Carnival Hearts Chapter 2

Story by Drake007 on SoFurry

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#4 of Carnival Hearts

Mal crosses paths with her old crush, who (with the re-writing of the town's collective memories) is now Mallory's best friend growing up. Still, the feelings from before her transformation remain, and she has to decide how to handle them.


It was a Sunday, the dare having taken place on Saturday night so that she wouldn't be screwed over for school. The rest of the day went without much of note. Mal certainly spent more time than usual pleasuring herself, but to be fair, she had a new body to explore! Both human and tiger forms. It was amazing how much more sensitive she was now, and (likely thanks to the fey magic) her sounds of pleasure did not carry from her room at all, it seemed.

Thankfully, her mother wasn't really a churchgoer on a regular basis. Sure, she was nominally a member of the local church, but on the whole, she only dragged Mal there on the main holidays, leaving Mal quite a bit of spare time to stretch her new legs that day. However... by the late afternoon, she was starting to feel restless. There was a low, impatient growl in the back of her throat as she paced for a moment in her room. She knew she had to get out of the house for a while, and so, with a snap of her fingers, she got dressed, mostly wearing her regular, everyday clothes, taking only her top hat with her.

She set said goodbye to her mother before setting out into the neighborhood to see what trouble she could get into. Everything seemed... more vivid than they had before. Sharper and clearer... was it her new senses? Or was it being a fey?

As she walked, she saw knots of other kids, out and about on her walk, and from time to time, one of them would stand out, having a kind of glimmer around them. When her eyes met theirs, there was an immediate sense of recognition on their part, and they bowed their head in respect to Mal. She had a sense that if they hadn't been around non-fey, they would have given a much bigger bow... and that made her happy.

As she walked, she heard someone call out her name. "Mal!" She turned to look, the sight making her heart stop a moment. Malcolm had never had a girlfriend, but that wasn't for lack of interest. Dashing toward her was Stephanie Grisham, the very girl that she'd been attracted to ever since she'd become old enough to feel such things. Unfortunately, before last night, Steph had been on a completely different wavelength from Malcolm... but was it possible that things had been different for Mallory?

A giddy smile spread across Mal's face as Steph came right up and gave Mal a great-big hug, squeezing her tightly, "I heard you were doing that overnight dare last night! Why didn't you tell me? You wouldn't have had to go in alone."

Mal chuckled and smiled, sighing as she returned the hug happily, "C'mon, Steph, you know that's not allowed. That's exactly why I didn't tell you, and you know it."

"Mmm. Guilty. I'd have probably snuck in there after the boys had left and hunted you down," she said with a laugh, shaking her head as she released the hug. Mal felt decidedly disappointed at the release of the hug... but she didn't press the issue. Steph stepped back and looked up at the hat on Mal's head, giving a long whistle as she saw the hat, "Nice hat... that your trophy from the night?" She thought a moment before her eyes went wide, "You didn't! The circus tent? You know how dangerous that place is!" Her tone was scolding... and on a deep level, it felt good for Steph to feel close enough to Mal that she could scold her for doing something dangerous.

Mal laughed and tipped her hat to Steph with a grandiose bow. That actually seemed to get a little bit of a reaction out of Steph that Mal hadn't expected. "Guilty as charged... and, you see, that's the other reason I couldn't have had you come along. You'd never have let me go there and prove I was the biggest and baddest there ever was," she said with a great big grin on her face.

Steph was visibly flustered at that, crossing her arms over her chest, "Well... yeah. You're right. I wouldn't have let you go there... but seriously... you knew better!"

Mal could see the effect that her grand posturing was having on Steph, and a horrible thought crossed her mind. She simply stepped forward and kissed Steph on the cheek, which made the other girl freeze in place, her eyes wide and her cheeks burning bright red. She didn't hesitate, not letting go of the flow of the moment. She leaned in even closer, whispering into her ear, "Are your parents still on vacation in Milan?"

It took Steph a moment to reply before she let out an unsteady, "Yes...?"

"Wonderful... how about we go back to your place, then, and I can tell you all about my trip to the circus..."

Steph had no will to argue, just nodding her head as she did her best to breathe deeply through her nose as she shivered, holding her hand out for Mal, who took it with confidence and led her back to her own house. There was no mistaking who was in the lead between the two of them, as incredible as it was for Mal to be leading Steph back to Steph's own house.

When they got there, Steph let them inside and moved to stand patiently in the living room, her hands quietly clasped in front of herself. Mal closed and locked the door behind her before she walked slowly up to Steph, a great, big predatory grin on her face. The poor girl's heart was beating damn near out of her chest as the person who she remembered as her friend approached her, looking so hungry... and strangely powerful with that top hat on her head. There was something hypnotic about Mal today, and she just couldn't put her finger on what it was. Mal walked right up to her, standing in front of her, looking down into her eyes. Not that Steph was a small girl or petite and frail, but Mal was just that little bit taller than her. What's more, she was standing right there, mere inches away.

In Steph's memory, there'd always been a connection between them. In truth, she'd always liked Malcolm, even if not romantically... but with Mallory, her memories rewrote their bond to have been very close indeed. And now... with Mal right there in front of her like that, she was starting to go weak in the knees to a very significant degree. And... for her part, Mal brought her hand up to stroke the underside of Steph's chin, turning her head up just a little ways before she leaned in and kissed Steph full and hard on the lips, letting out a low, hungry growling sound as she did.

That was, honestly, more than Steph could take, and she just melted against Mal, letting out a sweet moan into the kiss. Mal had just... stolen her first kiss like that... taken it without asking... but that... didn't bother Steph the way it really should have. Mal... was the right one to have that kiss. She could feel it in her bones. Her hands came to rest on Mal's hips, stroking them softly as she made gentle noises for her. Mal's hungry growl continued, resonating deep inside Steph's body. She'd never have thought of herself being submissive in any way... she'd always been one of the strongest-willed girls at school... but right here and now, she was just melting into a puddle for Mal... and loving every moment of it.

Mal broke the kiss after a while, drawing back to look deep into her eyes. "Good girl..." she said tenderly, sending off a flurry of butterflies in Steph's chest. Such a... horrible thing to say... but why did it feel so right? "Now... if I remember... your bed isn't that big... soft, but kind of snug..." she said with a little wiggle of her eyebrows.

Steph gasped sharply, her cheeks turning bright red at what Mal was saying, "You mean... on my parents' bed?!? No! That would be so horrible... so wrong... I couldn't... no... just couldn't..." she stammered out, fidgeting against her best friend in the world.

Mal chuckled and leaned in, kissing at Steph's lips before she brought her hand up to hook into the collar of her shirt, starting to lead her right into Steph's parents' bedroom, not leaving her with any room to argue. She took her hat and tossed it onto the dresser, letting it land just so neatly before she came back over to Steph, running her hands along her pet to be's body, just savoring the feel of it that she'd been craving for so long. Her hands then moved to take hold of Steph's shirt, pulling it up over her head to reveal the black lace bra that was holding her D-cup breasts. Tossing it aside, Mal murmured softly, her hands moving to gently caress her breasts through the bra before she wrapped her arms around Mal to unclasp her bra in the back, freeing them from their confines. She then moved to release Steph's pants, easing them slowly off of her beauty's body along with her matching underwear.

There Steph was... completely naked in her parents' room with her best friend in the world about to have sex. Her mind was reeling at what was going on, unable to believe it at all. And then Mal was there taking her own shirt off, slipping her bra off as well to toss to one side. Stephanie was blushing so horribly as they stood there, nearly nipple-to-nipple with each other. But before she could do anything, Mal grinned at her, tucking her finger under Steph's chin as she said, "Now... be a good girl for me... get on your knees... and take my pants off." It wasn't a request. It was a command. And it shot deep into Stephanie's psyche.

She slowly got down to her knees, blushing sweetly up at her friend (who she was quickly starting to see as her lover) as her hands started to unzip her pants before releasing the button. She swallowed hard, feeling nervous beyond belief as she pulled Mal's pants and panties down, only to yelp in surprise as Mal's hard, heavy cock sprang free right in front of Steph's face. She fell back onto her rump a little, staring at Mal's dick in absolute shock, trying to wrap her head around its presence. "I... you... wh... you... how..." she whimpered out, though she wasn't running from Mal... just surprised.

Mal chuckled and reached down to stroke her head, smiling as she reached down to stroke Steph's head even as she drew it back toward herself, bringing her face-to-face with her heavy cock. She was so close to it, unable to escape its intoxicating scent. She couldn't help but lean in to nuzzle a little at Mal's cock, breathing in deeply. She hesitated before she gave it a soft lick. She didn't expect to moan like a little slut... but that's exactly what she did. She couldn't help but lick, again and again, the taste... it was addicting in its own right. It wasn't long before her lips were wrapped around Mal's dick, suckling on it hungrily. Her hands moved to hold Mal's hips, gripping them as she just gave in to the need her body was feeling. She wasn't skilled, but at the same time, Mal wasn't experienced with receiving oral sex, so it wasn't particularly a problem. She was at least careful enough not to use her teeth.

Mal's hands moved down to hold and stroke Stephanie's head while she moaned loudly, herself, savoring every moment of the blowjob she was getting. She would definitely have to keep Stephanie too. Would Alex be okay with that? Probably. She would make it alright. She could just... do that, right? In any event, her train of thought got derailed as Steph was just going wild on her like that.

She couldn't help but let out a snarl of pleasure as her orgasm was quickly building, her fingers gripping Steph's hair more firmly as her hips pumped back and forth, thrusting into her crush's mouth before she froze, throwing her head back in a powerful cry of pleasure as she came. Fortunately for Steph, she hadn't driven herself down into Steph's throat, and she was able to taste the rich, hot cum as it rushed into her mouth.

She did her best to keep up with all of it, but it was too much for her to handle, and she pulled back before Mal was finished cumming, coughing and spluttering as several more jets of cum sprayed right over her face. As Mal came down from her orgasm, she was panting quite heavily, looking down at the mess she'd made of Stephanie with a great big smile on her face. She couldn't help but bring her hand to gently caress Steph's face, smearing the cum over it as she gently murmured to her, "Good girl... good girl for mistress..."

Steph's eyes unfocused for just a moment before she let out a happy little sound, looking up at Mal with pure love and adoration. She moved her head to lick at Mal's hand, cleaning the cum from it while keeping her eyes locked on her mistress' eyes. She let out a sweet, submissive canine whimper as she said, "Thank you, mistress..."

Mal's heart actually kind of broke at that, just bursting with joy. She smiled and let Steph clean her hand before she scritched softly under her chin. "Now... up on the bed on all fours..." she said, licking her lips as Stephanie obediently crawled up onto the bed, her shoulders low to the sheets while her ass was stuck high in the air, presenting herself for her mistress like a proper little bitch.

Mal kicked off her pants the rest of the way and climbed up onto the bed, kneeling behind Stephanie, just running her hands over Steph's ass, gripping and kneading it so nice and slowly over her smooth skin. After a moment, she spread her fingers out and raised her hand up, bringing it down onto Stephanie's ass with a resonant smack, drawing a bark out of her pet before she started panting.

That reaction surprised Mal a bit... but more than that, it made her cock jump and her heart race in her chest. She was smiling... just a little bit goofily as she took her other hand and spanked her again, getting a similar reaction from the little slut. Steph even started grinding her hips back against Mal's cock, whimpering and whining so prettily for the dom behind her, wordlessly begging to be fucked.

After a couple more spanks, Mal just couldn't say no any longer as she ground herself forward against Steph. One hand moved down to take hold of her cock as she brought the tip of it down to her little bitch's entrance, rubbing the head of her shaft against her for a moment to coat it in her juices before she lined herself up and slammed herself forward.

Stephanie had been a virgin up until that point, having never even inserted her fingers into herself, never mind a toy, and as her maidenhead was taken from her, she cried out loudly. There was pain to it, but at the same time, there was just so much more pleasure. She Really did have the makings of a fine painslut for her mistress as her shoulders dropped fully to the sheets, her head laying to one side on them as she just rocked her hips back against Mal's cock while something in her began to shift and twist.

Mal's hand returned to Steph's hip, holding her with both hands as she started to thrust deeper and deeper into her sweet girl's cunt. It was remarkable how well Steph was taking the significant size of her mistress' shaft, but somehow her walls were just stretching so nicely to accept every inch of it. Her eyes were completely out of focus, her mouth hanging open with her tongue lolling out of it while she whimpered and whined prettily for Mal.

As Mal continued to drive into her, she could feel a growing spark within Steph, just straining to come out, and so she brought her hand down to run along Steph's back, stroking her soft, smooth skin slowly before she let her glamour drop, revealing her majestic feline form assert itself once more. As she did, she felt the energy that she'd experienced back in the tent starting to well up within her before she opened her hand, spreading her fingers out on Steph's back to let the energy course through her into the little bitch begging for her mistress' love.

As she did, that spark within Steph started to crystalize and grow within her. As Steph's hands pawed feebly at the sheets, they began to shift and change, starting to grow white fur over the backs of them, while pads took shape on her palms and the undersides of her fingers, her nails moving into blunt claws at their tips. Mal's claws were retractable, but from the looks of things, Steph's didn't share this quality.

Fur also spread outward from where Mal's hand was on Steph's back... beautiful, sleek, soft white fur, which was just a touch shaggy. As it reached her backside, a tail began to grow just above her lovely little rump, this one curling up toward her back, with long white fur along its length. The spreading fur also began to change Stephanie's head, her face growing out into a long, pointed muzzle, her long, broad tongue hanging out of it onto the sheets as her ears moved to the top of her head, becoming long and pointed as she was letting out a sweet canine whine of delight.

Mal couldn't help but admire the gorgeous white wolf under her as the transformations completed themselves, her already blue eyes having become piercingly beautiful, though they were still completely unfocused in the waves of pleasure that were washing over her. Her walls were still amazingly tight around Mal's cock, gripping and trying to milk it for its seed... and to be completely fair, Mal was not looking to hold that back from her beautiful little bitch.

With a few more thrusts, she drove herself in up to the hilt in Stephanie, pressing hard against her ass as she threw her head back and roared out in pleasure as she came. Stephanie's reply to that roar was a long, piercing howl of pleasure as her mind was claimed by the most intense orgasm of her life. They were locked together there for a long moment before Stephanie collapsed beneath her mistress, panting hard, just trying to catch her breath and put her brain back together in the wake of all of that.

Mal lay down on the bed with her, wrapping her arms around Steph and just curled around her, purring deeply to her sweet girl as they both took a moment to recover. Little by little, her brain pieced itself back together, and she was just as happy as she could possibly be, snuggling back into her mistress' body... but slowly, enough of her brain returned to register things that felt... off about what was going on. In particular, the purr coming from Mal.

She turned her head to look over her shoulder in confusion, trying to see what the source of the sound was before she registered that there was a tiger right there behind her, pressed up against her back. She let out a decidedly canine yelp and scrambled away from Mal, whimpering loudly as she scuttled across the bed. It was a tiger... but also kind of human... and... it had breasts... and a cock... and... its body kind of looked like Mal's... and her breasts and cock looked like Mal's... but it was a tiger... and there was a thumping noise coming from behind her.

She turned to look at the source of the thumping sound, only to see a white, shaggy tail wagging behind her, thumping against the sheets, setting off another round of frenzied, confused, scared investigations, this time into herself. She looked down at her hands... only they were paws... and her body... was the way it was, just covered in the white fur that was covering the tail and the backs of her hands... and when she looked down, there was something else white and hairy blocking her view... and when she felt it, she could feel her hands on it... it felt like a dog's muzzle... what about her ears... they were dog ears.

She was a white dog, and Mal was a tiger who was a girl, but also a boy... which was really weird... but also really sexy... why was she sexy to her?!? Why did her brain register her smell as mate and... something more... mistress? What even the hell did that mean?!? Her head was just spinning in tight little circles as Mal sat up and just padded softly over to her, wrapping her arms around Stephanie's shoulders, drawing her in against herself, and kissing her forehead.

The effect on the frazzled wolf was immediate, her brain grinding to a screeching halt in its constant loops. She just took a deep breath and leaned in against Mal, nuzzling into her neck and just taking in the scent that meant love and safety to her deep brain. Her heart rate slowed to a more manageable level as she closed her eyes. She instinctively lapped softly at Mal's throat in a loving gesture to her mate. "Thank you..." she whispered, wrapping her arms around her tiger.

"You're welcome, pet..." Mal murmured, grooming the top of Steph's head, purring deeply to her, the sound just serving to help soothe the sweet wolf in her arms.

Once she'd had enough time to calmly process what had happened in her head, she still had some rather significant questions and she drew back to look into her mistress' eyes. "Mistress... I'm confused... why are you a tiger? And why am I a dog? And... why do you have both girl and boy parts?" She paused a moment, looking down before turning her eyes back up to Mal's eyes, "What... happened at the circus?"

Mal seemed to consider for a moment before she nodded her head and smiled, stroking Steph's cheek. "I think I'll start with the last part. It's going to be hard to believe, I know, but I promise from my heart that I'm not lying to you," she said, looking deep into Steph's eyes with her brilliant green eyes.

Steph needed a moment before she nodded her head a little and breathed softly, "I trust you, mistress."

Mal couldn't help but just kiss Steph's forehead softly, smiling tenderly at her. "Thank you, pet," she said before taking a breath, "I went to the circus tent as Malcolm, not Mallory. Until last night, I was a boy. We were friends but not close... not as close as I wanted to be. Anyway, I had been dared, and I knew I had to do something big, so I went to the one place that no one goes... the circus tent. In the middle was that hat, and I could feel it calling to me. When I picked it up, there was suddenly someone there, going on about being a fairy who came here from Ireland."

"I didn't believe her, but she called in the other fairies, and they were all half-human half-animals like we are now, Alex changing into a black cat when I was looking away from her. She then had me stand on the podium and put the hat on... and the magic of the place flowed into me, changing me into this..." she said, gesturing at her new body. "I... kinda didn't have a lot of choice but to believe her after this. They said that I was their new leader... their new Ringmistress, and they all treat me with so much respect, it kind of blows me away. Alex said the hat chose me, and that's why they changed me. It used to be hers, but after the park closed, I guess... it stopped being hers. She was even saying that she used to be a panther, rather than a house cat before the park closed."

She closed her eyes for a moment, breathing in through her nose as she continued, saying, "Something in the fey magic... rewrote everyone's memories of me... and all of the evidence that I was ever a boy. That's why you know me as your best friend in the world. It's... how I always wanted us to be, and I think the magic knew that. So, that's why you remember things having been that way. I'm not looking to play any games with you, though. I had a massive crush on you before last night, I just didn't have the guts to do anything about it. I think it's why I went for the biggest prize I could at the park," she said with a dry laugh before she looked softly into Steph's eyes and leaned in to kiss her.

Stephanie was completely blown away by what Mal was telling her. There was an odd kind of double-vision as she sat there in Mal's arms. She remembered Mallory as her best friend her whole life... but also remembered Malcolm as a good friend growing up, who she'd started developing a crush on, herself. Both were there in her mind, and they were mingling with surprising ease. The expression on her face was amazed but not upset, and she blushed sweetly through her fur.

"You know... I think that if Malcolm had walked out of that park with that top hat... I'd still have been okay with him kissing me... I... kind of had feelings for him, too..." she said with a sweet tone in her voice before she leaned in to lick at Mal's lips, "I'm still okay with being Mallory's love... and pet... I feel like I know what that means... and it feels right to me." She took a deep breath and was thinking rationally for a moment, "So... the fey are... part animal... you are part animal... and now I'm part animal... does that mean that we're fey too, now?"

Mal chuckled and smiled, nodding her head, "Yes... we're fey. I had no idea that I would be able to change you into a fey until I actually did it," she said with a shrug and a laugh. "Just... look... I know I kind of didn't give you a lot of choice in any of this... but... I just..." she said, visibly at a bit of a loss for words. Steph wasn't at a loss for what to do. She leaned in and kissed Mal right on the lips. Mal stopped talking and returned the kiss, sighing softly. "Thank you." She sighed softly, reaching out to stroke Steph's side. "Now... I don't know about you... but I think I'm ready for round two..."