"Cathy, come on. Get off of me." I said to the beautiful Filipino girl sitting astride my chest.

"What's wrong Tom, are you embarrassed about being beat up by a girl?" She asked sweetly as she clenched her thighs even harder against my arms and head.

She had me trapped in a really humiliating position. I was on my back, with my arms stretched out above my head. My arms were pinned in this position by Cathy's thighs. She was sitting on my upper chest with her crotch just touching my chin. It was humiliating, but erotic too. I mean, my face was right in this gorgeous girl's crotch. It had started out with me tickling her. She and I were studying in my apartment, and while we were taking a break, I had started tickling her on the couch and soon she was laughing so hard she was in pain. She kept telling me to let her up, but I kept tickling her. Finally she managed push me off balance and off of the couch. Well we ended up sort of wrestling around on my living room floor and, before I knew it, I was lying there trapped under her as she caught her breath.

"Come Cathy. Get off." I told her.

I struggled under her, but she had me pinned pretty well.

"Are you trying to tell me you don't like this?" She said.

As she said it, she reached down with both hands and pulled my face up into her crotch!

"Do you think I don't know you've got the hots for me? It's pretty obvious, you know." She told me, still pulling my face into her crotch.

She was right, I did have the hots for her. And I had for years. She was gorgeous. She had the perfect body, slim in the middle and beautiful curves every where else. She looked extra hot today with her skin-tight stretch pants made of some velvety material and a really tight top stretched over her big chest. I'd been trying to get in good with Cathy at least a year before I had met my current girlfriend, Angie. Cathy was a computer science major like me, and I'd helped Cathy so much with her programming assignments that she had stopped even trying to write them. she'd just tell me that she couldn't figure it out and I'd do it for her. Angie didn't get along well with Cathy, and she'd freak out if she found out I was writing Cathy's programs for her. I knew Cathy was using me, but I loved being around her. At least I had until she went berserk. I gasped for breath as she let my head fall back to the floor. She smiled down at me, trapped there beneath her.

"You know you like it. I bet you wish I was naked, so I could really rub my pussy in your face. That would be like a dream come true for you." She said.

As much as it would normally have turned me on to have my face in her crotch, it was still pretty humiliating to be trapped by a woman like I was. I tried to buck her off of me, but she easily rode my body and kept me pinned. She just laughed at my attempts to get free, and it made me even madder. I tried to kick my legs up and grab her with them, but she just scooted forward and avoided them. As she leaned down and slid forward she sat her crotch right on my face! Suddenly I couldn't breathe as her crotch settled over my nose and mouth, leaving only my eyes uncovered. She smiled down between her thighs at me as I dropped my useless attempts to dislodge her with my legs.

"Where'd you go, Tom?" She laughed down at me from her dominant position.

If I was humiliated before, well that was multiplied a thousand times now. I found myself being smothered under the crotch of this beautiful girl, and I was truly helpless to stop her. I was really not getting any air, and I guess she could tell how frantic I was getting by the look in my eyes, because she lifted herself up and let me catch a little breath.

"What's wrong Tom, are you having trouble breathing?" She laughed, before sitting back down on my face.

She started to rub her crotch roughly up and back against my nose. My nose was sinking deep into the crotch of her stretch pants and I could *smell* her.

"Mmmmmhhh. You know, I *like* this! I think this is a good place for you." She , as she continued to stroke herself on my face.

I was starting to get light-headed from the lack of air. I tried uselessly to cry out but my cries were muffled under her. She must have noticed something, she lifted up a little again and let me breathe. I gasped for air under Cathy as her crotch hovered just above my face.

"That's it Tom, take a nice deep breath. Take a deep breath before you've got my pussy in your face again. I'm going to get off on your face." She laughed before settling back down on my face.

She returned to rocking forward and back, rubbing her crotch roughly in my face. She began moaning slightly, using my face for her pleasure. The knowledge that she was using my face to get herself off just made it all the more humiliating. That she was using *me* like some sex toy for her amusement. When she finally let me breathe again, she stayed off my face long enough for me to manage a few words between sucking breaths.

"Cathy....please get....off of me.....I can"t.....breathe..." I gasped out.

"I don't care. *I'm* enjoying this. I could do this all night." She told me.

Cathy really began to rub her mound in my face as she settled into a smooth rhythm, using my nose to get to herself off. It was like she had no thought for my safety as she sat there atop me, using me. Soon I could feel her wetness, even through her panties and stretch-pants.

"Take a breath, that's all you'll get." She told me, lifting herself up for the briefest moment before sitting back down on my face.

She continued like that for a while, masturbating on my face until I almost passed out, then letting me catch a breath before continuing. I was getting weaker and weaker from the lack of oxygen as she all the while kept rubbing herself in my face.

"God this is great. I could just ride your worthless little face all night." She laughed.

As she continued to mash her crotch in my face I began to see flashes of light as I approached black-out. Each time I thought I was going to pass out she let me catch a breath again and it just went on and on.

"How are you doing down there?" She cooed to me as she lifted herself off my face for a moment.

I couldn't even answer her, all I could do was gasp for breath. I was barely conscious. Cathy lifted my limp head and pulled it up in her crotch then let me drop back to the floor. I was totally helpless.

"I can just do whatever I want with you now. You're like a rag doll." She mocked me as she jerked my head around.

"I think I'm going to get more comfortable." She told me as she climbed off of me.

She stood up and began stripping off her pants! I was hardly in any shape to fight her as I watched her step out of her stretch pants.

"I bet you've wanted to see my body for a long time now. Well here's your chance to see my naked pussy!" She told me as she pulled off her panties, leaving her shirt on.

"Angie....Angie will be....home soon.....please Cathy..." I begged her between tortured breaths.

"That little bitch? Maybe I'll just throw her down and ride *her* face too!" She laughed with an evil smile.

I tried to move, but I was just too weak to stop her. Cathy grabbed my hands and easily pinned them down to the floor before she squatted down and slapped her hairy muff in my face. She was *really* wet. My nose and mouth were soon slick with her wetness as she began rocking back and forth again. I was totally immersed in the aroma and sensation of her pussy grinding in my face.

"Well now that you've got it up close, how do you like it? I bet you love it." She laughed.

After a while, she lifted up to her knees and let me breathe for a moment. She grinned evilly down at me as I tried to catch my breath.

"Tell me that you love it." She ordered me.

"Cathy....please.....let me up...." I struggled to say.

My right temple exploded with pain as she slapped me with vicious force.

"I said, tell me that you love it." She told me angrily.

I wish I could say I wasn't, but I was afraid of her now.

"I...love it." I said.

She didn't say anything else, she just sat back down on me and returned to rubbing her wet sex in my face. Again my breath was at her mercy as I smothered under her hot body. She finally let me breathe again, but now only to change her position.

"Why don't we try this way?" She said as she turned around, facing my feet as she returned to straddling me.

I found myself staring helplessly up as her absolutely perfect ass descended towards my face. Grabbing my head between her feet to hold it upright, she sat smoothly down onto my face. My face was jammed up into the crack between her beautiful ass-cheeks as she smothered me in this new way.

"you've been kissing my ass, figuratively, for a long time now. Now lets see how you like kissing it for real!" She laughed above me.

She had smothered the will out of me. I was weak and helpless. Broken. I was terrified by this beautiful asian girl, awed by her total mastery of me. I felt Cathy begin to caress herself, her fingers smacking me on the chin as she stroked her wet pussy. Her ass ground down even harder onto my face as she leaned back so that she would have better access to her crotch. My whole world was ass now, her soft cheeks totally swallowing up my face. Like something happening far away, I could barely feel and hear the obvious sounds of Cathy's ever more urgent rush towards climax. I heard her crying out as I felt her ass twitching convulsively on my face. She didn't let me catch even the slightest bit of air during her lengthy orgasm, she just sat there oblivious to the fact that I was smothering under her. I was insignificant to her, just a toy for her to play with. My burning lungs ached for air, and my brain was starved of oxygen. My vision flashed light and dark as the darkness came to me...

********************

I awoke groggily to find Cathy, now dressed, standing over me. She looked more beautiful than I had ever seen her before. It was like she glowed. She was perfect, and she knew it. My face was a little bit crusty with her dried up juices and I could still taste and smell her aroma on me.

"From now on you're going to whatever I tell you, is that clear?" She told me, nudging my head with her foot.

"Yes." I couldn't resist her.

"You've had a huge crush on me forever. And you've been doing my school work for me. As well you should, I'm obviously better than you. You're just a weak pathetic little moron. So it's obvious that the next step for you is to become my slave." She told me.

Slave? Was she crazy? Before I could even tell her she was nuts, she suddenly kicked me in the head!

"Kiss my foot." She ordered me.

I don't know why I didn't try to fight her, but I just meekly did what she wanted. She held out her foot and I lavished kisses upon it, hoping to avoid more pain. She had completely broken my spirit. Suddenly her fingers were in my hair and she was yanking me up to my knees. Turning around, Cathy held my head near her round behind.

"Now kiss my ass!" She commanded.

I soon felt the now familiar sensation of her beautiful ass on my face as I eagerly buried my face in her rump. She put her hands on her hips and started laughing at me as I knelt there behind her, kissing her ass. Pushing me away, Cathy sat down on the couch and motioned for me to come to her.

"Crawl over here." She said, and I did it.

I was now kneeling in front of her at the couch. Reaching down, she again yanked my hair painfully as she pulled my head so that I was looking up at her.

"Now beg to be my slave. Beg to worship my beautiful body." She ordered me haughtily.

"Please let me be your slave Cathy. Please let me worship your body." I begged her.

"You're worthless. You deserve to be treated like dirt by a beautiful woman like me, don't you?" She asked me.

"Yes Cathy." I answered, and she yanked my hair viciously.

"That's mistress Cathy. Do you understand?" She shouted at me.

"Yes Mistress Cathy." I managed quickly, my scalp screaming with pain.

Cathy threw her legs up over my shoulders and pulled my face down into her crotch. Her thighs clamped down on my head and my face was pinned down into her crotch. As I smothered once more in the crotch of this gorgeous woman I could smell even stronger the scent of her arousal. She held me there clenched between her thighs and ignored my muffled attempts to cry out for my release. She easily held my hands in my still-weakened state as I tried to struggle free. After my earlier experience under her ass, the feeling of being asphyxiated immediately evoked complete panic in me. She held me there, helpless, with my face wedged in her crotch with my ears covered by her thighs, but I could still hear her laughter above me. Suddenly she stopped laughing.

"Looks like somebody's home." She said to me.

Shit! That had to be Angie at the door. I frantically tried to struggle free, but Cathy had no trouble keeping me on my knees in front of her.

"Hi Angie, how're you doing?" I heard Cathy say.

"What....Tom! What the hell is going on here?" I could barely hear Angie saying with my face still rammed into Cathy's crotch.

"Nothing's going on. Tom's decided to become my slave-boy, that's all. He's busy sniffing my pussy just now. Don't mind him." Cathy told her.

My face had been in her crotch for at least thirty seconds now, and I was getting light-headed again. My struggles weakened as I began to pass out again. I could hear the sounds of Cathy and Angie shouting, but the words just didn't seem to register anymore. Suddenly I could breathe again as Cathy pushed me away and stood up over me. I slumped, barely breathing, against the couch with all the strength of a wet dishrag. I was vaguely aware that Cathy and Angie were still shouting at each other, and then they were fighting. I could only barely muster the strength to turn and see what was happening as they grappled.

Angie was nowhere near as hot as Cathy, but she was still an attractive girl. She was about the same height as Cathy, but slimmer. She had a reasonably pretty face, but it seemed downright plain next to Cathy. While Angie had a great butt and a slim figure, she was pretty small chested and, again, having Cathy there to compare her to didn't help. They contrasted sharply as they struggled, Cathy's dark brown hair and tan skin compared to Angie's dirty blond hair and pale white complexion.

I lay there slumping against the couch, dazed and confused as I watched them struggle. They were rolling around on the floor now, and it was easy to tell who had gotten the upper hand. They were sorting of sitting facing the same direction now, with Cathy's legs wrapped around Angie's midsection from behind. While squeezing Angie's body with her legs, she also had both hands wrapped up in Angie's hair. Angie was screaming at the pain Cathy was inflicting on her. Cathy looked calm and confident as she totally took control.

"You're not so mouthy now, cunt." Cathy said as she continued to viciously pull at Angie's blond hair.

I realized with a start that I found watching Cathy beat up Angie really erotic. Cathy just seemed so powerful, so completely in control of everything.

"Get off of me you bitch!" Angie shouted back as she fought desperately to keep Cathy from ripping the hair from her head.

Angie's attempts to hold her hair down and stop the pain, just allowed Cathy to get a better position, twisting Angie's body so that she was trapped sideways in Cathy's scissoring legs. Angie realized too late what the power of Cathy's thighs could do around her middle as she felt the air getting squeezed from her lungs. Angie dropped her hands to Cathy's legs and tried to pull them apart, but the asian beauty's legs were just too strong. Again I was amazed at how erotic I found the sight of this beautiful terror dominating my girlfriend.

"What's wrong, cunt? Can't breathe?" Cathy taunted her.

Cathy moaned as she applied even greater force to Angie's gut, shaking the trapped girl's entire body with each savage squeeze. I was so weak I was still only able to watch as Cathy tormented my girlfriend. Gasping for air Angie made eye contact with me as she desperately fought to pry apart Cathy powerful legs.

"Help....me.....ugggh.......help!" Angie gasped out as Cathy continued to squeeze the life out of her.

"Him? He's not going to help you. He's mine now, he's my slave. Look, he's getting a hard-on just watching me beat your sorry ass." She laughed at Angie.

I realized with a start that Cathy was right. Along with beginning to regain my breath and strength, I was also sporting a bulge in my pants. Cathy continued shaking Angie with her legs for another minute or so, and Angie's struggles seemed to get weaker and weaker. When Cathy suddenly twisted Angie around she was helpless to stop her. Now Cathy had Angie scissored so that the two girls were facing each other. With both hands, Cathy pulled my girlfriend's face down into her ample bosom. Angie's arms and legs flailed about ineffectually as she found herself in the double trouble of Cathy's crushing scissors and her smothering chest.

"This is what a real woman's tits feel like. I'm not built like a little boy like you." Cathy mocked Angie's small chest as she smothered the girl in her large bosom.

I could barely hear Angie's muffled cries now, as Cathy set about smothering her with a vengeance. The whole time she jeered and taunted at the helpless girl.

"Maybe I'll let you kiss them before I make you eat my pussy. You'd love that, wouldn't you?" Cathy laughed at the now barely struggling girl.

"Mmmmmphh! Mmmmmmmph!" Came Angie's desperate muffled cries as she began to asphyxiate.

Cathy finally let Angie's head go, and Angie was so weak she could only lay her head their on Cathy's magnificent chest as she gasped for air. Laughing at her, Cathy released her body scissors and pushed her victim's head down. Grabbing Angie's wrists, Cathy held her arms out of the way as she wrapped her legs around Angie's head. Letting her captive's wrists drop, Cathy pulled the girl's face deep into her crotch and then locked down her thighs. Angie was now lying face down between Cathy's legs, with the asian girl's thighs keeping her head trapped there. I had just been where Angie was now, and I new that she was smothering in Cathy's crotch, able to catch only the tiniest breaths. The smell of my new mistress's sex was the only thing filling her lungs now.

"Get something to tie her hands." Cathy ordered me, startling me a little.

"What? What should I get, mistress?" I asked her, correcting myself.

She smiled briefly at my choice of words as she lounged, leaning back on her arms as Angie struggled hopelessly between her legs.

"Get a pair of this cunt's pantyhose, that'll do." She ordered me.

I struggled to my feet, finding that I was still a little disoriented and went to the bedroom to find the item. I quickly returned with a pair of pantyhose in hand.

"Pull her hands behind her back and tie them." She told me.

"We are going to have some *fun*." Cathy told Angie as I easily captured her hands and began tying them behind her.

She barely resisted at all as I tied her wrists tightly together. Once Cathy was satisfied that Angie's hands were secured, she rolled the helpless girl over onto her back. Sitting at first on Angie's upper chest, Cathy slid back onto the girl's stomach. Reaching down she tweaked Angie's nipples viciously through her shirt.

"You call *these* tits? These are pathetic." Cathy laughed at her, and Angie cried out with pain as she fought to catch her breath.

Cathy began to pull of her shirt while she let her victim catch a few breaths. I watched almost hypnotized as her pendulous breasts, held up and together by her red bra, came into view. She tossed her shirt to the floor and, cupping her own chest, looked down at the panting face between her knees.

"Now these, these are a real woman's tits." Cathy gloated and then reached down to steady Angie's head.

Leaning down over her, Cathy shoved her chest down into Angie's face. I watched amazed at the spectacle before me, with a raging hard-on, as Angie smothered in Cathy's ample cleavage. She laughed that familiar laugh as she rubbed her chest in my girlfriend's face, depriving her of air for what seemed like way too long. Only to lift up and let the girl catch a breath before smothering her again.

"Are you ready to beg for mercy yet? If you ask nicely I might let you off with just licking my pussy." Cathy told her, lifting her boobs off Angie's face.

Angie took a moment to gather her breath before she was able to answer.

"Go........to hell.....bitch....get off of me!" She managed.

"Bitch? Don't even try to pretend you little lezzy. You know you want it. Here's a little preview." She told Angie as she sat upright and began to move forward.

Angie looked terrified as Cathy sat with her crotch on Angie's upper chest and throat.

"Are you ready for it? Here it comes." Cathy laughed before moving forward.

"No! Please don't simmmmmmmph!" Angie was cut off as Cathy sat on her face.

"Oh shut *up* already." Cathy told her as she rubbed herself in Angie's face.

Cathy rode Angie's face with glee, periodically pausing to let the girl breathe before smothering her again. At each pause, Cathy called for her to give up.

"Are you ready to do what I tell you yet?" She asked my girlfriend.

Angie just lay there gasping, and Cathy waited for a moment.

"No....get off of me!" Angie said.

"I don't think so. I'm going to sit on your face until you admit that you actually *want* to eat my pussy." Cathy told her, sitting back down on Angie's face.

"You know riding your worthless little faces is a lot of fun. I should have done this a long time ago." She told me, as I stood there like a moron watching her smother my girlfriend.

My cock strained painfully in my pants as I watched Cathy rub her crotch in Angie's face for a while more before asking her again.

"Ready yet?" She inquired.

"No!" Came Angie's reply, and Cathy just sat back down on her face.

"Come on, give up. Your boyfriend here doesn't realize it, but I *know* that you have just as big a crush on me as he does. I see the way you look at me. Why don't you just give in?" Cathy asked Angie as she let her catch a breath.

"Get....off of me.....please." Angie begged, plaintively.

"No. Admit it. Admit that you want me." Cathy told her.

"What...did....I do to you? Please get....off of me." Angie plead, still gasping for breath.

"Maybe a taste of my ass will bring you around." Cathy smirked, climbing off of Angie and turning around.

With her hands tied under her and Cathy's feet holding her head in place, Angie looked helplessly up as Cathy's ass approached her face.

"No! Please! Pleammmmmmmph!" Angie begged in fear before Cathy's ass stole her voice.

It was amazing to see just how deep Angie's face disappeared into the crack of Cathy's beautiful heart-shaped ass. Cathy just wiggled her ass evilly in Angie's face while the trapped girl starved for air.

"It's hard to believe you could get any man at all with these." Cathy said, reaching down and twisting Angie's nipples again while she continued rubbing her ass in the girl's face.

Cathy pinched Angie's nipples cruelly as she continued riding her face. Angie gasped loudly for breath as Cathy finally let her breathe again.

"Ready yet? Ready to admit you want to be my slave too?" Cathy asked her.

"...........please.........please........no...more.......please.....Cathy...." Angie begged.

Angrily, Cathy sat back down on Angie's face.

"I can just sit here all day you know. You might as well give up. Well Tom, it looks like Angie wants to just sniff my ass all day. Get over her and kiss my breasts in the meantime." She said as she removed her bra, freeing her heavy breasts.

I was transfixed by the sight of them. Her breasts were so incredible, so perfect, I was mesmerized. As I knelt down and lowered my mouth to her breast I was thankful that Cathy had taken charge today. Thankful that she wanted to use me. I didn't care how. I softly kissed her breasts as she ran her fingers through my hair like a child's. She seemed pleased with me and that made me happy.

"You've been ripe for this for a long time. isn't it obvious that you should serve a strong beautiful woman like me?" She asked me.

"Yes mistress Cathy." I answered her, just glad to have an opportunity to see her naked chest much less kiss it.

"That's it, just worship my tits like a good little slave. Let's see how the tit-less wonder is doing." Cathy said, lifting her ass off Angie's face.

I didn't pull my mouth away from Cathy's chest so I couldn't see Angie, but she must have been doing pretty bad. I could hear her coughing and gasping for breath, and it went on and on. Gradually I heard her begin to cry.

"Give up yet? Ready to admit it? Ready to admit that you want me?" Cathy asked her.

"Yes." I heard her softly sob.

"And you admit that I'm a better woman than you?"

"Yes."

"So much better, so much stronger and more beautiful that you realize you should be my slave. isn't that right?"

"Yes."

Cathy quietly pushed me away and climbed off of Angie. Standing up she slowly slid down her pants. She stepped out of her pants, and then her panties followed and she was standing there in her naked glory.

"This is what you want, isn't it?" Cathy said, caressing her own crotch as she straddled Angie.

The was a long pause, with only the sound of Angie's soft sniffles before she finally managed to reply.

"Yes." She sobbed, ever so softly.

"What was that? Louder!" Cathy shouted, suddenly destroying the quiet. "Yes." Angie sobbed, louder now.

"This. This is what you want. Say it. Say you want to lick my pussy. Say it you little worthless cunt!" Cathy yelled forcefully at her.

"I....I want to lick your pussy." Angie admitted, her face flush with shame.

Moving over Angie, Cathy held her mound sex about an inch over Angie's tear-stained face. The smell of Cathy's arousal was so strong I could smell it from where I was.

"Kiss it. Kiss my twat." Cathy ordered.

Angie looked torn for a moment, before giving in and craning her head up off the floor and planting her lips on Cathy's wet muff. Cathy smiled at Angie's submission and then roughly sat down on the girl's face.

"Eat it! Eat my pussy." Cathy commanded, and it was obvious from her facial expression that underneath her Angie was obeying.

"You. Suck my tits while your little lesbo girlfriend tongues my snatch." Cathy told me crudely.

I wasted no time in returning to her glorious breasts. I sucked hard at one of her dark brown nipples as she rode Angie's mouth. Cathy moaned and shuddered as she furiously humped Angie's face.

"You're worthless.....both of you.........you're just toys..........toys for me to play with................ohhhh...........that's it you worthless cunt............suck my Filipino pussy.........ohhhh...............ohhhhh...........I'm going to cum on your face.........all over your nasty ugly little face............ohhhhh...............ohhhhhhhhhh.............ooooooohhhhhhhhhhhhh!" Cathy cried out as she climaxed on Angie's face.

Cathy seemed kind of dazed for a moment before she let out a long sigh. She sat there on Angie's face, shaking with the strength of her orgasm while I continued to suckle at her teat. She pushed me away as she lifted herself just a little bit off of Angie's face. I was astounded to see Angie's tongue still reaching up and stroking at Cathy's puffy lips. Cathy let her slurp for a few moments before climbing off of her. I still had a raging hard-on bulging in my pants as Cathy stood laughing softly over the two of us. She began to dress herself, while she chuckled at the sight of us. Me, kneeling there with a huge bulge in my pants, and Angie laying with her hands tied behind her back and her face wet with Cathy's juices.

"You morons are my slaves now. Don't forget it. I'll explain later how worshipping me is going to change your lives. I'll be back in a couple of hours. You'd both better be here waiting for me." She told us as she finished dressing.

"You both know you want it. Want me to own you. Just accept it." Cathy gloated.

Crouching down next to Angie, she sniffed at the tied girl's face.

"You smell just like my cunt." Cathy told her, and started laughing.

Angie began sobbing anew, humiliated by the realization of what she had just done.

"Why don't you lick my cum off of your girlfriend's face?" Cathy told me.

As I lowered my mouth to Angie's face I began to lick and suck Cathy's secretions up.

"You can untie her whenever you want. I'll be back in a bit. Look at you two, you're so pathetic." Cathy laughed before strolling regally out of the apartment.

I continued licking Angie's face after the door closed, and when I got to her mouth she surprised me with a deep tonguing kiss. We kissed passionately for a moment, and I realized that she was just as aroused by Cathy's domination as I was. I rolled her over and undid her hands and we had the best sex we'd ever had, right there on the living room floor. Afterwards we didn't really no how to act. We both were humiliated pretty badly. We didn't really talk to each other, I think we were both trying to get our heads straight. Both wondering what was going to happen when Cathy returned.

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