Michelle and I had gone out twice, and had a great time.
I was crazy about her! I had wanted her from the moment I
saw her, not in a strictly physical sense, though. I was
compelled by her and drawn to her... her smile, her face,
her petite slim body that knew just how to jiggle... I knew
I was falling in love with her, I prayed she felt the same.

     But we had no sexual contact yet, though it seemed
imminent. A third date was planned, but she had to cancel.
She was an aspiring actress, and a last-minute phone call
drew her to an emergency rehearsal at the college theater.
It wasn't so much the play that worried me, it was who and
where she was rehearsing with. I had met her at the school
one of the nights we went out and met the guy playing
opposite her. I could tell he was hot to women. He was big
and muscular, and probably great-looking. She had to
rehearse with him tonight, and as I found out later... all
alone.

     I shouldn't have done it, but I went to the college. I
was worried, but not overwhelmingly so. I kept telling
myself, "She must have feelings for me!" I hid backstage
before they began. I wondered what kind of scene they would
do.

     "Ok, Mitch, what should we do first?" Mitch was the
bastard. The guy who was `the star.'

     "Well, I think we've got most everything down. We've
rehearsed all the scenes quite a bit."

     "Then why did you want me to come tonight."

     "Well, I think the scene where we get together needs to
be expanded."

     "Oh?" she smiled. (Why would she smile?)

     "Yeah, a kiss and then a curtain drop isn't enough. I
think we need a more intense love scene to really convey the
impact." (Love scene! She hadn't told me about this! My
heart began to pound desperately...)

     "What kind of a love scene? Kissing?"

     "Yes, but more. We need to touch. You need to let me
touch you."

     (Please say no! please say no! Couldn't she see this
ruse?!)

     "Touch me, huh? Like how?"
     "Holding you, moving my hands down your back... you
know,

drawing out the moment."

     "And then the curtain?"

     "Yeah, that should be good.'

     "But I didn't bring my costume. I don't even have my
skirt." (The play took place at a party. She had a very hot
outfit to wear -- a tight, silk top and a VERY short leather
skirt. It was my current favorite masturbation image, and a
fantasy I felt would be real very soon.)

     "That is a problem..."

     (Oh please, let that ruin the plan! Go home! Get away
from here!)

     "Wait!" she said. She grabbed a small towel from the
stage. "This should work."

     "How do you mean?"

     Michelle smiled. "I'll show you!" Her hands went to her
waist, and pulled down the zipper on her jeans shorts. She
slid them off, right in front of him! (Oh God!) For several
eternal moments she stood in front of him, her white
shimmering panties exposed! The panties I longed to see, but
with me in front of her, not him! She wrapped the towel
around her waist and stepped to him. "Ok, let's rehearse..."

     They started kissing, tentatively at least. I watched,
with no slight horror, the girl of my dreams and a hated
devil a short distance in front of me. I was directly to
their sides, allowing me to see both their faces and
reactions.

     His hands moved to her back, and sure enough, down to
her ass. Michelle pulled Mitch tighter. "Oh, Mark."
      /'
      "Oh, Jennifer." (Ok, Ok, they're in character, simply
remembering lines.

      "And curtain... " Michelle said and stepped back.
(Whew. That's bad, but she obviously doesn't want it to go
farther.)

     She looked thoughtful. "But that wasn't really enough,
was it?" (It was! it was!)

     He agreed. "We need to hold for longer. Maybe use some
tongue." (That fucking bastard! He was setting this up!)

     "OK" They kissed again, this time longer, deeper
kisses. Her hands moved behind his head, twisting her
fingers in his hair. His hands moved to her ass, then
underneath the towel, feeling her hips.

     "Oh Mark. Yes, Mark."

     "Jennifer, I've wanted you for so long..." (Why isn't
she stopping him?)

      He slid his hands back, massaging her buttocks. The
towel gave way under the action. She was standing their in
her panties kissing him. (She was in her God damned
panties!)

     "Jennifer, I want you..." (I knew he wanted to touch
her cunt, but he didn't dare. She wouldn't go for that, no
way!) He pulled back slightly.. "Is it time or curtain?'
(Yes yes! Stop now!) My heart was pounding with rage at his
thinly-veiled attempt to seduce her.

     "Um, no. I think ...

     `Yes?"

     "I think maybe you should touch my breasts."

     My breath caught in my throat. What was this! No.. no
... no! Tears began to form in my eyes as an evil, confident
smile spread across Mitch's face.

     He  began again. He kissed her, then obeyed her
direction. His right hand slid up from her waist , over
white T-shirt, and gently onto her left breast. His palm was
open wide, his fingers flowing around her curved beauty.
They kissed passionately as his thumb pressed against her
nipple.

     "Jennifer, Jennifer." he breathed.

     "Oh Mark. Oh God, Mark." He started to pull up her
shirt.

     "Um, Mitch, no...stop. Stop..." (Thank God! Some limit!
She wasn't going to let it go any further!)

     He looked at her, still holding her shirt half-way up
her beautiful chest. "Do you want me stop?"

     "Um..." he pressed against her, and ran his finger
slowly back and forth over her right breast. Her eyes
closed, her breath grew heavy. She moaned softly...

     Mitch's finger stopped, his hands pulled slightly away
from her breasts.

     "No... don't stop.. please, Mitch! "

     "Jennifer, oh Jennifer!"

     He slid her shirt off, and took her tits full into his
hands. The tears streamed down my face with continual force
as I watched his fingers slide into her delicate bra. Her
eyes were closed, her head leaned back. He undid the clasp
(The clasp! I had pictured MY hands performing that motion!
It was MY love that was to be rewarded with the sight of her
gently bobbing bare breasts!)

     "Oooh, ooh. Mark... Mark.." He started sucking her
nipples. My eyes were transfixed , despite each second of
their touch spearing me with pain. I watched her tender,
pink nipples disappear and reappear from HIS mouth,
glistening with HIS saliva! I wiped the tears from my eyes,
then saw something even more dreaded... He was rubbing her
cunt.

     I fell to me knees. For all intensive purposes, my life
ended as she parted her legs slightly, allowing his fingers
to massage her cunt through her dampening panties. She was
turned towards me a little more now. I couldn't see Mitch's
face, but I could all to easily see his fingers pressing
into the soft indentation the silk formed on her cunt.

     But then he pulled away.

     "Time for curtain?" he asked.

     "Mmmm. Perfect time." He got up off of her. (Thank God,
it's just the play! It's just the play! He's not going to
fuck her!)

     Michelle sat on the bed, and pulled her shirt back over
her head. Her hard nipples were still visible through the
fabric.

     Mitch straightened his hair. "Good scene..."

     "Pretty good time, yeah."

     "You have you admit, a lot more passion gets conveyed
this way. I think the audience will really be drawn in with
this kind of intensity."

     "Um, yeah. The audience..."

     "Well, I guess that's it. I'll let you get to your
boyfriend."

     "I don't have a boyfriend."

     "Who was that guy that picked you up the other night?"

     "Oh him? Just a friend from school." (Holy Shit! Fuck!
My heart sank as I realized I lost. She didn't want me to
get in the way. She wanted to fuck him. The thought repeated
itself over in my mind, "She wants to fuck him ... fuck
him... fuck him...)

     "Mitch, you know that scene is pretty good. But..."

     "Yes?" he said smiling.

     "I think we can do it better still. Up for another run-
through?"

     "Certainly."

     Michelle stood up and went to him. They embraced and
started kissing feverishly. Even harder and deeper than
before. Michelle hadn't even bothered putting her towel back
on,  she was in her panties right from the start. Mitch's
hands rubbed her hips right away. No need to question now.
He slid his hands into her panties, rubbing her ass. He
moved his hand around, pushing his finger into her cunt.

     "Oh God, Mitch. Oh, Mitch..."

     "Oh Michelle, oh baby!" There was no need for character
names now.

     He gave a quick pull, and her panties fell to her
knees. She obligingly stepped out of them. She then knelt on
her knees and undid his pants. She took his penis into her
mouth and sucked. "Michelle, Michelle, Oh yeah. That's so
good..." she sucked and sucked his cock. Now it was her HER
saliva on the head of HIS throbbing cock. She kissed its
length and his testicles. I don't know how he didn't cum
right then. I sat there, beaten and lifeless as the girl I
loved sucked another man's dick. I felt as if every organ in
my body had been smashed by an anvil.

     "Now how's that for the scene?' She said, forgoing the
sucking of his penis for some jerking.

     "Incredible. I like it wonderfully."

     The she added ..."Well, I think we can surprise a few
people with..."

     "With what?"

     She smiled and answered "Penetration..."

     He didn't wait, he moved to her, lowered her onto the
prop table and He laid her down on a prop table and ripped
off her shirt. Her legs opened wide as he dropped his pants.

     "Fuck me, Mitch! Fuck me!"

     "You want some of this, do ya?" he said, stroking his
cock.

     "Where do you want it?"

     "In my cunt! I want it in my cunt now, Mitch!"

     He rammed his cock into her. His body pulsed up and
down with speed, fucking and fucking and fucking. Michelle
was moaning feverishly, loudly, with an ecstasy that stabbed
my heart. He pulled out of her. They moaned with delight a
he ran his tongue over every inch of her gorgeous nude body.
She orgasmed the second it flicked on her clit. Her body
arched high, her hands pulled on his hair.

     "You're cock! I want your cock!"

     He pushed back into her with semi-slow thrusts. "Ooooh!
Ooooh!" her moans grew longer . "Iiihh... Ihhh..." her voice
peaked as his torso clenched. He spermed. He continued
pounding her cunt as the sperm shot into her.

     "Oooh, Fuck... Oohh Fuck..." she wailed.


     I sat behind that wall as they fucked for the next
hour. I don't know why I did it. My hands shook, my eyes
bled tears.. My heart nearly exploded. Michelle never called
me again. Of course I knew not to call her. I saw her once
more in my life. A month later, I turned a corner in the
library late at night. Mitch's hand was up her shirt,
pinching her right nipple. They kissed for a few moments
before Michelle saw me. Her eyes fell to the floor after she
saw the tears of my eyes and soul. I still loved her, God I
loved her. Mitch stopped when he noticed me, but never took
his hand from her breast. I walked backwards, gazing at her
soft, rounded, skin and her enticing pink nipple. They were
to be mine, my love...