Jolene was a cock tease.  She loved the feeling of power from getting guys all worked up and sending them home with nothing but a stiff dick and blue balls.  Sometimes she'd tease them to the point of bursting with a handjob or her mouth, and then quit. The more they begged, the more she laughed.

When the carnival came to town, she saw the opportunity for fresh man meat to tease.  It was perfect, because they had to move on in a week or so.  The Carousel operator seemed particularly interested in her, so she turned on the charm, giving him every signal that said come and get it.

He invited her to come back after hours to have a few beers.  She showed up about an hour after every one had left.  She checked her top, making sure her nipples showed through the thin material.  The cut off shirt exposed her flat tanned stomach, and the bottoms of her full natural tits.  They jiggled with each deliberately timed step.

A short mini skirt rode high up her long legs, giving a peek of butt cheek at the bottom.  She wore no panties.

Her platform sandals helped to accentuate her walk, hips swaying in unspoken invitation.  Her pony tailed hair swung with each step.  A cool breeze rose momentarily as she approached the Carousel, causing a small cloud of dust and goosebumps on her skin.  For a second, she felt uneasy.  She could swear she had heard a high pitched keening sound.  It stopped as she reached the darkened ride, and struck her best pose.  A second breeze rose, and swirled.  The sound seemed louder, to be coming from the ride.  A sense of unreality set in, and her instinct told her to leave.  He was nowhere in sight.

The breeze tickled between her thighs as the keening sound rose.  She was getting the creeps from how eerie the carnival was after dark.  Even the horses on the Carousel seemed different, no longer a kiddie ride, yet oddly erotic.  The dim moonlight reflected off them, creating deep shadows that played tricks on her eyes.  She suddenly felt exposed and vulnerable, and a shiver ran through her as she turned to go.

He seemed to appear out of nowhere, startling her.  She jumped, causing her boobs to move underneath her shirt.  He leered as they did and she could almost feel the heat of his stare.

The Carousel lit up suddenly, in a sequence.  First the inner, then the outer, and finally the canopy lights.  The horses gleamed invitingly.  Every detail stood out.  The polished poles glinted, the whole thing seemed to shimmer.  It seemed there was a glow coming from some of them, more specifically their eyes.  Others seemed to shake almost imperceptibly.

He walked to the controls and moved a lever.  A series of sounds rose as unseen machinery meshed.  The Carousel began to move slowly.

A she watched,  it somehow seemed sensual as the circular parade rolled past.  The music began.  It too was different, almost hypnotic.  She took a step toward the ride, as if drawn to it, and that was when she heard the sound again, but only more a moment as the music drowned it out.

He walked to her, grabbed an arm and waited.  As it rolled by again, she noticed an empty space, a pole with no horse on it.  It moved past.  When it came around again, he quickly stepped on to the ride, pulling her with him.  A quick feeling of vertigo took her, causing her to reach a hand out and grab the pole.  A moment later, she got her feet under her.

Having an idea, she gave him a naughty smile.  She then stepped around so the pole was at her back.  She stuck out her chest, and gave him a suggestive thrust of her hips.  The burnished metal pressed between her ass cheeks while she gave it a bump and grind.  His eyes roamed her body, clearly enjoying her little show.

She began to work the pole like a stripper, pressing her mound into it.  Her skirt and shirt rode higher.  She wrapped a leg around it, looked him in the eyes and licked the pole up and down like she would a cock.  She smiled as the familiar hungry look filled his eyes.  He reached for her, she stepped away and moved between the next two horses.  She stuck her ass out, knowing the skirt would ride up, exposing more of her firm curvy bottom.

Out of the corner of her eye, she thought she could see a reddish glow from a horse farther back, a black one.  As she looked, it was gone.  She turned back to the carny worker, her stance indicating she wanted him to help her onto the horse she was rubbing against.  He stepped, and in a motion swung her into the saddle.  The plaster was cool on her warm slit.  She moved her hips with the slow up and down motion of the ride, taking delight in the obvious bulge of carny guy's jeans.  The machinery sent a little vibration through the horse.  It teased her pussy just enough to notice it.

He stepped from the ride, she lost sight of him as she took a turn.  As she came back around, she saw him at the controls.  In a reflection, she noticed the same reddish glow from behind her.  She looked over her shoulder, this time she saw it was definitely coming from the black horse's eyes.  She could swear it had moved forward a space.  There was a clunk from the machinery. The Carousel lurched, and sped up.

The vibrations between her legs increased.  A look of surprise crossed her face.  It felt good, really good.  She smiled, and raised an eyebrow.  She swung by the operator again, he was no longer alone.  Some others had stepped up to watch her ride. Her hips moved forward, her clit found the horn of the saddle.  The vibrations thrummed into it as she grew more and more aroused.

The red glow seemed brighter as the lights dimmed and rose. Then the music filled her head while her slit grew wet.  Quickly, the smooth saddle becoming slick with her juices as she rode past them again, and it seemed like the ride was going faster with each passing. There were more people, smiling and leering, and she could feel her skirt riding up, exposing her bottom and pussy, and as she leaned forward to keep from slipping off, her clit bumped the horn again.

She was very uncomfortable to be on display like this, and her arousal became obvious as the machinery hummed on.  She tried to climb off the ride, but suddenly it lurched forward and vibrated, causing her sex to press down hard against the saddle.  Strong jolts of pleasure filled her, as her mouth fell to an 'O', and for a moment she went limp with desire.

It felt so good, too good. She was losing control, her hips rocked slowly in time with the rise and fall of the machine. A small groan escaped. She had to lean forward for balance, forcing her button directly on the horn, slipping back in her own wetness, and then forward into the relentless vibrations. Over and over, back and forth, up and down.

The red glow was brighter. Through heavy lids, she saw the black was another space closer. It seemed to be staring directly into her wet crotch. The vibrations rose as her horse did. She grabbed the pole tightly, unwillingly pulling herself onto the horn. Her head fell back, her mouth open. Her hips jerked themselves into the pleasure forcing itself between her legs. She felt the unmistakable feelings of a climax rise in her, she couldn't help it.

She glanced at the black again, feeling the heat from it's intense stare in her pussy. The music grew louder, she heard the comments of the people gathered as she swung by again. She saw the operator move the lever.  The Carousel jerked, and found another gear. It sped up, she grew dizzy. Another look over her shoulder confirmed the black had moved directly behind her.  She could feel it's heat.  The machine jerked, snapping her head back and then forward.  She gripped the pole tighter, her cheek against the now hot metal.  Her mouth hung open as the vibrations rose and fell, rose and fell, bringing her closer each time to an orgasm she didn't want to have.  She was not going to come in front of these people.

Through blurry vision, she saw the worker had stepped back onto the ride.  He walked quickly to her.  His face had changed to a smiling mask of evil.  He yanked hard on her pony tail, forcing her flushed face upward.  He looked into her wide terrified eyes, noting with dark glee the combination of lust, fear, and pain.

"Please," she groaned as the vibrations rose, and pushed her closer, and then the vibrations pulled her away as they fell.

"Please, stop.  Stop the ride!" she cried.

His answer was to rip off her shirt and skirt.  She was fully naked and exposed to the ugly crowd watching.  She could hear them each time as she passed.

The vibrations climbed and fell, climbed and fell.  The saddle dripped with her own wetness, coating her thighs.  He laughed cruelly, and smacked her hard on the ass.  She jerked from the pain, grinding her clit into the horn again.  Her body shook as she fought hard not to cum.

She felt him roughly grab an ankle, and bend it up behind her.  She tried to pull it back down, but he had hooked one of the sandal straps to something on the horse.  She leaned to one side, for balance, glad to be free of the merciless stimulation on her clit.  She fought for breath.  A moment later, he did the same to her other ankle, yanking her back up so she was dead center on the most intense vibrations.  She fought to lift her tortured bud from the oscillating assault, but her captive ankles and wet thighs prevented any escape.  Her body twitched as another wave rose, causing her body to shake as she fought against what she no longer had control over.

Her face pulled into a mask of defiance as the vibrations peaked, held, and then slowly fell along with the horse. Her body was glazed with sweat, rolling off in drops, and falling to the metal floor. She sucked in small short gasps, between shudders, making sobbing sounds. The cycle fell with the horse. The slower vibrations were as bad as the high, teasing ones. They felt so deliciously good. Way too good. Grunts of pleasure interlaced with hard earned gulps of air.

The rise began again, she gritted her teeth in anticipation of the climbing blast she had no way to stop, or avoid.  Every muscle tensed, she held her breath as it climbed higher, higher, and still higher to the point of pain.  Her body quaked as it peaked, too strong for her to come.  She fought for more snatches of breath as it fell again.  Her voice quavered with mewlings of temporary relief.

The low end licked her to an agonizing bliss, she teetered on the brink of release.  She knew the next rise was only moments away.  It came and passed as did the next, and the one after that, and the one after that.  Her body and mind were driven to the extremes of pain and pleasure until she couldn't tell the difference.  She sobbed in pain and frustration.  There was no way this could get any worse - at least that was what she thought.  She was wrong.

He pulled her up by her pony tail, and then forward.  The horn slid easily into her soaked and puffy slit.  Her clit now rested squarely on the nubby ridges that made up the horse's mane.  The horn had centered on her button, spreading vibrations from the tip.  The mane pressed along the entire hood and the swollen shaft beneath.  She jerked away from the new sensations, the horn in her pussy prevented her from moving anywhere but forward.

The next rise began, her mouth fell open.  It climbed, the ridges of the mane raking into her, the horn holding her in place as it pulsed inside her.  Her back arched, as it peaked, and then slumped as it fell.  The low end throbbed, she along with it.  She looked at him with defiance, they still hadn't made her come  The next rise began.  She braced herself as best she could for the oncoming peak.

Another hard splat cut into her, distracting her momentarily from the blast her pussy was getting.  She felt herself clench and unclench around the horn.  She almost lost it, the ridged mane rubbed her perfectly.  She got control at the last possible second.  It took everything she had.  The cycle fell, the decreasing sensations leaving her clawing at the edge.

He smacked her ass again.  She grunted, almost losing it.  Her pussy spasmed a few times, the nubby mane stroked her hood. Small squeals fell from her open mouth.  Another splat yanked her back.

His blows came harder and faster as the next climb began.  She couldn't keep any focus as his hard slaps seared her cheeks, causing her to jerk into the rise between her quivering thighs.  The line between pain and pleasure blurred, and then disappeared as she was forced into the intense thrumming.  She began to look forward to the next sting on her ass.  The machine spun on.  Each rise brought her wide eyed to the edge, each descent was met with a sharp splat of flesh, snapping her back.  She was on the verge of losing the battle, one more cycle, one more slap would send her over.  She couldn't take any more, her body screamed for release at any cost.

And suddenly he was gone.  She panted in agony, her pink ass stinging, her hips grinding her sex hard into the machine.  She screamed in frustration, and then she saw him back at the controls - jerking the lever.

The lights dimmed and rose, they changed.  The entire ride was bathed in an eerie glow.  Mixed with the music was the sounds of sex all around her.  Through hazy vision, she saw the crowd had changed.  They were evil creatures with ugly glowing eyes. She could hear their sounds as she passed, faster and faster.

The vibrations rose to new heights.  Jolene's hips bucked furiously as she was pushed to the brink of sanity.  A massive climax built in her.  It rose and rose, but still she didn't cum.  And still it built, just out of reach.  The vibrations peaked, she froze, her face a bright red, the veins on her neck stood out.  Every muscle held taut as she held and still held.

She took a deep breath, it came back out as a scream as her pussy began to explode.  The force of her orgasm rocked her, the machine wouldn't let it stop.  She came and came and came.  She collapsed on the horse, unable to stop the waves ripping through her.  She had fallen into a semi-consious state.  Her body hung limp in the saddle, jerking when another climax forced itself through her.  Drool ran from her slack mouth, her body drenched in sweat and her own juices.  Several times she had come so hard she squirted, finally losing control of her bladder.

Through swollen and sweat stung eyes, she saw the other horses.  They were fucking.  More specifcally, the stallions were fucking the shit out of the females, which were still part human.  Their cries of pain and pleasure could be heard over the music. Enormous cocks slammed into tight pussies until the males came, and then moved to another female.

The females were helpless to do anything but get fucked and come, and come, and come.  Even in the throes of ecstacy their faces were tear stained masks of pain and pleasure as cocks pounded into them.

A sharp bite on her ass snapped Jolene back to reality.  She looked back, the black was directly behind her.  His cock was huge, and dripping.  She squeaked in pain and terror, but at the same time a surge of adrenaline allowed her to yank her feet free.  She jerked herself off the horse, landing hard on the floor.  The Carousel spun madly.

The horse she'd been riding looked sadly at Jolene  'We tried to warn you'

Jolene's eyes went wide with terror as the filly changed to a girl, held in place by a pole through her back, her ass upturned.

Jolene tried to crawl her way forward, out of the corner of her eye she saw the filly girl had already been mounted.  Her grunts filled Jolene's ears.  She moved a bit more, fighting the motion of the Carousel.  The floor was slick with a mixture of fluids.

Another bite caused a yelp from her.  She felt hot breath on her neck and back, a red glow reflected from the floor.  A moment later two black forelegs blocked her way.  She turned her body and screamed.  Her hands braced behind her, against the motion of the Carousel.  She tried to scoot backwards, the black's legs stopped her.  She screamed again, cut off a moment later by the huge cock forced into her mouth.  Her eyes bugged, her mouth stretched, yet the taste sent an unexpected thrill through her.

Almost instantly, she was incredibly horny again.  She knew she should run, but couldn't.  She grabbed the huge cock with both hands and sucked in a frenzy.  Her mouth opened wider, she tried to stuff more and more into it.  It reached the back of her throat, she gagged.  It thrust forward, she gagged again, but yet tried to pull it deeper.  She was being driven by it's taste, her cunt was on fire.  She dropped a hand to her clit and rubbed hard.  A moment later, she moaned aorund the thickness filling her mouth and let go with a dripping wet climax.  She slid in her own juices, and concentrated on the throbbing hunk of flesh now sliding down her throat.

She slid her mouth over and over it's length, paying extra attention to the tip.  Loud snorts from above and more swelling from below told her the black was getting close.  She took her wet hand from herself, and began gently massaging his balls.  Her jaw ached as he swelled even more.  She moved her wide open mouth furiously at the tip, unable to fit any more in.  One hand stroked his shaft while the other continued to caress his large balls.

A moment later, his sack jerked, his huge cock twitched.  A moment after that, thick streams of him shot into her willing mouth, quickly overfilling it.  She swallowed as fast as she could, but so much was pouring in, it ran out of her mouth, down her chin, and across her tits in a warm pearly flow.  He came and came, his balls jerking, hard cock shooting into her still working mouth.  Finally the streams slowed.  She slid him from her lips, aiming the last jets at her face.  Her hands moved to her cum covered upper body, rubbing the beautiful mess over her face, her tits, pinching it into her nipples.  Her hands moved lower, sliding back and forth over her now aching pussy.

The insanity around her returned, the sounds, the smells of heat, the motion of the Carousel.  She knew she had to get off, or be lost forever.  The black seemed sated for the moment.  She moved to hands and knees, and crawled forward toward the open pole.

To her right, the girl filly was being taken at both ends.  Globs of cum ran from her chin as she was fucked from behind.  She cried as she came, her tears mixing with the cum on her face.

Jolene moved closer to the open spot, crawling faster.  A few more feet, she could roll off on the back side, away from the crowd, and run into the night.  She got one hand on the pole as two legs slammed down in front of her.  She was trapped between them and the pole.  A blast of hot breath blew past her head as teeth closed on her pony tail, and yanked up.  Jolene yelped again, it let go.  She stared ahead, hearing the laughs of the crowd creatures as she passed.

An inhuman voice came from a mouth at her ear. 'Now I make you mine'

She screamed and jerked upward as the black's huge cock jammed deep into her pussy.  Her back hit his chest, he thrust deeper.  She shrieked in fear as he thrust into her deeper.   She thought she would be ripped apart as he thrust into her again. The creatures around her laughed.

She pulled forward as best she could, giving herself an inch against the searing pole that invaded her.  He filled it back with more.  Her shrieks drowned out the other sounds as the black began fucking her.  She had never had so much cock being slid, let alone slammed into her.  She would be sore for a week.  She gripped the pole, and held on for dear life.

The powerful thrusts rocked her body, shoving it forward, pulling it back.  Her cries became grunts as she surrendered to the pounding pleasure.  She felt the last of herself slipping away.  Her hands fell from the pole to the floor, bracing herself for the next.  She turned her ass up to meet him, to give a better angle.  Her hips moved slowly back and forth while his thrusts slowed down and almost became gentle.  She had never felt wetter as he continued fucking her.

He slowed even more, working himself in and out of her growing wetness.  She had surrendered, her tightness stretched around him.  She began to meet his slow pace.  A soft moan came from her.  He stopped, letting her slide herself along him. She gave a long loud groan, and shook.  He felt her twitches around him as she came.  Her arms gave, she rested her head on them, her ass turned even higher.  He knew she was nearly gone.

He pulled back to the tip, just letting her abused pussy lips close around it like a kiss.  He pushed forward, only an inch.  She murmured something, he slid back again, teasing her.  As he moved forward, deeper this time, she exhaled deeply.  He pushed, she sighed, and tried to move him deeper.  He pulled back, she made a sound of disappointment.

Bit by bit he moved into her.  She panted in tiny breaths, begging for more.  He knew she was ready.  He started slowly, eventually giving her his full length.

The last of Jolene slipped away as the black's huge cock slid in and out of her now dripping cunt.  She was no more than a fuck toy, and wanted it that way.  She felt a climax build and pass.  He picked up the tempo.  Another took her.  He went faster.  She met him thrust for thrust.  Then another.  She slammed his length into herself, her hands gripping the pole for support.  She grimaced, her body tensed.  His cock pounded her.  She threw her head back, a torrent of sounds raged from her.  He thrust harder, faster.  She froze, a long guttural sound welled up from deep within her, peaking to a scream of pure primal release.  Her body rocked as she came, impaling herself on his hardness.  It rolled on and on.  His powerful thrusts resumed, drawing it out.

Her noises were now unintelligble, animalistic.  She moved from one blinding climax to the next.  His cock swelled, he was getting ready to join her.  Her hips were a blur as she tried to meet his pounding.  Her pussy was swollen almost inside out, and still she wanted more.  He snorted loudly, growing closer, fucking her even harder.  He froze, and unloaded inside her.  Moments later the overflow spilled from her overworked cunt.  She kept moving, screaming as she came one more time.

The Carousel was slowing.  The lights faded, the sounds and music stopped.  The horses were returning to normal.  She was in a sticky pool of drying sex.  Her pussy was raw, but never had she ever felt more sexually satisfied.

The Carousel stopped.  The crowd was gone.  Daylight was beginning to show on the horizon.

She went to step off the ride, but the pole through her back held her in place.  She watched in horror as her arms turned to forelegs, her body stiffening, becoming immobile.  She felt a playful nip on her ass just before it too, turned into painted plaster. Her mind stayed aware, knowing night would come again. And again, and again.

The end.