Billy White was 17 years old. He had lived in rural southern Maryland, near the Washington DC metropolitan area, for the last three years. Prior to that he had resided in a Baltimore, MD suburb. He was shy and introverted around girls, devoting most of his time to nature photography. He had won a few photography competitions with shots of eagles and their chicks in the nest. He found this nest deep in the wooded part of a neighboring horse farm, owned by the Thompsons.

Mr. Thompson was the county sheriff and in his second term in office (up for reelection the next year). He was well liked and well respected by the honest citizens of the county and much feared by the lawbreakers. His strongest virtue was his strong moral character: he practiced what he preached even to the point of ticketing off duty officers under his command. Chiefly because of Sheriff Thompson's position Billy had asked for and received written permission to use his farm for scenery and wildlife camera shoots about two years ago. So it was that Billy found the Eagles' nest while walking through the woods looking for some good shots. The nest was located about 50 feet up a large oak tree about 150 yards from the Potomac River, beside a large pond.

Sheriff Thompson had a daughter, Helen, who was the same age as Billy. Helen was 'large boned' but attractive with long blonde hair and blue eyes. She also was well-endowed, and had full hips and broad shoulders, but didn't seem to date much, at least to Billy's knowledge (probably because of her father being the Sheriff).

Helen was dedicated to becoming a police officer after high school. She was intelligent and was taking courses in Criminology at night at the local community college. The rumor mill had it that she had already been accepted into the police academy after high school.

One Wednesday in Mid-May, Billy wanted to check on 'his' eagles. He persuaded his father to let him miss school (Billy had a 3.7 Grade Point Average and had few restrictions at home) and he set out for the 'blind' he had built two years before on the side of a hill across the creek from the Eagle tree. For Christmas, Billy's parents had given him a hi-tech camcorder with a 250 mm zoom lens, so he hoped to try it out on the eagles, if they were there. The blind kept Billy almost totally hidden from the eagles (or anything else for that matter) with slots to let him track the great birds in flight. Billy got to the woods, focused in his camera and new camcorder, and started his wait.

He knew that he could stay in the blind for hours and not see even a fleeting glimpse of the eagles, but also that at any time they could come soaring into their nest. From his position on the side of the hill, the water hole was about fifty feet below and in front of him. This gave him an excellent opportunity to try the camcorder out by zooming in on deer, squirrels, birds and other wildlife that used the watering hole and the clearing beside it for drinking and frolicking. The teenager had been sitting there for about 4 hours; the time was approaching 11:00 am. He had captured some great footage of the wildlife and had become very comfortable with the camcorder, zooming in and out and panning with no "stutter", when he heard the cloppity-clop of horse hooves in the distance. Billy knew there was a horse trail about 300 yards away but he had never heard a horse quite so clearly in the past. Since it was still spring, the underbrush that usually was very thick had not yet fully developed. He could just see a large black horse and rider approaching the clearing. As the horse entered the clearing, Billy saw that Helen Thompson was the rider, so he loaded a fresh 8mm tape in the camcorder. She was dressed in an unusual outfit, at least in comparison to her normally very conservative dressing standards: shorts, a halter top, and riding boots. Billy panned the camcorder to the clearing where Helen was dismounting. The girl rubbed the stallion's neck and stood talking to the animal, quieting it. She then moved to the saddle bags and removed a light blanket, which she spread out on the ground in the clearing. Being in the middle of her parents 80 acre farm, with No Trespassing signs all around it, Helen obviously felt she was alone, because she stripped off her boots, top, shorts and panties in rapid order and spread herself on the blanket.

Billy started zooming in, checking out Helen's body while admiring her flawless skin: not an imperfection in sight. She positioned herself to soak up the sun which was falling fully on the clearing now. She spread her legs widely -- to get a full tan, it seemed. Her right hand started to move across her stomach and toward her cunt, which was lightly covered with fine blonde hair. Slowly, idly, she started fingering herself. Billy started zooming in and out, getting the action of Helen's fingers, then scanning her whole body, then zooming in on Helen's face to see the look of lewd excitement her delicate touches were stimulating. Billy couldn't believe what he was seeing, he had never seen a girl's cunt before and was transfixed by the scene in front of him. He grabbed his camera and started taking shots of her large breasts, her fingers in her cunt playing with her clit, her face, and completed the set with a couple of shots of her whole body spread on the blanket.

Helen's gaze fell on her stallion. She began calling to him, and he came over and started nudging her side. Helen rubbed his nose and, rising up on an elbow, started stroking his neck. The stallion's penis unsheathed itself and drooped down almost a foot from its belly. Even from a distance, Billy could see that her attention became focused on this long dark tube. After a few moments, she then did something that sent a shock through Billy, but got him back on the camcorder to adjust the shot. She crawled underneath the stallion and started rubbing his horse cock. The giant cock head began to lengthen and stiffen as Helen rubbed it with both hands. Then, to Billy's amazement, she started licking the bared cock head of the horse while continuing to stroke it with her hands. The licking progressed to the point that she stretched her mouth around the cockhead (she had a pretty big mouth, but her face became almost deformed with the effort). She was giving the horse a blow job!

Billy went crazy trying to capture the obscene event with both the camera and the camcorder. His mind reeled with the thought of what was going on 50 feet in front of him. The horse was obviously getting excited and was moving back and forth into Helen's mouth and face. Helen was sucking and licking the immense cock.

Suddenly, the horse cried out and sperm erupted out of his cock, propelling her suctioning mouth away from the spurting organ. The stallion kept cumming and cumming and cumming, all over Helen's face, hair, mouth, and breasts. After about 30 seconds, the sperm bursts stopped, and Helen started rubbing the sperm over her tits and around the rest of her body. She even licked the sperm off her face.

She lay back in the leaves and continued rubbing the sperm over her body with her hands, occasionally licking the sperm off her fingers. Billy got some great shots with the camera and camcorder while all this was going on. Her hand finally moved back to her cunt with her left hand holding the cunt lips open and her right hand attacking her pussy and clit. In about 20 seconds she screamed in ecstasy and her whole body went limp.

Helen lay there, a look of total satisfaction on her face, body covered with horse sperm from her thighs to her shoulders and face and hair, for about five minutes. Then she sat up, looked at her body, shuddered in dismay, and immediately jumped into the watering hole. Since it was mid-May, the water in the pool was very cold and she squealed. She started to climb out, but then looked down at her body with loathing and walked in slowly. Helen rubbed her face, hair, and upper body very briskly, then hurried out of the water. Without even drying off, she grabbed her clothes, got dressed, rolled up and stowed the blanket on her horse, and rode off, all in the span of about two minutes. The sounds of the stallion's trot rapidly receded in the direction of the Thompson house.

Billy stopped the camcorder and looked at the timer. He found to his surprise that the entire scene had taken but 22 minutes. It had seemed like hours to Billy. Thinking about the images he had on film, it took him only about 10 seconds to decide to pack up and head home.

He had a tape to watch (and watch, and watch again) and some film to develop.

Billy's family's house was about a mile away on a spacious four acre lot. Billy was the only child of a lawyer and a board of education administrator. His photo lab was set up in an outbuilding, actually a small house with plumbing, heat, and electricity where he had set up his darkroom.

Billy's father had provided very well for his photography hobby, including a color darkroom in the bathroom of the outbuilding. The teenager went there first and started the photographic film of Helen's "adventure" in the developing cycle. He then took the video tape and sped to his bedroom to watch it. Fortunately, he had done a superb job of recording the entire scene.

Next, he ejected the tape and took it back to his darkroom so he could complete the developing of the pictures. About two hours later, Billy saw that even though it had seemed to him that his entire body was trembling with excitement from Helen's lewd 'performance,' his shots were focused and composed perfectly.

The pictures were pornographic perfection.

The next question was: what can one do with this type of pictures and film. Billy was a virgin; he had never even kissed another girl. He was very shy around girls and never wanted to face the ridicule of being turned down or laughed at, so he never asked a girl out. Suddenly he had information on an attractive classmate that would put her in an extremely compromising position if it were ever released to the public, so he wondered what she would agree to do to keep this information private. He decided to feel her out to determine how far he could make her go.

The following day at lunch, Billy saw Helen coming out the line. He approached her and called out: "Hey Helen, got a minute?"

"Sure, Billy, where you sitting?"

Billy led Helen to his table, and they started the standard small talk about the church they both attended and their father's careers in the law profession. Then Billy asked her if she was planning on following in her father's footsteps. Helen said yes, she had already passed the physical and psychological tests and was accepted into the police academy beginning in September.

She said that she would probably become a Deputy Sheriff by March of the next year. Billy joked that it must be nice to have friends in high places, but she replied that she had to compete all the way because her father refused to show favoritism for any reason.

Billy then asked, "What would your father do to you if you broke one of the moral rules of the Sheriff's Department?" She said that he would probably can her and even prosecute if it were warranted. Billy's mind was working overtime now, and he decided to risk confronting her. "Well, what were you doing to your horse down by the watering hole yesterday, wouldn't that be a rule violation?"

Helen's face turned snow white. After an extended pause, she said, almost in a whisper, "I don't know what you're talking about. And if you ever try to slander my name with anything like that, then I'll do everything in my power to destroy you." She started to get up and storm away, but Billy asked if she had a VHS VCR at home. She stopped and angrily said, "Yes, why?" Billy reached into his backpack and pulled out a VHS tape and handed it to her, along with an envelope of 8x10 photos. Billy rose. "Meet me Saturday at 10:00 am at the watering hole if you want to discuss these."

He left for the yearbook room (his common hangout at lunch due to his heavy involvement as the lead photographer). As he walked away, he looked over his shoulder at Helen whose face was drained of all color as she looked in the envelope at one of the pictures. Billy was feeling more cocky than he had ever felt about women, but thought it best to just give Helen time to think things through.

In the yearbook room, the students who were responsible for putting the yearbook together were reviewing the final proof from the publisher. The faculty advisory council has spent the last week looking at the proofs to ensure that nothing in the yearbook was damaging to the school's reputation, and the students had but two days to incorporate any changes before it had to go back to the publisher. The faculty had accepted the existing proofs as they were, so it seemed that the students had an easy chore in front of them, at least until Billy walked into the room. Billy pulled out two photos featuring the cheerleading squad in action and wanted at least one of them put in the yearbook. The students knew of Billy's infatuation with Jo Ann Bower, the head cheerleader, since they already had acceded to Billy's request for two pictures of her to be put in.

Jo Ann Bower was about 5' 10", 3" shorter than Billy, and had long black hair down to her ass and hazel eyes with a perfectly proportioned body, featuring marvelous breasts and a beautiful ass. Jo Ann was actively involved with the local Baptist church and was planning to attend Salisbury State College on the Eastern Shore of Maryland in the fall, the same college as Billy. Her strong suit academically was English. She was a proficient writer, and planned on studying education in college toward the end of becoming a teacher at the local Christian Academy. Since her family was middle class, she had applied for and been offered a full paid scholarship from the Christian Academy as part of a fund set up to educate and hire local teachers for the school. In return she would teach at the Christian Academy for five years.

The only things really wrong with Jo Ann were her popularity and that since school had started last October she had been dating Johnny Hayes, the class president and captain of the football team. Since Johnny also attended the Baptist church (along with Billy and Helen and a large percentage of people in the school), the relationship between Jo Ann and Johnny was believed by everyone to be headed for marriage. Billy had had a crush on Jo Ann ever since ninth grade but knew that she would never go out with him, so he never asked. However, Jo Ann was Helen's best friend, so Billy's mind started working again on how he might get to know Jo Ann a little better, figuratively speaking of course.

The yearbook committee unanimously told Billy laughingly that they were not going the make a last minute change to the yearbook because of his little infatuation with Jo Ann. Billy laughed with the crew and said that it was just an idea. They started to work on the proofs and had some other last minute information to add to a couple of the seniors' biographies and one more picture to put in the "Seniors at Play" section of the yearbook. These changes had already been approved by the faculty advisory council.

Billy, who was delegated to come up with the picture, reached into his backpack and pulled out an envelope with a black and white picture of some of the seniors in the parking lot of the local McDonalds. This picture was of the popular seniors, though, who already were in other photos in this section, so the others asked Billy if he had any other pictures. Billy thought for a moment and reached in his backpack and started leafing through an envelope. He produced a color 8"x10" of Helen Thompson riding her horse through the woods wearing the halter top, shorts and boots. Everyone laughed and said that this was what they wanted. Since Helen was a very conservative dresser, never wearing short pants or skirts above the knee, some committee members joked about finally finding out what Helen's legs, shoulders and stomach looked like. They asked Billy if it was all right with Helen to use this picture, and Billy said he was sure that she wouldn't mind (considering those other pictures Billy had in his knapsack). They spent the next 30 minutes fine tuning the added information to everyone's satisfaction. Then, after asking Billy for the negative of the Helen picture -- which he promised to produce the following day -- they left for their next classes.

That afternoon Billy found Helen in the hall and, with exaggerated formality, asked her if it was OK to use the picture of her on the horse in the yearbook. She replied she would prefer not using it, but after Billy commented that in that case he would propose one of the other pictures he had, she instantly agreed to the one he had originally proposed.

Part II Helen: Question and Answer

Saturday finally rolled around, but Billy had not yet decided what he would do with Helen at their 10:00 meeting. At 9:15, he gathered up his camera, camcorder, audio phone (officially a parabolic microphone, a cone-shaped device that magnifies sounds -- like bird calls -- from far away), and tripods and headed out toward the watering hole. He got there at about 9:50 and set up the camcorder and audio phone in this blind.

He waited and thought about what he would try to get out of this meeting and started to get aroused. His watch said it was 10:15, but still there was no sign of Helen. He started to think how stupid she would be to stand him up for this meeting, when he heard the clap of horse's hooves on the trail in the distance. Billy left his camera equipment in his blind with the camcorder and audio phone recording and walked down to the clearing. Helen arrived on her horse, dismounted and approached Billy.

"You're late! Do you have an excuse?" Billy growled, taking charge immediately. "It better be good."

"I'm sorry," Helen replied. "Jo Ann called and she and Johnny got in a fight last night and broke up. She wanted to talk to me about everything -- she's really bummed out. She wanted to get together right away. I told her there was something I had to do, so she asked if I could I call her when I got finished. I'm really sorry about being late, but it was, like, out of my control."

Billy filed this new information for future use. He nodded his head and switched to the reason for the meeting. "Okay, now what about the pictures and film I have of you and Galahad? What should I do with those?"

Helen quickly lost her usual confidence and started begging him not to make them public. "Please, Billy, they would destroy my life. I would be a total wreck and have no future. I've worked so hard for so long to get where I am and you could kill all that by releasing those pictures." She had started crying when she began talking, and her tears continued while Billy just stood and looked at her with a sly grin on his face. Helen finally broke down, fell to her knees, and begged Billy to destroy the pictures, saying: "Please, Billy, please, I'll do anything, absolutely anything to keep those pictures private. Please Billy."

Billy's quiet reply was "Anything?"

To which she replied "Anything."

The boy's evil smile made Helen shudder at the thought of what 'anything' might entail. Billy dictated her first orders. "Ok, Helen, we'll start with a question and answer period. You will answer any question I ask with total honesty.”

“I have a wide range of pictures that can and will find their way into certain people's hands if I find that you are lying to me or if you refuse to do 'anything' that I ask. Some of these pictures are humiliating, showing you in various stages of undress. Some are immoral, like masturbating in public, and some are downright disgusting and illegal, like your love affair with Galahad, your horse. So my advice is that you answer my questions honestly and without hesitation or things could get real messy, understand?"

Helen, seeming to regain some of her composure, replied, "If it will keep the pictures private, I'll do what ever you want, Billy."

So Billy started his questioning.

Billy: "How many guys have you ever kissed?" Helen: "Five." Billy: "Who?" Helen: "Johnny Hayes, Sam Bellmouth, Chris Songer, Barry McVey, and Richard Lopez."

Billy: "Any heavy french kissing? and with who?" Helen paused and said: "You mean with guys, right?"

Billy (surprised): "With anyone." Helen: "Barry McVey and Richard Lopez and... Jo Ann Bower."

Billy: "Jo Ann Bower, tell me about that one." Helen: "After my sixteenth birthday party, Jo Ann and I got talking about both of us being sixteen and having never been kissed. Jo Ann said the it would happen in time, and I said I wished it would happen sooner. We looked at each other, and I just leaned over and gave her a peck on the lips. I told her that I was sorry, I didn't know what came over me and she replied that it was OK, what's a little kiss between best friends anyway.”

“I laughed and said that it still wasn't like a real kiss anyway and she replied that she always wondered what a real kiss was like. So I leaned over, and she didn't pull away so I started french kissing her and she responded. It went on for about twenty minutes -- kissing, and saying on how nice it felt, and kissing -- until we regained our senses and pulled away. We never talked about it again after that.."

Billy: "How many cocks have you touched, excluding animals?" Helen: "That's a low blow, Billy. I've touched three."

Billy: "How many cocks have you sucked, excluding animals?" Helen: "One."

Billy: "Tell me about it." Helen: "I went out with Johnny Hayes once last year, and we went to a drive-in. He was pretty wasted, and he unzipped his pants, pulled his cock out, and forced my face to his crotch.” “I didn't have any choice but to put it in my mouth and try to give him a blow job but he was too wasted and it didn't even get hard. He got pissed about that and literally threw me out of his van. I got a ride home with Janette Rison and Jerry Loth. Jannette and Jerry think that we just had a fight."

Billy: "Have you ever had intercourse?" Helen: "No, I'm still a virgin."

Billy: "Are you saving yourself for marriage?" Helen: "No, not really, the right guy hasn't come along yet."

Billy: "How often to you masturbate?" Helen: "Jeez!... About once a week."

Billy: "Have you ever done anything with Galahad before the other day?" Helen: "God, no! That was just a spontaneous thing. I was horny and that big cock was just staring at me. I don't know what came over me but it has never happened before and will never happen again. I was disgusted with myself afterwards."

Billy: "Has any other guy seen you naked or topless?" Helen: "Barry had me topless and was trying to get my pants off, I jerked him off and he was satisfied."

Billy: "Did you take your top off for him or was it forced, too?" Helen: "It was our fourth and last date, and he kept trying to get to my breasts, so I took my top and bra off, thinking that would keep him happy. But it didn't, so I had to jerk him off to satisfy him."

Billy: "Was that your first cock?" Helen: "No, I had jerked off Richard Lopez when I was 13, we were playing nurse and I was exploring his body and .he got hard and told me how to jerk him off."

Billy: "I thought you said no one had seen you naked before?" Helen: "Only he got naked, he said I owed him a game of Doctor where I get naked and he explores my body, but that never came about."

Billy: "Have you ever engaged in anal sex?" Helen: "NO!"

Billy: "Are there any other sexual secrets or information you haven't told me?" Helen: "Not that I can think of."

Billy: "OK, from this point on, if anything remotely sexual in nature happens to you, you are to give me the full details. OK?" Helen: "Do I have any choice?"

Billy: "No, I guess you don't."

The questioning had really turned Billy on, so he decided to test his new found powers. He ordered Helen to get on her knees in front of him -- she complied, guessing what would come next..

As she expected, he told her to take out his cock and give him a blow job, adding that it had better be good. Helen unzipped and unbuckled Billy's pants and let them fall to his ankles. She then tugged his white underwear down, releasing his semi-erect uncircumcised cock. The teenaged girl jumped when it popped out. Billy asked why she was startled, and she replied that she had never seen a cock like that. Where was the head?

Billy said that normally guys are circumcised shortly after birth, but that his parents didn't believe in that ritual. He added that Galahad wasn't circumcised, and she pleaded with him to stop bringing up her horse. Billy just said "Suck it, slut."

Helen took the shaft in her right hand, but Billy said "With your mouth: no hands." Helen reluctantly started licking and kissing the foreskin- covered head. Quickly, the red corona started to emerge. Helen continued nibbling and sucking on Billy's cock just as he had watched her do to Galahad two days before.

He stroked her shoulders and thrust his 6 inch cock into the girl's reddened face. The excitement of his first blow job soon became too much, and the boy only could hold back for about two minutes before his cum started boiling up. He ordered Helen to suck his cock deeply into her mouth and swallow every last bit of his cum. The over-stimulated boy came and came and came. Helen began to gag at the amount of sperm shooting into her mouth, but desperately fought down the impulse. Sperm leaked out of the sides of her mouth and fell on Billy's shoe.

After his cock finally stopped oozing and started to shrink, Billly withdrew from her warm mouth and told her to lick the cum off of his tennis shoe, and also to eat the leaf beside his shoe where more of the slimy sperm had fallen. Helen looked up with pleading eyes for a second, but then bent down to do as instructed.

She licked the top of the tennis shoe clean and reached for the leaf that was still attached to a small branch. Billy said "No hands!" so she leaned over and got the leaf in her mouth. She had to bite hard to sever the small stem attaching the leaf to the branch. Then she chewed the bitter, beslimed leaf and gulped it down.

Billy stood above her and laughed. "You did that very well, slut. Keep it up and your big secret will PROBABLY be safe. Fail to do as you're told and bad things will happen."

Helen asked sheepishly, "How long is this going to last?"

"For as long as I want it to."

Helen simply nodded her head as glistening tears traced a path down her cheeks. Billy felt a strange pride that the tears were caused by the humiliation that she had just experienced, and knew that he had a lot of worse things in mind for her in the future. For now, a little additional humiliation that he had been thinking about seemed appropriate.

He told Helen to rise and bare her tits. She shivered but complied. Billy spent a few minutes just looking at them up close, then caressed them and tweaked the nipples while she stood blushing. Pinching a little harder got a groan from her, but it appeared to be a groan of pain instead of pleasure.

Billy gave Helen her shirt, a long sleeve button up, and told her she could put it on, but no bra. He said that he didn't like bras and if she ever again wore one while meeting with him, she would be punished. She asked how would she be punished, looking worried, and Billy laughed. "If you want to know, then wear a bra the next time we meet."

An expression bordering on terror crossed Helen's face.

Helen and Jo Ann (Part 3) Billy orders Jo Ann's seduction

Billy told Helen to listen closely, that he had some specific instructions. She was to call Jo Ann when she got back home and to invite her over. Then she and Jo Ann were to ride down to the clearing on horseback. He told Helen that she must then seduce her friend. Helen's eyes widened in shock.

Billy told Helen that first she would have to get Jo Ann completely naked and convince her to eat Helen's cunt. Any other foreplay would be give Helen extra credit, but those specifics had to occur. Helen said that she couldn't make Jo Ann do something like that. Jo Ann was into guys big time, according to Helen, and probably had no interest in girls. Billy said that he didn't care how Helen did it, but suggested a skinny dip and a sensual massage to get things started. Maybe a reminder of Helen's 16th birthday party might help. Helen stared blankly, however, the entire time Billy talked. He finally added that if Jo Ann just broke up with a guy that she had not only been dating for six months and but also was rumored to be getting married to, she might be susceptible to some tender loving care from a good friend. Helen stared at Billy for a moment. "You've really thought this thing through, haven't you? What's the purpose of this? Are you going to try to blackmail Jo Ann, too? Her parents are a lot more liberal and easy going about her activities than mine or yours are, you know."

"The reasons for this 'experiment' are none of your concern," Billy said imperiously, "just do what you are told and things will go a lot easier for you. I want you and Jo Ann here in this clearing by 2:00 this afternoon, understood?" Helen nodded her head and asked if she could leave. Billy said she could after a long passionate french kiss. Helen came to him and they embraced for about two minutes, their tongues dueling in each other's mouth. Helen was certainly obeying fully, Billy thought. They separated, and Helen headed for her horse.

Billy called to her: "By the way, keep tonight open. We have a date. I'll pick you up around 8 o'clock."

Helen replied without turning around. "8 o'clock it is."

After Helen was out of sight, Billy headed back to his blind to turn off the camcorder and audio phone. He was proud of himself for thinking of Helen seducing Jo Ann. If Jo Ann went along, then Billy would use the Christian Academy scholarship as blackmail material. Billy knew that Jo Ann's parents couldn't afford college for her, since her father worked non-union construction, which was seasonal and intermittent, her mother was just a secretary, and she had two younger brothers and two younger sisters. This scholarship was the only chance for Jo Ann to get a teaching degree. If Jo Ann didn't go along with the idea, then Billy had an excuse to punish Helen by humiliating and degrading her that much more. Finally, this was obviously a good test for Helen obedience since it would require her to work independently in following an order of his. Billy felt extremely proud of himself for devising this lesbian scenario.

While waiting, Billy checked out the Eagles' nest. No luck. Maybe they didn't make it back from down south or maybe they found another place to nest. Billy waited patiently, getting some good wildlife pictures. He started scanning the area and saw two beavers about a 300 yards away building a dam on a small stream feeding the watering hole. Even though he couldn't get closeup film of the pair with the camcorder, he watched them and recorded as well as he could. They kept his interest for the couple of hours until he heard horses coming down the trail. Billy checked and it was 1:15, 45 minutes before his deadline. As the horses cut through the woods to the clearing, Billy inserted a new tape in his camcorder and adjusted it and the audio phone to record the action. Then he put on earphones to listen to what was being recorded on the audio track of the camcorder and got his camera ready.

As Helen and Jo Ann dismounted from their horses and Helen got a blanket off the back of Galahad's saddle, he heard Jo Ann speaking as if continuing a conversation they had on the trail. "I just couldn't believe it, Helen. He wouldn't stop! I got so upset and angry."

"Well, was it the first time you had sex with him?"

"No, we had done it a couple of times before -- New Year's eve and prom night -- but never at a drive-in in the back of his van."

"How did you get him to stop anyway?" Helen asked.

Jo Ann half snickered. "When he was turned around trying to get my jeans and panties down, I hit him in the balls as hard as I could. He grabbed his nuts and screamed, and I grabbed my blouse as I threw open the side door of the van and got out of there."

Remembering her experiences with Johnny in his van, Helen asked, "Had he been drinking?"

"Yeah, pretty much, actually. That was unusual for Johnny but I thought that his getting bombed one time was all right."

"I went out with Johnny once last summer to the drive-in and he got pretty bombed and forced me to suck him. It was disgusting, and when he couldn't get hard he threw me out of his van."

Jo Ann screamed, "Why didn't you tell me that before? I wouldn't have dated him. JESUS CHRIST, Helen, I was almost engaged to that pig! Some best friend you're turning out to be."

Helen replied earnestly, "Jo Ann, really, knowing Johnny as well as we both do, would you have believed me if I told you about it, huh? You would have thought I was trying to torpedo your relationship or something. You're the best friend I've ever had, or probably ever will have. Please, let's not get in a fight with you over a total PIG bastard like Johnny."

Jo Ann listened to Helen's little spiel and started crying saying, "I'm sorry Helen, I didn't mean to blow up at you," Jo Ann sobbed. "But coming that close to being raped by my steady boyfriend has really got me all mixed up." Helen began rubbing Jo Ann's back and hair, whispering, "It's okay, Jo Ann, I'll always be here for you."

Jo Ann sniffled and seemed to cheer up a little. She raised her head and looked steadily into Helen's eyes. "All right, best friend, what's there to do out here, anyway. I'm tired of talking about that PIG bastard Johnny Hayes."

Helen saw her opening, and knew her blackmailer was waiting impatiently. "Well, we could go skinny dipping." She started to unsnap her jeans.

Jo Ann was slightly shocked. "Right here in front of God and everything?"

Helen had gotten her boots and jeans off and pulled her T-shirt over her head exposing her abundant tits. She quickly pulled off her panties and said, "Sure, who's stopping us, come on in... if you dare." She quickly jumped into the watering hole.

It impressed Billy that Helen was able to jump into what he knew was ice cold water without screaming or squealing. He thought she did a great job of hiding the water's temperature.

Jo Ann stepped back and said, "Dare? Are you daring me to get in there? Well, here I come." She unbuttoned her short sleeved blouse and pulled it off, then unsnapped her bra and let it fall revealing a perfect pair of C sized tits with small aureoles and large nipples. She next pulled off her tennis shoes and socks and unbuckled her jeans, pulling them and her panties down together. "Ready or not here I come."

Jo Ann took three quick steps and dove into the watering hole. When her head surfaced halfway across the pond she was screaming, "ITS COLD, ITS COLD, ITS COLD." Helen laughed as she climbed out of the water and sat on the blanket. Jo Ann swam as fast as she could to get out. She finally reached the edge and, scrabbling out, walked to the blanket where she mockingly grabbed Helen around the neck in a choking fashion saying, "Helen, I'm going to kill you. Why didn't you tell me it was so cold!"

As Jo Ann started to join Helen's laughter, Helen grabbed Jo Ann's left shoulder with her right hand, moved her left thigh against Jo Ann's right knee and with a quick move pulled Jo Ann down until she lay flat on her back with both of Helen's knees between her knees. "So you thought that was good, wait until you try this," Helen whispered as she leaned over and kissed Jo Ann on the lips.

To Billy, it looked as if Jo Ann responded, since the two girls held their kiss for perhaps 30 seconds. Helen lifted her face a few inches above Jo Ann's and murmured loud enough for Billy to hear with the audio phone, "Just like my 16th birthday party, huh, Jo Ann?"

With a sigh Jo Ann answered, "This is as far as I want to take this, Helen. I'm not into sex with other girls, ok?"

Helen knew she had to keep trying. "Well, I just wanted to experiment a little to see if I was into girls at all. Why not try with the most beautiful girl I know." Then she started moving her hands up and down Jo Ann's sides.

Jo Ann wasn't objecting, so Helen began kissing and licking her way down Jo Ann's body. Helen's victim appeared to resign herself to let Helen do whatever she wanted, so Helen nibbled her way across one of Jo Ann's beautiful breasts and started sucking and licking the erect nipple. Her seeking mouth then headed south down Jo Ann's belly, her hands spread Jo Ann's legs farther apart, and finally her teasing tongue and mouth centered on Jo Ann's moist cunt. Billy thought that while Helen had already exceeded his expectations, paradoxically, she still had not fulfilled his minimum requirements. He idly stroked his hard cock through his pants as he focussed in on his slave eating Jo Ann's pussy. Helen really was getting intoJo Ann's cunt.

She started rotating her body around. As Jo Ann groaned with pleasure, Helen made the final turn that left her legs on both sides of Jo Ann's face. But when Helen tried to force her cunt closer to Jo Ann's mouth, Jo Ann turned her face away and just continued to moan and press her crotch into her best friend's face. The moans got louder and louder until they became a shrill scream and her body started shaking uncontrollably.

At this point Helen reversed herself back onto Jo Ann and gave her a long wet kiss. Jo Ann had to be smelling and tasting the pussy juices covering Helen's mouth, nose and chin. Jo Ann's whisper was only partially picked up by the audio phone but the words "thank you" were distinct.

Helen whispered something about Jo Ann doing her, but Jo Ann said in a louder whisper, "I don't think that I can do that, Helen, I'm sorry."

Helen's quick reply was "That's ok." As Helen rolled over to lay beside Jo Ann, she slowly moved her hand down her own body to her blonde, sparsely-haired mound. She spread her legs gradually wider, allowing her finger to move across her mound and work on her clit.

Jo Ann watched Helen frig herself and smiled. Her fingers crept shyly towards Helen's mound, so Helen withdrew her own fingers. Jo Ann's right hand took Helen's place and started fingering Helen's cunt and clit. This continued until Helen began panting. She turned to Jo Ann and kissed her deeply while the devilish fingers continued to diddle her cunt. The kiss became an embrace until Helen's body went rigid for about 10 seconds and then went limp. Jo Ann brought her pussy juice covered fingers to her mouth and licked them off.

They lay in their embrace whispering very quietly -- so softly that the audio phone just picked up murmurs -- for about five minutes. When they both stood up, Helen seemed to have tears in her eyes. They jumped back into the watering hole and splashed themselves clean. After emerging, Helen walked to Jo Ann's horse and pulled out another blanket so that they could dry themselves. They dressed, mounted their horses, and rode away toward the stable and Helen's house.

Billy turned the camcorder off and sat back in his blind. He was almost overwhelmed by the intensity of the scene he had choreographed. Helen had obviously put all of the accumulated trust in her relationship with Jo Ann on the line in order to try to fulfill Billy's orders. This clearly meant that he actually owned Helen, and she would do whatever he wanted. This excited him.

He began to imagine some trials to show Helen what was expected of her. The threat of showing the pictures and film was just that, a threat. Billy's moral character would never allow him to give that information to anyone but Helen, but he had to be careful to not let Helen know that he was to 'honorable' to carry through with his threat.

Jo Ann, however represented a different situation. He was sure that she had done enough for her to feel 'threatened' her with a loss of her scholarship if the information was released. But he would have to tread carefully with her. If she refused to go along then it could mean this whole sexual blackmail scheme would blow up. Billy packed his equipment and headed back out to his house. He wanted to begin developing this film before his date with Helen.

Billy got the film developing, grabbed the tape, and headed for his room in watch it. His watch said 3:30 and he figured he still had a few hours to copy the tape using the 8mm and VHS VCRs in his bedroom, and still get ready for his date with Helen.

His dad was in the living room as he came through and asked how about how the "shooting" was going, and Billy replied that the Eagles hadn't returned yet but he go some shots of some beavers starting a dam. His dad said that they needed to talk before Billy went upstairs. Billy started to fidget because the prints of Helen were in the outbuilding and could be accidently discovered. Fortunately, his mom and dad never went back there and the darkroom was locked.

"My law firm was trying to set up a branch in Los Angeles to handle the new Asian companies and residents in the U.S.," his dad began, "and your mom and I are thinking about going out there for the summer to set things up. Would you like to go with us or stay here and hold the fort down?"

Billy didn't need long to think about this one. "Well, I think I'd rather stay here, if it's ok with you and mom." His dad said that was fine with them and that they were thinking of leaving right after school ended in June. They'd work out the details of Billy's staying alone later. The boy said ok and headed up to his room.

Billy had just finished watching and copying the 35 minute film and hidden a copy with the other "Helen" tapes in his lock box in the back of his closet when his dad called up to him that he had a visitor. Billy started downstairs, but stopped halfway when he saw Jo Ann talking to his dad in the living room. After a moment he joined them, a pleasant smile on his face. "Hi Jo Ann, what brings you over here?"

Billy's dad excused himself and got up to allow them some privacy, giving Billy a wink as he passed in front of him. After Billy's dad left, Jo Ann said that she had just been down the street at Helen Thompson's and she thought that she and Billy ought to have a talk. Billy asked if she wanted to go up to his room, and Jo Ann nodded. Up the stairs they went.

Billy's bedroom was quite large. He had a 27 inch TV, the two VCRs, a stereo system and a desk and chair on one side and the bed and dresser on the other. He turned the desk chair to face the bed and motioned for Jo Ann to have a seat while he took a seat on the bed. "So what is it you want to talk about, Jo Ann?"

"Helen told me that you have found out something awful about her that would jeopardize her police career. I want to know what it is."

Billy, thought that Helen would pay dearly for telling Jo Ann that, but laughed and said, "Why do you want to know? That's between Helen and me. You're not involved." You're not involved yet, he amended silently.

Jo Ann became more aggressive. "I care an awful lot about Helen and don't want anyone to hurt her. You seem to be a nice guy, and I always liked you, so I can't believe that you would intentionally hurt anyone, much less Helen. For starters, I demand to know what you have on Helen and what you plan to do with the information. Helen's a little mixed up right now and I don't want her to destroy her entire life because of a few minutes of weakness. She really is a good person and I care very much for her as a friend."

Billy had to decide whether he should play is trump card now or later. What decided him was the thought that Jo Ann's self- confidence and aggressiveness needed to be put in its place as soon as possible. He interrupted abruptly. "Are you talking as a friend or as a lover, Jo Ann?" Jo Ann's expression changed from initial shock to worry. "What are you talking about, Billy White?"

Billy got up and walked to the entertainment system and picked up the universal remote control, saying with a grin, "Watch." He pushed the buttons to turn on the TV and start the VCR. Billy heard Jo Ann gasp as she recognized the forest scene starring Helen and herself being replayed in front of her. The room was silent except for forest sounds picked up with the powerful mike and the lewd talk between Helen and Jo Ann building to a repetitive cry of "Oh my God" from Jo Ann's lips while Helen ate her out.

Jo Ann's comments on what she was seeing were limited to a "God, NO!" during the kissing scene. She covered her eyes for a minute while Helen was eating her pussy, and as she started her Lesbian fingering of Helen on the TV (a scene very well shot with the zoom on the camcorder), she once again covered her eyes and appeared to be sobbing. After the tape was over, Jo Ann softly moaned, "How could you, that was just between me and Helen... Wait a minute, Helen was in on this, wasn't she? She set me up, that bitch."

Billy laughed. "I thought she was your friend who you cared so very much for. Believe me, Helen had no choice but to do that. She was under my orders."

Jo Ann looked quizzically at Billy and said quietly, "What are you going to do with that tape?"

Billy said, "Well, the Christian Academy might want to see what their scholarship winner does in her free time."

Then the tears started in earnest, and beautiful Jo Ann, one of the prettiest and the most popular girl in school, sobbed steadily for about five minutes, occasionally glancing at Billy. Finally, still choked up and sobbing, she said, "Please, don't do that Billy, they'll pull the scholarship and I won't get to college. Please, just don't let them have the film."

Then taking a different tack, Jo Ann got down on her knees and crawled to Billy. She came up between his legs and used her hand to caress his thighs. "Give me the tape and I'll make you a very happy guy, Billy," she said as her hands moved to Billy's crotch. As she pulled down his zipper she said, "I give great head, Billy, I can give you a time you'll never forget."

Jo Ann regained her self-confidence, she was smiling and acting happy now. Billy figured she needed to be put back in her place. "We'll see. Take my cock out and suck it like a good cock sucker."

Jo Ann hesitated when Billy put it so crassly, but continued unbuckling Billy's pants and pulling them down with his underwear. She immediately went to work with her tongue and hands and lips on Billy's cock, which was already hard from the thoughts of having the most beautiful girl he knew sexually servicing him.

She was right, she did know how to suck cock, and Billy kept egging her on. "That's right, suck that cock," "Use that tongue more, you little cock sucker," "Let me feel that tight throat spasm like the good little slut you are," and on and on.

After about three minutes, Billy lay back on the bed, grabbed the back of Jo Ann's head, and started thrusting into her throat. She just took whatever he thrust at her and kept on working with her tongue on the backstrokes. Finally Billy felt the cum rising from his balls, so he grabbed the back of Jo Ann's head, thrust his cock in all the way into her throat, and held it there while his sperm pumped down her throat. Jo Ann snorted rapidly through her nose and struggled a little to get out of Billy's hold. After his cock had finished it's eruption, Billy released Jo Ann's head. She backed off of his cock, licking the whole time. Then she pulled completely off of his cock, gave it a kiss and started to pull his pants back up. As Billy stood to help in his dressing, Jo Ann gazed up at him from her place on her knees with her perfect face, pretty smile and beautiful blue eyes. Billy saw her self-confidence returning and laughed, "I had no idea you were such a good cock sucker, Jo Ann. Now I see why you're so popular with the guys!"

Jo Ann's eyes widened and her smile was replaced by an expression of amazement.

Helen & Jo Ann (Part 4) Billy gives Jo Ann an ultimatum

Billy sat back on the bed. "So what do we do now? If you thought that was all it would take to erase my proof of your lesbian tendencies, then I think you need some time to think about our respective positions. I expect you to do anything and everything I say in exchange for keeping those tapes - and some pictures I have of the whole scene - private. If you're willing to accept those conditions then be in front of your house at 8:15 tonight. If not than I guess I'll have to anonymously drop off some of the pictures I have at the Christian Academy." He walked over to the VCR, ejected the tape, took it out, and gave it to Jo Ann, who was just getting off of her knees. "Don't worry, I have a copy. Bye, Jo Ann." He opened the bedroom door and waited for Jo Ann to follow.

They walked downstairs in silence. As Jo Ann walked out the front door, Billy saw her morosely look at the tape, then get in to her family's station wagon that was parked in front of the house.

As she drove away, Billy grinned to think of how perfectly he had handled the situation. He strode confidently back into the house. His watch said 6:30, and he suddenly had a double date to get ready for. As Billy showered, he mentally debated how he would punish Helen for the disobedience and indiscretion of telling Jo Ann about her problem with him. At the same time he thought he should test the extent of Jo Ann's submission to him. Billy wasn't into inflicting pain for its own sake, but was considering this method of punishing Helen. By the time he finished his shower and got dressed, he had mapped out his course of action, with adequate options for change if things didn't go as planned.

He first asked his dad if he could borrow the Van, a custom van with four captain's chairs. It was equipped with a wet bar, small bed in the back, sunroof, small TV and VCR, and smoked glass windows. His dad said sure and tossed him the keys.

Billy didn't need his own car since there were two Volvos, a pickup truck (which he usually drove) and the Custom Van to drive whenever he really needed them. His parents also owned a cabin in the West Virginia mountains, a 34 foot boat docked at a marina about 15 miles from home, and a fifteen acre piece of waterfront property. They had bought the waterfront property, which was about five miles away, as an investment years ago but Billy's father had been upgrading it with a boat house, picnic tables, a security system, running water and electricity. Billy had access to all of these "resources" just for the asking as long as they weren't being used by someone else.

It was 7:20, but he had some things to do for the evening. He started by going to his lock box and getting some money and one of the three copies of Helen's Horse tape. Billy's parents gave him a healthy allowance, but photography was an expensive hobby, and stored in the lock box was $1,600 saved from these allowances and other gifts. He then headed out to the custom van. His first stop was the local hardware store, then the local drug store. Finally, it was off to Helen's house. He rang the door bell of the old farm house (the Thompson's got their money and property the hard way, they inherited it), and Sheriff Thompson himself opened the door. The Sheriff knew that Helen and Billy were going out that night and it appeared to Billy that he approved of the date. Billy fully expected this because he was "one of the nice guys" that the Sheriff thought well of. No drinking or drugs for Billy, and he didn't hang around with any of the local "hooligans."

The Sheriff called to Helen and she came out wearing a long- sleeved, button up shirt and blue jeans. She walked up to Billy and announced to her father with a grin, "I'll see you later, I'll get home in time for church in the morning."

Sheriff Thompson was not amused by such humor. "You'd better be home long before church in the morning!"

Billy and Helen waved goodbye as they headed out of the house. When they got in the van and were pulling out of the driveway, Billy noticed that Helen's smile had disappeared. Billy made a comment, and Helen simply replied, "You can make me do whatever you want, but you can't make me enjoy it."

As he drove, Billy pondered the situation that he had placed Helen in. SHe was a very proud girl and had not only been forced to submit to Billy's every whim, but also to seduce her best friend in order to involve her in this obscene relationship. Billy was sure that Jo Ann and Helen had already talked on the phone, if not in person, and that was probably what was causing Helen's depression. This did bother Billy. Little Miss Priss Jo Ann, beautiful, popular, captain of the cheerleaders, and Prom Queen, could use some putting in place, but Helen had been one of the few girls to be friendly to Billy.

Billy wished that he could make Helen understand that she was just a means to an end, his objective was Jo Ann, and Helen just played the middleman (or woman) role in his blackmail plans. But her knowledge of his plan could endanger its success, so he couldn't even hint about the true situation. He could tease her with fragments of his plans for tonight, however.

"You disappointed me today, Helen. I told you to get Jo Ann to eat you and you weren't able to. The way things worked out, I'd probably have been willing to waive that disobedience, but then you told Jo Ann that I was blackmailing you. That wasn't very smart of you. Do you want to offer any explanation before I decide how to punish you?"

Helen shrugged her shoulders. "Will it make any difference?"

Billy quickly replied, "Maybe."

Helen became earnest. "I had betrayed my best friend in the worst way I could ever imagine. My dreams and plans were already in the hands of another person and now I had placed her future in those same hands. I knew that you would use the information you had to blackmail Jo Ann. I also knew that she would somehow tie it to me, so I told her on the ride back to my place the broad basics of the 'arrangement' we have. I figured when and if you dropped the bomb on her, she would maybe still talk to me since I fessed up. Billy, I hated doing what I did to Jo Ann!"

Billy cut in. "You looked to me like you were enjoying it. You were very convincing. If Jo Ann weren't curious, you never would have had to justify your actions to her, now would you?" Helen thought a moment. "Your probably right, but me and Jo Ann have gone through a lot in the last 18 years together and that was probably the main reason for her wanting to let me 'please' myself with her body.” “I'm really ashamed of that, and hated doing it. I only hope that Jo Ann doesn't totally hate me from now on for the perverted things I did to her, and the situation I've placed her in. Billy, I'm willing to do whatever you want for as long as you want, you can even release the pictures and movies of me, but could you please not blackmail Jo Ann, too? I beg you."

Billy laughed at that idea. It was the exact opposite of his intentions. About that time they pulled up to Jo Ann's house. She was standing by the road as ordered, wearing blue jeans and a pull-over top. Billy pulled the van to a stop and climbed in back to open the sliding door. He motioned for Jo Ann to hop in.

She climbed in and sat in the captains chair behind Helen. Billy got back into the driver's seat drove away. All was quiet for the first minute or so. Helen just stared out the windshield, and Jo Ann kept looking back and forth at the backs of Billy's and Helen's heads. Billy turned off onto a dirt road that led back toward the sewage treatment plant and stopped the van. He moved out of the driver's seat and got into the seat behind it, pulling the lever that allowed it to swivel and turned it toward the two girls. He told them to do the same.

As all three turned toward each other, Billy began issuing commands: "Helen, take off your blouse." Helen locked eyes with Billy as she unbuttoned and shrugged her blouse off. She could not help flushing, however, as her large braless breasts were revealed.

"Jo Ann, now you." Jo Ann averted her eyes from both Billy and her girlfriend while she stripped of her top. Underneath, she was wearing a sexy pink bra.

Billy made it clear that she was under the same stricture as Helen was: no bras when meeting with him, so her perfect tits would be available for his pleasure. Jo Ann replied that she understood. She unsnapped her bra and her upthrust breasts burst out. Billy then asked Helen if there was anything that she wanted to tell Jo Ann.

"I'm really sorry about this, Jo Ann." Her voice quivered with remorse.

Jo Ann glared at Helen. "I don't know what made you do what you did. I can't imagine anything that would make me do something like this to you. I always thought our friendship was special, but the way you've made a mockery of it is totally beyond comprehension to me. If you're seeking my forgiveness, I don't think I'm capable of giving it."

Tears rolled down Helen's cheeks and her lips were trembling. Billy saw an opportunity to enter the first phase the night's activities. He got up and pushed two buttons on the console of the dashboard. The first button turned on the 9 inch TV mounted on the console and the second started the video cassettte player with Helen's horse tape playing. After sitting back down, he said, "Jo Ann, here's the tape of what I encountered in the clearing the other day. It's the basis for my control of Helen. I thought that, at the very least, I owe you the knowledge of what makes her obey me so completely. Helen, while Jo Ann is watching the tape, give her your seat and come here and suck my cock."

Helen had been looking at the TV, which showed the shot of the clearing as she came riding up on Galahad. She heard what Billy said, and got up and moved to him on her knees. As she reached up to unbutton and unzip his pants, Billy told her not to use her hands, only her mouth. Helen shook her head pitiously, but set to work to unbuckle Billy's belt, then unbutton and unzip his pants, with her teeth. Meanwhile, Jo Ann had moved to the front passenger seat and turned it until it was facing the TV. She just stared blankly at the screen.

As Helen worked his pants undone, Billy observed that Jo Ann, entrancing in her half-nudity, was just staring at the TV screen, on which Helen had stripped naked . Billy rose a little so Helen could work his pants and underwear down with her teeth and settled back to the feel of her warm mouth engulfing his semi- erect cock.

After a moment, Billy told Helen, "You should get some cock sucking lessons from your friend there, Jo Ann gives one hell of a blowjob."

Jo Ann gave no reaction to this jab, but Helen came off his cock and to quietly ask, "How would you know?"

"After she left your house, she came by mine. She wanted to know what I had on you, so I showed her the tapes of you two together. She blew me to try and get the tapes, but, of course, my price is much higher than that."

The "Oh, my god!" from the front seat got both Helen and Billy to look at the TV, where a naked Helen was starting to play with Galahad's monster cock. Billy grabbed Helen's head and pulled her back to her work as he watched the TV and Jo Ann. As the horse cock began to grow and Helen started licking and sucking on it, Jo Ann murmured, "Oh, sweet Jesus."

Billy's cock head had emerged from it's sheath as he started to react to Helen's mouth and the sights around him. Her tongue started to play games on his cock head and he muttered, "Yea, suck that cock deeper!" as he placed his hands on the back of her head and started to face fuck her.

Helen was obviously not as used to having cocks in her throat as Jo Ann was, she was learning fast. On the screen, in brilliant color, Galahad was humping to the attention of Helen's hands and mouth. Jo Ann sat with her hands on the arms of the captain's chair just shaking her head. Billy released his cock-sucking slave's head and she started a licking and sucking action that impressed him in its fervor. *** After already coming twice today in women's mouths, Billy discovered that his staying power was greatly improved. He looked back at the TV and saw the horse starting to cum all over Helen.

Jo Ann was still sitting there shaking her head, now her almost silent murmur was, "Why Helen, why? Why Helen, why...." Billy was nearing the moment of orgasm, so he grabbed Helen by the hair, pulled her away from his cock, and turned her toward the TV and Jo Ann.

As the TV portrayed Helen laying back down on her blanket and starting the lewd masturbation/cum spreading/licking routine, Jo Ann's eyes grew larger and larger. After about two minutes of this, Jo Ann turned her head back toward Billy and Helen, who were looking at her and the TV. She stared wide-eyed for a moment with her left hand on her forehead, then turned back to the TV.

Billy laughed and pulled Helen's face back to his cock. He wanted all of his cum to spew down Helen's throat. The face fucking continued for a couple of minutes with Helen offering little resistance except when Billy thrust very deep.

As Helen was about to have her tremendous orgasm on the screen, Billy did the same by burying his cock in the back of Helen's throat and ejaculating straight into it. Helen began struggling, but Billy held on for an entire 30 second orgasm then finally released her head.

She lurched off his groin but, after gagging and swallowing a couple of times, returned to lick the cockhead and cock as it started to diminish in size. Billy kept looking back and forth between Jo Ann and the TV while this was going on, and Helen was now getting dressed on the TV screen. Billy stood and pulled his underwear and pants up. He zipped, buttoned and buckled himself back together.

As Helen rode off towards the horse trail, Billy stood and stopped the tape player and removed the tape. He motioned to Helen to sit in the remaining swivel chair, the drivers seat didn't swivel, and handed the tape to Jo Ann, who was still staring at the small TV on the console. Billy pulled up the lever on Jo Ann's chair and spun her around facing the group, and then reseated himself. Jo Ann stared at the VHS tape in her hands. Shaking her head, she looked up at Helen. "My god, Helen, how could you?"

Billy yawned and said, "What do you ladies think about getting something to eat?" Both replied they weren't hungry.

Billy guessed that it was time for phase two of the activities. "I think it's time to learn a little about Jo Ann's sexual history now." He pulled a miniature cassette recorder out of a pocket behind he driver's seat and started it on 'record'. Jo Ann's questioning was about to begin. Billy: "Jo Ann, Helen has already gone through this routine, now it's your turn. You are to answer my questions honestly and without unnecessary hesitation, understand?"

Jo Ann: "I understand, but does Helen have to be here?"

Billy: "I decide who is here or not but I'm open to suggestions. Helen, get out and stand by the sewage treatment plant fence." As Helen reached for her top, Billy ordered her to go just as she was. Helen got out and closed the door behind her and moved against the fence in front of the van. Billy turned the spotting light mounted over the driver's door to focus on Helen and turned it on, illuminating her and the area around her. Billy: "So, how many different men have you had in that sweet pussy of yours?" Jo Ann: "Just two."

Billy: "Other than Johnny, who else?"

Jo Ann: "Barry McVey took my virginity last year."

Billy: "Tell me about it."

Jo Ann: "There's not much to tell,there was a party at his house and it had dwindled down to four of us. The other couple, Chris Songer and Sandy Septer were half undressed in his living room, and he asked what I wanted to do. We had been drinking all evening so I thought, 'What the fuck," and said I wanted to do what Chris and Sandy were doing. He said come on, so I followed him to his room. We made out, slowly undressing until we were naked and then we just did it."

Billy: "How many different men have you had in your mouth?"

Jo Ann: "Fifteen, I think."

Billy: "You think, you don't know?"

Jo Ann: "Well, before the big semifinals playoff game last year against Dunbar, I bet the defensive squad of the team a blowjob against them running around the field naked that they couldn't stop Dunbar from scoring any touchdowns. I Thought that it would motivate the players to play better and felt sure that Dunbar, who had never been shut out all season, would keep me from having to suck them off. Twelve of them took my bet, and I'm sure you remember they played like they were possessed in that game. Well, that night, I sucked and sucked, and have no idea if there were only twelve of them there, but that was how many took the bet. All I remember was drinking a pint of Jack Daniels before I walked into the locker room, then having cock after cock after cock shoved into my mouth." Billy: "Jesus, Jo Ann, what made you do something like that? How come I've never heard about it before?"

Jo Ann: "It seemed like a good idea at the time and started out as just a bet. They wanted me to pull a train for them, but I finally said that I would only blow them. They all swore themselves to secrecy about the entire thing. Luckily they've kept their word, so far anyway"

Billy: "Who were the other three?"

Jo Ann: "Well Johnny of course, and Barry during my virginity loss campaign, and .... Mr. Johnson?"

Billy: "The math teacher at school, why did you suck him off?"

Jo Ann: "I had a borderline C/D in his algebra class and had to get a C to stay on the cheerleading squad. I went to him after school one day and asked what grade I was getting. He said that his records said that I had a 58 average which was a solid D in his class. I asked if there was anything I could do to get a couple of points to make it a C, that I really needed the grade, but he said that he didn't allow extra credit work in his class, something about it being unfair to the other hard working students. So I asked again and stressed the word 'anything' as I came around his desk and unzipped his pants. After one of my blowjobs, I got a B in his class."

Billy: "Have you ever had any sexual contact with any girls other than Helen?"

Jo Ann: "No, Helen was and is the only one."

Billy: "Do you like making it with Helen?"

Jo Ann: "It's interesting but it's not the sex I'm into with Helen, we are very close and I just want her to be happy. She doesn't date much and when she does it's usually just a one or two date relationship."

Billy: "That's interesting. I think Helen feels very close to you, too. How many guys have seen you partially or totally naked?"

Jo Ann: "Obviously Barry and Johnny have seen me naked, and Helen you know about. Other than that there has been no one that you know. This really embarrassing. When I was fifteen, I was at a cousin's house in Annapolis and we smoked some weed. I don't do that now, but was experimenting then. I was with him and two of his friends. We started playing cards. They wanted to play strip poker, but I didn't want to. Finally, they talked me into it. I quit after I lost my bra. My cousin managed to get my clothes back from them, or I would have been up shits creek."

Billy: "Have you ever taken it up the butt?"

Jo Ann: "NO WAY, that's disgusting."

Billy: "How did you learn to suck cock so well?"

Jo Ann: "Would you believe I found a video in my parent's closet? It was called 'Everything you wanted to know about giving head'. It was an hour long and quite educational."

Billy: "Do you use any birth control?"

Jo Ann: "Yea, I'm on the pill. Johnny had been giving me money to fill the prescription every month. But now I guess I'm going to have to get a job or something just to buy birth control pills."

Billy: "I think we can arrange something there. Anything else sexual that you want to tell me? I don't like surprises."

Jo Ann: "Nothing comes to mind right now."

As Billy turned the microcassette recorder off he told Jo Ann she had done very well. She asked if she could have a moment alone with Helen to talk. Billy thought it that for a second. Finally, he smiled and told her to get naked. She frowned and looked like she wanted to object, but removed her shoes, socks, jeans and panties. She then looked at Billy and said, "What now?"

Billy said, "I thought you wanted to go and talk to Helen, you have five minutes, we have some things to do." This caused Jo Ann to smile - one of the few times that she had smiled all evening - as she climbed out of the van and walked over to Helen. They talked for a couple of minutes, quite animatedly sometimes, but quietly so Billy couldn't hear them. Then they hugged and held the embrace while their lips continued to move.

Billy sat in the drivers seat of the van and admired Jo Ann's luscious body. He pert little ass was perfectly round and stuck out from her thighs and slim waist like a hemisphere. Her thighs were tight and taut - Billy knew that she was into aerobics big time - and ended in perfect knees and calves. She had medium sized feet but everything, including her head, hands and feet seemed to be in perfect proportion to her body. This chick could be centerfold if she wanted to. Based on what happened with Mr. Johnson, it was clear that her morals were not a strict as Billy had originally imagined. Helen had more of a husky body, broad shoulders and wide hips and large breasts. But there was little if any fat on her. Her breasts sagged a little, but with their large size, it was only to be expected. Her ass was tight, and her legs, even with her large hips, were firm and shapely.

Helen was about one inch taller than Jo Ann and about two inches shorter that Billy. It struck Billy that they both were pretty tall, since he was 6' 1". He took in the naked Jo Ann and topless Helen and thought about what he was going to do next. Punishing Helen the way he had originally planned seemed cruel now, but he had to start taking control and instilling a little fear and uncertainty.

He decided that their talk had gone on long enough and started beeping the horn in short bursts continuously. The way the girls were dressed, or rather not dressed, they panicked and flew back to the van. They realized that the van was only about 100 feet off of the road in an area that was very popular among teenagers, and so heavily patrolled by the police.

As they piled into the van, Billy stopped honking the horn and laughed. "Find a seat everyone, we're off." Helen sat in the back passenger seat and Jo Ann tried to sit behind Billy, but he ordered her to sit up front. Jo Ann, still naked, climbed into the passenger seat and frantically pulled the lever to swivel it towards the back to keep herself from being seen through the windshield and passenger door.

Billy told the girls to keep both seats facing forward and not to worry, the windows were tinted, so people couldn't see into the van from the street - unless he turned the interior light on. He then ordered Jo Ann to spread her legs wide and play with herself.

The naked girl spat out, "I hope you are enjoying yourself!" to which Billy answered, "Tread lightly, and use those fingers well."

They pulled off onto the back road that went past the sewage treatment plant and headed back to town. Before they got into town, Billy veered left and headed down the road that went into the much more rural sections of the county. The first time Billy turned the interior lights on, Jo Ann reacted by ducking below the dashboard, even though there were no other cars or people in sight. Billy told her brusquely that if she didn't ignore the interior light and continue to finger herself, he would make her walk home dressed like she was. Jo Ann unthinkingly replied, "You wouldn't dare."

Billy immediately pulled the van off the side of the road. "Get out and walk down to that speed limit sign down there," he ordered Jo Ann, "and we'll pick you up , .... maybe." The speed limit sign was about 150 feet down the road and the road had a gravel shoulder and bordered by heavy brush.

Jo Ann's whiny reply: "Please Billy, don't make me do this!" brought an amazed look from Billy. "Ok, then lets make it the deer crossing sign over that hill." The deer crossing sign could barely be seen and was about three times further away than the speed limit sign.

Finally realizing that pleas just made it worse, Jo Ann opened the passenger door and climbed out of the van naked. With one hand over her breasts and the other over her pussy mound, she began runnig down the side of the road, but the gravel shoulder was not very conducive to running barefoot so she moved to the edge of the asphalt.

She moved her hands to her sides, giving up modesty for speed. Billy started to pull out onto the quiet road when Helen suddenly spoke up.

"Do you have to make her do this Billy?"

Billy pulled back off of the road and turned to her. "Do you want to join her?"

Helen responded with a quick, "No Sir." "That's better, she was starting to mouth off and get her confidence back. She needed to be put in her place." He pulled back onto the road. "I was going to lighten up on the punishment I had planned for you tonight because of your cooperation, but that little comment has earned you a full punishment. Why don't you get naked."

As Billy got up to speed, he could see that Jo Ann was approaching the deer crossing sign. In his rear view mirror, he could see headlights looming about a half mile back. The naked Jo Ann crested the hill. He accelerated to the top of the hill and slowed as he passed her. Her firm breasts were bouncing as she dashed toward the deer crossing sign, still about 100 feet ahead. Billy accelerated and pulled off of the road at the sign.

Just as Jo Ann got to the passenger door and opened it, the car behind Billy crests the hill. With the passenger door open, the interior light went on, and Billy watched the car slow as it passed his van. Jo Ann frantically closed the door and the interior light went off. The other car regained speed and was gone.

The naked Jo Ann was panting heavily. "They saw me! If they recognized me it'll be all over town!"

"Nah, they probably didn't even notice your face with that beautiful, tight butt of yours lit up in their headlights as you got into the van." Billy glanced around. Jo Ann was blushing, but ther was obviously pleasure mixed in with the humiliation at his remark.

The now naked Helen was just retaking her seat after removing her jeans and panties. Billy continued simply, "Maybe from now on you won't backtalk me when I tell you what to do, and you won't do anything without my telling you. Otherwise you'll suffer whatever consequences that I fell justified in giving you."

Helen quickly replied, "Yes Sir," and Jo Ann echoed her submission. Billy pulled back onto the road and turned the interior light back on.

He was about four miles from the entrance to his parent's river property and he wanted the girls to 'sweat' a little. The girls obediently sat erect in their seats and kept their hands on the arms of the chairs.

Two cars passed heading in the other direction, but, fortunately for his naked slaves, the speed limit was 55 so they passed too fast for the girls to be noticed. When Billy got to his parent's property, he pulled off onto a small gravel driveway.

After about 50 feet, he came to a locked gate. He got out and unlocked the gate and threw it open, then walked up to a bark colored box mounted on a large tree.

He inserted a key into the box, opened a cover, and pushed some buttons before closing it and removing the key. He drove the van through the open gates and then got out again and closed and relocked it.

He drove through the trees for about 4 minutes, finally coming to a clearing. The clearing bordered the river and exposed a large boat house on the water.

Billy pulled the van up, got out, and unlocked the boat house door. He waved to the ladies to join him. They got out of the van and walked naked down the small incline to the boat house door.

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