All characters are owned by Fox. No Infringement is meant. This is a mind
control, revenge, non-consensual story including pantyhose, FF, MF, MMF, etc.

Beverly Hills 90210: Kelly's Fall Part 3 - Donna Loses Her Virginity
by DW Lust

Kelly was smiling as she realized it was ten to seven and Claire was still
here. I can't seduce Donna if Claire is here she thinks to herself. As she
thinks this Claire comes down the stairs dressed to kill and says "See ya
ladies later, me and Steve are going out on the town tonight." 'Shit, sighs
Kelly as she walks to the fridge and grabs a big bottle of wine.

Valerie walks into the house and says "Hi Kelly, you look hot." Kelly is
dressed in a white dress, matching white stockings and white pumps. "Hi
Donna, you are looking good tonight too." Donna is dressed in a black silk
blouse, a tight red mini, dark black nylons and red three inch pumps.

"Thanks Val, we are going to the peach pit tonight," replies Donna.

Val sends a message to Donna that she no longer wants to go to the bar, but
rather stay home and drink. Also, she will do anything that Kelly tells her
to. Val smiles and says "I just came to borrow a dress from Kelly" as she
goes upstairs with Kelly and gets the dress. While upstairs Valerie tells
Kelly to get her drunk and so on. Valerie comes downstairs and says "See ya
later girls and don't you have to much fun."

Donna thinks to herself a while and then says to Kelly "I really do not want
to go out tonight, why don't we stay in and just hang out?" asks Donna as she
slides her feet out of her red pumps.

Kelly looks at Donna's feet and feels a trinkle of wetness drip down her leg.
Kelly slides off her shoes as well and says "Sure Donna, want a glass of

"Sure, " replies Donna as she stretches her long legs on the couch. Kelly
stares at her best friend as she realizes what is really going to happen
tonight. She pours Donna a large drink of white wine and brings it over to

"Here ya go gorgeous," says Kelly a little seductively.

Donna smiles back as takes the drink and brings the glass to her bright red
lips. Kelly excuses herself and goes to the bathroom to give herself a much
needed orgasm. While in the bathroom she rubs her cunt in desperation, but
can not bring herself to an orgasm. 'Shit, I can't orgasm without telling
Donna to do something sexual.' Kelly frustrated, slides her dress back down
and goes back downstairs. To Kelly's surprise Donna was already done her
first glass of wine.

"Another glass Donna?"

"Bring me the bottle Kell," replies Donna. Kelly smiles as she knows Donna
does not need a lot to get drunk and thinks this may be easier than I
thought. Two hours, and two bottles of wine, later Kelly decides that it is
time to make her next move. She has been in great need of an orgasm and knew
the only way to get one was to follow her instructions. Logic, as Kelly
thought, no longer mattered. She was going to rape and fuck her best friend
and that was all there was to it.

"Donna, you are really drunk. Let me help you to bed."

"Thanks Kell, I feel real good. I am so horny, if David was here I just may
let him fuck me," says a intoxicated Donna.

Kelly helps Donna up the stairs and lays Donna down on her bed. Donna begins
to take off her stay up stockings when Kelly says "Don't do that. You look
sexy in them."

Donna stops immediately and pulls her stocking back up. "You think I look

"Oh yeah Donna, you are one hot bitch, any man or woman would want to fuck
you. Let me help you take your blouse off," says Kelly as she slowly
unbuttons Donna's blouse. Kelly swears she hears a moan as her hand gently
brushes Donna's left breast. Kelly slides the blouse off Donna's arms and
reveals a smooth, silk like chest. "Take your bra off Donna."

Donna quickly responds as she unbuttons her bra and drops it to the floor.
Kelly stares at Donna's perfect body, her breasts were not large, but a
perfect size, a handful thought Kelly. "Donna, could you unzip me please?"
asks Kelly.

"Sure thing Kel" slurs Donna as she tries to unzip her friend. After much
struggle she gets the dress to fall down Kelly's thighs to reveal the fact
that Kelly is not wearing either a bra or panties, but only a garter belt
that held up her stockings. "Kelly, you are naked."

Kelly turns around and says "Do you think my breasts are firm?"

Donna looks and says "Kelly, you have beautiful breasts."

Kelly replies "Could you please feel them to make sure."

Donna looks at Kelly unsure, but places both her hands on each of Kelly's
firm breasts. "Yes, they are extremely firm," confirms Donna.

Kelly moans as she feels the passion of having her tits squeezed. "Donna, you
like my breasts don't you? Tell me how much you love my tits."

Donna is confused and aroused as she says "Yes-yes I do love your breasts
Kelly. You have beautiful tits. I wish I had breasts like yours."

"Do you want to suck my tits Donna?" asks Kelly rather innocently.

"No" studders Donna as she moves away from Kelly a bit.

"Come on Donna. I know you want to. Come and suck my nipples right know,"
demands Kelly with a bit of anger in her voice.

Donna tries to find the power to say no, but instead finds herself moving her
lips towards her best friends breasts.

"Suck them Donna," demands Kelly as she moans from the touch of Donna's
tender mouth. Donna continues to take turns sucking on each of Kelly's tits
one by one. Kelly, who still has not orgasmed, says "Donna lay on her back

Donna responds to the demand, still confused. "What are you going to do to
me?" asks a scared, but horny, Donna.

"I am going to suck your breasts, I am going to eat your cunt and I am going
to fuck your beautiful little pussy," replies Kelly.

"No..." cries Donna as she unawaringly squeezes her breasts.

"But first Donna, I need to orgasm so bad I can taste it," says Kelly as she
gets on the bed and begins to straddle Donna's body.

Donna tries to stop Kelly and Kelly says "Stop slut. You are my slave
tonight. You will do anything I tell you to and enjoy it. Now eat my cunt,"
demands Kelly as she places her dripping cunt onto Donna's mouth.

Donna, who is beginning to become an eager slave, slowly places her tongue in
her masters cunt. Kelly moans and begins to ride her slaves face. "Oh yeah
Donna, lick my cunt, suck my juices into your lovely lips, good whore." Donna
picks up the pace to please her mistress. Kelly orgasms a few times before
she slides her body off her slave and says "Now it is your turn."

Donna tries to say no, but instead spreads her stocking clad legs open wide
to give her mistress a beautiful view of her body. "Take your panties off
slave," demands Kelly. Donna over ambitiously follows the command and throws
the panties out of the way. "Nice cunt Donna. Ask me to eat it for you."

"Please eat my vagina Kelly."

"No, no. You can do better then that. Beg me to fuck your pussy with my
mouth. Use words like fuck, suck, pussy, cunt and for now on you are my slave
and I your mistress. Now again."

Donna no longer in control of her emotions begs "OH mistress, please suck my
cunt, lick my pussy with your tongue, let me cum all over your face, eat my
slut hole."

"Good slave" says Kelly as she begins to lick Donna's slit.

Donna moans with pleasure and grabs her mistresses head and shoves it deeper
into her cunt. "Oh yeah, fuck my cunt with your tongue. Ah-ah-ah" screams
Donna as Kelly brings her to a earth shattering orgasm. Kelly gets up and
goes to the bathroom for a minute. She returns wearing a strap on dildo.

"Donna get on the floor. Crawl over hear and kiss my feet."

Donna gets off the bed, gets on the floor and crawls to her mistress. Donna
kisses Kelly's stocking feet, taking one toe in her mouth at a time. Kelly
moans and orgasms standing up. "Good slut. You sure know how to suck a foot.
Now grab the railing there and bend over, I am going to break your cherry."

Donna eagerly bends over, completely willing to lose her virginity, to be
fucked by her best friend, by a plastic cock. Kelly place the head of the
plastic cock at the entrance of Donna's love canal and says "Now beg for me
to take your cherry."

"Oh please Kel....mistress, shove your plastic cock into my cunt, fuck my
hole, pound me hard till my cherry pops," begs Donna as she tries to back up
into the plastic cock.

Kelly slowly slides the cock into Donna as Donna screams with pleasure as her
virgin cunt is deflowered. Kelly begins to pound her hard as Donna orgasms
over and over on the joy toy. "Do you like it slave. Do you like being fucked
by your mistress?"

"Yes," screams Donna "yes, I love being fucked by my mistress, I am your
slave, use me as you please, just don't stop fucking my sloppy cunt, yes,
yes, yes..." Donna orgasms again as Kelly pulls out of Donna's overused cunt
and slips off the toy. Kelly, who was really horny, goes back to the bathroom
grabs a double-dicked toy and goes and lies on the bed."

Donna, come over here, it is time to please your master. Have you ever
thought of being fucked up the ass?"

"No, mistress I have not."

"But tonight you want too, don't you?"

"Yes mistress, I do want to be fucked up the ass. Please fuck me in the ass."

"Not yet you eager little slut, " says Kelly as she bends he beautiful ass up
in the air. "Do I have a nice ass slave?"

"Yes mistress you do. You have a beautiful ass."

"Good. Now I want you to lick my ass, get it all moist so you can fuck me

"Yes master," replies Donna as she licks her lips and quickly follows the
instructions of her mistress. Kelly moans and after only seconds of licking
realizes she needs to be fucked quick and demands "Here take the toy and fuck
both my holes."

"Hmmm" moans Donna as she grabs the toy and in one smooth motion shoves the
double dick deep into Kelly's cunt and ass.

"Oh yeah, Donna, fuck me, fuck me, make your mistress cum," screams Kelly as
she orgasms again and again. After Kelly feels fulfilled, she gets up and
goes back to the bathroom to get yet another toy. When she returns she has a
vibrator in one hand, some vaseline in the other and looks to see Donna on
the bed fingering herself. Kelly sees Donna's great toes and again gets horny
and goes and begins sucking on Donna's toes.

Donna moans and says "yes master, suck my toes, make love to my whole body."

Kelly slowly moves her lips up her slaves legs kissing everywhere tenderly.

Donna looks up and sees Kelly with the vaseline and without a word, turns
around to give Kelly a great view of her ass. Kelly takes a handful of the
lubrication and places it at Donna's virgin butt hole. Donna moans with the
touch of her master and tries to buck her ass into her mistresses finger.
"Please, fuck my ass mistress. I need you to fuck my ass." Kelly grabs the
vibrator and turns it on high and slowly and gently moves it into her slave's
ass. "Oh yeah, mistress, that feels so good, I am coming, mistress you are
making your slave come." Kelly slides a finger into Donna's cunt as she picks
up the pace of the toy in her slaves ass. Donna orgasms again and again as
Valerie walks into the room.

"Hey girls, having fun."

Donna tries to cover herself up, as Kelly remembers what exactly has just
happened. Valerie smiles and says "Kind of fun to be in charge hey Kelly?"

"Yes mistress Valerie."

Valerie smiles and looks at Donna. "You are beautiful Donna. You look so good
in that slutty outfit. Come over here and eat my cunt.."

Donna gets off the bed and walks over to Valerie. Val lifts up her dress and
Donna begins to eat Valerie's cunt. Val smiles and pushes Donna's head deep
into her cunt and says to Kelly "Look what you have done to your best friend,
you have took advantage of her, fucked her cunt, her ass and treated her as
your personal sex toy."

Kelly begins to cry as she watches her friend eat Valerie's pussy. After
Valerie orgasms she tells Donna to go lay on the bed and fuck herself to
sleep with the vibrator. Donna does as she is told as Kelly gets up and
leaves the room.

Valerie smiles, looks in her purse, that includes a just taped videotape, and
leaves. Tomorrow these tapes will make a good viewing for Brandon's birthday


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