The carnival had sprung up on the seaside almost magically, like it appeared overnight. As I walked up, I took in the towering Ferris wheel and the scent of funnel cakes and kettle corn. Though I had been to similar traveling carnivals along the coast as a child, I had never seen this particular one before. It was only here for a short season before moving on, yet it had a strange air of permanence in its decaying rides and weathered wood. The empty midway and bare beach beyond made everything feel isolated and forgotten. Though it looked right on the surface, I had an odd feeling about this place. It was at once familiar yet foreign, inviting yet ominous. The childhood magic I expected to find was tainted somehow. Still, I felt drawn forward to explore the rides and discover what awaited me in this unfamiliar carnival by the sea.

I was surprised to see the carnival magically appear in this seaside spot overnight, complete with rides and shows ready for opening day. Despite the short notice, it was strategically placed to attract visitors. The centerpiece was an old rickety rollercoaster that loomed over the grounds. Brightly colored tents promised daring acrobatic shows and wacky clowns. The boardwalk held nostalgic attractions - penny arcades with games and fortune telling machines straight out of childhood memories. Though the parking lot was vacant when I arrived, I figured crowds would soon pour in as the day went on. This carnival may have sprung up quickly, but it had everything needed for a lively amusement park.

“Peter!” a voice cried out, and I turned to see my friend, Alyson, rushing towards me. A grin spread across my face at the sight of her; the wind was tousling her auburn hair, and her typically distant gray eyes were locked on mine. Alyson had this uncanny ability to make whoever she was looking at feel like they were the only person in the world. Caught in her gaze, all I could do was stare, my heart pounding. Alyson reached me, breathlessly talking about lengthy bus delays, with apologies tumbling from her lips.

“It’s fine,” I said, laughing. “You’re only five minutes late.”

“Still though,” Alyson said, sporting a sheepish grin. We turned to look at the park, and her smile faded. “This place feels weird,” she said, hugging herself. “Are we sure we want to spend our last day together here?”

That statement was an unwelcome intrusion of reality. Next week, Alyson would be boarding a flight to California. Even the name of the state sounded like an unattainable dream. Neither of us had ever left the confines of our suburb before. I took a deep breath; I didn’t know if I would ever see her again, and the thought pierced my chest.

“Well,” Alyson finally said, her eyes distant, “let’s go in and check out the rides. How bad could it be?”

I nodded, and we both entered the amusement park. After purchasing tickets, we strolled along the boardwalk. The heavy scent of salt lingered in the air. The day was gray, with overcast skies hinting at a potential drizzle. We walked side by side. Alyson gazed into the distance, her expression unreadable. I couldn’t help but wonder what was going through her mind; as for me, I couldn’t tear my eyes away from her face, captivated by how the cloud-filtered light made her gray eyes gleam.

“What would you like to do first?” I asked her.

“Let’s try the roller coaster while the line is short,” she suggested. I glanced around at the empty midway and barren food stalls. Though we seemed to be the only people in the park so far, I had a feeling it was bound to get crowded soon. “Good idea,” I replied. “We should take advantage of the lack of lines now, before this place fills up later today.” The parked cars and attraction posters suggested this carnival saw its fair share of visitors. For the moment, at least, we had the run of the place to ourselves.

“Ok,” I said, taking her hand. An electric jolt coursed through our bodies as our hands touched. We had done this before, but this time it felt different. I gave her a warm smile, and she returned it, creating two adorable dimples on the sides of her face. God, I was smitten with her. We made our way towards the coaster line, which was short enough that after a few carts, they found themselves seated in the front cart.

As the cart slowly ascended, I felt her hand reach for mine, and we clung to each other as if our lives depended on it. She leaned into me, resting her head on my chest. It was unlike her to be scared of rides like this. But, was she pretending, just to get close to me? The thought filled me with warmth and a sense of possibility.

The ride was basic, but its flimsiness and the way it rattled made it genuinely terrifying. I was more scared of the cart flying off the track than the ride itself. Once it ended and we climbed off, Alyson’s face was the cutest shade of red. She quickly composed herself and grabbed my hand again. She didn’t need to do this a second time. Her true intentions were clear - she was scared, but she was also flirting with me.

I held her hand tightly, and she reciprocated. “Do you want something to eat?” I asked her.

“Maybe later. Let’s try another ride first, but something less scary,” Alyson suggested. We both laughed.

“How about that one? It’s called ‘Clown Maze’,” I suggested to her.

“What the hell is a ‘Clown Maze’?” Alyson asked, a hint of skepticism in her voice.

I pointed to the clown sign. The image showed a group of clowns chasing a young girl. The clown at the front was holding a baseball bat in a peculiar position, making it resemble his cock. The others had odd bulges in their pants, appearing like massive erections. I wondered what the hell was happening at this amusement park. But, I couldn’t deny that this attraction gave off a unique vibe.

“At least it’ll be private,” Alyson said, giving me a coy smile that I liked very much. I took her hand as we walked towards the attraction labeled ‘Clown Fun House.’ True to its name, it was a dark and narrow maze we had to navigate through. As the corridors twisted and turned, the lighting grew dimmer. Occasionally we entered small rooms where clowns in baggy polka-dot suits were performing strange feats. Their faces were painted in a garish array of colors - red noses, blue eyebrows, green lips. One teetering clown stood on a tall unicycle, juggling flaming torches, his cheeks streaked with yellow and purple. Though the acts were impressive in their oddity, the chaotic face paint and manic energy of the clowns filled me with unease. I kept Alyson close as we hurried through the twisting passages, eager to exit this bizarre fun house.

After a sharp turn, we hit a dead end. “We’ll have to backtrack,” I told Alyson.

“In a minute,” she said. As I turned to ask her what she meant, I felt her draw close. Our lips met, and the sweet taste of her tongue filled my mouth. I pressed my body against hers, and she reciprocated, clutching at my shirt and rubbing her stomach against mine. I had dreamt of this kiss my entire life, and it surpassed my wildest expectations. We only separated when our need for air became too pressing to ignore.

Our foreheads touched, and I found myself grinning like a fool. “That was amazing,” I told her.

“It was,” Alyson replied, blushing slightly. “I’ve never been so bold in my life,” she admitted, giggling nervously.

“I’ve wanted to kiss you for a while now,” I confessed.

“Did you?” She purred into my ear.

“Yeah, I’ve always wanted you to be my girlfriend,” I said.

“Mmm,” Alyson began, “It’s such a shame we don’t have time for that now. So, let’s make the most of this.” She leaned in to kiss me again.

I pulled back, feeling as if I had just been struck. “What do you mean we’re out of time?” I asked her, trying to process her words.

“Peter, I’m moving to a different side of the country. We can’t be in a relationship as we begin the next chapter of our lives.”

What she was saying was rational and rang true, as it always did. But the truth hurt too much, and I reacted poorly. “Why? Plenty of people survive long-distance relationships. We could try ... Or are you afraid being with me won’t let you fuck whatever frat boy you come across at your new school?” I exploded.

“That’s not fair,” Alyson said, her eyes watering from the sting of my words.

I didn’t wait to apologize or explain. I ran from her, ignoring her calls. I just needed distance between us. I’d nurtured possibilities of us becoming more, always seeming within reach. We spent countless hours together, sharing everything. Knowing that door was closing nearly undid me.

My head clouded as I navigated the maze, and I lost my way, becoming dizzy. Sometimes I found clowns who pointed me down another path, which I hoped led to the exit. It was my best option. I thanked them but something about their expressions unsettled me. When I reached the first clown, he gave me directions with that same strange look. As I moved to follow, I paused, noticing him disappear the way I’d come.

“Alyson,” I breathed, afraid they might hurt her. I rushed through the maze, recalling my path. The clowns were gone. My worry intensified as I ran, twisting and turning, trying to find her.

As I stopped to get my bearings, I started to hear a strange noise. It sounded like clapping, and it was close. I followed the sounds and eventually reached the last turn I took with Alyson. It led to the dead end where we had kissed and where I had left her alone. The sounds were coming from around the corner. I hesitated to move, because now that I was close, I could hear more. Heavy breathing accompanied the clapping, and a wet sounds intermingled with the main noise. And I had an idea of what it was.

My curiosity got the better of me, and I looked. There, a few feet from the wall where I had left her, was Alyson. She was on all fours, naked from the waist down on top of flimsy mattress, and her top was rolled up, exposing her small but perky breasts. Three clowns surrounded her with their cocks out. Just like their faces, their members were painted in various colors but shared one characteristic - they were enormous. Two of the clowns were positioned at either end of my friend; one was filling her mouth, and the other was methodically pumping into her pussy, his hips slamming against her pale buttocks with each full thrust. The third one was waiting for his turn, masturbating while fondling Alyson’s exposed body. As I observed Alyson’s face, I saw traces of paint, particularly around her mouth. She seemed unbothered by the situation, and was actually enjoying herself, given the intensity of her blowjob.

My blood ran cold at the scene. How had I gone from having the chance to do everything I’d always wanted with her, to being cuckolded by a couple of clowns? A wave of jealousy washed over me. Then, I noticed a clown watching me from the corner of his eye. I tried to move away, but as I turned to leave, I bumped into another clown who had been sneaking up behind me. Before I knew what was happening, I was pushed further into the dead end, falling near Alyson, who was glancing at me from the corner of her eyes. I thought she was going to say something, but she continued sucking dick, maintaining eye contact with me. The other clowns were also staring at me with dark looks on their faces. The one who was fucking Alyson from behind dug his fingers into her soft flesh and increased the speed of his thrusts, smiling maniacally as he did so.

The one inside her mouth also increased his pace after noticing my arrival. He grabbed her by the back of her head, clutching handfuls of her beautiful hair, and began to force-feed her his dick. Alyson’s expression transformed into one of pure bliss as she was rammed from both ends with tremendous force. The two clowns came together. I was close enough to watch how both cocks spasmed, shooting hot cum into her mouth and pussy. Alyson took it with an ease that I thought was beyond her, swallowing it and cleaning the excess jizz from the cocks with her mouth.

The clown who had been inside her cunt pulled out, his cock glistening with a mix of cum and Alyson’s juices, while the one who had been fucking her mouth had his flaccid dick pristine, thanks to Alyson’s lips. Their cocks were painted in bright red and green, respectively. I was about to ask her to explain what the hell was going on, she shushed me, waiting for the clown with the red-painted dick to bring his knob to her face for polishing. She opened her mouth wide, and took his member into her oral cavern, bobbing her head with enthusiasm while looking into his eyes. I was taken aback by Alyson’s lack of shame. I wondered what had happened to her since I left. The only thing I could tell was that these weren’t the first pair of dicks that had played this game with her.

Once she felt his cock was as clean as it could be, she turned her face to me and said, “This is all your fault, you know? You left me all alone.” A tear rolled down the side of her face, mixing with the paint smudges scattered across her cheeks. “I waited for you, shedding tears you don’t deserve. Until they found me, held me as I cried, trying to make me feel better.”

“But, I was only gone for a few minutes,” I mumbled.

“I’ve been here for hours. If the clowns hadn’t found me, I don’t know what could have happened to me.”

“I returned for you immediately after I left.”

“Oh, shut up. You rejected me, then called me a slut!” She snarled at me, then moaned as the clown waiting for his turn began to thrust his blue-painted dick into her. The other two had already departed. I was still in shock at the scene unfolding before me. Alyson was once again about to be spit-roasted as the golden-painted dick of the clown who had thrown me to the floor waited for her to stop speaking so he could fill her mouth. “Anyway, I didn’t know how to thank them for consoling me until I noticed their bulging pants. Which is quite something, considering their pants are ridiculously oversized.” Alyson glanced at the cock close to her face. “I mean, have you seen these things? They’re all like this.” Her voice was filled with lust.

Alyson sensed our conversation had ended, and opened her mouth to take in the golden cock. The clown had to crouch to fit his massive dick into her mouth, which bent as he tried to push his entire length down her throat. Noticing this, the clown motioned to his partner in crime to help him roll her onto her back. Her eyes widened as she felt their strong hands manhandling her. Then they rolled her over, removing their dicks from within her for a moment, before they plunged back in from both ends. I watched as she began to eagerly swallow the golden cock. The head of the cock was completely hidden inside her mouth, a lump forming on her neck as she gulped it down.

I had always loved the shape of her breasts. They were small but perky, allowing her to display a nice cleavage when wearing the right bra. I had always wondered how her nipples looked under her clothes, and now I could see them. They were small and light pink, with a darker hue at their center. Despite what was happening to her, I found myself getting excited. In fact, I couldn’t take my eyes off her. My gaze traveled from her chest, over her flat stomach, to her vagina. A few adornments of pubic hair decorated her otherwise shaved pussy, swollen by the massive phallus stretching them from within.

My mouth watered at the thought of getting between her legs to taste her nectar, and I was still curious about what it would feel like to be inside her folds. I despised myself in that moment, knowing that it should have been me fucking her in that dead-end. Instead, a group of strangers was savoring her deepest depths. I had tried for years to get intimate with her, only managing a kiss one day before she moved away after an entire childhood together. Yet now, she had taken who knows how many cocks in the span of an afternoon. The fact that she seemed to enjoy it felt like a punch to my balls. I had the feeling that I would have been able to handle this situation better if the clowns were raping her, but that was far from the case. Alyson was deriving just as much pleasure as they were taking from her.

As I pondered this, I saw another clown round the corner and approach her. He lay on the mattress with her and began sucking her tits. His makeup was red, but with black features that made his expression terrifying. He would suck on one of her nipples and then use his teeth to gently pull it from her breast, stretching her skin and tugging her nipple around like a rubber band. I watched Alyson shudder as he toyed with her chest, moaning around the one in her mouth penetrating deeper down her throat with every sound. I had never seen anything hotter. The red-painted clown moved towards her second breast and began to forcefully tug at it with his hands. It probably hurt, but Alyson was loving it. She grabbed his head with her hands, losing them in his fake curly hair, and pressed him against her, trapping him between her arms and sweet tits.

I watched Alyson squirm and moan with both cocks still inside her mouth and pussy. She struggled to maintain her position due to the pleasure derived from having her breasts treated in such a way. Her breathing became erratic and her body started to tremble, signaling her impending climax. The two clowns felt it too. The one inside her pussy began to thrust into her as fast and as hard as he could, aiming to reach his climax and finish the job. The one in her mouth moved with the same intensity as before, causing Alyson to cough as the cock in her throat plunged even deeper, choking her.