“Come on, can we go home?” Shelby asked.

“What’s the matter with you tonight?” Kelly responded.  "We just got here.”

The two girls were wandering around the county fair.  The smell of popcorn and funnel cake barely masked the odor of manure that pervaded the air.  They meandered past the various vendors and booths.  

"Ten minutes at the fair is plenty.  We're not 15 anymore.  We're adults; we can go to bars, clubs, really anywhere that isn't the fair."  The blonde wondered for the millionth time why she still hung out with Kelly.  Habit, mostly, kept the two girls almost inseparable since middle school, despite a growing lack of crossover in tastes in almost everything as the two girls went through high school and then college together.  Now, having recently graduated, without school in common, with vastly different jobs and interests, they struggled to find things to do together.  So here they were, on a Friday night, at the crappy county Fair they had frequented to make out with boys in high school.

"You are such a stick in the mud.  Ooh, let's ride the Ferris wheel!" Kelly said, grabbing her friend’s hand and dragging her forward through the crowd.

Reluctantly Shelby allowed herself to be lead along.  Kelly's desire to get the Ferris wheel, and likely her whole reason for going to the fair, become quickly apparent when Shelby saw the guy operating the Ferris wheel.

"Jesus Christ Kelly, he's a carnie," Shelby said, planting her feet.

"The hottest guys always run the Ferris wheel," Kelly replied, repeating her same line from high school.  

Shelby watched disgustedly as Kelly bypassed the line and hung herself over the guard rail separating the operator from everyone else, thrusting her massive chest out as she shamelessly flirted.  Admittedly, he was pretty hot, and it was much less creepy than when she'd been a teenager hitting burnt out carnies in their thirties, but still, when the operator left the controls to lock lips with Kelly, one hand tangling in her hair while the other made its way up her shirt.

"Ahem," Shelby cleared her throat, stepping up to the fence.  They went right on as though they didn't hear her.  "Ahem!" She repeated, louder.  They unlocked lips and the operator stared over Kelly's shoulder.

"If you wanted to join, I'm okay with that," he said.

Shelby was so disgusted she was able to look past his deep, piercing blue eyes and chiseled jaw line.  "She's got a boyfriend dude."

Handsome operator looked out into the crowd.  Most of the line were kids more or less impatiently waiting for their turn on the Ferris wheel.  "I don't see him here."

"He's a cop," Shelby said flatly.

"Oh, shit," he said, stepping back, and then he addressed Kelly.  "I'm sorry miss, you need to stay back from the fence."

"What the fuck Shelby?" Kelly said, scowling at Shelby as she left the fence.  

"I'm sorry, do you not have a boyfriend?"

"Yeah, but he's not a cop!"

"Yeah, I should have told Criminal McCarnie that your boyfriend is only a little more washed up than he is."

"It's not like I was gonna leave Chris for him," Kelly said with a huff.  "I got a good feel of his junk, he's not even that well hung."

"You're disgusting, and I'm going home before-" Shelby froze, petrified mid step.

"Before you ruin my shot with another hot guy?" Kelly asked.  Shelby still didn't move.  Kelly followed her gaze and saw what hat terrified her friend.  "Oh my god, you're still terrified of clowns, aren't you?"

A pair of the made up, brightly dressed performers were up ahead of them.  A tall one was messily juggling dozens of colorful balls, while his shorter associate was running around frantically trying to catch the loose balls in a bucket.  

Shelby regained her composure enough to duck behind a food cart, suddenly breathing very heavily.

"Are you serious right now?" Kelly asked.

"You know I don't like clowns," Shelby hissed, peeking over the edge of the food truck.  "Did they see me?" she asked, ducking back down.

"They're not looking for you, you pussy."  She started to walk away, but Shelby grabbed her arm.

"Please, you know they freak me out, can we just please wait?"  Shelby was begging, and finally relented.  She stood watch impatiently until the clowns moved on.

"You can come out, scaredy cat," Kelly said.

Shelby stood up, looking around nervously for any sign of the clowns.

"I believe it was you who said we're adults now," Kelly said.  "Now, do adults hide from things that are perfectly harmless?"

"I have coulrophobia.  There's no need to be a bitch about it," Shelby said, fidgeting nervously.

"And there was need for you to be a bitch back there with hot Ferris wheel operator, and yet you did."

"You know what, screw you.  I'm going home."  Shelby left in a huff, not bothering to look back.

"Shelby," Kelly called after her, but she was gone, melting into the crowd.  "Ugh, what a drama queen.

Kelly went back to the Ferris wheel, but the man currently operating the machine was about 300 pounds and had a face not even his mother could love.  Alone at the fair, without even a hot guy to make out with, Kelly found herself very bored.

It's all Shelby's fault, she told herself.  The fair was supposed to be fun, and she had sucked the fun out of everything, a trait that was becoming more and more common.

She sighed dejectedly, making her own way towards the parking lot, avoiding the crowds and heading towards where she remembered a service entrance being.  She couldn't find the break in the fence where she thought it was, and was soon wandering aimlessly around the empty pavilions at the back of the fair.

She jumped as she turned a corner and almost walked into a lone clown.

"Jesus," she whispered.  "I'm sorry, I'm not actually afraid of you, you just startled me."  The clown didn't acknowledge her as it made balloon animals.  "Actually," she said, a devious smile crossing her face.  "Do you do personal events?  I have a friend who would just love a visit from a clown."

The clown stopped what he was doing.  She shuddered as he looked up at her.  His eyes were black.  She blinked rapidly, and when she looked again she saw that they were just brown, probably a trick of the contrast against the white pancake makeup.  Around his mouth was painted a big red smile, and his frizzy orange hair was styled upwards in a pointed cone.

"Uh, what do you charge?  Are you hourly?" Kelly asked, opening her purse.

The clown ignored her, resuming his balloon art.  

"Hey, I'm talking to you!"  

The clown held out his balloon creation to her.  It was a giraffe.  

"Um, thanks but no thanks.  I'm gonna say this real slow so even you can understand.  I want to pay you," she said, holding out a wad of cash," to come scare friend.  Do you understand?"

The clown cocked its head, staring at her blankly.

"Jesus, I can't tell if you're deaf or just retarded."

The clown's face lit up, and he sorted through one of his pockets, producing another long balloon.

"No more balloons," Kelly said, twisting the head of her giraffe until it popped.

The clown nodded, holding up a finger for her to hold on.  He produced a blue rubber ball, squeezing it so it squeaked like a dog toy.  He pulled out a white handkerchief, draping it over the ball.  When he lifted the handkerchief, the ball was gone.

Kelly opened her mouth to tell him exactly how unimpressive she found his trick, when she felt something filling her mouth.  A hard rubber surface filled her mouth, keeping her tongue pressed flat on the floor of her mouth and keeping her jaws wide open.  She bit down reflexively, surprised when she heard a squeak.

The ball was in her mouth!

She brought he hands up to her mouth, but the clown grabbed her left arm, spinning her around and wrenching her arm behind her back.  He pulled her other arm, and swiftly bound her wrists with the deflated balloon.  He then spun her back around.  He proceeded to grab her breasts through her shirt.  The ball in her mouth squeaked as she made a muffled protest.  The clown threw his head back, shaking with silent, mock laughter.

Kelly’s initial shock and paralyzing fear was replaced with indignation.  Grunting into her makeshift gag with a squeak, she brought her knee up hard into the clown’s groin.  Not waiting to see if her assault was successful, she turned, running away.

Her efforts to dislodge the ball from her mouth were proving fruitless, same for the balloon binding her wrists.  The stretchy material was digging painfully into her skin.  She ran for the entrance to the tent, almost falling as she came to a sudden halt, the clown appearing in the entrance right in front of her.

The clown grinned; grabbing the flower pinned on the front of his shirt and squeezing.  A fine, sweet smelling mist shot forth from the flower into Kelly's face.

Kelly gasped, startled, sucking up the vapors through her nose while she inadvertently squeaked the ball still lodged in her mouth.  She was immediately struck by a sensation that her world was spinning, and her knees felt week.  

She was helpless to stop the clown as he hoisted her up and tossed her over his shoulder.  She struggled, but the change in orientation only made her dizzier.  She screwed her eyes shut, whimpering as she felt the clown carry her off.

She squealed as one of the clown's gloved hands snaked up her skirt, squeezing her ass.  She was wearing a thong, which left her cheeks unprotected from his gloved fingers.  Whatever the clown had dosed her with had left her weak, and her struggles were ineffectual as the clown toted her off.

She’d periodically give a spirited wiggle to keep up the image that she was still resisting, but in her current state, she was just trying to remain awake.  Whenever she opened her eyes, the ground seemed impossibly far away, and that ground moving below her still made her light headed.

She was carried through another tent flap and set bodily in a chair.  She fought to look up straight, and found herself sitting in front of what appeared to be a makeup table.  A grungy mirror was lined with tall fluorescent lights, a third of which were out or busted.  The red paint was cracked and peeling on the table in front of the mirror, and on it was an assortment of filthy brushes, tubes of pancake makeup, and cans of what looked like spray paint.  

Kelly could see the clown behind her in the mirror, and she watched with a morbid fascination as he reached into his sleeve with a flourish, and pulled out a yellow bandana.  Tied to its end was a blue one, and tied to that was a green one, and on and on.  When the clown had a decent length of scarves, he threw them over her, under her breasts, and pulled it taught, holding her fast to the chair.  

The clown proceeded to pull out an unfathomable length of scarves from up his sleeve, making a pass above her breasts, another below, even going down and holding her lap to the seat of the chair, and finishing off by tying her ankles together and securing them under the chair.  Kelly was not too out of it to notice that the last piece of fabric in the chain was not another colorful scarf but a pair of pink panties.

Kelly could only watch, helpless, from the chair she was now restrained to, as the clown work.  Her eyes were red, partly from being on the verge of panicked tears, and partly from whatever the clown had sprayed in her face.  Her red lips were in a wide O, wrapped around the blue rubber ball still firmly lodged in her mouth.  Drool was beginning to bubble out the right side of her mouth, creeping down her lower lip.  Her chest was thrust out from having her hands bound behind her, and the scarves above and below her breasts made them even more prominent in her skimpy top.  Her skirt had ridden high, exposing quite a bit of her smooth thighs above the scarves tied above her knees.

She moaned, trying to probe and push the ball back out of her mouth again, succeeding only in making it squeak faintly.  As if noticing her pitiful efforts, the clown reached his fingers under her cheeks and pried the ball loose.  He juggled the spit covered ball, several other balls joining it seemingly out of nowhere as Kelly worked her sore jaw.

“Please, let me go,” Kelly pleaded.  “I won’t tell anyone if you just let me go.”

The clown ignored her, the balls disappearing back into one of his many pockets.  From a different pocket he produced another deflated balloon and a handheld pump.

“My friends will be looking for me,” she tried reasoning.  The clown simply attached the balloon to the pump and blew up the balloon a tiny bit.  

“Please,” she pleaded again, but the clown grabbed her jaw, pinching her cheeks and holding her mouth open as he stuffed the balloon past her teeth.  Her eyes went wide as he began to pump, slowly, allowing her to feel each expansion of the nylon within her mouth.  The balloon wasn’t rigid, so she had to consciously keep jacking her jaws wider to prevent the balloon from going down her throat and choking her.  It smashed her tongue against the floor of her mouth, and expanded out into her cheeks.  she watched in the mirror as the red balloon spilled out of her mouth before the clown expertly tied it off.

“HHHNNGGGG!” She cried.  The clown put away the pump before rummaging around in one of the drawers at the table, producing a roll of white tape.

The clown pursed his own painted lips, pinching them together with three fingers, and then reached for Kelly’s face.  She realized that was an indicator of what he was about to do.  She shook her head furiously, thrashing in her bonds.  She tried to bite down, hoping she could pop it with her teeth, but it squeezed back into her throat, threatening to choke her.  She gagged, hot tears streaming from her eyes as the clown deftly grabbed her lower lip with his thumb and pointer, prodding the balloon fully into her mouth while he pulled her lips together over it.  She was still struggling to find a balance of open jaw and closed lips when the clown slapped a piece of white micro foam tape over her lips.  The tape conformed to her perfectly as the clown smoothed a piece from ear to ear.

She fought to get control, trying desperately to keep the balloon from slipping down her throat.  She was crying and struggling to breath through her nose when the clown produced another handkerchief, holding it over her nose.  At first she thought the clown was taking away her last supply of air, and she screamed into her new gag, but the clown never made any move to cover her nostrils, and she calmed down enough to realize what it was for.  She blew her nose into the handkerchief, clearing the snot that was building up from when she started crying.  

She was able to get her berating under control, and she watched as the clown rummaged around on the table again, producing a tin of white clown makeup.  He took a sponge and began applying the heavy white makeup to her face, starting at her forehead and going down in long streaks.  She shut her eyes long enough for him to do her eyes, and then went back to watching with morbid fascination as he transformed her.  She became an albino before her eyes, the thick makeup blending perfectly with her gag and disguising the tape silencing her.  

Once he’d painted her white from forehead to neck, the clown switched tins.  He painted a deep frown over her mouth in fire engine red, followed by a circle on each of her puffed out cheeks.  He then switched to black, giving her thin eyebrows, and as a finishing touch, a big black teardrop below her left eye.

She almost didn’t recognize herself.  Just a sad clown, tied to a chair.  The clown wasn’t done yet; he had grabbed a brush, which he combed through her hair before pulling her blonde hair into two pigtails set on the sides of her head.  He used small cans of spray hair dye to give her ponytails green and pink streaks.

The clown stepped back, admiring his handiwork.  The he pointed up with a great look of shock, pantomiming remembering something.  He returned to the table one more time, pulling a small red ball.  He affixed it to her nose, and stood back, this time silently applauding her appearance.  Kelly shook her head halfheartedly, but she knew the nose wasn’t going to come off on its own.

The clown disappeared around the other side of the mirror.  With her captor out of sight, Kelly began to struggle against her bonds.  Her hands were going numb from the tight balloon still tied around her wrists, but the scarves were relatively loose.  She kicked her feat, shifting her legs to loosen her bonds.

It didn’t matter.  The clown returned shortly, and Kelly’s eyes went wide in shock when she priced together what he was carrying, and what it implied.

A green and pink harlequin patterned string bikini, coupled with a pink frilly tutu and matching frilled collar.

Kelly screamed into her gag, thrashing against her bonds.  The clown pulled out a pair of shears from behind his back.  Kelly shook her head furiously, blubbering into her gag.

Starting above her cleavage in one line the clown cut through the scarves holding her to the chair, her shirt, bra, skirt, and thong.  One quick snip through the other side of her underwear completed the process, and the clown dragged her to her feet, leaving her standing naked save for her shoes.

The clown gazed at her nude form before him, caressing the side of her breast with his gloved hand.  Kelly shuddered, the clown’s apparent hunger for her flesh not part of his clown act, and so much more terrifying.

The touch was brief, and the clown resumed his jovial manner, holding out the panties, a thong she noted.   He tapped the flower pinned on his chest as a reminder that he could simply drug her again.

Kelly reluctantly stepped into the panties, allowing the clown to pull them up her hips, the patterned material hugging her nether region.  The clown was fortunately all business, not lingering as he held up the tutu next for her to step into.  He pulled it up to her waist, and it did nothing to cover her scantily clad lower region.

The top came next, and even with her wrists still bound behind her the clown was able to maneuver and tie the garment onto her.  It amounted to two patterned triangles that barely covered more than her nipples, her ample tits still fully on display as the string bikini strained to hold them back.

Finally, he pulled the collar over her head.  It came down right where her clown makeup ended, and she realized that it kept her from being able to see down directly below her.  Even if she worked up the nerve to run, this would hinder her greatly.

The clown pulled out a pair of white gloves that matched his own.  He went behind her, and finally he released her wrists.  She immediately went to rub the feeling back into her hands, but her grabbed her hands in a viselike grip, forcing the gloves onto her hands.

The clown repeated his silent clapping routine, throwing in some bows to an imaginary audience.  Kelly found the gloves were stiff, leaving her hands virtually useless.  She reached up to her mouth, trying to get the gag off, but unable to work her fingers, and with the tape melded into the makeup job, she couldn’t even find the edge.

She gave an exasperated squeal as the clown grabbed her wrist, leading her away from the mirror.  She struggled to keep up on her heels.



Shelby had returned to the fair.  She’d tried texting and calling Kelly to apologize.  Not that she felt she owed her an apology, but that’s the way it worked.  Shelby would apologize, and occasionally Kelly would admit that she might have been a bitch, and on rare occasions she got an actual apology.  But kelly hadn’t answered her calls or returned her texts.  

She returned to the Ferris wheel, seeing the new obese operator, and she assumed that Kelly was with the original operator behind a tent somewhere.

Shelby was about to give up.  She pulled out her phone to give Kelly one last call.

“Hey, hey, you, you, I don’t like your girlfriend.”

Shelby sighed when she heard Kelly’s obnoxious, dated ringtone.  “I hate that stupid ringtone, but at least I know you’re the only one who still has it,” Shelby muttered.

She followed the sound, and saw it was coming from a tall red box.  She walked around it, and saw the one side was glass.  It was dark inside, and Shelby leaned in close, shielding away the glare with one hand.

A light came on inside the box, and Shelby jumped back when something slammed against the glass.  

“Oh fuck!” Shelby screamed, seeing a clown in the box.  She fell backwards onto the ground, and began crawling backwards in an attempt to put some distance between herself and the clown.

The clown was dressed, if you could call it that, in a pink tutu with matching collar, and pink and green harlequin patterned string bikini.

As Shelby got her breathing under control, she squinted at the clown that was pounding on the glass front of the box.

“Kelly?”

The clown didn’t respond other than to continue banging on the glass.

Shelby got up, sidling back towards the box.  It was definitely Kelly under all that makeup and slutty getup.

“Jesus Kell, this isn’t funny.”

Kelly pounded on the glass, screaming into her gag.  From how muffled Shelby sounded, she was sure that Kelly would be unable to hear her muffled screams.  Still, she had to get her attention, convince her this wasn’t a joke.  The clown had set her up in this little box, and had placed her phone on top of it.

“You know what, I was came back to apologize to you, but after this, screw you Kelly.  You’re the worst friend ever.”  Shelby stormed off, throwing Kelly the middle finger over her shoulder.

“MMMMMMGH!” Kelly screamed into her gag, throwing herself against the glass.  She watched her best friend walk off and disappear back into the main fairground.  She sobbed, leaning against the glass as the light went back out, leaving her trapped in darkness.



The sun set, and eventually the fair started winding down for the night.  Kelly had given up on anyone else stumbling upon her little display box, and was crouched on the floor, slipping in and out of an uneasy sleep when she was startled awake by the key unlatching the back of the box.  The back of the box opened and silhouetted in the ambient light, she saw the clown standing above her.

She was too weak and tired to resist as the clown dragged her to her feet.  The only person who knew she was there thought she was a complete bitch and had left her there.  The clown was going to take her now, and there was no one coming to save her.