and scrotum.  Ann noticed that she had
been joined my Mattie, and began to stroke her breasts lovingly.

After the girls were done with my dong, they started in on each other,
talking in low tones as they rubbed each other's tits and pussies.

"God, Ann, you really get into it, ahhhhhh," Mattie said, writhing under
Ann's talented hands.

"You should see your face," Ann said, and began to lick the cum drops
away, snaking her tongue over Mattie's flesh.

"What happens now?" Mattie asked, and Ann smiled at her and moved into a
sixty-nine position, her pussy poised over Mattie's face, her face
already licking away at Mattie's cunt.  Between licks, Ann said, "We'll
do each other while he rests for a while.  Then we'll fuck him."

"Oh," Mattie said, her voice slghtly quivvery, "OK."  Then she began to
tenatively lick Ann's pussy.

I had come very strongly, so I knew it would be at least 20 minutes
before I could rejoin the action.  I'd thought about giving Mattie
pointers on eating Ann's pussy, returning Ann's favor, but there seemed
to be no need.  Mattie had picked up the essentials from watching Ann
do her pussy earlier, and Ann seemed perrfectly happy with the job she
was doing.

I was hard again before I thought I would be - watching the girls doing
each other with such passion probably helped.  Ann had come twice and
Mattie three times when my cock stood proud again, ready for more.

"Looks like the knight rides again, Girls."

Ann looked up from Mattie's pussy, her cheeks wet with come, and smiled.
Mattie looked to, but her face was pale and nervous.

"Let's get to it, love," Ann said, either to me or to Mattie, and pushed
me back on my back again, crawling aside me.  "Suck him a little,
Mattie, to get him nice and wet while I get this pillow under him," Ann
said, very matter-of-factly, and Mattie obeyed.  She had learned well,
and took my cock about halfway in almost immediately, bobbing and
sucking like she'd been doing it for years.  Ann slid one of her bed
pillows under my ass, then took Mattie by the arm and had het sit near
my head, her breasts in easy range of my mouth.

"Now," Ann said, closing her eyes and grasping my cock, straddling me
and inserting the head just past her labia.  "I'm going to fuck him for
a while, and he can suck your nice titties while I do it."  Ann was so
totally caught up in the moment that I don't think I could have stopped
her if I had wanted to.  She sighed deeply as she slid my cock into her
tight young cunt.

"God," Mattie said.  "Doesn't that hurt?"

"Ohhhhhhhhhhhh," Ann moaned, "So good.  Oh, Mattie it's so good..."

Mattie was slghtly hunched over, pressing her breast against my face and
watching my dick slide into Ann, slowly, deeply.

"So good, baby," Ann said.  "I love your cock, I really love your cock.
Doesn't she have nice tits, baby?"  Ann reached out and stroked my chest
as she fucked me.

"Yes," I said, and kissed Mattie's hard left nipple.

"And a hot mouth?"  Ann was almost delirious, sliding her wet pussy up
and down on my dick.

"Very hot," I said, watching her.  "You taught her well."

"And her pussy is sooooooo sweet.  You want to fuck her pussy, baby?"

"I'd love to, Ann.  But not until Miss Kitty gets her fill."

Mattie was staring at Ann's pussy and my cock, her eyes almost glazed as
she muttered: "Miss Kitty?"

"Kitty," Ann said, breathlessly, "as in pussy.  Richard as in dick.  You
won't believe how good this feels, Mattie..."

"I can't believe it fits," Mattie said, almost whispering.

"Ohhhhhhhhhhhh," Ann said, an orgasm just starting, "it fiiiiiiiiits.
Oh, it fiiiiiiiiits so fiiiiiiiiiiiine..."  And then she came, her hips
rolling and bucking.  I could have come easily, but I held back with all
my will.  I knew that Ann wanted me ready for Mattie right away.  Mattie
almost recoiled at the strength of Ann's orgasm.

When it had passed, Ann betn over and kissed me passionately.  "Thank
you, love.  And thank you for waiting for Mattie."

"It wasn't easy."  I smiled.

Ann slid my still-rigid dick out of her, and swung her leg over, coming
to rest at my hip.  "Your turn, Mattie.  Time to lose your little
cherry."

Mattie bit her lip.  "I don't know if I'm ready, Ann.  He's so damn
big."  She looked at Ann intensely.  "I'm awfully scared."

"You're ready," Ann said.  "But I think you'd better lay on your back."
And with that she pushed Mattie back on her back, and began to spread
her legs for me.


[Chapter 13 - Mattie's Cherry]


Mattie's eyes were closed tightly as Ann spread her legs.  She gave no
resistance, but she looked plainly terrified.  My dick was hard and
ready, and I had poised myself at her cute little opening, but I was
having second thoughts.  Mattie looked much more scared than Ann ever
had.  I looked at Ann, a question in my eyes.

"Mattie, relax," Ann said.  "People have been doing this for centuries,
you know.  It's no big mystery."

Mattie opened her eyes, looed down, and saw my erect cock, the tip just
a half inch away from where her labia parted.  "It's going to hurt.
He's too big.  He's twice, three times the size of Phillip.  I'm
scared."

Ann reached down and fingered Mattie's pussy a little.  "You're also as
wet as Seattle, girl.  He'll take his time.  You'll like it.  Just try
to relax your muscles."

Ann moved out of the way and I moved up, touching my cockhead to her
clit.  Mattie jumped a little, then closed her eyes again.  I began to
run the head of my cock up and down her slit, feeling her get wetter and
wetter, and watching her small labia begin to part.

"OK," she said, breathing in through her nose and out through her
mouth, her bit breasts heaving with each breath.  "OK, but slowly,
please.  Take it....take it slowly..."

I pushed just the head of my cock into her pussy, and we both jerked.
Mattie let out a little yelp of pain, but I had jerked at the pleasure
of how incredibly tight she was.  Ann had a terrific pussy, but Mattie's
was like a vise.  I began to wonder myself if this was going to work.

I began to rock back and forth, slowly, letting the head of my cock slip
in and out of her cunt.  After a while, she got into it, pointing her
toes and rocking her hips.  Her lips were slightly parted and her
breathing was deep and slow.  I reached down with my thumb and stroked
her clit a few times and she moaned.  Ann began to stroke her breasts,
pulling and tweaking her nipples, and Mattie smiled ever so slightly.

We kept this up for a long while, me just barly penetrating her while
stroking her clit, while Ann sucked and stroked her nipples.  I had
reached around with my free hand to stroke Ann's pussy for a while, but
she moved out of reach.  She wanted me to concentrate on her friend.

After a time Mattie's pussy felt a little looser.  Not much, but I
assumed it was all I was going to get until I pried it open myself.  I
let my cock slide in about an inch, maybe less.  Again, Mattie and I
gasped together.  This was like trying to fuck a soda straw.  I could
feel that my cockhead was hitting her hymen - it felt like a little
string streched from one pussy wall to the other.  I began to press
against it on each stroke, and Mattie really began to feel it.

"Uh, oh God Ann he's too much.  Oh, no, no, he's t-t-tearing me apart.
Oh, easy, oh, God, Ann please please, oh..."

Then her hymen broke, and my cock slid in another inch.

Mattie screamed.  I stopped all progress, but did not pull out.  Ann
began to stroke her face and kiss her.  "That was the worst part,
Mattie, and it's over."

Tears were streaming down her face.  "That was m-my ch-cherry, Ann?"

"Yes.  It's gone, love."  Ann smiled warmly at her.

Mattie's tears flowed as she stared back at Ann.  I looked down at my
cock, most of it still outside, and wondered.

"Look, Mattie, if this is too much for you..." I began, but Mattie cut
me off.

"No," she said, smiling now, staring at Ann's face, "we've gone this
far.  Let's do it."

I leaned over, took a nipple in my mouth, and began to fuck her,
Shallowly at first, of course, but with a clear intention to bury my
dick in her tight pussy.

I swear it took an hour.  Every half inch I gained took her five minues
to get use to.  She was holding my head to her breast, and grasping
Ann's hand in hers.  By the time I was halfway in, she was coming in a
long stream of little orgasms.

"Ommmmmmmmmmmmmmm, Oh, Ann it's so... ohhhhhhhhhhh God it's so good..."

Finally, I took a deep breath and slid my dick all the way to the hilt.
Mattie grimaced and hissed in a deep breath, but she did not scream.  I
began to fuck her for real.

Mattie's pussy was the most fantastic thing I had ever felt.  It was this
perfect, smooth, tight velvet sheath.  The soft little hairs, invisible
to the eye, that surrounded her tiny hole were tickling my balls on every
stroke.  Every time Mattie moved her leg or twiched her hips I felt the
virbrations on every molecule of my cock.  I swear I could even feel the
vibrations of her heartbeat through that incredible pussy.

When I was finally ready to come, Mattie was rocking her hips violently
and clasping her legs behind my butt, pulling me in.  She looked barely
conscious, her eyelids fluttering, her eyes rolling around, her face
very white.

I was in pure ecstasy.  It was like she had me in her fist, and was
squeezing with all her might, except that this fist was soft and
yeilding; the smoothest, wettest, warmest thing on earth.

Mattie rolled into another orgasm, this one the biggest of all, her
back arching, her thighs tense as steel.  Her voice was a whisper
building to a scream: "Ahhhhhhhhhhhhhh, Yesssssssssss, oh, fuck fuck
fuck fuck..." Then her thighs began to relax, though she was still
coming and coming.

"I'm goign to come, Ann, " I said, and Ann deftly leaned over us and
slipped my cock from Matties pussy, in the same motion sliding it into
her mouth.  We didn't want to get Mattie pregnant, but I had to moan a
little at leaving that perfect hole.

Mattie groaned and Ann began to finger her, to finish off her orgasm
while I came in her mouth.  My cock pulsed and jumped in her hand, and
I poured what felt like muy entire being out through my dick and into
her mouth.  She moaned, swallowing every drop, then motioned for me to
suck Mattie's pussy until she finished coming, which I gladly did.

We collapsed into a heap after that, Mattie on her back, Ann resting her
head on Mattie's left breast, me lieing between Mattie's spread legs,
resting my head on her pussy hair.  We slept for a while, utterly sated.

When I awoke, I rose and put my shorts back on.  I checked the clock:
We'd fucked for an hour and then slept for two.

"Where are you going," Ann said, rubbing her eyes.

"Don't leave," Mattie said, a pleading in her voice, her eyes staring
at my crotch.

I smiled.  "Don't worry, girls.  I'm just going to go downstairs and fix
us all something to eat.  You two can relax and.... whatever."

"What's next?" Ann asked, smiling sleepily.  "You said something about a
fantasy?"

I had to think for a moment - oh yes, I'd told Ann I'd had a fantasy
about tit-fucking Mattie.  I was just being sarcastic when I said that,
but looking at Mattie there on the bed, her big tits shifting their
weight as she breathed, I could imagine my dick sliding between those
glorious melons and into her now-educated mouth.  Not a bad idea.

"Yeah," I said, "Maybe you can get things, uh,  ready for me, Ann."
She smiled and began to lick between those incredible tits, to show me
that she knew what I mean.

As I left the room, I heard Mattie say:

"Oh, thank you Ann.  God, that was great.  You were so right.  Do you
think he'll fuck me again? How can I ever repay you?"

I heard them moving and Mattie giggled brightly.

"Right here," Ann said.  "Lick me right here..."

So,

The queen of the high school elite was mine, and now she had given me one of
her ladies-in-waiting to play with.  Ann arranged to get the pill for
Mattie, who was eager to feel me come inside her since Ann had descrived the
experience so glowingly to her.  For the rest of the school year, and most
of the summer that followed, Ann, Mattie, and I enjoyed a sexual romp.  Ann
and I did bring Mattie into our secret apartment, since she seemed totally
won over to us, and we spent many an afternoon, all three of us fucking and
sucking and coming.  Our senior grades were not the best, but it was sure
worth it.

During that time I found that Mattie and I got closer and closer, in bed and
out.  Ann understood this, perhaps better than we did, and seemed to
encourage it.  Mattie fell in love with me, and I thought that I might be
feeling something for her too.

After the summer that followed graduation, Ann's family sent her to a
high-priced college in the east.  She did not protest, knowing that
something was growing between Mattie and I.  At first, she'd come back for
all the holidays and the three of us would meet at the apartment for an
afternoon of sex.  Those were some of the best sessions ever - absence makes
the heart grow fonder, I guess, and Ann was learning all sorts of new things
at the frat parties she was attending.  She even started wanting me to fuck
her in the ass, though we only did that once, Mattie refusing to try it
after seeing what Ann went through. Eventually, of course, Ann got involved
with someone seriously, and our times together ended.

Mattie stayed, and we eventually got married.  We now live a blissfull life
together, the sex is still incredible and Mattie's pussy is as tight as was
when she was 16.  She has become even better at sucking cock than Ann was.
Ann has become a very successfull businesswoman, working for a firm that
builds civic projects (Dams, parks, and so forth).  Since her divorce, and
whenever she's back in town, she stays with me and Mattie, and for a few
days or a week, it's just like old times...