Winding Down
by kittara
photomanips by MadBirdCZ

"Candi!"

Throughout my life, I always wondered what possessed my parents to name me Candi. It had been kinda cool when I was younger, cause the other kids through it was a cool name. It was different, being spelled with an "i" instead of a "y". Nice, pink and frilly. But as I got older, I realized how awkward the name could be. It sounded more and more like the name that would be given to a hot stripper getting ready to hit the stage surrounded by legions of horny men. An object of lust. Oh, the comments I would hear from men as they learned my name.

Now the name in and of itself wasn't bad enough. As I grew up, my body seemed to have developed to fit the name. Not that I'm one to brag, but I think I'm pretty good looking. I've got long strawberry blonde hair, a nice athletic physique and great looking C-cup breasts. I always get looks and smiles from guys wherever I happen to be. It was just something that I got used to, though I usually ignored it most of the time.

I walked along the boardwalk between all the carnival booths, looking back to see my friend Sara waving to me as she came my direction. I smiled. It had been a long week and some time off had been way overdue. This being the last night for the travelling carnival that had come to town, Sara and I were meeting up to take a break from all our school work.

"Hiya there Sara!" I exclaimed as I waved back. "I thought we were going to meet up in half an hour or so."

"Oh, I finished up my homework and decided to come down a bit early," Sara smiled.

"Yeah, I had to stop and take a break too. The stress from all my classes is starting to get to me," I admitted.

Sara and I had been friends for quite some time. We had met in our tenth grade year at high school. I had just moved to the East Coast from California and didn't have any friends in the new, strange environment that I had been thrust into. Sara was one of the first people I had met when I arrived. Her family lived two doors down from the new place that my parents had bought. Sara had first seen me when I was helping my mom move some of the things into the house that first day. She came over to introduce herself and then helped me move some of my stuff into my new room.

Gaining a true friend was very valuable to me, and we quickly became inseparable. Sara was always there for me no matter what was going on. Even when my parent's were killed in that car accident my Senior year, I could always count on Sara to be there for me. She was the best friend I could ever have. And cute too with her short blonde hair, small waist and more-than-ample cleavage. We made quite a pair.

"I hear you," Sara agreed. "I've been working on that stuff all day. It was getting really old and tiring. I still don't know why an art major needs to take so much math."

"Oh, you just need to lighten up Sara. It's only one little math class," I grinned giving her a nudge.

"Yeah, yeah. I know I need to lighten up a little, but it's still frustrating," Sara sighed. "Can you give me a hand with some of it after you get a chance to wind down a bit?"

"Sure, but first things first. Winding down time IS in order," I said in agreement. "We wouldn't want to kill each other while we try to do out homework."

Sara smirked. "I suppose. What did you want to do first?"

I just smiled as I grabbed Sara's hand and pulled her toward one of the roller coasters.

We spent hours going around to all sorts of different rides, eating all sorts of strange snacks and looking curiously at all the little sideshow tents. We had made our way all along the boardwalk until we reached the final set of the tents. I had noticed that there were very few people on this end of the carnival. Mostly people that looked like they worked at the show.

Sara had been drawn to the last tent on the boardwalk, which appeared to be a tent full of different machines. Strength tests. Personality tests. All sorts of strange things. Sara motioned to me to follow her inside. I was getting a little freaked out at the lack of real customers around and wanted to head back, but Sara had already gone inside. As I ran over toward the tent opening, I saw a strange little man wearing a top hat and the red coat of a circus MC staring at us from across the boardwalk. I looked back his direction and it seemed like he had a sly, almost evil, smile on his face as I entered through the heavy canvas draped over the tent entrance.

The man's smile was unnerving, like he knew something was going to happen. I just wanted to get Sara and get back out of there, but she was totally enthralled by all the machines that lined the sides of the tent.

"Sara? This place is kinda creepy and there was this..." She cut me off mid-sentence.

"But these are so cool. Look at this one!" she exclaimed as she inserted a quarter into a box that was supposed to tell you what kind of personality you had.

"I dunno," I said still a bit scared about being in the tent. It was strange that there were no other people, not even any carnival employees inside.

"Aw, they're just silly carnival games. Just take a look around and find one that looks like fun." Sara stood mesmerized by the music and lights of the personality game.

I resigned to the fact that I'd be there for a little while since Sara was having such a fun time with all the different gadgets. I walked around the room, not really seeing anything interesting until I saw a machine that claimed to tell the future. It looked a lot different from the other machines. Smaller. It had a round opening in the front that contained a figure of a small toy. Above the toy, in large red letters was what I assumed was the name of the contraption, Futures Revealed. I didn't want to get into all the toys, but it seemed so out of place that I had to take a closer look.

"I wonder what this one does," I said, standing right in front of the box, leaning over to look inside. I was looking at the interior of it with curiosity when it seemed to come to life. I jumped as the lights start flashing and the gears started making noise. The small toy inside started twirling like a ballerina, it's arms going up over it's small head.

"What the?" I exclaimed.

Sara looked over my direction. "What did you do?"

"N-nothing. It just started up all by itself." Then the little machine spit out a small card which landed next to my foot. I reached down and picked up the card as the machine went silent.

Printed on one side was the name that matched the writing on the machine, Futures Revealed. I flipped the card over.

"You're too stiff. The KEY is winding down." I looked at the card with a quizzical look on my face.

Sara stopped what she was doing and came over to see what I was looking at. She looked at the card in my hand and shrugged.

"I wonder what that means. Strange, silly machine," Sara said as she taped the side of the machine with her foot.

Then, just like before, the machine came to life again. Gears grinding and lights flashing, it spit another card out, this time at Sara's feet. She reached down and brought the card up into view.

"You're full of HOT air. You need to lighten up."

"Huh?" Sara stood there in a daze, just staring at the card. She felt like she had been insulted. Normally she would have argued back, but it was just a machine.

"Thi... this place is getting too freaky," I said, trying to get Sara to follow me out. I pulled on Sara's sleeve and finally got her to move.

Sara turned and followed me out through the overlapping flaps of the tent's opening, still staring at the words on the card.

I looked back across the way. The creepy man was still there. When he noticed that I was looking his direction he smirked, then tipped his hat and walked off.

"What the hell *was* that?" Sara asked looking back, holding firmly onto the card in her hand. Being distracted by the card and what just happened, I don't think Sara saw the strange man that had been staring at us.

"I dunno. It's almost like it knew what we were doing here at the carnival," I said as a shiver ran up my spine, leaving a tingling sensation just between my shoulder blades. "It's just too freaky. I think I've had enough for today."

"Yeah, I'm all for that," Sara said as she put the card in her pocket. She then reached around to scratch an itch on her back. "Let's get back your place before something else strange happens."

The walk back to the house was fairly uneventful. Sara had developed a nasty itch in the middle of her back that just wouldn't stop. She kept scratching and scratching, but it wouldn't go away. Eventually it started to look a bit swollen. I just figured it was from all her scratching. As I walked, I just kept stiffly rotating my right shoulder forward, wondering where the numb, tingling feeling was coming from.

As we approached the front steps, I reached into my pocket for my keys. For some reason, I was having a hard time getting my fingers around them. It took me a little bit, but I was finally able to get them out of my pocket. I unlocked the door and then both of us headed into the kitchen.

"That was some weird stuff," Sara said, still scratching her back through her jacket. She opened the fridge and grabbed a couple of sodas. "You want one?"

"Sure, we can go into the living room and relax a bit before we hit the books." This time it was my turn to reach around and scratch. Sara noticed that I was doing the same thing that she had been doing since we left the carnival.

"You got an itch too, eh?" Sara asked, still rubbing her back. It was a bit warm in the house with her jacket on, so she promptly removed it and placed it on the back of one of the kitchen chairs. Then she headed out toward the living room.

"Not really an itch. Just feels weird, almost like my back had fallen asleep." I said as I grabbed a bag of chips and some cookies from the cupboard, flexing my stiff fingers. "And my fingers are feeling a little..." I commented to myself, trailing off as I remembered the card, a bit confused and worried.

"I hope there wasn't something floating around in that old tent. I can't afford to catch anything right now," Sara noted, "Especially with that math class looming over me."

I walked back into the living room and placed the goodies on the table in the middle of the floor. "I'd doubt there was... any.. thing..." I started feeling lightheaded as I looked over toward the fireplace where Sara was standing. "Wha?"

"Is it getting hot in here?" Sara asked as she started to unbutton her blouse. It was like she was on auto pilot as she started to methodically remove her clothes. I looked on in near-silent fear.

"S-s-sara?" I said as my eyes focused on her. Sara had just kicked her shoes off and was unzipping her pants.

"I'm getting so hot, Candi. I need to get all this off," Sara exclaimed as she got her pants off her legs, just leaving her in her bra and panties.

All I could do is stand there and stare. Sara had sat herself down on the marble in front of the fireplace and I could see that something was different. Her skin had started loosing its color and was looking smoother by the minute. She reached down between her legs and started rubbing her pussy through the fabric of her panties.

"So hot... s-s-so light..." Sara wasn't making much sense now. She then reached behind her and unclasped her bra, pulling it down off her chest. Her breasts bounced free as her nipples started to get hard in the open air. I could see an unnatural shine on her breasts through her labored breathing. The shine started to spread over the rest of her stomach as she reached down and pulled her panties off.

I gasped as I watched her breasts expand a little as her areolas and nipples changed to an artificial looking bright pink color. I could see lines starting to form on her sides and around her breasts. She tilted her head back and started moaning as her mouth contorted into an ovular shape, freezing into position. The inside of her mouth seemed to dissolve and was replaced by a smooth tube of latex.

"Oh my god, Sara!" I couldn't believe it. She was turning into a love doll.

All Sara could do was moan "oooh" as the changes swept over her. Her legs started to change color as they spread themselves wider. She arched her back, jutting her now latex breasts further out and forcing her arms back at an angle. Lines started forming on her legs and arms as the final changes were working their way downward. Her pussy started to pucker up and tighten then opened wide, leaving the smooth, pink folds of a latex sac inside. I could only imagine that the same thing was happening to her firm ass. She slowly stopped moaning until there wasn't a sound coming from her anymore. The final changes washed over her face, leaving a painted look in her eyes.

I was completely in shock. I could barely move as I had just experienced seeing my best friend turned into a fuck toy right before my eyes. She had been frozen in place, head thrown back in ecstasy with her mouth, pussy and ass left wide open, ready for any man's cock to be inserted.

I wanted to run over to her, but I felt like I was moving so slow that it would take me forever to get to her. I looked toward her in horror as I could see the card from the carnival sitting next to her discarded pants.

"You're full of HOT air. You need to lighten up." That's what the card had said. And now she had. She complained about being hot. It must have been the hot air that was now filling her latex body. And now that she was just full of air, she had indeed "lightened up".

I tried to make my way over to her, moving slowly toward the couch next to the fireplace. I was moving so slowly, it was like I was stuck in some slow motion video. My arms and legs started feeling stiffer as I got closer to the couch.

My arms reached up in their slow moving prison and started to pull my coat off, dropping it to the floor. As my arms moved, my elbows and wrists started to feel like they had been severed and pieced back together at the joints.

"What.. is.. happening..." I was having a hard time talking now as my motion was slowing even more.

I looked over to Sara in fear as I continued to make my long trip over to the couch. My body started running itself as I felt myself lose control of my actions, like I had been pre-programmed. I reached up and slid my fingers around the straps of the red camisole I had been wearing, pulling them down off my shoulders. I pulled the red fabric down until it was resting around my waist.

As I was pulling down the straps of my shirt, it felt like there was something pushing out of my back where the tingling had been earlier. Just above the back of my bra was a large golden object. It seemed to be getting larger and larger as I got closer to the couch. Eventually it was sticking out far enough that I could finally tell what it was.

I slowly rotated my head and saw the the item pushing its way out of my back. It was a heart-shaped key and it was rotating quickly, though it was losing speed rapidly.

As I turned back, I could see that some other changes that had also happened. My skin had stared to loose it's color and took on a smooth, artificial shine. I could also see the lines forming on the joints of my arms and legs. They became more and more defined when I finally realized what they were. The lines. The key...

My arms and legs were getting stiffer as I felt my insides shift and change. I felt hollow inside as I knew that my body was no longer flesh and blood. I couldn't move except where my new joints had formed.

"Oh god, the card!" I tried to remember what mine said. "You're too stiff. The KEY is winding down." Stiff. Key. Winding dow... It was making sense now.

"I... I'm... b-becoming... a... w-wind... wind-up... doll..." I stammered as my mouth stiffened up into an open smile, the insides feeling like jelly.

My arms now moving mechanically, I reached up and unclasped the front of my bra. My breasts had stiffened up like the rest of my body, not moving an inch as the bra fell open revealing my frozen cleavage. I stared down at my chest as the nipples on my breasts shrunk into nothingness. My areolas then dissolved and disappeared into the plastic. If I could have spoken now, I would have screamed, but my hollow insides didn't allow me to.

I had almost gotten to the couch as I reached around my waist and began to pull my silky white skirt down off my hardened hips. I leaned over a bit to facilitate the removal of my skirt, forcing my breasts out further, brushing them up against my long blonde hair that was hanging down from my frozen, hollow head.

As I pulled it down lower and lower, I felt a surge of energy course through me, radiating out from my pussy. I was stuck in orgasmic bliss as I felt my ass and pussy tightening and sealing themselves up, leaving me with the intense feeling of the orgasm stuck inside my hollow frame. When I had my skirt just above my knees, I shuddered to a stop and froze in place as the key in my back stopped turning.

Everything went silent.

There I stood, half naked with my shirt pooled around my waist and my skirt still stuck in my frozen hands. My breasts were jutting out in the open for all to see, if there had been someone there to look. My mouth was frozen in a silly, half talking-half smiling pose. I still had my panties on, but I knew that there was nothing there to cover with my pussy and ass all sealed up, leaving me stuck in an orgasmic high that would never be satisfied. The final indignity of my predicament was the golden key protruding out of my back.

All I was now was some lifelike toy. I could still think and feel though, which made things even stranger. I could hear, see and feel everything that was happening around me. A truly bizarre sensation to be able to think with nothing in your head but air. I wondered if Sara was in the same situation, still able to think and feel, but unable to do anything else. I kept thinking "Why?" when I heard the noise of a large truck outside and then someone at the front door. The door handle jiggled and then opened, a small person having stepped inside.

"Well, well, what have we here?" My head having frozen facing the entryway, I could see the person that had made all the noise. It was the same creepy man in the top hat and coat that had been staring at us at the carnival.

"What? Who are you? Did you do this to us?!?" I screamed mentally. I was pretty sure that Sara was thinking the same thing.

Two other men in came inside as the shorter man motioned to Sara, then to me.

"Ah, these will work well for our sexy sideshow, don't you think, boys?" The two men nodded in agreement as one of them picked Sara's latex body up off the marble. The other had stepped over toward me. The smaller man smiled and moved over to Sara.

"Ah, this is a new one for the machine. We've never had a love doll in the show, but then, I suppose we could use it in the interactive portion of the show," the smaller man noted as he licked his finger and pushed it up into the hole of Sara's latex vagina.

"You're a lucky one, little lady. At least you can still have something that resembles sex." He pulled his finger out and then pushed it back in a few times. "All the other toys the machine has created have been just that. Toys."

Removing his finger, he nodded as one of the men reached behind Sara and pulled on something right around where she had been scratching earlier. I realized that it was her air valve as her body started to lose its form, becoming limp in the man's hands. The long, agonizing sound of the air rushing out of Sara's body drove me crazy. What was to become of us?

The small man stepped around the couch and stood next to me. He reached up and placed one hand on the key in my back and the other on my left breast. It was a bit of a stretch for him, being as short as he was, but he was able to grab the key and turn it a little.

"You're going to make a great addition, my dear. We haven't had a good wind-up doll for quite a while," he said as he pulled one of the bra straps down off my shoulder. My arms shifted a bit upward as the key turned once or twice. Then it stopped, ceasing my movement.

The taller man proceeded to pull my skirt from my hand and let it fall around my feet. He then turned his attention to the rest of my clothes as he pulled my panties and my shirt down over my ass, letting them join my skirt in the pile of clothes on the floor. Finally he pulled the other bra strap down, letting my last item of clothing hit the floor.

"You're going to enjoy being a part of our wild sex sideshow. The customers will really enjoy playing with you," he smiled as he nodded toward the door. "And you'll enjoy providing that enjoyment too."

"I'll enjoy?" I thought in confusion, then I made the connection. With my pussy and ass sealed and gone, the only place I could give any enjoyment was... My mouth. It has felt like jelly, which I realized that it probably was, a smooth orifice for someone's cock. I'd be stuck giving blowjobs for the rest of time. I screamed to myself as the man picked my up by the waist and started to take me toward the door and the waiting truck outside.

The little box was right. It had revealed our future. Now all I could do was wait for the next stop of the carnival's sex freak show.