The Club I had joined Level 4 the previous week, thanks to sponsorship from my friend, Ted, who had been a member for several months. My membership card arrived in Wednesday's mail, and I was eager to try it out. I called Ted, and we arranged to meet in the bar at 9 p.m. on Friday night. After a few moment's conversation, we went up the stairs to the topless club and headed for the restrooms. Nobody paid any attention to us, not with dancers on stage. Ted knocked on the door marked "Manager" and we were admitted. Our membership was checked again by one bouncer and then we were passed through the other door by a second. We walked down the two flights of stairs and entered the Basement. The stage was empty as we entered, and a sex movie was being projected on two walls. Over at the pedestal where the urn for tickets sat, the tote board was flashing "$250," and the floor manager was walking toward it, accompanied by a slim Asian girl wearing bright blue hot pants and matching high heels. Her bare breasts were large for her small size, and I suspected they had been enhanced. A spotlight tracked them across the room. "Ladies and gentlemen," the floor manager announced, presumably including the waitresses and working girls since there were no female customers, "we have reached the magic $250 mark for the third time this evening. To perform the honors, would you please give a nice Basement welcome to Miss Tina, one of our newest performers." There was a round of applause for the very pretty girl which included hoots and catcalls of various kinds. Tina appeared to be barely into her 20s. When the noise died down, the floor manager continued. "Now as soon as I mix these tickets..." he said, reaching into the urn and turning the contents over a handfull at a time, "we'll have our drawing. Miss Tina," he said, stepping back, "would you please select a ticket." Standing on her tiptoes and looking at the audience, the girl reached over the rim, stirred the contents again and, frowning with concentration, chose and withdrew a ticket stub. She handed it to the floor manager. "And the winner is... two, oh, one, six, three" read the floor manager. Throughout the room, heads were bowed as customers studied their tickets. He repeated the number and asked, "Do we have a winner?" A tall man with curly blond hair at a table near the stage raised his hand, stood up and started walking toward the floor manager and the girl. He was grinning from ear-to-ear. When he reached them, he handed his ticket to the floor manager who compared it to the ticket that had been drawn and then smiled. "We have a winner, ladies and gentlemen!" he announced. He and Tina each took one of the man's hands and raised them in victory. "Congratulations, sir!" the floor manager said. "Miss Tina, would you please escort our winner to your studio." Still clutching the man's hand, Tina led him off through the door next to the pedestal. The man, who towered over her by more than a foot, was blushing furiously as he disappeared through the door, sent off with a round of applause and shouts of "Good luck!" and "Go get her!" "And now, friends, back to the action!" the manager cried enthusiastically. He tilted the urn over, dumping the remaining tickets onto the floor. Then, he pressed a button on the side of the tote board, resetting the display to zero. After that example, Ted had no difficulty persuading me to buy a ticket when the waitress came to take our drink orders. We each bought two, in fact. As she left our table, the waitress passed by the urn, dropped in the other halves of our tickets and pressed a button four times, adding $20 to the $35 that was already recorded. By the time she returned with our drinks, the total was up to $95. It was quite a charge, I have to tell you, to sit there sipping at a drink and watch the goings-on. The adult movie had resumed, and it was showing an orgy involving two women and three men who kept switching partners and positions and combinations as the movie progressed. Meanwhile, waitresses and "performers" circulated around the room. The waitresses would have been a sufficient attraction anyplace else. They were all pretty and dressed in a variety of costumes -- belly dancers, maids, swimsuits, and such -- all of which featured plunging necklines and push-up bras. But the performers put them to shame, such that you wouldn't even bother to look at a waitress unless she was bending over your table. All the working girls were topless, and their tops were well worth revealing. They came in a variety of colors from milk white to ebony and all the tans between. Below the waist, their costumes varied except in being short and tight, exposing long legs (and sometimes more) that ended in stilt-high heels. One girl, Karin, stopped to talk with us. She was wearing red hot pants and heels, with a gold choker necklace. Her skin was a deep tan color, her areolas somewhat darker and tipped with still darker nipples, both of which were pierced by small gold loops. She was Persian, she said, and her family had fled Iran just as the revolution started, when she was little more than a baby. We had only been talking a few minutes, however, when a soft gong sounded. Karin looked over toward the floor manager's stand and saw that a small, red bulb was lit. "'Scuse me," she said, smiling at Ted and me. "I'm on next." We watched Karin walk to the side of the room and slip through the same door used by Miss Tina and the most recent raffle winner. A few minutes later, the porno movie was switched off and the room lights were lowered until only the floor manager, illuminated by a spotlight, was visible. "Ladies and gentlemen, may I have your attention please. The Basement is proud to present a little performance for your enjoyment. Now appearing on our main stage, would you please give a rousing Basement welcome to Miss Karin and her companion, Studley Dan!" The spotlight winked out and the stage lights came on, revealing the red velvet curtain that was rapidly opening. It revealed a woman's boudoir, or at least the suggestion of one. A large canopied bed occupied the center of the stage. At one side was a woman's vanity and seated before the large mirror on a bench was Miss Karin, wearing a filmy negligee over a light blue babydoll nightie. Karin was brushing her hair, which made her ample breasts stick out prominently and bob back and forth with her motions. Karin seemed to notice them herself, for she stopped, laid down the brush and, lacing her fingers behind her neck, jutted her chest forward and waggled her shoulders to make her breasts shift back and forth on her chest. After entertaining herself in this manner for a few moments, Karin dropped her hands to her tits. She cupped one in either hand and began to lift, knead and pull on them. In the "outside" window on the other side of the stage room, the figure of a man appeared, although I was never certain whether he had moved there or whether my eyes had simply adjusted to the availabe light. In any case, the man was enjoying the show Karin was puting on for us. He watched as she massaged her own breasts. After doing so for a while, she slipped a hand under her shortie nightgown and moved it up to resume kneading it. Karin let her head fall back, eyes closed, while she worked on herself. Her other hand dropped to stroke and then scratch at her thighs. A short time later, Karin slipped this hand under her nightgown, too, but instead of raising it to her other breast, she pushed it down into her panties and began to stroke herself there. The man outside also dropped a hand to his middle and began to rub his prick through his pants. Karin continued to massage her tit and pussy for a while, her head back and her mouth open, making little moaning sounds and whimpers that were faintly audible. Gradually, the intensity of her movements and the sounds she was making rose in a slow crescendo. Just when Karin was moaning louder, her hand making rapid circles inside her panties, the man hidden outside suddenly grasped the bottom of the window and threw it up. Wasting no time, he already had a leg over the window sill by the time Karin reacted to the sound of the window. Ducking his head, he jumped into the room. Karin let out a shriek, pulled her hands out of her panties and from under her nightgown and jumped to her feet. Looking frantically from side to side but having nowhere to run, Karin moved to put the bed between her and the intruder. The man was tall and white, with dark hair and big shoulders. He was tall, over six feet, and almost handsome except for a nose that was too wide and a mouth that was too small. He began to stalk her, moving sideways around the bed. Karin matched him, keeping the bed between them. "Don't be difficult," he said. "I don't want to hurt you. I just want to give you what you were thinking about." Karin said nothing, just kept her eyes on the man and circled around the bed. He tried to dash around it and catch her, but she was as quick as he was. The intruder could not get close enough to grab her, although he came close twice, the last time when he suddenly stopped and reversed direction. His fingers actually grazed the negligee that billowed out behind Karin, but he could not get a grip on it. Finally, the man stopped and bent over, one hand on the bed, as if he was trying to catch his breath. Then, suddenly, he leaped across the bed, stretching out and reaching for Karin. He got a hand on her thigh, just above her knee, but she tore lose from his grasp, leaving the man sprawled across the bed. Taking advantage of his momentary immobility, Karin spun around and raced for the door. She almost made it, too, but the door opened inward and she had to pull it open instead of bursting through it. The man recovered quickly, jumped after her, and caught Karin just as she started through the doorway. "GOD DAMMIT!" he roared, grabbing her roughly around the neck and flinging her backward into the room. She reeled off balance toward the center of the room, bumped into the bed and sat down awkwardly. The man slammed the door and leaped after her. Karin tried to jump up, but the man was too quick for her. As she was pushing to her feet, the intruder reached her and unleashed a roundhouse slap that cracked across her cheek, spun her around and dumped her onto the bed. (It was a fake slap, of course, but it looked real.) "That'll teach you, bitch!" the man snarled. Karin tried to push up from the bed, shaking her head in an attempt to clear it. The man grabbed the back of her negligee at her neck and pulled strongly. It ripped away, most of it coming away in the man's hand. One of the sleeves remained around Karin's arm. "Stay put or I'll have to hit you again," the man growled. Karin ignored his warning and tried to crawl away from him across the bed. He grabbed her by the arm, spun her around, and slapped her face again. She felt back, momentarily stunned. The man reached down quickly, grabbed the nightgown near the neck and gave a strong tug. The material gave, tearing partway down her front and revealing a glimpse of Karin's breasts. He slid his hand down the tear and yanked again, this time completing the job. The nightgown parted all the way to the hem. Karin's dark tan body was revealed, naked under the torn gown except for the matching light blue panties. The gold hoops that pierced her nipples gleamed in the spotlight. "I warned you," the intruder snarled. "Now, do what I say if you know what's good for you." Karin was crying, an arm thrown across her face. The man reached down and grabbed her by the hair and dragged her to a sitting position. With his other hand, he reached down and pawed at her breasts. "Take my cock out, bitch," the man growled. When Karin hesitated, he yanked on her hair. Karin was weeping. Slowly, reluctantly, she raised her hands to the man's pants and began to fumble with his zipper. She tugged it down. "Go ahead, bitch," the man ordered. "Take it out." Karin inserted a hand through the open fly. Using her other hand to move material out of the way, she pulled the man's tool out. The head emerged first. It was large enough that Karin's hand could not wrap all the way around it. She pulled on it, guiding it into view. More and more of it emerged. She pulled again and even more slid into view, drawing a gasp from some members of the audience. It was obviously a huge cock, although it was only half erect. Even as we watched, it swelled in Karin's hand, extending outward and raising up. It had to be nearly a foot long. Karin shrank backward from the sight of it. "Where do you think you're going?" the man growled. "I want you to suck my cock." Karin shook her head no, then ducked when the man raised his hand to strike her again. "Do it, bitch," he snarled, "or I'll make you wish you had." Slowly, Karin turned her head back toward the mammoth prick. The man still had her by the hair, and he used his handhold to draw her toward him. He pulled her forward until the end of his dick bumped against her closed mouth. "Open up, you cunt," the man said. "Suck it for me. I want you to do a good job on me." He yanked on her hair again for emphasis. Reluctantly, Karin's lips parted around the head of the enormous fucktool. We could see it stretch her jaws wide as the head, which seemed to swell at the contact, pushed into her mouth. Karin's eyes bulged as she strained to take it in. "Come on," the man ordered. "Use your tongue! Lick it good, bitch. Suck on it!" He hunched his hips forward a little, pushing more of his tool into Karin's mouth. He reached out with his other hand and grabbed her hair on the other side. Then, using his double handhold, he began to push and pull on her head, moving her mouth back and forth on his cock. Karin tried to protest, but all that emerged around the mouthful of prick was an inarticulate cry of discomfort. "Why should I be doing all the work?" the man complained. "Take hold of it with your hands, bitch. Come on, you do some of the work!" As much in self defense as anything, Karin raised her hands to the massive prick that was attempting to push down her throat. The shaft was so large that her fingers did not quite join around it. The length of the thing was also clearly revealed. Karin was gripping it in both hands like a baseball bat, and there was still a considerable extent on either side. Although she couldn't really slide her mouth back and forth on the man's cock, Karin was able to do a better job now that she had control of it. She slid her hands up and down on the shaft and twisted her head around on the knob at the end of it. This seemed to satisfy her attacker, as he stood there quietly for the moment, sometimes watching Karin closely as she worked on his tool, sometimes throwing his head back and savoring the feeling as she manipulated it with her mouth and hands. After a minute or two, however, he stepped back, pulling his prick away from her. "That's enough of that! Now, lay back on the bed." He shoved Karin roughly on the shoulder. "No, PLEASE!" she begged, raising up on one arm. "Don't, please! Let me make you cum that way. Don't put it in me! Please! I can't take it. It's too big!" "Shut up, bitch!" the man ordered, shoving her down onto her back. "You'll take it and like it. But first I'm going to eat some of your pussy!" He reached out, grabbed the waist of her panties, and dragged them down Karin's legs. She kicked at him, but that actually helped rather than hindering him in getting them off her. He dodged her kick easily, pulled the panties over her feet, and tossed them to one side. "Spread 'em, babe, and let me kiss your sweet pussy," he ordered. "If you don't, I'll just shove this cock in you now, and you know that's gonna hurt you worse." Karin didn't spread her legs for him, but neither did she resist when he put his hands on her knees and pushed them apart. The man knelt beside the bed between her legs and shoved his face into Karin's middle, extending his tongue to probe into her even before his face reached her pussy. She jerked as his tongue wormed its way into her. The man grabbed her by the hips to hold her still and began to lick and flick and gnaw at her. At first, Karin just lay there, an arm over her face, while the man nuzzled her private parts. But soon, like it or not, it began to get to her. Her arm dropped away and she arched her back. Her hips moved involuntarily, shifting restlessly and sporadically from side to side at first, then slowly begin to move more rhythmically. She began to push her pussy up to the invading tongue, accepting it, enjoying it despite herself, slowly becoming aroused by the continuous attack on her pussy. But her attacker was not much concerned with giving Karin pleasure. Satisfied that she was wet enough to accommodate his massive prong, he pulled back and stood up, leaving her lying there, legs apart, her raven- haired pussy gleaming. With a quick move, he unfastened the top button of his pants and pushed them down to his ankles. His naked cock was even more impressive now that clothing no longer masked the base of it. Rampantly erect, it stood out from his body, although its length made it droop from the horizontal. Pushing at Karin's knees, he moved her back on the bed to make room for him, coincidentally positioning her so that the audience had a clear view. The man crawled between Karin's legs, pushing her knees wide apart, and nudged her pussy with his cockhead. "Put it in, bitch," he ordered, grabbing one of Karin's arms by the wrist and pushing it down toward her middle. "No, please," she pleaded. "It's too big! It'll split me apart." "Don't give me any crap," the man snarled. "I'm going to fuck you whether you like it or not. Now do as I say. PUT IT IN!" He slapped her shoulder for emphasis. Reluctantly, Karin reached down between them and grasped his pussy-sticker. She guided it to her notch, rubbing the purple head between the lips of her pussy to lubricate it before pushing it downward to the entrance of her cocksheath. With a grunt, her attacked shoved his hips forward and drove his tool into her opening, lodging the massive head in her funnel. Karin shrieked and tried to pull away, but the man grabbed her hips and held her in place. He hunched his hips downward again and forced another inch into channel. "Hold still, you cunt," he growled. "You can take it. Don't make me hurt you any more than necessary." He pulled back slightly and then slammed forward again, then again and again. Each shove of the rampant cuntsticker brought another cry from Karin, her head whipping back and forth. Now well lodged in her pussy, the man let go of Karin's hips and grabbed her wrists, pinning her to the bed. His huge pole was now about half way into her, but a considerable length remained visible between their bodies. Leaning forward and getting his weight on it, Karin's assailant drove his cock downward and into her body. She struggled against the intrusion, kicking her legs and trying futilely to pull her wrists free from the man's grasp, but to no avail. Slowly, steadily, the swollen shaft sank into her pussy. He couldn't get it all into her. When he hit bottom, causing Karin to cry out in sharp pain, there was perhaps two inches still outside. After hammering at her several times in an effort to push the remainder into her, the man gave up, pulled back and still back until only the head was in Karin's battered channel, then roughly shoved it all the way back into her until it struck bottom again. Eyes closed, a look of exquisite pleasure on his face, her assailant began to stroke in and out of her tightly stretched fuckhole. Tiring of this after a minute, the man pulled back and slid his tool out of Karin's pussy. Resting on his knees, he grabbed one of her arms and dragged it across her body, turning her onto a shoulder. "Get on your knees, bitch," he ordered roughly. "I want to fuck you from behind." He continued to push and pull at Karin while she slowly complied. When she was on her hands and knees, he moved up behind her and, putting a hand on her neck, pushed her head down toward the bed. When her ass was elevated to his satisfaction, he grabbed his tool in one hand and guided it back to Karin's gaping snatch, keeping the other hand on her back to hold her in position. When the head of his cock was lodged into the entrance, the man moved both hands to Karin's hips and, tugging backward on them while hunching forward with his hips, drove his tool into her pussy again. Karin, her face turned toward the audience, winced and whimpered as the fat mantool was driven into her body. "Ahhhh," the man sighed, "that's better. Now, get ready for the ride of your life. And don't just lie there, you bitch. Fuck me back!" He began to sling his cock in and out of her, then, setting a rapid pace as he plowed her furrow. After he slapped Karin's ass loudly, she began to move with him, rolling her hips languorously around and around the pole that was sliding in and out of her pussy. "Oh, yeah, babe, that's a lot better," the man said through gritted teeth. "Yeah, just like that. Fuck it! Give me that pussy! Come on, bitch. Work at it!" It was clear from his moans and from the increasingly rapid thrusts that the man was going to cum soon. His ass was flying back and forth as he whipped his massive tool into Karin's pussy. His head was thrown back and his mouth was open in a silent cry of pleasure. "Ahhh, fuck it. Fuck it. That's it. Come on, give it to me. Give me that tight pussy. Oh, shit. I'm gonna cum. I'm gonna shoot it. Keep on. Don't stop. Fuck me! Yes! Yes! That's it. I... yes... I'm... I'm CUMMMMMING!" With a shout, the man jerked his cock out, grabbed it in one hand and began jacking it off. Cum shot out of the tip, arching up in spurts over Karin's ass and spattering onto her back. Guiding the head back to her pussy, he shoved his tool up her, once again burying it as deeply as possible into her. Karin's legs slowly collapsed, her knees sliding backward as she gradually spread out on the bed. The man followed her down, keeping his cock deep in her channel. He arched his back, holding his upper body away from her, supporting himself on stiffened arms. Suddenly, the stage lights went out, and the spotlight picked up the floor manager at his station. Applause began slowly but then mounted quickly to thunder through the room. The floor manager shouted "Ladies and gentlemen... Miss Karin and Studley Dan!" and the stage lights came back up to reveal the two standing side by side, holding hands. Dan had pulled his pants back up and Karin was wrapped in a green tunic that belted at her waist and ended at mid-thigh. They both bowed to the applauding room and the stage lights went out again. "Thank you, ladies and gentlemen," the floor manager said as the applause died out. "We'll have another show at midnight. Please enjoy yourselves until then." The house lights came back up, and the porno flick resumed where it had left off.