A young man ran between two hotel wings, sprinted
around a corner and hurried from shadow to shadow with a large
cardboard box in his hands. Stopping and checking his
surroundings, his attention was captured by a man and woman
making love in the room where he'd stopped. He crept close and
looked into an open area of the window. The man was huge,
frightening. He held the feet of a teenager, while pumping his
huge cock into her ass. She twisted and cried beneath him.
The young man licked his lips, looked around at the
nearly empty hotel, then sprinted to a lighted set of stairs at
the far end of the hotel. The stairs were metal with concrete
treads filing the metal i-beams.
Lights outlined the hotel as a car turned into the
parking lot and made it's way to the hotel's front office.
Sean Curtis jerked back into the shadows beneath
the stairs and waited until the car was out of sight. He took a
deep breath, then continued experimenting with the camera in
different areas. The stairs had built-in lights, to light metal
rungs at night. He found that the camera could be placed between
two of them, to give him a lighted view beneath any dress. The
rungs were narrow enough that he could aim the camera up the
He looked around nervously, then took a
rechargeable drill from the cardboard box. He glanced around one
more time, then held the drill against the metal stairs and began
drilling. He held his breath at the racket he created, then gave
a sigh of relief when the drill punched through the heavy metal.
In another minute he had a second hole drilled. He licked his
lips and dropped the drill into the box.
Taking a rag out of the box he dusted the metal
fragments away. He took a metal strap and bolt out of the box,
slid the bolt through the strap, and threaded it into the hole.
He drew out a video camera, slid it into the metal band, and
tightened it into place. Next he took an outlandish contraption
and positioned it against the on/off switch on the camera. He
tightened that down with a second steal band. Looking happily at
his handiwork, he checked the camera's alignment once more, then
tossed his tools into the box. With a last glance around, he
hurried into the woods and followed a creek bed to his house,
directly across a wooden security fence. He stowed the box in
the garage, went inside, and hurried up to the second floor. He
listened to make sure his mother and sisters were asleep, then
ran to his bedroom and looked through the window at the hotel
He took a remote control, once used on a long-
forgotten toy, and clicked the switch experimentally. If it had
the range, he had just switched the camera on and back off. The
button-pushing servo should have enough range. He just had to
hope that it did, he was too tired to go back and find out.
Sean pulled the end of the bed over to his window,
laid on the bed, and waited. When he saw shadows approaching the
stairs, he quickly clicked the remote. A man and woman went up
the stairs. As they disappeared he clicked the remote again. If
everything was working properly, he had just filmed his first
Sean already had his mother and sisters on the
tape. No nudity, just panties. But even those were exciting.
Franks said film everybody, then hire a couple of girls to sign
bogus release forms. It was a cinch, everybody did it, and he'd
done it many times himself. Sean would get a lot of money for
his tape, Frank said. Sean didn't realize that if it was so
easy, Frank would be rich. He wasn't.
Taking into account that Frank was a natural born
liar, but Sean's friend, he remained hopeful. Sometimes Frank
did know all the angles, since he was much older than Sean.
Sometimes he was full of shit. Now, as Sean watched the second
girl approach the stairs, he simply wanted to see the tape. He
would worry about selling it later. The thought of what the tape
might contain was making him horny.
Sean had never heard of upskirts until Frank spoke
of them. He didn't know the word voyeur, until he heard it given
to a peeping Tom. Sean had been a voyeur for years, and didn't
know it. He called it spying. He had a whole assortment of
mirrors, periscopes, drills, and entry door viewers, in his
secret box. Now he added the family video camera to his arsenal
of weapons. If somebody spotted it and took or destroyed it, he
Sean waited for two more women to go up the stairs,
before he simply left the camera on and went to sleep. He would
sneak over and change tapes in the morning.
Shaking with nervousness, breathless, and excited,
Sean slid back in the chair and held the VCR remote before him.
He whispered a silent prayer, then pressed the play button. The
first skirt swept over the lens immediately. The vibration from
their feet distorted it for a moment, then it cleared to show a
shapely ass in white panties, showing intermittently, as her
skirt waved behind her.
"Oh fuck!" Sean howled in delight, pounding on the
arm of his chair.
"Sean, are you swearing," a distant female voice
"No mom," he called. He reversed the tape and
paused it, with a perfect view of a flawless ass. He couldn't
see the face, but it didn't matter. He could tell from behind
that she was a young, beautiful woman. She had slender legs and
a fantastic figure. That was all that counted.
"Oh, you sweet little mother," he whispered in
appreciation. He continued the tape. He was disappointed that
the next two women wore levis. The third wore a long, sweeping
dress which totally obscured the light. He could see nothing.
That was the last of the upskirts he had taken, now it was time
to fast-forward and see what the unaided camera had done. He
pressed the button. He was momentarily hopeful when two feet
appeared on the screen, but it was a pair of guys. He continued
his search until bare ankles stepped over the lens. He watched
hopefully as the legs lengthened, as they marched away from the
lens. In a moment he paused the camera on his second good
upskirt. It was a woman with long, slender legs, a short blue
skirt, and yellow panties. He had never seen yellow panties
before. They glowed in the light of the stairs, brighter as they
passed a light, then diminishing as they receded. He paused the
tape again, breathing hard as he stared at the sweet ass before
him. She was perfect, he thought, looking up and down the length
of her slender legs. He could almost feel the firm ass between
Clicking his tongue in appreciation, he again fast-
forwarded the tape to the end. She had been his last upskirt.
Now he needed to bring the family VCR up to his room, combine it
with his VCR and make a short, perfect tape from his clips.
Combined with the one he had taken of his mother,
while washing dishes, and sisters sitting around in their bathing
suits, he would have a very good beginning. He would have to
show it to Frank.
In the meantime, Sean reversed the tape to the
yellow panties. He paused the tape and rested his chin in his
hands. She was so perfect, he thought to himself. How did it
feel to be so sexy, so damned beautiful? Would she be excited to
know that men were looking up her skirt? Would she someday see
the pictures on the internet?
Sean felt his cock throbbing in his pants. He
stood and hurried to the door, locked it, then turned the tv so
he could see it from the bed. He took a white sock out of his
drawer, and took it back to the bed. He stripped quickly,
bouncing on the bed, turning this way and that until he lay
naked. He rolled the sock down over his cock and began stroking
it slowly. A blissful look crossed his face. He looked at the
shimmering picture of the yellow panties and perfect ass, while
picturing his face touching that ass, his hands sliding beneath
the panties and touching her wet pussy.
Breathing hard, Sean stroked his cock furiously.
He closed his eyes and imagined all sorts of shapely asses. By
standing beneath a metal grill in a sidewalk he could look right
up beneath those beautiful skirts which he saw constantly
downtown. In a stairwell, he could watch them climb the stairs,
as the camera had only hours before.
Fire brewed in his balls. He clenched his teeth
and worked his hand furiously up and down the length of his cock.
With a moan, he began shooting cum into the white sock. He
moaned loudly, with his eyes riveted to the tv screen. He
relaxed, allowing the sock to fall gently to his stomach. He
gave the yellow pantied ass a fond smile, then frowned as the VCR
automatically cut off. He had left it on pause too long. It
didn't matter, he was done. And he would have a lot more in the
future. It was too bad that he couldn't see the woman's face.
On the other hand he could put any face to that shapely ass.
Three consecutive nights netted Sean many more
upskirts to add to his tapes. As night after night wore on, he
began to hate women who work jeans. They ruined his upskirt
tapes and the world was full of them. On Saturday he stayed up
until three AM and completed his first tape. He had netted 37
upskirts on that very night. A group of high school kids had
held a party and run up and down the stairs all night long, in
assorted forms of dress. Sean was thrilled. He called Frank,
the first thing Sunday morning. Frank promised to bring two
girls to sign bogus release forms, but his tone hinted at much
Sean paced the house, waiting for Frank and his
friends to show. He gasped as the grandfather clock began
banging away, proclaiming that it was noon. Sean had the house
to himself, his mother and sisters had gone to their
grandmother's house and left him all alone. He faked an illness,
otherwise she would have swept him out of the house as well.
Sean waited breathlessly. Frank knew some real hotties. Who
would he bring? Sean couldn't wait to find out.
Gravel grated on the driveway. He ran to the front
window and looked out to see Frank's red convertible. Sean
swivelled around, following the car to the next series of windows
until he saw the girls. They were old, at least 20, maybe even
25. He was stunned. How had Frank managed to get ahold of such
"Oh fuck," Sean gasped, looking around the room in
haste. He needed refreshments, grownup stuff. His father
visited occasionally and had some beer, which he bought at price
club by the case, and stored in the garage. He need to put some
in the refrigerator.
He finished just as Frank approached the front
door. As usual, he stepped inside without knocking. He waved a
black briefcase, then turned and ushered the girls inside.
"There he is, our future entrepreneur," Frank
called in a loud voice. "Sean, this is Cindy and Jan, he pointed
at the two beautiful girls.
"H... hi," Sean gulped, motioning them toward the
"No, up to your bedroom," Frank said agreeably.
"Let's see the tape."
"I... Oh," Sean said.
"Hey, what's the matter?" Frank asked, putting an
arm across Sean's shoulders.
"You brought beautiful women here," Sean whispered.
"They make me nervous."
"Them!" he said loudly with a laugh. "They ain't
women, they're whores," he laughed, slapping Sean on the
"Hey, Frankie, I take exception to that," Cindy
"Take whatever you want, sweet-cheeks. Get your
ass upstairs and start earning your money," Frank laughed.
"H... how?" Sean asked.
"How are they going to earn their money?"
"By signing release forms, kid," he said, tapping
his briefcase. "You can't have a movie without the proper
release forms. Every professional on earth get's them like this.
You didn't think they really run down everyone on film and make
them sign one, did you?"
"Well, yeah." Sean couldn't tell if he was lying
or not. Frank lied well.
"Ok, picture this. Some old broad goes into a gas
station bathroom and takes a crap. Some pervert films it and
chases her down as she leaves, yelling "hey lady could you sign
this." What do you think, plausible? Hell, there wouldn't be
any movies," Frank chuckled, pushing Sean up the stairs behind
Sean stared at the beautiful legs treading the
stairs before him. Jan was his favorite. Cindy seemed like a
gum popping, street corner whore. Jan had class. She also had a
red leather skirt that came up past her knees, with the longest
pair of legs he'd ever seen. They were flawless. By bending
down a little he could even see beneath their skirts and get a
personal upskirt shot. He did and Frank laughed, pushing him
toward the sweet ass he was surveying. He fell into Jan. Jan
turned and giggled. "What a naughty boy," she said with a
thrilling English accent.
"Oh God," Sean moaned. His cock was as hard as
rock and he knew exactly where he wanted to plant it. Up Jan's
"Ok, girls, take turns," Frank said, opening his
briefcase and giving each girl half the forms. He closed the
briefcase and placed it on Jan's lap. She was sitting on Sean's
bed, with her long legs hanging over the footboard. Sean was
mesmerized. He had never seen so much beautiful female flesh in
is entire life.
Cindy took a seat at the desk and stared at the
blank tv screen, waiting. Frank spread a few forms out in front
of her and handed her the pen.
"Hit it, Sean," Frank called, sitting on the bed
beside Jan. Sean was a little angry, he had wanted the spot
beside Jan. Frank leaned close and kissed Jan's ear. Sean took
the remote and started the tape.
"Oh wow, what an ass," Frank howled in
"That's my mom," Sean said resentfully. Only Jan
seemed to notice.
"You take her," Frank nudged Jan's elbow. Jan
wrote a brief description of the scene, then signed the form.
Sean couldn't help but be turned on, with three strangers
watching his mother's ass as she worked. It was exciting, he
reluctantly admitted. Jan seemed speechless. Her eyes were
glued to the screen.
"Very nice," she whispered.
"I'd eat it," Cindy said, sitting back and kicking
a leg over her knee. Sean suddenly realized that it was a
mistake to film his mother. If he couldn't stand how these three
people treated his tape, how would he feel when thousands viewed
it. Old men masturbating, lesbians ogling...
"Oh fuck, check that out!" Frank howled.
"Those are my sisters," Sean said in growing
"I need to get to know them better," Frank said,
nudging Jan again. Jan didn't comment, she was staring at
"I've got the red bathing suit," Cindy called,
"I'll take the cute girl in the yellow," Jan said.
She scribbled briefly, then added the form to the bottom of the
pile. With a great deal of relief, Sean watched the scene turn
to the first girl at the hotel. He felt his cock throbbing, as
he watched the sweet ass treading the stairs.
"I like that," Cindy said as she wrote.
"Very nice," Jan nodded.
"Good photography, kid. It makes all the
"It's obvious that this was filmed with a home
camera," Jan said in her amazing accent. "That will increase the
value immensely. There are too many fake upskirts out there.
People can tell the difference."
"There's yours," Frank pointed at the screen, then
leaned forward to kiss Jan's neck. Sean wanted to scream at them
to leave. Cindy was nice, but Frank was hitting on the girl Sean
wanted. He felt betrayed.
"I... I don't think I want to do this," Sean said
"What?" Frank roared. "Hey kid, I own these girls
until three. Do you have any idea how much that costs?"
"No, but it's my tape," he said, looking at Jan
"I'll tell you what, kid, you can have Cindy for
the rest of the afternoon, if you give me the tape."
"No, I want Jan," Sean said before he could stop
"Uh-uh, she's mine."
"I am not yours, and I happen to agree with Sean.
I think we would hit it off well."
"Hey, lady, I paid..."
"Not enough to order me around. If you want us to
leave with these forms in hand, simply continue this
conversation," she said, putting her hands on the pile of
"Ok, you win," he pretended to be agreeable. Sean
suddenly realized that Frank was not really his friend. He was
just an acquaintance. He wasn't even sure that he liked
"Over here, Sean," Jan patted the bed.
Frank stood, forced a grin and pushed Cindy off the
chair. He sat and pulled her back into his lap.
Suddenly shy again, Sean sat by Jan. He loved her
perfume. It was spicy and exotic.
"Move closer," she said as she scribbled on another
"You're nice," Sean whispered. She turned and
kissed him on the lips, then scribbled another notation on the
"So are you Sean. Have you ever made love
"Oh sure... no," he reluctantly admitted.
"Good. I like to break in first-timers."
"I'm afraid," Sean whispered. Frank turned and
looked at them. Sean didn't know if he had heard or not.
"No you're not, you are nervous. There's a
difference. Nervousness is caused by in increase in adrenalin
production from the adrenal gland. It's usually caused doing
something dangerous, or something very important to you. I'm
"You talk like a doctor."
"Like a biology major. I once dreamed of being a
"Oh wow," Sean gasped.
"Wow indeed," She giggled and kissed him again.
"I've never made love to a teacher."
"You've never made love to anyone, except maybe
"Yeah," he admitted.
"How many more?" she asked as her upskirt appeared
on the screen.
"Only about three or four."
"Good, my hand is tired."
"Can I touch your legs?" he asked in a fit of
Sean placed a hand on her stocking-covered leg. It
twitched slightly under his hand. The leg was smooth, but very
firm. She must work out, Sean thought as he ran his hand clear
up to the seam of her skirt. He stopped there, rubbing her leg
"You can lift my skirt," she whispered.
"Can I?" he gasped.
"Of course. The best thing about purchasing a
whore, is you can do anything you want, and you don't have to
apologize for anything afterwards. I'm yours."
"You are not a whore, you're a woman," Sean said
"Thanks. That's a very nice thing to say."
"I... I think I'm in love with you," Sean
"No you're not. You are infatuated, there's
another difference. This is cause by testosterone, a word I
hate, but which makes us all human.
"It's a male hormone, and although few know it,
even women are formed by testosterone. Without it, there would
be no sex drive in women. It also grows our tits and pussies.
Men are driven by it. Without that there would be no sex, rape,
violence... or children for that matter. I guess we need it,
even if it's detested. It comes from your balls," she whispered,
putting a hand on his crotch.
"Heeeaaa," he yelled, jumping off the bed.
"Sit back down, it's only a hand."
"It's your hand," he gasped.
"Which is exactly like your hand, but on my body.
"I'm so af... nervous," he corrected after a quick
look from her.
"Good. Nervousness denotes great desire, anxiety,
and passion. It means I am important to you. I like that."
"You use big words."
"I describe grand things."
"I guess. Can you kiss me again."
"I can do a lot more than that, that was the last
girl," she said, dropping the briefcase on the floor.
"Rewind the tape, kid," Frank said as he kissed
Sean rewound the tape, while Jan slid back on his
bed. He would never have dreamed that a woman like Jan would
ever get near his bed. She was so amazing. He would never wash
his pillow case again, he vowed as her brown hair cascaded over
it. Sean quickly started the vcr and dropped the remote on the
floor beside the bed.
Jan reached down and removed her panties. Her
skirt slid up near her waist as she did so and Sean had a clear
view of her naked pussy.
"You are much better than a sock," Sean
"I beg your pardon?"
"Nothing. I was just thinking out loud."
"I know what he's talking about," Frank laughed,
then ouched when Cindy bit his ear.
Sean looked at Jan's pussy, barely visible beneath
her colorful skirt. It was magnificent.
"Do you want to go down on me?" she asked in a
"Oh yeah," Sean whispered. He looked around at
Cindy, riding up and down on Frank's cock. Frank had his back to
him, so he had an excellent view of Cindy's right breast. It was
amazing. He was mesmerized by the way it bounced on her chest.
The smell of sex was strong, but not unpleasant.
"Go ahead," Jan whispered.
Sean rolled over on the bed, landing between her
open, perfect legs. He rubbed them absently as he moved closer
to her pussy. It was neatly shaved, with a patch of hair above
her pussy. Her lips were dark, but beautiful. His face drew
near, then he suddenly backed away.
"Has anybody... I mean."
"It's clean," she laughed.
"Oh. I didn't mean..." his voice trailed off as he
neared her pussy again. He put his hands against her inner
thighs and pried them open slightly. She opened her legs
willingly to him. He stared at them in amazement and rubbed each
magnificent inner thigh. They were so smooth, so bright and
flawless, like white fudge only warm against his face and hands.
He ran his finger through the valley between her pussy and body.
She giggled and jerked away.
THE MEMBERS SECTION