This is a work of complete fiction. It just popped into my brain so I wrote it down and share
it for free and make no money off of it. No one under legal age may read this, if you know
what's good for you. No one over legal age should read this for the same reason. All
characters used in this story are a parody of any real or fictional person. I do not own That
70’s Show or the characters from it. Comments are always welcome and appreciated so
you should feel free to share.

Story Code: Teen, Oral, M/F, F/F, Fingering, Voyour, Incest, Anal, Hand-job, Noncon, M/FF

That 70’s Porno Pt. 01
By Muhabba

So I worked really hard to get the dialogue in this story to sound like the
characters in the show which also meant trying to get a balance between a believable scene
in the show with 70’s era pornography. That being said, it was around page 100 that I
finally noticed that I was on page 100. So rather than finish the story and then post it I
decided it would be easier to divide it up between the days of the week in the story. That
also being said, here's late Saturday night/early Sunday morning and Led Zeppelin is only a
week away.

That 70's Porno

"...and this has been 'Hot Donna’. Signing off," Donna said as she clicked off her mic
and played her last musical track of the night. The director in the sound booth gave her a
thumbs-up which she returned before taking her ear phones off. She stood up just as the
door to the DJ's booth opened and a tall, older man with fly away gray hair and a leather
jacket entered.

"Oh wow, Mr. Johnson," she squealed in delight, "It's so good to meet you."

"I'm sure it is," he said smugly. "And please, call me Dick."

Donna giggled and absentmindedly fiddled with her long, red hair. "O.k., Dick. I
can't believe I'm meeting the promoter for Led Zeppelin!"

Dick looked up and down the tall, young woman. His eyes got stuck at her large
chest for a moment before meeting her eyes. "You can believe it. I've been with them for
years."

"Oh wow," Donna giggled again. "And are you doing a promotion here at the
station?"

Dick nodded. "I'm giving away two free tickets to the Zeppelin concert this weekend
and I thought some lucky radio listeners would like the chance to win them."

"I'd do anything to win a pair of Led Zeppelin tickets," Donna said enthusiastically.

Dick raised an eyebrow and looked the girl up and down again. She was wearing
hiking boots, faded and worn jeans that couldn't hide her long legs or small waist, and a
open flannel shirt over a white T-shirt that did nothing to hide her large breasts.
"Anything?" he asked with a knowing smirk.

Donna opened her flannel shirt more to emphasize her large chest. "Anything," she
responded in a husky voice as she stepped forward and pressed her chest to Dick's.

*Boom chica bow wow*

Donna plunged her tongue into Dick's mouth, wrestling enticingly against his own
tongue and he responded vigorously. She slowly sank to her knees, sliding her large chest
down him until she was facing the bulge in his artfully ripped jeans. She deftly opened his
pants and his erect cock popped out immediately, almost hitting her in the face. "Oh Dick,
I'm so glad to see that you're such a big fan of Led Zeppelin," she cooed as she wrapped her
warm hand around the base of his cock and slowly began jerking him off. She cupped his
balls in her other hand as she began swirling her wet, pink tongue around the tip of Dick's
prick before swallowing the first couple of inches of his shaft.

"Oh baby," Dick groaned as the sexy red-head began bobbing her head back and forth
around his cock, rubbing the large vein with her talented tongue. "Suck it. Suck that
meat stick."

Moaning lustfully, Donna took half of Dick's dick into her mouth, jerking on the last
half with one hand and massaging his balls with the other. She began twisting her head
from side to side, rubbing his cock-head along the insides of her cheeks as she twisted the
base of him in the opposite direction. She was slurping noisily on his pole as strands of
saliva began to drip off of her chin, dangling momentarily before breaking and dripping onto
her chest.

"Oh yeah, suck that cock," Dick gasped as he held Donna's hair out of her face and
rocked his hips back and forth, fucking her eager mouth, "Suck it like the little slut you are."

Donna sucked as hard as she could on Dick's dick, her cheeks hollowing as she jerked
the base of his cock with one hand and fondled his balls with the other. Her warm, wet
tongue lashed against the length of him as she moaned and stared up at him. Normally
she’d be violently insulted by being called a “slut” but this was for Led Zeppelin tickets so
she decided to let it go and instead of punching him in the balls she continued to caress
them.

Dave felt his balls boiling and began fucking Donna's face faster as he groaned, "Yeah,
you take that cock. Take that cock, honey." He held onto the sides of her head and began
thrusting deeper, his prick sliding in and out of her clutching throat as his balls bounced off
of her spit wet chin.

Gagging a little as Dick's prick slid into her throat, Donna began bobbing her head in
time to his insistent thrusts, the soft tip of his cock hitting the back of her mouth. She
never broke eye contact with him as he fucked her mouth harder and faster while she placed
her hands on his hips to balance herself.

Dick's eyes rolled up into his head and he groaned in pleasure before pulling his cock
out of Donna's warm, heavenly mouth. "You ready, baby? You ready for daddy's juice?"
he grunted as he aimed his cock at the beautiful DJ's up-turned face and began fisting
himself.

"Oh give it to me," Donna said with a lusty giggle, "Gimme that cum." She opened
her mouth wide and stuck out her tongue, waiting patiently for Dick's hot load. And then
with a throaty moan he came, his white seed splattering across her face as he moaned in
pleasure.

Dick shook the last of his cum into Donna's mouth before chuckling and tucking his
softening dick back into his jeans. "Wow, you certainly earned these," he said as he pulled
two tickets out of his back pocket.

Donna jumped up excitedly and swiped the tickets out of Dick's hand. "That's great!
My boyfriend is going to be so excited!" she said before trying to hug the aging promoter.

"That's alright," Dick said holding his hand out to keep the cum stained young girl from
dripping on him. "Just… you and your boyfriend have fun."

Forgotten in his Booth, the studio director gave Donna another thumbs-up.

--Early Sunday morning, Eric Foreman's basement

"Oh my God, Eric, you won't believe this!" Donna shouted as she ran through the
outside door to the basement of her boyfriend's house, "I scored us two tickets to Zeppelin!"

Eric's skinny body slid off his couch as he was startled awake. "Huh, Wha?" he
mumbled as he stood up and rubbed the sleep out if his eyes.

"Zeppelin," Donna repeated as she waved the tickets in front of his face, forgetting to
close the basement door.

Eric's vision cleared as he stared at the tickets. "Oh, wow. How'd you get these?"
he asked in wonder.

Donna thought it over for a minute before deciding not to answer, "Just a
promotion," she said quickly, "But how great is this?"

"You are the greatest girlfriend... Ever!" Eric exclaimed.

Donna smirked as she looked up and down her boyfriend like a piece of meat wearing
a T-shirt and bell-bottoms. "Then why don't you show me some appreciation," she said in
her husky voice.

Eric smiled excitedly as he wrapped his arms around Donna's waist and moved in for a
kiss before she placed a finger on his lips to stop him.

"Um, I had garlic and onions, you might not wanna do that," Donna said I seriously.

"That's fine by me," Eric said as he began nuzzling Donna's slender neck, "There's
plenty of other places I can kiss you."

*Boom chica bow wow*

Donna giggled and then moaned as Eric slid his hands up her sides and gave her large
tits a firm squeeze. He slid his thumbs over her erect nipples beneath her shirt and her
voice caught in her throat before she moaned again as she reached down and grabbed his
rapidly thickening cock through his jeans. She massaged his hard prick as he began lifting
her T-shirt off to reveal her firm, brainless tits.

"Best... girlfriend... Ever!" he said cheerfully before bending down and sucking hard on
one of her erect nipples.

Donna giggled again as Eric started sucking on her other tit. "I know how much
trouble you have," she said as she released his prick and used her free hands to pull her shirt
off completely.

"Red always said I was never good with my hands," Eric said sheepishly.

"But you make up for it in other ways," Donna said playfully as she started massaging
his cock again.

"I love your jugs," Eric said before motor-boating his girlfriend, causing her to giggle.

"Sweet talker," Donna said with a roll of her eyes. She pulled Eric away from her
large chest and got down on her knees.

"Hey, I thought I was supposed to be kissing you in other places," Eric said as he
helped Donna take down his pants.

"And you will," Donna said as she yanked down Eric's pants and underwear revealing
his hard, throbbing prick, "I just got inspired at the radio station." She gripped his cock at
the base and gave it a couple of firm tugs before swirling her warm, wet tongue around the
tip.

Eric's head rolled back as he groaned in pleasure at his girlfriend's amazing oral talents.
"What inspired you?" he asked as he rolled his hips trying to get his dick into Donna's mouth.

Donna thought about the concert promoter and Led Zeppelin as she sucked the first
few inches of Eric's prick into her mouth, her tongue fluttering around it wetly. "Just the
tickets," she said a little defensively. She looked up and noticed Eric about to ask
something else so she quickly inhaled his cock completely, the tip sliding into her clutching
throat and his question was lost in a moan of pleasure. She bobbed her head back and
forth slowly, massaging him firmly with her tongue as he began rocking his skinny hips and
fucking her mouth.

Eric enjoyed the way his balls slapped against Donna's chin as he slowly fucked her
talented mouth. He softly gripped the sides of her head to steady her as he slid his prick in
and out of her beautiful face.

"Okay, my turn," Donna said as she pulled Eric's dick out of her mouth. She stood up
and began yanking her jeans over her wide hips and down her long legs as her boyfriend
began helping her lay down on the couch. They kissed deeply before he began kissing
down her body, sucking on her nipples, nibbling in her firm tits, and licking down her torso
until she was panting in anticipation by the time he got down between her legs.

Throwing Donna's legs over his slender shoulders, Eric reached underneath her to
grasp her thick ass, holding her in place as he began nuzzling her wet pussy. He rubbed his
nose against her clit as he began licking at her dewy labia while she gripped his hair and
began rubbing herself up against him, slowly humping his face. He slid his tongue between
her pussy-lips, making her squeak with pleasure as he found her hot hole. He began
thrusting his tongue into her pussy like a small cock, squeezing her ass before licking up her
slit to her hard clit.

"Do it, Eric, do it," Donna moaned as he switched between licking her boiling cunt and
sizzling clit over and over again just as she taught him. "I'm gonna... I'm gonna..." she
panted as her strong thighs locked around his head, holding him in place, "I'm gonna... cum!'
she cried out as her orgasm washed over her, her entire voluptuous body twitching and
seizing in pleasure.

As Donna moaned in contentment while riding out her orgasm she didn't notice as
Eric's arms began flailing wildly below her. She felt a sharp slap on both of her thighs and
looked down at her suffocating boyfriend. "Oh geez, Eric. I'm sorry," she said with a
giggle as she opened her legs and released him.

Eric's head popped up from between Donna's thighs, his hair wild and mussed.
"Totally worth it, " he said with a wild grin causing his girlfriend to break out in laughter.
He crawled up her long, voluptuous body until she was on her back with him between her
wide spread legs. She was taller than him by a few inches and it made it perfect for him to
lick and suck at her considerable chest as he began sliding his cock into the tight sheath of
her wet pussy.

"Oh, Eric. I taught you so well," she cooed as his dick slowly parted her hot walls,
filling her and stretching her in all the right places. He bottomed out inside of her and
began pulling back out slowly, softly fucking her as he sucked on her hard, tingling nipples.
She wrapped her long legs around his skinny hips and angled her waist up giving him the
perfect angle to fuck her right. She wrapped her arms around his neck to keep him at her
chest and to guide him to where she wanted his tongue next as she relaxed and let him do
all the work. His prick slowly began to go faster, her large tits jiggling and swaying with the
impact of his hips against her own and she moaned in delight.

"Almost... Almost there, Eric," Donna panted as she felt another orgasm begin to rise.
"Up... up just.... just a little," she gasped and then moaned as the soft head of Eric's prick
rubbed along her G-spot. She raised her hips up to grind her clit against his groin as her
thighs tightened and she squeezed his head to her wildly heaving chest. "I'm... I'm... I'm
cumming!" she gasped as her body began convulsing beneath his, her warm juices gushing
out and covering them both. She felt him seize above for a moment before she felt his
thick cum fill her convulsing pussy triggering another orgasm to wash over her.

As their teenage bodies began to relax, Donna released Eric who sat up on his knees
and stared down at her in all her naked glory. "You didn't almost suffocate this time, did
you?" she asked with a sloppy grin.

Eric thrust his arms up like he had just won a prize. "Totally worth it," he grinned.

"Dork," Donna said with a laugh as she pushed Eric off of her with her foot. "Get my
clothes. The guys should be here soon," she said as she stood up and began cleaning up.

As Donna and Eric began to redress, their friend Fez put away his spent cock and
zipped himself up. hidden in the old, unused shower in the corner of the basement. He
straightened his clothes and nearly cried out in shock at the unexpected sound if the
basement door opening.

"Hey, guys. What's up," Hyde said in his usually bad boy tone of voice. He had his
usual pair of sunglasses on, whether it was day or night, and a rock T-shirt. He walked past
the now dressed couple and took his usual seat at the chair next to the couch.

"You'll never guess what I heard,” their other friend Kelso shouted as he fell onto the
end of the couch in his usual overly enthusiastic way. If he hadn’t been extremely tall and
handsome he would have been the biggest dork in school but luckily for him his model level
of good looks saved him. "Led Zeppelin is coming to town!"

"They already know that you big dork," Jackie, Kelso’s younger girlfriend said in her
usual bitchy way. If her wide eyes, dark skin, and black hair hadn't made her one if the
hottest and most popular girls in school, Kelso would never had started dating her and the
gang would never have to put up with her, "Donna was the one who announced it on the
radio." She sat down on Kelso's lap and squirmed around a bit to get him semi-hard just so
he didn't forget whose ass it was he lusted after.

Taking the opportunity to make a quick exit from the shower, Fez stepped out from
behind the shower curtain and tried to pretend like he had just gotten there. "Hello guys,
I'm just getting here the same as you all," he said with his strange combination of lisp and
some foreign accent that nobody could place. He brushed his dark hair out of his eyes and
sat down as nonchalantly as possible.

Hyde looked at the foreign exchange student suspiciously. "Fez-man, where'd you
come from?"

Fez held his hands up innocently. "What? I followed you here."

"No you didn't," Jackie said flatly, "Or I'd have felt your eyes crawling over my butt."

"Oh ho! Burn!" Kelso said before thinking about it. "Wait?"

Donna looked from Fez to the door and then the shower next to it. "Wait. Were
you spying on Eric and me from the shower, you perv?!" she asked angrily.

Hyde laughed as Fez blushed and Donna got angrier. "Ha. Spying on Donna and
Foreman doing it. Nice," he chuckled.

"I was just looking for candy," Fez said meekly.

"I'll show you candy!" Donna yelled as she lunged at Fez.

Eric quickly grabbed his girlfriend around the waist and pulled her back to the couch as
she struggled to reach the scared foreigner. "Donna, I think he already saw your candy."

"Who cares about Donna's candy," Jackie said, waving everybody off and not noticing
Kelso giving Fez a high-five, "Tell us about the concert."

"I'd like to hear some more about Donna's candy," Hyde said with a wicked smirk.

"I'll show you candy," Donna growled as she lunged at Hyde.

Eric once again restrained his girlfriend as he said, "Donna, sweetie? It's not really a
threat to show guys your candy." He looked over at Jackie as Donna began to cool down
and asked, "And why do you care about Zeppelin? They put out a disco album nobody told
me about?"

Jackie sighed in frustration. "It's because other people care about Led Zeppelin and if
I go then they'll be jealous. See?"

Everybody stared at Jackie and her strange attempt at logic. "What?" she asked.

"And on that note, I'm outta here," Hyde said as he stood up left.

Jackie looked around at everybody leaving. "What? OhmyGod, is it my hair?"

-----

When Kelso had left the basement with everybody else he had spent twenty minutes
waiting to make sure everybody had left before driving his van back to Foreman's. If there
was one thing he liked more than everything else about Eric's sister it wasn't her blonde hair
or her blue eyes. It wasn't her great body, her medium sized, perky breasts or her heart
shaped ass. It was that she was really slutty.

As Laurie slid her tongue into Kelso's mouth he slid his hand underneath her flimsy
T-shirt and squeezed her firm boob. He loved her boobs, at least a cup sized bigger than
Jackie's and her nipples were nearly always hard. He loved her nipples, they were so pink
and cute and she let him play with them whenever she felt like it.

"You have really great boobs," Kelso said as he began kissing down her neck.

Laurie broke the kiss and fake pouted at Kelso. "You only like me for my breasts,"
she said, crossing her arms under her chest to lift tits up.

"No I don't," Kelso pleaded, "You've also got a great butt, too."

"Awww, that's so sweet," Laurie cooed before returning to the kiss. She enjoyed
teasing Kelso, it reminded him who was really in charge of their relationship. Not that
there was a relationship, she was basically just using him out of boredom but he'd do for
now.

Suddenly the side door to the van opened and Jackie glared evilly at them both. "I
knew it!" she shouted before climbing into the back. "Michael, you cheater!" she yelled
before punching him in the shoulder. "And you," she barked as she pointed to Laurie, "You
slut."

Laurie puffed her chest out and stared daggers at Jackie. "Well maybe he wouldn't
need to cheat if he had a real woman as a girlfriend," she said before yanking Kelso by his
shirt and kissing him deeply.

Jackie huffed. "I am so a real woman," she said before pushing Laurie back, grabbing
Michael by his shirt, yanking him forward and kissing him just as deeply.

*Boom chica bow wow*

Laurie glared at the kissing couple before pulling off her shirt to reveal her medium
sized bra-less breasts. "I don't think so," she growled before yanking Kelso by his hair,
causing him to cry out in pain, and pulling him to her chest. He immediately began
grabbing her tits and sucking at her hard nipples as she smiled wickedly at Jackie.

"Slut," Jackie said before yanking off her own shirt. Unlike Laurie she was wearing a
bra and quickly pulled it off to reveal her own small, firm breasts and hard, dark nipples.
She grabbed Michael by his hair and tried to yank him towards her but Laurie reached out to
grab his hair as well, both girls yanking him back and forth causing him to yell out in pain.
Darting her hand out she pinched one of the slutty blonde girl's nipples making her squeal
and release Michael. She stuck her tongue out at Laurie as her boyfriend began sucking
and squeezing her smaller breasts.

Once again glaring at Jackie and Kelso, Laurie came up with an idea, something she
doubted Jackie would out do her on. Leaning forward she grabbed the back of Jackie's
head to hold her still as she pressed herself against the dark haired girl and Kelso. With
Jackie trapped in her hands she forcibly kissed the younger girl, her tongue thoroughly
exploring the smaller girl’s warm, wet mouth.

Enjoying the feel of two, soft, silky breasts smothering his face, Kelso licked and
sucked between the two women's chests. He wrapped his arms around their waists as he
switched back and forth between the two girls until he heard them moaning above him.
Pulling his head out from between Laurie and Jackie's bodies he saw them kiss passionately,
the breasts pressed firmly together without him to separate them. "Oh yeah!" he cheered.

Breaking the kiss, Laurie slowly caressed Jackie's small tits, the dark haired girl's eyes
half closed and unfocused because of the kiss. Smirking wickedly to herself in pride before
she turned her attention to Kelso who was watching in open mouthed joy. "Like what you
see?" she asked knowingly. He nodded his head enthusiastic and she said, "Then show
me," before attacking his tight jeans. Her knowledgeable hands quickly had his stiff prick
out and she bent over and engulfed half of his shaft, bobbing her head up and down.

Jackie quickly came to her senses when she heard Michael moaning in pleasure. She
glared evilly at Laurie as she sucked her boyfriend's cock and Michael just let her. "Hey!
That's mine!" she said as she bent down and began licking Michael's cum filled balls. She
tried to push Laurie out of the way but the older girl was bigger than her and refused to give
up Michael's prick. As she licked and sucked her boyfriend's balls she tried to think of what
to do to out do the slurry blonde slut and then had an idea.

Ignoring Michael staring at her chest, Jackie scooted behind Laurie, the equally topless
girl's ass high in the air. She bent forward, her tits pressed against Laurie's lower back, and
reached underneath her and quickly undid the buttons on her tight jeans. Bending back up
she gripped the sucking blondes jeans and before Laurie could object she yanked them down
over her ass to her thighs. Laurie tried to pull back from Michael’s cock but she pushed her
forward, forcing her to deep-throat the stiff prick, and shoved two fingers deep into her tight
cunt.

Laurie squealed around Kelso's cock as Jackie began finger-fucking her. She began
unconsciously pushing her pale ass back against the brunette girl's hand, fucking herself with
Jackie's fingers as Kelso thrust himself into her gasping mouth. Coming to her senses,
Laurie forced Kelso back until his prick popped out of her mouth and stared back over her
shoulder at the smirking Jackie.

"I knew you must be some kinda lezbo," Jackie said with a wicked grin as she
continued fingering Laurie's wet cunt.

"I'll show you ‘lezbo’," Laurie snarled before leaping back and landing on top of Jackie.
She quickly pulled the younger girl's pants and underwear off and threw them over her
shoulder. Jackie's clothes landed on Kelso's head but Laurie didn't pay attention as she
roughly pushed Jackie onto her back and crawled between her legs. She wrapped her arms
around the smaller girl's slender thighs, trapping her before bending down and thrusting her
tongue into the younger girl’s wet pussy.

"Ohhhh m-y-y-y G-G-God," Jackie stuttered as Laurie did things with her tongue she
didn't know was possible and making her pussy gush.

"Oh my God!" Kelso cheered as he stared at Laurie's wet, pink slit.

Laurie plunged her tongue in and out of Jackie's cunt like a small cock. Nuzzling her
nose against the bitchy brunette girl's hard little clit before she glared up at her. "Who's
the lezbo now?" she asked snidely.

"St... still you, stu... stupid," Jackie stuttered as she uncontrollably rolled her slender
hips up towards Laurie's talented mouth.

Laurie stopped licking for a moment as she thought over what Jackie had said. "Oh.
Right," she grumbled as she realized the younger girl had a point. She suddenly dropped
Jackie's legs and sat up, knocking Kelso backwards when he had been trying to sneak up
behind her to stick his dick in her pussy without her knowing. She shoved Jackie back down
when the young girl tried to sit up and then quickly pivoted around until she was straddling
her face.

“Now who’s the lezbo,” Laurie chuckled as she began rolling her hips, forcefully
humping the younger girls face. She placed her hands on Jackie’s chest and began idly
playing with her small, brown tits and pinching her nipples as she rode her. She didn’t even
pay attention to Kelso as he stared at what was happening, slowly playing with his erection
as he watched her domming Jackie.

Jackie automatically started licking at Laurie’s wet cunt as Foreman’s sister rode her.
Without even thinking about it she wrapped her arms around the bitchy girl’s thighs to hold
her to her mouth as she plunged her tongue into Laurie’s hot pussy as deeply as she could,
moaning in lust. Then she realized that Laurie was winning.

Sliding her arms up Laurie’s body, Jackie gripped the blonde girl’s firm tits, stoking
them lightly before grabbing and twisting them as hard as she could and causing Laurie to
scream in pain. Tossing the bitchy girl off of her, Jackie got up on her knees. “You ain’t
winning that easily,” she practically growled.

“Fuck you, bitch,” Laurie snapped back.

“Fuck you first, bitch,” Jackie snapped.

Kelso continued tugging on his prick as he watched the girls glare at each other.
When they didn’t automatically start fighting again he was afraid that his little show may
have been over with. “Ladies, there’s no reason we all can’t get along,” he said with a
smile as he slowly started crawling towards the two naked girls, “Now why don’t you two
just kiss and make up?”

“Shut up, Michael!” Jackie said as she glared at her boyfriend from over her shoulder.

“Yeah, shut up, Kelso,” Laurie agreed.

“Don’t you tell my boyfriend to shut up, skank!” Jackie ordered as she turned back to
glaring at Laurie.

“If he was your boyfriend why has he been fucking me?” Laurie answered as she
smirked evilly and placed her fists on her hips.

Jackie thought it over for a moment before looking over her shoulder at Michael.
“Why have you been fucking her?” she asked with a cocked eyebrow.

Kelso tore his eyes away from Jackie’s pert ass. “Huh? Wha?”

“Yeah, Kelso. Why have you been fucking me behind your girlfriend’s back?” Laurie
asked with a sneer, trying to take the blame off herself.

“Well... I, uh...” Kelso stammered.

“This is all your fault!” Jackie snapped before slapping Michael on the chest.

“Yeah, Kelso. This is all your fault,” Laurie agreed before crawling over and slapping
him as well.

Both girls began slapping Kelso over and over again. He threw his hands up to
protect himself but he was out numbered and both girls continued to viciously slap him
repeatedly until he was curled up in a ball on the floor of his van. “I’m sorry, I’m sorry…”
he pleaded.

Suddenly Laurie stopped her assault and looked over at Jackie. “I’ve got a idea.
Grab his T-shirt.”

Jackie huffed and placed her fists on her hips defiantly. “Don’t you tell me what to
do, slut.”

Laurie sneered at Jackie. “Okay, I’m a slut, so who’s better at torturing men?”

Jackie thought it over for a moment before shrugging her shoulders, her petite breasts
jiggling slightly. “Okay,” she chirped before grabbing Michael’s T-shirt and handing it to
Laurie.

In a few minutes Laurie, with some help from Jackie, she had Kelso’s hands tied up
with his T-shirt behind his back and his underwear stuffed into his mouth. He mewled
pitifully as both girls looked over their handiwork with their hands on their hips and a smirk
on their lips. Laurie looked over at Jackie and nodded her head. “Good work.”

“Now what?” Jackie asked with a shrug.

“This,” Laurie said as she wrapped her arms around Jackie’s slender hips and leaned
over. She kissed the younger girl fully on the lips, her tongue sliding between Jackie’s lips
as she pressed her body towards her. Their chest were pressed tightly together, their
breasts bulging out from their sides as Jackie returned the kiss.

Slowly Jackie broke the kiss. “What was that for?” she asked breathlessly.

“Torturing Kelso,” Laurie said with a grin before both girls looked over at him and
giggled. His erection looked like it was throbbing painfully as he struggled with the T-shirt
binding him, his eyes wide. Giggling, Laurie rubbed her naked body against Jackie and
tightened her arms around the other girls waist, her hands trailing down to cup the younger
girl’s pert, little ass.

Jackie shrugged her shoulders before wrapping her arms around Laurie and rubbing
her slender chest up and down the other girl’s. “Y’know, this must be the upside to being a
slut,” she said before kissing the blonde girl.

Laurie smiled in malicious glee. “Let me show you the ‘downside,” she said before
kissing Jackie. She slowly began kissing down the younger girl’s neck to her slender chest,
licking across her small breasts and suckling gently at her hard, brown nipples causing Jackie
to moan out. She cupped the dark-haired girl’s taunt ass as she kissed across her chest to
her other firm tit and then began licking down to her flat stomach.

“Ohhh, I can see why the guys like sluts so much,” Jackie giggled as Laurie began
licking her belly-button causing her stomach to flutter in excitement. She groaned as the
blonde girl ran her hand up the inside of her thighs until Laurie was cupping her wet pussy
lightly causing Jackie to begin rocking her hips against her.

Laurie sat up on her knees with her hand still cupping the dark haired girl’s dripping
pussy. She kissed Jackie lightly on the lips and then used her free hand to push the
cheerleader down on her back. Jackie automatically opened her slender legs to let Laurie
in as they began kissing feverishly again. Moving herself around, Laurie straddled Jackie’s
head and then leaned down in a 69, holding the younger girl’s quivering thighs tightly.

Kelso’s eyes were wide as he watched the two girls begin to eat each other out, nearly
choking on his underwear. Most of the good stuff was blocked out since they were laying
on their sides to him but he could hear their moans and groans clearly as their heads moved
around between their legs and their hands gripped their asses. He groaned out as his cock
throbbed in pain and his balls ached with release.

Laurie attacked Jackie’s hot pussy with the skill of a much more experienced lezbo.
In no time she had the younger girl’s pussy gushing, her juices soaking the floor of the van.
Jackie was rocking her hips up against her face, trying to get her to tongue-fuck her more,
harder, faster, whatever she could do and Laurie enjoyed the thrill of making the bitchy
cheerleader desperate to make her cum.

Jackie was practically growling as she humped up against Laurie’s face as she licked
hungrily at the older girl’s pussy. She could tell that the blonde girl had done this before
and she was definitely better at oral than Michael was and she tried to match everything
Laurie was doing to her. She decided she must be doing something right by the sounds the
older girl was making and how wet her pussy was becoming so she doubled her efforts,
jabbing Laurie’s cunt with her tongue like a tiny cock.

Both girls were writhing on the floor of the van, their moans and groans of lust
drowning out the sounds of Kelso struggling against his T-shirt in desperation to join in.
Suddenly both girls yelled out in mutual orgasm, the sounds of their pleasure muffled by
each others wet, gushing cunts. They held tightly to each others bodies, rolling their hips,
grinding against each one’s eagerly lapping mouths as they came, drinking down their warm
juices as Kelso’s cock exploded. His thick load shot up impotently into the air to splatter
down on the floor as he watched the girls relax into each others arms.

After relaxing for a few minutes, Jackie and Laurie slowly untangled themselves and
rolled away from each other. Both of them slowly sat up on their elbows and looked at the
other one. “Lezbo,” they both sneered at each other at the same time. “Bitch,” Laurie
said at the same time that Jackie said, “Slut.” Glaring at each other evilly they heard Kelso
struggling in the corner and stared at him. “And don’t think we forgot about you!” they
snapped at him in unison.

“What?” Kelso said, muffled by his underwear.

The girls quickly got dressed and opened the side of the van. Laurie slid out and
immediately saw Fez, staring though the side window with a massive erection tenting his
pants. “Pervert!” Laurie said before slapping him across the face and walking off.

Jackie crawled out next and fumed at the foreign exchange student. “Fez! What
did I tell you about sneaking up on me?” she growled before slapping him across the other
side of his face and storming off towards Donna’s house.

Suddenly, completely naked, Kelso fell out of his van at Fez’s feet, still tied by his
T-shirt. His underwear fell out of his mouth as he looked up at his friend. “Hey, Fez,
what’s up?”

-----

Later in the afternoon the gang helped Jackie move her stuff in Donna’s room. With
her dad gone and her mother off to who knows where, the young cheerleader literally had
no where or anyone to take care of her so, against Donna’s better judgment, Donna and her
father offered their home to her. And Donna was already beginning to regret it.

“What the hell is in this box?” Donna grunted as she hefted on of Jackie’s many, many
boxes up to her room. With no other spare rooms she had no choice but to let Jackie sleep
in her room on a small mattress in the corner. “Seriously, it feels like it’s full of bricks.”

Jackie looked over the box and then went back to unpacking the small one she had
brought up. “Those are my Jordash jeans collection,” she said simply.

“How many jeans are in here,” Donna grunted as she let the box fall on the floor.

“52,” Jackie said matter of factly as she pulled her underwear out of her box and
placed it in the dresser.

“Who the hell needs fifty two pairs of jeans?” Donna asked angrily.

Jackie looked at Donna as if the tall red-head had asked the stupidest question she
had ever heard. “There is one pair for every week of the year and then you rotate them
out on a daily basis,” she said like a teacher explaining a simple math problem to a troubled
child.

Donna glared at Jackie.

“What?” Jackie asked defensively, “They make my butt look great.”

“She does have a great butt,” Kelso agreed as he came in carrying another large box.

“Shut up, Michael!” Jackie yelled, “I’m still mad at you. But thank you.”

Donna pointed at the box Kelso had brought up. “And what’s in there?”

Jackie looked over at the box. “That’s my fall Christmas sweater collection,” she
chirped.

Rolling her eyes Donna grunted, “Basement.”

“But I need those,” Jackie whined.

“Basement, Kelso,” Donna ordered, “And take these with you.” Donna threw her box
of Jackie’s jeans on top of Kelso’s box of Jackie’s sweaters and pushed him out of her
bedroom.

“Ohhh, what’s this,” Fez said in his foreign accent as he help up a pair of Jackie’s
panties.

“Drop them, you perv,” Donna and Jackie yelled at the same time.

Fez made a move like he was going to comply but the moment the girls backs were
turned he shoved the lacy pair of panties in his pocket just as Foreman appeared in the
doorway carrying another box.

“I got a box that says...” Eric started.

“Basement,” Donna ordered without even caring what was in the box.

Jackie stomped her foot and pouted. “But you don’t even know what they are,” she
whined.

“We’re out of room,” Donna said sharply. “Eric. Basement. Now,” she ordered.

“Yes, ma’am,” Eric said with a mock salute, almost dropping the box.

Hyde started walking into the room from around Foreman carrying another box...

“Basement,” Donna ordered.

...and then walked right back out again.

The afternoon turned to early evening before the gang finally got everything unloaded
and got together one more time in Donna’s room.

“Ohh, what’s this,” Fez asked now holding up a pair of Donna’s panties.

“Drop them, you perv,” Donna and Jackie yelled at the same time.

Once again, Fez moved like he was going to put the panties down but when no one
was paying attention he shoved them in his other pocket.

“Thanks, guys, for helping,” Donna said, “But it’s time for bed.”

“Great idea,” Kelso said before collapsing on Jackie’s bed.

“Yeah, great idea,” Eric agreed before falling down on Donna’s bed.

“You’re not sleeping over,” Donna said grinning as she pulled Eric out of her bed.

Kelso looked up at Jackie and batted his eyes at her. She smiled sweetly down at him
and then started kicking him as hard as she could.

“I’m still mad at you, Michael!” she yelled as she continued kicking him out of the
room.

As the boys started leaving, Fez crept towards the back of the group and then bent
down below eye level. When everybody's backs were turned he crept into Donna’s closet
and closed the door just enough to leave a small crack to peer out of.

Donna closed the door behind the guys before turning back to Jackie. “Guess we’ll
get dressed for bed, roomie,” she said with a shrug of her shoulders.

“Great!” Jackie chirped. “We can do each other’s hair and talk about boys and...”

“Uh, that’s seems a bit much for your first night,” Donna said. “Let’s save that for
another time.”

“Sure thing, roomie,” Jackie excitedly agreed, “It’ll be just like a sleep over.” She
immediately took her top off followed by her bra, exposing her small breasts without any
sign of embarrassment or shame at being topless.

The moment Jacked bared her chest, Donna immediately blushed and turned her head
away. “You must change a lot in the gym with the other cheerleaders,” she said as she
began unbuttoning her flannel top.

“Oh yeah. No room for privacy down there,” Jackie said matter of factly as she
pulled her tight jeans and panties down. Completely nude she walked past the closet, (and
Fez) to the dresser and pulled out her pajamas.

As Jackie bent at the waist to pull out her sleep ware, Donna had an unobstructed
view of the younger girl’s tight, puckered asshole and plump pussy. Her face turned scarlet
and she immediately turned around again as she pulled her shirt off her arms and began
unfastening her bra. She tried her best to keep her back to Jackie as she reached down to
grab the over-sized T-shirt she usually wore to bed when she heard the cheerleader gasp.

“Oh my God, Donna! Are those yours?” Jackie asked in wonder as she stared
wide-eyed at Donna’s large, firm breasts dangling beneath her. Jackie was wearing her
pink, button up, pajama top but hadn’t yet gotten her bottoms on when she had noticed
Donna’s large tits swaying around from the corner of her eye.

Donna quickly tried to cover her chest with one arm as she looked around the room,
trying to find what Jackie was talking about. “What? Are what mine?” she asked in
confusion.

Jackie walked straight over to Donna and yanked her arms away from her impressive
chest. “Those. They're huge!” she gasped.

“Knock it off, you lezbo,” Donna chuckled as she pulled her arms away from Jackie
causing her large tits to jiggle enticingly on her chest. “Let’s get dressed and get some
sleep. I’ve been awake since I went into the radio station yesterday night.”

As they finished getting dressed for bed, Donna sat down on her bed and turned to
Jackie. “So why are you so mad at Kelso,” she asked as she watched Jackie brush her hair.

“Oh, I finally caught him with that skank Laurie,” she said matter of factly.

“That pig,” Donna growled. “What’d you do?”

“Laurie and I tied him up and then fucked each other in front of him,” Jackie said as
she struggled not to lose count of how many hair brush strokes she was on.

“You what!?” Donna gasped.

“Then we tossed him out of the van,” Jackie continued.

“How the hell did you come up with that as a way to get back at him?”

Jackie thought it over for a moment. “Huh. It was kinda Laurie’s idea I guess,” she
said before realizing she had lost track of how many strokes she was on and gave up.

Donna watched as Jackie sauntered over and sat next to her. “And... Have you done
that a lot. With girls I mean?” she asked the younger girl.

Jackie shrugged her shoulders. “Some of the cheerleaders kinda fool around some
times in the locker room. Why? Have you ever done it? With a girl, I mean. I know
you and Eric have...”

“Not with a girl,” Donna confessed. She looked away from Jackie for a moment
before looking back again. “I mean... I guess I’ve always been curious...”

“Well here,” Jackie chirped as she slapped her thighs excitedly, “Let me show you.”

*Boom chica bow wow*

Leaning over to the much taller girl, Jackie reached up and gave Donna a quick peck on
her lips. Donna kissed her back and then their kiss became longer. Their lips met for a
third time and Donna reached over and placed her hand lightly on Jackie’s slender thigh.
Jackie moved in closer as Donna moved her other arm around the much smaller girl, letting
her press her small chest against her larger one, their breasts touching lightly through their
bed clothes. The girl’s lips parted and their warm, pink tongues caressed one another as
Jackie wrapped one arm around the red-haired girl’s broad shoulders and her free hand on
Donna’s smooth, pale thigh.

In Donna’s closet, Fez yanked his pants and underwear down to his ankles and began
enthusiastically jerking himself off.

The two teenage girls pressed their bodies closer together, rubbing against each other
as they laid down sideways on the bed. Jackie slid slightly on top of Donna and began
kissing down the red-haired girl’s neck to the top of her flimsy T-shirt. The brunette girl slid
her hand down the taller girl’s body to the hem of her T-shirt, pulling it up her pale thigh.
Jackie’s hand slid just past Donna’s pussy mound as she raised the T-shirt up to her chest.

Donna moaned slightly as Jackie kissed the hollow of her breast bone before pulling
her shirt up over her large breasts. She slid her hand down to the hem of the smaller girl’s
pajama bottoms and slipped her fingers underneath the elastic as the brunette girl kissed
between her swaying breasts causing her to moan out in pleasure again.

“Oh wow. Those are huge!” Jackie gasped out as she stared at Donna’s wobbling tits
capped with hard, pale pink nipples. She pulled her hand out from around Donna to grasp
her firm tits, jiggling them around a bit before plunging her head into the taller girl’s
cleavage and motor-boated her.

Donna squeaked at Jackie playfully enjoying her tits before moaning as the
cheerleader began licking and sucking her firm breasts. Eric liked to do that as well. A lot
but she just didn't understand the appeal. The smaller girl’s wet, pink tongue slid over the
red-haired girl’s chest, caressing her from tit to tit and licking around the hard nubs of her
nipples. She arched her back up to give Jackie better access to her breasts, her hand
slipping into the brunette girl’s bottoms and squeezing Jackie’s firm ass.

Jackie licked and sucked on Donna’s tits until they were gleaming in the light, covered
in her warm saliva. She began kissing down the taller girl’s torso, licking around her
bellybutton before kissing down to the tops of the red-haired girl’s plain panties. She got
down on her knees next to Donna’s long legs before tugging her panties down her legs and
threw them over her shoulders. She spread her older friend's legs apart and crawled in
between her knees.

“We gotta teach you some landscaping,” Jackie said as she crawled between Donna’s
thighs and started digging through her friend's pubic hair.

Rolling her eyes in frustration at more beauty tips from her friend, Donna groaned,
“Shut up and lick me.”

“Just trying to help,” Jackie said with a shrug of her shoulders before draping Donna’s
legs over them. Donna pulled her T-shirt off and began playing with her large tits as the
younger girl gave a quick kiss to her dewy pussy lips. The red head’s hips jerked up as the
brunette girl’s tongue slid out between her lips and licked up the taller girl’s wet slit. She
circled Donna’s hard clit before licking back down to her sensitive taint, kissing her there
before slipping her tongue back up her wet cunt. Rolling her tongue up, Jackie pushed it
into the taller girl’s pussy, slowly tongue fucking her and causing Donna to gasp out in
pleasure.

“Fu-u-u-u-ck,” Donna stuttered as Jackie used her tongue like a small cock. Her
naked body twitched and jerked uncontrollably as the brunette girl pleasured her and she
reached down with one hand to hold the smaller girl’s head between her legs as she
humped her face.

Jackie held Donna’s drooling cunt to her face as she happily licked away between her
long, pale legs. She used her nose to nuzzle the taller girl’s clit as she slid and pushed her
tongue as far as she could into the red-haired girl’s pussy and made her gasp and moan in
pleasure.

As Donna felt her orgasm begin to rise she jerked her head up and used her grip on
Jackie’s head to pull her face up. “Fuckin’ get up here,” she ordered with a gasp.

“I always knew you were a great big lezbo,” Jackie said as she stood up and began
unbuttoning her pajama top.

“Look who’s talking,” Donna groaned as she watched Jackie uncover her small, brown
tits.

“Whatever, you big lumberjack,” Jackie said with a roll of her eyes as she nonchalantly
pulled down her pajamas, her small pussy already wet.

“You’re the one that’s apparently been fucking all the cheerleaders,” Donna gasped as
Jackie began crawling up on the bed, “Not to mention Eric’s sister.”

“Who doesn’t want to fuck a cheerleader,” Jackie said matter of factly as she straddled
Donna’s face backwards, “And Eric’s sister doesn’t count. I was seduced.”

“Whatever,” Donna said as she wrapped her arms around Jackie’s slender thighs and
the smaller girl leaned over her, wrapping her arms around her legs and bending closer to
her pussy in a sexy 69.

“You’re ‘whatever’,” Jackie said defensively as she extended her tongue again and
licked up Donna’s gushing slit. She could feel the red-haired girl bending up to reach her,
having more difficulty than she was due to their height difference. She scooted up the
taller girl’s chest until she could feel Donna’s face between her thigh and then went back to
work on her pussy. She sucked the older girl’s clit between her lips, licking it with her
tongue as Donna began sliding her tongue into her pussy, making her moan around the
red-haired girl’s clit.

Both girls began eagerly humping each others faces, bucking up against one another’s
mouths as they licked and sucked hungrily at their teenage pussies. Having never gone
down on another girl before, Donna was surprised at how much she enjoyed the taste of
Jackie on her tongue and shoved her tongue as deep as she could into the younger girl’s
gushing cunt. Jackie’s more skilled tongue wandered expertly over and inside of Donna’s
pussy, quickly bringing the red-head haired girl to the point of cumming.

“Oh fuck...” Donna gasped out in pleasure as her orgasm began to crest.

“God yesss,” Jackie moaned as her own orgasm roared through her slender body.

“Oh God fuck yesss...” Fez grunted in his strange accent as he came.

The two teen girls’ naked bodies seized as they came, their orgasms rolling through
them as their pussies gushed into one another’s’ bodies. They held each other to their
mouths, their warm, slick fluids filling their mouths, running down and soaking into the bed.
Their muscles twitched in pleasure as they rode out their orgasms, grinding against each
other, their naked bodies smashed together as they writhed against one another.

As their bodies began to relax, Jackie pulled her face up from between the wet
juncture of Donna’s trembling thighs, the red-haired girl’s juices dripping from her chin as
she looked over her shoulder at the taller girl. “Told you, you were a great big lezbo.”

“Shut up,” Donna said in frustration as her head collapsed against the bed.

-----

After a few hours of sleep, Donna’s snoring woke Jackie up and the younger girl nearly
growled in frustration. “Shut up, you big ‘ol lumberjack,” she snorted before throwing her
pillow a the red-haired girl. She rolled off of her small mattress and trudged out of the
bedroom, deciding to get something to drink before trying to get back to sleep.

As Jackie slumped out of the bedroom, Fez crept out of the closet. He took one look
at Donna’s slumbering form and wished he had more time before he turned around and
crawled out of the bedroom window.

Jackie made her way downstairs through the dark hallway and down the stairs and
nearly jumped in fright when she reached the kitchen. “Mr. Pinciotti! You nearly gave me
a heart attack,” she gasped.

Donna’s father, Bob, nearly dropped his sandwich as his head popped up from the
light of the refrigerator. “Jackie! What are you doing up so late?” he asked. His home
permed dark hair was flat on one side and his over-sized robe was open enough to show his
large stomach.

“Your daughter snores like a truck driver,” Jackie said bluntly as she turned the kitchen
light on, “And I wanted a glass of water.” She walked over to Mr. Pinciotti and looked over
the top of the refrigerator door at the giant sandwich he was holding. “What are you doing
up?”

Outside of the kitchen window, nobody noticed Fez landing awkwardly in the bushes.

Bob looked sheepishly from the teenage girl to his sandwich and back again.
Grunting he shoved his sandwich into the refrigerator and closed the door. “Oh, Donna
calls it ‘Nervous Eating’. Every time something happens I try to drown my sorrows in food,”
he said sheepishly.

“What are you nervous about?” Jackie asked, barely caring but she loved gossip and
mostly she just wanted him to move so she could get a glass of water.

“Midge is coming back tomorrow,” Bob admitted, “I finally talked her into trying to
save our marriage so she’s flying back from the coast.”

“So you guys are still separated, huh?” Jackie said bluntly as she stood with a hand on
her hip and finally noticed how pathetic Donna’s dad looked. And how lonely.

“Yeah. She hasn’t been home in months,” he said with a sad sigh.

Several things went through Jackie’s mind. Since dating Michael she had started
hanging out with his friends more than her own friends, mostly due to their supply of beer
and... other recreational supplies. In her group of friends she had been the one everybody
followed but in Michael’s group there wasn’t really anyone in charge, it was just usually
whoever had the stupidest idea at the time. But they always took care of each other which
was kind of an alien concept to her but she was learning. The look on Mr. Pinciotti’s face
reminded her of the times when Michael was sad and she decided to cheer up the much
older man who had taken her in.

“Y’know, Bob,” Jackie said as she took a step towards the older, out of shape man and
toyed with open flap of his robe, “Since you and Midge are separated it means your
technically not married right now,” she continued as she pressed her young, teenage body
against his, “And I really, really wanted to thank you for letting me move in,” she finished as
she got on her knees in front of him.

*Boom chica bow wow*

She opened his robe and wasn’t surprised to find him wearing a pair of tiger striped
underwear beneath.

Fez’s eyes shot open when he saw Jackie pull Bob’s cock out of his robe. He quickly
undid his own pants and pulled his prick out, fisting himself as he watched Jackie start to tug
on the older man’s rapidly hardening dick.

Jackie licked up the side of Bob’s prick from the base to the tip, swirling her tongue
around his head before licking back down. By the time her warm, wet tongue reached his
base he was completely hard and she began tugging on him as she licked up the other side
of his shaft, licked his tip again, and then back down. She kept perfect eye contact with
him, well, as much as she could over his gut, and used her free hand to stroke and massage
his dangling old man balls. He was easily the most disgusting guy she had ever blown but
she figured she owed it to him for being nice to her plus it would cheer him up. It was
really a community service if you thought about it.

Bob groaned as he stared down at the teenage girl and tried to suck in his gut so he
could see her better. He held himself up on the counter behind him as his hips rocked back
and forth automatically, lightly fucking her mouth. Her warm, wet, talented mouth. “Jeez,
and to think I liked her less than Donna’s other friends,” he thought to himself as he
struggled to keep his knees from going weak.

Jackie licked every inch of Bob’s surprisingly large prick until it gleamed in her small
hand before ducking her head down and extending her pink tongue out. She caught his
dangling sack with her tongue and drew it to her moist lips, kissing his sensitive skin before
licking his swollen ball. She licked and sucked on each of Bob’s cum filled balls and could
practically feel them churning in her mouth. When his balls were gleaming as much as his
prick she licked up the big vein underneath his shaft until she reached his tip, circling it one
more time before sucking it into her teenage mouth.

Groaning again as Jackie sucked his dick into her mouth finally, Bob’s eyes rolled up
into the back of his head as she swallowed the first few inches of him. Her tongue danced
around his cock eagerly as she began bobbing her head back and forth, enthusiastically
sucking him deeper and deeper into her mouth. She kept a hold of the base of him with
one hand while tugging on his balls with the other and he grunted as his soft cock head
bumped against the back of her tightly clutching throat.

Holding Bob into her mouth as far as she could, Jackie swallowed around his shaft,
humming around his girth. Still trying to keep eye contact with him she could see his eyes
fluttering and rolling back up into his head and she smiled around his shaft with pride at a
job well done. She pulled the hard prick out of her mouth, kissing the tip before swirling
her tongue around the tender tip and sucking it back into her mouth. She began fisting the
base, her lips meeting her fist as she bobbed back and forth, squeezing his balls and
humming. Suddenly his body lurched and she knew what was coming next.

Jackie let Bob’s dick rest on her tongue and opened her throat just as he came, his
thick load filling her mouth until her cheeks were bulging. She pulled his prick out and
opened her mouth to show the pudgy man his thick, creamy load before closing up and
making an exaggerated swallowing motion. Opening her mouth again to show Bob that
she had swallowed his whole load, Jackie smacked her lips and stood up. “Thanks again,
Mr. Pinciotti,” she said cheerfully and skipped merrily out of the kitchen.

“Didn’t you... I mean, didn’t you want a drink of water?” Bob asked, his robe still open
and his limp dick dangling.

“No thanks, I’m fine now,” Jackie said before heading back to bed.

Fez shook the last of his cum onto Bob’s flower patch before zipping himself up and
shuffling away home.

To be continued…