(Clown Tf / various TFs)



I covered my eyes as Heart led me through the doors, the smell of booze, drugs, and cotton candy was intoxicating assaulting my nose in a wave of pleasure. The sounds of techno remixes of circus music drowned out the sounds of laughter and moaning. I removed my hand from my eyes and gasped in shock. The only way I could describe this place was as if someone high and drunk was given the ok to design a bar and no one questioned or said no to them. The entire place was composed of platforms that shifted between all the colors of the rainbow and they seemed to defy gravity as they floated around spinning above a giant pit, which led to a rainbow void with multi-colored bubbles coming out. Each platform had either seating, strip poles, or a dance floor with both humans and clowns occupying them. And at the top there was a platform larger than the others, I couldn’t see what was on it from below but one of them had music emanating from it.



“So whatcha think about my old pal Juicy's place?” Heart asked with a triumphant smile on her face upon seeing my wonder.



“It’s weird,” I said, taking in the sights and sounds. “I never thought a place like this could exist, this is all too strange for me to process.”



“A good old drink or two will make this place seem as normal as a bar in the human world,” she said, taking my arm and pulling me out of my daze,” Come on I want you to meet someone!” She pulled me to the edge of the pit, I looked down into the rainbow below. Heart took my hand and smiled at me, “Don’t worry nothing will happen trust me.” I nodded and she jumped off the edge taking me with her. Well kept falling closer and closer to the void, I closed my eyes ready for the worst. Then I stopped falling and felt something soft push against me. I opened my eyes and they were met with Heart’s round belly, the two of us were inside of a bubble and we were ascending. Heath smiled mocking my fear and leaned back resting her head in her arms behind her head, “Told ya there was nothing to worry about.”



I got a better look at the weird circus strip club bar hybrid, people were turning into clowns after taking a drink from their glasses or had their bodies change in some way like giant ears or a tiny head. Both humans who looked normal and those with exaggerated proportions danced on the poles looking too intoxicated to care, as well as clowns of all shapes and sizes. Humans and Clowns sharing blunts and hookahs laughing as they change. And the dance floors were flooded with humans and clowns. It should have been way too much for me to take in with all of the weird changes, yet I was kinda drawn to this place.



I watched in awe and words slipped from my lips “What is this palace, it’s incredible?”



“Yep, that’s Juicy's Jolly Joint, the best place in Clown Town to kick back and relax.” she said with a giggle, “You ain't going to find any other place like this anywhere in the world.”



“Yeah, you don’t need to tell me that,” I smirked. I looked around with a puzzled look. “I didn’t think that you clowns would be into this kinda stuff, this place looks like a fetish heaven.”



“Who said we clowns don’t like to have other kinds of fun?” she said with a silly pout and motioned to the clowns drinking, doing drugs, and on the poles. “I’m a regular on the poles and have a show in the VIP room as a matter of fact.”



I laughed just at the thought of Heart and her round body spinning around on a stripper pole was too much for me to handle, she smiled back at me knowing what I was thinking. “You? Pole dancing? I doubt your arms could ever reach around it and do you even have anything down there?”



Heart smiled and winked at me, “ I could give you a personal show later, and even give you a backstage pass if you want?”



“I shook my hands and head, “No, no, no I’m good just thinking out loud!”



She laughed, causing me to laugh with her, “Well you're going to see my show tonight anyways!”



I stopped laughing and asked, “A show?”



“Yep, a dinner and a show!” she said with a devious grin. “I know how to treat a girl don’t I?” Before I could say anything she jumped out and pushed the bubble towards me. “Looks like it’s our stop!” She pushed the bubble over the large platform which contained a massive DJ booth and a dance floor that overflowed with people, and a giant bar in the center. She poked the side of the bubble then it popped, dropping us on the dance floor. “WE’RE HERE!” she loudly exclaimed.



I got to my feet and looked over the edge at what looked to be an endless fall. I was suddenly pulled back by Heart and she began to drag me through the crowd. Clowns waved at her, greeting her and asking if she was performing tonight. She waved back in response and greeted them back and told them not to miss her show. So I realized where she was leading me, to the bar. We pushed through the crowd and made it to the bar, which was the size of a building and all manned by one clown.



She was a tall slender clown with a neon-blue bob cut and a large blue nose. She was wearing the most normal clothing that I have seen clowns wearing, A neon-blue shirt with a black jacket and bowtie, a black pencil skirt that didn’t even reach halfway down to her knees that were covered in neon-blue stockings, and matching high heels. But she still had what I grew to know as the clown standard of long feet, white four-fingered gloves, and exaggerated proportions, as her butt was massive looking like two beach balls were stuck to her butt. But what caught my eyes (other than her butt) was what she was doing. She grabbed dozens of fruit of different varieties and juggled them around her as she served up drinks. She then looked up and stretched her jaw open wide and tossed all of the fruit insides, with each one landing with an audible splash in her stomach. She began to shake her hips causing an audible sloshing sound with each shake. She then walked toward a young woman sitting at the bar and said to her, “So you're the gal who wants a Tiny Tangy?” the woman smiled and nodded. The clown pulled out a shot glass from behind the woman’s ear and spit a purple liquid into it and handed it to the woman telling her to enjoy it.



The woman downed the shot in one gulp. Her skin grew pale and her hair started to get a yellow shade along with her nose and cheeks. I watched as she began to shirk in her seat as her skin turned more white and her hair more yellow. So she was consumed by her clothing and her empty pants and shoes fell to the ground. The clown reached down and pulled the girl, now a clown no bigger than a barbie doll who had an afro larger than its body, out of the clothing. The clown put her on the counter and the now tiny clown woman looked down at her now tiny body with the only big parts being her assets and hair. The bartender clown shook the tiny girl's hand and pulled out a sparkly skimpy yellow dress that the tiny clown slipped into. The new tiny clown waved goodbye and jumped off the counter. She walked past us and disappeared into the crowd.



“Heart about time you showed up!” the bartender clown said in a seductive voice with the scent of alcohol riding it that intoxicated my mind luring me towards her. The two of us walked over to the bartender.



“Sorry Juicy I got a little sidetracked. I hope you and the other gals weren’t waiting too long.” Heart said, scratching the back of her head and giving the other clown Juicy puppy eyes.



“No sweat Heart, we are used to you being fashionably late,” Juicy said putting her hands on her hips causing them to shift and sloshing to be heard. She looked over at me and smiled. “And it looks like you have a good reason to be fashionably late, I can smell her clown potential. It’s like a fine wine, bursting with flavor.”



Before I could speak, Heart shook her arms, “Sorry Juicy I pinky promised not to turn her into a clown. It is a shame that her potential is going to go to waste.”



Juicy leaned over and outstretched her arm to me, “Names Juicy, I’m the owner of this joint and any friend of Heart is a friend of mine.”



“My name is Marry,” I said softly as I took her hand, the moment I touched it an electric shock coursed through my hand into my body causing my hair to stand on its ends. The two clowns laughed at me, it took a second but I joined in laughing as I fixed my hair. I should have known better than to shake a clown girl's hand, so I guess I deserved the shock.



Juicy wiped a tear from her eye and then whistled. Three clown girls that were dressed like her and had the same hairstyle and colors, but there was a third of her height dashed out from a compartment in the band and sprung to her side with a goofy salute. “Alright, girls I’m on break so hold down the fort will ya?”



“You got it, boss!” the three girls said in unison in high-pitched voices.



Juicy slid over the counter and joined us. “Alright girls, I think the others have been waiting long enough.” The three of us began walking across the dance floor, I bumped into a couple of people as I found it hard to avert my gaze from Juicy’s behind her hips exaggerated sway and the sound of sloshing with each sway didn’t help. We reached the edge of the dance floor and Juicy snapped her fingers and a door with the words “VIP” on it popped into existence. “Ladies first,” she said, opening the door that led into a black void and motioning for us to walk through. I did as I was told and entered.



Once I stepped through the darkness I entered an art deco-themed theater. In the back, there was a more traditionally looking bar except for the clown manning it, and the seats were booths with tables, and the stage extended down the middle. I followed Heart and Juicy down to the bottom of the theater where there was a large booth that wrapped around the end of the stage. In the booth, there was a group of humans and clowns.



“Hey girls,” Heart waved, getting stares from the humans. “Where are my manners I brought a special friend with me, meet Marry.” I nervously waved at the group. She turned to me and smiled, she pointed at an auguste clown girl with large breasts and butt wearing a rubber tube top that looked like it was going to burst open from the size of her bust and a tiny rubber skirt that left nothing to your imagination, and her pastel pink hair was done up into two large ponytails, “That’s Snickers, she has a bit of a dirty sense of humor but you will love her,” she pointed to a mime who was purely black and white wearing a sleeveless striped top and a black skirt that when down to her knees, “That’s Mimi she’s a quiet type but don’t let her fool you she’s quite a character.” and finally a normal looking clown was wearing a pink and blue jumpsuit with ruffles on the sleeves, pant legs, and neck, “And finally that Doodles don’t let her looks fool you she has quite an active imagination. Heart looked at the humans who were eyeing down her body as well as me. “And who are they?” she asked Juicy.



There was a young couple, a scrawny boy and an active blond who looked like they had just come from a more normal club that was sitting next to Snickers, “That's Harvey and Ellie, their Snickers’ guests.” she pointed to a slender girl wearing a bright yellow sundress who seemed to be ready to jump out of her seat with excitement who sat next to Mimi, “That’s Skyler, I find it hard to believe that she came with Mini with how talkative she is.” Then finally there was a young man who looked pretty plain looking who was sitting next to Doodles, “And finally there’s Luis who came with Doodles.” She turned in his appearance and wardrobe to me and pointed to herself, “My guest is coming later during my special show, so keep your eyes out.” We took our seats in the only open part directly in the middle, I had Heart’s round body on one side and Skyler on the other.



“Sooo you are Heart’s special guest,” the voice of your styptic valley girl but high pitched came from Snickers who was eyeing me down, “You seem like just her type, nice and like totally boring, except you got like a little blimp down there.”



“Oh, don’t listen to her,” Doodles said to me. “The only thing in that empty head of hers is nothing but sex.”



Mimi just nodded in agreement.



“Well, I like scored a couple of cuties that I’m going to make even cuter!” she said pulling the couple to her and Harvey got a face full of cleavage much to Ellie’s dismay.



“Wait, you're letting her transform you?” I asked, eyes wide in fear, what did I just walk into?



“It was his idea,” Ellie said, “he couldn’t take his eyes off of her and the next thing I know is I’m being talked into this.”



Harvey freed his face from the bimbo clown’s cleavage and spoke up, “Hey you only agreed because you wanted tits like hers!”



“Don’t listen to them,” Skyer said in a bright and cheerful voice. “I’m here because being a clown sounds fun, I mean who doesn’t want to pull silly pranks every day and make people laugh? Once I said Mimi, I had to ask her about being a mime, it was a little hard to communicate but she mimed me into it and here I am.”



“Yeah, that does sound nice…” I said under my breath. I looked at Luis who looked embarrassed. “What’s your story?”



“Um, well.” He said scratching the back of his head, “I started dating this girl, a wonderful girl. The next thing I know she wants to tell me a secret, I agree, and then she starts peeling off her skin and it turns out she was a clown.”



Doodles interrupts him and continues, “And he was very accepting and he loved clown me more than human me, and I talked him into becoming a clown,” she turns to Luis and kisses him, “Isn’t that right baby?” he nods.



“So that’s what you have been up to Doodles,” Heart skinkers.



Doodles cross her arms and pout, “Well at least I don’t lead as much of a double life as you do Heart.”



“Moving on,” Skyler said over the two clown girls, “So what about you Marry?”



“Well I got stuck in this place trying to go home and I missed the train so Heart is keeping me safe till I get home.” I explained, “Also I’m not turning into a clown.” The other three clowns looked at me in confusion, and so did everyone but Ellie. Before anyone could say anything a clown sever came and stopped at our table with drinks for each of us.



“Speaking of turning into clowns,” Juicy said, taking the drinks and passing them around. She gave me a wink and handed me mine, “Don’t worry it’s non-clownalcoholic.”



“Clownalcoholic?” I asked with a puzzled look.



“It won’t turn you into a clown or change you,” she said with a reassuring smile.



“Um, thanks.” I smiled back.



“OK!” Heart cheered, “Who's going first?” she pointed at the other humans and said, “What one of you is going to step into the world of clowns first, once you take a sip there is no turning back, and your hosts have chosen drinks specially for you. What are you going to turn into only they know.”



We looked around at each other, even Skyler was nervous to take the first sip. We just sat there for a while with the clowns eagerly looking and waiting. Then Harvey put his hand on the shot glass filled with a pink liquid with blue swirls that was in front of him. Before anyone could say anything he drank it in one quick motion. We all stared at him.



“God I can’t believe you drank it first!” Ellie frowned, “Let me guess she said that it would make your dick big right?”




“She didn’t tell me anything about what would happen?” he said, but his voice sounded a bit off.



“So like how do you feel?” Snickers asks, eyeing the growing bulge in his pants.



“I feel hot?” he said pulling at his collar. His skin started turning a shade of pink and white circles began to appear around his eyes and a yellow smile around his mouth. “Shit I’m like starting to feel funny.” He said his voice sounding much higher. His changes become more noticeable as his hair lightened becoming a golden brown and his nose grew and changed into a sphere and turned a matching color. His body also began to lose height and his hair grew out and became softer and curly. “Whoa like what’s happening to me?” he said as his Adam's apple vanished. His hair continue to grow till it reached halfway down his back. His muscles began to shrink making his body more slender and arms and legs dainty and feminine. “I like feel like super hot…” He said running his hands through his long golden brown hair. His face is next to change growing softer and shaper losing all masculinity. With a flutter, of his eyes his eyelashes grew longer, and then his lips puckered up and grew in size becoming inflated and into a permanent pucker. His body became more slender and curved giving him an hourglass look. Outside of the lack and breasts and hard shaft, Harvey looked like a sexy clown girl.



“What the hell?!” Ellie shouted looking at Harvey, ”You turned him into a girl!”



“Wait, I'm like a girl?” He said with a dumb look on his female face, “But I still have a cock?”



Snickers shrugged and smiled, “He likes big boobies so I decided to give him a pair of his own.”



 She placed her finger on his erection and pushed down. With the sound of a slide whistle, his penis began to shrink downwards and his chest and butt began to grow. And Harvey seemed to be enjoying every second that his manhood shrank away and massive breasts and ass replaced it. Snickers’ finger pushed past his pants and turned his manhood into womanhood. The new woman’s massive G-cup breasts burst free of her breasts and her pants didn’t stand much of a chance against her new butt. The woman’s breasts looked plasticky and fake as if they were cheap enlargements and defied gravity, with her ass looking no different. She looked fake, her lips were unnaturally large and plump looking like she had one too many injections, and her breasts and ass were obviously fake and she wasn’t hiding it.



Harvey stared down at her new breasts that blocked her vision of her lower body completely. “Like OMG!” She shouted her eyes wide in surprise, she hugged her breasts causing them to squeak, “I’m like a super sexy clown bimbo like you! This is the best thing like ever!” she pulled Snickers close and hugged her as best as she could with their massive breasts in the way.” I thought that you were just going to make me like super handsome and give me a super big cock, and Ellie would be the one with super big titties! But this is like way better!” She turned to Ellie who just sat there in shock mesmerized by her partner's new hyper-sexualized body. “Like don’t you agree baby?”



“Agree!” she shouted, “Harvey look what she has done to you? You look like a cheap striper!”



“Harvey…” she said with a puzzled look and tapped her chin, “That name is like super old, called me Honey!”



“I’m not calling you shit!” Ellie shouted, “You know what, I didn't want to be here, that asshole pressured me because he couldn’t get his perverted eyes off that hoe’s fake breasts!” She stood up but before she could storm away Honey grabbed her drink, a dark blue liquid with pink swirls, and shoved it into her mouth. Ellie stumbled back into her seat as she gulped it down. “What the hell did you do to me?!” she said, clutching her stomach. Her face became paler, turning white, and blue appeared around her lips and eyes, and blue circles grew on her cheeks and her nose grew into a sphere and turned blue.” Holy shit, what the fuck did you do!” she stumbled out as she clutched her hair that was turning a dirty blue and receding upwards, and known to her voice began to deepen. An atom's apple formed on her neck as she screamed as her hair shrunk to a ring around her head and the front and middle fell out leaving a bald spot. The front of her dress grew tight causing her to grow as a beer belly formed and the rest of her body fattened up and she began to lose height, shrinking smaller than her new girlfriend. Her breasts did grow like promised, but with fat losing their perkiness and began to sag. She touched her face as it fattened up and became masculine and a blue scratchy beard grew. She then clutched her breasts and they had completely lost their perkiness and shape looking like moobs. She let out a moan as a visible bulge formed through her dress. She was now a he, a fat man that was half his original size.



Honey picked him up from the dress that was now twice his size. “Like how are you feeling daddy?”



“How am I feeling?” the clown grunted, “Shitty, what does a little fella need to get a smoke and a beer around here?” He squeezed Honey’s breasts and his dick became erect. “Wanta blows this joint and has some fun on our own, my boy can only handle looking at you wearing those rags for only so long. Speaking of which, what are you doing wearing that trash? And speaking of which where are my clothes?”



“I got you covered Honey and Pimper,” Snickers said as she pulled out a yellow skimpy rubber sleeveless dress and a dirty suit and tie. The two slipped into their new clothing both being too tight on their bodies looking like they are going to burst out of them any second.



“Thanks, ma’am, I'm glad my Honey works for a fine girl like you,” He said, straightening his tie. “As a matter of fact, I know a way I could pay you back for the duds.”



“Like don’t mention it, I take care of all my gals,” she said with a giggle.



“Like how about I turn into a party, boss and daddy?” Honey asks with her eyes shifting between Pimper’s erection and Snickers breasts.



“Same the bedroom fun for later darlings,” Juicy interjects. “At this rate, we are not going to finish before the show starts.”



“Ok then…” Skyler spoke up, trying to hide her nervousness with her sunny demeanor. “I guess I’m next?'' She took a glance at Mini who gave a friendly nod and thumbs up. Skyler weakly smiled back and took the glance of black and white liquid into her hands and drank. She had a confused look on her face as if she didn’t know what to say.



“What’s wrong, dear?” Juicy asked.



“I don’t know, I can’t taste it?” she said, tapping her finger against her chin.



“Like that’s totally boring!” Honey pouted, putting her hands on her hips. “Mine tasted like strawberries and honey, it was like totally super tasty!”



“Yeah, Juicy makes the bestest drinks in all of Clown Town!” Heart cheered, pulling Juicy close and into her arms.



“I’m sorry but could there be something wrong with my drink?” Skyler said with a disappointed look on her face, she opened her mouth and continued to talk but nothing came out. We all stared at her with confusion as she continued to move her mouth with nothing coming out, except for Mimi who just looked at her smiling. It took her a while but she eventually noticed that we were all staring at her, she tried to say something but we once again didn’t respond. She tried again but this time with exaggerated hand gestures, and that’s when I realized it.



“Skyler, you're becoming a mime!” I shouted.



“Heh, mime drinks taste just like their food, they have no flavor,” Doodles remarked with Mimi replaying with a proud nod.



“I never like cared for them as they are an acquired taste,” Snickers sighs, and Mimi crosses her arms in response.



She covered her mouth as her eyes filled with shock. She tried to speak again and with every non-existent word that passed through her lips they became darker. Once she realized that she was accidentally trying to speak, her lips were glossy black and plumper making them irresistibly enticing. She turned to us and pointed at Mimi then back at her. We all nodded as she put the pieces together. She tried to get out a few more words but once again nothing came out, not even a peep and she just shrugged.



“She was quite a talkative girl right Mimi?” Heart asked, “I wonder how she will handle being mute?”



Mimi shrugged and smiled at Skyler who had a nervous look and was becoming paler by the second. I don’t blame her for looking scared, I can’t imagine losing my voice forever. Mimi grabbed her shoulder and looked her in the eyes, she then gestured to Skyler’s mouth and put a finger in front of it as if shushing her. She then mimicked a hand with her mouth then shook her head side to side, and finished by doing jazz hands.



Skyler repeated the mimes hand movements seeming to come to terms with her permanent lack of voice as her skin turned chalk white, black diamonds appeared around her eyes that connected down to clubs that formed on her cheeks and her eyelashes grew, and a black dot grew on her nose. Mimi put a hand on her shoulder asking how she is doing. Skyler nodded and gave a thumbs up. Mimi pointed at her hair as it turned a shiny black and grew past her shoulders stopping just before her butt giving her a stylish waterfall of ink behind her. She ran her fingers through her hair, then she ran her hand above it like it was a comb straining it out to perfection. Once she realized what she did she turned to Mimi with a look of shock, Mimi smiled and nodded and handed her some invisible object. Skyler took it and held it in front of her playing with her hair as it continued to grow to brush strands away from her eyes as the sides of her hair flowed down over her shoulder and down past her flat chest. An exaggerated puzzled look formed on her face as she looked down and cupped nonexistent large breasts. Mimi pointed at her chest as her dress started to grow tighter around it as it rose. She brought her hands over her mouth as a pair of orbs inflated on her chest growing to the side of double Ds with her new cleavage straining the dress and now visible through the top. She cupped her breasts this time for real and felt them down with a look of pleasure on her face and if it was possible moans would be coming out of her mouth.



Mimi waved her hand in front of Skyler’s face getting her attention and she took a second to realize that she was feeling herself down and then looked embarrassed. She turned to Mimi and motioned out an hourglass figure then pointed back to herself. Mimi nodded and pointed to her butt. We all watched as her butt began to inflate and grew rounder and fatter, raising her off the seat, and her hips grew to match, making the gap between her thighs vanish. And with her now plump behind and an impressive rack, she had an impressive figure but her waist grew thinner giving her a perfect hourglass figure. She looked down at her body running her hands down her curves flaunting it off and blowing kisses to us getting applause from the clowns and Pimper cat-called her. She went from a good-looking girl to looking like the hottest model I had ever laid eyes on, truth be told I was getting jealous of her new appraise just by looking at her, not the mime part, just her body.



Skyler looked down at her clothing with a large frown and pout, her bright yellow sundress was both too tight and too out of place on her body. Mimi poked her getting her attention, she opened an invisible drawer and pulled out black and white clothing matching beret and heels. Skyler moved her hands as if she was cutting her dress with scissors down the middle creating a cut as she moved down till the yellow sundress fell around her alongside her bra as it was cut apart as well letting her breasts bounce. She cut open her panties as well exposing her naked white crotch. She tore off her stocks and flats tossing them aside. She took the clothing from Mimi and motioned out a thank you. She put on the black and white frilly underwear with white strips, she then posed and modeled like an underwear model showing off every inch of her perfect body with a playful flirty expression. She next slid up a pair of black and white striped socks stopping below her knees. She slid her arms through her white button-down shirt and buttoned it up concealing her breasts making them somehow even more alluring. She slipped on long black pants that hugged every inch of her legs and butt emphasizing every curve in a blanket of black going up to just below her breasts and she brought her arms through a pair of straps letting them go smacking against her breast. She tied a black and white neck scarf and it rested on top of her twin mountains. She slipped her feet into a pair of three-inch heels, then finished it off by placing the beret on her head, straightening it while looking in an invisible mirror. She smiled looking at herself then turned to us as she posed with her new clothing getting the same reaction.



“Hey, toots?” Pimper called out, “Ya wanna work with me I know a great place where you could put those looks to use.”



Mimi pulled Skyler close and motioned X with her hands. Skyler just shrugged and looked at the two of them. Mimi motioned out a clapperboard and then pointed at herself.



“Mimi is Clown Town’s most famous silent movie actor,” Juicy remarked, “If you want to show off that body, why don’t you show it on the big screen?” Skyler looked at her then back and Mimi then pulled Mimi into a hug. “Sorry boy looks like you will have to find another gal.” Juicy laughed, causing Pimper to laugh as well.



“Hey Skyler, your name doesn’t fit you anymore,” Heart said, gesturing her words out as well. Skyler looked at her and tapped her finger on her chin for a while thinking. “How about Mona, you know, like monochrome?” Skyler paused and thought some more then looked at Mimi who gave her a thumbs up and so she turned back to Heart and nodded her head. “Well nice to meet you, Mona!”



“Well looks like it’s time for you to drink babe.” Doodles said to Luis.



“Yeah, sure,” he said unsure, and took the glass and drain the pink mixture inside of it. “Tastes like cotton candy?” Luis said. A pink spot appeared on his nose, the spot grew inflating and turned into a large pink ball. From the ball white spread covered his face. As it spread his face began to reform becoming shaper and softer looking more feminine. “What is going on?” he said with his voice becoming higher and sounding like a woman. Pink makeup formed around his lips as they plumped up looking feminine. Pink hears formed around his eyes and his eyelashes grew giving a seductive flutter. “W-w-what is happening?” he cried as his hair began to change growing longer and becoming pink and sticky. It grew down to his legs becoming spinning itself back up into a large puffy pink beehive. The white began to spread down his body melting away any muscles and fat making his arms and hands dainty and merging his middle and ring fingers into one. “I’m turning into a girl?” she said watching her torso thin as the white color spread lower causing him to lose height. “I thought you liked guys?”



Doodles poked at his erection in his pants, as she cooed, “I do like pretty girls, but I like men more for a different reason.” she licked her lips and smiled, “So why not have the best of both worlds?” She grabbed Luis’s hair, pulled a chunk of it off, and stuck it in her mouth, and after a second it appeared back on his head. “I love cotton candy just as much as I love boys and girls so I got all three of my wishes for a perfect lover,” she said with a wink.



Luis’ pants grew tighter as his hips ballooned out causing him to get a playful slap on his new inflated behind, but his girlfriend. His hips followed suit growing massive, nearly causing his lower body to nearly reach the size of Juicy’s. The rest of his legs thinned out and lost their muscles and his feet grew to the point that busted out of his shoes. We all knew what was next, his penis stool like a tower blanked by his jeans. He started to moan and clutched his cock as it changed. It wasn’t shrinking, it was growing. We all stared at it while it stranded against his pants then the pink-tipped mushroom burst free and grew nearly over a foot long. Luis stared down at the only masculine thing about him other than his flat chest, Doodles ran her finger around the tip playing with the shaft till it erupted a rainbow goo out from it with Luis moaning in delight as it emptied and fell limp in his lap.



“See baby, nothing to worry about,” Doodles said as she lapped out his rainbow cum.



“Am I a girl or a boy?” he said between moans as Doodles cleaned up his mess. “I feel like a girl but I’m still a boy?”



Between slurps, Doodles looked up at him and smiled, “Doesn’t matter to me, so you choose.”







Luis looked down at themselves, stuck in thought he looked like a girl but he was still a man. Their faces lit up and they smiled, “I always kinda wondered what it would be like to be a girl, and it kinda feels right?” She giggled to herself as Doodles finished her work, “Yeah, being a girl sounds nice, don’t you agree babe?”



Doodles took another bite out of Luis’s hair and spoke through mouthfuls of cotton candy, “Then can I dress you up in a pretty dress babe?”



Her dick grew a bit as her face lit up, “That sounds fun!!” she paused for a second as his dick rose a bit again. Then she smiled once more. “I’ve been thinking if I’m going to be a girl then call me Lulu from now on, Luis doesn't fit me anymore.”



“Lulu, I like it,” Doodles beamed, hugging Lulu tightly and sneaking another bite of her hair. Doodles grabbed Lulu and pulled her from her seat and out of the booth.



“Hey what are you doing?” she cried as she was thrown from her seat like a rag doll.



“You said I could dress you in pretty dresses didn’t you?” Doodles said with a mischievous wink. “So let's get you dressed up!” Lulu couldn't get a word in as she was dragged off to the bathroom with all eyes on her regrowing erection flopping around.



“Let's give them a minute,” Juicy laughed.



“I say ten,” Snickers said, joining in with the laughter.



Mimi mimed her fingers going into a hole she made with her other hand, and Mona covered her mouth with a fake surprised expression.



“Baby watching them made me totally horny,” Honey sighed, “I want to blow you like a balloon!”



“Sure thing baby,” he said with gusto, “mind if we step away for a minute ladies?”



“Mind if I join, two fun but three is a party!” Snickers said, pulling the two close to her and rubbing her breasts against them.



“Sure the more the merrier!” Pimper said his eyes glued to both Honey and Snickers' bouncing breasts.



“Like that would be totally awesome!” Honey cheered.



The three got up and left the booth and disappeared into a room properly labeled the “Fun Lounge.” Mimi got up much to Mona’s confusion she pulled some invisible pole thing from her breasts and extended it towards Mona’s catching her around the neck like a cane and pulling her along following after the trio for their own fun time.



“Be back before the show, you don’t want to miss your performances!” Juicy shouted.



“Are all of you clowns horny?” I asked watching the two mimes disappear.



“Are all of you humans horny?” she struck back sarcastically.



“Point taken,” I sighed, “I just didn’t think that clowns would be this perverted?” Without realizing I took a drink from the swirling orange drink in front of me. “Oh shit!” I screamed as I slammed the glass back on the table.



“Don’t worry, nothing bad is going to happen,” Juicy and Heart giggled.



My stomach began to rumble,” Then why is my stomach feeling all weird!”



“Juicy, what did I tell you!” Heart snapped at her.



“Relax, just watch,” she said, poking my inflated belly.



The strange feeling grew more and more and her prodding only made it worse. It began to spread out of my stomach and up my throat and then into my mouth. I covered it and tried to slip past Heart but despite her best efforts, she was too big and round to get past. Then I could hold it anymore.



*HIC*



A large bubble of the same color as my drink came from my mouth and floated in front of me. I stared at my reflection in it waiting for my skin to become pale, but then nothing happened and it just popped.



“See, I told you not to worry,” she said, reclining back in the booth and taking a sip of her drink, “I always make what my customers request.”



“That was a mean joke, Juicy!” Heart said play hitting her.



“Hey I’m helping her,” she said, pushing Heart away, “Just look at her belly.”



“My belly?” I did as she said and looked down and my inflated belly shrunk a bit. “What the *HIC*?” I covered my mouth again and another bubble came out, and my belly shrunk again



“You keep drinking that and your belly is going to be back to normal in no time,” she said with a friendly and trusting smile, “And yes you're going to keep spitting out bubbles. It's part of the drink's charm.



“Thanks, Juicy,” I said, feeling genuine relief for the first time since I arrived at the circus. “You know you and Heart have been some of the nicest people I have to meet in a long time.”



“Don’t mention it,” Juicy said, “Any friend of Heart is a friend of mine.”



“Hey, I’m always looking out for those in need even if they don’t know it.” Heart said proud of herself and pointed at herself.



“So what’s it like living here in Clown town?” I was a bit curious.



“What you wanna move here?” Juicy asked.



“Sorry, only clowns can stay here,” Heart said with a sorrow-filled look. “You humans don’t have the cartoon physics we do.”



“Oh no I don’t want to move here, just a bit curious about it that’s all,” I sighed, “It’s just that outside of nearly becoming a balloon this place kinda looks fun?”



“That’s Clown Town for ya,” Juicy said, “Non-stop fun and silly antics if you're not into the more risky side there are ten times the family-friendly places and things to do, but where’s the fun in that?”



“Yeah, Clown Town has a thing for everyone!” Heart cheered.



The three of us sat and drank talking about random things that popped into our minds. I had trouble keeping up with the two and their weird topics but I tried my best. Thinking about it, this was probably the first real conversation I had with people in a long time, even if I couldn’t relate to Juicy’s stories about her customers and the weird drinks they requested from her and Heart’s tales of the circus. I enjoyed myself and did my best to keep up with them. I was drinking without releasing and burping out bubbles and soon my stomach was back to normal or even a bit smaller, but I still kept drinking as it was the best thing I had ever drank. Soon we were all tipsy and are conversation derailed into what was a blur of random things and dove into sexual real fast if the other five who went into the “Fun Lounge” didn’t come back when they did I sure that either me, Juicy, or Heart would be stripping and I surprisingly couldn’t tell what was about to cause it or who was going to be first. But them coming back brought us back on track. Shortly after Doodles and Lulu came back, Lulu was now wearing a stylish (for clowns) frilly rainbow-colored dress that was cut off at the top and went down to her knees, and large-toed shoes. We all complimented her new look and I think I hit on her a bit, but she was a bit too embarrassed to thank us, but the front of her dress lifting was proof enough that she was happy. We continued talking and drinking with the others getting as drunk as me, Juicy, and Heart. Then the lights darkened and the spotlight showed on the stage in the center.



“Ladies and gentlemen, tonight's show is about to begin!” a voice announced, getting everyone’s attention.



Music began to play as the revealing parted revealing clown showgirls. They began singing and dancing in their revealing costumes. The entire audience was cheering and cat-calling them. After the song and dance ended the showgirls disappeared behind the curtain and pulls extended from the ceiling, striping clowns both male and female and in all body shapes and sizes slid down them dancing on the polls spinning and twirling overhead like nothing I could have imagined to be possible bending and twisting in ways that a mere human could not. Some clowns offered a hand to some of the human audience members the ones that accepted were swooped up and as soon as they touched the poll their bodies began to change becoming chalk white or auguste clowns, some of their genders switched and the ones that stayed the same their privates got a massive boost, and their bodies changed growing fat in some places skinny in others or just in their entire body. After they finished changing a new poll dropped down from the ceiling and they jumped into it joining in with the exotic dancing. I noticed two familiar clowns on the poles I looked to the side and Snickers and Honey was gone and Pimper sat alone cheering them on, and on a pole in the center Snickers was dancing, and on another pole in the theater Honey was dancing with a woman who was gaining weight and becoming more masculine with each spin. After a while, the poles started to rise into the ceiling disappearing, taking the striper clowns away as well as the new recruits.



Groups of mimes came out on stage and stepped on invisible stages of their own, Mimi was in the center and Mona was close to her. The mimes began to remove their clothing slowly giving the audience a look at their chalk-white skin slowly becoming visible until they are in nothing but their underwear. The females started to rub invisible shafts and the males began to have their shafts rubbed by invisible hands. Their underwear was tossed aside landing in the audience, I got a face full of Mona’s bra and the others told me to keep it acting like I caught the game-winning ball. The girls’ stocking stopped as they were penetrated by the invisible force on both ends and their breasts and ass were groped by invisible hands. The males had a similar thing but in reverse being the ones penetrating and groping invisible bodies. Some mimes gestured for human members of the audience to join them, the ones that accepted walked up invisible stairs, and their clothing was torn off and tossed aside. The invisible figures began to fuck them as well and their bodies begin to change growing pale and black and becoming silent. The theater was filled with silent moans as the mimes had their fun with the invisible figures, and eventually, the mimes picked up what every clothing didn’t fall to the audience and walked back behind the curtain with the new mimes not being so lucky with the clothing as their beasts and penis bounced freely.



I looked to my right and just as predicted Doodles and Lulu were gone. And then Doodles lead a new group of clowns of an even number of males and females on stage flanked by Lulu on the male side. This show was more of an ogry than anything as the clowns stripped naked and fucked each other, with no special gimmicks just sex on stage. They offer two people at a time to join it getting a clown partner and changing further with every thrust. And after the clowns finished their ogry they dressed them selfs and walk back behind the curtain.



The next act was something I wasn’t expecting, Heart was on stage. She somehow managed to disappear while I was distracted. She announced that it was time for her magic show and asked for any willing humans to volunteer. A young woman was the first to take her offer. Heart asked her what she wanted to become and the girl took a moment to think and then whispered something into Heart’s ear. Heart pulled the woman in for a kiss, their lips locked and the sound of flowing air filled the stage. The woman’s chest began to bulge and turn blue, she started to lift off the ground as her chest grew larger. Her limbs started to recede into her body leaving her just a round torso and head. The swelling started to change instead of becoming rounder her body became more cylindrical and longer and flattened into the cylinder. Soon she was nothing but a giant blue cylindrical balloon with a head. Well not for long as her head distorted and became the end of the balloon. Heart began to suck the air out of her somehow causing the balloon to shrink to a more proper size. She tied the head turned knot, then began to squeeze and bend the balloon, shaping it into a balloon dildo. She tossed it to a clown girl in the audience and gave her a wink and said that her new toy wanted her to use her. The clown girl smiled and walked off with the balloon sex toy in hand. Next was a man who whispered something into the clown’s ear. She nodded and threw sparkling dust at him. He began to grow smaller while his feet began to grow. Soon his body split in half and each half was sucked into his feet. The center began to hollow out leaving an opening and his skin turned into leather and became red yellow and blue. His feet fully transformed into shoes of feet larger than any clown I have seen. Heart then motioned to a girl who was with the man-turned shoes and asked her to put them on, she was hesitant but with a bit of convincing she gave in. Once they were on her feet she began to change becoming a clown version of her boyfriend turned shoes. Next was another girl, her changes were fast as his skin became white and her hair a bright red and grew longer and more stylish and the rest of her body became more clown-like and sexual. Her clothing changed into a red bunny girl outfit. She struck a provocative pose and began to moan as she began to lose a dimension turning 2D. Once she was as flat as paper, white began to spread out from her sides creating a rectangle. The image of a bed began to appear around her as if she was laying on it waiting for sex. She stopped moving in the middle of fingering herself and became nothing but a lewd poster that was tossed across the theater landing in the arms of a young man.



Heart continued doing strange transformations turning people into objects, one girl became a blowup clown doll, a guy became a hat, another man turned into a strap-on, one girl was a bobblehead, some guy become a condom, another was turned into a girl who was then turned into a porn magazine alongside his girlfriend, some high guy became a hookah, a girl was reduced to nothing but a pocket pussy, some lucky guy became a skin-tight dress for his girlfriend who then became a clown, how could I forget the girl who turned into her boyfriend's underwear and as you guess she turned him into a clown, and so on with countless transformations into various objects both lewd and “normal”. Soon Heart left the stage with a bow.



Next up was Juicy. She stood at a table somehow now sober. She welcomed a young woman on stage. A pair of screens come down with a larger one in the middle. The screen lit up with the world's “Juicy’s Drinking Game!” and then a counter appeared on the screen above the two. Juicy explained that the winner is the last one to pass out or gets to one hundred shots first. Clown servers brought a massive bottle and began pouring a liquid that matched Juicy’s color palette into one hundred shots on each side of the table. Juicy told us that this is her special Juicy Juice, the strongest drink she has. She asked the girl if she was ready and eagerly agreed and the two took their seats across from each other. After a countdown they began, Juicy was a blur gulping down drink after drink without hesitation the other girl started strong but after her fifth shot, she began to slow down and started to become intoxicated. Soon the buzzer rang, and with a drunken hiccup, Juicy declared she was finished. The other girl only managed to drink seven shots and she was already past the point of realizing that she lost. Juicy drunkenly congratulated her and she drunkenly asked for a rematch and wanted more. Juicy apologized and told her that she still gets a prize. The girl asked what she won, and Juicy told her all the alcohol she could ever want. The girl questioned her in drunken disbelief not realizing that she was changing. Her skin was turning white and plastic. Her nose grew round and green clown makeup formed on her face. Her hair turned a minty green. Her stomach fattened her body into a smooth round sphere and grew, consuming her arms up to her elbows and legs up to her knees, and her neck shrunk where her head was attached to her torso without it. Her clothing burst off of her tearing to shreds. Her nipples became metal and grew to become faucets. Juicy held a glass down to her and squeezed her nose. The round girl drunkenly giggled as the liquid poured out from both of her nipples and turned faucets one into the shot glass and the other onto the ground. Juicy gave the girl a drink of the beverage that came from her, she loved it. Juicy then took a shot herself and remarked that she might become one of her new best sellers. Juicy stumbled off stage and the keg clown girl needed help just to walk straight.



All lights suddenly turned off for a minute. An all too familiar voice filled the theater, “Attention Ladies and Gentlemen, it’s time for the moment you've all been waiting for.”



The theater filled with cheering as the spotlight focused on the center of the curtains. A white slender leg poked out from behind the curtain, and as the music started up its owner followed, Loony Lucy. She was wearing a tight sparkling pink strapless dress that showed her cleavage in all of its glory through a sweetheart neckline, and her legs were on display with a high thigh slit. The sounds of her heels clicking against the floor as she strutted her way down the stage drew the attention of everyone. A group of eight dancers flanked her on both sides. Lucy began to sing her words hypnotizing each word and bringing me closer to the edge of my seat. Her showgirl dance made each part of her goddess-like body bounce and jiggle making it impossible to take my eyes off her. All eyes were on her. She was the star of the show for a reason, the other girls were just props for her on stage there to make the dance look better. The theater that was once filled with the sounds of chatter, laughter, and moaning fell silent, no the whole world fell silent to her. I was mesmerized by her. I couldn't escape from her grasp, not that I wanted to. I was alone in the moment with her, time seemed to freeze around me and the stage as the only thing that mattered was her. Every bad thing that happened to me today seemed to melt away, the song and dance of this strange and alluring clown made everything better. It was like I was floating on a cloud without fear or worry in my mind. I wanted to jump on stage and join her. I don't care if she turns me into a clown backup dancer, I just want to continue feeling the bliss she gives me.



She began to step forward with her dance making her way to the end of the stage, men and women reached out to her hoping that she would pick them up and make them her’s. But with a playful kick she rejected each and everyone, she wasn’t too good for them, just not interested. She blew each one a kiss that knocked them unconscious. She made her way down the stage and reached the end, she looked down at me, and our eyes locked. She leaped down onto the table and reached her hand down to me. My eyes flashed between her and her inviting hand. She wanted me? Why would she want a screw-up like me, I would only make things worse like I always do. I would somehow ruin the whole show just by getting on stage. Hell, I can’t dance or sing, I doubt that I could keep up with even the backup dancers let alone her. But despite the obvious fear in my eyes and the nervousness in my shaky body she reached her hand lower as if practically begging for me to grab it as if my fear and nerves only made her want me more.



My body started to move on autopilot and I grabbed her hand. She yanked me like I was nothing like a rag doll to her and the two of us landed smoothly on stage. Despite being a head shorter than me she felt like a giant up close her mere presence looming over and consuming me. She spun me around like a tornado and once I got my bearings I was wearing a dress much like hers but purple and with a high neckline. She took my hand and it was obvious to me that I was her dance partner. She moved me around in our one-sided duet, I was a mear doll for her to play with in our dance. I couldn’t keep up with her movements and each step I missed, but she compensated with her movements making every slip up I did a part of the dance. I was under her control and I couldn’t fight it, but she treated me with more respect than anyone else. She knew I couldn’t keep up and that’s why she played with me with gentle grace. This feeling on stage was something I have never felt before, it was nice and calm. It reminded me of when I had a good show at the comedy club, not in her arms I had the freedom to mess up. I had the freedom to be me. She spun me around one more time leaving me at the end of the stage. I started to walk back to her, I couldn’t do this alone, I needed her to guide me. She motioned me to stay in place and I did what I was told.



The backup dancers lined up down the stage, Lucy made her way to the closest backup dancer. She pulled the girl in close and leaned her back into her arms. She kissed the girl on the lips, but the kiss went on longer than it would have. The girl's body began to bloat inflating her, it began with her belly growing rounder, then it moved to her arms and legs making them wide like tree trunks, and her digits fused with her limbs, her clothing merged with her skin and it turned to rubber, then her head started to push into her body, finally she was a tear-shaped balloon. Lucy let her go, causing the dancer-turned balloon to float up into the air with a face frozen in ecstasy. Then with a moan and a POP, the balloon exploded raining down confetti and rainbow powter, all avoiding Lucy as she strutted to the girl on the other side. She blew up the girl just like the previous one, and she popped with a moan as well. Lucy made her way down the stage blowing up and popping her backup dancers, then once no one was left she turned around and looked at me with eager eyes. If anyone was going to blow me up it was going to be her. Each shake of her hips and bounce of her breast with every step made me more anxious and want her even more.



She finally made her way over to me and looked up at me with her bright pink eyes. She took me in her arms leaning me back, I was at her mercy, and yet nothing felt wrong. She puckered her lips and began to draw them closer to mine. But my body took control of me as I wrapped my arms around her back and pulled myself to her kissing her on the lips. We both had a look of shock and yet we both accepted it as well. The world seemed to pause around us as we made out nothing mattered anymore as my lips locked with hers. What was probably a minute at most felt like an eternity to me as I was in heaven and never wanted to leave. Her lips finally parted and she looked down at me with our eyes locked to each other’s and gave a glorious buck-tooth smile.



“My, you’re a good kisser….”