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Archive-name: Fantasy/shorelv.txt
Archive-author: 
Archive-title: Adventures of the Phoenix

                        Part I - Shoreleave


Chapter 1

    The three starcruisers slowed as they entered the Orion star
system.  Long, sleek, and triangular in shape, they cut an imposing
figure; for these were representatives of the Imperial Fleet.  The
small private ships, merchant vessels, and scows, gave them wide
berth.  This was more than just a group of warships--this was the
First Wing, the pride of the Fleet.
    Lord Shardin sat in the command chair of the flagship, the
Phoenix II.   "Stay alert, men," he rumbled.  "This is the roughest
sector in explored space."
    "Aye, my Lord," several officers replied as they concentrated on
their control panels.
    Lord Shardin was one of the more unusual members of the Galactic
Empire.  He was a seven foot tall, bipedal cat--complete with
whiskers, a tawny mane, and a long black tail that twitched when he
was nervous or excited.  His face was somewhat human, and somewhat
lion-like.  His green eyes had a cat's slit-like pupils, and his ears
were furry and black.  His mouth was the most human part of him, with
a tongue and musculature that made complicated speech possible.  But
his teeth were sharp like a lion's.  His hands were also human-like,
except for the fur and sharp claws.  (As a favor to his lady-friends,
he kept his claws filed down very short and blunt.)
    Our description of Lord Shardin would be woefully incomplete
without mentioning a very special talent unique to natives of his
planet, Zvingai.  He, and most Zvingaians, had a strongly empathic
mind.  He could sense the emotions of those around him.  And if he
touched their foreheads with his fingertips, he could 'see' with his
mind what they were thinking, and could also send images from his mind
into theirs.
    In addition, Lord Shardin had one more very special talent--rare
even among his own kind.  When in physical contact with human females,
he could send bursts of neural energy from his brain directly into
that portion of a female's brain which causes an orgasm.  Needless to
say, word of such an unusual talent spreads quickly: Lord Shardin was
the most popular male in the whole ship--perhaps in the entire fleet.

    				*	*	*	*	*

    "My Lord, the planet Orionis bids us welcome," an ensign at the
communications console announced.  "They also invite us to spend a few
days of shore leave on their planet."
    Shardin chuckled.  "They would!  The worst pack of pirates and
slave-traders in the galaxy wants us for guests!  They just want to
see what they can steal from us.  Oh well, it may not be Dalton's
Dream Planet, but it will have to do, I guess.  Shore leave is
authorized.  But our female crewmembers will each have to be escorted
by at least one armed male for safety."
    "Aye, sir!" Then,  "Attention all hands.  Shore leave is in
effect.  Sign in with central computer to reserve your planet-time. 
Females must have a male crewmember along for protection--sorry
ladies--and all crewmembers must be armed.  "Have fun, gang!   Bridge
out."
    Lord Shardin stool up, stretched, and looked over at his First
Officer, Sha'teem, who was a handsome, olive-skinned, black-haired
humanoid.  "Number One, you have the bridge," Shardin purred as he
straightened his long black cape.
    "Aye, sir!" Sha'teem replied with a knowing grin.  His own
shore-leave would be slightly delayed, but he didn't mind giving his
captain first shot at a little debauchery.
    				*	*	*	*	*

    Lord Shardin got off the turbolift at deck G-3 and soon found
himself buzzing a doorbell.  An attractive woman opened the door, and
her eyes lit with excitement as she saw him towering over her.
    "My Lord, come in! Make yourself at home.  My quarters are
yours," she beamed.
    Shardin chuckled and wrapped an arm around the woman as he
entered.  "Hello, Sharon.  I suppose you heard about shore-leave. 
Would you care to accompany me?"  He stroked her long blond hair, and
rubbed his cheek against it as he spoke.  Sharon was one of his
favorite women on the ship.
    "Oh yes!  Thank you my Lord!" she exclaimed, impulsively hugging
him.  Just the thought of what this insatiable, affectionate man-cat
could to to her already had her excited.
    Shardin accepted the embrace graciously, and countered by
leaning down and kissing those soft lips that were begging to be
plundered.  He felt her pelvis press close against his, and then felt
arousal stiffening him, readying him for action.  His fingers itched
to make contact with her forehead--to drive her wild with ecstasy and
to enter that pulsing body right then and there.
    But no, he thought as he gently disengaged her arms from his
waist.  "Not yet, sweetheart.  Wait till we get to the planet.  The
pleasures that await us are too precious to be blunted by going down
there already tired and satisfied."
    "What is there on this planet that's so special, my Lord?"
Sharon asked, already aroused.
    "I know a place that is so...well, it's almost beyond
description.  But it's like a dinner theatre, except the live
entertainment is very sexual and erotic.  And the tables are secluded,
where you have a great deal of privace while you eat...or do other
things...."  He playfully stroked her breasts as he spoke, watching
the nipples grow taut and hard.
    "That's unbelievable!" Sharon said breathlessly.  "You mean we
get to watch people on a stage making love, while we eat and make love
ourselves?  Oh, let's go!"
    "Well, hurry and change into something seductive, dear.  Oh, and
don't wear underwear.  I want you easily accessible," he purred as he
gave her nipples one last gentle pinch.  Then he sat down and enjoyed
his own private show as he watched Sharon changing clothes.
    				*	*	*	*	*

    The shuttle deposited Lord Shardin, Sharon, and about a dozen
other crewmembers in the heart of Zeirpahl, the capital city of
Orionis.  The whole city had a carnival atmosphere, with very frank
displays of sexuality among its inhabitants.
    "These people are very uninhibited," remarked Sharon as they
walked arm-in-arm past a park.  On the grass, under the trees, and
behind bushes she could see couples locked in passionate embraces--
clothes pushed up out of the way, pelvises arching and squirming--
totally oblivious to the stares of the outworlders.
    Shardin grinned with pleasure as the emotions of the copulating
natives flowed into his empathic mind.  He had been here before,
unlike Sharon, and he was well aware of the amazing varieties of
pleasure waiting on every corner.  He was also aware of the dangers.
    "Sharon, these people believe in enjoying themselves mightily,
but they also believe in capturing anyone they can--male or female--
and selling them as sex-slaves.  That's why we're all armed, and why
you have to stay close by me.  Don't even go to the bathroom by
yourself on this world, love!"  Sharon locked her arm a little tighter
around her captain's, as they walked toward the nightclub where they
would eat.

Chapter 2

    "Table for two, front row, first class.  Come this way, my
Lord," the head waiter said as he bowed to Lord Shardin.  Shardin
smiled down at Sharon, who was fairly dancing on air with anticipation
beside him.
    "Sharon, you can call me Zarth, instead of 'my Lord', while
we're on shore leave," he murmured as they walked behind the waiter.
    "Thank you my...I mean, Zarth." she replied shyly.
    They now entered a screened cubicle with a low table.  There
were many cushions on the floor, and the back wall had a low padded
cushion to lean back against.  They sat down  and leaned against the
soft padding.  In front of them was their table, and beyond was a
circular stage which was brightly lit.
    As Sharon looked across the stage, she could just barely make
out other tables and other couples being seated.  They were part of a
circle of tables, with each table screened on the sides by partitions
for privacy.  The waiters would come through the door just behind and
to the left of where they sat.
    "Zarth, won't the servers interrupt some rather private goings-
on to bring the food?" Sharon asked.
    "No, love.  The food and drinks are all brought in at the
beginning, on a large tray, and the servers don't return unless you
ring for one."
    "How convienient!" she murmured, settling back against his chest
and turning her face up to nuzzle his furry neck.  She was pleased to
hear his purr of contentment as he drew her onto his lap and encircled
her with his arms.
    The food quickly arrived, and was set out by a nearly naked
young man of sixteen or seventeen, whose small loincloth had an
unmistakeable bulge in the front.  He obviously enjoyed his job. 
Shardin grinned at Sharon, as she eyed the bulge, and then addressed
the boy.  "I bet you get some interesting tips in this place, don't
you, boy?"
    "Yes, master, very nice tips," the young slave murmured, smiling
as he set out the food.  Shardin placed a monetary tip in a pouch
hanging from the side of the loincloth, then asked the boy, "What
other kind of tip is your very favorite to receive?"  He winked at
Sharon, who was by now grinning wolfishly.
    "I like most anything you can think of master, but mostly I like
it when a strong man gives the tip.  They are so firm, and their hands
are so nice."  He glanced shyly up at Shardin, who looked a little
surprised.
    "I've...uh, never tried anything with a male before; but I
suppose just this once..." Shardin said with a wry expression.
    Sharon giggled at his discomfort.  "Why don't you use your mind-
meld on him?" she whispered.
    "I don't know if it works on males.  But...I guess it might be a
fun experiment." Shardin grinned sheepishly.  "Kneel down here, boy!"
    The boy went down onto both knees, legs wide apart, with his
hands on top of his thighs.  The bulge in front of of his loincloth
pulsated with excitement.
    "Take that loincloth off first, boy.  I want to see what I have
to grab!" Shardin growled in mock anger.  The boy hurriedly obeyed,
then kneeled down again, knees even further apart, with his exposed
shaft painfully erect and begging for attention.
    Shardin winked at Sharon, reached down and grabbed the boy's
phallus in one hand, and began gently squeezing it rhythmically.  His
other hand went to the boy's forehead.  The little pulses of energy
began to slide from his powerful mind into the boy's brain as he
searched for the right location to home in on.  Shardin felt the boy's
pelvis suddenly arch.  "Ah! Found it!" he thought, smiling.  He then
flooded that small spot on the boy's brain with energy, pulsing in
rhythm with the squeezing of his hand on the throbbing penis. The
slave moaned with pleasure and began pumping energetically.
    At this point, Sharon got in on the fun by reaching between the
boy's parted thighs and tickling his balls lightly with her
fingertips.  A few seconds of these combined sensory onslaughts was
more than the boy could stand.  With a strangled groan of ecstasy, he
ejaculated into the air.
    Shardin released the boy's forehead, but held the throbbing
penis a few moments longer, watching with amusement as little squirts
still pulsed out of it.  Finally it stopped, and he let go.
    "Ohhh! Thank you master!  You have amazing powers in your mind,"
the boy panted.  "Do you come from the gods?"
    "Not at all, boy!" Shardin laughed as he washed his hands in the
tiny sink built into the side of the table.  "Now, get back to your
work, before your owner comes looking for you with a belt."
    "Yes, master.  If you need anything at all, just ring the bell." 
Then the grinning, satisfied slave left--putting his loincloth back on
as he went.
    Sharon got back in Shardin's lap, still chuckling.  "Did you
enjoy yourself, Zarth?" she teased him.
    "Well, it was a totally new experience for me, I'll say that
much!" he laughed.  "But young boys just aren't my 'cup of tea'.  I
prefer females squirming in my grasp."  He tickled Sharon, and was
promptly rewarded by frantic squirming and giggling.  Then they
settled back and began sampling the food and wine.
    "Oh look, the show is starting," Sharon whispered as she leaned
back against Shardin's chest.  She hiked her skirt up slightly as she
sat between his legs, so that she could feel the cool satin of the
pillows against her already-moist groin.  She lovingly put a few
morsels of the exotic food into Zarth's mouth, then leaned back
against him to watch the show.
    A man and woman--basically humanoid--began dancing in an erotic
fashion to music that had a Middle Eastern flavor to it.  As they
sidled back and forth around each other, they fondled each other's
genitals, all the while moving rhythmically to the beat of the music. 
And piece by piece, their clothes came off, also in rhythm with the
music.
    Sharon watched in growing excitement as this sexual performance
very slowly unfolded before her.  As she put a succulent piece of
seafood into her mouth, she felt Zarth's hand slide down between her
legs.  "Mmm..." she sighed, spreading her legs as she relaxed in his
arms.
    The dancers were almost ready to engage sexually, and Sharon was
moving her pelvis up and down to the rhythm of Zarth's fingers as he
rubbed her clitoris.  The female dancer was kneeling often during her
performance, and giving her partner's erect shaft some slow,
languorous licks with her tongue.  The man on stage moaned with
pleasure, and stood spraddle-legged, thrusting his pelvis back and
forth.  Each time, the woman would coyly hop up and dance away from
him.  As the man finally kneeled down, face up, the woman approached
and presented her loins to his tongue while standing stiffly, legs far
apart.  As her pelvis began to arch, the man jumped up, grinning, and
grabbed the woman.  He carried her, struggling, over to a pallet on
the stage floor, as the music intensified.
    Sharon, in the meantime, was groaning and throbbing on her own. 
Finally, she turned around facing Zarth and straddled his loins.  He
quickly unfastened his pants, and she mounted the large phallus that
now protruded from his lion-like sheath.  "Ooh, that feels good,
Zarth," she murmured as she ground her pelvis back and forth against
him.
    Zarth encircled the young woman with his arms and rose onto his
knees, carrying her with him, impaled on his rigid organ.  Turning to
the side so Sharon could still see the show, he began pumping his
pelvis up and down.
    Sharon wrapped her legs around Zarth's body and wriggled with
pleasure as he thrust her up and down effortlessly.  She stroked his
muscular back with her fingers, feeling the muscles twitch as she
tickled him a little.  The dancers were coupling now--with the woman
on her hands and knees, her back arched, rear end up, knees spread
wide.  The man, on his knees behind her, was thrusting in and out of
her while he reached around her and caressed her breasts.  The woman
moaned and dropped to her elbows, laying her forehead on the pallet as
they pumped with the rhythm of the music.  The man's hands slid down
her belly  and began to rub her clitoris as he lustily pounded his
penis in and out of her loins.
    Zarth laid Sharon down on her back on the soft cushions, still
thrusting within her.  His own passions began mounting in time with
those of the performers.  The tips of his fingers touched Sharon's
forehead, and she sighed, "Oh yes, Zarth!  Please...do that to me. 
Fuck me with your mind, too!"
    His mind pulsed the energy into that special spot in her brain,
in rhythm with his own thrusts, in rhythm with the man and woman on
stage.  Sharon felt the electricity, not in her mind but in her
pelvis...spreading, pulsing, aching.  She held Zarth tighter, and
ground her loins against him, smothering her moans in the fur of his
chest.  The waves of pleasure rode higher and higher, finally cresting
as she shuddered, cried out, and arched her pelvis against her
marvelous captain.
    Zarth felt the spasms in Sharon's vagina as she climaxed, and
poured more energy into her--bringing her orgasm to an almost
unbearable height of clenching, shuddering frenzy.  Then he eased back
out of her mind and concentrated on his own orgasm, which was not far
behind.
    Zarth and Sharon were now way ahead of the couple on the stage. 
He pounded hard and fast in and out of her tight, wet sheath.  As he
felt his own climax rising, he pushed his face into the cushion to
smother the loud lion's roar which always came forth when he
ejaculated.  Even muffled, it was audible, and he wondered how many
heads might have turned to look for the pet lion someone had brought. 

    As his orgasm--and Sharon's--subsided, he shuddered a little
with the aftershocks and collapsed on top of her.  "Ouch!  Zarth,
you're too heavy!" her voice squeaked beneath him.
    "Sorry love," he panted, and rolled over, putting her on top. 
"That better, baby?" he whispered, pulling her even closer and kissing
her passionately.  Thoroughly exhausted, they lay quietly and watched
the show.
    The performers had now changed positions, and the man was bent
over the woman's parted thighs.  His tongue teased and enticed her
throbbing clitoris, and she arched and moaned, trying to push hard
against his tongue and gain the blessed relief of orgasm.  But he
wouldn't let her off so easily.
    He then rose and straddled her face, making her work on him for
a while, still in rhythm to the pulsing, erotic music.
    "Zarth, are they really doing all this, or is it just acting?"
Sharon whispered as she squirmed luxuriously on top of his body.
    Zarth chuckled and also squirmed a bit, still feeling pleasure
in that part of him still embedded in her loins.  "They're really
doing it, honey.  He'll eventually ejaculate, possibly in some way
that will allow the audience to see it.  But not before some more
diversions and actions.  I've seen this act once, and there will be
another man to come in rather soon, and it gets a little kinky then. 
you might find it a bit disturbing."
    "What will they do that's so bad?" she murmured sleepily.
    "Just wait and see for yourself, sweetheart," he smiled.
    "Do they get paid to do this?"
    "No, I doubt it.  Those are two slaves out there, probably owned
by the same master.  And the third one to come probably is, too.  They
have to perform well, or their master will take a strap to them
later."
    "Doesn't sound like a very nice man, to me."
    "Actually, the owner may be a woman just as easily as a man. 
But you're right.  Not a nice person to have to obey.  This is a very
barbaric planet."  He then yawned.  "I think we'd better sit up before
we fall asleep, dear."
    They got up and settled back against the wall again, drinking
some wine and sampling more delicacies on the table while waiting for
the third member of the act to show up.
    
Chapter 3

    Sharon and Zarth watched in peaceful contentment as the man and
woman began copulating in earnest--all foreplay over.  Suddenly
another man rushed onto the stage, shouting and gesturing angrily.
    "That's the angry husband, discovering his wife fooling around
with his best slave," Zarth whispered to Sharon between sips of wine.
    The angry man took his belt off and started whipping the still-
entwined couple with it.  Sharon gasped.  "Are they really getting
hurt by that?"
    "Probably not much," Shardin said, shaking his head.  "Those are
only light blows he's giving--more noise than impact.  So that part,
at least, is just acting.  But it gets wild from this point.  The
restaurant tries to cater to all kinds of tastes, I suppose, but they
leave mine behind about this point.
    The scene continued for a few moments, as the man's wide belt
smacked whatever target the struggling couple provided.  Then they
rolled apart, cowering in fear.
    The angry husband--and master--pointed a finger at his male
slave, who tremblingly assumed an obedient position of submission:
down on his knees, legs far apart, head down, and arms at his sides. 
His master then pushed on the young man's chest, forcing him to lean
backwards until his hands had to reach back to the floor to hold
himself up.
    The naked slave was now leaning back, knees still spread, feet
tucked under him, with his still-erect cock and balls helplessly
exposed to the master's belt.  Sharon gasped as she saw the belt begin
smacking it's target mercilessly.
    "He's not hitting him hard, Sharon.  It's only an act, now,"
Shardin whispered, though he himself had his doubts.  He pulled her
back into her lap and stroked her body soothingly, to distract her
from the disturbing scene.
    Then the woman, who had been cowering on the pallet, rushed to
the aid of her lover.  She threw herself on top of him to protect him. 
Her husband continued using the belt, only now on her bare, wriggling
bottom.  Somehow during the course of the whipping, her loins again
found the slave's throbbing penis, and the two joined once more.  The
husband/master dropped his belt, dumbfounded at the spectacle.  As he
watched, he discovered a new feeling growing within him: arousal.  He
loosened his pants and brought out his own erect shaft.  By this
point, the rutting couple had turned over, so his male slave was on
top, knees drawn up, backside temptingly exposed to his angry master's
lust.
    The master dropped to his knees behind his slave, and mounted
him quickly and brutally.  The slave winced and looked back in
surprise at the sudden penetration, but then continued satisfying his
lusts on his master's wife.  The master began pumping energetically
against his slave's wide-open rear, satisfying both his anger and his
new-found lust.  The music set the pace for the trio as they thrust
against each other, with the two males reaching a climax
simultaneously.
    But just as the slave  was beginning to ejaculate, the master
pulled him backwards, hard and suddenly, so that he was jerked out of
the woman.  He fell over backwards, still impaled on his thrusting
master, and his semen spurted out of his exposed shaft in view of the
whole audience.  He groaned and pumped at the air as his orgasm
continued without the aid of a vagina, while his master grinned
vengefully and pumped his semen into the comfortable tightness of his
slave.
    The woman lay spread open, still throbbing, denied the climax
that she was so close to attaining.  The master dismounted, dismissed
his now-obedient slave, and walked over to the woman as he tucked his
satisfied organ back into his pants.  He picked up the belt again, and
the woman cowered, clutching her groin with both hands.  He barked an
order at her, and she turned over, face down.  Another order, and her
knees pulled up under her, hiking her butt up in the air, with her
legs spread wide apart.  Another order, and one of her hands reached
under her own body and found her swollen clitoris.
    The woman began stroking her aroused organ as the man stood over
her, one foot on each side of her body, with his back to her head.  He
was facing her squirming backside--stuck so high above the rest of her
body--and suddenly, he came down with the belt...smack!
    Sharon jumped with surprise--even as the woman on stage jumped
when the leather belt arched straight down between her 'cheeks' and
slapped against the lips of her vagina.  The woman doubled her efforts
with her fingers, trying to bring herself to climax quickly.  She knew
the belt would smack her again, and again, until she climaxed.
    Somehow Sharon figured that subtle bit of information out, and
watched in suspense as the woman strived to ignore the pain (or was it
arousing her?), and build up the pleasure in her loins.  Sharon found
Zarth's hand massaging her own aching groin gently, and realized she
was becoming aroused again.  His fingertips touched her forehead, and
she leaned back against him to enjoy the pleasure he wanted to give
her, and closed her eyes to the debased spectacle on the stage.
    As the woman on stage became more and more aroused, her pelvis
instinctively began thrusting up and down, as if she were rutting on
an imaginary lover. These thrusts also made her rear push rhythmically
up higher into the air to meet the belt that invariably came down at
just the right moment.  The thrusting and the whipping achieved a
harmony with the ever-pulsing music, and the woman climaxed, crying
out and grinding her pelvis into her fingers as the belt stopped
smacking.
    At the same time, Sharon ground her clitoris against Zarth's
hand and moaned with her own orgasm.  The lights on the stage began to
dim.  The show was over.  Sharon lay back against her captain, totally
exhausted and happy.  Zarth grinned and stroked the young woman's
hair, kissing her with gentle affection.
    "Did you enjoy yourself, sweetheart?"  he whispered in her ear
as she snuggled in his arms.
    "This place is totally...absolutely...unbelievable!" she
murmured with a chuckle, and opened her mouth for the grape he held to
her lips.  She rested and enjoyed passively being fed tidbits of
exotic food by her captain, while she dreamed about what other
exciting pleasures might be found on this decadent planet.

Chapter 4

    Sharon and Lord Shardin stood together as they waited for the
shuttle back to the ship.  "Can't I stay on the planet with you for a
while longer, Zarth?  It would be lots of fun," Sharon pleaded, as she
kissed him and nibbled his furry ear.
    "Sorry, honey, but this planet is just too risky for a beautiful
woman like you.  I want to know you're safe on the ship while I do
some scouting around on the bad side of town."
    She snuggled under his long cape, and stroked his cheek and
neck.  "Oh, all right.  But you be careful, too.  I'll be worried
about you while you're down here.  What are you looking for here?"
    "I thought I would check out the slave auctions in the west
quarter.  See if I can't rescue one or two promising young ladies and
bring them back to the ship, as trainees.  Deck G-3 is still a little
empty, in my opinion."
    "Ah, I should have known you'd be thinking of that, you old tom-
cat!" she snickered as she playfully ran her hand caressingly down the
ever-present bulge in his pants.
    "Mmm...why is it I can never get enough of that?" he sighed with
pleasure, wrapping his cape more snugly around them to give more
privacy to her actions.  A few other crewmembers looked in the
opposite direction, smiling slyly at one another as they heard their
captain purr softly with contentment.
    "Here's the shuttle, my girl!  Don't worry...I'll be back up
there in a few more hours."  He kissed her passionately, holding her
tightly and moaning softly as she caressed the bulge in his snug-
fitting pants again.
    "Zarth, be careful; and thank you for a most unforgettable
evening.  It was wonderful--and so were you!"  She kissed him, gave
his crotch one more playful pat, then hopped onto the shuttle.
    As Sharon relaxed in the shuttle, she thought about her life on
the ship.  She had been a hooker on an obscure planet called Earth,
before she was spirited away and found herself on Lord Shardin's star
cruiser.  Several other prostitutes had been taken from Earth, too,
and now they were all her friends and fellow trainees for careers in
the fleet.
    The Fleet liked to keep a good male/female ratio on their ships,
for morale.  But not many women with the Empired enlisted, so they
solved the problem in another way.  Every inhabited planet in the
galaxy had prostitutes.  It was also a known fact that those women led
lives of misery, abuse, and hopelessness.  So the ships of the fleet,
at their own discretion, would abduct a few prostitutes from time to
time.  Their societies would never miss them, and their lives would be
so radically improved that the girls would feel they had been rescued,
not abducted.
    They were educated, trained to be useful crewmembers on the
ships, and treated with affection, compassion, and respect by the male
crewmembers.  No 'official' demands were made of them sexually--they
were no longer prostitutes--but they were usually so grateful for
their improved lives that they reciprocated of their own free will. 
They were happy, and they kept the males happy.
    These trainees always lived on deck G-3 on the Phoenix II, and
the deck had acquired the nickname of 'P-deck', in honor of the former
prostitutes quartered there.  Sharon smiled a little as she thought
about Zarth 'rescuing' a couple of sex-slaves from the auction.  The
ratio between males and females was pretty good already, but with an
insatiable, sex-hungry lion aboard, they could always use a few more
girls!
    				*	*	*	*	*

    Lord Shardin strolled through the marketplaces, soaking in the
atmosphere of this disreputable city.  The slave-auction building was
just ahead.  He had pulled this stunt once before, and it was such
fun!  Buy a female slave, lead her away, then tell her that she is to
be a crewmember in the Imperial Fleet--that she is no longer a slave. 
It was such fun to watch the fearful cringing change into hope, then
finally into exuberant gratitude as the woman realized she had been
rescued from a life of degradation.  He might even buy two women, if
his money held out.  Two naked women expressing their gratitude to him
would be even more fun!
    Lord Shardin reached the auction and moved up toward the front
of the crowd so he could see the 'merchandise' better.  Aliens of all
varieties made ample room for this tall, regally dressed officer of
the Fleet.  The auctioneers also saw him and bowed respectfully,
increased profits shining in their eyes.  They would bring out some
special prizes to tempt this powerful aristocrat from the Empire.
    Shardin leaned against a post and watched passively for quite a
while without bidding.  He needed to get a feel for how much to bid
first, so he wouldn't make a fool of himself.  But as each young woman
or man was brought out, and he sensed the fear emanating from the poor
victim, he found it hard to resist the urge to bid.  He wished he
could liberate the whole bunch.
    There was a standard routine to this business of selling sex-
slaves.  First of all, they were always naked, and had their arms
bound behind them.  This position showed the females off especially
well, since it caused their breasts to stand out proudly.  If a slave
tried to cower or slump, a soft leather strap was applied to various
parts of their bodies, to the delight of the raucous crowd.
    Many of these people had no intentions of buying--they only came
to watch the show.  And it was often quite a show!  As the bidding
began on each slave, the handler would always fondle the slave--male
or female--to get them aroused.  If they resisted, he would sometimes
whip them.  But in the case of females, this particular handler would
simply throw the woman to the deck on her back, pin her legs far apart
with his own legs, and continue arousing her against her will.
    Of course, the bids would always sky-rocket during this
'procedure', and the crowd would yell suggestions and 'helpful' hints
to the busy handler.  Shardin chuckled as he watched yet another woman
squirm and shiver with involuntary pleasure under the relentless hands
of this professional.
    This handler used a much different tactic when the slave was a
young male.  He would force the slave to stand with his legs far
apart, pelvis thrust forward, facing the audience, while the handler
stood behind him.  He would then reach around the young man's neck
with one arm, pinioning him, while his other hand reached around to
stroke, slap, and pump life into the man's often flaccid organ.  If
the slave dared to move his legs or struggle, the handler would reach
for the strap hanging on his belt-hook, and use it on the helplessly
exposed genitals, while still pinioning the young man's neck with his
other arm.
    The application of a soft leather strap always had the amazing
effect of arousing, rather than deflating, the slave's throbbing
shaft.  In addition, it drove the crowd wild, and the prices shot up,
especially among the wealthier ladies in the crowd.  If one of these
ladies bought a young male slave, you could be sure she would have a
leather strap hanging conveniently on a wall, and that it would be
used often.
    However, the handler also had more ejoyable tactics which he
employed to titillate the crowd.  With one particular male slave, the
handler invited several of the female bidders to come to the edge of
the stage, while he had the boy kneel on the stage's front edge, knees
wide apart, pelvis thrust forward.  This slave was not struggling, and
was already very aroused and willing to obey anyone.  The women
snickered as they stroked and played with the boy's large, rigid
shaft, and he bucked and thrust against their hands and moaned as he
leaned back against the handler with his eyes closed. All his most
wonderful adolescent fantasies came to life as the women took turns
squeezing and pumping his engorged penis. After a few minutes, the
slave-boy ejaculated wildly into the air, to the delight of the women
and the entire crowd.  Needless to say, he brought a good price, and
was led away by the middle-aged woman who had been pumping the boy's
cock at the time he ejaculated.
    "Well, I guess a few slaves enjoy their lot in life," Shardin
mused with a grin as he watched the satisfied, happy boy leave.
    Then a strikingly beautiful young woman was brought onto the
stage, and Shardin stepped forward with interest written vividly
across his face.  She had red hair--long and wavy--a porcelain-
delicate complexion, and a slender, aristocratic face.  Her eyes were
as green as his, and more importantly, she had a look of smoldering
anger, rather than fear, in those eyes.  She squared her shoulders and
stood proudly, defiantly, and stared her audience down.  "She'd make
one hell of a security guard!" Shardin mused, impressed with the
girl's dignity and bearing.  This was the one he had to save, even if
it took every credit he had.

Chapter 5

    "Ladies and Gents, I have a rare treasure to offer you now," the
auctioneer spoke with pride, glancing at Shardin hopefully.  "This is
a young woman captured by a raiding party on a remote planet beyond
sector 10.  She has never been a slave before now, and this is her
first sale.  She's not a virgin, but she's not what you would call
'experienced' either."
    Shardin looked at the young woman.  "Beyond sector 10..." he
silently mused.  "I wonder if she's from Earth?"  Then he heard the
bidding start.
    "Five thousand credits," a voice piped up to Shardin's right. 
"Ten thousand," Shardin countered, hoping the sudden jump in price
would make the sale short and sweet, for the girl's sake.  He could
already see the handler's hand sliding onto her groin, and her cheeks
were flushing with anger and embarrassment.
    The young woman, who's name happened to be Caitlin, looked
quickly at the owner of that deep, mellow voice which had just doubled
the bid on her.  She locked her eyes on the green eyes of a well-
dressed, strangely handsome creature with the features of both a human
and a lion.  As another bid quickly came, she saw him bid again in
that quiet, dignified manner of his.
    While she stared at him, she realized that the handler's fingers
were now on her clitoris.  She had been warned beforehand about
resisting, but without hesitation, she spun her body violently around
to face the startled handler, breaking free from his grasp.  Her knee
came up, but missed his groin and only bumped his leg.  "You keep your
dirty hands off me!" she snarled, backing away a few paces.
    The handler's face darkened with anger, and his hand went
instantly to the strap hanging at his side, and Caitlin felt fear
beginning to rise in her.  She had no chance against that strap, with
her hands tied behind her and not a stitch of clothing for protection. 
The strap was now in his hand, and he was slowly walking toward her. 
Then both she and the handler heard Shardin's low, menacing growl.
    The handler stopped short, looked uneasily at Shardin, and
realized that if he used the strap on this girl, he would be putting
his life on the line.  He hung it back on his belt, and Shardin gave
him a brief nod of approval.  Then Shardin looked at the frightened,
uncertain girl, and silently motioned with his eyes for her to return
to the handler.
    Caitlin stared at the green-eyed man-cat, who nodded briefly at
her, then smiled and winked as he motioned again for her to return to
the handler.  She hesitantly moved toward the handler, all the while
keeping her eyes on Shardin's.  Then the handler had his hands firmly
on her again, and the bidding continued.
    Caitlin once more felt afraid as the man behind her began
caressing her again.  She looked desperately at the man-cat, who
shrugged slightly, smiled and winked again at her, as if to say, "It's
no big deal.  Just enjoy it."  He had just doubled the latest bid on
her, so she knew he meant to have her.
    The handler had pushed her feet far apart with his feet, and as
she stood spread out and exposed, she felt the first waves of aching
pleasure growing in her loins.  She could not stop her pelvis from
pushing against the expert hand that rubbed and aroused her throbbing
groin.  These feelings were new to her, and she tried in vain to
ignore them while she watched the man-cat calmly and quickly outbid
anyone who dared to bid against him.  She felt her pelvis
instinctively thrust up and down in cooperation with the hand that
stroked her so expertly, not realizing that she was moving ever closer
to orgasm.  She barely heard the auctioneer announce, "Sold, to the
officer of the Fleet, for 50,000 credits!"  But she did hear the
thundering growl that addressed the handler as he continued rubbing
her throbbing sex.
    "Take your hands off of her!  Now!" Shardin quickly growled as
the sale was announced as final.  He could see that the girl was
getting close to orgasm, and he did not want her humiliated publicly
in that way.  The handler hastily released her--so quickly, in fact,
that she dropped to her knees, flushed and panting and a little
disoriented.  He reached up and put his hand on her shoulder and
squeezed it gently, bringing her back to reality.  "Don't be afraid. 
You're safe now," he said as he smiled up at her.
    There were a few boo's from the disappointed crowd; they had
wanted to see the girl climax.  Shardin stared ominously at them, and
they quickly shut their mouths in fear.  It was not wise to cross the
path of an officer so high up in the Fleet.  Shardin then paid the
auctioneer, had the handler untie the girl, who was still sitting on
her knees at the edge of the stage, then lifted her off the stage to
stand beside him.  As she looked up at him in mingled fear and relief,
Shardin took his cape off, and wrapped it around her shoulders.
    "Thank you," she whispered, still a little dumbstruck by the
events of the past several minutes.  She gladly leaned against him as
he led her away from the crude, side-show atmosphere of the auction
block.
    Once they reached the street, Shardin hailed a taxi, so the girl
could rest in privacy.  He helped her in and ordered the driver to go
to a clothing store in a better district.  Then he addressed the now-
shaking young woman.  "What is your name, dear?" he asked gently, as
he stroked her hair.
    "Caitlin," she said in a voice that barely held back the sound
of tears.  "What are you going to do with me now that you own me?" she
asked with tears glistening in her eyes.
    Shardin held her closely, comfortingly, as he replied.  "I don't
own you, Caitlin.  I just bought you to get you away from that damned
place.  I am not your master.  I'm only your friend.  My name is Zarth
Shardin, and for now, at least, you can call me Zarth."
    Caitlin was crying too hard by now to reply with words, but she
slipped both arms around the shoulders of her benefactor and hugged
him tightly in gratitude.  As she continued to hold onto him and press
her face against his warm, furry chest, she felt him gently ease her
onto his lap and cradle her like a child.  She closed her eyes and
gradually drifted into sleep as she let him stroke her, rock her, and
purr softly in her ear.  All the fear and tension slid from her during
the brief nap, and later when Shardin gently woke her, she smiled at
him and kissed him on the cheek.
    He bought her some clothes in the store while the taxi waited,
then rode to the shuttle-landing pads.  She had quickly recovered from
the shock of this day, and relaxed calmly in Shardin's warm embrace as
they waited for a shuttle.
    "What planet are you from, Caitlin?" he asked as he ran his
fingertips up and down her spine.
    "Earth," she replied.  "Have you heard of it?"
    "Been there once.  Beautiful place--from orbit, at least. 
That's as close as I got.  But it worries me to think that Orion space
pirates have found it.  I think the Fleet will have to start
patrolling that sector now, to protect your people."
    "That sounds like a good idea.  Do you think I'll get to go home
to Earth soon?" she asked.
    "No, sweetheart, I'm sorry.  Earth doesn't know about us yet,
and you've seen too much.  Besides, do you really think you'd be happy
stuck on a primitive planet in the hind end of the galaxy, now that
you know what wonders and excitement await you?"
    "I guess I wouldn't.  But still, it's my home, and I'll miss
it..."  Her voice broke slightly, and Zarth once again wrapped his
arms around her comfortingly.  But this time there were no tears.  She
just relaxed against him, totally open to whatever he might want to
do.  She was finding herself more and more attracted to this handsome
alien.



Chapter 6

    As the shuttle cleared the atmosphere, racing to the trio of
space cruisers in high orbit, Caitlin gasped in awe at the glittering
stars.  "It's so beautiful up here!  And so many more stars than I
ever saw from Earth."  She leaned contentedly against her rescuer, and
was pleased when one of his hands crept across her breast.  She liked
the feel of those strange, but kind, hands as they gently stroked her
breasts, hidden under the velvet cape draped across her.  She began to
feel the same throbbing in her loins that she had felt on the auction
block, and wondered why she had never felt that way with boys on Earth
when they had made love with her.
    The shuttle arrived within minutes, and Shardin escorted her to
her quarters.  These quarters were not on P-deck, but were instead
very close to Shardin's quarters.  Caitlin tried to listen as Shardin
explained how to work the various appliances in the quarters, but her
mind was on him.  Of course, he sensed her attraction, and after a few
more explanations, he gathered her in his arms.  "I know I may be
rushing this a bit, Caitlin," he purred in her ear, "but I would
really like to give you a proper welcome to my ship, in a very special
way."  He kissed her with warm affection, and said, "Would you like to
make love with a creature from another planet, darling?"
    "Mmm, yes Zarth," she mumbled as she returned his kiss,
marvelling at the velvety softness of the fur around his nose and
mouth.  "Just like a horse's nose--so soft!" she silently mused.
    They melted into a languorous embrace, and their clothes began
dropping to the floor, piece by piece.  Finally they stood naked in
front of each other, and Caitlin was awed by what she saw.
    Shardin's body was incredibly muscular, and was covered with
short fur--black on his back, ears, eyebrows, and tail; but fading to
tawny brown as it approached his hands, feet, belly, face and
genitals.  And there Caitlin was even more awestruck!  She ran her
hands lightly down his belly to the soft, velvety-short fur of the
sheath that held his phallus close to his body.  "Just like a lion's!"
she murmured as she stroked the smooth sheath and felt the shaft
within throbbing, hardening, beginning to emerge from the opening.
    She also stroked his large balls, amazed at both the size of
them and the lack of curly pubic hair.  Instead, there was the same
'horse-nose-soft' fur, too short to see against the tawny-gray skin. 
He moaned softly, purred, and stood with his legs apart and stiff,
while she caressed him.
    "Ohhh...Caitlin!  If only you knew how good it feels when you
stroke me there," he murmured, almost in a trance with the pleasure. 
He shuddered a little, and grinned as she playfully tickled the firm
balls and velvety sheath with her fingertips.
    "Why don't you lie down on the bed, my big tomcat, so I can see
what I'm doing better?" she suggested, and Zarth obeyed, already stiff
with desire.  As he lay on his back, legs spread wide, Caitlin sat
down between his muscular thighs, and rubbed her cheeks against the
smooth, velvety fur of his sheath.  Then with her hands she began
stroking, massaging, and sometimes tickling him, in this sensitive
region.
    Shardin moaned, almost incapacitated with ecstasy.  His swollen
penis had now emerged fully from the sheath, and throbbed with intense
desire.  He chuckled as he saw Caitlin staring at it in wonder.  "Do
you think it'll fit??" she whispered, wide-eyed.
    "It always has before, love!" he laughed.
    Caitlin continued caressing him with her fingertips, but also
leaned over and gave the head of his engorged  shaft a tentative lick. 
She was rewarded by his groan of intense pleasure, and tickled the
head more with her tongue.
    Zarth arched his pelvis and shuddered, his breathing becoming a
little ragged as Caitlin's tongue teased his cock mercilessly.  He
gasped when she wrapped her soft lips around the sensitive head and
swirled her tongue on it voluptuously.  She then began sucking on it
as her tongue caressed it, and Zarth clenched the bedsheets with his
clawed hands, almost mindless with desire.  His pelvis began
instinctively pumping, beyond his control.  Only with great difficulty
did he manage to regain his senses and gently pull her away from his
pulsing loins and up to his mouth.
    Zarth kissed those wonderful lips, and caressed Caitlin's body
lovingly as she lay on top of him with her legs spread and entwined
with his.  The tip of his phallus touched the lips of her vagina, and
throbbed with desire to enter.  But he waited, now in control again. 
"Now, let me make you feel as wonderful as you're making me feel,
Caitlin," he purred, as he gently laid her on her back.  He knelt over
her beautifully pale body and began kissing her breasts, neck, and
abdomen, as his hands gently massaged her groin.
    Caitlin sighed and smiled with gentle pleasure, enjoying the
luxurious treatment she was receiving.  She had absolutely no idea of
the intense arousal and mind-searing ecstasy this man-cat intended to
invoke within her body.  She had made love a few times in her life
with old boyfriends, but had not been very impressed.  The guys got
all the pleasure and left her wondering what she was supposed to feel. 
And when would 'it' happen--this mysterious thing called orgasm she
had heard about?  Well, the time had arrived: she was now in the hands
of a true master of the game.
    Zarth's mouth moved down to Caitlin's groin, replacing his hand. 
He had already guessed that this girl had not yet experienced orgasm. 
Her familiarity with using her mouth to stimulate him suggested that
she had been on the giving end a few times, but never the receiving
end.  She had obviously been with a few rather selfish, immature boys. 
"Well now it's your turn, my love," he smiled silently.  "Now is the
time of your sexual awakening."  He settled to work between her legs.
    Caitlin felt Zarth gently spread her legs open wider, and closed
her eyes, expecting to be penetrated by that huge, throbbing organ of
his.  Instead, she felt his tongue on her clitoris, and looked down in
surprise.  Zarth looked back at her and winked mischievously at her.
    "Close your eyes and relax, darling, and I will love you like
you've never been loved before!" he purred, and she obeyed him.  As
her alien lover stroked, licked, and tickled her in just the right
places--and at just the right times--she felt desire begin to throb in
her loins, and pleasure tingled in her clitoris, spreading outward. 
She moaned softly and rolled against the wonderful tongue that was
doing things never before done to her.
    Then Zarth's mouth was on her belly, then kissing her breasts
again.  His tongue tickled and teased her nipples, one at a time,
causing her to giggle and squirm with pleasure.  Finally, his mouth
met hers again in a passionate, almost savage kiss.  And she felt his
large phallus begin to enter her slowly, stretching her, making her
feel wonderfully full and complete.  She had never been so totally
filled by a man before, and it was an exciting feeling.
    "Grind your pelvis against me, Caitlin.  Build up that feeling I
was giving you with my tongue," he whispered lovingly, as she lay
there uncertainly.  Her instincts would come through soon enough, as
they had on the auction block, but for now, a few instructions were
necessary as he slowly began pumping his eager cock in and out,
rolling a bit to give her inexperienced clitoris the pressure it
needed.
    Her eyes widened in happy surprise as she felt the warm pleasure
returning to her pelvis again.  Zarth chuckled and kissed her
lovingly.  "Caitlin," he purred, "my mind has a special energy that
yours doesn't have.  Will you allow me to touch your mind, and give
you pleasure with my mind as well as with my body?"
    Caitlin looked puzzled, but nodded.  Zarth gently stroked her
face with his fingertips, then touched her forehead and forged the
link.  She gasped slightly as she felt a strange presence in her mind,
but relaxed as his mind soothed and reassured her that she was safe
and loved.
    As Zarth pumped within her loins, he began sending little pulses
of energy into the pleasure center of her brain.  The pleasant
sensations she had been enjoying as she rubbed her pelvis against him
suddenly grew stronger.  She could feel the pulse of the aching
pleasure, and it was timed with his thrusts into her.  "Oooh..." she
moaned softly as she ground harder against him, also in rhythm with
the throbbing of her clitoris.
    Zarth increased the energy gradually, relentlessly, and her
gentle moans became more passionate, more strangled, and her thrusts
against him became more frantic.  She began grinding harder, clenching
the fur on his back with her fists.  More energy, and the thrustings
fused into one hard, bruising, continuous push against him, and he
held his phallus steady within her, pushing firmly as she began
gasping and shuddering. Another energy jolt, and her legs tightened
around his, her moans intensified, and her vagina began spasming open
and shut against his throbbing, aching penis.  She shuddered against
him, gasping with the almost unbearable ecstasy.  She was in orgasm
now.
    At the risk of overdoing it, he shot one final burst of energy
into her as he withdrew his mind and began pumping eagerly again.  She
cried out, her vagina still spasming, and nearly pulled two handfuls
of fur out of his back.
    Gradually the unbearable ecstasy subsided, but Caitlin still
felt tingling jolts from her engorged sex as Zarth pounded against it. 
It was his turn now, and he moaned and panted with frantic desire, as
her deliciously tight sheath drove him quickly to the heights of
ecstasy.
    Then he climaxed.  His roars echoed through the room, and even
down the corridor, as he came within this woman.  He had 'bought' her
with two months' salary, and in this moment of ejaculation, he truly
owned her.  Of course, it could also be said that she owned him as
well.
    They both panted and shuddered with the aftershocks of orgasm,
as Zarth dropped his head onto the pillow.  He remembered not to let
his whole, massive body collapse on this delicate creature as he had
with Sharon earlier in the day, and he carefully rolled over to bring
her on top of him.  They were still connected sexually;  he always
strove to maintain that connection as long as he could when making
love, because it instilled a wonderful sense of 'oneness' to the two
tired bodies.
    Caitlin laughed weakly as she lay limply on Zarth's body.  "I
never dreamed...that it could be...like this," she panted.
    "Welcome to the world of pleasure, sweetheart!" Zarth purred
with a satisfied smile.  They snuggled against one another, and then
both drifted off to sleep, still connected in that special 'oneness'
even as they slept.




Chapter 7

    Caitlin woke to find herself lying on a warm, fur rug--or was
it?  Then she remembered, and chuckled softly.  The vibrations of her
laugh caused something to throb slightly within her, and she realized
Zarth had not withdrawn his shaft from her loins.  He slept soundly
now, but his sex-drive apparently had a life if its own.
    She playfully began squeezing her vaginal muscles rhythmically,
and felt the long, soft shaft begin to throb and grow firm again. 
Zarth moaned slightly in his sleep under her. Caitlin began pumping
her body up and down, and reached behind her to stroke his velvety
balls.  Now Zarth began thrusting his pelvis, and his engorged organ
moved instinctively in and out of her.  He moaned with desire again,
and seemed to be dreaming now,as his closed eyes and long tail
twitched slightly.
    Caitlin matched his rhythm with her body, and also rubbed her
clitoris against him, enjoying the flush of arousal.  The pumping of
his cock increased in speed and intensity, and she once again stroked
and tickled his large testicles.  Within a few moments, he gave a
mighty growl and came within her in shuddering spurts.  He continued
to thrust, to pant, and to give short, throaty groans with each breath
for about half a minute, as the final after shocks died down.
    Caitlin also moaned with the pleasure she felt as she rubbed
against Zarth's body.  She then shuddered a little, and felt her
vaginal muscles spasm against his embedded penis, and she gasped with
the pleasure of the small orgasm she had achieved without help.  A few
more hard pushes of her pubic mound against him, and she was
satisfied.
    Zarth's arms enfolded her then.  He had awakened just barely
enough to realize his climax was not a dream, and had felt Caitlin's
quiet spasms of orgasm.  Sleepily he embraced her, kissed her, and
whispered, "Thank you, love."  Then they both slept soundly in each
other's arms.

    				*	*	*	*	*

    "Number One, I believe you are over©due for a much deserved
shore leave."
    First Officer Sha'teem turned around and smiled at his well-
rested captain who had just strolled onto the bridge.  "I trust you
enjoyed yourself, my Lord?" he grinned at Shardin knowingly. The whole
ship had heard about the red-haired beauty Shardin had brought back
with him.
    "Very much so, Number One," Shardin purred.  "A most memorable
experience in every way!  And now it's your turn; go ye and do
likewise."
    "Thank you, sir," Sha'teem exclaimed as he handed bridge control
over to his captain.  "Three of our female crewmen have invited me
along as part of their 'safety' escort.  It seems they've pooled their
resources, and want to go to the slave auction!"
    The two officers chuckled at the thought of the happy-go-lucky
women of P-deck bidding for a ..."Wait a minute!" Shardin exclaimed. 
"Are they going to buy a female or a male?"
    Sha'teem suddenly looked troubled.  "I had assumed a female,
just so they could liberate her from slavery, but now that you mention
it...they were snickering an awful lot.  You don't suppose..."
    "I'd be willing to bet on it, Number One.  They want to buy a
boy to fulfill their every whim!"
    The two officers stared at each other worriedly, but then burst
into peals of laughter as the humor of the situation hit them.  Of
course, the boy would no longer be a slave once he was brought to the
ship, but as Shardin remembered the compliant boy on the auction block
allowing the women to jerk him off yesterday, he knew that the women
of the ship were going to be having some real fun, after all.  There
were actually quite a few young men who would be happy to play the
game of being a sex-slave, even while training to become a crew
member.
    "Let them buy a boy, Sha'teem!" he chuckled.  "Just make sure
they get a willing one, and see that he's not under 16 years old."
    "Aye, sir!"  Sha'teem grinned, shaking his head as he left the
bridge.
    				*	*	*	*	*

    "Ladies and gents, step right up.  The auction will now begin,"
the auctioneer called out, and the crowd in the arena pushed closer to
the stage.  Sha'teem and two male fighter-pilots stood close to Liezl,
Sharon, and Xia, as the girls chattered excitedly.
    Sha'teem had quietly slipped backstage a few minutes before
hand, to talk to the auctioneer.  He told him what type of slave the
women were interested in: compliant, well-adjusted, willing to 'play'
slave even though he would be free, and about 16 or 17 years old.  The
auctioneer said he had two or three such boys,and that he could bring
them out in a group, so the ladies could make a better choice.
    Now, back with his group, Sha'teem told the ladies to hold back
and just watch for a while, because the auctioneer would bring their
best choices out together in a little while.
    "Commander, how did you and Lord Shardin figure out that we
intended to buy a boy?" Liezl asked, gleefully embarrassed.
    "I know," Sharon chuckled.  "Shardin probably told him about the
serving boy at the dinner club, yesterday.  And then we have been
giggling and whispering a lot."
    "Don't worry, Sha'teem," Liezl murmured seductively as she
pressed her shapely body close to the First Officer's.  "We're not
going to neglect any of you big boys, just cause we'll have a boy to
lick our clits any time we want!"
    Sha'teem wrapped his cape suddenly around Leizl, grinning
wolfishly.  "I know you're not going to neglect me, little girl!" He
kissed her and thrust his pelvis against hers, and then moaned as she
reached down and rubbed his lengthening shaft through the tight pants. 
With the cape offering privacy, she unzipped the fly, reached in, and
grabbed his stiffened organ.  She teased the sensitive head with her
fingertips for an exquisitely long minute, then let go and zipped him
back up.
    "Wish I could do more, but this isn't the place for it," she
whispered, then kissed away his frustrated expression.  "Why don't we
go to that dinner-and-sex place later?"  Liezl looked at Sha'teem
hopefully.
    "You've got a date!" Sha'teem grinned as he fondled her large
breasts.  Then, the first slave was brought out on stage,and they
turned their attention back to the auction.
    The crew members watched with interest as the male slave was
brought forward.  He was about 20, and was not at all in a cooperative
mood.  Even with his hands bound behind him, he angrily struggled
against the handler, and almost overpowered him.  Another handler came
out, and together they threw the slave to the deck on his back.  With
each handler kneeling and grabbing a leg, they quickly had him spread
open, his genitals exposed and helpless.
    Of course, the audience expected them to use their leather
straps next, and whip this aggressive young buck into submission; but
surprisingly, they did not.  With conspiratorial grins, they both
began stroking and pumping the man's rising penis, even going so far
as to use their tongues just a little.  He was soon groaning with
pleasure and desire, and pumping his throbbing loins frantically.
    Then, winking at one another, the handlers ordered him to obey
them or they would leave him frustrated and unrelieved, and would whip
him instead of letting him ejaculate.  Grimly, the slave nodded.  They
ordered him onto his stomach with his knees pulled up under him and
spread apart.  One handler then mounted him from the rear, and began
satisfying himself energetically,while reaching his hands around and
pumping the slave's tormented, aroused shaft.
    The slave moaned and shuddered with ecstasy, but then found his
mouth being put to other use, as the second handler forced him to give
a blow job.  With each end of him plugged by a cock,the slave
presented a hilarious sight to the crowd.  They hooted with laughter,
and urged the handlers into a contest to see which of them could
climax first.  The bidding paused for a few minutes while the grinning
handlers pumped enthusiastically.  The slave had already come, and so
was not in the contest.  He had shot his load of creamy white semen
onto the deck within the first minute of being mounted.
    The handler in back won the contest.  He ejaculated into the
tightness of the slave's helpless ass, dismounted, and left the stage
amid applause.  The other handler then urged the slave onto greater
efforts by applying a strap to the now-unoccupied rear end.  After a
minute, he came in the slave's mouth, and stood up. The bidding
continued, and the thoroughly subdued young man slowly regained his
feet.  This time he stood obediently while the handler pumped and
teased his flaccid penis back to life.  He was sold for a moderate
price, to a large, muscular humanoid male from the Aldebaran sector.
    Sha'teem and his group continued watching as more slaves were
auctioned.  The next few were females, and the Phoenix's crew women
gasped in wide-eyed amazement while the handler expertly rubbed,
caressed, whipped, and sucked each slave to orgasm right there on the
stage.  Xia snickered, "Maybe we should buy the handler, instead. 
He's perfect!"  The others laughed,and the handler, who had overheard
her, grinned and threw her a wink.
    Finally, two young men were brought onto the stage, grinning
with excitement--their long shafts already beginning to rise to
attention.  They both looked about 16, and both were handsome and
well-groomed.  Sha'teem chuckled as Liezl and the girls ooh'd and
ahh'd over them and edged even closer to the stage.  The handler
untied their hands and ordered the boys to adopt a '69' position and
stimulate each other, while the bidding began on the one on top.  He
was olive-skinned and dark-haired like Sha'teem, who had already begun
taking a liking to the boy.  Sha'teem was not as choosy as Shardin
about the sex of his bed-partners. "Pleasure is pleasure, no matter
who gives it," he had always said, although he did at least refuse to
engage in anal sex. Now, he decided that he might chip in a bit of
money toward the boy on top, if the girls would let him have his share
of pleasure from the boy,s hands and mouth.  They agreed with him, and
started bidding.
    As the top boy pumped his loins up and down, the handler began
running his hand lightly down between the cheeks of his young butt. 
Then slowly, gently, his inserted a finger into the tight anal
sphincter and began pumping it in and out, while tickling the boy's
nipples with his other hand.  The boy shivered with ecstasy.  The
handler then moved his hand away from the hardened nipples and down to
the boy's loins.  After a brief word of instruction, the boy pulled
his wet penis out of the other boy's mouth, and thrust it into the
man's hand, which clenched it firmly.  With the handler pumping his
throbbing cock with one strong hand, and his anus with the other, the
boy cried out passionately, and wildly ejaculated onto the bare chest
of the boy beneath him.  By this time, Sha'teem and the girls had
outbid everyone, and the sale was declared final.
    The other boy had not come yet, and looked very forlorn as the
handler pulled the sold slave off of him.  But the handler winked at
him and said, "Don't worry, boy.  You're turn's next, and I'll make
you come like you've never come before!"  The boy grinned and lay
waiting patiently, cock throbbing in the air expectantly.
    Sha'teem, the girls, and the two other officers, were about to
leave with 'their' boy--whose name was Amri--when the boy asked,
"Please may we watch what happens now with my friend, Sikar?  It
should be fun to watch, master--and mistresses."
    "Sounds like a good idea to me," Sha'teem smiled, as he
absentmindedly stroked Amri's backside with his fingertips.  The girls
were also handling various parts of the boy's anatomy, and he wriggled
with pleasure while watching the stage.
    The handler had returned to Sikar, and now ordered him onto his
knees facing the crowd.  The slave-boy obeyed, knees wide apart, and
grinned at Amri while thrusting his pelvis forward at the crowd.  The
handler knelt behind him, leaned the boy back against his body, and
with both hands began fondling the testicles and pumping the aching
penis with his most tantalizing skills.  The bidding bounced higher
and higher as Sikar groaned, pumped his loins, and shuddered with the
mounting pleasure.  His eyes were closed, and his hands were clenching
the handler's knees, on each side of his body.  He finally cried out
loudly when he came, and spurts  of white, thick semen shot almost to
the edge of the stage.  He continued thrusting and squirting for
nearly thirty seconds as the skillful handler milked him dry.
    Sikar sold for an even higher price than Amri, and left with a
wealthy, attractive woman who had a mischievous smile and gentle
manners.
    "Well, folks," began Sha'teem, "now that we've seen Sikar off to
a happy home, Liezl and I are going to the 'eat-n-fuck' dinner
theatre.  Anyone want to come along?  We could get a larger room and
have an all-out orgy!"
    Of course, they all wanted to.  And what better place to break
in a new slave, than that?  They left the auction, with the girls
taking turns 'leading' the still-naked Amri by holding onto his erect
shaft as they walked.  Sha'teem watched the spectacle,and shook his
head with a grin.  "Ladies, have your fun for now, but this kid can't
run naked through the corridors of the Phoenix!  He'll have to have
some clothes before we return. Also, Amri, you are not 'officially' a
slave any more.  This is just a game now; and you will be trained as a
crewman on the Phoenix.  But...since we did shell out a fair piece of
money to liberate you, I hope you'll find enough gratitude in your
heart to continue the game, and to 'play' slave for the women--and for
me--in the privacy of our quarters."
    "Oh, certainly master!  And mistresses!  I will lead a double
life, gladly.  Crew member by day, and slave by night for as long as
you desire.  You got a deal!"  The exuberant young man grinned and
hugged his three ladies.  Then he gave Sha'teem a significant look,
and said, "If I ever fail to please any of you in the slightest
detail, you should have Lord Sha'teem take a strap to me; I should
well-whipped when I am bad, don't you think so, master?"  He looked
hopefully at Sha'teem, who by now was laughing heartily.  'Owning' a
slave was going to be more of an adventure than he had ever dreamed!

Chapter 8

    "Dinner for six, plus one slave, first class, front row. This
way please," the head waiter bowed low.  The Phoenix II and her sister
ships had provided a great boost in business for this restaurant.  As
the three officers escorted their ladies, with Amri following behind,
the two pilots--Lts. Dargin and Schultz--joked with Sha'teem.
    "Do you think one of us will be odd-man-out, with Amri here
getting into the middle of things, Commander?" Schultz asked.
    Sha'teem grinned back at the blushing Amri.  "Not unless he
wants to feel our belts across his ass, gentlemen.  And besides, we
can always make him service us as well as the ladies!"    They all
laughed as they settled onto the cushions in the private cubicle
facing the stage. By silent--but mutual--consent, all six men and
women decided it was gang-up-on-Amri time.  They playfully forced him
onto his hands and knees, and the women tickled him and pumped his
ever-lusty shaft, while the men took turns giving him light smacks on
the rear with their belts.  Xia then lay down and pulled Amri's mouth
onto her clitoris, while the others continued tormenting him so
exquisitely.  
    When the food arrived, the server was a nearly naked young
woman, and it was decided unanimously that Amri would provide the tip
for her service.  She quickly laid out the food and wine, and then let
Amri mount her as she laid on her back.  They coupled passionately and
rapidly, and Amri soon groaned and came within her as she ground her
pelvis against him with her own orgasm.  Then she gratefully kissed
him, thanked the others, and left to continue her work in other
cubicles.
    "Now, Amri, you'd better grab some food and wine quickly,
because your mouth is very soon going to be busy servicing all six of
us during the show," Sha'teem wolfishly chuckled at the panting,
satisfied young stud.
    "Yes, master! With pleasure," Amri replied meekly.  The show was
beginning, and the six crew members stripped each other's clothes off
and began feeding each other tidbits of food while caressing each
other. Amri circulated among the lascivious men and women, licking and
caressing exposed genitals almost to the point of orgasm, but leaving
each one aroused as he went to another. 
     The performance began with a richly dressed, arrogant woman
coming onto stage with her naked slave-girl.  The mistress reclined on
some luxurious cushions, opened her robe--revealing a beautiful body--
and spread her legs.  She then ordered her slave girl to come and
service her sexually.  The unhappy-looking girl crouched down between
the parted thighs of her mistress, and began licking the somewhat
unresponsive clitoris.  The mistress watched the girl rather coldly,
and occasionally urged her to greater efforts with a leather strap.
    Unknown to the two women on stage, a handsome male slave was
watching from a hidden place on the stage.  As he watched the two, he
pumped his large, stiff phallus with his hands, and looked yearningly
at the slave-girl's exposed rear and moist slit.  She was totally
exposed to his view as she leaned over her mistress on hands and
knees.  He could also see the stinging slaps of the strap on her
squirming backside.
    As the frustrated girl worked on her frigid mistress, she
secretly slid one hand down between her own legs, and began to stroke
her own clitoris.  This delighted the male slave, who strained to see
better from his hiding place. The girl quickly became very aroused and
wet, but then her mistress discovered what the girl was doing, and
became livid with anger. The girl cowered in fear, knowing that she
would be whipped for touching herself sexually.  Her mistress never
allowed her to do that, and wanted the girl to be as cold and
frustrated as she herself was.
    The angry mistress jumped up, and dragged the poor girl by the
hair to a set of four brackets on the floor by the cushions.  She
chained the frightened, pleading girl spread-eagled on the floor on
her back, and with an evil grin, picked up the leather strap.  The
young man looked alarmed, but did not dare intervene, and could only
watch as the cruel mistress began whipping the girl.  The strap fell
on breasts, thighs, belly, groin, any target that suited her fancy at
the moment.  The helpless girl writhed and pleaded for mercy, tears
running down her face.  The more she pleaded, the more the stinging
slaps seemed to fall between her legs, to punish her for the 'crime'
of being aroused. As the leather strap continued to do its work, the
girl noticed that she was becoming aroused even more, rather than
less. The mistress finally put down the strap, and knelt between the
girl's legs.  She pulled back the folds of tissue to expose the
throbbing bud of the girl's organ to her view.  Grinning wickedly, she
began stroking the sensitive tissue with her fingers.  The girl's
state of arousal became intense, and she arched against the fingers,
and moaned with desire.
    The male slave, still watching, was also becoming extremely
aroused at the sight of the woman masturbating the helpless young
slave girl.  His engorged penis ached with the desire to enter the
girl.  The mistress continued stroking her slave until the girl was on
the verge of reaching an orgasm...then stopped abruptly.  She stood
up, laughing scornfully while the girl begged for relief from the
desire that flamed in her loins.  The mistress then walked off the
stage, leaving the girl chained helplessly, suffering from the
intense, but unrelieved, arousal her mistress had forced upon her. 
She moaned and squirmed miserably in her helpless state, and pumped
her pelvis up and down in a futile effort to relieve her throbbing
loins.
    It was at this point that the male slave took pity on her, and
approached.  He motioned her to remain silent as he knelt between her
legs.  He could not unlock the chains on her hands and feet, so she
had to remain as she was--with her legs spread uncomfortably wide, and
her arms stretched out spread-eagle and chained to the floor.  He
began licking and teasing her aching organ with his tongue, and she
silently shuddered with ecstasy. Her pelvis pressed against his
tongue, and he pressed back, giving her the stimulation she so
desperately needed for an orgasm.
    Her orgasm quickly arrived, and as she heaved and shuddered, he
mounted her, filling her spasming vagina with his hard, throbbing
organ.  He rode her as wave after wave of orgasm rocked her pelvis. 
He smothered her moans with his mouth, and teased her hardened nipples
with his fingertips as he plunged his cock frantically within her.
Then he clasped her chained hands with his, and twined his legs along
the outside of hers, so that they both lay spread-eagled and joined in
that state of bondage.
    They did not see the mistress approaching, as they frantically
rutted with their eyes closed.  She watched them for a long moment, in
wide-eyed amazement.  Then, picking up her strap, she brought it down
as hard as she could on the man's pumping backside.  He jumped with
surprise, and hopped to his feet instinctively.  The strap landed on
his belly next, and the mistress ordered him to kneel to be punished.
    But the male slave was too close to climax to think of doing
anything except satisfying his lust.  He grabbed the strap out of the
mistress's hands, then ripped the robe off of her as she stood there
too shocked to move.  By the time she did think to move, the virile
male had her on the floor flat on her back, pumping within her
enthusiastically.  He smothered her cries of outrage with his mouth,
and gave one of her nipples a hard pinch. As the horny slave pounded
his organ harder and harder, she began to feel something new--arousal.
She felt her loins start to ache, and began to instinctively press
them against the lusty male who was 'raping' her with such gusto.  The
strangely wonderful sensation grew and filled her, and she moaned with
ecstasy as her loins clamped open and shut on the man's hard phallus,
and she bucked against him in orgasm.
    Then he came too, and filled her with his hot juice, as he
groaned and rutted even harder with the ecstasy of ejaculation.
Finally he stopped, and collapsed on the equally exhausted woman. The
slave girl chuckled at the sight.  She had a feeling her mistress
would be a much easier person to serve from this point on.
    The male slave got off of his mistress, too satisfied to even
care if she punished him.  He kneeled submissively, knees apart, and
grinned sheepishly at her as she slowly got up.  To his relief, she
grinned at him with a mischievous twinkle in her eyes.  "I suppose I
have to punish you for disobeying, but if I promise not to whip you
hard, will you promise to 'rape' me again sometime soon?" she asked
with a wolfish grin.
    "With pleasure, mistress!" the lusty young man replied. "And may
I 'rape' that slave-girl occasionally as well?"
    The mistress chuckled.  "Yes.  In fact, every time she makes the
least mistake, I shall leave her chained like this for your pleasure. 
You may 'punish' her with that large weapon between your legs as much
as you like."
    The male chuckled, and the slave-girl squirmed with rising
desire and happiness.  She watched with amusement as the slave then
leaned back to expose his satisfied organ more fully to his mistress. 
The mistress grinned and gave the soft phallus several light, playful
smacks with the strap.  The organ responded by beginning to harden
again, ready for action soon.
    Then the mistress went over to the slave-girl, knelt down
between the girl's legs, and began caressing the girl's begging
clitoris with her tongue.  This time she did not stop too soon, but
continued relentlessly until the girl cried out and shook helplessly
with waves of orgasm.
    The mistress smiled at the girl's pleasure, still on her hands
and knees, and then felt her male slave mounting her once more.  She
arched her back and thrust back against him, impaling herself on his
hard cock.  He rode her hard and fast, there between the slave-girl's
still-chained legs, and as he thrust ever faster, he reached around
the mistress's body and rubbed her engorged clitoris.  She thrust
frantically and arched and moaned, and quickly climaxed again.  Then,
as the man pumped away in her, the mistress lowered her face once more
to the slave-girl's loins and drove her wild with ecstasy again. 
Finally, after several minutes more, he came again, and filled his
mistress with his semen.  They both collapsed on either side of the
slave-girl, and the lights dimmed.  The show was over.
    				*	*	*	*	*

    In the large cubicle close by, another show was not quite over
yet.  Three couples lay closely entwined, all thrusting and moaning as
they copulated, coming closer and closer to orgasm. Amri was still
crawling around the scene of sexual mayhem, stroking, licking, sucking
whatever arousable parts presented themselves from moment to moment. 
Almost like a row of dominoes falling, the chain reaction of orgasms
started going off through the group, amid groans and shudders. Amri
smiled gleefully as he sat back and watched.  He had already come
twice this day, but he was rapidly becoming aroused again, and wished
for an opening to present itself to his throbbing cock.  As the
officers laid back one by one, satisfied and exhausted, Amri began to
lose hope of having his own ache satisfied again.
    Just then Xia noticed Amri's forlorn look as he sat there
playing absentmindedly with his swollen shaft.  Grinning, she motioned
him over, got up on her hands and knees, and wiggled her ass at him. 
Elated, he rushed over, mounted, and pumped himself to the happy
oblivion of orgasm within a few minutes.  Just before he ejaculated,
he felt other hands on him, tickling his nipples, stroking his balls,
and even the light, playful smack of a belt on his undulating
backside.  They were all getting into the act, and Amri's orgasm
reached an all-time high level of wild ecstasy, as he came within Xia. 
He cried out, and pumped stream after stream of semen into her, then
collapsed happily on top of her.
    Amri rolled over a few minutes later, onto someone who amiably
held a wine glass to his lips, and then put a piece of food in his
mouth.  He finally gathered enough energy to look up and see that it
was Sha'teem.  He sighed with contentment and said, "Master, I can
tell I'm going to love being in the Imperial Fleet!"
    				*	*	*	*	*

    As the officers relaxed in the shuttle, Sha'teem watched Amri
chafing in the unaccustomed clothing they had made him put on.  "Don't
worry, son," he grinned, "you'll get used to them soon.  Just remember
to keep them on and only act like a slave when we say it's alright to,
or Lord Shardin's likely to take a strap to all of us!"
    "Aye, sir!" Amri responded crisply, falling into the part as
easily as he could fall into the part of sex-slave extraordinaire. 
Sha'teem leaned back happily and dreamed of the day's adventures, and
wondered when he would ever have another shore leave to compare with
this one.

  
    	


Chapter 9.

    The Phoenix II circled the planet Orionis with her two sister-
ships.  Shore-leave was progressing nicely, and Lord Shardin relaxed
in the command chair and watched his satisfied bridge crew.  They had
obviously engaged in a lot of debauchery on this disreputable planet,
and were now happy to settle back into the comfortable routine of
duty.
    "Number One, how many crew members are still on the planet
today?" Shardin asked Sha'teem, his second in command.  Sha'teem also
looked tired, but happy, and Shardin had heard about his group's orgy
and their antics with the boy they had 'bought'.
    "Twenty-four, sir. They have about six more hours before the
shuttles pick them up."
    "Good.  That's the last batch of happy campers, too.  We've
managed to have a fine time without any of our folks being hurt or
spirited away into slavery.  I'll be relieved when we get those last
two shuttle-loads safely back home, though."
    Lord Shardin had met Amri last night, after Sha'teem and the
girls had arrived back at the ship looking totally drained, but happy. 
Sha'teem had brought the boy by Shardin's quarters to introduce him to
his captain, and Shardin had delivered a stern lecture to Amri about
when and where he was allowed to 'play slave-boy', and what would
happen to him if he broke the rules. The boy meekly vowed to become
the best crewman he could, and to obey his captain implicitly.  As the
boy said these words, however, he gave Shardin a sly smile, as if
inviting orders other than duty-related ones.
    Sha'teem caught the look, grinned and got up.  "Zarth, I think
I'll leave you and your new crew member to get better acquainted."  He
walked out, leaving Shardin looking rather embarrassed and at a loss
for words.  
    Amri blushed and said, "Request permission to serve you,
Captain."
    Shardin looked a little troubled.  "I don't usually do anything
with members of the same sex, Amri," he replied gently.
    "I understand, my Lord...but consider this: a mouth and hands
can be very unisexual, and can give pleasure without the recipient
noticing the sex of the giver.  If you were to sit back and close your
eyes, you could imagine that any woman of your choosing was caressing
you sexually.  And I would be happy to serve you in this way."
    Shardin crossed his arms and paced for a moment, tail twitching. 
Then, he looked at the boy and grinned.  It had been a long time since
anyone had brought him off that way.  The women on the ship didn't
often volunteer to do that, because it reminded them too much of their
past years as prostitutes. And Shardin never asked them to, out of
respect for them.  But now, this boy was volunteering, and all he had
to do was close his eyes and imagine...."All right, Amri.  But if you
tell a single living soul about this, I'll have your balls for
dinner!"
    "Understood, master!" Amri responded, looking appropriately
concerned, and dropping to his knees submissively.  Shardin loosened
his pants, sat back in his favorite chair and closed his eyes,
smiling.  In a moment he felt two hands caressing his balls and
lightly stroking the velvety-soft sheath that contained his long
phallus.  He pictured Caitlin, as she had done this very thing a few
days before, and groaned with desire.  The hands tickled his sensitive
groin, causing him to shiver with pleasure, and his hardening shaft
began to rise up out of its protective sheath.  A tongue was there to
meet it.
    Shardin once again gave a moan as he thought of Caitlin's tongue
teasing the head of his now-aching organ.  The tongue was swirling on
it, and a mouth softly folded around it, sucking slightly.  He
clenched the arms of the chair, and spread his legs farther apart to
experience the pleasure more fully.  The hands still stroked and
teased his balls and long shaft mercilessly,and the mouth began
pumping up and down on his engorged cock. The tongue licked and teased
the head with each thrust, and within a minute, Shardin was beyond
control, pumping against that wonderful mouth and tongue.
    One of the hands then clenched his shaft and began pumping up
and down, while the mouth continued sucking the head.  The other hand
kept stroking and massaging his balls, which were throbbing with
desire.  A few minutes of this treatment brought him past the point of
no return, and moved him relentlessly toward climax.
    Shardin tried to stretch out this growing ecstasy, to prolong
the pleasure, but each second brought him closer to that glorious
'little death', when his loins would practically explode with the
delicious pleasure that was building to an unbearable level.  His
hands clenched the chair even tighter, his legs stiffened against the
sensory overload that was just a few seconds away.  His loins thrust
desperately within the mouth and the clenched hand, and the moment
arrived.
    Shardin's roar shook the room as he came within the mouth that
still sucked and teased, the hand that still pumped and squeezed. He
shot his semen again and again into the mouth, and the spasms of
ecstasy with each ejaculation rocked him to the very core of his
being.  The mouth and swirling tongue continued to milk every last,
shuddering drop from his jerking penis.  And still the hand firmly
clenched, and the other hand stroked and tickled.  His roars changed
to panting, breathy groans, and his arms and legs went limp.
    The mouth now remained soothingly still, as it covered his
softening shaft with warmth.  The hand also remained still, no longer
pumping, only holding his penis gently, absorbing the small, jerking
aftershocks.  The other hand very slowly massaged his balls, no longer
tickling or teasing.  He basked in the warmth emanating from the mouth
and hands, as his panting gradually subsided.  His eyes remained
closed; but gently, his hands reached out and stroked the head with
the slightly shaggy hair, acknowledging the boy's presence for the
first time since he began.  He gave the boy's head an affectionate
pat, and caressed the hair back away from his face.  Finally, opening
his eyes, he grinned at the boy.  The mouth slipped off of his
penis,and Amri lowered his eyes modestly and then rested his forehead
on the large, soft balls of his captain.  He was a little out of
breath as well.  Zarth stroked the boy's hair gently for a minute
more, allowing him to rest in that intimate position.  "You know,
Amri, I could easily grow addicted to such exquisite pampering as
this," he murmured softly.
    "So could I, my Lord," Amri replied, and softly kissed the two
pendulous testicles.
    Shardin slowly pulled the boy up and away from his groin, and
said, "Would you like me to show you a pleasure that will be even more
addicting, boy? Would you like me to repay you with my own brand of
ecstasy?"
    "Oh, yes master!" Amri whispered, wide-eyed with curiosity and
excitement.
    "Then come, sit here and lean back against my chest, and relax." 
The boy quickly stripped all his clothes off, leaned back against his
captain's chest, and spread his legs lasciviously.
    Shardin chuckled.  "You do believe in making yourself
comfortable, don`t you, Amri."  The boy blushed and grinned up at the
large man-cat.
    "I like to feel like I'm completely at your mercy, master. You
could make me feel good, or you could punish me, and in this position
I would be helpless."
    "I understand.  I have no intentions of punishing you, but if I
ever do, I'll make sure you're in this position!" he grinned wolfishly
down at the boy.  Then he put one hand on Amri's forehead, and the
other on the boy's already erect cock.  Slowly, he began pumping it,
as his brain began to send very small spurts of energy into the
pleasure center of the boy's brain.  He had decided that he would
build the pleasure up as slowly as he could manage, so the boy would
squirm and thrust and moan with ecstasy as long as possible.  When he
finished with this shaft that lay throbbing in his hand, it would be
more thoroughly satiated than it had ever been before.
    Slowly, relentlessly, he played the boy's mind and cock with the
virtuosity of a true master.  Minute after minute, he pulsed tiny bits
of energy into the boy's mind, and pumped slowly, steadily on the
engorged organ while Amri moaned and rotated his pelvis, and his hands
clutched the muscular legs of his master/captain.  The pulses of
energy increased, and the moaning and pelvic thrusts increased. 
Shardin worked hard to maintain this high level of arousal for as many
minutes as he could, but finally he could sense that the crest of the
wave was approaching in the boy.
    He poured energy into the brain at that point, and pumped harder
on the now-frantic penis.  Amri cried out with the unbearable pleasure
that was coursing through his loins and spreading throughout his
entire body now, in a way that it had never done before.  He stiffened
into one intense, continuous thrust against the hand, and ejaculated. 
Shardin continued the energy for one more moment before withdrawing
his mind, and felt Amri clench and cry out again with the intensity of
the orgasm he was enduring.  His penis continued to spurt out the
white, thick semen in spasms, and his breath came in ragged gasps as
he continued to try to ejaculate even after the last drops had oozed
out.
    Shardin held the boy's pulsing shaft until it had exhausted
itself, then reached down and gently massaged the balls while his
other arm reached across Amri's chest, firmly holding the boy against
him.  Amri panted hoarsely and let his limp body rest against
Shardin's, and reveled in the comforting embrace. Exactly when he
drifted off to sleep, or how long he slept, he wasn't sure.  But when
he woke up, he was curled up almost into a fetal position in the arms
of this strong, kind man-cat who had given him the most wonderful
orgasm he had ever experienced.
    Shardin smiled down at Amri as the boy yawned and stretched in
his lap. "You know something, crewman?  This haircut of yours is not
at all regulation.  See that you get it cut properly before I see you
again, if you want to stay on my good side, mister!"
    Amri looked up quickly, and saw that Shardin was grinning
mischievously at him, and smiled back as he got to his feet. "Aye,
sir!  I'll have it cut right away, my Lord.  Am I dismissed now, sir?"
he asked as he hastily got dressed and his captain stood up.
    "Any time you're ready, crewman," Shardin said, still grinning
as he towered over the boy.
    Amri gathered his nerve as he turned to leave, and stammered,
"Uh, thank you, sir, for...well, you know what for...."
    "And thank you, my lad, for a memorable evening."  Shardin's
expression softened to one of gentle affection, and Amri felt a
playful pat on his rear as he turned to go.  He knew he would be back
here again....


Chapter 10.

    "My Lord, a message is coming in from a crewman on the planet," 
the communications officer announced to Lord Shardin as he monitored
the bridge.
    "Put him on," Shardin growled, looking slightly worried.
    "Captain, this is Lieutenant Stoltz.  We have a problem. One of
our female crewmembers has just been kidnapped."
    Shardin emitted a curse that sounded more like a snarl. "Damn
it! The very thing I was afraid would happen!  How did this happen,
mister, and which woman is missing?"
    "Sir, it's Merina who was kidnapped.  She and Nichols were
walking through the park just about dusk, and someone knocked him on
the head from behind.  He says he woke up just a few minutes later,
according to his watch, but that Merina was gone.  He reported it
immediately, and we've already begun establishing a perimeter, to keep
anyone from getting her out of the area."
    "Good work, Stoltz.  I'm sending a full security squad down
immediately, and we'll also do some heavy leaning on the planetary
government--such as it is.  Carry on, Lieutenant."
    Shardin leaned back in his chair for a moment, his eyes flashing
with anger.  He thought about Merina, one of the most attractive women
on the ship, with her honey-blond hair falling around her shoulders in
ringlets, her warm brown eyes, and her lean, shapely body.  He
silently vowed to get her safely back, or his ship would circle this
miserable planet forever.  He would not leave her here.  After this
moment of solemn contemplation, he sprang into action.
    "Lieutenant, get me Admiral Diergov at Fleet Headquarters.  And
get Lords Hamoori and Selhim from our sister-ships on-line too, so
they can find out what's happened."  Shardin stood, and paced with
tail twitching as he waited for the Admiral.  Finally, the connection
came through.
    "Admiral Diergov here.  What is the problem, Lord Shardin?"
    Shardin filled the Admiral (and the two other captains of his
Wing) in on the abducted crew-woman, and requested permission to use
force against the planet if necessary to get the woman safely back.
    "Absolutely, Captain.  We have to make an example of this planet
to the rest of the galaxy.  If they get away with stealing one of our
crewmembers this time, none of our people will be safe on Orionis.  Or
on many other similarly corrupt worlds.  Your wing will remain over
Orionis until the woman is returned.  Use whatever methods seem best
to you, to get her back.  Admiral Diergov out."
    After conferring with his other command-officers, Shardin had
troops and reconnaisance units sent down to the planet in short order. 
The 'ruler' of Orionis meekly agreed to help with the rescue efforts,
although he did not look happy about having all transportation out of
the city or off the planet stopped and searched by Imperial Troops. 
With the security-net securely over the city in question and the
planet as a whole, Shardin could relax a little and let the planetary
grapevine get to work, warning the auctioneers that anyone who bought,
sold, or touched Merina was as good as dead.  "Don't worry, Merina,"
Shardin silently vowed as he stared at the planet beneath his ship,
"we'll find you, sweetheart."
    				*	*	*	*	*

    Merina woke up to find herself lying in a tiny room with only a
bed, a sink, and a toilet in it.  She had been walking with Nichols in
the park when someone hit him from behind.  Before she could scream, a
hand had held her mouth, and something was injected into her arm. 
Everything faded out, and now she was here.  Pushing back the fear,
Merina got up and looked out the barred door and saw only a corridor
with more barred doors.  She was unnerved to notice that she was naked
now, and that there were no clothes anywhere in the room.  Then she
heard footsteps approaching.
    Two rather muscular men opened the door and approached Merina,
who backed tremblingly into the corner.  "Come here, girl.  You're
going to be sold privately, instead of on the auction-block, so we've
got to get you cleaned up and nice looking, for those rich sultans."
    "Stay away from me!"  she whispered, her knees getting weak as
they stood grinning over her naked body.  Her knee went up, and
connected with one groin, and she tried to bolt for the door.  The
blow to the man's crotch was only glancing, and he grabbed her angrily
before she could get past him.
    "You'll be sorry for that, my girl," he grinned as he and the
other man tied her arms behind her and led her from the room.  They
took her to a larger room with a large bathtub and several padded mats
on the floor.  There was also a wide leather strap hanging on a hook
on the wall, and the floor had brackets with softly-padded cuffs
attached for holding a reluctant 'guest' in whatever position was
desired.
    The man Merina had kicked took the strap down from the wall,
while the other one sat on the edge of the tub and forced her down
across his lap, not bothering to use the floor brackets to restrain
her.  The man with the strap came up close to her and tickled her
exposed nipples as her breasts hung down between the other man's
knees.  "You are going to cooperate with us while we bathe you, and
now you will find out why you are going to cooperate from now on,
slave-girl."
    Then he stood up and began using the strap on Merina's exposed
rear end.  She squirmed and tried to get away from the relentless
strap as the blows fell hard and swift.  Her butt was red and
stinging, and still the strap fell.  Finally, she could stand it no
longer, and began pleading for mercy.  The strap stopped, and the man
said, "Are you going to obey us implicitly from this moment on, if we
untie you?"
    "Yes," she moaned, thoroughly disheartened and frightened. 
"I'll do whatever you say.  But you know there will be a starship
looking for me."
    The men chuckled.  "That's why you're going to be sold
privately, my girl.  Your precious starship will never find you that
way, so you might as well get used to being a sex-slave.  And your
training will begin now.  This strap can be used on other parts of
your body than just your butt, so remember that before you think about
disobeying an order."
    Merina tried to choke back the bitter tears as they stood her up
and untied her.  Her thoughts went to her people on the Phoenix II,
and the tears gathered anew.  "Shardin, please find me soon!" she
silently pleaded as she heard the men order her to her hands and
knees.
    As soon as she had obeyed their order, Merina felt one of the
men kneel behind her and spread her knees wide apart.  Then he mounted
her, and began slowly pumping within her loins.  The other man knelt
down in front of her, and reached under her to stroke her clitoris. 
"No, please don't do that to me," she pleaded with him, but he only
chuckled and continued arousing her.  Both men continued working
relentlessly on her, and soon Merina felt her pelvis throbbing and
pumping against the fingers and the phallus that were expertly
bringing her to orgasm.
    Soon she began plunging earnestly against the grinning men, and
rode her way over the crest into the throes of orgasm.  The man behind
pumped hard and fast as her vaginal muscles clenched in spasms against
his organ, and he came within moments of her orgasm.  As she felt the
warm liquid pulsing into her, she lowered her head to the floor, and
the rest of her body went limp for a few minutes.  It felt so good,
but at the same time she felt that her own body had rebelled against
her.  These men were her enemies, not her friends or shipmates.
    The man dismounted, then smiled down at her.  "Well, my dear,
someone has certainly spent a lot of time with you recently, to get
your arousal-time honed down so short.  Don't take all this too
personally--we had to get an idea of how you respond before we have
you on a stage in front of bidders."  He gently massaged her backside,
which was still stinging from the strapping.
    "Merina lay on her stomach and rested while the man massaged
her, and her thoughts strayed to Shardin--the one responsible for her
'finely-honed' sexual responses.  "Oh, Zarth, where are you?  Please
come rescue me from this place!" she thought as the tears welled in
her eyes again.  She looked over at the bathtub as the other man
filled it and added exotic oils to the hot water.
    "All right, little lady. Your bath awaits you.  Just lay back in
it and we'll do the rest."  The man smiled as he extended his hand to
help her up off the padded floor.
    "Couldn't I just do this on my own, please?" Merina ventured
timidly, keeping one eye on the strap that was never far enough away
to suit her.
    "Nope, we have to make sure you get really clean, then wash and
comb your hair out, and massage you with scented oil all over.  We
can't allow you to take responsibility for it, so just relax, close
you eyes, and enjoy being waited on like royalty."
     Merina sighed and got into the tub, and soon began to feel more
relaxed as the hot water soaked away some of her fear and tension. 
With her eyes closed, she tried to pretend that Zarth and Sha'teem
were the ones bathing her, stroking her body gently and soothingly as
they rubbed soapy hands over her most intimate regions.  They washed
and rinsed her long hair, combed and dried it over the edge of the
tub, then told her to get out of the tub.
    As she was dried off and then massaged with a very thin film of
perfumed oil, Merina even felt a little aroused until she opened her
eyes and remembered where she was.  Then they led her out of the room,
still naked, to a larger room with about a dozen empty seats.  She was
chained by one foot to a bracket in the floor behind a partition, out
of sight of where the audience would be, and one of the handlers
brought her a little food and wine.
    "It's about a half-hour until the buyers gather, so just rest
and try to eat a little.  I'll be near by, so if you need anything,
just call out and I'll come."  Then the handler gave her a gentle pat
on the shoulder and left.
    The time dragged slowly for Merina as she sat hoping Lord
Shardin would burst through the door to rescue her.  She eventually
heard low voices and the sounds of chairs scraping, and knew the time
had arrived.  One handler--the one who had rubbed her to climax
earlier--came to unchain her.
    "Don't try to resist or struggle out there, or I'll have to use
a strap on you.   Just try to forget where you are, and let me arouse
you again."  Then he led Merina around the partition to face the
buyers.  They were all male, basically humanoid, and appeared quite
wealthy.  She bit back the tears and the rising panic, and hung
tightly to the thought that sooner or later her captain would find her
and rescue her from this nightmare.
    The handler stroked her hair, kissed her neck and shoulders, and
leaned her back against him as they stood on the platform.  She closed
her eyes, and the tears trickled down her cheeks silently.  Then he
started caressing her breasts and finally her loins.  "Zarth, I wish
this were you," she thought as she tried to remain cold and unmoving
against the handler's touch.  But the handler's skill was great, and
she felt the tingling ache of pleasure growing in her loins within a
few minutes.
    Then the handler did something she did not expect.  He laid her
down on her back, spread her legs, and slowly entered her.  As he did
this, he kissed her, tickled her nipples playfully, and rolled his
pelvis against her clitoris to stimulate her.  As his shaft pumped
within her, Merina once again closed her eyes and tried to imagine
Zarth, or at least Sha'teem, loving her, and her pelvis ached with
desire.  The handler's pelvis pushed firmly in just the right place to
cause the pleasure to rise, and in another minute, she moaned and
clenched him with her hands and legs as she shuddered with a mild
orgasm.
    As she lay limply, resting, Merina heard the sale declared
final.  She did not even know what her owner looked like, nor did she
care.  The tears slowly trickled again as she yearned for Shardin and
the warm, friendly crew of the Phoenix.  The handler helped her up,
and led her to the side of the platform.  She hadn't felt him coming
within her, but she felt the trickle of semen down the inside of her
thighs, so she knew he must have climaxed during her mindless moment
of orgasm.
    At the end of the room, a tall, middle-aged man with brown hair
and amber eyes was paying the auctioneer.  He was handsome, but his
eyes had a glint of cruelty in them.  Merina broke out in a cold
sweat, and felt her knees weaken slightly as she faced her owner. 
"Zarth, where are you?" she again silently appealed in desperation. 
Then the man came up to her, and lightly stroked her breasts as he
spoke.
    "What is your name, dear?"  he asked, smiling at her.
    "My name is Merina, sir.  I am a crewmember of the Imperial
cruiser Phoenix II, and I am not anyone's slave."
    The man raised an eyebrow and chuckled a little as he looked
down at Merina.  "Well, Merina, I am glad to see you have some spirit
in you in addition to all that sexual passion.  You should make an
interesting bed-partner tonight."  He attached a metal band around her
arm, hooked a small chain through a ring on it, and led her out of the
room.  Merina blushed with embarrassment at the thought of being led
naked through the streets, but then she found herself being urged into
a private vehicle just outside the door, in a deserted back-alley. 
The man got in next to her and again spoke to her.
    "My name is Antony, although you will have to call me 'master'
in public, at least.  And I know about your ship which is frantically
looking for you, but this is a planet where it is easy for a person to
drop from sight and never resurface again.  If I were you, I would try
to adjust to your new life and not hold out hope of being found by
that raging lion you call a captain."
    Merina smiled as she heard about Zarth searching for her.  Hope
welled in her anew, and she closed her eyes for a moment and begged
all the gods of the universe to help her friends find her quickly. 
She also made a vow to herself that she would not be a meek, obedient
slave in the meantime: she would fight this man every step of the way.

Chapter 11

    The terrified auctioneer gasped for breath and pleaded for mercy
as a seven-foot lion held him by the collar, two feet off the ground,
and threatened to rip him to shreds.  "I don't know who has her, my
lord! All I know is that she is to be sold at a secret auction
somewhere in town.  I have had nothing to do with any of this!"
    Lord Shardin slowly lowered the terrified man to the ground, but
continued to glower at him.  "I will believe you, for now, but if I
find you have withheld information, I will be back for you!  In the
meantime, you had better do your best to find out who has her, and
where, and when the auction will be held."
    "My lord, I can guess that 'when' will be very soon, within a
few hours at most, because nobody would want to risk their lives by
keeping her any longer than necessary."
    Shardin looked worried at hearing that Merina would be sold so
quickly.  It would be hard to spy on all of the wealthy mansions of
Orionis to look for a captive young woman.  After one last growled
warning to the shaken auctioneer, Shardin left with his cape swirling
behind him, to rattle yet another auctioneer in the city.
    Shardin was taking such an active part in the search for two
reasons.  Firstly, his empathic powers could sense if someone were
lying or telling the truth, and he quickly homed in on the people who
could tell more if the right 'motivation' was provided for them. 
Secondly, his sense of responsibility toward each member of his crew
was painfully strong.  He felt guilt and emotional pain every time he
thought about poor Merina, even though he had not in any way caused
her to be abducted.  He would have been miserable sitting in the ship
waiting for news.
    "My Lord," a voice on his communicator called.  "We have
detected some private vehicles leaving from the back alleys behind an
auction house on the west side.  We are releasing the drone probes to
follow each vehicle, just in case one of them has Merina in it.  It's
the only concrete lead we've had yet, sir."
    "Good work, mister!  That sounds like a very good lead to me. 
Just don't lose a single one of those cars.  I'll be joining you in
your sector just as soon as I can get there.  Shardin out."
    "Shardin to Phoenix," he then radioed.  "Sha'teem, are you on
the bridge?"
    "Aye, sir.  Any news yet?"  Sha'teem replied from the command
chair.  Shardin had him coordinating the blockades from the ship, and
leaning on the planetary government from time to time.
    "Sha'teem, I think we've got the break we need.  The officer in
charge of searching the western sector has sent probes out to follow
several private cars that just left an auction house from the rear-
alley doors.  I want you to help him coordinate those drones with the
ship's computers, and send me a map with each destination marked as
soon as they get where they're going."
    "Aye, sir.  That does sound quite promising.  I think we may
find her, after all!"
    "Did you have any doubts, Sha'teem?"  Shardin chuckled with a
joy and hope he had not felt since this crisis began seven hours ago. 
"I for one want to leave this flea-bag planet sometime in my nine
lives, and we can't leave without Merina.  It's that simple.  Let me
know where to send my soldiers as soon as you can.  Shardin out."
    				*	*	*	*	*

    The car pulled into a carport, and Merina got out with Antony
beside her.  He took her quickly inside the huge mansion, and led her
to his bedroom.  He didn't see the insect-like flying drone hover over
the parked car, and then zip through the open door right behind him. 
He didn't see the tiny camera-drone follow him as he took his newest
slave to the bedroom.  But as it parked itself for a brief moment on
Merina's hand, and then landed on the ceiling, Merina saw and
recognized it.   She tried to keep the surprise and joy out of her
expression as she realized that the Phoenix had found her, and that
help would be on its way as soon as they could trace the homing beacon
and get their attack party ready.  The drone's lighting on her hand
was Shardin's way of letting her know she had been found.  "Thank you
Zarth!" she silently said, and found that she now had the courage to
resist this man, because her captain was on his way.
    "Merina, my dear," Antony murmured huskily.  "Come here beside
me on the sofa, and we'll have some wine before retiring."
    Merina squared her shoulders, lifted her chin proudly, and said,
"No.  You don't own me, and you never will.  I would die before I
share a drink with the likes of you."
    Antony turned and looked at her in amusement.  "So, the kitten
still flexes her claws, eh?  Well, I intend to finish my glass of wine
in a civilized manner, and then I'll attend to you.  You ought to
enjoy your last moments of rebellion while you can, because after this
night, you will know beyond all doubt that I am your master, and you
will kneel at my feet if I order you to."
    				*	*	*	*	*

    In the drone command unit, Shardin sat watching the dozen
monitors showing various scenes, including several chauffeured
vehicles driving through exclusive neighborhoods.  One car pulled into
a garage as he watched, and the drone followed and hovered as a man
and a naked girl got out.
    "We've found her!  Ensign, concentrate your efforts on drone
#C67, and keep it following her into that house!"  Shardin was
ecstatic.  "Sha'teem!  We've found her!  Get a fix on #C67, and print
out a map with the location marked, and deploy the strike-force teams
to this sector."
    "Aye sir, we've almost got it pinpointed, and the forces are on
their way to your command-center now.  And congratulations, sir!"
    Shardin grinned and watched the picture from the drone as it
followed Merina upstairs behind the man who led her by a small chain
hooked to an armband.  Shardin's expression changed to distaste. 
"That lecherous bastard! He's going to be sorry he ever laid eyes on
her by the time I get through with him.  Ensign," he addressed the
young operator for the drone in question, "see if you can't give
Merina a signal in some subtle way.  Let her know we've found her,
without him seeing it."
    The technician fiddled with some controls, and as the man turned
his back to pour some wine, the drone swooped down, landed on Merina's
hand for about a second, then zipped back up to the ceiling.  The
girl's brief look of recognition and joy before she masked her
expression was worth millions to the worry-worn captain.  "Hang in
there, baby.  The troops are on their way!"
    As soon as the strike units arrived, Shardin packed the portable
drone-monitor and the technician into a jet-transport with him, and
they all headed for the mansion to rescue Merina.  As Shardin watched
Merina refusing the man's offer of wine, he groaned.  "Don't bait him,
silly!  Play along, waste time, give us time to get there.  I want to
rescue you before he beats the daylights out of you and rapes you, not
afterwards, Merina!"
    				*	*	*	*	*

    Merina gulped slightly, but stood her ground as Antony finished
his last sip of wine and walked slowly toward her.  "You're going to
have a fight on your hands if you try to touch me," she said as she
took a step backwards toward the door.
    Antony smiled coldly.  "If it's a fight you want, I'll give you
one," he said as he took a leather riding crop  out of a drawer and
advanced toward her.  "You want to call a truce now, before it's too
late, my dear?" he smiled menacingly.
    Merina decided to fight another day, and bolted for the door. 
Beyond her hearing, Shardin urged her on, praying for her escape and
ordering the transports to go faster.  Antony caught her before she
got the door open, and threw her to the floor.  The riding crop 
slashed down onto the back of her thighs, and Merina gave a short yelp
of pain and jumped up.  She backed away from him as he slowly advanced
on her again, the crop poised to strike again.
    "Look behind you, Merina!" Shardin shouted as he watched the
monitor.  They were less than a mile from the house now.
    Merina did not look behind her, and backed up against the large
bed, almost falling backwards onto it.  Antony grinningly advanced,
and Merina turned to run across the bed and get away from his grasp,
but he lunged suddenly and caught her, shoving her forward so that she
fell halfway onto the bed, face down.
    Antony quickly pinned her hands behind her back and held them
with one strong hand, while the other hand brought the crop down onto
her bare backside.  Merina squealed with pain, and thrashed about
trying to get loose.  Her legs were hanging down the side of the
somewhat high bed, and could not get much leverage, so she was
essentially helpless.  She knew it; Shardin knew it as the transports
crashed the front gate; and Antony knew it, as he brought the crop down again and again on her backside and thighs.  Each stroke raised a
welt, and even Shardin could see them through the small monitor, and
could hear her cries of pain and rage.
    Then Antony changed his tactics.  Suddenly, without warning, he
flipped Merina onto her back, and before she knew what was happening,
he was on top of her, pushing her legs apart with his knees.  One
quick rip at a cord around his waist, and his robe was open, freeing
his erect shaft, which plunged suddenly into Merina.
    "No!" she screamed, in an echo of Shardin's own cry of outrage
at what he saw through the monitor as the transport stopped in front
of the house.  "Merina fought and tried to pull herself off of the
shaft that impaled her, to no avail.  Antony began pumping savagely
within her, and enjoyed his cruel game for perhaps six seconds before
all hell broke loose.  For at that moment, the front door of his house
was blasted away by laser-fire, and storm-troopers rushed into the
house and up the stairs.
    Antony pulled out of Merina and stood back in shock as pounding
feet raced up the stairs.  Merina jumped up and stood beside the bed,
grabbing a pillow to cover herself with just as the troopers rushed in
and roughly grabbed Antony.  The troopers shoved him toward the
bedroom door, where he was met by 250 pounds of murderously angry cat. 
Shardin broke the terrified man's neck with one squeeze of his
powerful fists, dropped him, and turned toward Merina.  The fury in
his eyes melted instantly, and he rushed over to her, arms open for
her.
    Merina plunged headlong into Shardin's embrace, dropping the
pillow and forgetting the two dozen troopers who stood awkwardly in
the room.  "Oh Zarth, I'm so glad to see you!  I was so scared you
wouldn't be able to find me, and I...and then he..."  By this point
she was crying too hard to speak, and melted against Shardin's warm
body, wrapped snugly by now within his long, black cape.  He picked
her up and carried her out to the transport, purring loving
reassurances in her ear, kissing her forehead, rubbing his cheek
against her soft hair.
    Merina held Shardin tightly, and cried herself to sleep as they
rode the transport back to the shuttle pad.  She continued to sleep
soundly in his arms, cradled like a child, as they rode the shuttle
back to the Phoenix II.  Shardin quietly carried her to his quarters,
where she stirred slightly as he laid her on his bed.
    "Just rest, sweetheart.  I'll be right here beside you, holding
you as long as you want to sleep.  You're back on the Phoenix, safe
and sound."  Zarth leaned over and pulled a blanket over her, then lay
down beside her, stroking her hair and hugging her gently.
    "It feels so good to be home and in your arms, Zarth.  I should
have known you'd find me.  I worried more than I should have while I
was being sold.  I'm not that sleepy now, but could you still lay here
and hold me and make me feel good?"
    "Certainly, love," he murmured as he stroked her back soothingly
with his fingertips.  She sighed with pleasure as she felt his hands
reach under the cape and blanket around her, stroking and lightly
tickling her nude body.  He moved his head down and kissed her
nipples, then sucked on them teasingly, one at a time, while his hands
continued stroking her body.  When a hand touched one of the pink
welts on her backside, she flinched slightly, and Zarth remembered
about what Antony had done with that riding crop .
    "I'm sorry, baby.  I forgot about those welts.  I know they must
be hurting you.  Do you want me to have sickbay send something down
here that I can rub on them for you?  I can make even that a pleasant
experience for you, and I'd feel better knowing that you've been well-
attended to."  He nuzzled her neck a little as he spoke, and Merina
stroked his tawny mane affectionately.
    "I don't think those few little welts need that much attention,
really.  But if you will feel better by doing something about it, then
I'd enjoy being pampered and ministered to."
    Zarth make a call, and a few minutes later a small tube of
medicine was delivered to his door by a messenger.  As he gently
rubbed the cooling, pain-killing gel into each welt on Merina's bare
backside and thighs, she sighed with contentment.
    "Ooh, that does feel good, Zarth.  So cool and tingly.  You are
so good to me, darling!"  Zarth smiled and planted a kiss on each
cheek of her shapely butt, then massaged them gently with his hands. 
The medicine had soaked in and disappeared, and the welts were already
beginning to fade significantly.  As he continued gently kneading the
muscles of her buttocks and thighs, Merina slowly spread her legs
apart and sighed with pleasure.  Zarth reached between her thighs and
began softly stroking her pubic region with his fingers, and gradually
homed in on her clitoris.  "Do you want me to make you feel good,
love?  Or do you want me to leave you alone there?"
    Her silent reply was to draw her knees up even farther apart,
hiking her butt up slightly in the air so he could reach under her
better, and to moan with pleasure.  Zarth chuckled softly and began
stroking her clitoris with his fingers while he planted kisses on her
back.  She soon began moving her pelvis gently up and down against his
fingers, and then turned over and spread her legs while smiling
contentedly at him.
    Zarth grinned and winked at Merina, as his mouth moved down to
her loins.  Slowly, teasingly, he began licking and tantalizing her
throbbing organ.  Her groans of pleasure were music to his ears--music
he had been so afraid he would never hear again from her lips.  If
they had not found her....  But then he pushed those frightening
thoughts from his mind and concentrated on making Merina forget every
moment of those hours of fear and abuse.  He wanted them to fade from
her mind like a bad dream--to be replaced by the reality of his love
and tender attentions.
    Merina also had the same idea, and reveled in his every touch as
she zeroed her whole attention in on her marvelous man-cat.  She
groaned and arched her pelvis, grinding it against Zarth's tongue, and
reached for one of his hands which were stroking her breasts.  She
pulled his hand up to her forehead, and heard him chuckle as he placed
his fingertips in the correct position.  Her mind suddenly filled with
images of love--of Zarth hugging and kissing her, of reassurances that
he would keep her safe always, and above all, images of how very
special she herself was in his eyes.  She stroked the massive head and
tawny mane and sent her own images of love and gratitude out for Zarth
to pick up with his powerful mind.  Then she closed her eyes and
relaxed as the first impulses began flowing into the pleasure center
of her brain.
    The ecstasy flowered in her loins and spread, gently but
relentlessly growing as Zarth's tongue and mind worked expertly in
rhythm with her throbbing sex.  She pushed steadily into the tongue
and into the ecstasy of arousal, moving quickly toward a peak.  The
delicious sensations grew, becoming almost unbearable, until her
tantalized nerve endings short-circuited and she went into orgasm.  
    As she moaned loudly and thrust her pelvis hard against Zarth in
her ecstasy, he gave one gentle pulse of energy and began withdrawing
his mind.  Her vaginal muscles pulsed against his tongue, and
wonderful, musky-scented juice flowed freely from  her.  He licked
tenderly in and around her vagina, reveling in the taste and smell of
a female in orgasm.  The pheromones were at their strongest at this
moment, and the scent of climax was an unmistakeable and arousing one
to him.
    Merina rested limply as Zarth nuzzled, licked, and kissed her
almost reverently in that most intimate area.  "Zarth, isn't it your
turn now?" she mumbled with a peaceful smile as she stroked his soft
mane.
    "I'll wait til morning for my turn, sweetheart.  I wanted to do
this as a gift, free and clear.  My pleasure can wait a few hours,
while you sleep this orgasm off.  Would you like to lay on top of me
while we sleep?" he asked as he rose from her loins and lay down
beside her, rubbing his wet mouth slightly against the covers as he
went.
    "Ooh, you smell funky!" she mumbled as he kissed her.
    "No, I smell wonderful because I smell like you, darling," he
purred as he kissed her again, rolling her on top of him.  Merina
snuggled against his warm, furry chest, and was soon sound asleep. 
Zarth pulled the blanket back over her, kissed her tenderly on the
cheek,and then drifted off to sleep with his arms around her.

Chapter 12
    Shardin strolled onto the bridge looking contented and happy. 
Sha'teem grinned at his captain as he relinguished the command chair. 
"How is Merina doing, my lord?"
    "She's just fine now, Sha'teem. 100% recovered from her ordeal,
I'd say.  She was just getting some clothes sent up to her in my
quarters when I left her."  He smiled as he recalled how she woke him
up a little while ago: stroking his balls lightly and mounting herself
on his phallus as it emerged from its sheath.  They had made love
lustily, with her on top and in command of the situation.  Merina
brought him to a thundering climax so quickly that he almost didn't
have the presence of mind to remember to touch her forehead and send
her grinding ecstatically into him just as he ejaculated.  Now, he was
back on the bridge and had other matters to turn his mind to.
    "My lord,"  Sha'teem gently inserted, breaking his reverie, "the
planetary government informed us a little while ago that they have
captured one of the men directly responsible for Merina's kidnapping,
and are holding him in custody awaiting our instructions."
    "Outstanding, Sha'teem!" he enthused, but then sobered a little
with his next thought.  " Admiral Diergov told us to make an example
of this planet that will be heard throughout the empire, so that's
what we'd better do.  Have a shuttle made ready, and a few storm-
troopers to accompany me."
    "Aye, sir.  And shall I notify the planetary council to be
waiting for your arrival, and to have the prisoner there waiting?" 
Sha'teem knew his captain well, and had some idea of the nature of the
punishment to be executed against the unfortunate criminal.  Shardin
was normally peaceable, affectionate, and harmless as a fly; but when
one of the crewmembers under his care was harmed, his rage knew no
bounds, and his vengeance could be terrible.
    Shardin smiled a little sadly as he nodded at Sha'teem.  He knew
what he needed to do to punish the kidnapper, but enough time had now
passed that the sense of outrage was no longer in his heart.  Merina
was fine now, and even the welts on her backside had faded away to
nearly nothing.  But the example still had to be set, and he set off
resolutely for the shuttle-bay.
    As he rode the shuttle to the palace that housed the government
of Orionis, Shardin relived in his mind the images of Antony whipping
and then raping Merina, and remembered the images from her mind of the
handlers' treatment of her, and of the sale.  He felt her fear and
humiliation in his mind as he remembered, and the outrage and anger
returned to his heart, as he had hoped it would.  He needed those
feelings coursing strongly through his veins in order to do what he
had to do in his role of Imperial judge, jury, and executor-of-
justice.

    				*	*	*	*	*

    "My lord, we are most honored to have you here," the prime-
minister of Orionis exclaimed, bowing humbly.  The Council had
gathered, and two guards held a terrified but seedy-looking man
between them.  His hands were shackled behind his back.  He whitened
in terror as Shardin and the storm-troopers marched sharply into the
room.
    "Prime-minister, what evidence can you present me to prove that
this is one of the men who abducted my crewmember?" Shardin asked the
nervous leader.  He wanted to make sure they hadn't grabbed just
anyone off the streets as a scape-goat.  A planet like Orionis could
not survive without the good-will of the Empire, and Shardin knew they
would do anything at this point to re-establish that good will.
    The prime-minister presented his case against the man, and then
Shardin walked over to the prisoner.  "If you are innocent, you have
nothing to fear from me, because my mind will see your innocence.  I
will not hurt an innocent man.  Now, clear your mind and let me ask
you a few questions."
    Shardin asked the man about the abduction, and listened
carefully as the man answered the questions.  The man said that he had
nothing to do with any of it, and that he was being railroaded; but as
he spoke, Shardin sensed the fear and guilt that always accompanied
lying.  He calmly said, "I can sense you are lying about something. 
Perhaps you'd better clarify yourself a bit better."
    The man became more flustered, and said that he thought he had
seen the girl, but that he had not abducted her, and that he thought
one of his friends might have done it.  Shardin still sensed the fear,
but also sensed a sly cunning within the mind, as the man thought he
was squirming out of this jam.  Shardin had succeeded in throwing him
off-guard by acting calm, equitable, and even courteous.  The man's
true nature was beginning to become evident now to Shardin's empathic
mind.
    "I must see your thoughts now, by touching your mind.  Again, if
you are innocent, you have nothing to fear from me," Shardin said,
smiling with deceptive gentleness.
    The man backed up in fear, and Shardin motioned for two of his
troopers to hold the man firmly, then approached and placed both of
his hands on the man's forehead.  This melding would be forced, and he
would need power surging through both hands to forge the link.
    Shardin's mind forced it's way past the blockades in the
prisoner's mind and saw the truth.  He saw the syringe injecting a
sedative into Merina's arm.  He saw the ride in a darkened van with
the unconscious girl, and the hand lasciviously stroking her
unconscious body in an intimate manner.  He even saw the sleeping girl
being mounted in an assault she would thankfully never know about.  He
had seen enough.  The rage built up in him and overflowed into the
depraved criminal's brain, and the man screamed shrilly with terror
and pain.
    Then Shardin released his grip and stepped back for a moment. 
"This man is guilty of kidnapping and raping a crew member of the
Imperial Fleet.  The penalty is death.  Is there a dissenting voice in
this assembly, before I carry out the sentence?"
    "No, my lord," came the murmured response from the Council.
    Shardin then ordered his troopers to strip the clothes off of
the prisoner, and hold him down spread-eagled on his back on a nearby
table.  When they had complied, he approached the man calmly, regally,
and with murderous intent gleaming in his green eyes.  The miserable
man screamed and fought in vain, as Shardin placed both hands again on
the struggling forehead.
    The pulses of extremely powerful energy shot from his mind into
the pleasure center of the man's brain. His flaccid organ instantly
became engorged and lifted, pulsing with strong arousal.  Within a few
seconds he ejaculated, crying out with the intensity of the orgasm. 
But still the energy poured into that center of his brain, and still
he gasped and screamed with the ecstasy that had suddenly turned into
torture.  His penis continued to throb in abortive efforts to
ejaculate again, and his arms and legs twitched almost as if he were
being electrocuted.  His screams filled the chamber and echoed out
into the corridors, and still the energy pulsed, torturing him with an
orgasm that would not cease.  Finally, after nearly two minutes, the
screams ceased as the man's overworked cranial arteries burst, and he
instantly died of a massive stroke.
     Shardin let go quickly, and staggered--drained and weakened
from all the energy he had expended to short-circuit this man's brain. 
Two of his troopers quickly grabbed each of his arms and supported him
for a few minutes until he slowly regained his strength.  He
gratefully hung on to them, panting a bit, while his mind eased back
toward a calmer, more relaxed level.
    The council chamber was silent while the dead prisoner was taken
away.  The Council members sat in shocked and terrified silence, and
waited with averted eyes for Lord Shardin to regain enough strength to
speak again.  Finally he let go of the troopers who supported him, and
walked slowly over to the Council.
    "Sirs, I hope you will let this execution serve as an example to
you and your people, that the Empire will not tolerate any acts of
aggression against its representatives.  We have every desire to let
your people live their lives in peace, and to help your people in
times of famine or sickness, but this rule has to be followed without
exception.  Please see that every person on this planet understands
the penalty for assaulting any member of the Imperial Fleet." 
    Shardin then turned and walked out of the chamber and boarded
his shuttle, followed by his storm-troopers.  And as he sat at last in
the privacy of his shuttle-cabin, Lord Shardin lowered his head into
his hands, and wept.
    				
Chapter 13

    The Phoenix and her sister-ships streaked away from Orionis
toward their first jump-point, and Sha'teem no longer needed to
monitor the bridge for a while.  He quickly turned the control over to
another officer, and headed for Shardin's quarters.  On the way, he
picked up a bottle of Antarean brandy from his quarters, smiling at
remembrances of the effect this stuff had on his friend.
    He arrived at Shardin's door and was admitted by Shardin, who
smiled sadly as he sat back down in his favorite chair.  Sha'teem
poured them both a drink, and handed one to Zarth as he sat down in a
chair close by.  "You had to do it, Zarth.  He was guilty as hell, and
deserved to die."
    Zarth sighed, and took a large swallow of the brandy.  "I know,
old friend.  But did I really have to kill him in that fashion?  Why
didn't I just draw a phaser and shoot the bastard?  He'd be just as
dead, and I wouldn't feel so...so...inhuman!"
    Sha'teem laid a hand on his friend's shoulder and squeezed
gently.  "Because the Admiral ordered you to make an example of this
planet that the entire empire would pay attention to.  You did that.
Now forget about it."
    "How can I forget that I used that special gift in my mind to
kill, rather than to give pleasure?  And how can I use that gift
again, knowing what it is capable of?"  He took another jolt of the
brandy as he felt the tears brimming in his eyes again.
    "It doesn't have to be that way, Zarth," Sha'teem quietly
consoled his friend.  "Just give yourself a little time to get over
the feelings of guilt, and to find that center of peace in your soul. 
That peace and affection is what makes you the person you are--the
person we all love and would gladly die for in battle.  You haven't
changed, Zarth!  You are still that person, no matter what you had to
do on that planet.  Just give yourself some time, and let the people
of this ship love you, and don't be afraid to love them back.  You
know in your heart that you would never harm them, even in a moment of
anger over some broken rule."
    Sha'teem then got up and gave Zarth's shoulder one more squeeze
before heading for the door.  "I'm going to send someone in here in a
few minutes, Zarth.  Someone who I think can do you a lot of good. 
I'm not going to let you sit in here all alone and cry in your
brandy."
    Zarth blinked back the tears and smiled at his friend.  "Thanks
Sha'teem.  I know you're right, and I won't send this person away. 
Just one question, though.  Is this person male or female?"
    "I'll let that part be a surprise, old tom-cat!" Sha'teem
chuckled as he left.
    After Sha'teem left, Shardin took only a small sip of the brandy
before putting the glass down.  He was now pleasantly sloshed, but he
no longer wanted to drink himself into oblivion.  Sha'teem had piqued
his curiosity, and had also made a great deal of sense in the other
things he had said.  Shardin sat back in his chair and relaxed while
waiting for his 'mystery-guest' to arrive.
    The door buzzed.  "Come in," Shardin called, as he stood up and
faced the opening door.  In walked Amri...with a regulation haircut. 
Shardin burst into a merry chuckle as he shook his head and said, "I
should have known.  Come in Amri...and my compliments on your
haircut."
    "Thank you, my lord," Amri murmured with a grin as he kneeled. 
"May I have the pleasure of serving you, master?"
    				*	*	*	*	*

    Back on the bridge, Sha'teem smiled as he watched the stars
slide by.  He knew his friend was in good hands, and relaxed into the
command chair and dreamed about what adventures might lie ahead for
the Phoenix II and her intrepid crew.

    				The End











                   Adventures of the Phoenix: Part II.
                        Dalton's Dream Planet    
                          
Chapter 1
 
    Three galactic cruisers sailed through the empty void of space
toward another assignment.  On board the ships, tensions were high;
the crews were badly in need of a little R&R.  It had been over six
months since their last debauch--a memorable little world called
Orionis, where sex was the primary diversion among all its
inhabitants.  Since then, the Phoenix II and her sister ships of the
Imperial Fleet's 'first wing' had been involved in a minor military
action in the Denebian system.  Putting down the rebellion there had
stretched from the predicted few weeks into several months of
frustrating guerilla warfare, leaving the crews exhausted and unhappy.
    Lord Shardin sat in the command chair, feeling the negative
emotions of his crew with his empathic mind, and made a decision. 
"Lieutenant Voth, please compute the necessary 'jumps' required to
take us to Dalton's Dream Planet in the shortest possible time." 
Shardin supressed a grin as the waves of hope and excitement hit him
from around the bridge.  They all knew that a trip to Dalton's was
something akin to dying and going to Heaven.
    "My Lord, we can be circling the planet within five days, after
going through three 'jumps'," the lieutenant responded hopefully.  He
had not yet been to that magical world, but had heard many wonderful
stories about it from other crewmembers who had.  It was said that
anything you think about becomes real, and you get to experience your
fondest fantasies to the hilt.
    Lord Shardin grinned at Commander Sha'teem, his First-officer,
who was every bit as excited as the younger bridge officers.  Sha'teem
had been there.  He watched with mounting excitement as Lord Shardin
contacted Admiral Diergov for permission to divert to Dalton's for
extended shoreleave.  Surprisingly, the Admiral agreed with only a
token amount of haggling, and as the communications screen went blank,
cheers erupted around the bridge.  Within moments the good news was
announced on all three ships, and Sha'teem watched Shardin close his
eyes and bask contentedly in the happy emotions flooding through his
ship.
    After turning the bridge over to the chief helmsman, Shardin 
and Sha'teem left the bridge and strolled the decks together.  "So
tell me, Zarth.  Are you going to take a companion to the planet, or
are you going solo?" Sha'teem asked his captain.  Shardin smiled and
his tail swished lazily as he walked.
    "I may try it both ways, Sha'teem," he murmured with a pensive
smile.  He had not quite recovered his self-esteem and happy demeanor
in the months that had elapsed since his experiences on Orionis. 
Having to use his mental powers to kill rather than to give pleasure
had left him devastated and afraid of his own mind, and it had taken
the loving support of the entire crew to bring him out of it.
    The military engagement on Deneb-6 had also dealt him a mixed
dose of pleasure and sorrow.  A soldier to the core, Shardin reveled
in planning battle strategy and leading the ships into skirmishes with
rebel ships.  But the flip-side of the 'fun and games' of fighting was
the loss of lives, which left both Shardin and Sha'teem grief-
stricken.  That was an inevitable price of war, but Shardin always
took those losses personally and grieved for the dead soldiers as if
they were his own children.  Which, in a sense, is what they were;
those crewmembers on his ship were his to command, but they were also
his to protect and care for.  And Shardin took that responsibility
very seriously.  Sha'teem grieved as well, but was more philosophical
and at peace with himself at the same time.
    There was one 'almost-casualty', however, that shook both
Shardin and Sha'teem to the core: Amri, their youngest cadet.  Amri
had joined the crew during their shoreleave on Orionis, when Sha'teem
and three of the women of the Phoenix had 'purchased' him as a sex-
slave from an auction.  Of course he was then free, and joined the
crew as a trainee, but he still enjoyed playing the game of 'sex-
slave-extraordinaire' when time permitted.  Needless to say, the women
of the ship loved him to death, and both Shardin and Sha'teem felt a
semi-fatherly affection for the boy that had grown stronger with the
passing time.
    Amri had quickly become a top-notch cadet in the months that
followed, and just a month ago he had finally badgered Shardin into
letting him take part in some of the action on Deneb-6.  Amri's
assignment involved a little snooping and spying--a task for which the
seventeen-year-old had demonstrated unswerving ability.  But, after
about a week of successful undercover surveillance, something went
wrong and Amri dropped out of sight.
    Shardin and Sha'teem were frantic.  They went to unbelievable
lengths in searching for the boy, at the risk of weakening their
military position against the rebels.  Day after day they sent
hundreds of 'insect' drones flying over the huge city where Amri had
disappeared.
    Finally, as their more experienced  'cloak-and-dagger' officers
centered in on several leads, Amri was found by a drone and tagged
with a homing device, and the chase was on. His rebel captors had
treated him badly, and by the time Shardin and Sha'teem caught up with
them and liberated the boy, he was an emotional (and physical) wreck.
    Sha'teem had reached the boy's cell first, and found him tied to
a bed in a position that would lead one to some obvious conclusions
concerning what had been done to him.  He also showed fresh welts and
belt-marks, as well as a fair number of bruises, on his naked body. 
Sha'teem choked back the tears of rage as he untied Amri, and as he
helped the boy to his feet, Shardin rushed in.
    Amri bravely stood and saluted his captain. "Cadet Amri ready to
report, my Lord," the boy said in a shaky voice, and Sha'teem saw the
tears spring into Shardin's eyes.
    "It's all right, Amri.  You're safe now, son," Shardin whispered
in an emotion-choked voice, as he wrapped his cape around the boy and
held him tightly.  Amri's last remnants of control shattered, and he
sobbed convulsively for many minutes as both Shardin and Sha'teem
embraced and consoled him (and each other).
    Amri spent a couple of days in sickbay--with Shardin, Sha'teem,
and most of the women of the ship taking turns sitting by him,
pampering him in every way known to humankind.  His cheerful demeanor
returned quickly enough, and his young body mended just as quickly,
but Shardin could still sense the hurt and fear under the surface in
the boy's mind.  That worried him, and he wanted more than anything to
sooth the boy's memory of that abuse and humiliation, and help Amri
regain that carefree happiness which made him so wonderfully special. 
A trip to Dalton's Dream Planet would help all of them, especially
Amri, Shardin thought as he and Sha'teem quietly walked through the
ship.
    Sha'teem also thought about the well-known therapeutic benefits
of acting out one's fantasies, desires, and even fears, in the private
and safe environment of Dalton's Planet.  He knew an over-worked,
guilt-ridden starship captain who needed the soul-cleansing effects of
that magical world even more than Amri did.  And he also knew that he
needed it, too. 
    					*	*	*
     The days passed quickly for the excited crews, and soon the
three star-cruisers found themselves settling into parking orbit over
the cloud-swirled surface of Dalton's Dream Planet.  Since the planet
and its natives were truly magical, the first response the Phoenix
received from its arrival was a sudden puff of orange smoke on the
bridge.
    Out stepped a wizard, decked out in robes and wielding his
power-staff.  "Welcome, children, welcome! You are all invited to live
out your fondest dreams or memories on our humble world. My name is
Vandorth, and I am your representative for this visit.  It is my honor
to guide each of you through the fulfillment of your wishes on the
planet's surface. Once I have read the minds of all of you and
processed the information for the central coordinator, you will be
free to come and go on the planet at your convenience."
    The wizard's task was quickly completed, and the time was
finally at hand--shoreleave time! 


Chapter 2 

    In addition to the more magical aspects of Dalton's, there was
also a very real city, full of attractions.  One of the more popular
spots for visitors was the open-air marketplace, where all kinds of
goods--magical or otherwise--could be bought.  It was here that Amri,
Shardin, Caitlin, and Xia began their planetside activities.
    One of the most sought-after items on the surface of Dalton's
was a rug made from the fur of a powerfully magical beast called a
Vortavar.  This llama-like animal had thick, unbelievably soft fur,
which was imbued with the power to enhance the sexual experiences of
anyone lying on the fur at the time.  The magic also extended so far
as to repeat the vision when the person lay on the rug alone later.
    This highly advantageous aspect of the fur rug made it one of
the most sought-after commodities in the galaxy, and the price it
brought was often exorbitant.  Fortunately, the Vortavars were easy to
breed in captivity, and there was usually a good supply of rugs on
hand at the market.  It was at one of the many 'Dalton Dream Rugs'
booths that Shardin saw Amri rivetted like a magnet.
    Shardin watched, grinning, while Amri tried valiantly to haggle
the merchant's price down to an affordable level.  Amri wanted a rug
desperately, and Shardin, sensing this, ambled over and watched with a
mischievous smile.  The haggling finally reached a deadlock, still far
above any price the young cadet could afford, and Amri walked away,
dejected and embarrassed.
    Shardin motioned for Xia to go with the boy, and with a wink and
a grin let her in on his plan.  Xia dashed off after Amri, trying to
keep a straight face, while Shardin selected a larger, more expensive
rug and bought it for the boy.  He and Caitlin caught up with Amri and
Xia in a small park, and Shardin smiled sympathetically when he saw
the boy sitting on a bench, staring moodily at a pond with flying fish
and ducks which changed color every few seconds.
    Sneaking up behind Amri, he draped the rug over his slumped
shoulders.  Amri straightened up in surprise, looked at the large rug
and at his grinning Captain, and light dawned.
    "My Lord, you shouldn't have!" he exclaimed, delighted but also
embarrassed at being given something so expensive.  Amri looked
sheepishly at Shardin, who sat down beside him and smiled as he laid
his hand affectionately on the boy's shoulder.
    "I want you to have it, Amri.  You give all of us on the Phoenix
so much joy, and it's only right for us to return some of that joy to
you in some way."  He playfully touseled Amri's hair for a moment,
giving the boy a chance to blink back the tears of gratitude that had
welled in his eyes.  Then he leaned closer, eyes twinkling with mirth,
and whispered, "Besides, I may want to borrow it a time or two,
myself."
    "Certainly, my Lord!" Amri exclaimed, and added with a smile,
"And perhaps we could use the rug together a time or two as well,
sir?"  He looked up at his captain with such love and adoration that
Shardin's eyes misted over and he felt his loins stirring.  Silently,
he nodded his assent, and stroked the boy's hair for a moment before
letting his hand drop back to his side and regaining his composure.
    The girls, meanwhile, were intently studying the pond in their
efforts to ignore Shardin and Amri for a few minutes.  They discussed
their plans for the day, and were giggling over each other's fantasies
when Shardin and Amri interrupted them.
    "Are you girls ready to tell us if we're in your fantasies for
the day, or not?" Shardin purred as he embraced Caitlin.  She squealed
with delight and squirmed as he began tickling her mercilessly.
    "All right Zarth, we'll tell!" she panted, still giggling.  "Xia
and I were just discussing that magic carpet, and we were wondering if
Amri would like to break it in with a real, bona-fide orgy?  The four
of us would fit on it comfortably, and we could find a nice, private
meadow to try it out on.  That is, if you want to, Amri. It is your
rug, after all."  She smiled at Amri as he glanced back and forth at
his three friends.
    "I think it would be wonderful!" he exclaimed, feeling the
beginnings of an erection already.  "And did you know that this rug
remembers as many as a dozen sexual episodes on it, and when you lay
down on it alone later, you don't know which episode you're going to
be re-living.  The merchant told me that today.  I can't wait to begin
putting memories into this rug!  Let's go find that meadow!" 
    				*	*	*

    By silent consent, Xia, Caitlin, and Zarth decided to give Amri
(and his rug) an experience he would never forget.  After finding
themselves magically transported to a sunny, flowery meadow, they
quickly spread the rug out and stripped their clothes off.
    At that point, Amri found himself being gently laid onto the rug
and ministered unto by two amorous human women and a seven-foot male
cat.  There were hands stroking his body with exquisite tenderness as
he stretched out on his back; there was a mouth pumping and sucking on
his throbbing cock; there was a mouth kissing his face and neck and
nibbling on his ears; and of course there was a furry hand on his
forehead gently sending energy pulses into the pleasure center of his
brain.
    Amri groaned and arched with the intensity of the pleasure, and
closed his eyes as the enhanced images from the rug flooded over his
body and mind.  As the pleasures raced through his shuddering body,
Amri blindly groped with his hands, found a female body, rolled over
and mounted her.  As he pumped within the warm, wet loins, Amri began
sensing not only his arousal, but the pleasure coursing through her
loins, and realized that Zarth must be touching both her head and his,
driving them both wild with the energy from his mind.  In addition,
the rug was amplifying the energy and bouncing it back into all four
of them.
    Amri opened his eyes and watched for a few moments before he was
drawn inexorably back to the throbbing arousal in his loins. He was on
top of Xia, and Zarth had a hand on each of their foreheads.  Zarth,
in turn, was groaning and thrusting against the rug with arousal.  At
that moment, Caitlin squirmed into the midst of the bodies and quickly
got under Zarth, offering him something more pleasant to thrust
within.  The pleasure bouncing back from the rug enveloped her as
well, and she moaned and shuddered with arousal.
    Then Amri became submerged in the mindless pleasure again, and
closed his eyes.  He wished this could go on for a while longer before
he climaxed, and, magically, it did.  The rug could not only increase
pleasure--it could prolong it as well.  
    At some point during this session, Zarth realized that if he
simply grasped the rug with his hands, he could funnel the energy
through the rug and have it surge through all four of their minds. 
The rug magically knew where to send the energy surges in each brain. 
Including Zarth's! 
    This new experience sent Zarth into wild fits of passion.  He
had never felt his own brain's pleasure center stimulated by this
energy before.  He had only been able to give this gift to others. 
But now, through the rug's magical echo, he experienced it and felt
himself close to tears with the intense joy he felt along with the
arousal. He quickly reached orgasm and roared until he was hoarse as
he shot stream after stream of semen into Caitlin's spasming loins.
    The orgasms went off like firecrackers then, one after the
other, until all four lovers were totally drained and exhausted.  They
lay for a long time on each other as if dead, and finally rolled into
more comfortable positions and slept for a few hours in the warm
sunshine.  Nearby, the magician overseeing this group smiled with
satisfaction as he made plans for the next fantasies they would be
experiencing that day.
    				*	*	*

    Caitlin woke up first and found herself on top of Zarth, with
Xia next to him.  Amri was partly on top of Xia, but with one leg
draped over Zarth's leg and his face nuzzled against Zarth's furry
neck.  Seven-foot cats were wonderful to sleep with, Caitlin mused
with an affectionate smile.  Then she noticed the wizard about 30 feet
away, beckoning to her to come.
    "Zarth," she whispered, and he woke up with a slight start. 
"The wizard is calling me now.  I've got another fantasy I'm going
through alone, so I'll meet the three of you back at the duck pond at
suppertime, OK?" 
    "OK, sweetheart," Zarth mumbled sleepily as he caressed
Caitlin's body lovingly.  "And thanks for making me feel so good a
while ago.  Have to do this again sometime. By the way, what's your
fantasy about, or can I ask?" 
    "I'm going to be 'Dark Fader's personal sex-slave for a few
hours," Caitlin snickered. 
    "Who the Hell is Dark Fader?" Zarth queried, now wide awake. "I
never heard of him." 
    "He's a character from an Earth movie I used to watch a lot. 
It's a science-fiction story."
    "Then tell me all about it when you get back," Zarth murmured as
he kissed her again. 
    Caitlin dressed quickly and walked off toward the wizard.  As
she neared him, an orange mist enveloped her and she disappeared into
it.  Zarth watched as the mist vanished, leaving only the wizard
standing there, beckoning him this time.  All the whispering between
him and Caitlin had awakened Amri, and Zarth felt the boy's loins
thrust slightly against his leg in greeting.
     "Are you leaving, my Lord?" Amri murmured, his mouth still
nuzzling Zarth's neck.  Zarth smiled at the affection flooding into
his mind from the boy, and gently pulled Amri on top of him. "Do you
want me to stay, Amri?" he whispered as he massaged the boy's back and
felt their two pelvises pressing together.
     "Just for a few minutes, I guess, sir. I know you have your own
fantasies to experience, and so do I.  But it feels so good just to
lay here with you holding me.  And this rug is so wonderful!  Thank
you for buying it for me.  I'm glad there will be memories of you in
it."
    Amri buried his face against Zarth's chest and reveled in the
warm embrace.  He sighed with pleasure and spread his legs slightly as
Zarth's hands slowly moved down and began massaging his backside. 
Amri felt safe with his Captain, because he knew that Zarth would
never touch him in a sexual manner there.  After what had been done to
him forcibly during his captivity, Amri didn't think he ever wanted to
be mounted from behind again.
    Actually, in the six months since he left Orionis no one on the
Phoenix had ever requested that kind of relationship with him, so it
had become a part of his past life that he felt he had out-grown. 
Unfortunately, that frame of mind had made the assaults during his
captivity all the more terrifying and humiliating to him.  The memory
still gave him cold sweats.
     Amri realized that Zarth's empathic mind was picking up his
emotions, because the hands had moved back up away from his butt and
were stroking his hair and back soothingly now.  Smiling gratefully,
Amri cleared his mind of the unpleasant memories and hugged Zarth
tightly.  "I'm not afraid of you, my Lord...I trust you.  You can do
what you were doing.  I liked it a lot," he whispered. 
    "I know you trust me, son," Zarth murmured back as his hands
again began massaging Amri's backside and thighs.  "Besides, that
particular part of your anatomy doesn't do a thing for me."  They both
laughed quietly, and Amri spread his legs rather lasciviously as he
felt Zarth's fingers begin lightly tickling his testicles. 
    The wizard, Vandorth, sat back and waited patiently, enjoying
the scene before him.  When he had read the minds of the crewmembers
on the ship earlier, he had singled these two males out as especially
needing the healing influences of this planet.  He had therefore
assigned these two to his own talented ministrations.  
    After a few minutes, Amri rolled off of Zarth so the Zvingaian
could go off on his private fantasy, but he gasped in surprise when
Zarth brought his mouth down to Amri's throbbing cock and began to
work on it.  The wizard also nodded to himself in approval from his
seat behind a bush.  For the boy's Captain to 'play slave' to him like
that, would boost Amri's self-esteem a great deal.  And that was the
very thing that needed boosting. 
    Amri's shudders of pleasure awoke Xia, who quickly got in on the
act by kissing Amri and reaching under Zarth's chin to stroke the
boy's balls.  It didn't take long for Amri to climax, with the
combination of Zarth's mouth, Xia's hands, and the energy from both
the rug and Zarth's mind surging through his loins.  He began
shuddering with the spasms of ejaculation within Zarth's caressing
mouth, still amazed at seeing his Captain doing what he was doing.
    Amri clutched Zarth's shaggy head, moaning his thanks and
twitching as the last aftershocks of orgasm were absorbed by Zarth's
mouth.  He was so glad he would have the memory of this in his rug to
enjoy time and time again.
    Zarth, panting a bit with his own unrelieved arousal, got up
from the boy's loins and, with a grin at Amri and Xia, began to dress. 
"I'll meet you two at suppertime by the pond," he murmured huskily as
he ran a hand through Amri's hair and kissed Xia lightly on the
cheek."  Then he walked off toward the wizard and vanished in a purple
mist.
    			*	*	*	*	*
Chapter 3
 
    Caitlin walked through the orange mist that Vandorth the wizard
had summoned her through, and found herself being escorted down a
hallway by a strange man.  She suddenly realized her hands were bound
behind her back, and she was wearing a rather skimpy tunic that
fastened down the front.  A part of her mind told her that this was
the beginning of her fantasy, and that she was about to be bought by
Dark Fader and accompany him to the Death Station as his personal
slave/lap-pet.  But the rest of her mind screamed "this is really
happening...it's so real! Help!"
    Caitlin entered a room with about a dozen richly-dressed beings
standing about a central platform.  The 'handler' who was leading her
secured her to a short post with a ring in the top, tying her still-
bound wrists to it.  She felt about as helpless as she had ever felt
in her life as she watched the group of wealthy buyers surveying her.
    The auctioneer began describing her to the group which had
gathered closely around her.  Towering above them was a figure dressed
in black, wearing a strangely unnerving mask over his face.  The other
men (and aliens) in the group instinctively moved back away from this
obviously powerful being as he approached Caitlin. 
    As Caitlin became totally immersed in the magic spell of this
fantasy, she forgot this was a character from a movie, and she forgot
that she knew who or what this being was. She was now nothing more
than a frightened captive, about to become someone's bedwarmer and
personal pet.
    "Ah, Lord Fader," the auctioneer exclaimed, "so you are
interested in this charming little female.  An excellent choice, as
you can see."  As he said this, the auctioneer quickly unfastened
Caitlin's tunic and pulled it back.  Caitlin gasped, then blushed with
embarrassment as the garment fell down to her bound wrists and
remained gathered there, exposing her body to the view of everyone
there.  Especially to Fader, who now stood close to her and ran a
gloved hand across her breasts, down her belly, and then stopped with
his hand resting on her hip.
    "You are a lovely little morsel, my dear," Fader said.  "What is
your name?"  His voice was so surprisingly melodic and so very deep,
that it took Caitlin a moment to realize that she was expected to
answer him.  She stammered out her name, and found herself hoping he
would speak again so she could hear that deep, incredibly masculine
voice once more.
    Caitlin was no longer capable of separating reality from fantasy
by this point.  The 'Dark Fader' of the three movies was no longer
quite the same as what she was confronting now.  She had always felt
that, rather than a scarred old man, Fader should have been handsome,
masculine, and sexual--to more perfectly match the tall, muscular body
and deep voice that hid within the suit and mask.  And when the wizard
had read her mind, it was this 'enhanced' Dark Fader that he saw and
created for her.
    The bidding began, such as it was.  Of course, no one wanted to
risk the wrath of a Dusky Lord by trying to outbid him, so the sale
was concluded very quickly, and Caitlin found herself being led off by
a mysterious, masked stranger with a wonderfully deep voice and a
well-developed body.  Her hands had been untied, but her new master
held a small leather thong that was tied to one of her wrists, and it
was with this that he kept her closely in tow.
    Fader had also allowed her to refasten the short tunic she was
wearing, so she didn't feel quite as humiliated now.  But still, the
reality of her predicament weighed heavily on her mind, and fear of
this powerful being made her knees grow increasingly wobbly as she
followed him silently down corridor after corridor.
    Finally, Caitlin found herself in a large shuttle, with a
private cabin for Lord Fader (and her) to relax in.  Lord Fader leaned
back into a comfortable reclining seat, and motioned for Caitlin to
approach him.  "Come and sit with me, Caitlin.  I won't hurt you," he
said.
    Caitlin hesitantly eased herself into the recliner next to him,
and was slightly alarmed when he pulled her over onto his lap.  "My
Lord, I...I've never been a slave before. I don't know what to do, or
what is going to happen to me."
    "Nothing bad will happen to you, my little pet...unless, of
course, you choose to defy me when others are present.  When we are
alone like this, I will be far more lenient and attentive to your
needs than I could be when we are in a more public setting."
    Then he pulled off the skin-tight leather gloves and began
running his hands gently over her body.  Caitlin shivered slightly,
both with fear and arousal, as the pale, warm hands stroked her
breasts through the thin material of the tunic.  She was semi-reclined
on her back on top of him, and she could feel his erection beginning
to grow beneath her.
    Then Lord Fader unfastened Caitlin's tunic, and she tried to
fight the urge to resist him.  She didn't want to find out what he
might do if she displeased him.  She felt his hands caressing her body
again, this time even more intimately.  When he ordered her to spread
her legs, she obeyed; and he began stroking her genitals slowly,
tantalizing her with the growing pleasure in her loins.
    Caitlin moaned softly with arousal and thrust her pelvis
rhythmically against Fader's hand, clearly wanting more of what he was
so masterfully dishing out.  He chuckled.  "It seems I have chosen
well in buying you for a pleasure-slave.  You are easily aroused.  Of
course, what I am doing to you now, in private, I will also do to you
when others are around.  Since you are merely a 'pet', they will think
nothing about it.  But I dare say, my subordinates will enjoy watching
you squirm with pleasure under my hands!"
    Caitlin gasped with dismay at the thought of being forced into
an orgasm in public, but didn't have time to think about it as Fader's
fingers drove her wild with pleasure.  She moaned loudly and panted
for breath as her vagina began contracting in climax.  She felt his
fingers within her, and pushed hard against his hand as she gasped
with throbbing pleasure.  Finally, after many blissfully long seconds,
Caitlin collapsed in happy exhaustion against her master's chest,
feeling at this moment that he truly was the master of her body, at
least.
    "Now for the part which we will only do in private, my little
one," Fader crooned in his deep, resonant voice.  He gently turned her
over, so that she was straddling him, and unfastened his fly. His
rather large, engorged shaft rose proudly from its hiding place, and
Fader urged her to mount it.  Quickly she began riding his throbbing
cock, and again became aroused as her loins pounded against his. 
Fader's mechanical breathing became rapid and slightly ragged with
arousal, and he murmured seductive endearments in Caitlin's ear as he
thrust her up and down on his hardened organ.
    Then he got up with her still impaled and clinging to him,
kneeled down onto the floor and eased her gently onto her back on the
carpetting.  The black-clad giant of a man then plunged energetically
within her wet, throbbing loins, and soon gave a strangled groan as he
ejaculated.  His hands clenched her shoulders and he shuddered
convulsively until the last drop of his semen was within her.
    Fader then rested his masked head beside hers on the carpetting,
his mechanical breath panting full-tilt.  Caitlin felt his still-
swollen cock throb occasionally, and she found, to her delight, that
if she suddenly clenched her vaginal muscles he would shudder and his
penis would jerk with aftershocks.
    "You are indeed delightful!" Fader chuckled as he stroked
Caitlin's hair gently.  Then, to her surprise, he pulled off his
helmet and unfastened the black, molded breathing mask and took it
off.  "I can only keep it off for a few moments, unless I have an
alternate oxygen source to hold to my mouth," he said, gasping
slightly with the effort of drawing his own breath.
    "What happened to your lungs, my Lord?" Caitlin whispered,
totally awed by the magnificence of his handsome-but-pale, face.  He
was raven-haired and blue-eyed, with finely-chisled features.
    "I was in an accident on a space-craft years ago, and breathed
in a caustic gas that had leaked from the propellant system."  At this
point, Fader held the lower half of the mask back up to his mouth
tightly and panted for a few moments.  Caitlin could still see his
beautiful but brooding eyes, and could stroke his silky black hair.
    When he lowered the breath-mask again, Fader was smiling at her
affectionately.  "So, as you can see, life is rather interesting, if
complicated, for me.  I can breath a little on my own, but I still
would die within about ten minutes without this mask aiding me."  He
again took a couple of breaths from the mask as he still lay on her,
then bent down and kissed her passionately for a long moment. 
Finally, as the oxygen-deficit became unbearable, he reluctantly 
withdrew his lips from hers, and refastened his mask, gasping.
    "I wish I could kiss those sweet lips of yours for about an
hour, Caitlin.  But, I'm afraid we'll have to settle for these short
little kisses stolen almost from death itself."
    Caitlin sighed contentedly and kissed Fader's hand.  "My Lord,
what we CAN do is so wonderful, I'm not worried about what we can't
do.  It's not important."  She felt Fader's powerful arms encircling
her and picking her up.  He sat back in the chair and cradled her in
his arms while they rested and waited for the shuttle to reach the
Death Station.
    			*	*	*	*	*

    Caitlin was awestruck as she saw the immense sphere their
shuttle was about to enter.  How could anything mechanical be so
incredibly big?  Within a few minutes they were leaving the privacy of
Fader's cabin and walking down the ramp onto the deck of the Death
Station.  Caitlin again felt exposed in the short tunic she wore, and
she felt the eyes of many of the officers on her as Fader led her
through the corridors.  He was talking to a few of his officers, and
barely noticed her presence; but the men with whom he conversed seemed
quite interested in her.
    Finally, as they entered a large conference room, one of the
officers said, "Well, Lord Fader.  I see you finally decided to
indulge yourself and buy a 'pet'.  She's quite lovely, my Lord."
    "Thank you, General Diet," he replied, drawing Caitlin closer to
his side.  She was shivering slightly from being both cold and
nervous, and gave Fader a grateful smile when he wrapped his cape
around her.
    They approached an older man now, who was busy talking with
another officer.  As the other man walked off, the older one noticed
Dark and Caitlin for the first time since they entered the room.  "Ah,
Dark!  Good to see you've returned.  And who is this charming young
lady hiding beneath your cape?"
    "Governor Tarkstooth, this is my new companion.  Her name is
Caitlin, and I have just bought her on the Tattooist space station
today."  As Fader spoke, he pulled the cape off of Caitlin for a few
moments so the Grand Muff, Governor Tarkstooth could look at her.  She
blushed slightly with embarrassment as the older man reached out and
stroked her red hair appreciatively while his eyes wandered frankly
over her body.  This man had the cold eyes of a ruthless predator, and
Caitlin felt her stomach tighten with fear; but then the hand dropped
back to his side, and he looked up at Fader with a smile.
    "I compliment you on your tastes in women, Dark.  I'm sure she
will bring you much pleasure."
    "She already has, Governor! She already has, and THEN some!" 	
Caitlin blushed again, and both men chuckled gently at her modesty. 
Then Fader again extended the edge of his cape for her to wrap around
herself.
    "Now, gentlemen, since we're all here now, the meeting will
begin," Governor Tarkstooth announced.  Everyone quickly found a seat
at the conference table, and Caitlin found herself seated on a cushion
at Fader's feet, next to the head of the table.  Governor Tarkstooth
sat at the head of the table, so Caitlin was quite close to him as
well as to Fader.
    They were all discussing what should be done about the rebel
forces that were plaguing the Empire lately.  They were concerned
about retrieving some plans that Princess Laya Orgasm had forwarded to
the rebels before her capture, and the discussion centered around how
to get those stolen plans back, what to do with the rebels if they
found them, and how to get Princess Laya to tell the location of the
rebel base.
    Caitlin shivered slightly with horror as she listened to Fader
and Tarkstooth calmly discussing how resistant the princess was to
mind probes and other various methods of torture.  Fader must have
sensed Caitlin's fear, because, as he continued speaking, he reached
down and began stroking her neck and hair.  Caitlin quickly relaxed
again, and laid her head on Fader's lap as he caressed her.
    Soon the gentle caresses were extending down across her breasts,
and she felt Fader's fingertips tickling her nipples, causing them to
harden with arousal.  Caitlin also felt her loins begin to ache with
desire, and closed her eyes as she enjoyed the feel of his hands on
her body.
    Caitlin was still enjoying Fader's caresses when a ten-minute
break was announced.  She opened her eyes and lifted her head off of
Fader's lap, expecting him to get up as most of the others were doing. 
They were wandering about the room, talking, and standing by the table
of food and coffee, eating and drinking.
    But Fader had better ideas.  He lifted Caitlin onto his lap
facing him, and whispered for her to spread her legs.  She blushed
with embarassment, but obeyed.  The cape was still pulled over her, so
no one could actually see her.  But they knew.  Caitlin glanced around
and saw secretive glances and grins as the officers enjoyed the show.
    Fader's fingers began rubbing her already-throbbing clitoris,
and Caitlin hid her face on his shoulder as the waves of pleasure made
her pelvis move rhythmically.  She knew everyone in the room could see
the cape moving as her body pumped with ecstasy against his hand.
    Strangely, the knowledge that she was being masturbated before a
group of watching men increased her arousal rather than decreasing it. 
As she she knelt with her knees wide apart and her face hidden on
Vader's chest, Caitlin felt a slight draft and knew without looking
that he had pulled the cape up to expose her backside to the eyes of
whoever cared to look.  Her tunic was also up around her waist.
    It was too late in the game for Caitlin to care that everyone
could see her bent-over backside and her throbbing, wet slit begging
to be entered.  Dark's fingers quickly drove her over the edge into
orgasm, and Caitlin arched and plunged her pubic mound frantically
against his hand while her vagina spasmed for everyone to see.
    Then, Caitlin gasped in both pleasure and surprise to feel a
phallus enter her.  She didn't know whose it was, and Dark's hand on
her head let her know that she wasn't allowed to turn around and look. 
But it felt so good, so filling.  She pressed back against that
stranger's body, impaling herself further.
    The mystery-man began pumping energetically within Caitlin's
loins,  and the steady pressure of Fader's hand on her still-
sensitized clitoris made Caitlin plunge wildly with pleasure against
both the cock and the hand.  The man behind her also had his arms
wrapped around her thighs, pulling her against him and spreading her
knees wider than ever.
    Caitlin heard the man behind her give a shuddering groan as he
climaxed, and felt the warm semen pulsing into her.  Dark pressed
harder against her clitoris, and sent her into wild, gasping thrusts
as the anonymous shaft finished shooting it's load. Finally, Dark let
go of her pubic mound, and the gradually-softening penis withdrew from
her loins.
    Caitlin gratefully collapsed onto Dark's chest with her legs
dangling from either side of his lap.  She felt the cape cover her
again, and felt more than two hands gently massaging her back and
buttocks.  She wrapped her arms around Dark's waist and drifted off to
sleep as two of the warm hands left and the meeting began again.
    She woke up a little while later, to find herself curled up in
Fader's lap, wrapped snugly in the cape.  The meeting was concluding,
and a few officers were beginning to get up.  As Caitlin glanced
around the table, she wondered which one of these men had mounted her. 
She saw many smiles and playful winks at her as she looked from face
to face, but no tell-tale clue as to who the mystery-man was. She
would never know, and this thought thrilled and aroused her.
    As Caitlin and Fader got up to leave, Governor Tarkstooth came
over.  "Dark, why don't you and your charming little pet come to my
quarters for a couple of drinks, and we can tie up a few loose ends
not covered in this meeting."
    "Certainly, Governor," Fader said.  "Just let me stop by my
quarters for a moment first."
    "Of course, Dark.  I'll be expecting you both in a few minutes." 
Then Tarkstooth, Fader, and Caitlin left the conference room.
    			*	*	*                           *	*	*

    After freshening up and taking care of necessities, Caitlin and
Lord Fader headed for Governor Tarkstooth's quarters.  When they were
admitted, Caitlin was amazed at how spacious and tastefully decorated
the room was. Apparently, Tarkstooth was quite important around here.
    The two men immediately began discussing the rebel base, and how
to find it, as Tarkstooth poured three glasses of wine.  Caitlin sat
at Fader's feet again, and thanked Tarkstooth rather timidly for the
wine he offered her.  She was still uneasy around the old man, and the
look of obvious interest he was giving her didn't help a bit.
    When Tarkstooth also sat down in a chair that put Caitlin as
close to his feet as to Fader's, she concentrated on her wine and
nervously edged closer to Fader's legs.
    "Caitlin."
    She reluctantly looked up at Tarkstooth as he addressed her. 
Her eyes widened slightly in fear as his hand stroked her hair gently. 
"You needn't be so afraid, my dear," Tarkstooth continued.  "I
appreciate beauty as much as the next man, but I am also a gentleman. 
I have no intentions of forcing myself on you, so you can relax in the
knowledge that my caresses are not a prelude to anything further. 
Now, please do me the honor of sitting by my feet while Lord Fader and
I discuss business."
    Caitlin glanced up at Fader, who nodded at her, and cautiously
eased herself closer to Tarkstooth, clinging to her wine glass like a
security blanket.  The two men resumed their conversation, but Caitlin
felt Tarkstooth's hand gently stroking her hair, her neck and
shoulders, and her face.  She gradually relaxed, and slowly leaned
sideways against the older man's leg and rested her head on his knee
as the wine took effect.  Actually, what Tarkstooth was doing to her,
as he and Fader talked, felt really good, and he was as good as his
word about being a gentleman.  His hand never once wandered into
intimate areas; she found herself liking what this man was doing more
and more, even though he was old enough to be her grandfather.
    As the three of them sat there getting platonically more cozy by
the minute, a communications panel beeped.  "Governor Tarkstooth, we
are now in range of Alderwalk," the voice announced.
    "Good!" Tarkstooth beamed.  "Have Princess Laya brought to the
bridge right away.  Lord Fader and I will be there momentarily."  As
he and Fader began to rise, Tarkstooth said, "Now, Dark, I will show
you how to persuade a recalcitrant rebel to tell us what we want to
know."
    Both men chuckled, and as Caitlin began to get to her feet, she
found Tarkstooth's hand extended to help her up.  She gave him a shy
smile of gratitude, and was pleasantly surprised when Tarkstooth
leaned down and kissed her forehead lightly.  "You see, my dear?  I'm
not so dangerous...except when I want to be."  As he said this, he
gave her nipple a playful tweak, winked at her, and walked away with
Fader.  Caitlin followed, chuckling.
    			*	*	*	*	*

    On the bridge of the Death Station, Caitlin stood beside Fader
and watched as the prisoner was brought in.  The woman was even more
petite than she herself was, and Caitlin felt a tug of sympathy for
her as she watched Governor Tarkstooth towering over her in an
intimidating manner.  Princess Laya Orgasm was pretty feisty and
courageous, until Tarkstooth informed her of their intended target
practice, using her home planet of Alderwalk as the target.  Then, she
became terrified and distraught.
    Even Caitlin gasped, and edged slightly behind Fader as she
watched that seemingly kind old gentleman calmly extracting the
information he wanted from the terrified princess and then just as
calmly ordering the planet to be destroyed anyway. "No!" Caitlin
whispered, echoing Laya, as the powerful beams shot out from the Death
Station.  Caitlin looked up at Fader, who had grabbed Laya by the
shoulder to prevent her from interfering, and somehow sensed regret in
his mind as he watched the destruction.
    But when she glanced over at Governor Tarkstooth, Caitlin saw no
evidence of regret at all.  In fact, he was hardly paying attention to
the monumental destruction at all!  Having ordered it, he had turned
his coldly efficient mind to other matters, and was talking to one of
his generals about their plans to divert to the rebel planet,
Danqualeine.
    Princess Laya was led away, weeping silently, and Caitlin stood
clinging to Fader, her eyes filled with tears of sympathy for the
woman and her planet.  Tarkstooth finished giving orders about that
time, and approached them.  As Caitlin looked up at Tarkstooth with
new-found fear and awe, he gave her a chagrined look, and shrugged his
shoulders.  "I know you have trouble understanding how I could order
such a thing, my dear.  But, business is business; and I have found I
have to adopt a different persona when I am doing my job for the
Emperor.  There can be no weakness, no regret, when I am doing what
His Excellency has asked me to do.  This title and the power that I
have been given--it can just as easily be taken away from me and given
to another, if I do not carry out his desires with total efficiency."
    Caitlin nodded slightly, still staring into the blue-grey eyes
that were not so cold after all, and this time she didn't cringe when
his hand stroked her hair.  Then he returned to 'business', and
Caitlin left the bridge with Fader.  As they walked down the corridor,
Caitlin saw the orange smoke forming in front of her, and entered it.
    When she emerged, she was standing in the meadow again, and
remembered fully who and where she was.  She could also remember every
moment of the fantasy vividly, and smiled at the strange turn it had
taken. She had certainly had her sexual fantasy about Dark Fader--a
very satisfying day, to be sure!  But why had the 'despicable'
Governor Tarkstooth figured so prominently in it as well?  She
certainly had never fantasized about HIM in her mind!
    "Are you so sure about that?" Vandorth asked, reading her mind. 
Caitlin turned, startled, then smiled at the wizard who was standing a
few feet away.
    "Well, I guess I've wondered about him some," she said.  "I
didn't see how anyone could be so pleasant and so cruel at the same
time.  Now that I think about it, he IS pretty fascinating, with that
aristocratic air about him, and that extreme courtesy, even when he's
threatening a helpless woman or destroying a planet."
    "Exactly," Vandorth said.  "When I read your mind on the ship, I
saw that you were almost as fascinated with the older gentleman as you
were with the idea of a handsome, sexual Dark Fader.  Granted, your
interest in Tarkstooth was not exactly sexual, but the interest was
definitely there, so I brought him into the dream and helped you
understand him a bit better.  I dare say, you'll never see that movie
with quite the same eyes again."
    Caitlin laughed heartily.  "You can say that again!"  Then she
thanked Vandorth for a most satisfying day, and wandered back to the
park to wait for Zarth and the others.

Chapter 4
    After Lord Shardin vanished into the wizard's purple mist, Amri
and Xia snuggled in each other's arms for a few minutes while
discussing their plans for the day.  As it turned out, they each had a
solo fantasy they wished to experience, so they agreed to meet for
supper with the others.  Amri saw the wizard beckoning to Xia first,
and watched her vanish into the mist after he had given her one last
kiss.  Then Amri gathered up his rug and waited his turn.  In a few
minutes, it came.
    Amri went through the mist and emerged in his old master's
luxurious dwelling on Orionis.  Amri had been born on this estate, and
had spent his first fifteen years here.  Of course, the first thirteen
years were the carefree years guaranteed to every child on Orionis,
and he played, went to school, and thoroughly enjoyed his life on his
master's estate.
    When Amri turned thirteen, he began his two-year apprentice-ship
in his master's house--serving food and wine, as well as learning the
social graces.  It was during these two years that Amri became
aquainted (and infatuated) with Lord Forikar, a frequent 'guest' of
his master's.  As a lowly serving boy, Amri's presence was allowed
during his master's most intimate sexual interludes.  But, since it
was considered a crime to have sexual intercourse with any youth under
the age of fifteen, Amri was exempt from these activities himself.
    The only sexual service allowed for the boy was for him to use
his hands or mouth to satisfy his master or a guest.  This restriction
was rather frustrating for Amri, since he had begun going through
puberty by his thirteenth birthday.  Of course, he was able to sneak
an occasional tumble in the hayloft with a serving girl, and he
accomplished this rite-of-passage for the first time when he was
barely fourteen.
    But Amri's real frustration stemmed from witnessing the love-
making between his middle-aged, ruggedly handsome master and his
favorite partner, the young Lord Forikar.  The young nobleman was
about twenty-one years old, and was tall, with a deep, mellow voice
and dark hair and moustache.  Amri was totally entranced by the
presence of this handsome young man, and wanted more than anything to
be allowed to do what his master did with him.
    Amri lost count of the number of times he had felt Forikar's
throbbing shaft thrusting within his hands while his master rode the
young man from behind.  Amri's master was not in the proper position
during these moments to notice Amri's rigid, frustrated phallus
begging in vain for attention, but 'Rika' noticed it, and was often
kind enough to do something about it later.
    Rika would usually whisper to Amri to meet him out in the garden
as he was leaving, and Amri would dash out a side exit to rendezvous
with the handsome Lord.  Since the laws were so strict concerning
boy's Amri's age, there was not a lot he and Rika could do, but Rika
did at least take Amri's tormented cock into his mouth and expertly
bring him to orgasm.
    Amri was overwhelmingly grateful for Rika's gentle
ministrations, and felt strongly attracted to the young man.  He
wished more than anything to have the opportunity to mount Rika just
as his master did.  Now, almost three years later, Amri would finally
get his wish, thanks to the magic of Dalton's Dream Planet.
    As Amri looked about the sumptuous bedchamber of his former
master, he realized that it was he, Amri, who was now the master of
these chambers.  He was richly dressed in an embroidered satin robe,
and wore expensive rings on his hands.  But when he looked in the
mirror, though, he could see that he was still the same seventeen year
old Amri.  While he wandered about the room, looking and remembering,
he saw his magic rug draped seductively across the bed, waiting for a
client.
    Then the secret door to the bedchamber opened, and in walked
Lord Forikar.  He hadn't aged a day since the last time Amri saw him,
and the two young men ran joyfully to each other, laughing and sharing
bone-cracking bear-hugs.  Finally, the bantering and reminiscing died
down, and was replaced by soul-searching looks at one another as the
two males began to feel desire stirring in their loins.
    "Amri," Rika murmured as he ran a hand lovingly down Amri's
chest, "there is something I've always wanted you to do to me, but you
were too young before."  He paused meaningfully, and Amri finished the
thought.
    "Yes, Rika!  Oh, yes!  I can't begin to tell you how much I've
wanted to do that.  All those times I've watched my dear master
moaning with ecstasy within you, and felt you throbbing with pleasure
within my hands, I've wanted so much to be the one riding you and
driving you wild."
    Rika smiled and began taking his clothes off as Amri watched,
breathless with arousal.  "Now we get to do what we've both wanted for
so long, Amri."  Within a few moments, Rika was naked, and knelt
before Amri as he slowly unfastened Amri's robe.  Soon Amri was also
naked, and his shaft pulsed with desire close to Rika's face.  Amri
gasped as he felt Rika's warm mouth envelope his engorged shaft, and
shuddered as the man's tongue swirled slowly across the head.
    After a few minutes of this delicious torture, Rika took his
mouth away and got onto the bed on his hands and knees, burying his
face in the wonderfully soft magic rug.  Amri knelt behind Rika, and
again shuddered with intense desire as Rika's knees spread far apart,
exposing his most intimate parts to Amri's gaze.  It was all Amri
could do to prevent himself from plunging instantly into Rika, but he
waited a few moments to stroke, tantalize, and arouse his friend until
Rika also moaned and shuddered with desire.
    Finally Amri entered Rika, and began pumping his way to the
oblivion of orgasm.  He gasped in awe of the delicious tightness
caressing him, and sighed loudly with pleasure.  Then Amri reached
around Rika with both hands, and began pumping the rigid cock that was
thrusting against the air in its need.
    Rika moaned and rutted with frantic arousal within Amri's hands,
just as he had done years ago.  The magic rug intensified their
arousal, and also prolonged it, so the two young men plunged almost
mindlessly for many minutes before they obtained the blessed relief of
orgasm.
    Rika climaxed a few moments before Amri did, and gave a
strangled cry as he ejaculated copiously onto the magic rug.  The rug,
of course, magically absorbed the semen, so that there would not be a
wet spot to collapse onto later.  Then Amri exploded in orgasm within
Rika.  The rug amplified his ecstasy to such a degree that Amri also
cried out in a breathless, strangled voice, while his semen pulsed out
of his spasming cock.
    Finally they both collapsed onto the rug, with Amri still on top
of Rika and embedded between the widely-spread thighs.  They
eventually disentangled, and drifted off to sleep in one another's
arms, almost like children.
    In a couple of hours Amri awoke, still in Rika's arms.  He ran
his fingertips through Rika's dark, silky hair, down his chest, and on
to more intimate areas.  Rika's eyes flickered open as his pelvis
thrust instinctively against Amri's hand.
    "Amri, would you like me to come inside you?" Rika asked, and
Amri realized with surprise that the idea didn't seem quite so
terrifying now.  At least, not with Rika.
    "Rika, I'd like to do that with you, but...well, a lot has
happened.  Something bad.  I'm not sure how I may react...I may lose
control and panic.  I just don't know...."
    "I understand, Amri," Rika whispered gently, running his hands
soothingly along Amri's back.  "But do you think it might do you some
good to replace that bad memory with a good one?  Any act that is
undertaken with great love can help heal the deepest hurts."
    Amri looked at the love in his friend's eyes, and silently
nodded his consent as his own eyes misted over with deep affection. 
He knew in his heart that he had to try, and that Rika was right about
a good memory replacing a bad one. If Rika couldn't accomplish that,
no one could.
    So they began, and Rika was so very loving and gentle that Amri
quickly found himself responding, not with fear, but with passion.  He
felt himself becoming totally submerged in Rika's love for him, and he
never had the slightest chance to become nervous or frightened. 
Rika's empathy with him was nothing short of astounding; he knew just
when to whisper soothingly to him, when to ease back on the physical
part of their lovemaking, and when to tease and cajole Amri into
responding with both humor and desire.
    They rode the waves of pleasure and mutual love ever higher, and
when they reached their thunderous conclusion, Amri choked back tears
of joy.  Then he looked back at Rika's face and was amazed to see the
same tears brimming in his eyes as well.  They both laughed, cried,
and went to sleep again hugging each other.
    After that much-needed nap, Amri got up to take a shower,
leaving Rika sleeping soundly.  As he emerged from the shower, he saw
Vandorth waiting.  Smiling sadly, Amri bade Rika an affectionate
farewell, dressed quickly, and entered the mist.
    Amri emerged in the park where the others were waiting.  They
all looked as drained and happy as he did, and all agreed on one
thing: they were ravenously hungry!
    Dinner was a wonderfully platonic get-together, with all of them
discussing their previous adventures.  Surprisingly, Zarth's solo
fantasy had not been of a sexual nature, but was, instead, a
reenactment of a great battle in his planet's history, with him
playing the heroic leader of the Zvingaian forces. The tired group
retired to a large, communal sleeping chamber after dinner, and
actually slept for a change--most of them being quite simply 'fucked-
out'.  Amri's rug lay safely draped over a chair instead of under
them, so that there would not even be any 'wet-dreams' to complicate
their much-needed sleep.
    They awoke the next morning feeling quite refreshed and ready
for action.  Only Amri seemed a little sluggish and hard to awaken. 
Finally, after a few unsuccessful prods, they all held the boy down
spread-eagle on his back, while Zarth tickled various parts of his
anatomy.  That woke Amri up!
    Once Zarth was certain Amri was wide awake, begging for mercy,
and on the verge of pissing on the bed, they released him.  "The day's
off to a great start," Zarth thought, chuckling as he watched Amri
streak for the bathroom.  Zarth had awakened horny, and was growing
hornier by the minute.  He had intentionally held back sexually on his
solo fantasy, in anticipation of this day's joint fantasy with
Caitlin.  He wanted to be as full of energy and libido as possible for
her.
    Already, the mere sight of Caitlin padding around the room naked
was driving Zarth wild.  Caitlin glanced down at his swollen rod and
grinned as she entered the shower-stall.  He couldn't stand it any
longer.
    ""Mind if I join you?" Zarth purred as he suddenly stepped into
the shower with Caitlin.
    "Not at all, you big pussycat!" Caitlin giggled, as they
embraced under the streams of water.  "Want me to scrub your back,
Zarth?  Or...is there something else I should attend to first?"  As
Caitlin said this, she slid her soapy hands down onto Zarth's
sensitive groin, and he shuddered with delight.
    "OOOH! Caitlin, don't stop what you're doing," he groaned as her
fingertips lightly tickled his balls and the velvety-soft sheath from
which his engorged penis had already emerged.
    He leaned back against the wall and spread his legs, moaning
loudly as Caitlin's fingers moved upward and began lightly caressing
his aching cock.  Then Caitlin's mouth moved down onto the sensitive
head of his organ, and Zarth again moaned with the exquisite torment
her tongue was inflicting on him.
    His moans got louder, and in the next room, Xia and Amri stopped
dressing and stared at the bathroom, grinning.  They kept listening,
while their grins turned into giggles as they heard the bathroom
reverberating with Zarth's roars of climax.
    In the shower, Zarth panted hoarsely while Caitlin tenderly
rinsed soap and semen off of him and massaged his balls for a few
minutes.  They finally emerged, dried each other off, and went back
into the bedroom where Xia and Amri were waiting.
    "The management just called," Amri said in an off-hand manner. 
"They wanted to know if anyone had seen a lion roaming the hallway. 
Apparently someone about six doors down heard some strange noises...." 
Amri just managed to duck in time to elude the pillow Zarth hurled at
him.

Chapter 5.
 After a quick breakfast with Amri and Xia, Zarth and Caitlin wandered
off together, gawking at the many wonders that Dalton's main city had
to offer. As they passed through the open-air market, Zarth and
Caitlin once again found themselves at a Dream-rug booth.  Amri had
taken his magic rug with him, and Caitlin stared longingly at a
smaller one--just right for two.
    "Oh, Zarth! Do you think we could get one?" Caitlin asked
hopefully, wrapping her arms around the big man-cat.
    "Certainly, my dear," Zarth chuckled, thinking of the many
memories they would knit into the rug together over the next two days. 
He quickly haggled the merchant down to a reasonable price, and handed
the rug to Caitlin.  She rubbed her cheek against the Alpaca-like fur,
and hugged Zarth in gratitude.  "I want this rug to be full of
memories of you, Zarth," she murmured, as her hands drifted down onto
his muscular backside. "And I can't wait to get started!"
    "Let's go over to the park, then, and jump off into our fantasy-
world, beautiful," he crooned in her ear as they left the booth with
their own personal dreamrug.  Zarth and Caitlin quickly walked to the
magic park arm-in-arm, eager to enter the fantasy-world Caitlin had
chosen.
    When they reached the park, Zarth and Caitlin saw Vandorth
summoning them, and as they approached, a purple mist enveloped them. 
They emerged on a beach, with an turquoise-green lagoon on one side
and a flower-studded jungle on the other side.  Above them was a deep
blue sky.
    "Is this part of your planet, love?" Zarth asked.
    Caitlin's eyes grew misty and she nodded silently as she gazed
at the beauty surrounding them.  "This is the island I grew up on. 
It's called Kauai, and it's part of Hawaii.  We moved over to the
mainland when I was ten, so I only have childhood memories of this
place.  So, this is probably not the way it really looks...it's only
the way I remember it looking."
    "That's the best way to re-discover a place, Caitlin.  Since
it's just the way you remember it, you can't ever be disappointed. 
Reality is often far less beautiful than what we can imagine a place
to be.  I'm glad you're seeing Kauai this way, sweetheart."  Zarth
wrapped his arm around her shoulders as they walked along the deserted
beach.
    Then Caitlin remembered the rug.  She was carrying it when they
entered the mist, but now it was gone. "Zarth, the rug is missing! 
Have we lost it?" she exclaimed.
    "No, dear.  That's just the way the wizards do these fantasies. 
The rug will turn up in just the right place, at just the right time
for us."
    "Ah, I see.  That sounds wonderful, Zarth. Perhaps we should go
up this path to the waterfalls.  I bet the rug will be there."
    			*	*	*	*	*

    Zarth and Caitlin walked hand-in-hand through the lush jungle,
climbing ever higher into the mountainous little island.  The
intoxicating smell of the flowers was everywhere around them, and they
seemed to be entering a fairyland of beauty as they passed colorful
birds and flowers, volcanic rock formations, and little streams full
of darting, shiny fish.  Finally they arrived at a crystal clear pool
about fifty yards across, with a white sandy beach on two sides of it. 
Towering more than fifty feet above the far end, a waterfall plunged
from a rocky cliff, dazzling their eyes with misty rainbows as it
fell.
    Zarth stopped and stared, dumbfounded at the magnitude of the
beauty confronting him.  "Caitlin, I had no idea this much beauty
could exist all in one small place!  It's wonderful, sweetheart!  And
you actually grew up close by here?"
    "Mm-hmm," Caitlin nodded, distracted by the sight of this near-
magical cove out of her childhood.  "It's been so long.... Zarth, do
you want to go swimming?" she asked eagerly.
    "Wouldn't miss the chance for anything!" he said as they both
took off at a run for the beach.  Within a minute they had left their
clothes on the beach and were splashing nude into the cool water,
laughing like children.
    "Let's swim under the waterfall, Zarth," Caitlin said.  "I've
always wondered what was behind there, but we kids were too chicken to
go through there.  Our parents told us a troll lived behind the falls,
and we were never quite sure whether to believe it or not."
    Zarth laughed heartily as they swam toward the misty curtain of
water.  "What did they tell you the troll would do, Caitlin?"
    "They never told us that part.  I guess they wanted to keep us
wondering."
    They plunged through the sheet of water, felt it beating them
down with it's force, then emerged, sputtering, on the other side. 
they both gasped with delight at the sight they beheld.  The wall of
the cliff receded into a large chamber, and the crystals of quartz,
amethyst, and other components of the rock had been exposed by the
ages of pounding water, so that they twinkled like millions of
diamonds in the sunlight that filtered through the falls.  It was
truly a fairyland they had entered.  Minus the troll, of course.
    Zarth climbed out onto a low ledge and helped Caitlin out of the
water.  She was trembling slightly from the colder air in the cove,
and Zarth held her closely, warming her with his furry body.
    "Zarth, I never dreamed it could be like this!  It's beautiful!"
she whispered almost reverently.  Then she turned around facing him
and threw her arms around him.  They melted in a passionate kiss, and
Zarth moaned softly with desire as Caitlin's tongue played games with
his.  With one hand on her shapely buttocks and the other tangled in
her red hair, Zarth pulled Caitlin tighter against him while they
kissed, and with his powerful mind he sensed the waves of arousal
pulsing through her.  He very nearly gave in to his desire to make
love to her right there on the cold, wet ledge; but then he remembered
the magic rug.
    "Caitlin," he whispered breathlessly, "your rug is waiting on
the beach for us.  Let's go back there, love."   Caitlin nodded, also
breathless with arousal, and they dived back into the water and swam
at top speed for the beach.
    When they reached the rug, they stood beside it, embracing for a
minute, so the sun could dry them off.  Then they collapsed onto it,
and Caitlin giggled as Zarth's hands began exploring and teasing her
most sensitive regions.
    Then Caitlin's hands slipped down onto Zarth's expanding groin,
and he shuddered and closed his eyes in ecstasy as he felt her
fingertips lightly caressing and tickling his aching balls.  The
sensations were almost incapacitating, causing his pelvis to begin
thrusting involuntarily against her hand.
    Caitlin got up and kneeled over Zarth, and he clenched the rug
underneath his hands as he felt Caitlin kissing his thigh, moving
slowly upward while he moaned and shuddered more and more with the
anticipation of where her mouth would finally come to rest. With
agonizing slowness, Caitlin's mouth reached it's destination. 
Grinning at the groans and thrustings she was eliciting from Zarth,
she concentrated on her work and soon had Zarth panting and pumping
frantically against her caressing mouth.
    When she was sure Zarth was completely helpless with passion,
Caitlin began slowly  moving upwards, kissing his belly, pausing a
moment to tickle his sensitive nipples with her tongue, and finally
reached his mouth again.  His moaning pants echoed down her throat as
their lips met, and Zarth quickly rolled Caitlin over onto her back
while he hungrily plundered her mouth.
    Struggling to regain control of his passions again, Zarth moved
his own mouth downward, intent upon driving Caitlin wild with ecstasy. 
When his tongue found its target, Zarth was rewarded with a shuddering
moan from Caitlin as she arched her pelvis harder against his mouth. 
He continued arousing her until she was on the verge of climax, then
rose over her and entered her while his mouth found her breasts.
    Zarth's groans and frantic thrusts matched Caitlin's as their
arousal threatened to spill over the top at any moment.  With one
hand, Zarth touched Caitlin's forehead, and began sending the tiny
pulses of energy into the pleasure center of her brain, causing her to
shudder and grind her loins even harder against his.  His other hand
rested on the rug, which was tingling magically as it enhanced their
ecstasy.
    As Zarth rode the waves of pleasure within Caitlin's warm loins,
he again felt the rug echoing the energy pulses he was sending into
her brain, and sending the same energy into the pleasure center of his
brain as well.  And as before with Amri's rug, the surprise of being
erotically stimulated through his mind as well as his body drove him
nearly to tears with joy.
    Panting and crying out hoarsely with pleasure, he plunged wildly
against Caitlin, and pulsed even more energy through her mind and his
own.  The wave crested quickly then for both of them, and Zarth roared
again and again as he came.  Caitlin also moaned and clenched his back
with a death-grip as her own loins began spasming with orgasm.  On and
on it went for many seconds, with the rug amplifying and stretching
out that wonderful moment for both of them.
    Finally it was over, and they lay panting and flushed,
occasionally shuddering with the final aftershocks of their climax.
Zarth rolled over with Caitlin still firmly connected to him, letting
her lie on top of him to rest.  As they rested, the rug began sending
calming impulses into them, soothing their hyper-sensitized loins and
relaxing them.
    Caitlin snuggled lovingly against Zarth, enjoying the feeling of
having his large shaft still embedded within her.  "Zarth, this is
wonderful...thank you, darling."
    "I'm the one who should be thanking you, love," he murmured
huskily, stroking Caitlin's hair and kissing her gently.  "I've never
felt so good..."  Within a few minutes, Zarth was sound asleep in the
warm sunshine, and Caitlin snuggled happily on top of her wonderful
man-cat, smiling each time his slowly-wilting shaft throbbed within
her in his sleep.  Caitlin soon fell asleep too, lying on top of his
warm, massive body.
    Caitlin woke up several hours later to find Zarth still embedded
within her loins.  Apparently, he was having a very pleasant dream,
because she could feel him stiffening in her, and his eyes were
twitching under his closed lids.  Smiling, she began tightening her
muscles against him  and pumping up and down slowly.  She was quickly
rewarded by soft moans as Zarth began thrusting against her in his
sleep.
    "This is going to be fun!" she thought as she concentrated on
driving this massive cat to a frenzy.  Caitlin worked steadily at
stimulating Zarth in every way possible, and chuckled with pleasure as
his sleeping moans and thrusts became frantic.  He emerged from his
sleeping state just barely enough to realize he wasn't dreaming this,
and wrapped his arms around Caitlin as he came with a breathless,
shaking groan.
    Caitlin held Zarth's head between both her hands and kissed him
as he shuddered and exploded within her.  Finally, as his body relaxed
into happy exhaustion again, Zarth kissed Caitlin gratefully.  "Thank
you, love," he murmured, still half-asleep.      "You're welcome,
sweetheart.  Go back to sleep now," Caitlin whispered, stroking his
face tenderly as she watched him drift off to sleep again.
    When they awoke again, the sun was setting and the smell of
cooking food filled the air.  Dressing quickly, the two lovers
followed the wonderful smell back toward the beach, where they soon
found a cozy hut and a table full of food, all invitingly lit by
torches.
    After eating a feast fit for a king, Zarth and Caitlin stood
outside the hut and looked at the stars and the peaceful lagoon. 
Soon, they became aware of tiny lights flickering around them, and
realized to their delight that their magical fairyland was complete
with real, honest-to-god fairies.
    "Zarth, look!" Caitlin whispered gleefully as they sneaked
closer and watched.  "They glow different colors, and...and...oh, I
don't believe it!"
    "Don't believe what, dear?" Zarth chuckled, knowing already what
she was referring to.
    "There are both sexes of fairies, Zarth!  I never knew that! And
they're...they're...oh, my goodness!" she whispered, grinning widely
as she watched intently.
    Sure enough, the tiny, glowing creatures were very human--and
very nude--in appearance, and the male fairies were chasing the
giggling females through the air.  They were all too preoccupied with
each other to notice Zarth and Caitlin, and flitted to within inches
of them quite often.  Every few moments a male fairy would catch a
female, who would give a tiny scream and pretend to resist as his
equally tiny, but rigid, organ took aim.  Then there would be perhaps
thirty seconds of unbelievably rapid pumping, followed by a tiny groan
as the male fairy climaxed.
    Zarth and Caitlin supressed their laughter and continued to
watch the sex-show flitting through the air around them.  Sometimes
the females chased the males, who, when caught, found their faces
being forced between the legs of the female fairies.  There they
performed their duty, and the females shuddered and cried out in
ecstasy.  All this took place while they hovered in mid-air,
apparently weightless.
    The little male fairies were also somewhat indescriminating when
it came to satisfying their not-so-tiny lusts.  More than once, while
a male was on hands and knees and his mouth was busy between a
female's legs, another male would come up from behind.  Finding an
exposed rear hiked up in the air, the other male would quickly mount
and begin pumping.  This, of course, interrupted what the first male
was doing to the female, because he would invariable raise up with a
tiny squawk and try to throw off the assailant.
    The ensuing 'wild-bronco ride' only served to enhance the
pleasure of the other male, however, who continued doing that
unmentionable thing until he climaxed a minute later.  These frantic
couplings between the fairies quickly became hilarious as Zarth and
Caitlin watched whole chains of rutting fairies form, with one after
another male and/or female attaching on the end of the sexual chain,
either mouth to genital, genital to genital, or genital to rear.
    The two humans watched and chuckled for quite a while, until the
fairies, limp and satiated at last, flew droopingly away and
disappeared.  Then, arm-in-arm, Zarth and Caitlin ambled back to the
warmth of the hut for the night.  Again, the magic rug was waiting.
    			*	*	*	*	*

    The next day was just as full of delight, magic, and lust as the
one before, and when supper-time finally arrived, Zarth and Caitlin
dragged their tired bodies through the purple mist and found
themselves back at the park, where Amri and Xia would be waiting for
them.  Sure enough, they were there, and they looked just as drained
as Zarth and Caitlin did.
    "Did you have as much fun as we did?" Zarth asked Amri and Xia,
grinning knowingly. 
    "Uh-huh," Xia mumbled with a tired smile, while Amri threw Zarth
a wink.
    "Let's go find supper, gang!" Amri said.  "I'm about to starve." 
They quickly agreed on another bed-n-meal extablishment, ate a huge
feast, then collapsed onto the giant-sized bed provided in the private
dining room.  Not surprisingly, they did nothing but sleep--although
what went on the next morning when they awoke is anybody's guess.

Chapter 6.
    Commander Sha'teem and Liezl began enjoying their shoreleave
even before the shuttle landed on the Dream Planet's surface.  Other
crewmembers politely looked the other way and smothered their grins as
Liezl squirmed and giggled with delight on Sha'teem's lap, under his
long, black cape.  A five-minute shuttle ride was not long enough to
do everything, by any means, but it proved to be enough time to get
off to a good start.  When Sha'teem walked off the shuttle-ramp into
the bright sunlight, the bulge in his pants was already quite
noticeable.
    Sha'teem and Liezl came from different worlds, but were
surprisingly similar in appearance.  They both had the same olive skin
tone, straight black hair, and brown eyes; and both were moderately
tall and slender. They made a strikingly attractive pair, walking
through the streets of Dalton's city.
    Another similarity--one which Sha'teem and Liezl kept a secret
between themselves--was a fondness for a degree of roughness and
bondage during sex. They couldn't do very much along those lines on
the Phoenix, but now they were about to live a joint fantasy tailor-
made to their liking. If this fantasy proceeded like everything else
on Dalton's, it would be one of the most exhilarating, terrifying, and
erotic adventures in their lives.
    "Are you excited, Liezl?" Sha'teem whispered as they neared the
park.
    "Excited, AND nervous, to tell the truth," she grinned.  "Once
the fantasy starts, it's all out of our control and there's no turning
back."
    "That's what will make it more arousing, love.  And you know
neither of us will really be hurt in any way.  I guess it's a little
scary to me, too. But not being in control should be a real rush!"
Sha'teem said.
    "There's the wizard, waiting for us," Liezl murmured, still
alternating between eagerness and trepidation.  "Let's go, tiger!"
    They entered the mist determinedly, and were only slightly
alarmed when the wizard grinned and winked at them as they passed. 
The wizard knew how much fun HE was going to have, creating this
particular fantasy.
    As they passed through the mist, Sha'teem and Liezl forgot they
were officers of the Imperial Fleet.  They wandered through a quiet
field on an unknown planet, and occasionally stopped to kiss each
other. They had become nothing more than a romatic couple on a
primitive world.  They didn't notice the small spaceship approaching
from behind, and when they lay down on the soft grass to make love,
the alien slave-traders silently approached.
    "No!" Liezl barely had time to gasp, as she saw a beam of light
envelope her and Sha'teem, stunning them.  Then consciousness faded
for them both.  They awoke to find themselves naked and shackled
spread-eagle on a hard floor. A pair of muscular humanoids stood over
them. "Welcome to the Orion slave-auction, friends," one of them said. 
"You two will be sold as a matched set in a little while, so we have
to get you cleaned up and looking your best.  You are not allowed to
speak to each other, and if you resist us in any way, you will regret
it."  As he said this, he fingered a leather strap hanging from his
belt and grinned meaningfully.
    As the men unshackled Sha'teem and Liezl, they stared at each
other in dread.  Their hands were quickly folded behind their backs
and tied, and Sha'teem bristled when he saw a handler begin to stroke
Liezl's breasts.  "Take your hands off of her, you bastard!" he
growled.  In a split-second he felt a leather strap slash across his
upper thighs--much too close to his exposed genitals for comfort.
    "Another word out of you, and next time I won't miss the family
jewels!" the handler ordered, grinning cruelly.  Then he turned to
Liezl, who had cried out in protest when Sha'teem was lashed.  "And
you, my dear, will also be quiet."  The leather strapped licked
lightly up between her legs, startling her more than hurting. The
handlers then led two rather subdued future sex-slaves out of the room
to prepare them for auction.
    			*	*	*	*

    The auction house teemed with buyers and gawkers as the next
slaves were called onto the block.  The crowd ooh'd appreciatevely as
a male and female matched-pair were led onto the stage.
    "Now, ladies and gents, these two beauties have never been
slaves before, but we're going to start breaking them in for you right
here on the stage!"  The crowd roared its approval, and Sha'teem and
Liezl trembled in fear as the handlers forced them to their knees
facing each other.
    The handler addressed Sha'teem first. "Knees apart when you
kneel, slave!  Always!"  The strap stung across his backside, and
Sha'teem gasped as he quickly positioned his knees far apart.  He
watched helplessly as Liezl's handler forced her to lay on her back
and spread her legs uncomfortably wide.
    "Now, my fine fellow," the handler said, untying Sha'teem's
arms, "crouch down there with your mouth between her legs, and let's
see how quickly you can bring her to climax."  As Sha'teem crouched
down, he felt the smack of the leather strap across his backside
again.
    "Keep those knees apart and that rear up in the air, while
you're working on her!  And as an added incentive for you to do the
job quickly, you're going to feel this strap until she comes." Liezl
and Sha'teem both moaned in dread, but he energetically set to work
when he felt the long, leather strap begin licking at various parts of
his body.  
    Sha'teem's first mistake was to pull his legs together to avoid
the strap's painful stings on the inside of his thighs.  The handler
angrily ordered him to re-assume the proper position, and the leather
strap curled under his belly, lashing across his erect phallus
mercilessly until he obeyed. The whipping continued while Sha'teem
licked, tickled, and sucked at Liezl's throbbing sex.  It was
difficult for her to relax enough to climax when she could see
Sha'teem wincing under the strap, so finally Liezl closed her eyes,
tried to ignore the loud smacks, and concentrated her whole being on
what was happening between her legs.
    Within a couple of minutes, the wave crested, and Liezl gasped
and arched her pelvis up against Sha'teem's caressing mouth.  His
tongue teased the last few shudders out of her, and the strap
mercifully ceased its torment.  He sat back up as the handler retied
his arms behind him.  "That was good work, my fine fellow.  And now
you get your reward," his handler murmured, pulling Sha'teem back to
lean against him, knees still wide apart, feet tucked under him, and
throbbing cock standing up in view of the audience.
    In the meantime, the other handler had now untied Liezl, and
forced her onto her hands and knees before Sha'teem.  The strap was
already slapping playfully against her rear, her thighs, even her
breasts.  "All right, girl," her handler chuckled as he propelled her
forward with a hand between her legs, "you know what to do to him." 
Liezl nodded, blushing furiously with embarrassment as she crouched
over Sha'teem's engorged organ and enveloped it with her mouth.
    The strap began working on her this time, urging her on to
better efforts while Sha'teem closed his eyes, leaned against the
handler, and moaned softly with ecstasy.  Her tongue swirled teasingly
across the sensitive head of his cock while he rutted frantically
within her mouth.  Sha'teem heard the smacks of the strap, and felt
Liezl's shudders vibrate through his cock, but to his surprise he
found himself opening his eyes and watching the spectacle with
increased arousal.  Liezl's knees remained widely apart, and her hips
undulated slightly, seeming to arch up to meet the strap rather than
to avoid it. When the strap licked up lightly across her breasts or
straight down between her legs, Sha'teem's cock throbbed with both
sympathy and arousal.
    Sha'teem didn't take nearly as long as Liezl had taken.  Within
about two minutes, he gave a strangled groan and came.  To his
surprise--and Liezl's--her handler quickly pulled her away, and
Sha'teem's climax pulsed into the air for all to see.  The audience
roared its approval, and his handler obligingly reached down and
pumped on his spasming shaft, milking him dry while Liezl watched,
panting.
    Then the bidding started.  Sha'teem and Liezl got to their feet
and stood quietly, legs far apart as the handlers instructed them.  As
the bids soared higher, the handlers' straps continued to lick lightly
at legs, breasts, genitals, while the two slaves stood stiffly at
attention.  They barely noticed it when the sale was declared final,
until they found themselves being herded off the stage and forced to
kneel before their new owner.
    Sha'teem and Liezl each felt a hand caressing their head, and
glanced up timidly into the face of a well-dressed, middle-aged man. 
"Hello, my little pets," he crooned to them in a low, mellow voice. 
"I am Lord Taldoori, the governor of this province.  You are now my
personal pleasure-slaves, and I will expect absolute obedience from
each of you. In return, I promise you a life filled with luxury and
erotic pleasures. Now, stand up."
    "Yes, my lord," Sha'teem and Liezl whispered timidly as they
obeyed.  Sha'teem blushed slightly at the realization that no clothes
would be provided them, and then blushed even more violently as he
felt the gentleman's hands on his now-limp phallus.  His new master
looped a delicate little gold chain around Sha'teem's balls and cock,
tightening it in a noose-knot until his balls were pulled forward
against his limp organ.  The rest of the chain extended as a leash,
which would be held by his master as they walked.  Like a bull with a
ring through its nose, Sha'teem knew without doubt that he would obey.
    The thought of walking through public streets trussed up like
this was a mortifying one, made only slightly better by the sight of
Liezl being similarly harnessed.  The female version of this harness
involved three padded clamps: two for her nipples, and one to be
clipped directly onto her clitoris.  Liezl gasped and blushed as the
groin-clamp exerted gentle, constant pressure on her still-sensitized
organ.  If the leash were pulled, the three separate chains to her
nipples and sex would be pulled with the same pressure, and she would
feel both pain and arousal.
    Sha'teem realized with a shock that his leash would have the
same effect on him.  In fact, his cock was already stiffening, causing
the noose to tighten slightly. His eyes widened in fear as he saw Lord
Taldoori take both leashes in his right hand.  His left hand held a
soft, leather strap with an ornate handle. "Let's go, my pets," he
called to them, smiling as he gave the leashes a gentle jerk.  Both
slaves gasped and leaped forward, quite anxious to keep the four-foot
leash slack.
    The handler chuckled.  "I don't think you'll have a bit of
trouble out of either of them, my Lord.  But if you need my services,
I do some private training jobs during my off-hours."
    "Thank you, sir.  I'll remember that," Taldoori smiled as he
walked off with his two obedient bedroom-pets.  Within about fifty
yards, they came to a chaufferred ground-car, and Sha'teem and Liezl
were ordered in ahead of their master.  They knelt nervously on the
spacious floorboard while Taldoori sat down, and Sha'teem finally had
the chance to look at his new master in more detail.  He was tall and
slender with hard, well-developed muscles, and was quite handsome. His
black hair had a little gray mingled in it, and his eyes were a pale,
piercing blue. He was impeccably dressed, and his hands, which
casually stroked both Sha'teem and Liezl as they sat at his feet, were
smooth, but strong.
    "Now that we are alone, we can begin getting to know one onother
better, my dears," Taldoori smiled, caressing them both.  "Tell me
your names."
    "Sha'teem, my lord."
    "Liezl, my lord."
    "Those are nice names," he said, reaching down to stroke
Sha'teem's erect shaft lightly with his fingertips.  Sha'teem blushed
and lowered his eyes, and tried to resist the urge to back away.
    "Keep your knees apart, Sha'teem," his master reminded him as
his hand continued tickling and arousing the engorged cock.  "And
kneel up closer to me."  Sha'teem obeyed while Liezl watched in
fascination and growing arousal, and soon Taldoori had Sha'teem
groaning and rutting against his hand.  Next, he ordered Sha'teem to
kneel on the seat, straddling his lap with knees wide, and facing away
from him. Sha'teem then had to lean far over, placing his hands on the
floorboard for support.  As his master's hand continued stroking his
pulsing cock, he felt a finger being slowly inserted into his anus.
    Sha'teem gasped and stiffened slightly at the unaccustomed
sensation.  He glanced to his left and realized, for the first time,
that the windows of the car were large and extended to the floor,
enabling anyone on the streets to see what was being done to him as
the car passed slowly by.  And people were indeed glancing, pointing,
and smiling--fleeting images, but mortifying ones, nonetheless.
    "My lord, please!" Sha'teem gasped, as the finger began pumping
within him in rhythm with the other hand which  was now pumping his
cock.  But the hands continued to work on him expertly, bringing him
deliciously close to orgasm before stopping.  Sha'teem groaned in
miserable frustration as he realized he would not be allowed to
satisfy himself.
    "Wait a bit longer, my handsome young slave, and you'll be
satisfied," Taldoori chuckled as he washed his hands in a tiny sink
installed behind the driver's seat.  "I want that organ of yours to
stay at attention when we are in public.  Now, kneel on the floor,
facing the window, and lean back on your hands so anyone who looks can
see how aroused you are.  And if that cock droops, it's going to feel
a strap until it comes back to attention.  Understand?"
    "Yes, my lord," Sha'teem whispered, trembling with both fear and
embarrassment.
    "Now, my little girl.  Come up here and kneel as Sha'teem did,
except that you may lean back against me instead of forward." 
Sha'teem watched out of the corner of his eye as Liezl tremblingly
obeyed.  He could see the moisture already present on her inviting
slit as she spread her knees wide and leaned back against her new
master. She breathed a sigh of relief as he removed the three clamps,
and quickly relaxed with closed eyes as the expert hands began
stroking her breasts and her throbbing clitoris.
    Within a few minutes, those hands had her thrusting, moaning,
aching with desire. But again he stopped, and made her kneel facing
the other window in the same position Sha'teem had been made to
assume, where everyone could see her moist sex involuntarily thrusting
with intense desire.
    The ride to Lord Taldoori's mansion didn't take much longer, but
those minutes hung like hours to Sha'teem and Liezl in their
unsatisfied states of arousal. Every few moments, the strap would come
down on one or the other of them--slapping lightly between widely-
spread thighs--to remind them of their duty to remain aroused. Each
time the stinging admonition evoked a gasp, but it also increased
their arousal, and soon the soft strap found the genitals rising to
meet it--eager for any kind of stimulation that might push them over
the edge into the orgasms which were hovering so close. 
    But then the ride was over, and Taldoori quickly replaced the
clamps on Liezl's nipples, took both leashes in hand, and led his two
pets into the huge mansion.  Once in his bedchanbers, he removed the
leashes and clamps and ordered his two slaves to undress him.  By this
point, both Sha'teem and Liezl were too highly aroused to do anything
except cooperate.  While they removed their master's clothing, he
gently stroked the head of Sha'teem's stiff cock with the fingertips
of one hand, and rubbed Liezl's wet clitoris with the other.
    Finally, Taldoori stood nude in front of the two slaves, and he
was indeed handsome.  He was slightly taller and more muscular than
Sha'teem, and was 100% the master of this situation.  Sha'teem
realized, with a fresh surge of arousal, that this man intended to
master him in every possible way, both sexually and psychologically. 
He also realized that he wanted him to do just that.
 
 
Chapter 7.

    The master's bed was quite large, and when he motioned for
Sha'teem and Liezl to get onto it, they were thrilled to discover it
was a waterbed.  The waves created by any motion would greatly enhance
their pleasure, and as they rolled gleefully across it, Lord Taldoori
chuckled at them.
    "When you are through cavorting, my pets, we will see what
pleasures we can give one another," he smiled indulgently.  "My first
name is Laurence, and when we are alone in this room, I give you
permission to call me that.  But don't make the mistake of thinking I
am any less the master because of that liberty I am granting you.  One
other thing I want you to know about me is that I will occasionally
use this strap on you for no other reason than the fact that it gives
me pleasure to do so."
    Sha'teem and Liezl nodded solemnly at their master.  "We
understand, my lord," Liezl murmured.
    "Good.  Now, Liezl, I want you on your hands and knees on the
bed, and remember to spread your knees wide."  As Liezl obeyed,
Laurence knelt on the bed behind her and began stroking her sex
lightly with his hand.  Sha'teem knelt beside them and watched with
growing arousal as Liezl moaned softly, buried her face in the pillow,
and arched her backside up invitingly.  After another minute of the
deilghtful caresses, Laurence mounted Liezl and reached around her to
stroke her clitoris from the front side.
    While he slowly pumped within her loins, Laurence spread his own
knees wide and leaned forward onto Liezl's back.  "Now, Sha'teem, you
may satisfy your desires within me."
    As Sha'teem stared in shock, Laurence instructed him to use the
exotic, fragrant oil on the bedside table to lubricate his phallus,
and then to mount him.  With trembling hands, Sha'teem obeyed, wiping
the oil from his hands with a towel as he aproached his master's
backside.  This was a first for him, and he wasn't sure he'd like it.
    Cringing slightly, Sha'teem began slipping his rigid cock into
the small orifice, thinking all the while that it would never fit.  It
fit.  Sha'teem felt a thrill of arousal at the tightness caressing his
throbbing cock, and quickly began pumping. Within a few moments, the
three of them reached a common rhythm in their thrusts, and within a
couple of minutes, Liezl moaned and shuddered with climax. The
throbbing spasms within her pelvis drove Laurence quickly to climax,
and he drove his large cock into her as deeply as he could while he
shot his semen again and again in the warm little cave.
    Sha'teem felt his own climax approaching, and quickened his
thrusts against Laurence.  Laurence obligingly pressed his rear back
against Sha'teem, and the tight opening quivered with the aftershocks
of Laurence's orgasm. That was too much to bear.  Sha'teem gasped
loudly as he ejaculated, and thrust his cock even further into his
master's inviting anus. As the aftershocks began to die down, Sha'teem
collapsed on top of Laurence, and felt his softening shaft slowly slip
out of the warm opening. They rolled apart, and Sha'teem drifted off
to sleep for about an hour. He awoke to find Liezl tenderly washing
his genitals with warm, soapy water, and Laurence watching them both.
When he was thoroughly clean and dried off, Liezl brought her mouth
down and slowly teased his cock back to life. Then Laurence ordered
her off of Sha'teem.  She sat back and watched as Sha'teem was then
ordered to lower his mouth onto Laurence's already-stiff organ. 
Another first for Sha'teem.  He hesitated for a moment, then obeyed.
    "Sha'teem, spread your knees apart and arch your backside in the
air," Laurence reminded him, bringing the strap down hard onto his
rear.  "I shouldn't have to tell you that!"
    Sha'teem obeyed, gasping as he felt the strap again and again
while his trembling mouth worked on his master's organ. After a
minute, Laurence ordered him onto his hands and knees. Liezl still
watched, mesmerized and aroused by the spectacle. As Sha'teem assumed
the correct position, with knees spread, he glanced over and saw
Laurence rubbing the oil onto his own cock.  He almost collapsed with
panic and shock.
    "No, Laurence, please...I've never...I just can't!"  Sha'teem's
breath came in ragged gasps as he tried to resist the urge to bolt
from the room. He closed his eyes tightly for several long moments,
but then felt Liezl's warm body sliding beneath him.  He opened his
eyes and watched her as she began caressing him and opening her legs
for him to enter her. At the same time, he felt Laurence's hands
behind him, stroking his back soothingly and urging him to mount
Liezl.
    Sha'teem's panic subsided a bit as he slid into the familiar
warmth of Liezl's loins, but he tightened up again when he felt the
gentle pressure of Laurence's shaft pressing against his anus.  He
trembled again, and Liezl kissed him, caressing him all over, while
Laurence caressed his balls with delicate fingertips.
    "Push back against me, Sha'teem," Laurence whispered as he
continued tickling his testicles teasingly.  The sensations were
driving Sha'teem wild with arousal, and he quickly forgot his fear
again.  When he relaxed enough to be able to push against Laurence,
the slow, steady penetration began. Sha'teem gasped at the strange,
intense feeling, and froze for several long moments before his
throbbing cock reminded him of its needs.  He began thrusting
cautiously within Liezl again, as Laurence slowly began a gentle
pumping behind him.
    The feeling was not painful, but it was still overwhelming to
Sha'teem in a strange, indescribable way as he rutted hard and fast
within Liezl.  In some way, he was trying to escape the impalement
behind him by thrusting harder into her loins, and the panic was
slowly returning. His breath became ragged and gasping again, he
closed his eyes tightly and felt the silent tears trickle down his
cheeks, and when he climaxed suddenly, he cried out hoarsely and
clenched the sheets in a deathgrip.
    Sha'teem tried to collapse onto Liezl as his last spasms
subsided, but found himself being pulled back even harder against
Laurence's thrusting shaft. Sha'teem struggled, but the strong hands
held him firmly, and the hot shaft assaulted him again and again. He
moaned in panic, and buried his wet face against Liezl's breasts while
she stroked his hair and crooned reassurances to him.  Within a few
more moments, Laurence groaned and ejaculated within Sha'teem, and
slowly collapsed on top of him. Sha'teem stiffened again as he felt
every single pulse of the cock as it shot its load into him, but then
he surprised himself and Laurence by involuntarily pressing back
against Laurence, imbedding the throbbing cock even deeper.
    The two men gradually sank onto the soft sheets together, and
Liezl squirmed out from underneath the excessive weight. Sha'teem was
no longer struggling to dislodge Laurence's softening shaft. As he
drifted exhaustedly to sleep, he felt Laurence's hands massaging him
gently, and barely heard him praising him for his good behavior.
    			*	*	*	*

    Morning came with the smell of freshly-cooked food being brought
into the room.  Liezl stirred, raised her head, and saw a servant
setting a huge breakfast onto a table set for three.  She found
herself on top of Sha'teem, and rolled off before she succumbed to the
temptation to tease his limp organ to life and mount it.
    Sha'teem and Laurence also woke, yawning and stretching, as
Liezl got up. Laurence absent-mindedly stroked Sha'teem's genitals as
he looked up at Liezl.
    "Liezl, if you and Sha'teem are hungry, go ahead and eat.  I
believe I'll lie here a few more minutes. When you're done, there will
be a bath awaiting you in the next chamber, with a servant to attend
you."
    "Thank you, my lord," Liezl and Sha'teem both replied, and
Sha'teem blushed slightly as he left the bed, because Laurence's
caresses had already aroused him.
    Laurence lazily watched them from the bed as they ate, then got
up and ate his breakfast while they were being bathed.  Before they
were done with their bath, Laurence joined them in the bath.  The
servant was dismissed, and Laurence ordered his two "pets" to bath
him. After the bath--which was accompanied by a good bit of caressing
and kissing--they returned to the bedchamber. Laurence led Sha'teem to
the far end of the room, where padded manacles protruded from the
floor and hung from the ceiling on chains.  Sha'teem shuddered
slightly at the sight.
    "Now, Sha'teem, I want you to stand with your legs far apart so
I can secure your ankles here. You may hold the chain above you for
balance.  And I will give you a choice: can you be obedient enough to
not let go of that chain for anything in the world, or should I latch
the cuffs onto your wrists?"
    "I...I'm not sure, Laurence," Sha'teem stammered as his ankles
were secured to the floor far apart.
    Laurence smiled as he stood up and reached for Sha'teem's hands. 
"Then perhaps securing you will be best.  Then you'll be helpless, and
won't have to struggle against the temptation to disobey."  He quickly
latched the fur-lined cuffs onto Sha'teem's wrists and adjusted the
chain so that he was at arm's length, but not uncomfortably stretched.
    Sha'teem trembled with both fear and anticipation as he saw
Laurence approach with Liezl, two blind-folds, and his leather strap. 
He also blushed with mortification as he glanced down and saw his cock
already rigid with arousal, and wondered idly what would be the first
thing his throbbing organ would feel: Liezl's warm sex, or Laurence's
strap?
    "Now, Liezl," Laurence murmured, stroking between her legs with
his fingertips, "I want you to mount Sha'teem.  Wrap your arms around
his neck for support, and twine your legs around his legs."  Sha'teem
grinned and pumped slightly as Liezl blushingly lowered herself onto
his shaft and wrapped her limbs around him. The position he was in no
longer seemed so bad to him.
    He watched as Laurence blind-folded Liezl, and then felt a
blindfold wrap around his own eyes.  Suddenly, Sha'teem was afraid
again, because he knew Laurence was very close by, holding a leather
strap, and he would have no inkling of where the first lash would
fall.
    "Now, my pets, I want you to give each other as much pleasure as
you can, until you both come. And as added incentive, I'll be using
this strap on both of you the whole time."
    Sha'teem and Liezl both gasped as the strap cracked sharply
across their closely-twined legs.  They began pumping energetically
and kissed one another with a frantic abandon, trying to both comfort
and arouse each other simultaneously as the strap fell again and
again. The blindfolds added to their suspense and fear, since they
could not predict where the strap would fall next.  Laurence seemed to
have a talent for searching out their tenderest regions with the belt,
and Sha'teem pumped and writhed with growing panic as the strap hit
the insides and backs of his thighs.
    Liezl also gasped and shuddered as the belt licked up between
the cheeks of her backside or smacked the sides of her breasts.  As
the moments stretched into a few minutes, both Liezl and Sha'teem were
moaning with arousal and pain, and their skin showed the light pink
stripes from the strap nearly everywhere on their bodies, except where
they were tightly pressed against each other.
    Sha'teem climaxed first, in great, shuddering groans, and pulsed
his semen into Liezl. She continued to grind her pelvis against
Sha'teem for another minute or so, but couldn't overcome the
distraction of the tormenting strap enough to climax as Sha'teem had
been able to.  Finally, the lashing stopped, and Laurence removed
Liezl's blindfold and ordered her over to the bed. Then he removed
Sha'teem's blindfold, but didn't un-shackle him.
    Laurence then left Sha'teem to watch in growing arousal while he
began licking Liezl's engorged clitoris as she lay obediently spread-
eagled on her back.  Within moments, she was squirming deliciously,
and Laurence mounted her. Sha'teem felt his own cock rising with
desire as Laurence and Liezl pumped and moaned with increasing passion
for several minutes. Finally, Liezl climaxed, grinding her pelvis hard
against Laurence for several seconds.  He quickly followed suit,
filling her loins with his semen.
    About a half-hour later, Laurence rose from the bed and released
Sha'teem, who was trying hard to ignore his still-aroused cock. "Ready
for some more, my fine fellow?" Laurence chuckled as he teased the
head of Sha'teem's organ with his fingertips.
    "Always ready, my lord," Sha'teem grinned, stretching and
rubbing his stiff muscles.
    "Good.  Then I'll give you a choice, Sha'teem. You can either
mount Liezl, while I mount you from behind, or you can mount me while
I mount Liezl.  Which do you prefer?"
    Sha'teem thought about it for all of one second before replying,
I'll mount you, my lord."
    Laurence chuckled warmly.  "Somehow I'm not surprised by that
choice!"
    Within a minute, Sha'teem was watching Liezl, on her hands and
knees, being joined with Laurence, whose widely-spread knees left
Sha'teem an open invitation.  Within another few moments, Sha'teem had
joined the chain and found himself reveling in the tight sheath that
was tormenting his cock ecstatically.  All three lasted longer this
time; and after they were finished and Sha'teem had washed himself
off, they snuggled together for a long nap.
    Upon awaking, Sha'teem and Liezl saw their clothes on a chair
and the wizard beckoning. Laurence was gone. As they dressed, their
memories returned and Sha'teem grinned at Liezl contentedly.  "Well,
sweetheart, I'd say we got what we wanted...and THEN some, out of this
fantasy.  Wouldn't you?"
    "Uh-huh..." Liezl smiled tiredly as they walked arm-in-arm
through the mist and back into the park.
    Back on the Phoenix II, Lord Shardin happened upon the exhausted
couple as they staggered to their cabins.  Shardin stopped and stared,
then shook his head, grinning, and never said a word as they walked
by.  Sha'teem threw him a wink, and said, "Permission to rest a few
hours before reporting to the bridge, my lord?"
    "Permission granted, to both of you!  And I won't bother asking
if you had a good time."  Shardin walked off chuckling, and returned
to the bridge for an extra shift. Sha'teem and Liezl had been among
the last happy campers to return from their shoreleaves, and by the
time they slept off their debauches the three ships of the First Wing
would be far away from Dalton's Dream Planet.
    Shardin relaxed into his command chair and soaked in the
relaxed, contented emotions emanating from the minds of his crew.
    "Helmsman, break orbit.  It's time to get back to work."
    "Aye, sir!" the officer replied, and the Phoenix II and her
sister-ships slipped away from the magical planet to resume their
duties throughout the galaxy.
 
 
The End.


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