A few days before the wedding Portia got together with some of her galpals for a bachelorette party at a posh Hollywood nightspot. At the same club that night was Rachel Bilson from the TV show "The OC." Rachel was a 26 y/o, petite, raven haired, beauty standing only about 5'2" while Portia, from Australia, was 5'8" and in her mid-30's.

Early in the evening Portia started eyeing the young actress like a hungry cougar stalking a doe. Later, Portia sent drinks to Rachel's table with notes telling her how pretty she was. Portia thought she should have one final fling before tying the knot with Ellen and Rachel was the perfect candidate!

At first Rachel seemed uneasy by Portia's attentions but as the night went on and more alcohol was consumed Rachel would smile and wave over to Portia.

As the hours past and the people left Portia and Rachel found themselves sitting alone together.

Rachel confided to Portia that she was upset at the rag magazines for sharing with the world her relationships with young actors that had turned sour.

"Don't worry about that honey. Being in the press, even those rags will keep your name fresh on the minds of producers. You'll always be in demand if your name is fresh on producers minds"

"Why don't you let me check around for you. I am tight with some female producers and they may have something for you.

Rachel smiled and gave Portia and affectionate hug. She was touched this woman who she just met would be so generous.

"It's getting late I better get going" Rachel said getting up from her chair. When she took a few steps she stumbled almost falling down. She had a lot to drink this evening.

"I can't let you drive in your condition. I am kind of lightheaded myself. Look there's a hotel across the street. We both need to get a good night's sleep. You can come back for your car tomorrow" Portia suggested

Rachel felt comfortable with Portia even though she knew she was a lesbian. Although she wasn't falling down drunk she thought it would be okay to accompany the actress

When entering the hotel room Portia immediately kicked off her shoes and blouse. Rachel did the same. Portia took off her skirt and was now in her bra, panties and tan nylons.

Rachel took off her blouse and skirt but left her dark tights on.

Portia moved from the chair and sat next to Rachel. Rachel seemed a little uneasy but did not say anything. Soon, she was stroking Rachel's hair and face and worked her one hand down to her breasts and the other up her leg. At first, Rachel just thought Portia was being affectionate and she responded in kind; they even shared a sensual kiss.

But when Portia reached into her tights, Rachel jerked away. "What are you doing?" she asked in shock.

"Come on it's okay, just relax." Portia reassured her.

"No, No, Portia, I AM flattered, but I'm straight."

"Look Rachel you're an attractive girl. It's all right to experiment a little and who knows, you might like it." Portia purred seductively as she leaned in for a kiss.

"No, I don't want to!" Rachel said, backing away. "Please, call me a cab."

"Look you know who I am, and you definitely sent vibes all night indicating you wanted to be with me," Portia said as she moved closer to Rachel stroking her hair.

"What are you saying? You're crazy! Get offa me," Rachel exclaimed. She pushed Portia's arm away.

"Come on Rachel, being with a woman is better than being with a hairy, beer belly, stinking man. I'll bring you to level’s of arousal and excitement you’ve NEVER imagined.”

"You're kidding right? First of all, the guys *I* go out with are hunks; so get away from me!"

Rachel who didn’t necessarily find Portia Unattractive, was probably more concerned about her career. Although being out of the closet did not necessarily end a career the way it could have years earlier, the news of a lesbian affair could still prevent Rachel from getting the steamy romantic roles she aspired to as a leading lady.

"Portia, I have a boyfriend! You're a beautiful woman - but I’m into men. Besides, you're engaged to Ellen! What the hell would she say - or do - if she found out?"

"Oh, Ellen doesn't mind. In fact, she'd be mad at me for not getting all this on film!"

“Please…stop!” Rachel protested as Portia kept inching closer, grabbing her shoulder and trying to kiss her. "STOP IT!" the young actress screamed, pushing the older woman away. Rachel jumped off the couch but Portia got up and followed her. "If you don't stop you're going to be sorry!" Rachel threatened as she tried to put distance between them. "Where's the phone? I'm going to call a cab!"

After investing several hours and dollars on Rachel and offering to help her with career, Portia felt entitled to a little more than platitudes. She'd been with Ellen for quite a while and this young, hot, girl Rachel was enticing. After she and Ellen married, exotic, fun-filled nights with beautiful young women like Bilson would be a distant memory - except for those sex-filled parties Ellen liked to throw - but Portia already knew that on those occasions Ellen kept her on a short leash...literally!

"Look this’ll be more enjoyable if you have the right attitude," Portia told the younger woman with a leering grin.

"No, I don't want to! I want to leave NOW!” Rachel didn’t want to have to fight her way out of the apartment, but it was becoming clear that Portia wasn’t going to let her walk out the door. As Portia stepped toward her, Rachel shouted, "I'm warning you, stay away from me"

Portia though was hungry for the young woman and she ignored her warning as she continued moving towards her. Rachel pushed Portia away from her then turned her back to the older actress on her way to the door, but Portia grabbed at her shoulders and turned her around. Then Rachel slapped Portia!

WHAP!

"Oh, I like feisty young girls," Portia said with a devilish smile. "You can ask Lucy Liu…or Calista Flockhart!"

Portia reached for Rachel's hair and Rachel reached to grab Portia. The fight was on! The two women wrestled to the carpet and rolled a couple of times, but Portia, being more experienced and heavier, quickly gained control of Rachel who was still a bit unstable from drinking all the cocktails Portia had sent her earlier. Portia got on top of Rachel, pinned her arms down and grapevined her legs.

Rachel grimaced as her legs were forcibly spread wide apart by Portia's stronger legs. Seeing Rachel was frustrated at not being able to escape, DeRossi tried to put her breasts over Rachel's face but she turned her head away, so Portia let go of her arms; grabbed Rachel by the hair and WHAM banged her head hard on the floor a couple of times. Rachel blinked, a bit disoriented, so Portia went back to the breast smother. This time, the younger woman frustrated her by rolling over onto her stomach before Portia could flop her fleshy mounds on the young lady's face.

Still, Portia was able to wrap her legs around Rachel's waist and trapped her in a leg scissors. As Rachel was struggling to get free, Portia again grabbed her hair again and banged her head on carpet, then re-applied pressure to Rachel's waist. Rachel planted her feet flat on the carpet and grunted as she tried to bridge up, but Portia maintained her scissors and after a few seconds, Rachel's bridge collapsed and her ass dropped back on the carpet. Rachel sighed, realizing she was hopelessly trapped.

"Come on sweetie, this doesn't have to be this way…" Portia said offering Rachel a way out. Instead of taking it, Rachel reached up with a hand and slapped Portia again!

SMACK!

Angrily, Portia punched Rachel in the nose, bouncing her head off the carpet. She started to cry. Rachel reached up and touched her nose where Portia had hit her and the blonde took advantage, rolling the smaller brunette onto her back and wrapping her arms around her chest, then clasping her hands behind her head; putting Rachel in a Full Nelson.

"Stupid cunt!" Portia muttered as she clamped down on the hold.

Rachel was able to struggle to her knees but could not break Portia's grip. She did manage to get to her feet - even with Portia's weight on her back - but the blonde refused to release the Full Nelson. She flexed her arms and Rachel screamed as her neck was bent forward until her chin was touching her chest. Rachel tried to swing her body free but Portia maintained the painful hold.

The young actress knew she did not have the strength to power out and the blonde was strong enough to break her neck if she wanted to. Feeling she might pass out any second, Rachel began swinging her arms and legs frantically. Portia had to spread her legs to keep her balance and the brunette caught a break when a flying heel slashed up between Portia's legs. The low blow caught Portia by surprise and she had to let the brunette go to attend to her throbbing crotch. She took a couple of steps back, gasping for air and holding her crotch while Rachel dropped to one knee, rubbing her neck and shaking the dizzingness from her head. Then Rachel saw her car keys on the table and took a couple of steps toward them. She was just reaching for the keys when she was grabbed from behind!

"Whoa there sweet pea. Where do you think you're going?" Portia asked, grabbing the actress's bra, pulling her back until it broke and came off in her hands.

Rachel twisted around and took a wild swing at Portia's head, but the blonde avoided the blow, backing away and countered by driving her knee into Rachel's stomach doubling her over then connected with Double Ax-Handle to the back of Rachel's neck. Rachel fell to one knee and before she could get back up, Portia had trapped her head between her strong legs and was squeezing! Despite having her head trapped by Portia's strong thighs, Rachel got to her feet - tho still bent over with her head tightly secured.

Things got worse for the slight brunette when Portia moved forward a few inches to firmly wedge Rachel's neck between her legs, her muscular thighs rapidly weakening the thinner woman who's knees began to buckle under the pressure. Breathing was an issue for Rachel - as was the flow of blood to her throbbing head. She kept squirming, but Portia had her locked in tight! Rachel dropped to her knees, which turned out to be a lucky thing, for it put her head below the blonde's muscular upper thighs closer to the knees.

She kept pushing against the blonde's legs and after several minutes, Rachel managed to squirm out of the deadly scissors. Once free, Rachel fell backward onto the carpet; her ears and face bright red and obviously in a hazy state. She took deep breaths; her body swelling with each inhale before releasing the oxygen. She struggled to get up but before she could rise, Portia landed a sharp kick to her chin - putting her back down flat on her back. Portia added a couple of stomps to the head and chest that made Rachel's body bounce on the carpet.

Portia backed off the attack and waited for Rachel to get to her feet. The young woman’s face was red and puffy and she was unsteady in addition to having trouble getting her bearings. Portia walked around behind her launched a ferocious kick to Rachel's lower back. She fell to the floor and when she tried to lift herself up, Portia kicked her in the fanny, sending her sprawling. Rachel was crying and tried crawling away to get to her feet, but Portia kept kicking her in the rump or back every time she got to all fours; keeping her down. Portia added stomps to her head and neck as well, giving Rachel a gigantic headache. After a dozen stomps to her ass, back and head, Rachel was so stunned she stopped trying to crawl or get to her feet and just lay still.

Portia backed off and waited several minutes for the beaten actress to rise. "Have you had enough little girl? This could be the most pleasurable experience you have ever had. I don't *want* to hurt you, but I don’t mind it at all; it's up to you," Portia warned sinisterly. Rachel, clearly shaken, slowly got to her feet on wobbly legs, almost falling down, feeling light headed from the stomps to the head. She just staggered around like a drunken sorority girl. "Come on sweetheart,” Portia purred silkily. “Come to mama."

Rachel, shaking the dizziness out of her head still wasn't ready to give in. "FUCK YOU BUTCH!"

"Have it your way!" Portia growled as she charged the young woman.

Rachel lifted a knee to Portia's gut as she closed in but the blow was a glancing one and did not stop the charging blonde who easily forced the smaller woman against the wall. She grabbed the actress's arms and held them over her head and pressed her body against Rachel's.

Rachel sighed, as she could not push Portia off. The blonde giggled and licked Rachel's face. Portia was rubbing her breasts against Rachel' breasts. The younger woman screamed and headbutted Portia in the nose. Portia eyes blinked but she held on. The brunette head-butted her again, this time hitting the blonde's jaw. Portia let loose and reached for her face as she stared at Rachel in disbelief.

When Rachel spit in her face, Portia was seeing red! She took a couple of steps back, then came barreling at the brunette like a raging bull. Rachel tried to step out of the way, but Portia slammed against the smaller female and Rachel hit her head on the wall, stunning her once more. Portia lifted a knee up into the young woman's belly and Rachel doubled over.

Portia pushed up her head up and held her by the jaw. "You little bugger, you'll pay for that!" she snarled. Rachel was squirming so much, Portia punched her in the gut, then she slammed her head back and slapped her. CRACK!

Shocked, Rachel slapped her back! SMACK!

The enraged blonde grabbed Rachel by the hair and BONK, BONK, slammed her head on the wall several times, leaving a dent in the plaster. Rachel eyes were fluttering and she would have fallen but Portia held her up. The blonde gave the young female another gut punch. With Rachel doubled over Portia lifted a knee to her jaw. Rachel staggered on unsteady legs until Portia chopped her in the upper chest. Rachel dropped like a sack of potatoes landing on her back.

Portia dove on top of Rachel knocking the air from her lungs. With Rachel disoriented and coughing for air, Portia slipped her legs around her neck and squeezed. She had the brunette's vulnerable neck trapped in her thighs facing her. The brunette's face was turning red and she looked at Portia with pleading eyes to be released. But Portia was in no mood for forgiveness. She bent her upper leg and clamped down as hard as she could on the female's neck. Rachel's body starting thrashing about and she slapped and clawed at Portia legs. She could not get air in her lungs or blood to her head.

Portia bit her lip resisting the pain from nails digging into her skin. Rachel's resistance gradually slowed. Her hands fell off Portia's legs and her eyes were fluttering. She kicked her legs a few more times then her eyes rolled up her head and she went limp, unconscious between De Rossi's thighs. Portia got to her feet, looking down at her and seeing the peaceful, beautiful, prone body only turned her on all the more. Portia began to finger herself as she rubbed Rachel's body with her foot, working her toes over her breasts, then moving down between her legs.

After several minutes, Rachel began to come around. Hearing her groan brought a smile to the blonde's face.

"Good this will be more fun if you’re awake." Portia moaned for different reasons as she continued her brand of foreplay, grabbing her crotch and stroking of herself. "Oooh, ahhhh, ummmmm, You got me soaking wet," she groaned in a fiendishly sexy voice. "Before this is over I'm going t face-fuck you until I drench my juices on your pretty face," she warned the slowly awaking Rachel.

Portia lifted up the brunette who started the water works again. Rachel threw a weak punch to Portia's gut and got a knee to her own gut in return. If Portia did not have her hands in the brunette's hair she would have fallen. Instead Portia pulled her forward and wrapped her arms around the girls' back and bearhugged her. Rachel's body was lifted in the air and she bucked her body as best she could. She screamed as Portia squeezed the air out of her lungs and compressed her ribs.

The brunette tried reaching up with her hands for Portia's face but the blonde simply moved her head backwards. Portia then headbutted Rachel revenging Rachel's earlier headbutt. The blow caught Rachel square on her forehead not helping her already aching head. She sighed as Portia strengthen her grip on the hug. Rachel was too weak to defend herself any further. Her lungs were hungry for air. Her ribs were being crushed. Her arms and legs were going numb. Within seconds her limbs dangled limp and she was slipping back to unconsciousness.

Portia carried her to a couch and dumped her semi-conscious body on it. Rachel was trembling when Portia straddled her and instinctively snapped her a knee up as the unsuspecting DeRossi descended. THUD! Portia whimpered as she slumped to the side, holding her crotch.

Rachel slid off the couch but her legs were like wet noodles and when she tried to stand, they collapses and she fell to the carpet. She struggled back to her feet, but by then Portia was back up on her feet. She grabbed a handful of her hair, spun Rachel around and gave her a Forearm Smash to the jaw that stunned the actress. Portia wrapped her arms around Rachel’s head and Monkey Flipped her to her back on the floor. She hit the carpet hard and she rolled over onto her stomach gasping for air.

Portia stepped up onto the couch, then leaped off, landing with her knees on Rachel's back and neck. Her body went into spasms. Rachel didn’t resist when the dominant blonde dragged her back onto the couch and laid the moaning young woman on her back and straddled her stomach. Air escaped Rachel's gaping mouth as Portia came down with her full weight on her chest and the young actress was having trouble getting her breath as Portia slowly inched up her chest onto her throat.

Portia leaned back and slipped her fingers inside her own cunny making sure Rachel saw what awaited her. She began begging for release but instead, Portia sat up and slid up onto the actress's face. Portia stopped with her pussy against Rachel's jaw and slowly rubbed herself back and forth. Rachel knew what was coming and put up her arms up, trying to block Portia from moving higher, but she was overpowered by the bigger, stronger, fresher woman.

Portia forced Rachel’s arms down and sat back down on her neck to further weaken her. Lightweight Rachel was having all kinds of trouble breathing with 125 or so pounds on her. She kept twisting and squirming but despite Rachel's resistance, Portia had no trouble planting her crotch firmly on the young girl's face. Portia placed Rachel's arms above her head and began pressing herself down, trying to suffocate the struggling actress. When Portia lifted her ass to adjust her position, the smaller actress tried to slide out under her, but Portia grabbed a handful of hair and kept her in place.

The overmatched female was still squirming around so Portia reached back and grabbed her crotch squeezing it forcefully. As they struggled Rachel's body slipped down a little bit to the point where she had both feet on the carpet and putting some space between her face and Portia's panty covered pussy. Portia had a hand between Rachel's legs, trying to pull her back up. Hurting from the crotch attack, Rachel reached up to Portia's breast but all she got was a handful of her bra. After some searching, Rachel worked her fingers under the cup and clamped onto one of Portia's perky tits. She squeezed as hard as she could, hoping it would make Portia to get off her. She had some success because Portia halted her crotch attack - but instead of dismounting, Portia grabbed the protesting Rachel by the hair and pulled her further back on the couch.

"Ooooh…" Rachel sighed, as she went right back where she started.

Rachel extended her arms going for Portia's chest and trying to prevent her from covering her face. Thwarted in her attempts by the surprisingly spunky actress, Portia slapped Rachel hard in the face then reached for the back of her head and brought her face up to her crotch.

Rachel wormed around like mad. Then she flung her legs backward hoping to hook Portia's head. Rachel's 5'2" body betrayed her though and her short legs came nowhere near the blonde's head. Feeling Portia's hands on her lower stomach Rachel curled her legs up trying to prevent another crotch attack

Portia let Rachel's head back down breaking the facesit seal, but still straddling her neck. She concentrated on spreading Rachel's legs and attacking her pussy. Despite her efforts to keep her legs together, Rachel couldn’t keep Portia from sneaking a hand between them and the blonde found her target!

Rachel retaliated by again clawing at Portia's torso but she didn’t have much leverage and Portia still had her bra on, so her attack really didn’t do any damage. But Portia was irritated nonetheless and she managed to get Rachel's face between her strong legs and pressed her cunny onto it as she was able to squeeze her head between her thighs, making Rachel’s already labored breathing even more difficult.

Thinking Rachel was physically and mentally defeated, Portia felt she could let lose of her head and sit on her. Rachel was in a bad way, but she continued to squirm, buck and wiggle trying to get free. She reached around Portia's ass and tried to stick a finger in, but that proved difficult due to Portia's panties. She could feel Rachel probling and - not wanting to take a risk that Rachel's sharp nails might jab a hole in her bottom - Portia grabbed her arms and pinned them over her head.

Portia was frustrated by Rachel's constant squirming so she leaned back and reached behind her, clawing Rachel's crotch again. Even though Rachel had on tights, the material was no match for Portia's sharp nails and in no time, she’d poked a hole in the material, then tore it until the opening was wide enough for her to get a couple of fingers in.

With the young girl still unwilling to submit, Portia continued to finger her pussy and punch her belly. Occasionally, Rachel was able to strike Portia's upper body, but they were just glancing blows and caused no harm. But, Portia was losing her patience and she scooted back off Rachel's face and grabbed her hair, then slammed her head down, jarring her senses. Portia placed her knees on Rachel's arms which made it impossible for Rachel to prevent Portia from pulling her face up against her cunny.

"Let… me… go!" Rachel sobbed between gulps of air.

Angered by Rachel's attempts to escape Portia eased back and looked down at Rachel. Rachel was huffing and puffing for breath. "Not a chance!" Portia exclaimed. "Not until you give me what I want!"

"You damn lesb...aaaaa….." before Rachel could finish, Portia pinched her nose shut with one hand and covered her mouth with the other. Rachel shook her head trying to break free but Portia had her breathing passages sealed off. When Rachel's eyes started fluttering, Portia released her hands but moved forward and slapped her moist cunny back down on Rachel's face; covering the young woman's mouth as she pressed her mound on her nose.

"Oooooooooohhh…." Portia cooed as she began wriggling. Rachel's beautiful features rubbing against her essence sent shivers through Portia's body. Rachel screams or protest were muffled but she kept thrashing, twisting and turning; trying every way to break free

Perturbed by the struggling female, Portia again reached back to grab Rachel's crotch in her claw.

"Owww…" Rachel cried out. She tried to bring her legs together to prevent Portia's clawing but Portia broke through her defenses and got a strong grip, then squeezed unmercifully, widening the hole in Rachel's tights as she did. After a few seconds, Rachel stop struggling…she seemed to have given up.

Portia wasn't sure if she passed out so she reached back and slipped three fingers in Rachel's love opening - which brought a new series of squeals, proof she was still awake. Rachel curled her legs, frantically trying to keep Portia from violating her any deeper. She again tried to grab Portia's breasts, but once more Portia grabbed her arm, forcing it back as she punched her again in the stomach.

After another SLAP on Rackel’s pussy, the blonde forced Rachel's face back up into her cunny.

"Ohhhh!" Rachel moaned.

Portia grabbed a handful of hair then leaned back on the couch. Rachel still had her face between those steamy thighs. Rachel was hurting from the gut punches and wanted the humiliation to end. Knowing she couldn’t power out of her predicament, she started to (sort of voluntarily) lick Portia's pantie-clad crotch - which was soaking wet. Rachel thought this was better than being suffocated or punched and slapped to the point where her skin would be raw and leave welts. Licking Portia was unpleasant and her perfume and the sheer cloth of her panty didn’t cover the musky scent of her pussy.

When Rachel's licking eased off, Portia yelled, “Who said you could stop?" She reached back to Rachel's crotch and again slipped three fingers inside. Rachel tearfully picked up the pace, slurping Portia's cunny like a thirsty dog at a water bowl. Each time Rachel’s tongue slowed, Portia either spanked her ass or punched her below the waist. Rachel kept trying to pull away but the stronger female always grabbed the back of her head and forced her face back into her pleasure zone.

Suddenly, Rachel felt fresh air. Portia had slipped back to Rachel's midsection, but she pulled the reeling Rachel upright and forced her face into her bosom.

Rachel gasped, "NO, NO," just before her face was plunged into the soft, fleshy valley. She foolishly tried to head butt the blonde, but only managed to connect with Portia's chest.

"You dumb cunt!" Portia yelled as she grabbed the brunette’s hair, jerked her head back and viciously punched her on the side of the face, knocking her backward onto the floor with a THUD! Rachel lay curled up and sobbing until Portia pounced on her, straddling her again. "You know what you have to do!" Portia told the tearful female.

Portia didn’t put her full weight on Rachel, leaving her face uncovered. Frighten that the blonde would smother her, Rachel lifted her head and began to lick Portia’s pussy. Each time she slowed, Portia would pull her hair and rub herself on the younger woman's pretty face. Rachel found servicing the blonde disgusting and barely stuck out her tongue and her half-ass effort angered Portia who took two handfuls of hair and rolled onto her side, locking Rachel in a Headscissors.

Portia squeezed hard for a few seconds, making Rachel beat the floor with her feet as her head and neck were crushed. When she eased up. Rachel got the message and began licking more aggressively, realizing Portia could do damage with legs around her head.

"You’ve got a lot to learn about pleasuring a woman," Portia said, still not satisfied .She reached around Rachel's back and raked her back with her nails. Rachel cried out and quickly licked with more enthusiasm.

Portia moved Rachel onto her back again, straddling her face, holding the back of Rachel's head as she pulled it up into her crotch and then began grind her pelvis. Portia began moaning as she felt the brunette's pretty features rubbing her privates. Panicked, Rachel licked furiously, trying to bring the older woman to orgasm and end her ordeal. Portia felt she was close to coming when she suddenly slipped off Rachel and lay on her back. Portia didn't want to come yet! She was ready to explode, but her anger outweighed her sexual desire…if only barely!

Since Rachel was reluctant, Portia wanted to punish her more before her orgasm. When Rachel tried to crawl away, Portia slapped her and threw her down on her back and mounted her once more. Portia turned her head and drove her fist between Rachel's legs. When Rachel's torso jerked up in reflex, Portia punched her in the jaw, knocking her back down. Portia continued to punch Rachel’s stomach and crotch until Rachel was so exhausted and broken she could barely thrash, unable to do more than pray Portia would wear herself out.

Portia finally stopped beating the young brunette, but immediately went into an open knee front facesit position. When Rachel did not begin licking Portia inserted a couple of fingers in her love opening. Even with the insertion in her private area brought nothing but a quite moan, more from being too weak then unwilling. Seeing Rachel wasn't up to the task, Portia covered her mouth and nose with her slimy flesh and began slowly rocking on Rachel's face. Her sweaty pussy covering her nose as the blonde's secretions trickled down onto the brunette.

After a few moments, Portia picked up the pace and pushed Rachel's head up. As she continued to hump, Rachel began licking but Portia wasn't ready to end this she didn’t put her full weight on her captive face. The young woman was gasping for air, weak and unable to maintain a pace acceptable to the blonde so she got another SMACK between her legs!

"There are no time-outs!" Portia lectured as she continued her slow ride on Rachel's face.

The younger actress was totally exhausted but knew if she didn't not continue to pleasure the woman it would mean being smacked black and blue or being smothered so she maintained servicing Portia as best she could. Getting thoroughly turned on Portia began massaging her shapely breasts as the brunette serviced her. About every minute or so Rachel would run out of gas so Portia would push Rachel's head up into her crotch or slide her fingers inside the brunettes cunny.

The non-stop sitting was too much for the petite actress and she slipped into a semi-conscious state. Portia looked upset as the licking stopped and even violating Rachel's pussy was not effective in resuming the action. She got off Rachel, lit a joint as she looked down at her with contempt; clearly upset the brunette wasn’t up to task of making her climax.

With Portia off her face Rachel began to come around, finally able to breathe in some fresh air. Before she could get her bearings Portia straddled the brunette face her legs. She viscously slammed a dildo up her love chute and rammed it in and out for several minutes punishing Rachel for passing out.

"You're going to suck my pussy until I come all over you! You understand?" Portia lectured as she continued violating the sobbing actress.

"OK, YES. Just stop!" Rachel pleaded.

Portia kept pumping the dildo in and out, thinking Rachel needed more convincing and making sure she wouldn’t stop servicing her until she was satisfied. Rachel tried bringing up her legs hoping to get a lucky strike on Portia's head but she did not get within striking distance. Portia continued thrusting the dildo in and out.

Portia notice the dildo was wet with Rachel's juices. "Oh you like this do you? This can all end. Just give in little girl"

"NO, NO, STOP!"

Portia was really getting a kick out of dominating the young Hollywood actress and paused in her violation of Rachel to finger herself for a while. "You ready to suck my sweet pussy, you little shit?" Portia asked as she went back to sliding the dildo back and forth in Rachel.

Rachel couldn't respond - She just grunted each time the rubber toy violated her body. Portia then stopped the attack on Rachel. She pulled out the sex toy and got up and stood over Rachel's upper body. She wasn't done though. She just needed to stretch her legs. As Portia squatted down the brunette reached for the dildo getting a hold of it. Portia quickly jerked it out of her hands though. Instead of using the dildo, Portia turned around and descended down on her face. Rachel was petrified. She grabbed Portia by the legs and tried pulling herself. She tried to headbutt Portia in the groin but missed getting her upper thigh.

"You're pitiful!" Portia laughed, forcing the smaller female back down to the carpet

Rachel was in a no win situation. She could not escape and knew if she fought back Portia would surely use her sex toy again so as the blonde made her way down the actress gave only token resistance, accepting her fate. Rachel had a horrified look on her face as Portia descended. She had a clean shaven crotch area so her pubes were clearly visible. Rachel could only whimper and beg for Portia to stop. The blonde was just getting warmed up.

Seconds later the brunette's nose and mouth were engulf in De Rossi's essence. Portia at first grind and rubbed her self on the brunette's features, then swayed back and forth. She purred as she heard Rachel's soft mewing sounds. The smaller actress was barely shuffling her legs when Portia reversed her position so she was facing Rachel's legs. Rachel was fearful of more pussy torture and tried curling up but Portia leaned forward straightening out her legs which caused Portia to scoot her ass off Rachel's eyes and nose allowing her to see and breathe.

"Now, let me feel that tongue!" Portia demanded as she grabbed a handful of hair pulling the captive head up while rubbing her ass on Rachel's face.

Rachel continued to whimper as Portia grind and bounced her ass up and down on her face. Rachel whimpered as she mot only felt Portia's the slimy flesh press against her mouth, but also was forced to inhale fumes from the blonde's backside. Too weak to try and escape the younger actress had no choice but to try and bring Portia pleasure. She began softly sucking her clit.

Unsatisfied, Portia still forced her head back to the carpet and pumped away on Rachel's face. The brunette was twisting and thrashing about trying to get some air. Her lungs must have been burning. Her mind was in a state of delirium, dizzy from the lack of oxygen. For a few minutes Rachel would try bringing her knees up which in turn forced Portia to lean forward and force her legs back down. That gave the actress a brief snippet of fresh air. When the struggling continued Portia would SMACK Rachel's crotch. Then she began fingering Rachel's pussy with one hand and massaging her breasts with the other

Rachel moaned, perhaps out of pleasure at this point and her body seemed to relax as Portia eased in the now lubricated dildo.

Within moments Rachel's wild thrashing about turned into mild squirming. She looked to be losing consciousness from the abuse to her body and/or lack of air. The Portia leaned back placing her ass squarely on Rachel's face. Still Rachel would instinctively thrash about due to the foul air she was forced to breathe. This irritated De Rossi who responded by stretching the brunette's nipples. Rachel gave a loud muffled scream into Portia's ass.

"Lay still and take it. This will be over soon!" Portia instructed.

Rachel's struggles did slow and Portia began rotating her hips on her face to get the satisfaction she craved. Portia still kneaded the actress's breasts as she humped her face. When Rachel oral service eased Portia would stretch her nipples again and Rachel would pick up the pace. This went on for several minutes when Portia realized that the brunette was not struggling any longer. Was she unconscious? No! Seeming to accept the inevitable, Portia realized Rachel was pleasuring herself.

"Oh no you don't!" she said as she pulled the brunette's hands away. "You had your chance to have fun, now it's too late for you, baby."

The spunky brunette may not have been able to prevent Portia from dominating her but if she was going to come it was going to be on her terms and not at the hands the older blonde. Portia slapped and punched her violently in her lower abdomen and upper thighs and kept trying to pull Rachel's hand away. Not having success Portia simply leaned back and placed her full weight on the female's face.

"I bet I can smother you out before you get yourself off," she laughed.

Finding her air get off Rachel did stop fingering herself and tried to push Portia's bottom off her face. It was a futile effort. The blonde could not be budge as she alternated between sitting, grinding and humping the brunette into oblivion. Freaking out, Rachel begin licking for all she was worth. From the look on Portia's face, it was clear she was getting what she wanted. She had a looked of a woman who was stoned out of her mind. For the time being Portia leaned forward a bit allowing the younger female some air but Rachel was so tired and could not keep up this pace for long.

Another question was how long Portia could hold out before cumming. When she started grinding away at a furious pace, Rachel placed both her hands around Portia's ass spreading it as much as she could to try and get some air and was licking faster and deeper than ever. Each time Portia thought she was about to climax, she purposely lifted her ass and slid the dildo in and out the brunette's swollen pussy. Rachel cried out and actually lifted her head, her tongue reaching for Portia's love hole.

Servicing the lesbian was the lesser of two evils! Portia relented with the violation of the smaller woman's love hole and lean back slowly rocking back and forth as the smaller woman indulged her. Rachel was tiring; her body barely moving; barely able to move her tongue.

When Portia felt Rachel was about to pass out, she eased off, always covering Rachel's mouth and nose but not always placing her full weight on the girl's face. Rachel would have been better off passed out - her humiliation would’ve ended - but Portia would have none of it. She pinched Rachel’s nipples to shock her awake or leaned forward and stretched her pussy lips, letting the strong aroma bring the actress back…then she would lean back so the brunette could service her some more.

"Ohh, oh yeah. That's it baby!" Portia whispered, loving the feeling of being sucked and licked. Beneath her, Portia continued to hear soft sobbing. "You can stop your crying. This is all your own fault."

Rachel's mind was clouded and she was getting delirious. Acting on instinct she just serviced the dominant blonde as best she could knowing that was the only way this nightmare would end. When Portia leaned forward, her torso rested on Rachel's stomach. She cooed sensually while sliding her hands over Rachel's lower body. Surely she was close to coming! Within minutes though, she sat back up and applied her full weight on younger woman's face. First, she sat still maneuvering her bottom around on Rachel's face until she found a comfortable spot.

'"OOOOH…" she sighed when she found the sweet spot. Unfortunately for Rachel, that meant her nose in Portia's ass.

The blonde massaged her own breasts as she slowing rocked back and forth. As the seconds rolled by, she picked up the pace and within minutes De Rossi was pumping away at a furious pace Rachel was barely moving and while she still licked Portia the paced had slowed considerably. Rachel lower lip was in rapid motion as she tried to please her dominator. The squishing sounds of Portia's slimy sex grinding away on Rachel's moist face filled the room. Poor Rachel’s lips moved like a hummingbird's wings when Portia pressed down and started smothering. She was panicked and afraid of being smothered to death if she didn’t continue to lick and suck.

"Oh, oooooh ahhhh!" Portia moaned as she rubbed her breasts and ran her fingers through her hair

Wicked Portia continued to pump and grind without lifting off Rachel's face until she either orgasmed or smothered the recalcitrant actress out, and thereby ended Rachel's suffering. Portia slapped Rachel’s thighs and heard a faint sigh so she knew she was still conscious. Suddenly, Portia rose off Rachel - but only because she was numb from sitting on her in one position. She reversed and sat on Rachel's upper chest and neck, gently easing her dripping pussy onto Rachel's blank face.

"You know what to do!" she ordered, but Rachel was too exhausted to follow orders.

Frowning, Portia reached behind her and lifted the brunette's face into her pussy, then rocked Rachel's head side to side for simulation. Rachel started licking again, so Portia dropped her head back and spread her pussy lips so they covered Rachel's nose. The only sound in the room was the soft slurping from the smaller woman's lips against Portia's flesh

Despite all the simulation, Portia still wasn’t ready to come - perhaps a lifelong lesbian had better control of her body than heterosexual females? Or perhaps it was Portia’s inate cruelty that allowed her to control her orgasm simply to lengthen Rachel’s ordeal? Whatever the cause, Portia held out.

"I'm not ready for this to end," Portia told Rachel as she slid back off the brunette's face. Rachel lay too exhausted to move although she was frightened to death. What other torment did Portia have in mind for her?

Portia spread her legs so she wasn't putting any real weight on Rachel who understood what she must do. She lay staring up, her pink tongue flicking Portia's clit…slowly, trying both to conserve her strength and heighten the pleasurable sensation for Portia so - maybe - she’d climax a little sooner.

"That's right baby, lick it good for Mama," Portia throatily whispered as she lightly bumped up and down on Rachel's face. Portia pressed with more urgency after Rachel brought her hands up to Portia's pussy lips, spreading them so she could find Portia's sweet spot easier and - hopefully - get a little more air. "Come on, that’s it; make me cum!" Portia gasped, panting faster.

Rachel was so exhausted that she couldn't hold her arms up to keep Portia’s labia spread but when they dropped, Portia used her own hands to spread her pussy. For several minutes, Rachel rapidly flicked Portia’s clit before she tired and slowed - causing Portia to press her sex harder on her face, smothering her - which in turn, made Rachel lick even faster. After a few minutes of this slow down-speed-up routine, Portia's body began to shake as she began humping Rachel's face with renewed enthusiasm.

Rachel tried to bridge and push her off, but she couldn't budge her. Portia just rode out the brief resistance, thrusting her hips faster and faster. Rachel's body went limp she had no more fight left. Portia was screaming obscenities, as she could no longer control the steamy fluids rushing through her body and she finally exploded; spilling her hot orgasm onto Rachel's face which in turn, set the brunette spasming violently in her own reaction climax.

As Portia’s sticky girl juice poured down into Rachel's open mouth, she pounded the girl's face with her mound, thrusting it hard getting all she could from this powerful orgasm. She continued humping Rachel’s face until she started to slow as her orgasm subsided; finally gently rocking back and forth on Rachel's head as her trembling hands slowly stroked the girl's hair.

Rachel's hands or feet would twitch occasionally, then her eyes rolled upward; her eyelids fluttered and closed. With her mouth, full of Portia’s girl cum and her lungs deprived of oxygen, Rachel passed out under Portia's clammy, twitching pussy. Beneath them, the carpet was soaked with their mixed sweat and Portia’s cum. But the blonde still wasn't done!

Portia grabbed Rachel’s legs and dragged her over to a dry part of the room where she straddled her chest as she sat back down on the brunette and lightly slapped Rachel's face to wake her. Rachel was laboriously breathing; her mouth gaping open; her face glistening with Portia's juices. She began softly sobbing and closed her eyes, unable or unwilling to look at the holy terror seated on her chest - hoping, praying, that Portia would go away and leave her alone. But Portia wasn't near to being finished - as she showed when she moved forward and wiggled her pussy over Rachel’s ruddy face again.

Rachel couldn't even stick out her tongue at this point and Portia knew if she put any weight on her she’d pass out again so she shifted upward, resting her weight on her knees. Rachel was too out of it to panic or even feel the crushing weight on her chest and face.

Portia was spent from her orgasm but her mission wasn't accomplished. She still had to make Rachel climax!! At this point, Rachel would’ve been better off is she had given up and allowed the sex-starved lesbian to smother her into unconsciousness, then maybe Portia would stop this abuse. Still in heat, Portia was careful not to place any weight on Rachel, keeping her face covered except for fractions of a second to keep her from passing out as she shifted forward and back on her face.

Rachel's face was already covered with sticky gunk and she was gasping in air whenever she could. She was barely awake. Not wanting her to pass out again, Portia simply ceased moving and rested most of her weight on her knees or hands, then began to finger Rachel who at this point didn't know where she was. All she knew was that she felt some pleasure in her lower regions.

Portia had to lean forward off Rachel's face as she put her own face in the girl's crotch and began to lick her. Even though Rachel could breathe she still had a 125-pound woman on top of her and was barely conscious. Portia alternated between sucking Rachel's pussy and gently massaging it and as moments went by, Rachel’s moans grew louder and she began to squirm. Portia scooted back to cover Rachel's' face, changing from her fingers to the dildo which she began to slowly slide it in and out as she sat on the brunette's face

Hearing Rachel's muffled moans, the blonde pushed the dildo deeper and pumped harder. Rachel’s body began to tremble and when Portia saw fluids seeping out, she smiled and urged, "That's it baby! Come for your Mama!" She pulled out the dildo and jammed three fingers of each hand into Rachel's pussy. She forced them in deep with one hand as she opened the brunette's pussy with the other. Rachel would NOT control her own body, Portia would! In a few seconds, Rachel’s cum jetted out of her like Old Faithful!

"Yeah that's it honey. I knew you liked it hard," Portia chuckled as she continued fingering until the flow subsided and Rachel's body began to shake. Portia, still in heat herself, took advantage of the quaking female below her as she sat back on the brunette's face and rode out Rachel's involuntary convulsions until she was barely moving.

Portia slowing rocked back and forth, working herself back to an excited state. Soon, she felt the familiar tingling return. When she turned her head, she saw Rachel's eyes rolling up, then flutter back open. She realized the youngster was almost finished. That knowledge sent Portia over the edge. She humped and pumped the semi-conscious female like a mad woman. She reached below, rubbing her clit and moaning loudly as Rachel's body began to spasm again. Portia’s screams of pleasure echoed throughout the room.

"I'm cumming, I'm cumming. Ahhhh...aaaahhh...mmmmmmm, Ohhhh, ooohh, OH GAWD!"

She came with a powerful explosion sucking up Rachel's face with her pussy. She continued grinding her ass violently on Rachel's face, grunting in lust. The load of sticky slimy fluid drenched the young woman's already cum covered face. Some of the fluid that did not make it into Rachel's mouth or nostrils oozed off her face to the carpet. Portia slowed down her pace then settled down pressing her full weight on Rachel's face, her face buried in the steamy, smelling hole, her nose going deep up her ass crack. Her mouth and nose were completely covered by Portia's behind, air was running out her lungs , herlegs shuffled slightly, her body shuddered and she became still...she was unconscious yet again

A loud slurp came when Rachel's face slipped in Portia's ass even deeper as she passed out but Portia just kept slowly rocking back and forth, enjoying the afterglow of her orgasm but still spreading her nectar all over Rachel's face stimulated by the placid face in a way she had never experienced before. After a few more minutes of draining herself on Rachel, Portia got up leaving the girl drenched in bodily fluids. What a mess! Saliva and cum dribbled out of Rachel's mouth, thick gel oozed out of her nose. Her wet hair was sprayed about and matted to her face, which was swollen and red and soaked with girl gook. The carpet between Rachel's legs was also drenched with the brunette's cum.

Portia stood up and planted her right foot on the actress's neck, choking her even though she was already out. As she was choking Rachel, A mixture of Portia's cum and Rachel's saliva poured out of her mouth. Rachel's body began to spasm again from lack of air. Her thrashing only lasted a few seconds before it stopped. It was only when Portia knew Rachel was unconscious that she stopped choking her.