WWW- It began two years ago when the dinner conversation turned from Fox News to vibrators.

Andrea Mackris, the Fox associate producer who says conservative commentator Bill O’Reilly subjected her to a sewer of sexual harassment, claims she wanted to talk about her future at the network.

But O’Reilly had something else on his mind, Mackris charged in court papers yesterday.

“Pick up 23-year-old men in bars,” O’Reilly allegedly said, after Mackris mentioned she had just broken up with her fiancé. “Just use your vibrator to blow off steam.”

Mackris says that as she reddened with embarrassment, O’Reilly said in apparent disbelief, “What, you’ve got a vibrator, don’t you? Every girl does.”

Mackris says she insisted she did not, and shot back, “Does your wife?”

“Yes, in fact she does,” O’Reilly replied, according to court papers. “She’d kill me if she knew I was telling you.”

That, according to Mackris, was the start of two years of lewdness during which O’Reilly regaled her with tales of threesomes with Swedish stewardesses, graphically described Thai sex shows and forced her to sit through stories about his “amazing” physical endowment and how he lost his virginity.

O’Reilly, 55, even told Mackris about a Caribbean sex fantasy involving her, a hot shower and a “little loofa thing,” she says.

The steamy detail and direct quotes that appear in court papers suggest Mackris, a 33-year-old Columbia School of Journalism grad, was either taking notes or had a tape recorder running while O’Reilly allegedly was talking dirty.

Mackris says she was seeking a raise when she went out to dinner with O’Reilly for the first time, on May 1, 2002. She says she got the raise, but not until after O’Reilly boasted about bringing a woman to “her first orgasm … as he spoke to her on the telephone.”

O’Reilly also allegedly recounted a story about a massage he got in Bali from a “little short brown woman.”

Mackris says she told O’Reilly she was not interested in his sex stories or in phone sex but O’Reilly was not deterred and told her suggestively, “Stick with me and I’ll take care of you.”

Over the next months, Mackris contends that O’Reilly kept pressing her for kinky sex.

During another dinner, in May 2003 with Mackris and a college girlfriend, O’Reilly allegedly suggested the three of them “go to a hotel together and have the time of [their] lives.”

O’Reilly, according to Mackris, also offered them “lessons” so they’d be prepared when a “real man shows up in your lives,” and said he was looking forward to sex with “hot” Italian women when he went to visit the Vatican while his wife was pregnant.

In September 2003, Mackris claims O’Reilly pressed her again for phone sex and bragged he had engaged in such activity with another young woman. “Plaintiff again adamantly refused, becoming extremely embarrassed and reminding O’Reilly that he was her boss,” the court papers.

Mackris left Fox for CNN in January and O’Reilly allegedly told staffers that she had committed “career suicide.” But three months later, Mackris said O’Reilly promised, “If anything bad happens to you at CNN, I’ll get you a job.”

O’Reilly called again in April after Mackris’ boss at CNN was terminated – for sexual harassment – and suggested they have dinner.

Mackris agreed – “if the talk was professional,” the court papers state.

During that April 13 dinner, Mackris says she agreed to return to “The O’Reilly Factor” but only if O’Reilly behaved himself, stating that he had harassed other female staffers – and warning that they “might tell someone.”

“If any woman ever breathed a word I’ll make her pay so dearly that she’ll wish she’d never been born,” O’Reilly replied, according to the court papers. “I’ll rake her through the mud, bring up things in her life and make her so miserable that she’ll be destroyed.”

Mackris also claims that O’Reilly threatened her.

“If you cross Fox News Channel, it’s not just me, it’s [Fox President] Roger Ailes who will go after you,” he allegedly said.

Describing himself as “the street guy out front making loud noises about the issues,” O’Reilly allegedly said Ailes “makes things happen so that one day, BAM!”

O’Reilly allegedly suggested this fate would befall his liberal nemesis, comedian Al Franken.

“One day he’s going to get a knock on his door and life as he’s known it will change forever,” O’Reilly reportedly said. “Ailes knows very powerful people and this goes all the way to the top.”

When Mackris asked, “To the top of what?” O’Reilly allegedly replied, “Top of the country.”

Mackris claims O’Reilly continued to pressure her for sex and to buy a vibrator. “We should do it together; I could coach you through it,” he allegedly said.

Mackris says she declined, but that apparently did not deter O’Reilly, court papers say.

During the Republican National Convention, O’Reilly left a message for her to give him a call. When she did, O’Reilly launched into another graphic monologue during which he informed her that he was watching a pornographic movie and had fantasies about taking a Caribbean vacation with her, Mackris charged.

“Once people get into that hot weather they shed their inhibitions,” O’Reilly allegedly said. “You know they drink during the day, they lay there and [be] lazy, they have dinner and then they come back and fool around … that’s basically the modus operandi.”

Mackris claims O’Reilly continued to describe sexual acts he would perform on her – and she on him. And when she reminded him that he was her boss, O’Reilly allegedly said, “You just have to suspend that.”

It was at that point, Mackris claims, that “it became clear” that O’Reilly was pleasuring himself.

Afterward, Mackris claims O’Reilly began boasting about a recent appearance on “The Tonight Show” and tried once more to sell her on kinky sex.

“You know, Mackris, in these days of your celibacy and your hibernation this is good for you, to have a little fantasy outlet,” O’Reilly allegedly said. “Keep that sensuality tuned until you know Mr. Right comes along and then you can put him in traction.”

During their last telephone call, on Sept. 21, O’Reilly “launched into yet another disgusting, lewd and disturbing monologue,” the court papers state.

“Next time you’ll come up to my hotel room and we’ll make this happen,” he reportedly said.

Mackris went to see a lawyer instead.