Michael was eleven years old when he discovered the photo in one of the Penthouse magazines that his parents kept on the lower shelf of their bedroom nightstand. The black-and-white shot had a vintage graininess, like a frame from an old silent film. In it, a group of schoolgirls have their backs to the camera. Two are standing near the wall, and the third is leaning over a wooden desk, holding an open book close to her face. The backs of their dark skirts are bunched up around their waists, exposing the cheeks of their bare bottoms like six lily-white half-moons. Behind them, in a starched dress, their female teacher sits rigidly on a chair. She holds a wide wooden ruler in her right hand, pointing it skyward as if contemplating the force and trajectory of her next swing.

Although the small picture was quite innocuous compared to the adjoining color spreads, Michael was intrigued. He kept sneaking peeks at it, even when his parents were in the next room. Michael's mother and father never spanked him. Few of his friends had parents who spanked them. California in the '70s was just not a place for a young kid with a budding spanking fetish.

The schoolgirl picture seemed like a genuine scene of the corporeal punishment he'd often fantasized witnessing. "I wondered for months what these girls had done wrong and what school they had gone to," he recalls on his blog, [redacted], where he's posted the photo alongside a nostalgic account of rediscovering his first spanking picture. "I knew the picture was old, but I thought it was the real thing."

Today he can tell that the scene was staged by the positioning and postures of the women in the photo. But he still praises the photographer for being "way ahead of his time."

And now the time has come. Real Spankings, the Denver-based media company that the pseudonymous Michael Masterson -- Mr. M -- owns with his wife, is one of the world's largest producers of online spanking adult entertainment, a multimillion-dollar-a-year industry catering to tens of thousands of spanking fetishists, both male and female. The couple's mini-empire includes some of the Internet's most popular spanking websites, with titles like Spanking Teen Jessica, Spanking Teen Brandi, Bi Spanking, Women Spanking Men and The RS Institute, as well as the flagship site, [redacted]; they've also recently expanded into video and DVD releases.

In a review of Painful Summer -- their film about two eighteen-year-old girls who are punished with spankings while visiting a relative's mountain house -- David Pierson, of Consumer Spanking Video News and Reviews, celebrates "the interplay between submissive and dominant performers." A professional psychoanalyst and self-styled spanking-media critic, Pierson calls Real Spankings "the leader of the new-wave movement in spanking video erotica."

With over a thousand hours of locally filmed videos, a massive database of pictures and a strong customer-service approach, Masterson has earned a loyal following in the spanking world. In addition to satisfying the more than 5,000 members who pay a monthly fee ranging from $17.95 to $24.95 for access to the original content on each of five subscription sites (or $59.95 for the Real Spankings Pass, which covers admission to all five), Masterson and his twenty employees maintain twenty free websites, including a directory of the "Top 100" Internet spanking websites and Mr. M's frequently viewed blog. They also run the forum site [redacted], an "online community for spanking enthusiasts" that has over a thousand members. A hundred or so active posters contribute to discussion threads about paddle markings and their favorite models, as well as requesting specific spanking scenarios from the Real Spankings staff.

From their four-level studio in a converted turn-of-the-century house in central Denver, Masterson and company quietly whack out 24 to 30 scenes a week, spanking two or three models a day. But there is nothing muted about the actual sessions they film: [redacted] advertises that its videos and photos are of "spanking discipline and corporal punishment from real discipline sessions." Masterson says his sites specialize in "severe" spanking, and in an effort to re-create for his audience the same sensation he felt when he first viewed the black-and-white schoolgirl photo -- the excitement of observing a painful punishment -- he strives for only the most realistic spanking portrayals.

Depending on the model's pain tolerance, spankers use everything from hands and belts to leather straps, paddles and canes. While other spanking-fetish producers create content that's more violent, if a web surfer is looking for presentations of playful pre-lovemaking spanks, Real Spankings is not the place. The company's massive electronic archives contain no actual sex outside of a few examples of girl-on-girl play and maybe some female masturbation followed by naughty-girl punishment by an authority figure. What the websites do show is lots and lots of red asses, which also run the scale of severity. Some of the models opt for only a light spanking and walk away with a pinkish behind. Others go for the gusto, and the spankers -- sometimes played by Masterson or his wife, other times by a heavy-hitter from a selective stable of "highly experienced spankers" -- whale on the paid model's ass for up to ten minutes with an implement that can produce welts, swelling, temporary marks and, in the most extreme cases, a dark purple, even brownish, hue. It wouldn't be much of a real spanking if the person being hit didn't experience actual pain, Masterson points out.

There's no orgasm to fake here, just actual pain, as Masterson and his employees thoroughly advise the hundred or so local models they've hired over the past six years.

The harsher the spanking, the more realistic the shrieks of pain, the more true the tears -- and the more enthralled members are that this is as authentic as it gets without actually being real. Pierson credits Real Spankings with making the worldwide spanking industry sit up and take notice. "They've really changed the scene," he says. "They're young and creative, and they took an industry that was old and tired and brought in a new voice. Today I think they're the number-one company in the world. Everyone's caught the wave. Even the L.A. scene is looking to Denver for cues."

The summer before Michael started junior high, his family moved to a small city in Texas, where it wasn't unusual for kids to get a whuppin' from Mom or Dad as a punishment. In his blog, he describes how he tried to get neighborhood girls to talk about the times they were spanked. "While always trying to appear uninterested and casual," he writes, "I pressed them for as many details as I could get without seeming like a pervert."

One of his friends had a younger sister who showed him the little wooden paddle her father had made that was kept on the fireplace mantle. Her mother always did the spanking, which could vary from five to twenty swats, depending on the offense. "It was the first time in my life that I had touched an implement that was designed and used for spanking," he recalls on the blog. It was really just a sanded-down wooden stake, but it looked like it would hurt if used hard enough. He asked the girl if she ever cried during the spankings.

"Hell, yeah," he remembers her replying. "Wouldn't you?"

In high school, Michael was a studious and contemplative young man who enjoyed reading and the outdoors. His school was full of rednecks who always gave him shit for the long hair he pulled back in a ponytail. But he had plenty of friends, and he never confessed to any of them that while they were ogling a pretty girl walking by, all he could think about was giving her a harsh spanking.

Michael went to college at a state school in Texas, where an English professor introduced him to the greats of American literature. His list of favorite writers grew to include Walt Whitman, Ayn Rand, Sylvia Plath, and especially Kurt Vonnegut. As he sought to understand the roots of his strange desire, he cultivated an interest in the inner workings of human behavior; he was fascinated by the relationships and rituals of these spanking rites.

So naturally, he joined a fraternity that provided a platform from which he could explore his hidden intrigue. He subtly prodded sorority girls for accounts of their paddlings -- not a form of discipline, but a fun-filled voluntary ritual meant to bond the pledge with the member doing the paddling and the group as a whole. Although by then he knew that the discipline aspect of spanking excited him most, he compiled details about who in the sorority held the paddle, the size of the paddles, how many sisters looked on. And did they swing with one hand or two?

At a party at his frat, he met a fellow student who would become his wife -- and later, the woman who would be widely known in the spanking world as Ms. J. They began dating and soon realized that they were both into the darker aspects of sexual play. As their relationship got more serious, they slowly began a bedroom education in various S&M endeavors. Sometimes she would be the submissive and let him spank her; other times they'd switch roles and he'd be on the receiving end of a dominant female.

It was good fun -- but in many ways, this experimentation was also an extreme exploration into the complicated depths of sexuality and the human psyche. That fit with their educational choice: Masterson and his wife earned master's degrees in psychology from a private university in Texas and began Ph.D. programs to become psychology professors themselves.

In 1997, they were both working on their dissertations (his focused on motivation in a work environment, hers on attitudes and stereotypes) when they decided that daycare wasn't a good environment for their young daughter. They wanted to hire a nanny, but for two doctoral students, money was in short supply. Still, they had something in abundance: a healthy interest in spanking.

While spanking was something they'd lovingly administer to each other in the bedroom, they'd agreed on a no-spanking rule for their child -- a policy they extended when they had two more children. "My kids do not even know what spanking is," Masterson says adamantly, a sentiment he reiterates numerous times on his blog. "Spanking sucks as a way to raise your child. I don't think spanking is an effective form of discipline; time-outs are much more effective."

So, with no small sense of irony, the parents took to spanking themselves for the benefit of their child. To earn extra cash, Masterson put up a small website with photos of him and his wife, their faces blurred, spanking each other in their bedroom. At the time, the adult industry on the Internet was mostly uncharted waters, full of porn pirates out to jack customers with incessant pop-ups, hidden charges and unfulfilled promises of quality content. And few fetish sites offered any Internet-specific spanking pics or video. "There were companies that were converting the videos they already had and putting them online," Masterson recalls, "but no one was actually filming solely for the purpose of putting it on the web."

The site got so many hits so quickly that Masterson posted more photos and videos and started requiring membership. He and his wife connected with other spanking enthusiasts and held specialized sessions in their basement. Part of the site's appeal was the sense of interactivity it offered. "Every week we would ask, 'What do you want to see on the next update?' People would send e-mails, and, if possible, we would film what they wanted to see," Masterson explains. This reciprocation with members became the foundation of their company, giving fellow fetishists the feeling that they had a hand in creating the scenes.

Within a year, the couple was making more money with the web than they would have as psychology professors, so they decided to go full-time with their company. Since they could do their work anywhere, they decided to move to Colorado -- where they could raise a family outside the conservative stodginess of Texas and enjoy the outdoors during their free time.

A more obvious relocation choice for a brand-spanking-new spanking business might have been Van Nuys, California, then widely regarded as the porn-industry capital of the world. But Mr. M and Ms. J wanted to take their company in a different direction, one that wasn't guided by adult-industry norms.

"Most adult producers go into the industry not giving a shit about what the model is feeling," Masterson says. He credits his psychology background with helping him "understand what is wrong with the process of the adult industry and the things that give it a negative feel to the public -- that there are these money-hungry people out there who are there to objectify women and take advantage of them and pay them as little as they can. I think it has helped me combat some of that in the way we deal with some of our models."

The family moved to a mountain town outside of Denver in late 1998. Mr. M and Ms J started out making spanking videos in their house, using women who'd contacted them through their website. In one year, the business had grown enough that they could rent a studio in Denver and hire network technicians, graphic designers, webmasters, model managers and customer-service representatives. In 2003 they moved again, into their current, 4,000-square-foot studio.

Today, Real Spankings is the largest producer of original adult content in the state. Not that there aren't other porn-centric corporations in Colorado. Boulder's New Frontier Media is one of the world's most profitable and prolific adult-entertainment ventures, generating $42.9 million in revenues last year. But as CEO Michael Weiner is quick to point out, his Wall Street-traded company does not produce any content, but rather contracts with more than fifty studios in other states and then peddles their materials through a high-tech distribution service that includes video on demand, broadband, cable and satellite. Other porn producers in the area range from small-time startups that run their own websites, to freelancers for bigger companies in California, to the ever-sketchy dude with a digital camera who's more interested in getting laid than paid.

In contrast, Masterson says his company has made a concerted effort to create an environment with a strong female influence, hiring longtime models into production and establishing an atmosphere that's more front-office than back-alley. It's because of this, he believes, that Real Spankings has such a high return rate among models. Whereas California producers are clamoring for spankable talent, Masterson insists that every single Real Spankings model has returned for another session. "We're very clear that while it's an adult-based company, we've never treated it that way," he says. "We treat this like a normal job. You can't be late. If you don't show up, you don't have a job. We try to let them know that we're not just some casual, fly-by-night company. We take this all very seriously."

"That's all bi stuff," Kailee says, motioning to the blue Rubbermaid bin reserved for dildos and vibrators. Wearing a white T-shirt, jeans and flip-flops, she leans casually against the doorjamb between the spanking-implement storage closet and the attic bedroom where Real Spankings films many of its dorm-room scenes and an occasional girl-on-girl spanking. On the floor below are several more dorm bedrooms, as well as rooms that look like school classrooms, with desks and chalkboards. In the basement, stone walls create the perfect setting for dungeon-like, torture-style spanking scenes.

Kailee points her long eyelashes downward and reviews the tools of her trade like a carpenter at his workbench -- purple ones, clear ones, ones adorned with what look like butt-ticklers. Most of the implements in Real Spankings' immense collection are provided gratis by spanking-specific companies. She spots one apparatus that's been mistakenly placed in the straps hamper. "Oh, that's not right," she says. She leans in and retrieves the device, some sort of plastic truncheon club mounted with what looks like a vibrating doughnut. She curls her lip and drops it in the container used for lesbian spanking scenes, then closes the lid. "I'm not really into that thing," she laughs. Though she's been filmed doing some open-mouth kissing with other models, she doesn't do any below-the-belt stuff. That's one of her rules. Besides, she finds pain more exciting.

"Here's the straps," she says, picking up a foot-long, brown-leather implement with a handle, and slapping it against her palm. "They're pretty self-explanatory. You just have to follow through."

Like all of the Real Spankings models, Kailee goes by a screen name for work. She started doing scenes last August, and her bratty, rebellious online persona quickly made her one of the website's most popular models. She's since been hired as a production employee, which means she works forty hours a week and receives benefits, including a 401(k). She's also in the midst of a long training process to become a spanker. Her instructor is Lady D, a woman in her early thirties who has the full, forbidding face of a strict schoolmarm. In "People to Watch in 2003," Pierson said that Lady D "may be the best OTK [Over the Knee] spanker in the biz. Her cross-over left-handed move is already legendary. She was an essential performer in Road Trip, Teen Jennifer's Punishments, Trish's Severe Punishments, Group Punishments and Punishment Profiles. Expect Lady D to become one of the most talked-about female dominants in spanking video erotica."

Lady D started out as a receptionist/cleaning woman at the studio, then signed on for a two-year spanking apprenticeship with Ms. J. Last year she earned the "Female Spanker of the Year" title from thespankingnews.com, a porn-industry online magazine. "Lady D is just completely awe-inspiring," Kailee says. "She's just so accurate in every sequence we've ever done. She knows these implements intimately and has been spanked with just about all of them at one time or another."

So has Kailee, and she has her favorite. "I'm a cane girl," she chirps. "I love it." She opens the long container where the custom-made canes and rulers are kept. Most of the canes are thin, bamboo-like reeds filled with a plastic resin, which gives them both elasticity and strength. Kailee points out the different cane styles, like the multi-prong and the "loopy," which is hooped at the end so that it's like getting hit with two canes at once. Kailee likes the cane because the pain is much more focused. "A lot are just like a thud; it's quick. There's no after-pain at all. Whereas with that," she says, pointing to the loopy, "you get a stinging sensation."

Kailee moves on to the next bin, which is filled with two dozen paddles of various shapes and sizes. "Paddles are the ones that you have to be careful with," she says. Some of the bigger ones are engraved with words like "Principal" or "RS Institute"; a few have been signed by past models. While a leather strap is unlikely to inflict permanent damage, a paddle has the potential to crack a bone if the spanker doesn't know what he's doing. "When you bend over, your tailbone recedes upward," Kailee explains, lifting a smooth, rectangular paddle. "And that's why, with this, you're going to hit in the exact same spot in the same position."

Kailee became involved with Real Spankings after spotting a classified ad in Westword asking for "attractive women 18-25yrs" to work in adult photography at $125 to $250 an hour. The ad, which has been running in the paper for several years, is how the company recruits about 98 percent of its models, Masterson says. It lists a phone number and the website [redacted].

At the time, Kailee was working as an exotic dancer at a local club to pay for her first year of college. The late nights and the stripper lifestyle were wearing on her mind, as well as her relationship with her longtime boyfriend. She typed the website address into her computer; it immediately took her to www.spanking-models.com. "If you are looking to get into the spanking video industry or just always thought it would be fun to do a spanking video, you have come to the right place," the site announces.

With its lengthy FAQ, information about shoots and safety concerns, and straightforward model-payment index, the website may be the most candid hiring page ever created for the adult industry. The payment page explains the pricing structure that models can choose, depending on the severity of spankings they're willing to take. The entry-level photo shoots pay between $80 and $100 an hour and involve simulated spanking and require full or partial nudity. The next step up pays as much as $150 an hour and necessitates real spanking. Things go up from there, with $200 for leather implements, $500 for wooden paddles. At the highest level, Real Spankings pays as much as $1,000 for an hour's worth of severe spanking. "If you are really into spanking (or just need the money) and are willing to commit to a very real punishment spanking that would produce tears," the site reads, "we will quote you a custom price for your session."

At her first interview, Kailee was greeted by Lady D and introduced to Masterson. They were nice and eager to make her feel comfortable, she says, and the fact that she was dealing with mostly women put her at ease. After a few weeks of sessions where she was paid for light spankings, Kailee decided to step it up for more severe punishment.

In one of her early videos, Lady D plays the role of a school administrator who is punishing Kailee for breaking dress code by not wearing a bra. Kailee braces herself over a desk and Lady D stands behind her. With the paddle in her right hand and her left arm tucked behind her lower back for form, Lady D swings long and hard, connecting with Kailee's butt in stinging whomps. The younger woman cringes and yelps in pain. Then, because Kailee hasn't kept her hands on the desk properly, Lady D penalizes her by hitting her upturned palms with a leather strap.

Before coming to Real Spankings, Kailee never thought of spanking or pain as a turn-on. But now the experiences give her a strange euphoria. "I think for each person it's different," she says. "I think in my case it's more of a relief. It's kind of like someone who gets pent up with a lot of anxiety and anger and all that, they'll go running or they'll do boxing. This is my release."

For other models, the appeal of working for Real Spankings is the relationships they build up. In an interview with Pierson on www.spreview.net, the model who plays Brandi on the Spanking Teen Brandi website says, "Lady D and Mr. M are just about the coolest people I know. Mr. M has been very generous with me and extremely supportive of my creative input." She describes Masterson as "very mild-mannered and easy to get along with and extremely intelligent. Lady D is more there for me emotionally. She knows me so well now there is nothing that I can hide from her. If I am feeling bad, having personal problems or just need to talk, she has my back. Everyone in this company is my friend and I am very grateful for that."

In another interview, Pierson asks Jessica, a model from a small town in eastern Colorado, if she likes being spanked. "Yes and no," she says, then laughs. "I really have mixed emotions on the whole subject. Growing up, I was punished frequently and severely. I did not gain any satisfaction from those punishments. But there was a heightened sexuality that resulted from them, so this left me pretty confused. Getting spanked now is a different story altogether. I have somewhat of a say in how I am spanked, and while it is hard, it is not at the intensity that I grew up with. Under these conditions, I enjoy most of the spankings I get."

"A wooden paddle applied to her bottom is going to get the results we're looking for," Masterson says to the two twenty-something women sitting across from him on the other side of a large wooden desk. In the video titled "Four Girls Paddled," Masterson plays a school administrator instructing two young teachers on the proper way to discipline unruly students in their classroom. He speaks in a firm, authoritative tone, but his thin stature and weak chin would be more fitting for an easy-going grad student than a tough principal. Three paddles hang on the brick wall behind the teachers. He calls in two students and takes one of the wooden paddles from the wall.

Student Kailee is wearing a maroon midriff shirt and her signature black choker. When she bends over the desk, her forearms flat against its surface, the tops of her jeans slide down, exposing a tattoo of a Chinese symbol on her lower back. "We are looking, when we're using the paddle, to use it full force," he tells the teachers. "But because of the dangers of hitting the tailbone, we're going to keep it low. Are you ready, Kailee?"

"Yes, sir," she says.

When he swings, Masterson puts the strength of his back into it. His ponytail bobs as he makes contact with Kailee's rear. She grimaces and exhales loudly. "As you can see, those are not pitty-pat little swats," he says. "Those are swats designed to teach a lesson and get results."

When he finishes with Kailee, he moves on to the next student. And then, for good measure, the principal spanks the young teachers, too.

To give members a behind-the-scenes feel, Masterson often details shoots on his blog, describing the models and how they came to be involved with Real Spankings. He usually includes a photo of the models mid-spank or naked and smiling, holding the paddle with which they were just swatted. He acknowledges that not everything he writes on the blog represents his true feelings; because the blog also serves to guide curious spanking fetishists toward the company's websites, some of the sections play up the Mr. M character in a way that Masterson knows will appeal to his targeted audience.

But even if such memoir-like recollections are embellished or concocted outright, they still go to show how well Masterson understands the psyche of a spanko. Within a specialized fetish like spanking -- a sub-niche of the leather-play medley known as BDSM (Bondage, Domination, Submission, Sado-Masochism) -- aficionados are very picky about their particular inclination. Some people want light hand spanking, while others want it as hard as possible. Some are moved only by a very specific role-playing fantasy, like an older woman spanking a youngish girl with a wooden spoon for not doing her homework. But every scenario comes from a common theme: "the erotic exchange of power." As Masterson explains it, "Someone has done something that they've gotten in trouble for, and now they're getting spanked as a form of punishment."

Real Spankings may lead the local swat team, but others are taking a whack at bringing together area swingers. At [redacted], billed as "a beginner's guide to over the knee fun" and run by the group Colorado Spankers, there's a posting board for upcoming spanking parties and events. Many of Real Spankings' models and spankers are involved in local, private groups that get together for after-hours marathons of domination and submission.

According to Ms. Coco, a dominatrix around town for the past nine years, the spanking scene is very much intertwined with the local BDSM population, which is strong but still underground compared to those in cities like Los Angeles or New York. "In L.A., if you see someone walking down the street with their submissive on a leash, it wouldn't be so extremely out of the ordinary as a lifestyle choice," she says. "But in Denver, people really look down on it."

Much of the town's BDSM action is centered on clubs like Denver Harbour. Located in the downtown area, this private club boasts a room filled with overstuffed armchairs for socializing, a well-lit corporal punishment chamber, and a spacious dungeon area with cages, chains and racks. "People that are into spanking specifically are a lot of times involved in some vanilla relationship or work at a mainstream job at a bank," Ms. Coco says. "They have lots of power in their daily lives, but secretly want a sadistic to administer a spanking to them as a masochist." That's why they seek out people like her or Ms. J, who also does private sessions. "They still have to find someone who's willing to do it," Ms. Coco points out.

While the majority of Real Spankings' members are men, it also has a significant female audience -- more significant, at least, than those of other porn websites. Masterson says that's because his blog, with its written depictions of the feelings and experiences encountered by Real Spankings models, connects with females who get off on spanking. "Women, I've found, want to read about the spanking and know the model's emotions and the dynamics involved with the process," he says. "A guy just wants to see a cute butt get spanked, whereas woman want to feel everything wrapped up with it."

For Kailee, that everything includes a career opportunity. One day she hopes to own her own production company and be the person filming and editing the videos. Standing in the dressing room, she straightens a rack of schoolgirl outfits used for the RS Institute series, which is based on a reformatory for wayward women. When she was hired as a full-time employee three months ago, she graduated in the series, too -- from schoolgirl to prefect. She lifts the itchy uniform proudly. "Going from model to employee, you had to put in something that was somewhat believable for the audience," she says. "Yeah, this is all fantasy, but you want to put in some, like, real basis to make it all believable."