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                                 Fantasy/shorelv
                                          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.

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  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?"
                                             				*	*	*	*	*
                      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.  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.
                    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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