We went to the late movie and were headed off to your place;(so you thought).
"Where are you going?" you asked as I turned off to a side road.
"It's a surprise," I replied.
After a few minutes I pulled into a dirt parking lot, next to a large, darkened Carnival.
"They're closed, Steve. It's too late at night."
"You just wait here. I'll be right back."
You watched me from the car conversing with two large men in security uniforms.
I returned to the car and took your hand. "Come on," I said.
"What did you do?" you asked.
"My cousin owns this. We prearranged for security to take the night off when I arrived."
"You mean we have the whole Carnival to ourselves?"
"I told you, I had a surprise."
We walked to the back side of the Carnival grounds and stood before a large, colorful carousel.
"I remembered how you loved carousels, so hop up. I'll be right back."
You stood next to a white horse with a large, brightly colored, red, blue, and gold saddle. You searched, looking off in the darkness for me.
Suddenly you heard a rumbling noise, a grinding whir of motors, and the slow, dragging, beginnings of organ music. After that was a bright, flickering of multicolored lights. The carousel, loudly came to life. When it looped back around there I was smiling at you with hands on hips.
I jumped up, then helped you up and onto the horse, all the while, admiring your sexy, tight ass in that short, black skirt. Hopping up behind you, I wrapped my strong arms around your waist. You pressed your back up against me. I took the opportunity to nuzzle your neck and gently lick at your earlobe.
I whispered, "Your just beautiful," and ran my hand up under your blouse and across your smooth belly.
My other hand soon joined it, as they slid under your back, massaging your soft skin before releasing your bra strap.
Sweeping them back around, I brushed my palms along the gentle curves of your breasts, swirling your pert nipples in my fingers. You reached back to me, running your hands up and down my thighs, relaxing and enjoying the ride.
One of my hands shifted back down your belly and worked its way under your skirt. The finger tantalizingly, traced the outline of your lower lips from over the silky material of your panties. I pressed the damp material farther into your sex finding the hardening bud beneath it.
"You're wet, my Dear," I whispered, slipping the finger under the pantie's edge and into your swelling sex. You gripped my thighs tighter and rose up in the saddle.
You began moving more, pressing your thighs against the horse and rocking your ass up and down. I continued to whisper in your ear while kissing your neck and toying with each tender, swollen breast.
"Ride my hand, Love. I can feel your moist heat."
We looked across at the shimmering mirrors, and we both watched your body climax on the colorful saddle.
I climbed down from the horse and maneuvered you off and around. I removed your shirt.
"Lift up and lay over the saddle for me," I asked.
You grinned and rested your belly over its smooth surface. I flipped your skirt over, tucking it into your waistband. Slowly I slipped the soaked panties down your legs, and you put your feet into the metal footing, below the horse.
Leaning forward I took in the sweet, tangy, aroma of your sex. My tongue lurched, grazing your inner thigh, then licking at your thick, lower lips. The horse moved your ass up and down my smiling face.The blood surged to my loins, stirring my already woken, monster from the confines of my tight jeans. I had to release him, so I began to toss my clothes aside. My teasing lips continued to give their undivided attention to your beauty.
As the horse rose up its pole, you would try to push your sex back down onto my tongue. It struggled to grip me, not wanting the erotic pleasure to cease. I enjoyed seeing your flesh quivering on the damp saddle. I was delirious. All the blood had rushed down to my swollen shaft forcing it throb and bounce in the night air.
The next time the horse came down, I helped you off, then stepped up, taking your place on the saddle.
"Aghh!" It was damp and wet, but warm to my naked ass.
I held my hand down to you. "Hop on and ride with me."
As you lifted your leg over me I grasped your ass cheeks and guided your tight snatch right over my rigid shaft. You reached back behind you holding your flesh over mine by pulling your bodies weight up with the golden, metal pole. You looked down into my eyes and allowed the horse to move up, impaling your sex on my thick staff.
I reached out for your face taking that passionate, open- mouthed kiss that we were both dying for. As we kissed, you held your body up by the pole, allowing the movement of the horse make love to me.
The smell of raw sex drifted up from between our bodies mixing with the still distinct aroma of cotton-candy, popcorn, and grease. Never would I have dreamed that a carousel ride could be so erotic and provocative.
We could see our bodies shimmer and glimmer in the mirrors above us. The flashing colored lights made us jerk and dance as if under a strobe light.
The lust was overtaking me. I yanked your hips down to mine slamming your clit hard against my crotch, making you arch your back. You screamed out in ecstasy. Your cries drowned out the musical, organ tones. The tremors stirred inside us, pleading with us to succumb to our pending explosion. Our arms wrapped tightly around each other. Your sex bore down on me.
My shaft twitched once, twice, then a surge of warm cum flooded your insides. A marvelous quaking orgasm ravished our bodies. We were breathing, as if we had just run a marathon, kissing each other like long, lost lovers.
"Oh my God, Steve... I never."
"It's Ok," I said, "If you want to rest a while, you can. Then we can move over to the Tilt-A-Whirl."
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<a href="https://www.lushstories.com/stories/straight-sex/the-carnival.aspx">The Carnival</a>