Frank knew he shouldn’t have sniffed the flower. As
the clown had approached him, he had done his best to
sit like a statue and ignore the grumpy old fart, until
the ugly face had leaned in close to him and said,
“Play along and I’ll make it up to you after the show.”
It wasn’t the words that got his attention as much as
the voice, though. While the face, at least as it was
made up, was an ornery old man, the voice that came
from it was sweet, young, eminently sexy, and
definitely *female*.
He quickly searched the face again. The makeup was
very convincing, but it couldn’t hide… The eyes were
sparkling green and boring straight back into his own
so hard he almost shivered, despite the summer heat
which had built up in the tent. Frank continued to
watch those eyes as he slowly leaned forward and
sniffed the flower on the clown’s lapel, right up until
the flower squirted in his own eye and he had to blink.
When he could see again, the clown was half way across
the big top, handspringing away from him.
When the show was over, Frank stayed in his seat as the
crowd filed out around him. When he was the only person
left, he looked around. There was no sign of the green
eyed clown. He sighed, got up, and headed for the exit.
Before he got there, a flap of the tent opened and a
clown stepped out, half his costume gone. Frank looked
at the performer’s eyes, but they weren’t the same.
Good thing. This guy’s real face was almost as butt-
ugly as Grumpy’s makeup. Ugly walked away, followed by
two more clowns, also in various amounts of their
costumes. None of them paid the slightest bit of
attention to Frank. He thought back to the show. There
had been four clowns. He pulled back the flap and
entered.
It was the clowns’ dressing room, and as he watched,
the grump pulled his orange hair; it came off, taking
the bald scalp with it. Underneath was beautiful blond
hair, which fell almost to the shoulders, tangled from
being packed under the wig. In the mirror, he saw the
nose come off next; the real one was incredibly cute,
and looked almost ridiculous in the middle of all that
ugly makeup. “You want to hand me those paper towels
there?” Frank started. The clown hadn’t turned or even
looked at him in the mirror, just knew he was there.
He picked up the towels and walked over behind the
makeup chair, holding them in front of the clown’s
shoulder. Grumpy grabbed the roll, pulled off two,
moistened them with mineral spirits, and started
rubbing the makeup.
Two minutes later, the face of an ugly old man had been
transformed into that of a lovely young woman. That was
when she finally looked at him in the mirror. Those
green eyes sparkled even more now than they had before.
After a few seconds, she turned and stood. “I’m Judith.”
“Frank,” he replied.
Judith smiled and pulled the top half of her costume
off over her head. Her breasts were encased in a tight
sports bra. Next, she kicked off her oversized shoes
and dropped her pants, tossing them onto a chair with
the top. White tights gripped her from waist to mid-
thigh. Judith ended his search for panty lines by
grabbing a pair of old blue jeans from a chair and
pulling them on. They were almost as tight as the
tights.
Next, she took a man’s cotton shirt from the chair,
then turned her back to Frank. “Would you undo me?” As
he struggled with the closures on the back of her bra,
she added, “I normally don’t wear a bra, but my tits
feel like they’re going to tear right off of my chest
during those handsprings if I don’t wear it in there.”
Frank finally finished and watched closely as Judith
removed the bra and tossed it with the costume. He
caught a few flashes of the sides of her breasts as
she put the shirt on. She was still tying the bottom
of it into a knot when she turned around.
“So, Frank, what do you say we get some popcorn and go
for a walk?”
Frank noticed a crooked little smile on her lips as
she said that. He also remembered that he had intended
to eat right after the show. “Sounds good to me. I
could use a hot Rocky, too.”
He put on his own crooked smile, and hers increased.
“So could I.” She stepped next to him, wrapped her left
arm around his back, and led him out of the tent.
Judith led Frank down the entire midway of the circus,
passing two food vendors before finally stopping at the
third. “Hey, Joe, large popcorn, plain, and two hot
Rockys.”
Joe looked at Frank for a few seconds before moving.
“Okay, I like you. I don’t sell popcorn and hot Rockys
to just any guy who comes over here with my little
girl.” Then he smiled the exact same crooked smile as
Judith.
As Judith led Frank around the back of the row of
tents, he started to eat the popcorn. “Don’t,” she
told him. “It needs some extra flavor.”
She led him to the back of the big top. They sat to
watch the setting sun, and Frank ate the first hot
Rocky. Judith just sat, not eating.
Just as Frank finished the Rocky, the sun disappeared
behind a hill. “So, do you live near here?” Judith
asked.
Frank pointed to the left. “Two blocks from that
church.” The steeple was just visible above another
hill, still lit by the sun they could no longer see
directly.
“Must be nice.”
“They have a 5AM service every Sunday. I can never
sleep through the bell and the traffic. I wish every-
body would go to the 11:00 instead. So, where are you
from?”
“Circus brat. Never lived anywhere for more than three
weeks at a time. I have relatives in Jersey, though.”
Judith looked Frank in the eye again. “Now I think it’s
time for you to eat something else. Me.” With that, she
lay on her side and rolled under the side of the tent,
grabbing the second hot Rocky as she went. “Don’t forget
the popcorn,” she called. Frank hesitated a second,
then followed her.
When he got inside, Judith had already pulled off her
jeans and was working on her tights. It was difficult
because there wasn’t room to stand under the bleachers.
Frank knelt behind her and helped her pull them down
to her knees. Then he just stopped, without removing
his hands.
Judith turned her head to look at him. “What’s wrong?”
Frank took his time before answering. Finally, he said,
“You have the most beautiful ass I’ve ever seen. No,
make that the most beautiful derriere I’ve ever seen.
It deserves better than to be called an ass.” He
started to run his hands over it, then leaned forward
and lightly kissed each cheek.
“I’m glad you like it,” said Judith, “but I have some
other nice parts, too, which I’d like to show you if I
can get out of these tights.”
Frank finally let go of her, and she turned around and
sat. Frank grabbed the tights and pulled them all the
way off. Then he straightened up and took off his shirt
before lying down on his stomach between Judith’s
spread legs. “You’re right,” he said, “it is nice.” He
licked the length of her pussy once. “And it tastes as
good as it looks.”
He spread the lips with his fingers and licked Judith’s
clit, causing her to shudder. He licked across her
vagina a few times, avoiding her clit, then suddenly
he sucked the bright pink bud into his lips and grazed
it with his teeth.
“Oooohh.” Judith shuddered again, more violently, and
fluid started welling out of her vagina and running
down her crotch. Frank quickly lapped it up, then ram-
med his tongue into her as far as it would go while
rubbing her clit with his thumb. He fucked her with
his tongue for a minute, then attacked her clit again.
“Aaaaaaahhhhh–” Judith grabbed Frank’s free hand and
stuffed it into her mouth to stifle her scream. Frank
kept sucking, slipping his middle finger into Judith’s
vagina.
When Judith’s orgasm finally subsided, she pulled
Frank’s hand out of her mouth and said, “Wow. That’s
the fastest anyone’s ever made me come.”
“Tasting you is inspirational. There should be a way
to share that taste with the world.”
“I don’t know about the world, but we can share it
with each other.” He looked puzzled, and she handed
him the popcorn. “That’s why I ordered it plain,” she
explained.
He still looked puzzled, so she took a piece of popcorn
and rubbed it in her pussy, then popped it into Frank’s
mouth. Then she gave herself one while Frank studied
the taste.
“Delicious,” he proclaimed at last. “If we could pack-
age this, we’d make a fortune.” Judith laughed, and
Frank gave them each another piece.
He moved up next to her and lay there, continuing to
feed specially flavored popcorn to himself and Judith.
Suddenly, she wrapped her arms around him. He reci-
procated, then realized she still had her shirt on.
He brought his hands to the knot and untied it, pulling
it open. He took a breast in each hand and gently
kneaded them, rubbing his thumbs lightly across the
nipples. Finally, Frank broke the grip of her arms on
his back and her lips on his lips, and brought his
mouth down to her chest. “These,” he said, “are even
more beautiful than your derriere.”
“You don’t think they’re too small?” asked Judith.
“Nope. Some guys say anything more than a handful is a
waste. Personally, I prefer about twice as big as a
handful, and that’s what yours are. If breasts get too
big, they turn into disgusting blobs. Yours are per-
fect. Your nipples are a nice color, too. Not too dark,
not too light.” Then he kissed each of them.
Judith sat up, looking around. “What’s wrong?” asked
Frank.
“Nothing. It’s just time to reheat that other hot Rocky.
Put it in me to cook for a while.”
Frank unwrapped it slowly, pulled it from its bun, and
carefully inserted into her vagina. Then he returned
to licking and sucking her tits. Once, he briefly re-
moved the hot Rocky from her pussy and rubbed it up and
down the valley of her breasts, causing her to giggle.
Finally, Judith pushed Frank onto his back and grabbed
his belt buckle, undoing it quickly, opening his pants
as well. She pulled his underwear out of the way, and
his cock sprang up, already fully erect. Her lips
plunged over the purple head and engulfed Frank with a
feeling not quite like anything he had ever felt
before. He had had blow jobs, but not like this.
“So tell me,” said Frank between groans of pleasure
from Judith’s oral bliss, “is Joe your dad?”
“Mm hmm,” came the muffled reply from his crotch.
“That accent of his… is it Italian?”
“Hm mm.” Judith finally came up for air. “Actually,
it’s Greek.” She put an extra, sexy emphasis on
“Greek,” which caused Frank to look into her eyes.
They were already locked onto his, and when he met
them, she smiled and nodded. “Come on,” she said,
“let’s get these pants off you.” With that, she
removed his shoes, then pulled his jeans off while
he lifted his ass off the ground. When he let it
down on the ground again, Frank found that the
half-dead grass tickled his crack.
Judith sat on Frank’s face. “Suck the hot Rocky out of
my cunt,” she ordered. Frank did so, slowly and care-
fully, savoring the flavor it had acquired marinating
in her sauce, taking care to avoid biting or breaking
it. When it finally came out, Judith moved away and
slipped her mouth over the other end, also not biting
it. Judith pulled away and let the hot Rocky go with a
soft pop, then withdrew it from Frank’s mouth with
the same effect. She laid on its wrapper and kissed
Frank again.
Frank grabbed Judith’s hips and guided her pussy to
his cock. Despite his eight inch length, it slid in
easily in one push. Judith started slowly pumping up
and down and kissed Frank again. As her pace speeded
up, Frank moved his face to her tits and started
sucking them again. She moaned when he flicked his
tongue quickly back and forth across her left nipple.
Her thrusts and her moans increased when he did the
right one. Then he bit it, just hard enough to send a
lightning bolt through her body, and she came again,
tossing her head wildly and moaning too loudly.
When she recovered, Frank rolled both of them over,
his cock still deep in her pussy. He started to pump
her, but she said, “No, I can’t take any more right
now.” Frank stopped but did not pull out immediately.
Then he spied the hot Rocky and grabbed it. He pulled
himself out of her soaked cunt and shoved the Rocky in
again, causing Judith to whimper. He pulled her legs
wide apart and lifted her ass up a little, pressing
the dark head of his cock against her darker anus.
Judith moaned again, but made no attempt to stop him,
so he pressed harder, firmly but gently. He relaxed
for a few seconds and tried again. On the third try,
he finally got in, and Judith moaned again. Frank
pushed forward slowly, unable to believe how hot and
tight it was in there. When he made it all the way in,
his pelvis bumped into the end of the hot Rocky, pro-
truding slightly from Judith’s cunt, sending another
shiver through her.
He started pumping her ass slowly, hitting the hot Rocky
each time, then increased his speed. Judith moaned with
each stroke, but she was just enjoying the ride now,
not building up to another orgasm. Frank was, though,
and he started moaning himself. In five minutes, he was
moving as fast as he could. Then he stiffened and
slammed into her asshole as hard as he could and stayed
there while he flooded her rectum with more come than
he could remember ever producing before. He kept coming
for whole minute, and when he finished, he withdrew
with a pop.
Judith pulled the hot Rocky out of her pussy and pressed
the end lightly against her anus, catching some of
Frank’s come leaking out of her. Then she moved it to
her mouth and bit it, chewing slowly. She swallowed,
then dabbed up some more come and bit it again. One
more time and she was half way through the hot Rocky.
She put the other half on the wrapper again and sat
up, leaning forward to kiss Frank.
Her kiss tasted strange, and he realized it was his
own come that made it different, but it wasn’t bad. He
had kissed women after they had blown him before and
not liked it, but this was unique. Judith noticed his
reaction and broke it off to say, softly, “Circus hot
Rocky pressure cooked in a hot pussy and topped with
come is my favorite meal.”
“I can see why.”
Judith pushed Frank onto his back and leaned down to
lick him clean, gently, without causing him to get
hard again. When she stopped, they just lay there for
a minute. Finally, Judith broke the silence. “Can you
give me a ride into town? I need something from the
store.”
“Sure,” answered Frank. They both took their time
dressing. Frank pulled his pants on without his under-
wear, stuffing them into his pocket. Judith likewise
skipped her tights. Before she could pull up her jeans,
tough, Frank put the remaining half of the hot Rocky back
into her pussy. Then he zipped her up, not giving her
a chance to protest. They both put on their shirts,
then went to the clowns’ dressing room where Judith
dumped the tights, put on some shoes, and grabbed a
small handbag, into which she slipped something when
he wasn’t looking. They held hands as they walked to
the public parking lot.
Frank led Judith to the passenger side door of his
pickup truck and helped her onto the seat. As she sat
with one of her legs still hanging out the door, Frank
noticed a damp spot in her crotch, and he bent down
and licked it once. Judith giggled and pulled her leg
into the truck. Frank went around to the other side and
got in.
The drive into town was quiet, with the radio softly
playing a classic rock station. Frank pulled up in
front of the store and Judith hopped out, saying, “I’ll
be right back.” Frank closed his eyes while he waited.
When Judith returned, he started the engine again.
When the circus came into view about half a mile away,
he asked, “Do you need to get back right away?”
“No, we don’t leave town until noon tomorrow.”
“Good,” he said, and turned the truck off into a
cornfield.
Frank got out, walked around to Judith’s door, and
helped her out as well. As she spread her legs, he saw
that the wet spot had grown. He led her to the back of
the truck, and they removed each other’s shirts again.
Frank slipped out of his shoes, then lifted Judith onto
the tailgate of his truck and removed hers. He opened
her jeans and she lifted herself up on her hands so he
could pull them off. She leaned back on her elbows,
and Frank sucked the hot Rocky out of her pussy, eating
it as he went.
When he finished, Judith said, “Sorry to ruin the
moment, but I’ve got to pee.” And she hopped off the
truck and disappeared into the corn. Frank realized
that she had a point and went the other way. When he
had finished watering the cornstalk, he automatically
started to zip himself up, then thought, “why bother?”
He returned to the truck to find Judith shucking an
ear of corn without picking it off the stalk. “I think
I found a way to share it with somebody,” she said.
The ear of corn was about at the height of her crotch.
“Don’t bother,” said Frank. “This is feed corn. It’ll
be eaten by pigs and cows.”
“Oh,” said Judith, disappointed. She came over and
kissed him again, and he lifted her once more onto the
truck. Then he slipped his pants off and hopped up
with her, leading her into the bed, where there were
some old tarps. He laid her on them and moved on top
of her, kissing her gently before inserting his cock
unaided into her pussy.
He pumped her slowly, taking his time, savoring the
feel of her slick cunt gripping his cock as it slid
in and out. Their lips pressed together without any
tongue action, and Frank’s hand gently kneaded Judith’s
breast.
The leisurely fuck continued for some fifteen minutes.
Then almost at the same moment, Frank and Judith looked
into each other’s eyes. Agreement flashed between them,
and Frank tripled his speed. In just two more minutes,
Judith was screaming out another shattering orgasm
while Frank filled her channel with his hot fluid.
When they both finished their orgasms, Frank rolled
onto his side, pulling Judith with him, his softening
cock still lodged in her warm pussy. They kissed
lightly, and Frank reached back and pulled a flap of
tarp over them. They went to sleep under the stars.
——–
When Frank woke up, the sun was high in the sky, and
Judith was gone. He sighed, climbed out of the truck,
and got dressed. When he opened the door of the cab,
he stopped. The bag from the store was on the seat,
with a card on it and a red rose on top. He pulled out
the card and read it first. Inside, she had written,
“Your derriere is pretty nice, too.”
He picked up the rose next, and there was something
attached to it. A plastic tube, leading to a rubber
bulb. It was the flower she had squirted him with.
Frank smiled and stuck it in his lapel, then got in
the truck and drove home.