They lay together for a few minutes in silence, Ann rubbing Mattie's breasts gently while Mattie breathed deeply with her eyes closed. Then Ann began to speak. "Was that your first time?" Mattie opened her eyes. "Yes. I've, you know, done things with my hands before..." "Masturbated yourself?" "Uh huh. But I've never had an orgasm with another person. Not a boy or a girl." Mattie seemed to be talking almost like a child. She was staring at Ann with a look that was something like love, something like awe. "What about Katherine?" Ann asked. I assumed Katherine was the girl Ann had claimed Mattie had had a `fling' with some years before. "You knew about that?" Mattie said, not too shocked. "All we did was fool around a little, you know, curiosity. The most we did was rub our tits together. I guess she must have told you about it." "Katherine has such a flat chest. She must have gotten lost in your big boobies..." Ann was staring at Mattie's tits as she said this. Mattie laughed shyly. "What about Phillip?" Phillip was Mattie's boyfriend. "Him. Well, he likes to rub my chest through my sweater, and he likes me to rub his... thing... with my hands, you know." "You don't take him in your mouth?" "God, no!" Mattie said, seriously. "He asked me to, but I told him he was crazy." "You give him handjobs." Mattie smiled a guilty smile. "Yeah. But that's pretty much all we do. He asks for more, but I've always been scared. I think he's sort of scared too. Sometimes he can't even... finish." Another shock. Phillip Towne was yet another jock who "got all the pretty girls," or so we thought. Now I was finding that most of these guys did not have one tenth the sexual experience I did, and around school I was a nobody. My whole worldview was changing, or would have been if I was not totally preoccupied watching those two beautiful women lieing naked on the bed together, stroking each other and talking about sex. "I know what you mean," Ann said. "Richard was like that. Now things are different." "Your new guy? He's nice looking, but he's just..." She seemed to be searching for a word, and I guess the word today would be "geek" or "zod", but back then it was probably "nerd." Though I was not really that socially unacceptable, I was just not a member of the elite that girls like Ann and Mattie generally confined themselves to. So she stalled when trying to find a word to categorize me. Ann did not. "He's incredible, Mattie. He's the best thing that ever happened to me. He has a cock you would not believe..." "You've... done it with him?" Mattie's voice was filed with amazed excitement, a giggle barely supressed. "I've done it all with him. I've sucked his cock, I've let him fuck me. Jesus, I've fucked him. Dozens of times. He's incredible. I can't get enough of him." Mattie's eyes grew big as saucers, but that look of delight did not leave. While Ann was saying all this her hand had moved to Mattie's pussy and was stroking it lightly. "So you're still a virgin, Mattie?" "Uh huh," Mattie replied, beginning to respond to Ann's touch. "Except for you, nobody has ever touched me... there." Mattie was staring at Ann's hand, her eyes following its movements. "Touched your pussy, you mean? Your cunt? Your box?" Ann was using words to turn Mattie on, and it was working. Ann's fingers were now rubbing her slit directly and Mattie responded. "Oh, Ann. Yes. My pussy. No one has ever touched my pussy. Oh, my pussy, my pussy..." Her eyes were closed again and Ann nodded to me with a smile. `She's ready' she mouthed. I quietly tip-toed over to the girls, the music hiding any sound I might have made. I was wearing only a pair of gym shorts, my cock making a tent out of the front of them. Ann carefully moved my hand into position and let me take over stroking Mattie's pussy, in one swift, deft move that made Mattie think it was still Ann who was doing her. Mattie's pussy was soft and downy, as nice as Ann's but different in some way. Up close I could see that she had fine red hair above her slit, but it was extremely sparse, almost invisible. She parted her legs as I began to finger her clit, and moaned as Ann placed one hand on her breast. I was suprised that we were able to do this for several minutes without Mattie catching on. Then Ann placed her other hand on Mattie's other breast. She was kneading both nipples while I fingered Mattie's hot box, and still Mattie did not seem to realize immediately that there were now three hands fondling her. Her pussy was getting wetter, her legs were spreading wider, and her hips were just starting to move. Then, suddenly, she realized what was happening. Her eyes snapped open, and she made a little "Huh!" sound and lurched toward the wall, dragging the bedspread with her. "God! God, Ann!" Mattie was almost screaming, except that her voice seemed to have left her and she was gasping at us. "Get out of here! Jesus! I can't believe this!" She was staring at me, eyes full of rage and fear. I glanced at Ann. Incredibly, she was smiling - she seemed to be enjoying this scene. She reached out to put her hand on Mattie's shoulder - Mattie recoiled, but the wall kept her from backing away - and began to speak in soothing tones. "Calm down, Mattie, no one is going to hurt you. We just want to make you feel good..." "Get him OUT OF HERE!" Mattie screamed, her voice now back to it's full volume. "I can't belive this - you people are sick! This is rape, do you know that? Rape!" "Now, now, don't jump to conclusions. I'll tell you what, you hear us out, and if you still want to leave, you can. OK?" Ann was really taking charge; and I felt so turned on by her I wanted to whisk her off to our love nest and fuck her silly. "Conclusions! He had his HAND in my.... God, Ann! I'm going to call the police!" Mattie was hysterical, but I noticed that she was glancing quite frequently at my bulging gym shorts. Ann noticed it too. "Fine, fine, you do that. After we have our say. Deal?" "Oh right, Ann, whatever." She was covering herself with the bedspread, but most of one breast was still exposed, and I could see her nipple was erect. "We are into sexual play, sexual adventure, Mattie, and we thought we'd like to share a little of the good stuff with you," Ann began, sounding as though she'd thought all this out ahead of time. I was impressed. "You're probably my best friend, after all, and I want to share my..." "Friend. That's a laugh." Mattie glared, but could not help staring at Ann's still-naked body. "Well, now, you don't know some things that I do, so maybe you are not the best judge." Ann smiled at me. "Why don't you intruduce Mattie to Sir Richard?" "My pleasure," I said, and slipped by gym shorts down below my balls. My cock, fully erect and throbbing in the warm air, stood out proudly for all to see. Ann reached out to touch "him" and began to stroke the shaft lovingly. I dropped the shorts the rest of the way to the floor and stepped out of them, then dropped to my knees on the edge of the bed, my knees spread wide to give Ann access to my balls. Mattie tried to back away farther, but her eyes were glued to my dick. "See, Mattie? Isn't Sir Richard beautiful?" "God," Mattie said, staring, "you take that inside you? He must be a foot long." Her eyes were exaggerating, of course. "Mmmmmmm, yes. Every chance I get." Ann was staring at my cock, and I motioned with my eyes back to Mattie. Don't forget Mattie, Ann, I was trying to say. She seemed ready to forget the whole thing and suck me off right there. Her eyes registered my look and she snapped out of it. "Now, Mattie," she said, looking her in the eyes. "You can't tell me you are not interested in this lovely meat. If you want, we can share him, and we can enjoy each other too." Ann's voice was back to that warm, aren't-we-great-friends tone she had used when talking to a memeber of the clique. Mattie was obviously turned on - she had let the bedspread drop quite a bit, and now both nipples were exposed, and standing erect, her long red hair falling on them. The combination of that view and Ann's stroking had me feeling very nice. Too nice, in fact. I was afraid I was about to give Mattie a protein shower... "Forget it, Ann," was what she said, her voice very shaky. "I'm getting out of here." And she began to move toward the foot of the bed. Later Ann and I would talk about this - we had both realized that while Mattie wanted everthing we were offering, her fears and her upbringing simply would not allow her to give in to her own lust. Ann grabbed her arm. "Wait, there's more." She looked at me. "We did not want to have to do this," I began, stepping away from Ann's grasp and walking around to the footboard, blocking Mattie's progress and showing her my stiff cock again. "But I was not in that closet alone." "OmiGOD, you mean there are MORE guys in there?" She looked at the closet with horror. "No, no," I chuckled. "I meant I had my camera with me. I took some very interesting photos of Ann eating that lovely little pussy of yours." Mattie blanched white again and pulled the bedspread back up. "Pictures? That clicking sound..." she said, her voice small again. "Yes," Ann said, "and we can develop them ourselves." My ears pricked up at the "we". "Now, I don't think you'd want copies of those pictures to find their way onto Mr. Weismann's bulletin board, would you?" Weismann was the drama teacher. "No," Mattie whispered. "But neither would you, Ann. How can you do this?" There were tears in her eyes, but she was still staring at my cock and Ann's tits, occasionally running her pink tongue over her lips. "It would not bother me a bit, besides, my the back of my head was to the camera most of the time. They might guess at me, but I'd assume you are very recognizable." "Easily," I said. "As to how I can do this, well, let me tell you, Mattie my love: for as long as I can remember we, all of us in the A N T D club, have thought we were so much better than everyone else. But we were missing out. We were kidding ourselves. I would not trade my man for the whole bunch of them, and I want you to understand why. What life is all about." "Sex is not what life is all about, Ann," Mattie said, but her voice lacked any sort of conviction. "Spoken like a true virgin. How can you criticize what you've never had? Let me tell you, once you've had Sir Richard in you, you'll sing a different aria all together." As with Ann before, Mattie sat thinking for several minutes. As though she was turning the options over and over in her mind. Part of her wanted to join our party, of course. Her nipples and her gaze said that. But she was held back by the basic moral forces that had kept her a virgin, and these were strong indeed. Now she was faced with a threat. Would she see this as a way to have her fun without blaming herself for it? That was what Ann had done, I was sure. "If I don't do what you want," she began, slowly, thinking it through, "He'll show those pictures around school?" "I will," Ann said, suprising me. Finally, Mattie sighed. "OK, what do you want? What do I have to do?" Her tears had dried, but her face held an enigmatic expression. Was she yeiding to rape, or to her own feelings of lust? My mind was reeling. We had her! Soon my cock would be between those lips, and buried in that cunt. "Do?" Ann said, "why, all you have to do is enjoy yourself. Is that so bad?" "I meant, how far do I have to go? How much do I have to do?" Mattie's eyes were nervous, excited. Ann smiled and reached behind her to stroke my cock again. "Everything, Mattie. You have to do everything." more to cum....