Fun at The Fair

Peter, Tom and Mindy made plans at school to meet at the fair. It was a big event and was going on all week. Mindy was sort of a tomboy. She liked hanging out with the guys more than the girls. Mindy is a skinny girl with short blonde hair, and long legs..


Tom and Peter were waiting for Mindy at the Ferris wheel. Mindy lived across the street from the fair, so she walked over. They walked around and played some games. They road a few rides, and ate French fries. Peter had a crush on Mindy but she only liked him as a friend. The boys seemed to compete with each other for Mindy's attention. Sometimes the competition would get so intense they forgot Mindy was there. Friday was no different.


Tom got angry with Peter and decided to leave. It was getting late anyway and the rides were starting to close. Peter decided to leave also; Mindy walked him to the gate. Mindy would stay 'til the last minute. Mindy walked around alone trying to find a ride that was still running. She got the last ride on the ferries wheel. After that all of the rides were closed. There were still some people around she walked down to the stables to look at the animals.


After a while she realized the lights were going out and she hadn't seen anyone for a while. She got a creepy feeling as she walked back up the midway towards the front gate. Mindy was passing the merry go round when she heard a quiet radio and some muffled voices. The merry go round was covered with some sort of canvas that made it look like a big tent. She tiptoed a little closer, to see if indeed the sounds were really coming from within the tent shape. The sounds got louder as she got closer.


Mindy should of left but she was curious. She looked around to make sure no one saw her. She crept up to the merry go round and knelt down beside it. Mindy slowly peeled up the bottom of the canvas to peek inside. She saw a naked woman and a man on one of the horses. The woman was in front and the man behind her. She saw the woman stand up and sit back down on the man behind her. Mindy recognized her as Billy Joe, the magician’s assistant. The naked man on the horse with her was the man who ran the merry go round. Mindy watched with envy, as the man thrust his cock into Billy Joe doggie style. Mindy became aroused, as she peeped at the horny couple. Billy Joe was moaning quietly as he fucked her to the music. She was lunging up and down on him. His cock looked so big and wet as it disappeared inside of Billy Joe..

Then Mindy noticed two men standing in front of one of the benches and someone sitting in front of them. She could only see them from behind she could tell they were naked. She quietly moved around to the other side of the tent for a better view. Mindy saw a woman sitting on the bench. The woman's hand was wrapped around one of the men's cocks.. She was yanking it back and forth. The other man put his cock in her mouth. The woman happily sucked on it! Mindy recognized one of the men as Fred, from the guess your weight game. The woman took Fred's cock from her mouth. She jacked him off with one hand, as she slipped her lips down over the other man's sticky dick. She went back and forth sucking one cock then the other. Taking care to jack off whichever cock she wasn't sucking.

Mindy knew she should leave but she couldn't stop watching. She was enjoying the orgy the carneys were putting on for her. She sat Indian style on the grass. Mindy watched enviously as the woman bobbed on two cocks. Mindy had not yet sucked a cock. Mindy unzipped the front of her shorts and slipped her hand down the front. She began massaging her clit with her fingers. Then she put her finger in her mouth. She pretended she could taste Fred's cock in her mouth as she sucked on her finger. Then she watched Billy Joe getting fucked. The man's balls were bouncing off her ass they were fucking so hard. Mindy slipped a finger inside of her wet pussy. She pretended she was getting fucked by the large cock the man on the horse had. Mindy breathed deeply as she paved her path to gratification.

Fred let out a quiet moan and he pulled his cock from the woman's mouth. He spurted cum on her face and down her chin as he withdrew. The woman milked the man’s cock until she emptied him of every last drop of cum. Mindy could almost smell his cum from where she was sitting. The woman licked the cum into her mouth with her tongue and wiped it off with her hand. Mindy was ready to cum herself. She was rubbing her clit very fast like a vibrator. She arched her back and closed her eyes. A spasm of pleasure took over her body. She shook with orgasm as her pussy tightened. She was motionless for a moment savoring the pleasure. Then she opened her eyes again. The other man who was getting a blowjob put his hands on each side of the woman's face. He pulled her mouth down over his cock clear to his nuts. He began thrusting deep into her throat. Then Mindy watched her gulp down his hot load of cum.

Mindy quietly pulled up her zipper and stood up. She began walking quickly towards the front gate. She suddenly felt embarrassed that she had watched so long and enjoyed it so much. She rushed home and she never told anyone what she saw that night.