By the time I reached the bedroom, the gloom had lifted. I had no more illusions about trying to be in control tonight, so I decided to dive headfirst into whatever we were doing. Katie's pussy was on the way, and I was fully on board with whatever she had planned.

It had been a rough night, so I went to the bathroom and cleaned myself up. The guy looking back at me from the mirror was unrecognizable. I was a mess. I found some soap and washed the remnants of our earlier lessons off my face. I brushed my teeth and used some mouthwash. Finally, I brushed my hair. Katie said she wanted to fuck me, so I wanted to look my best for her. Then I gathered my strength, went back to bed, and climbed in. When the Goddess arrived, I had 3 of the restraints attached. She helped me with the fourth, and then gave me a kiss that nearly stopped my heart. She looked at me for a moment and told me I looked handsome. She thanked me for taking the time to prepare myself for her. I felt myself glowing with pride, and I basked in her appreciation.

"Will you please start Level 3, Miss?"

"I certainly will, but first, let me tell you what Level 3 is. With Level 1, you learned some very basic stuff. With Level 2, you learned the rules I expect you to follow, and you learned how much pain I can give you if I choose to. You already loved me, but you learned to fear me, as well. Now, you understand that I'm not the kind of bitch you want to cross. You know I'll do whatever I have to do to keep you in line.

"A lot of mistresses get their pets to Level 2, and stop. The pets know the rules, but they constantly talk back or move slowly. They do that because they actually seek punishment. They enjoy the attention their mistress gives them. The mistress spanks them, or scolds them, and they love it. It's called 'bratting,' and I find that behavior reprehensible. It causes constant tension and friction in the relationship, and I won't allow it.

"A Level 3 sub would never consider doing that. He will obey without question, every time. That's what I need from you. To get you to that level, I'm going to have to do some unpleasant things. It's just like boot camp in the armed forces. I need to break your will. I need to shatter you, darling, and rebuild you. And I'm going to use your cock to do it. I'm sorry I have to do this to you, but I have no choice - it needs to be done."

I felt panic creeping back in. This definitely wasn't what I'd bargained for when I came back to bed. I suddenly felt like I'd been played - again. I actually felt myself getting angry with her.

"Miss, I thought you said you were going to fuck me. Why did you lie to me?"

She giggled a bit. "I didn't lie, Puppy. I'm definitely going to do that, and so much more. In fact, I think you'll be pretty tired of seeing me and my little cootchie by the end of the night."

She reached over and 'booped' me on the nose. It made me smile, but I didn't feel a lot better.

"Earlier, I told you I'd explain rule 5 to you. I'm going to use that rule to help you achieve level 3. The best way will be with a little demonstration. Are you paying close attention?”

“Yes, Miss.”

She reached over and grabbed my cock. She didn't stroke it; she just held on tightly. With all the attention she’d given it tonight, it was soon rigid. I felt like she could have made me cum just by blowing on me.

"Would you like me to fuck you now, Puppy? When you came to my rescue that night, I told you I wanted our first time to be special – that I wanted to give you 100% of myself. Would you like that now? Would you like to finally feel my slick, soft pussy slide down your aching cock, engulf you, and squeeze you until you shoot your wad? I bet you would. I bet you'd like 100% of the pleasure I've been keeping from you. Shall I give myself to you?"

Her words flushed the fear out of my system. All that was left was lust.

"Please, Miss! I’ll do anything you say."

She gave a little laugh. “Oh, I know you will, Puppy. I’m glad you do, too.”

She straddled me and smiled. "Here it comes, baby. You finally get your wish. Don't you dare cum yet."

She slid so slowly down my shaft. The feeling was indescribable. It was all I’d dreamed about for weeks, and now the moment was finally here. It was heavenly.

“You’ve been wanting to feel that for so long, haven’t you, Puppy?”

“Oh, God! Yes, Miss. Thank you, Miss.”

"Well, I've wanted it too, Puppy. You don't know how many nights I've lain in this bed, touching my pussy and my sweet, sensitive nipples, thinking about your big, hard cock. I thought about how I'd made you look at my pictures and stroke yourself. I knew how hot and horny you were, and I relished your torment, and the power I had over you. It drove me wild. Unlike you, I was allowed to make myself cum, over and over. I just about wore my poor little clit out doing that. Poor puppy. I bet it's been pretty rough on you, going to sleep so many nights without release. Poor, poor baby."

If she was trying to drive me insane, she was off to a great start.

“Well, lucky boy, I’m going to milk you with my pussy now. You remember I told you I was going to drain you completely? That starts right now, and I will keep going as long as you can hold out. Oh! I do want you to remember the rules for orgasms, and I expect you to follow them. Don’t forget, or...you know.”

She made a clenching gesture with her hand and laughed at my reaction.

With that, she began grinding her pussy up and down my cock. It was incredible. I'd had my fair share of sexual encounters, but she was on another level entirely. Her body was athletic, and she had such amazing control. Sometimes she’d move so slowly I thought I’d go insane, then she’d give a quick burst of activity that was almost too much to endure. Then she’d stop completely and sit there, squeezing me with her pelvic muscles. She also had a little trick where she’d lift herself until her sweet pink lips were just touching the head of my cock. She'd use her hand to move the head up and down her lips. She’d stay there, moving a bit and teasing the sensitive nerves. Then she’d plunge down again. It was so intense!

I was trying to control myself, but it was a losing battle. “I’m so close, Miss. May I please cum?”

And then she deserted me. She left my cock naked and exposed. I was so alone. It was terrible.

She laughed and said, “Not yet, Puppy. We’re just getting started.

“You know, Puppy, this is where all that practice edging yourself is going to come in handy. We’re going to have so much fun tonight! I want those sweet balls of yours to make the biggest load you've ever had. That's one of the reasons I've been teasing you so much tonight. I want you to spew cum out like a geyser when I finally allow your release. I want it to be thick, and creamy, and delicious. I want it to be like whipped cream.”

I was already on the edge! I felt like screaming. She looked over at my poor cock for a moment. It was still erect, jumping and twitching. She’d timed her exit perfectly.

“Wow – you were awfully close to cumming, weren’t you? But you haven’t earned that yet. You need to suffer for me first, Puppy.” She laughed and gave my cock a couple of hard slaps. I did scream then, and she reached up somewhere above my head, and came back with those filthy panties. She jammed those in my mouth. I could taste her cum, but there was something else present. I knew what it was, but pretended not to. Then she stroked my face and made cooing sounds like a mother soothing a crying baby.

When my cock had finally gone limp, she removed the panties. She told me not to scream, or I'd get to taste them again. Then she did something that surprised me. She bent down between my legs and started kissing my balls. She said, "C'mon, little guys. Make a nice big batch for Momma." Then she sucked them both into her mouth. She reached up and started stroking me with one finger. I felt like my whole body was on fire. She was soon back in the saddle, riding me like a pony.

This entire sequence repeated two more times. She’d get me right to the top, and then hop off and give me a good slap or two to break me back down, saying humiliating things like “Poor little Puppy wants to cum, but that’s not allowed. So sad!” The whole thing was one long, exquisite torture.

On the fourth time, I was at my wit’s end. I felt myself getting a little hysterical. The treatment she had given me in the living room, followed by this fresh torment, was just too much. I couldn’t take it any longer. She had said she would break me, and she was living up to that threat. She was fucking with my brain while she fucked my body, and there was nothing I could do to stop her. I was getting very close again. I told her so, and begged her to let me cum. I begged for mercy, and I meant it. Tears filled my eyes again. I was barely hanging on to my sanity. She looked at me, smiled sweetly, and asked, “What is the fifth rule, Puppy?”

I told her that a sub must clean up his own mess. She said, “Good Puppy. Now I’ll show you what that really means.”

Instead of climbing off of me, this time she reached up and grabbed my nipples and started viciously twisting them. She looked me in the eye and said, “You cum for me now, you dirty little slut. Fill my cunt with your seed!” And she certainly got her wish. My cock was a Saturn V rocket, blasting off. I felt like I had a fire hose attached instead of a cock. It was glorious, filling that sweet pussy with my goo. I was certain I had never cum that hard before. It was incredible.

Then she smiled and said, “Good Boy! You made so much hot, gooey cum for your mistress! Now, it’s time for your demonstration, Puppy. You just made a terrible mess in my pussy. I can feel your nasty goop all over my insides. It’s time for you to clean it up.”

She hopped off of my shriveling cock, and quickly worked her way up my body. Before I knew it, her gooey, dripping pussy was positioned directly over my face.

“Open wide, or your balls are going to get hurt.”

I couldn’t take that again, so I did as she told me. I soon felt her hot pussy make contact with my face.

“Good boy. Now clean me, Puppy. I made you create a huge batch of cum, and I made you shoot it into my pussy. Now I'm going to feed it to you, and you're going to swallow every last nasty goddamned drop. Use your tongue to scoop it all out, while it's still nice and warm. Get it done!”

I tried to resist, but soon felt her riding crop tapping my balls. It was a warning of pain to come if I didn't obey. I had no choice. I began licking her – just a little. I could taste her delicious, musky juices, but there was another taste along with it. There was no disguising it – I knew exactly what it was. I tried my best to focus on the idea of eating her sweet pussy again, but now and then, lumps of my own cum would drip into my mouth. It was slimy and disgusting, but I had no way to escape. She was using gravity to make it happen, and her thighs to keep my mouth just where she wanted it. I just had to endure the humiliation and foulness. Eventually the cum stopped dripping. I overcame my revulsion and started licking her in earnest. She began moaning and rocking back and forth, and she added another load of her own nectar into the mix.

At long last, she was satisfied, and climbed down from my wet, sticky face. "You did pretty well, Puppy. Are you sure you haven’t eaten a man’s cum before? You’re a natural.”

I felt totally humiliated.

“Now, I think you’re getting the picture, Baby. If you want to cum, you’re going to clean it up. Whatever comes out of your cock is going to go right back into your sweet little mouth, unless I choose otherwise. That's rule 5, and you're going to obey it every day, for the rest of your life.”

“Please, Miss, don’t make me do that. It’s disgusting!”

She quickly grabbed my balls and squeezed them a bit. Her voice was ice-cold. “Are you talking back to me, Puppy? Do you need another reminder of what I can do?”

“No, Miss. I’m sorry! Please don’t do that!”

She showed some mercy and let go of my balls.

"Of course, I guess we could just slap a chastity cage on you so that you couldn't cum, ever again, but I guarantee you wouldn't like that. Neither would I. I plan on fucking you on a daily basis. So you just follow the rules, Puppy. Be my good little cum-muncher for me."

I just moaned. How had this happened to me?

I hoped that would be an end to things for the evening, but she was soon back to rubbing my balls gently, and then my cock. Totally against my will, my body started responding to her.

This time, she focused on the head of my cock. She used her index finger, just touching it, circling around the sensitive nerves there. Occasionally, she'd let her finger wander down the shaft, and back up - just the gentlest touches. She soon had me in a frenzied state. I ached for her to grab the shaft, but she wouldn't.

"Would you like me to make you cum again, sweetie? You know I'll feed it to you, don't you?"

I didn't know what to do. I wanted to beg for an orgasm, but the price I'd pay for it was disgusting. My brain froze, and I let out an enormous grunt. She giggled and kept after me.

Before I knew it, she had plunged her mouth down on my cock, and began giving me an incredible blow job. I never knew anything could feel like that. A couple of girls had gone down on me in the past, but I realized now that they had been rank amateurs. The other girls had been tentative and cautious. It felt like Katie was trying to suck the soul right out of my body. Within a very short time, I was shooting my load into her beautiful mouth. Rule 4 had kicked in, and I had asked for permission, but she didn't answer. She didn't need to.

I deluded myself while it was happening – thinking she might swallow it, but I knew better. Soon, she came up to look me in the eyes as if giving me an unspoken command. She raised one eyebrow. I didn’t react, so she reached over and pinched my nose closed and squeezed my balls again, so I would have to open my mouth. As soon as I did, she kissed me and began dumping my own cum, and her spit, into my mouth. I could feel her tongue, pushing it in. This was worse than the previous time, because I couldn’t deny what was happening. I knew exactly what I was tasting.

Katie finally broke away. She took her index finger and ran it around her lips, gathering any stray drops. She reached over and stuck it in my mouth.

“I don’t see why you are fighting against me. You can’t win this. You’re already defeated. You're just too stubborn to realize it. You will break, Puppy. Just give in.” She gave me a very serious look. Her face was just inches away, and she stared into my eyes, daring me to blink. Her voice turned low and menacing. She spoke slowly.

“Remember, Puppy, I told you I was going to break you. This is Level 3. You’re not getting out of my web until you give in.

“You may as well submit to this, because we’re not going to stop until you do. If I have to leave you tied to this bed, and milk you all night and all day tomorrow, and the day after that, you will learn to comply. I have a little jug you can piss in, and I’ll give you protein bars and water, but you’re going to stay right here until you give in and obey. Flawlessly and completely. I'm going to give you such exquisite pleasure. You've already seen some of what I can do. I'll tease you until you ache to cum, and I'll make you eat it every time. Your brain will quickly learn to associate the two things. Soon, you'll know that if you want pleasure, you'll need to pay for it. You're going to learn to eat your own cum, every day. By the time I'm done, you'll crave it. You'll beg me for it. You're so weak. I'm really going to enjoy breaking you.

“Oh, Puppy, I don’t know why you’re resisting me. You should thank all the gods in the universe for a chance to serve me, and you know it. You’re not worthy of what I offer. Comply. Bend the knee. Bow to your mistress, and you will know the pleasure and joy that comes with total submission. Just do this one little thing, and your suffering will end.”

I didn’t answer her. I felt my body shiver from the stress of the situation. She noticed and began petting me soothingly and lovingly. Her voice became totally different. She was sweet and kind, and so affectionate. She whispered, “Just submit to me, honey, and this can all be over. I’ll make you so happy. I promise. Be a Good Boy for me. Be a Good Boy for your Katie.”

For a moment, some part of me believed that my Katie had come to save me. A bright ray of hope shone in the gloom. But then I remembered she was actually my tormentor. Something inside me started to fracture. I could feel myself crumbling into small pieces. I felt confused and genuinely frightened. I didn't know what to do. Tears welled up in my eyes. I was in hell.

She knew I'd had enough for the moment, so she changed again. Her voice became chipper and matter-of-fact.

"You know, I bet my makeup's a mess. Let me fix it up. I do like to look pretty for you!" She left and got a bag from her vanity. She came back and was soon looking in a little mirror, adding and adjusting. It was soothing to me somehow, watching her being so overtly feminine. It made her seem less dangerous. She brushed her long auburn hair, and I wanted to feel it cascading over me. Then she reached into her bag and pulled out a lipstick. She asked me if I liked the color. I just nodded. She took a long time applying it. She seemed to be putting on a little show for me, and I watched her intently. Katie was so fucking sexy - I couldn't take my eyes off her. I would have given anything to kiss those sweet red lips. That's all I really wanted right now. When she was finally satisfied with what she saw, she puckered her lips and blew me a little kiss. I felt my breath catch. She giggled, put everything back in her bag, and set it on the nightstand.

While she did that, I reflected on the situation. This gloriously beautiful, sexy woman was mine now, or, more precisely, I was hers. I couldn't believe it. Somewhere inside, I realized that I had no way to resist her. She was just too beautiful, too smart, and much too strong. I had no way to fight her influence. I couldn't even understand why I wanted to. What she was demanding of me wasn't the worst thing in the world. I was happy to drink her cum, and I had hoped she'd swallowed mine earlier. Maybe I should submit and get it over with. All I wanted was to be back in her arms, and I didn't really care what I had to do to get there.

That led me to realize that eating my cum wasn't the real problem. The real problem was that she was stripping me of who I'd always believed myself to be. She was breaking my spirit, and I couldn't accept that. I needed to be strong. I needed to keep my identity and my ego. I couldn’t let her do this to me. I had to resist it – to prove I wasn't the weak, submissive creature she told me I was. I had to fight or die on this hill – otherwise I was lost. But somewhere inside, some part of me knew I was already lost. I was lost the first time I'd gazed into those eyes.

After a little time, she was at it again. I think she might actually have been a witch, because she was making me do things I’d never thought possible. She soon had my cock as hard as a rock again.

“Hmmm, how can I deliver your load to you this time? I wonder?” Eventually, she came up with a plan. She went over and got a piece of very soft yarn or string. I couldn't tell exactly what it was. She wrapped the middle of it tightly around my cock and my balls. I couldn't see it, but I could feel that she'd done something to separate my balls from each other. She spent a lot of time on that. When she had it just so, she tucked the ends under my upper thighs and tied it around my legs. My cock was now bound tightly, erect, and held in place. She bent down and gave my cock a little kiss, and said, “I’ll see you later, Sweetie.”

She left the room and was gone for quite a while. I think she was letting me soak in this odd sensation of helplessness. It was a very strange feeling. It didn't hurt, but I could feel everything throbbing. After a while, I actually started enjoying this odd state. Katie wasn't even in the room, but she was still dominating me. That idea was very arousing, and of course, the more aroused I became, the more I could feel what she'd done. It was a vicious circle.

When Katie finally came back, she was carrying two large wine glasses. One was full of white wine, and the other was empty.

She took a sip and offered me some, too. I don’t tend to drink wine very often, but I have to admit I enjoyed it. She supported my head, and I drank as much as she'd give me. Being tormented was thirsty work, and the wine was cool and delicious.

I remembered my manners. "Thank you, Miss."

"You're very welcome, Puppy. I hope you enjoyed your little break. I wanted to give your balls some time to make more delicious cum for you. I don't want you to run out, baby. Yummy, yummy!"

I didn't mean to, but I moaned. I couldn't seem to stop myself.

She smiled sweetly and set the wine down. Then she untied my cock. I could feel everything down there throbbing as the blood flowed back into place. That was its own special sort of hell. Her smile suddenly turned evil as she grabbed some lube. She started pumping my cock again, and again I started responding to her efforts. I honestly didn’t want to cum at all. I was trying to resist what she was doing to me, and my balls and cock were starting to get sore. Even the area around my prostate was aching. I begged her to let me rest, but she laughed and kept at me anyway. My cock was soon betraying me, and I knew I couldn’t stop what was happening. I remembered the rules, and dreaded the ever-present specter of punishment. I begged for her permission to cum.

“Please, Miss, may I cum?”

She placed the empty glass around the head of my cock, and said, “Can you cum? Oh, it’s inevitable, Puppy. I know you don’t want to cum, because you know I’m going to make you eat it, but you have no choice now. Please understand that I’m not doing this to make you feel good. I don’t care whether it feels good, or whether you enjoy it. I’m milking you specifically so I can feed it to you. You’re no better than a big, stupid cow to me right now. C'mon, give me your milk, Bessie! Mooo!”

Another piece of humiliation to add to my list. I couldn't do anything to stop her. I shot whatever I had left into the glass. She looked at it disapprovingly. There wasn’t much there. Then she began squeezing my cock, starting at the base and working her way up toward the head. Very slowly. Trying to get every last drop out of me and into the glass. Finally, she poured a little of the remaining wine into it and swirled it around.

She looked at me with a smug expression and said, “You know what you have to do. There’s no use fighting me. You can’t possibly win.” She grabbed my balls again just for emphasis.

I had no choice. I raised my head and opened my mouth, and she poured the foul stuff in. “Swallow it. Now!”

When that was complete, she made me lick the glass. Then she checked my mouth to make sure.

At last she said, “Now, do you understand rule five?”

I nodded. “Yes, Miss.”  I just wanted her to leave me alone. I was so tired.

“I told you I was going to milk you until you couldn’t take any more. Do you have anything left in those balls for me?”

“No, please, Miss. I can’t take it. I’m begging you. Please let me rest.”

“Well, since you asked so nicely, I guess we can stop. You deserve a little reward now.”

I breathed a sigh of relief. She smiled and kissed me. Just lightly. Her lips barely brushed against mine. I could taste her lipstick, and feel it lingering on my lips. Then she sat there for a while, licking her lips and letting me see her pretty little pink tongue, a contrast to the vivid red. She played with my nipples so gently. It was incredible. I soon felt myself swell a bit, and I knew she noticed. She didn’t miss anything.

After a while, she stopped and said, “There's something else I should teach you. It might help you understand your situation a little better.”

She reached down and grabbed my cock again. “Who does this belong to?”

“That's mine, Miss. That's not up for debate.”

She laughed derisively. “You're so wrong, Puppy. It’s mine now. All mine. It’s been mine for weeks. When you agreed to stop jerking off, you gave control to me. You gave your cock to me. I've just been letting you use it since then.”

“And how about these?” She grabbed my balls, gently.

I didn’t care anymore. I just needed her to leave me alone. “Are they yours?”

“Exactly! And how about all that cum you’ve been forced to eat tonight? Whose cum was that?”

“Ummm, yours?”

“Very good. You’re a quick learner. I’ve claimed you. I own all those parts. I also own your mouth, your nipples, your asshole, and your orgasms. I control all of them, and I will do with them whatever I choose, whenever I choose.

“Now, knowing all of that, you should be able to understand something. What you were eating tonight was not your cum. It was mine. And since I also own your mouth, you were eating my cum, with my mouth. So, you have nothing to complain about. Why fight it? You’re not even part of it, are you?”

“I guess not, Miss.”

“See, Puppy, these things are simple when you learn how to look at them the right way. Now, let’s see how we’re doing down here.”

Again, she started playing with my cock, and again the damned thing started responding. She laughed and said, "You know I'm going to get you again, Puppy. Very, very soon. There's no escape. You're going to have another nice salty little snack."

I just sighed. "Can you please let me rest a little while, Miss? I'm so damned tired. Please?"

"Oh, I suppose we could take a few minutes."

She looked at me for a while, considering something. I had no idea what.

"You know, Puppy, you are always telling me how beautiful you think I am, and I love that. It makes me feel appreciated. It just struck me that I don't tell you the same thing, but I should. I feel bad about that. I think you're very handsome. Your face is just about perfect. Some guys have big jaws or big foreheads. They look like cavemen. You don't. Your face is graceful and symmetrical – almost feminine in some ways. You have such pretty eyes, and your eyelashes are so long and dark. Your nose is just the right size. And most of all, you have such pretty, full lips. I love it when you kiss me." She leaned forward and gave me another light, delicate kiss. I wanted so much more.

"I left a little lipstick on you there earlier, and I have to confess, I think it looks very pretty on you. Let's get you some of your own, and you can wear it around the house. It will feel so nice when we kiss."

For some reason, my breath caught when she said that.

She smiled and said, "Got ya! It's just like I thought."

"What are you talking about, Katie?"

“I knew you had a lipstick fetish. It’s been obvious from the first night we met.”

“I don't understand. What are you saying?"

“It's simple, Puppy. You love lipstick. It excites you! You know, it didn’t take an expert to read your body language at the party. You were staring at my lips the whole time I spoke. I know you tried not to, but your eyes just kept returning to my luscious, shiny red lips. You couldn’t help it.

“I’ll tell you a secret now, since I already have you right where I want you. I asked you to get me that drink so I'd have an opportunity to put more lip gloss on in front of you. Do you remember that? I made a real production of it. I took it nice and slow.”

I remembered. I'd jerked off thinking about it. And I'd dreamed about it that night.

She laughed again and said, “I thought you were going to start drooling. And I used the stickiest stuff I had, so that it would cling to your lips when I kissed you later. That was one of the first moves I made in my campaign to seduce you. The truth is, you were totally outplayed, right from the start. You poor, helpless thing. You never stood a chance.

“So I thought tonight I’d do a little testing on you. You remember when I gave you that nice blow job earlier tonight? I made another big show of fixing my makeup afterward, and I could see the absolute hunger in your eyes. You wanted it so badly.

“But the question was whether you just like seeing me wear it, or was there something deeper there? I just barely mentioned putting lipstick on you a minute ago, and I saw your reaction. It was involuntary, but it was so strong. You wanted it.”

“No, that’s not what I want at all. You’re wrong, Katie.” Why wouldn't she leave me alone? Why did she want just to keep torturing me? I was exhausted. I couldn't take any more of this constant humiliation and torment.

She laughed, “Well, I’m going to give you what you want, whether you have the guts to acknowledge it or not. You’ve passed your training exam tonight, so we’re going to have a little ceremony to celebrate. I've milked you like a cow, and I’m going to brand you like a cow. You are my property now. I own you, and I’m going to mark you as such.”

With that, she retrieved her bag from the nightstand.

She finished getting my cock nice and hard, and then slid her beautiful pussy down my shaft. She rode me so sweetly for a few minutes, until I was really getting into it. The she stopped, and began squeezing my cock with her pussy.

“First, we’re going to put some lip liner on you. Hold still, or you know what will happen, don’t you?”

“Please don't do this, Miss. Please!”

"Hush now, puppy. I don't want to hurt you any more tonight."

She took a few minutes, grabbed my jaw, and moved my head around while she carefully applied this stuff. Then she surprised me by using it to draw circles around my nipples.

When she was done, she started playing with my nipples and started fucking me again. Here's a reward for you, Good Boy. Such a Good Boy. Good Puppy." The physical stimulation coupled with those magic words was amazing.

"I'm giving you a little more training now, Puppy. I'm teaching you to like this."

"Please, Miss. Please don't do that!"

"Shhh. Don't fight it, honey. You want it, and I'm going to make sure you enjoy it."

Then she moved on to the lipstick. “This is really expensive, Puppy, and it's my favorite color. When we have time, I'll take you shopping and find something just right for you, but this will do for now. It goes on soft and thick, and it has a really nice smell."

She showed me the deep red color, and my body trembled. Then she made me smell it.

She started riding me again and waited until I was really desperate and begging to cum. Then she stopped.

"You need to ask me for it, Puppy."

"Please, Miss! Please fuck me! Please let me cum!"

"No, Puppy! Not that. Ask for the lipstick. Ask me to let you feel it. When you do that, I might let you cum."

"Please don't make me do that!"

She just laughed and squeezed my cock with her muscles. I couldn't take any more. I needed to get this over with.

"Please, Miss. Please put your lipstick on me. Please."

She laughed and said, "That's more like it, Puppy. Good Boy!"

She slowly put it on me. It took forever. “Nice and thick, baby, so you can really feel it. Good Boy. Good Puppy.” She kept squeezing me with her muscles the whole time. I could feel my body shaking.

She didn't play with my nipples this time. Instead, she put lipstick on them, rubbing them gently until I thought I'd lose my mind. It was exquisite.

"I'm training you so that you crave this. I'll get you back in my web from time to time, and give you pleasure every time I put this on you. Next time, I'll do it when you have a full load, so you'll be much more pliable. Your poor brain will associate the two things, and eventually you'll start begging me to brand you. You won't be able to resist."

"No, please! Don't do that to me. Please!"

"Are you arguing with me, Puppy? Be very careful and think before you answer."

"No, Miss. Thank you, Miss."

"Good Boy!"

Then she pulled something else out of her bag.

“This is new. It’s really great. It's a sealer and gloss all in one. Once this dries, your lips should be nice and pretty for the rest of the night, and maybe tomorrow. It’s almost impossible to get off unless you know the secret, and Puppy, I’ll never tell. It will just have to wear off.”

With that, she started applying it to my lips. I was breathing heavily and shaking. I couldn’t begin to understand what was happening to my body. She then put it on my nipples as well. All the while, she was telling me what a Good Boy I was.

She waited a bit for it to dry, all the while squeezing my cock and giving me very small strokes.

At some point, she decided I'd had enough, and she started pumping me again.

"I'm going to make you cum now, Puppy. There's no need to ask for it. You couldn't stop me if you tried."

When I was getting close to the edge, she took her fingers and started rubbing my nipples again. Even though my balls were aching, she still brought me to an orgasm. I felt like my body didn't even belong to me anymore. It didn't feel so much like an orgasm – more like some huge spasm.

When that strange pleasure had passed, she said, “There. Aren’t you pretty? My little milk cow has been branded.”

She waited for me to recover for a moment and said, "Well, Puppy, you managed to mess my pussy up again. I know you said your balls were empty, but I can feel it oozing around in there. What do you think you should do?"

I was so exhausted, but I heard my own voice say, "I need to clean you, Miss. May I please clean you?"

"Of course. Before you do, I want to take a minute to remind you of everything that's happened to you today. You started as just an ordinary man, with a kinky girlfriend. That was about 6 hours ago. Since then, I've made you wear a pink dog collar, dirty panties, and lipstick. I made you jerk off in my panties, and wear your cum while you drove over here. I've tied you to a chair. I made you put yourself in bondage. I've made you eat your own cum, so many times. I've made you crawl around the house like a bug, and agree to obey me. And now, you've just requested my permission to suck your cum out of me. Do you understand how powerless you are? I can do anything I want to you, and you can't stand up to me. Never try."

"Yes, Miss."

"You used to be an ordinary man. Now you're a Level 3 Sub. You're my toy, and you always will be. You're just a pussy-whipped little cumslut now. "

The fatigue was killing me. I just nodded.

"Tell me what you are, Puppy."

"I'm your pussy-whipped little cumslut, Miss." A few hours ago, I would have laughed about that idea. Now I knew it was true. And I didn't care.

"Don't forget it, baby." She reached over and unhooked my arms, and then my legs. She lay back on some pillows and just looked at me.

I crawled to her, and immediately started licking and sucking. I tried to get every single drop of my cum out of her first, and then started really working on her. The process of breaking me had brought her to an incredible state of arousal, and I was able to give her a huge orgasm very quickly. The sound of her pleasure made me feel warm and happy. No matter what she'd done to me, I loved her, and loved pleasing her.

When she was done, she told me to come up and be with her. She covered me with a warm blanket, held me in her arms, and made me feel like the luckiest man in the world.

"Good job, Puppy. You've reached level 3 now. Of course, we may have to give you a little refresher course now and then to remind you. We'll have to see how well you do in practice."

I smiled and nodded. I finally looked at that beautiful face and said, “Please, Mistress, my balls hurt so bad. I can’t take any more. I’m so tired. You win. I submit.  I'll obey you. Can we please stop? Please?”

She had that triumphant smile again. “Well, I guess so. Too bad, when I was having so much fun. And you were looking so pretty."

She paused for a moment and hugged me. "Before we stop, I'd like to hear it again."

"What, Miss?"

"Tell me what you are, Puppy."

It took me a moment to understand. I was so tired, and my brain was absolutely fried, but eventually I knew, and found it didn't even matter to me. My pride had packed its bags and left town for good.

"I'm your pussy-whipped little cumslut, Miss."

She smiled and kissed me.

"Good boy! You remember that, and things will be fine. I think it's time for us to turn in now, Puppy. We'll have a busy day tomorrow, and I plan to teach you even more. But it won't be like tonight. It should be a lot of fun for you. I had to be rough on you for your training, but I won't be like that anymore, unless you deserve it. I believe you understand your place now, don't you?"

I just nodded. I was so exhausted, and so content that I fell asleep in seconds. And I dreamed of my Goddess.

~~~

I woke with a start. It took me a moment to get my bearings. The room was completely dark, and I could tell it was very late.  Katie was in bed with me, and I could feel her sucking my cock slowly and lovingly. It was incredible.

“Katie, honey! What's going on? What are you doing?”

I heard a 'pop' as she disengaged. She giggled about the noise she'd made. “Well, honey, there I was, sleeping peacefully, but some little puppy came scratching at my back door. It was cold out, so I decided to take pity on him and bring him in where it's nice and wet and toasty warm. Now hush and lie back, dear, and let me work.”

I was still pretty sore, but I didn't care. She soon had me ready and aching for more. Before I knew it, she had mounted me again. Her wonderful pussy had engulfed me. I felt thoroughly owned and desired. She wrapped her legs around me, and we rolled over onto our sides. She began kissing me so deeply and passionately that I felt like I was melting. Then she broke away for a moment. I kissed her cheek and was surprised by the taste of tears.

"Are you crying, Katie?"

"Yes, baby, but it's okay. I'm just really happy right now."

"I don't understand, honey. Why are you crying?"

"I was just lying there earlier, thinking about the past. It struck me how goddamned lonely I've been my whole life. I didn't think I'd ever find this kind of happiness."

"I've spent so much time and effort hiding myself from everyone, and creating a persona that people can accept - but right now, I'm just Katie - the real one. The one nobody ever sees. I'm a woman who loves you more than she can say, and wants to give you everything she has."

"I love you too, Katie. I have from the moment I met you. You don't have to hide anything from me. I don’t want you to hide."

"Jim, can you do something for me?"

"Anything, honey. What is it?"

"Well, I've never allowed men to get on top of me. You know how I am - I always have to be in charge. But tonight, I feel like I want that. I don't understand it, but I want you to be in charge. And I want you to use my body. I know I just taught you a bunch of rules, but I want you to forget them for a little while. Don't worry about asking for permission, or edging yourself, or pleasing me in any way. Can you do that?"

I didn't answer. I just rolled her over on her back and started working. She held me gently at first, and then more firmly. She wrapped her legs tightly around me, and I found it difficult to move.

"Go slowly, honey. Just be gentle and slow with me, please."

"Of course, darling."

And so that's how it went. Everything was so slow and sweet. We kissed so many times, and so passionately. It was heaven. She said I didn't need to please her, but that wasn't my way. I did everything I could to stimulate her and drive her higher. Eventually I felt her tensing for her orgasm. She didn't do any of her usual tricks. There was no cursing. She didn't call me filthy names. Instead, there was just a deep, prolonged moan, and I felt her body shuddering. When I heard it, I instantly lost control and gave her everything I had.

I started to pull out, but her muscular arms and legs trapped me. She sighed, "Stay here, baby."

And I did. My cock was still inside her, completely spent, and I soon felt her tongue entering my mouth again. We were locked together in the dark. I couldn't believe how tightly she'd wrapped herself around my body. I couldn't move at all, and even breathing took some effort.

A strange memory hit me then. Something I hadn't thought of for years. I was 3 or 4 years old, and my parents took me to a little carnival. Somehow, we'd gotten separated. I didn't even notice at first, but when I did, I did what any child would do. I sobbed and roamed around looking for them. Eventually I felt my father's strong arms pick me up. "Hi, Buddy! It's okay now. I got you."

I had wrapped myself around him then, just like Katie was now. And that memory helped me understand something. Her parents had disregarded her nature. They'd wanted a normal girl, and they refused to see her as she was. She didn't want to disappoint them, so she had to make her own way while pretending to be someone she wasn't. My darling girl had been wandering lost at the carnival for 25 years. No one had even looked for her. I mourned for her loneliness and pain, and the years she'd lost in that terrible place. It seemed that every time I figured out how much I loved her, something new would enter the picture, and I would fall even deeper for her.

I knew now why she needed me. I had already agreed to serve her, but now, I resolved to do more. I would be her shelter and her strength – a stabilizing force for her poor, tormented soul. And if I could, I would find some way to mend the gap between her and her folks. I would help them to see her, and love her the way I did. I'd find some way to heal her pain.

We rolled back onto our sides, and lay like that for a long time.

I told her I needed to clean her. I didn't think it was disgusting or wrong now. It was simply what I needed to do. I wanted it. She didn't let me go, though. She said she just wanted me to stay with her. So I remained, tangled in her arms and legs, and she held me fast. I was trapped in a very different kind of web; one made of flesh, and intimacy, and unlimited love.

The last thing I remember was that velvety voice whispering, “Thank you, baby. Go back to sleep for me now, and dream.”

I just sighed. She was my mistress, and I had to obey.