She Ch. 03

My cock is throbbing so hard that the steel ball hanging from my sack is now bouncing off the wall as it swings. Watching Mistress stretch Carols' ass open, with that big black cock, has me on the edge of orgasm again in no time.

Hearing the 'clunk' of the weight hitting the stone wall catches Mistress' attention. Just as the head of HER cock slides into Carol, Mistress looks over at me. "You're next." SHE says as the full length slides into Carols' stretched asshole.

With that SHE returns HER attention back to the job at had, and slowly starts pulling the full length back out. Now SHE is just sawing the first three or four inches in and out of Carol. This motion causes HER 'slut' to start moving on the other cocks in her mouth and cunt.

Soon, moaning and groaning can be heard from Carols' cock filled mouth, as all three holes are being fucked.

The action also has Mistress panting and concentrating on the base of the black cock rubbing against HER clit. As the stimulation increases, so does Mistress' exuberance. Soon HER strokes are lengthening, until SHE'S driving the full length of HER cock in and out of Carol. Each thrust drives Carol forward, down the length of the dildo in her cunt, and forces the silicone cock in her mouth down her throat.

This pounding is more than Carol can take, her face is flush and the veins in her neck and face are standing out, gorged with blood. She's rapidly approaching orgasm.

"Mine first." Mistress commands, as she continues to pound HER cock into Carols' ass.

Mistress is now holding onto Carols' hips and pulling them back with each retreat of HER cock, filling Carols' cunt with the dildo, strapped to the horse, and pulling the cock, filling her mouth, from her throat.

A couple more strokes pushes Mistress over the edge as SHE drives the full length of ass pounding cock into Carol, screaming and shaking as HER orgasm ravages HER body. Falling forward over Carols back, shaking wildly as SHE grinds the base of the cock against HER clit.

Reaching forward, SHE grabs the nipple clamps. "Cum for me!!" SHE screams as SHE pulls them from Carols' tits, and then stands and starts fucking her ass again.

This is too much, Carols' orgasm overtakes her. Her hips start undulating uncontrollably, as screams of delight escape around the cock in her mouth when her entire body is racked with the convulsions of orgasm. This pushes Mistress over the edge again as SHE buries HER cock, one last time, into Carols' well fucked ass. Both are shaking and quivering in the aftermath of orgasm, breathing heavily, with sweat covering their bodies, as they slowly recover from the assault.

Mistress slowly removes HER cock from Carols' ass and steps down from the platform. SHE moves to the front of the horse and removes the cock from Carols' mouth and the scarf from her hand.

Carol rests the side of her face on the horse and stretches her jaw muscles. Looking across the room, for the first time since she was on the horse, she sees me. My leather laced cock throbbing wildly, as the heavy steel ball swings between my spread legs from my scrotum. Smiling, she closes her eyes and starts undulating her hips again, riding the dildo still I her cunt.

"My, she is a cock slut, isn't she?" Mistress states, as SHE sees Carol begin riding the cock again. "Unfortunately it's not up to her as to when she gets pleasure, that's my choice."

Mistress unfastens the wrist cuffs from the horse and helps Carol up into the sitting position. Holding the horse in front of her, I can see her working the cock now, completely buried in her, with her cunt muscles.

"She is an eager one, but right now it's your turn." Mistress says, looking at me, as SHE grabs Carol by the arm, guiding her off the large cock and horse. SHE brings her to the large wooden X-frame, and backs her butt up against it at the point were the timbers intersect. Fastening Carols' wrists to the upper eye bolts, which hold her arms above her shoulders, then spreading her legs and fastening her ankles to the lower eye bolts. This effectively splays Carol wide open, leaving her completely exposed and helpless.

"Of course, she should have something to think about while I turn my attention elsewhere." With that, Mistress produces another pair of nipple clamps from one of the drawers. These, however, have a rather large end on them. After they are attached, I see, from the way they pull on Carols' nipples, that they must be heavily weighted, and buy the way she's squirming they are having quite an effect on her.

Next, Mistress threads an aluminum pipe, about twenty inches long, into a socket that's directly between Carols' feet, making it point straight up towards her cunt. Then, Mistress grabs another silicone cock shaped dildo from a drawer, that, like the one she previously had in her mouth, has a metal rod protruding from its' base. This cock, however, will never fit in Carols' mouth. It is way too large in girth, as big around as my wrist, and the rod in this one is not bent, it's perfectly straight.

Mistress starts slowly working this mammoth cock into Carols' cunt. First just the head barely fits inside her, but after a few minutes, more of its' length fills her. The slack in Carols' restrained arms allows her to work her hips up and down as she slowly swallows about ten of the twelve inches completely inside her.

Once filled, Carol works hard to try and fuck the giant cock. Mistress though, allows very little resistance, and leaves Carol wanting more. Then SHE slowly pulls almost the entire length from Carol, and then firmly drives it back into her.

Carol lets out a loud gasp of air and pushes down on the cock as far as her stretched arms will let her. Whimpering, Carols wants more, but Mistress has other ideas.

Placing the rod from the cock inside the pipe attached to the floor holds it in perfect position for Carol to fuck. Mistress feeds more of the rod into the pipe. Not wanting to loose the stuffed feeling this monstrous cock is giving her, Carol squats down with its retreat. When just the head of the cock is left inside her, and Carol is stretched as tight as her arms can get, Mistress tightens a coupling on the pipe and locks the cock at that height.

Now, in order for Carol to keep any of the cock in her, she must hang from her wrist restraints, with her knees bent, lowering her hips as much as she can. Standing up to take the weight off her wrists leaves just the very tip of the cock head barely in touch with Carol's swollen labia.

Desire soon overtakes comfort, and Carol is squatting back down, taking as much of the cock in her as she can. Her movement is kept slow and deliberate, with the weighted nipple clamps swinging from each of Carols' breasts.

Satisfied with HER handy work, Mistress turns her attention back to me. "Well, your balls are holding up well," SHE comments as SHE palms them in HER hand, swinging the steel ball in the process.

Screams of pain and frustration are muffled by the rubber cock gag filling my aching mouth. My Legs and arms feel life they are welded in this position with stiffness.

Mistress reaches out and unfastens my wrist cuffs from the dungeon wall, slowly letting them down to hang by my sides. Next SHE disconnects my ankle cuffs from the wall, but with the weight still hanging from my balls I don't dare move my feet.

Now all that holds me in place is the leather mask, attached over my face to the wall, holding the cock gag in my mouth. This is next unfastened at the bottom, and Mistress pulls the cock from my mouth saying, "Squat down."

Slowly I lower the steel weight to the floor, relieving the strain on my balls. Mistress kneels and unties the weight from the leather lace wrapped around my cock and balls.

Seeing the precum leaking from my cock, Mistress swabs around the head with HER index finger. The touch of HER finger against the swollen and sensitive glands of my cock head are almost painful, but soon the sensation grows in pleasure and the need to spray my cum all over HER is consuming me. Just circling the head with HER finger has my cock weeping more precum, and its' bring me closer and closer to orgasm.

"Don't forget the rules," Mistress warns, pulling HER hand away, and denying me release once again, "you don't cum until I allow it."

"Now stand." SHE commands, rising to HER feet and pulling me with HER. SHE leads me to another piece of furniture you could tells was made for one persons pleasure and another's pain.

Sitting in front of me is an odd shaped bench, about eighteen inches wide and maybe four feet long overall. At one end is a platform that's padded full width, but only about the first half of the length has the padding on it. Two legs support the padded end of the platform about six inches off the floor and continue up past, to the high end of a padded bench that's a foot or so above the top of the platform. This bench slopes down until it meets the unpadded far end of the platform that is also supported by two legs on that end, holding it level, and making a 'V' shape out of the two main pieces.

Standing at the open end of the 'V', Mistress has me kneel on the low platform and slide my knees towards the middle, leaving my feet hanging off. Then SHE lays me down with my chest and head on the bench. SHE fastens my wrist cuffs to the bench legs back by my ankles, which are also fastened to those legs.

My ass is now in a very convenient position for Mistress, who is at the sink, washing the strap on cock SHE'S still harnessed into. "From the condition of your cock, I would say you enjoyed watching me fuck my slut in the ass with this." She states, sliding HER soapy hand up and down the length of the silicone cock, strapped around HER hips. "We'll see how much you like it when I stuff it up your ass."

"First though, I think you could use a little tenderizing." SHE moves to the wall of cabinets and returns with a riding crop that's about three feet long. "Now let's hear you count them off, and remember, hesitation starts you back at one."

The first stroke comes without any warning, CRACK. It strike my left cheek, and with a restrained flinch and through gritted teeth, I force out, "One."

The second stroke follows close behind, "Two." The next few follow with even less delay, but also with less force, "Three, four, five, six."

It's hard keeping up, but my hesitation must be acceptable to HER. The strokes slow in interval, but again increase in severity.

At twenty-five, my ass is on fire and tears are rolling down my cheeks. The heat in my ass is spreading and my cock once again is throbbing with the need for release.

Ten more strokes follow, and then Mistress reaches below the bench and grabs my trussed cock hard with HER hand, squeezing it until my need fades.

"Remember, nothing for you until I get mine." SHE says, grabbing the lube from the spanking horse and then pulling the butt plug from my ass. SHE places the plug in the tray beneath the horse and then starts applying lube to my stretched ass and then HER neglected cock.

Soon I feel the head of HER cock entering my ass. The taper of the head stretches my sphincter open, well beyond what the butt plug had prepared me for. HER assault continued until the head is buried with my sphincter closed down tight behind it.

The pressure begins again as SHE starts pushing it deeper inside. I feel the shaft now stretching me more as the length starts to enter me. After a few inches SHE stops, then withdraws until just the head remains imbedded in me. Then HER hips are driving it in again. This time it doesn't stop until I feel HER hips against the tender flesh of my ass cheeks. The entire shaft is buried completely inside me.

I've never been so full of cock in my life. I feel HER working HER hips in circles as the cock stirs my insides. Then the retreat starts again. This time, the entire length is removed, even the head. I feel Mistress applying more lube to my stretched asshole and I assume the length of HER cock.

SHE drops the bottle of lube and grabs my hips with HER hands, "Are you ready for the fucking of your life?" SHE asks as SHE drives the entire length inside me. A guttural groan accompanies my exhale. HER hips bounce off my ass as SHE quickly withdraws, only to shove it back in again just after the head leaves my hole.

This is repeated over and over again, at a breathtaking pace. Mistress is pistoning HER cock in and out of me at an amazing rate. HER hips are bouncing off my ass as SHE drives the cock home, and then rips it from me again and again.

My cock is completely engorged with blood, to the point where it feels like it could burst at any moment. My moaning and grunting only seem to encourage Mistress more as SHE quickens the pace yet again.

The sound of HER hips slapping my tender ass with every stroke do nothing to drowned out HER moans of pleasure as SHE fucks HER way closer and closer to an orgasm. I don't know how much longer my cock can take this torture, or how long my ass can take this pounding. Please let HER cum.

After only a couple more stokes, Mistress digs HER nails into my hips and slams the length into me one last time. Screaming with pleasure, SHE folds herself down over my ass, shaking and jerking through HER orgasm.

Still working the cock around in my ass, Mistress reaches below me and starts unlacing the leather cord from around my balls. With it still wrapped tightly around my cock, SHE messages my balls with her free hand and strokes my cock with a couple of fingers from HER hand holding the cord.

Releasing my balls, SHE grabs my cock and starts stroking my full length. Soon SHE has the leather cord loosened and removed from my cock, and SHE starts moving HER cock in and out of my ass again.

This is more than I can take, my cock is so close to shooting its' load. I'm gritting my teeth trying to hold back and wait for Mistress' permission.

"Are you ready?" SHE asks.

"YES!!!!!" I scream.

"OK, cum for me." SHE commands.

I piston my hips, working my cock in HER stroking hand, while SHE continues slowly fucking my ass. The pressure builds to a point beyond anything I've felt before. It's almost as if I can't get over the hump, not able to reach that point of no return. Reaching forward, Mistress slides HER hand under my chest and finds a nipple.

"I said cum for me!!!" SHE yells as SHE pinches my nipple with unbelievable force. I scream in pain as the shockwave travels right to my cock and sets off an enormous explosion.

Immediately my cock starts pumping out load after load of cum. My hips are humping wildly as now I'm driving my own ass on and off HER cock, while stroking my cock in HER hand. The pulsing seems to continue for ever, feeling my asshole contract around the shaft inside it, as spurt after spurt of cum flies from my cock.

Fucking myself on HER cock pushes HER over the edge once again. HER first contraction drives the cock completely inside me. SHE releases my dick and nipple to return to a standing position. Grabbing my hips again SHE grinds the cock against her clit, drawing out wave after wave of HER orgasm.

HER fingers gradually loosen their hold on my hips and HER breathing slowly returns to normal. My cock has discharged an incredible load of cum, and now hangs limp between my legs. Mistress begins the final withdrawal of the cock still buried in my ass.

It's not until my ass is completely void of cock that my attention is drawn to Carol and the predicament Mistress has forced upon her. The site is incredible, hanging by her wrists, trying to fuck herself with as much of the monstrous cock that's only partially imbedded in her over stretched cunt.

Moaning, with her knees bent and hips rhythmically undulating, she can only work the first few inches of the cock into her cunt. Soon her arms tire, she stands to take the wait off them which extracts the cock from her cunt, the tip of the head barely touching the distended lips of Carol's cunt.

Her body is drenched in sweat from the cyclical workout she puts herself through. Frustrated from the emptiness, she fully extends her aching arms, once again squatting to take the mammoth cock back inside her dripping cunt.

"My, aren't you a sight." Mistress says, standing next to Carol's glowing, quivering body. Reaching out, SHE grabs the nipple clamps that hang heavily from Carol's breasts, and quickly removes them.

Screaming, Carols hips go into overdrive, working the head of her intruder wildly inside her. Mistress moves directly in front of Carol, closely facing her. "Do you want to cum?"

"Please Mistress, yes!!" Carol pleads.

Squatting down, Mistress loosens the coupling that locks metal shaft of the cock in place. Slowly SHE starts sliding more and more of the huge cock into Carol's begging cunt. Her juices are running down the length of the cocks' shaft, allowing easy penetration.

With the entire length buried in her, Carol eagerly starts wildly fucking it.

Mistress stands again, up on tippy toes, looking Carol in the eyes. Wrapping HER arms around Carol's neck and forces HER tongue between Carol's lips. Held like this forces her down onto the cock in her cunt, and watching this has my cock twitching back to a full erection.

Mistress releases HER hold, breaking their kiss, as SHE brings HER heels to the floor and slides HER tongue from Carol's mouth. One hand grabs a hold of Carol's right breast, squeezing it while rolling the nipple between HER finger and thumb. HER mouth finds Carol's left nipple as free HER hand drops to the over stuffed pussy.

Without Mistress holding her down, Carol starts, once again, working the cock in and out of her. You can see the orgasm building, as Mistress licks and sucks Carol's nipple, while HER one hand works the other breast and the fingers of the lower hand find Carol's clit.

Mistress has a difficult time stimulating Carol's heaving body, but manages to stay connected to all the right places. Carol's moaning grows in volume and intensity, as she wildly fucks herself on the unrelenting cock. All this stimulation has her rushing towards a massive orgasm.

Pulling HER mouth from Carol's breast, Mistress asks, "Can you stop?"

"Oh, please Mistress... please let me cum."

"Not without my permission slut" SHE snaps back, now holding just the nipple between her thumb and finger while HER other hand starts slapping Carol's cunt, squarely striking her clit with every stroke.

"NOW CUM FOR ME BITCH!!!!" SHE yells as SHE dives down to take Carol's other nipple between her teeth. Biting and sucking one nipple while SHE rolls the other one in HER fingers, SHE increases the rhythm of the assault on Carol's clit.

Carol goes wild on the cock, riding it harder than ever. Her mouth opens wide as a long drawn out scream escapes. Eyes shut, head back, face red, the orgasm hits her like a train. Her entire body goes into convulsions. Wreathing and uncontrollably gyrating on the enormous cock, she rips her nipples from Mistress' teeth and fingers.

Wave after wave of orgasm washes over Carol's body, as Mistress' other hand cups Carol's cunt. Concentrating on stimulating the stiff sensitive clit rolls one orgasm right into another. Screaming as she trashes her head side to side, Carol has lost control. Mistress is carrying her from one orgasm to another.

My cock is dripping precum as I watch. Hyperventilating and screaming from the unrelenting stimulation soon comes to an end, as Carol's eyes roll back in their sockets. Slumping forward, hanging limp from her restraints, the entire length of cock filling her, unconscious her body still convulsing from the involuntary contractions of the residing final orgasm.

Mistress removes HER hand from Carol's crotch, turns to me as says." Quite a show, huh?

Moving to me, she reaches down and grabs my ridged cock. Stroking it, SHE says," We'll put this to work later. Right now though, we must take care of my fuck slut."