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Barbara and I met when she was about nineteen and I was twenty. She was a friend of my step-sister's, a college student, and initially, the thing we had most in common was that we had no interest in each other at all. I was in the Army and coming home was infrequent...just holidays or whenever I could get a weekend pass. She lived near my parents and after several months I noticed that whenever I was home, Barbara would find some reason to be around visiting. She wasn't pretty as in a beautiful face. But her figure was sensational; wonderful skin, big, voluptuous breasts and striking legs kept satin smooth. Her hair was rich brown, just beyond shoulder length and not just silky, but downright shiny. It made me want to do things. It was the sexiest I had ever seen. Barbara's body was a treat to be tasted and sometimes... I got very hungry.

One evening, about a year after we'd met, the two of us were watching TV in my parents' living room. My father had gone to bed, and my step-sister and step-mother were out and wouldn't be home until morning. I decided to play with Barbara. I had nothing to lose and what the hell, it just might work out to be fun. We were seated on the sofa together. I got up and raised the TV volume a bit and I sat back down closer to her than I had been before. I thought I felt her nudge closer to me once I was seated but I could have been wrong. Then, minutes later, I took hold of her hand and looked her in the eye. "You're beautiful," I said...lying. She smiled a kind of bashful, twinkly smile at me and I leaned in and kissed her on the lips. We stayed that way for a couple of minutes I guess, and I decided to proceed with my plan. All I wanted to do was press as far as I could to see how much sexual humiliation she'd be willing to take before she'd either leave, or give it to me any way I wanted.

"I liked that," she said as we broke the kiss. "So do I. You really are beautiful, but I guess you know that from the guys you've dated."

"No," she said, "I don't date that much anyway." Maybe that'll change Barb," I said, looking into her eyes." That would be nice," she said. Without saying anything more, I dropped her hand from mine and with my left hand, turned toward her and cupped her right breast through her sweater. I was amazed and immediately aroused. She had to be 36C or maybe D. She shifted and took my hand away. "Sorry," I said. "It's just that you're so pretty. I know you've had other men with the same reaction, just wanting to be close to you." She said nothing and I made the same move again. This time she didn't move. I squeezed and caressed her full right tit and felt the shadow of her nipple through the sweater. I circled my palm back and forth over her fullness, found the nipple and dug for it until I could pinch it firmly with my left thumb and forefinger through her sweater and bra. Still she didn't move. "Oh please don't," she whispered. "You don't like?"

"It's not that, I just want to be good."

"Oh but you are, Barbara," I said. Then I pushed. "You are huge ya know. Has anybody ever told you that before? I bet other men have had the same reaction. That's why I like this so much." And with that I leaned around more toward her so my right hand could take hold of her left tit. She looked at me with an expression between boredom and disappointment. "Barbara," I said..."Lift up your sweater. I want to see them now."

"No!" she said as she inched away and brought both my hands down and away from her. "I said please don't and I meant it."

"OK. But then let me show you something," I said as I took her left hand and plopped it down on my pants. "Don't!" she said trying to pull her hand away from my obvious erection. "I have to leave. I'm sorry. I should leave."

"You're not going Barbara," I said as I held her hand on my fly. She looked stunned and made an attempt to rise. I quickly pulled her back down and into a long, intimate kiss. I held her still until I thought she wouldn't jump away. "I have plans for you tonight love," I said. "Big plans! Now don't fuck with me, lift up your sweater and show me those big fluffy bags." She made a move to get up. I stood up and caught her, grasped her right wrist and bent it behind her back. She tried to wrestle away and started to say something when I released her arm. "OK, I said. My father's upstairs asleep. If this gets noisy and he wakes up and comes down here, it'll be over for us. Do you want that?"

"No," she whispered. "Good. You have to know what your body does to any man. Fucking lift up the sweater. She slowly did it. I told her to take it off. She slowly did. She began to cry.

If feeling her boobs had stunned me, the sight of her was much, much more. Her bra was filled perfectly and as I silently drew both hands up to her, I couldn't imagine a better place or a better time. She let me squeeze them hard and soft, pinch and pull both nipples and in a particularly exciting maneuver, I actually pulled down her right cup, found her tightened nipple, and danced her around the living room with my right thumb and forefinger. Her expression was blank. She let me do these things but that was it." Wow!" I said. "Ya know, I have some horny Army friends who would love to see you right now. Turn around Barbara. I'm going to undo your bra."

"No! Please! What if your dad comes down here?"

"If you're quiet, he won't. So do me just one favor before you turn around. Give me your hand." I reached out, took her right hand and pushed it onto my pants once again. "Feel that? That's what you're tits do to me. Now keep going or you can go home, but don't tease me."

Barbara turned and faced away from me as I unclasped her bra, slipped it from her and brought both hands around to continue playing, now unimpeded, with the best rack I'd ever touched. Her breasts were perfectly formed and full. They were heavy but didn't sag, and her skin was firm, so perfectly smooth and not flimsy. Again, she let it happen with no arousal on her part at all. And again, I pinched and pulled and rubbed and kissed her back and shoulders before spinning her around to feast my tongue and lips all over her front. At one point I told her I wanted to fuck her tits and she just stayed motionless. Then I said, "And I want to fuck your mom’s too, while you watch." She whispered, "No! You're crazy.."

We stayed like that for a while. I lifted my face from her tits and kissed her lips. She responded nicely and I held her face softly in both my hands. She relaxed and I pulled her to me and whispered in her ear, "Barbara, tell me what your cunt feels like right now." She pulled away and looked at me with disgust. But I knew that fear was there too.

Before either of us said anything, there was a quiet knock at the front door and Barbara jumped about two feet away from me. "Get dressed," I said and picked up her sweater and bra from the floor and handed them to her. Go into the bathroom, get dressed quickly and come back. I kissed her right nipple as she moved away and we heard another quiet knock. I went to the door and opened it to find my friend Joe from the base. We had talked about visiting but hadn't made real plans. Sometimes the best things happen unplanned.

When Barbara came back into the living room, I introduced her to Joe and suggested that since it was early, we all watch a movie. Everybody agreed and Barbara and I went into the kitchen to grab some beers and snacks. But while we were in the kitchen, I moved behind her and whispered, "You are beautiful and I am so hard right now. I'll need you later."

"I'm gonna have to go after the movie," she said. "No, you'll stay," I answered. I dropped my hand down. She wore jeans and before she could object, I had them opened and my hand inside the front and down between her legs. I grabbed her inside thigh and pinched. "You'll stay," I said, "or you'll be fucking two guys."

"No Please," she whispered begging. "Please don't do this to me, be nice. Please let me just go home." I lifted my hand upward slightly, brushing her crotch, and felt her pubic hair bunched inside her panties. With one hand on her tit and the other in her pants tickling at her hairy groin I said, "Barbara, please stay to play. I'd like that. You please me so much, you don't even know." Then I kissed her again, lifted my hands off her and pushed her shoulders in the direction of the living room.

We sat for a while, watching some movie that nobody cared about. Barbara sat on the sofa holding my hand with Joe seated across and at an angle. Then a scene came up with some lovemaking and two actors began to undress each other. I kissed Barbara and again placed my left hand on her tit this time, so Joe could see. I began really squeezing her...like a rubber ball, and she whispered for me to stop. I just looked at her and gave her a painful squeeze as I shifted my hand to her other breast for more exercise. Then I started feeling both her tits with both hands. She knew Joe was watching us and she tried to move away but I shifted with her; and as I massaged her front, I whispered, "Ever let a couple of men man fuck your tits?." I could see Joe glancing at us and watched him shift around.

"Joe have you ever seen a nicer rack?" I asked. He smiled and swallowed nervously and said, "Looks great from here."

"Barbara, what's your measurements anyway," I said. She looked at me horrified, and embarrassed and then I said to Joe, "Before you got here, I had her stripped to the waist man...my guess is she's 36C at least and she’s smooth as silk, right honey?"

"Please don't," she begged loudly. "Then Joe,” I said, “ when we were in the kitchen just now, I slid my hand down the front of her pants and...well what the hell...Joe, why don't you just join us over here." She tensed up and started to turn toward me to say something, but before she could say anything, Joe came to the sofa and sat on the other side of her. "Hold her hand Joe and don't be shy," I said. “Barbara tell him your size. Was I right or what? Tell us how big your fluffy breasts are." She was afraid now even welling up a little. She seemed stiff...and cold. "Barbara, do you know your bust size or do I have to ask Joe to look for himself? Tell us or we're just gonna start taking our own measurements with our hands... Hello girl!"

"I'm 36C'

"Now stand up and turn around." She did. "Joe, lift up the back of her sweater and check the tag. I hope the tag's in back huh Barb? Jeez, I'd have bet 38." I noticed how they hung in front of her.

"You two have to let me go home now, I can't do this,” she said as she pulled away. "I don't want to do this and if you keep on, I'll scream. Now lemme go!" We still held her hands firmly and as I started to stand and bring her with me, Joe followed. " Just playing Barbara" I said. "No you're not," she replied. We stood there, the three of us for moments and then Joe smiled, "Shouldn't I feel her up a little and see if she's telling the truth?" Barbara gasped as I gripped her arm. "Go ahead, try whatever you want Joe, she loves it," I said. "Go ahead Barbara, let him feel your lovely tits just like you let me. We're all friends right?" Her jaw clenched and she began to fight it as Joe brought both his hands up under her top. "Fuck, I'm hard as a rock," he said, and he pulled her sweater up and over her head before she could react. I held her from behind as Joe peeled her bra down. "Ohyeah!," he said. "Magnificent! Great!, great nipples...I want 'em." Barbara's moment of fight now turned into terrified tears. "Oh please don't." is all she could whimper. " Barbara sweety, relax. He's a friend, be nice," I said as I reached down and squeezed between her legs and Joe bit down on her left nipple.

She stood there sobbing helplessly as he fondled her for several minutes. He wasn't gentle. He rubbed and pinched and bit her chest in so many directions that her nipples and boobs actually swelled and reddened as she looked toward the ceiling to avoid our eyes. "Want some?," he said to me finally..."Or you want something else?"

"Babara," he said to her quietly as I held her from behind, "you really make us crazy. Ya know not all girls do that so well. Just your tits give me such a hard-on...look." With that, he slid down his zipper, opened his trousers and revealed his hard, nine inch cock. "Ya know what that is honey?" I said into her right ear. When she said nothing, I reached around, and tugged at her nipples. "Asked you a question love!"

"Penis," she whispered through the crying. "What else ya call it Barbara?" Joe said laughing. "Cock," she said. "And what should he do with it?" I said. Joe reached for her hand and put it on his erection. Barbara turned red and looked down. "Be nice to it slut," Joe said. He guided her hand around his dick so she held it.

With her other arm still pinned behind her, we guided the topless girl over to the sofa. Joe asked the same question again and again to frighten her and it worked. "What should I do with it Barbara?" She no longer could think of anything but fear. Her eyes were now drained of tears which had fallen over her tits like a cascade. I pushed her down to the sofa and let her arm free. I opened my pants and brought my own erection close to her face. "Gee! Barbara! speak to us will ya." Joe moved close in as well. I leaned in towards her face. "Kiss it babe," I said. " Kiss my dick and then kiss his."

"Wait a second man.," said Joe. " I've always wanted to see a girl jerk off. Think it'd be a real great turn on."

"Right, me too," I said. Then I pulled away from her and said, "Barb, do you masterbate?"

It was the most humiliating moment she had ever experienced. Silence again. "Barbara, answer me. Do you jerk off. Have you ever jerked off?" Her eyes glanced down in silence. "Joe?," I asked as if looking for a suggestion. "Barbara, open your jeans." Even I was stunned by Joe's intensity. Barbara looked over to me as if I would help her out of this. I told her, "We wanna see you fuck yourself sweetheart...oh and Barbara, you're going to have to talk us through every move. Do it!"

For the next fifteen minutes, the tortured teenager put on a show I can hardly describe. As she opened the top of her jeans, Joe said, "Talk us through Barb."

"I don't know what to say," she whined. "OK, I whispered, Joe will show you how to jerk off since you're not cooperating"

" No! No! Please don't. I'll talk."

"Good," said Joe. "You ever been fucked Barbara?... Barbara...?."

"Yes."

"OK," I said, "tell us about it while your hand does the work. She slid her left hand inside the top of her jeans. "Get it inside the panties honey or you'll be fucking yourself naked and spread eagled on the couch. Hand inside the panties and tell us about your last fuck." Her hand slid down inside her panties and Joe reached over and slid her jeans down to her knees so we could see what she was doing. She began to rub and massage herself gently and we watched her breathing deepen.

" Last summer," she said, "at the beach... some guys took me into the dunes at night. I didn't want that, but they said if I didn't, they'd pull me into the water and hold me under until I fainted and then when I woke up, they'd take turns with me anyway. "Put your fingers on your clit Barb," I said. "Rub it nicely for us...and while you're having fun, suck on me will ya." I leaned my body over her and held her hair tightly. She resisted. "Take it Barbara." She opened her mouth slightly. I guided the head of my cock onto her tongue. "This like summer Barbara? Now take it in or I’ll hurt you. As her hand fondled her cunt and clit under Joe's gaze, I held Barbara's head by pulling her hair and began to deep throat her. "More sweetheart. There's a lot more." I jabbed deeper until she gagged then slowly pull back. "Gettin' yourself off down there hon?" as I'd plunge deeper and choke her then hold her face in place for a few seconds.

Joe had an idea. " Shit we really need more guys here for ya Barb. How many guys last summer sweety?..."He pinched her tummy hard when she didn't answer. "Four" she mumbled through the blow job she was giving me. "OK Barb, here's what I want you to do," I said. "I want you to give yourself an orgasm. Things have to heat up a little around here, and so far, I'm the only one having any sex!" I looked down and saw her working harder. Then Joe slipped his hand up through the leg of her panties and did something that made her jump. "That's two fingers Barb, want five? Come on! Cum!" Slowly her mood changed, she still hated what we were doing to her, but her body was starting the trip past the point of no return. As I fucked her face, hard at times, Joe and Barbara manipulated her vagina inside and out with Joe's strong fingers fucking her to the point where his movements actually raised her up toward my cock. Joe made her play with her clit and repeat the names of every guy that had ever touched her last summer or ever. Of couse, we couldn't understand her since she was eating. "Barb," I said. "I'm going to run deep down your throat now." She shook her head and tried to back away but I held her by her hair tightly wound around my two hands. I knew I was close. "Barb, I'm raping your mouth. Like cum? Want to eat it or have me shoot it all over your face? Barb? Your choice now." I quickly pulled out. She gasped and looked at me with eyes that could kill. "How's it goin' down south Barb? That was a lot of names. Now open up and lets play." This time she didn't have to be coaxed. My long, hard dick slid its way past her tongue and into her throat. As my balls stiffened, I felt them touch her chin and I clamped her head to me as I came and shot over and over again. Just before I finished, I felt her body start to shiver and tremble as well. Her orgasm was shallow and short but we finished together. "We came together Barbara," I said . That's romantic isn't it."

"What's going on down here?." My father's low voice came from across the room. I had forgotten all about noise and had allowed myself the luxury of too much movement. "Who the hell is that," he asked then answered his own question. "Oh Barbara darling! Boys, what are you doing?"

Barbara looked like hell. There was no doubt what had been going on. Joe's hand was still inside her shorts, her top was off, her pants were down. "Thank god your mother's not home," my father said to me. "Young lady, lets get you straightened up. Come with me." She stood up, unable to speak, and wobbled a bit but caught her balance, picked up her sweater and covered herself as my father walked her toward the kitchen. "Tell me what just happened," I heard him say as his voice trailed off toward the other room. Joe and I just sat silent for a few minutes until we heard voices coming from the kitchen. Both of us rose and when we got there, we saw Barbara, completely naked, on her knees, entertaining my father. "Good girl," he said to her as she worked on him. "Now there will be no reason at all for me to phone your mother. Just make it last," he said as he thrust his entire cock into her. Joe and I watched as my father finished. But this time, when he had satisfied himself and pulled out of her mouth he said, "Oh, there's just a little cum left on me Barbara, show the boys here how you clean me up. With that he forced his softened dick back into her mouth and watched as she sucked him completely clean.

The three of us took Barbara's clothing from her and half carried, half frog-marched her back to the living room couch. Joe wanted to really humiliate her and my father and I kept quiet and watched. "We'd like to see you play with yourself again honey...let's see you put that finger in your ass...tell dad your measurements...who fucked you first...name and number so we can invite him over...keep playing sweetheart...huff and puff...dad does mom have a vibrator upstairs?...lets get it if you know where it is so we can entertain Barbara for a change!...OK Barb...lean back and spread your knees as far apart as you can...lets see you put three fingers in...rub your clit a little for us, make yourself feel special... four fingers honey...hey guys take a look." She came again in front of us, this time out of sheer humiliation.