Katie's eyes fluttered open as she awoke from her nap. Her mind started accessing the different parts of body, reconstructing the memories of the past few moments. She slowly realized where she was. All around her was a circular wall covered in red satin. In front of her was a tall mirror, reflecting back the aftermath of the past hour. Katie Holmes, good, wholesome actress, was lying naked on top of her costar, Michelle Williams. A cum-soaked apple slice hung from her soft lips. Her sweaty hair matted around her face. Her head was between Michelle's spread legs just over her dripping pussy. The air smelled of sex and apples.

Katie tasted the apple slice on her tongue. It was warm, sweet, and very juicy, covered in cum. She took a bite and chewed slowly, savoring the delicious flavor. She finished off the last of the slice and licked her fingers clean. She rolled to side carefully, avoiding the bowl of apples and not wanting to wake up Michelle. She stood beside the bed and looked around. Her clothes were hanging to the right of the bed. A black tank top, black leggings and panties were hanging on the other side. 'Must be Michelle's stuff,' she thought to herself. She looked around some more and realized that Michael, the guy that brought them here, wasn't in the room. She turned and walked to the mirror. She stood in front of it for a moment, her eyes roaming around the reflection of her damp skin. She pressed her hand against the mirror to see if it would move. It didn't. She stepped away, combing sweaty hair off her face. 'He'll be back,' she thought. 'He wouldn't just fuck-and-run. Would he?' She turned around again, headed back to the bed, and lied down, curling up next to Michelle.

Katie rested her head on the satin pillow, watching her friend and costar napping beside her. She watched Michelle's large, round breasts rise and fall. She reached up and pulled the apple slice out of her friend's mouth, afraid she might choke on it. She stared at the apple for a moment, remembering how good it felt lodged inside her pussy. She smelled her cum and the apple juice mingling together in the air. Compelled by curiosity, she licked the tip and took a bite. It tasted just like the one she sucked out of Michelle, only a little less sweet. She devoured the rest of it quickly, licking her fingers to get all the juice. Then she realized, "Michelle might have wanted some." She looked over to the bowl on the other side of Michelle's body. She reached over and grabbed one, stealthily avoiding contact with Michelle's sleeping form. She lied back onto the bed and slipped the slice between her thighs, lightly teasing her clit.

Katie stared up at the light dome above her head and looked around at the 15 feet tall circular wall surrounding them. She thought back to all that she saw and did with Michael and Michelle, all the sex, all the sensations. She loved everything about this place, wherever it was, and its owner, whoever or whatever he was. She loved the smoothness of his skin, the softness of his wings, the strength of his cock. She closed her eyes and sighed, slipping the apple slice passed her pussy lips. "Mmmmm...Michael," she cooed.

* * * * *

Michael Damios stood outside by the entrance booth, looking out for anyone else who wanted to enter. The sun was setting, casting a beautiful array of colors into the sky. The day was ending. He pondered what he would do with the girls before he sent them back to the set of "Dawson's Creek". Suddenly, he heard a voice echoing off the wind. "...Michael..." He turned his head back to the Funhouse tent, recognizing the voice as Katie's.

'She's waking up,' he thought to himself. Closing his eyes, he mentally projected his sight into the secret chamber where Katie and Michelle were lying on the red satin bed. Katie was playing with herself using an apple. Michelle was stirring, waking up as well. 'Better get back to them. I wouldn't want to miss anything.' He looked around, found someone to take over for him, and walked back to the Funhouse.

* * * * *

Katie purred blissfully, sliding the apple slice in and out of her pussy, when she heard something stirring next to her. She looked over and saw Michelle waking from her nap. "Hi..." she whispered.

Michelle opened her eyes slowly, yawned softly and replied, "Hi." Michelle's eyes traveled down Katie's nude body, moving over every curve, till she saw an apple slice between her thighs. "More pie?"

"I ate yours. Sorry," Katie said, flashing an apologetic smile.

Michelle giggled. "I guess all that sex made you hungry."

Katie giggled back, then sighed, shuddering from a mini-orgasm, lightly arching her back, pushing out her round, supple breasts.

Michelle reached out and cupped one of Katie's breasts in her hand, rolling the stiff nipple between her fingers, eliciting a sigh from her friend / costar / newfound lover. After a moment of fondling, she asked, "Why didn't we do this sooner?"

Katie looked into Michelle's eyes, lost in thought. "Well...neither of us have ever exhibited any...lesbian tendencies. I mean, when we first met, I...thought you were very...pretty."

Michelle nodded, remembering their first days on the set. "I thought you were pretty too."

Katie blushed lightly, realizing they had never really talked about this sort of thing before. "But...it wasn't like we wanted to...you know...jump each other's bones or anything."

"Heh. No," Michelle pressed her palm onto Katie's nipple. "But...the more time we spent together..." she trailed off, unsure of how to explain herself.

Katie could sense something in her pause and pushed ahead. "What? You can tell me."

After a moment, Michelle continued. "When I was filming 'If These Walls Could Talk' and I had to do the love scene with Chloe...I...always wondered what it would be like..." Their eyes met for a moment. She could see that Katie wanted to hear the truth, and maybe already knew what she would say. "...to make love to you."

Katie smiled, putting a free hand onto Michelle's as it pressed onto her breast. "When I saw that scene with you and Chloe...I wanted to be with you too."

Michelle slid closer to her and rolled on top of Katie, embracing her and kissing her gently. Giving in to her feelings and the moment, Katie wrapped one arm around Michelle while pumping herself with the apple with the other. "Ohh God..." she moaned into Michelle's mouth before returning the kiss. She started cumming softly, squeezing the apple slice with her pussy. She slid it out and placed it gently on Michelle's cheek.

The girls broke the kiss as Michelle gave the slice a lick and took bite. "Mmmmm...yummy..." she purred. She finished it off and returned to kissing Katie, straddling her costar's waist, pinning her to the bed. She rested her body on Katie's. Their breasts rubbed together, slipping and sliding against each other, covered in sweat. Michelle planted kisses on Katie's lips, cheeks, and neck. She slowly made her way down to Katie's breasts. She took the left on in her mouth and gave it a suck. Her tongue played with the nipple, eliciting a sigh from Katie. Michelle moved on to the other breast, gently nibbling the nipple till it was stiff. Katie arched her back, feeling a surge of pleasure coming from her tits.

* * * * *

Michael made his way back through the Funhouse halls and to the end of the "dead-end" hallway. Hearing the mirrors close behind him, he looks into the mirror wall before him. The reflective surface faded away, revealing the secret chamber. Beyond the glass, he could see Michelle kneeling on Katie as they made out with each other. "They got started without me," he said to himself. "But...it's never too late to join." He smiles as he melts into the glass and into the chamber, his clothes disappearing from his body. He quietly made he way to the bed, climbing behind Michelle.

* * * * *

Katie and Michelle felt the bed moving near their feet. They stopped kissing each other and looked back to the foot of the bed. There was Michael, moving up behind Michelle, leaning down to kiss the back of her thigh and ass. Meanwhile, Katie moved up to plant kisses on Michelle's neck. The blonde actress was being double-teamed, and she loved every second of it.

Michael made his way up Michelle's back, kissing and licking her sweaty skin. As he positioned himself above her back, he knelt between her legs and Katie's. The head of his long cock pressed into Michelle's moist pussy. He leaned his head down beside Michelle's ear and breathed, "Mind if I come in?"

Michelle turned her head, looked Michael's eyes and answered, "Thought you'd never ask." She pressed her lips on his as she reached back to his crotch and grabbed his shaft. She rubbed the head of his cock into her swollen clit and slid it into her pussy lips, gently pushing it into her hole. "Ooohhh," she sighed, feeling her inner muscles squeezing his meat. In a swift movement, she pulled it into her hole as she squatted down, quickly filling herself with his cock as it punched through her cherry. "Aaahhh," Michelle yelped, pain and pleasure mixing as he filled her. She closed her eyes and smiled, holding her body still for a moment, letting it get used to Michael's size. Her pussy muscles flexed and squeezed it, gently milking it.

Katie looked up at Michelle's face as she smiled with delight. "You like?" she asked.

"Mmmmm...ohh yeah..." Michelle sighed. "I like...."

Katie wrapped her arms behind Michelle's neck and pulled her down, planting a deep kiss on her lips. Their mouths opened, letting their tongues out to play with each other. Their breasts flattened against each other, their hard nipples grinding into each other.

While the girls occupied themselves, Michael slid his hands between their breasts, placing his palms over Katie's. He loved the feel of their nipples pressing into both sides of his hands. He rocked his hips back, sliding himself out of Michelle. The blonde felt herself being emptied, remembering the man inside her. His cockhead was almost out when he thrust himself back into her wet pussy. Michelle moaned inside Katie's mouth, feeling Michael's balls slapping into her clit. He slowly rocked back, and quickly thrust in again. His rhythm was slow at first, letting Michelle get used to feel of him inside her. Slowly out, thrust in, over and over again. With each stroke, he slowly increased his speed till he was humping her at a quick, even pace.

Michelle rocked back and forth with him, loving the feel of his hard cock sliding in and out of her. Her body took in all the sensations: Michael fucking her from behind, Katie's lovely body beneath her. She was in the middle of a tasty sex sandwich, and she loved it. She and Katie continued Frenching each other as Michael pumped her cunt. Pleasure consumed her body. Her orgasm was building.

Michael sensed that Michelle was getting close. All the while, he held back his orgasm as hard as he could, wanting to save it for something else he had in mind. Holding it back was growing harder by the moment as Michelle's cunt squeezed and flexed around him tighter, hoping to milk him to orgasm. He set himself to getting Michelle off, while holding himself back. He humped her faster and harder, making all three of their bodies back and forth on the sweaty, satin sheets.

Michelle was trembling with pleasure, Michael's faster pace pushing her over the edge. As Michael gave one hard thrust, she broke her kiss with Katie and squealed lustfully. Her pussy clamped down on Michael's cock as she orgasmed. Her cum covered his long prick, dripping out if her cunt lips and onto his balls.

Michael held his cock in her for a while, waiting for her to come down from her orgasm and relax her pussy. The squeezing on his cock felt fantastic. It took everything he had to keep himself from coming right then. After a moment, he slid his hands out from between the girls' breasts and grabbed Michelle's hips. He tried to slide out of her, thinking that her juices would have him slick enough to withdraw.

Michelle felt Michael's cock trying to leave her. She relaxed her grip on it and let it slip out of her. Her pussy juice ran down her inner thigh like liquid heat. Her whole body felt drained. She rolled off Katie and rested her back on the satin bed. Her leg collided with the bowl of apples, kicking it off the bed. The bowl crashed onto the satin floor with a muffled thud. Michael and Michelle looked over the side of the bed to the now upside-down bowl and spilled slices. Katie propped herself up on her elbows, curious to see what happened.

"Oh shit..." Michelle exclaimed breathlessly. She looked apologetically at Michael and said, "I so sorry...."

"It's all right," Michael said. Still kneeling between Katie's legs, he looked over the side of the bed to the fallen bowl. He waved his hand in the bowl's direction, as if he were sweeping it away. Just as he did, the bowl and the apples disappeared.

Both girls stared at Michael, stunned by what they had just seen. "How did you do that?" Katie asked.

Michael looked back to Katie and replied, "I told you: magic."

Katie smiled, thinking of a trick she wanted to him to do. "Well then, Mr. Copperfield...make your cock disappear," she lightheartedly demanded.

Michael smiled back. "OK." He grabbed her hips and guided his cock to her pussy, pressing his head into her lips. "Now you see it." He drove in fast, making his whole cock disappear into her tight hole. Katie gasped, shocked at being suddenly and quickly filled. "Now you don't."

Katie giggled at the joke. "Very funny." Still, she didn't mind having him inside her again.

Michael pulled out of her completely, eliciting a look of disappointment from Katie. He moved himself up the bed, placing his large balls between her thighs and resting his cock on her clean shaven crotch. The head landed just under the valley between her breasts. "Wanna see another trick?"

"I hope it's better than that last one," Katie joked.

"Ohh, I think you'll like it. First, I need you to lie back onto the bed," Michael said. Katie moved her arms to her sides and lay back. "Next, Michelle, could you prop up her head with those pillows?" Michelle, as tired as she was, gathered the pillows and put them under Katie's head.

Katie was now looking straight down her body, past her large, round breasts, to the tip of Michael's cock. "What happens now?"

"Just watch," he replied.

Katie and Michelle watched Michael's cum-covered cock intently, trying to figure out what he was about to do. Just then, it started to moved. Katie felt the large head of his prick moving up her body. 'Is it growing longer?' she thought.

Michelle was looking down at Katie's body and at the cock, looking at the answer to the unspoken question. 'It's growing!' she thought.

Michael extended the length of his "magic wand" to ten inches in length and continued, stretching it over Katie body, leaving a trail of pussy juice on her stomach. The head made its way to Katie's globes. It was a foot long and was still growing

Katie watched in awe as the cockhead approached her. It slid between her breasts, covering her skin with Michelle's cum. She cupped her hands over her tits and squeezed them together, trapping the head between them. She felt the veined organ pushing through her tight cleavage, still growing. The head emerged from her breasts, still growing. It passed over her chest and neck and headed straight for her mouth. The moist head touched her slightly open lips, twitching at the feel of her warm breath. Katie slid out her tongue to meet the head, gently licking it and drawing it passed her lips. Her mouth welcomed the head, sucking and licking it all over as it slowly moved inside.

Michael looked down at his handy work. His cock was now two feet long. The head was deep inside Katie's hot mouth, getting sucked and licked lovingly. Michelle's cum covered another section of his monstrous shaft while Katie's smooth breasts squeezed it from either side. All of it was hard as steel, throbbing with fleshy veins. He reached down and gripped Katie's hands and breasts. He moved them up and down, massaging them and stroking his cock with them. Katie got the idea and moved her hands with him, rubbing her soft tits over his rod.

Not to be left out, Michelle crawled over to Katie's midsection, where a large section of Michael's dick remained unattended. She moved her head between Katie and Michael's stomachs, wrapping her lips over a section of the unnaturally large organ. Her tongue licked and swirled around the meaty flesh, covering the mouth-width of his hard-on with saliva. She moved her head up Katie's body, dragging her lips and tongue over to a dry section of cock. She stopped there and gave it a blowjob, drenching it with spit. She continued this slow progress up Michael's rod, giving each throbbing part attention.

Michael looked down at the amazing sight beneath him: Michelle and Katie both working on his two foot cock. The blonde was slowly sucking and licking the length of his manhood. The brunette was rubbing it with her soft, gorgeous tits while blowing the head. It was magnificent. Every nerve in his cock was on fire with pleasure. His balls filled to the bursting point. He couldn't hold back the flood gates anymore, but he worried that sending down so much cum might drown Katie. He slowly retracted his cock, resetting it back to its original length. His sensitive skin dragged against Katie's stomach and breasts. Her skin seemed to caress his cock, sending him buzzing with ecstasy.

The head popped out of Katie's mouth, slick with her saliva. She looked up at Michael, surprised by his withdrawal, desperate for his release. "What's wrong?" she asked.

"I cumming...I cuuu...uughAAAAHHHH!" With a roar, Michael's body tensed hard, his orgasm crashing through him. As he retracted his cock to its original size, his balls tightened, sending a surge of cum down his shaft as he came. He felt it racing through his manhood like a tidal wave. A gush of his semen burst forth, spraying into Katie's open mouth. As the salty cream hit the back of her throat, she closed her mouth to swallow it. Another blast splashed on her lips, cheeks, and chin, running down her slender neck. The head slid farther down her body, spurting cum along the way, leaving a thick white trail on her chest, between her breasts, and on her stomach. Michelle was still sucking on the length of his rod as it shrunk, hoping to make it spill out more cream. His cock returned to its nine inch length and stopped, giving one final squirt of cum into Katie's bellybutton. Michael sat back at the foot of the bed, waiting to see what the girls would do while he recovered.

Katie's skin tingled with ecstasy. The thick, white cum stung her skin with its heat. She reached up to her face, used her fingers to wipe off the globs on her cheeks and chin, and licked her hands clean. She scooped up more cum from her neck and spread it on her tongue wantonly. Suddenly, she felt a tongue digging in her bellybutton. She looked down through her breasts and saw Michelle licking out the cum in her little crater. The blonde moved up the brunette's body, following the cum trail.

While she waited, Katie scooped up the cum between her tits and spread it over herself. When the hot cream touched her hard nipples, she felt a wave of pleasure hit, making her pinch them tight as she squealed with delight. She pushed up one of her breasts closer to her face and wrapped her lips around her areola, licking and sucking her nipple. The taste Michael's cum all over it made her suck harder.

Michelle made her way to Katie's free breast and dove on it, sucking it into her hungry mouth. Michael's essence was still on her sweet skin. Michelle gently held the nipple between her teeth, gave a little tug, and let go.

Another surge of pleasure shot through Katie as Michelle nibbled her tit. She bit down on the nipple in her mouth and tugged, sending more shockwaves through her young body. She moaned around her breasts, feeling an orgasm building. She turned and looked lustfully at Michelle. She pounced on the blonde and shoved her tongue down Michelle's throat. She broke the deep kiss and panted, "Fuck me."

Michelle stared back at Katie, shocked by her demand. "What?" she asked in disbelief.

"Fuck me, please," Katie asked more seductively.

"Don't you think we should take a break?" Michelle asked.

Katie gave a look, pretending to think about the answer, and replied, "No." She pawed at Michelle playfully, rubbing her breasts.

"Katie, cut it out." Michelle started pushing her away.

"Fine," Katie said, disappointed. "If you won't..." She turned to Michael, glanced down at his still hard cock, and smiled sinfully. "...he will." She crawled slowly over to him and nuzzled the wet head of his cock with her nose. She gave it a lick and said, "Come on, Angel Boy. Fly me to heaven again."

Michael watched as Katie put on her show. After all this, she was still ready to fuck. It was amazing the change in her. It made him want her more. "What are you waiting for? Get on."

Michelle laid back on the bed, watching Katie working Michael's cock. "Angel Boy?"

Katie moved farther up Michael's body till they were kneeling in front of each other. She held his cock in one hand and rubbed the tip into her crotch. She rubbed his chest with her free hand. "Yeah, he's an angel. You can't tell?"

Michelle looked at Michael as he knelt in front of Katie. His slim, muscular physique was impressive. By the grin on his face, she could tell that Katie was getting him horny again. She thought about all the "magical" things he did for them, with them, and to them. "He looks like he could be. All he's missing are wings and a halo."

"He's got wings," said Katie. "He just doesn't have them out yet...ohhh...." Katie lowered herself onto Michael's cock, taking him all in again. Looking deep into his blue eyes, she said, "Mmmm...what are you waiting for? Fly me."

Michael was more than willing and able to give her what she wanted. Two bulges grew out of his back, stretching out into large dove wings, covered in large white feathers. He spread them out to a span of six feet, letting the girls see them in all their glory. Under the light from the dome above them, the wings seemed to glow with a celestial radiance.

Michelle was silent, in awe of the spectacular and sexual sight before her: her beautiful, naked costar, Katie Holmes, in the arms, and on the cock, of a real angel. Thoughts crowded in her mind: 'I made love to an angel. I fucked a real angel!' "Oh...my...God..." she breathed.

Michael looked back at Katie and said, "We can't leave her here like this. Let's bring her with us."

Katie looked confused. "Where?"

"Heaven." Michael stretched out his wings farther, folding them down toward the bed. Each wing grew so long that they wrapped completely over the bed. They closed around the three figures, pulling them into a soft, white circle. Michelle scooted behind Katie, wrapping her arms and legs around her friend's waist. The feathers on the wings began to glow. Katie, Michelle, and Michael closed their eyes as they glowed brighter, enveloping them in light. The wings formed into a giant sphere of light that hovered over the bed. Within the sphere, their bodies felt weightless, as if someone turned off gravity. When they opened their eyes, all they could see was a sea of white.

* * * * *

Copyright © 2000 LairX.

Damios_III