Carnival Hearts Interlude Helen and Lynn

Story by Drake007 on SoFurry

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#9 of Carnival Hearts

Lynn takes Mal's advice to go to Mal's home while the ringmistress goes to deal with politics at the court. Helen is more than happy to welcome Lynn in, and the two of them become very close.


After school, Lynn said one last goodbye to Mal and the others as they set off into the woods to go talk with the court about how to see to the welfare of the town going forward and to fill them all in on the plans to bring the rest of the town into the fold. She knew that it would mean quite a long and likely intense debate among the fey, but she knew her role as their leader, and she was determined to do what was necessary to look after their people.

Lynn was not yet a fully integrated member of the court, and neither was her mother. As such, she'd directed Lynn to go to her home so that she and her mother could keep each other company.

Lynn walked up to the front door, taking a deep breath as she knocked on it. It was just a moment before Helen came to the door, dressed nicely and in human guise. She looked very surprised to see her daughter's teacher there, though she knew that Mal had planned to bring her into the fold that day at school. Still, she hadn't been expecting her to just... show up like this... especially not looking as adorably bashful as she did.

She gave Helen a little lopsided smile, looking... just... so... shy. It was honestly triggering Helen's prey drive a bit. "Miss Flores! Please, come in," she said, stepping back from the door.

Lynn came inside eagerly, breathing deeply as she said, "Thank you, Mrs. Stevenson. And you don't have to call me Miss Flores... Lynn is fine," she said, giving her a sweet little smile.

Helen chuckled and closed the door, "And you can call me Helen, sweetheart. No need to lean on formalities between us. So, I take it that Mal had a word with you today?" Lynn's blush was more than answer enough, even without the nod of her head. "Yes... we... talked... she said she was going to the court after school... but thought that since we're not... part of the court just yet, really... we could keep each other company while they took care of business."

Helen grinned broadly, reaching over to brush Lynn's hair away from her face, getting a sweet little sound from the other woman, "Mmm, I see... well, I would be more than happy to keep you company, Lynn. So you mind if I get changed real quick?" She was grinning a little, and as Lynn nodded her head. She let out a long breath and let her human form drop, deciding to make a bold move and let her clothes become a silk corset set, a very striking and imposing garment for her to be wearing. "Please... feel free to change, yourself..."

Lynn blushed fiercely and swallowed hard as she changed, herself. She took on her bear form, letting her rather professional teacher's outfit shift to something much softer and honestly more adorable - a little frilly dress, with a skirt that poofed out. She swallowed slowly, looking to Helen to see what she thought of the choice.

Helen was grinning broadly, unable to help but lick her teeth slowly as she just took Lynn in. "Mmm... my, my... so you're that kind of woman..." she said, walking right up to Lynn, just radiating presence for the bashful bear. She could see just how intensely Lynn resonated with it, her deep instincts drawing her toward the strength and power of the tigress.

Lynn blushed up at Helen, looking up into her eyes softly as she brought her hands down to fidget with the edge of her dress. "I... what? That... kind of woman?" she asked sweetly, even as her heart was thudding in her chest.

Helen reached out, bringing her hand to stroke up under Lynn's chin softly, making her whimper so prettily. "You, my dear... are a sub... but let me guess... you don't really have a dom, do you?"

Lynn's cheeks flushed intensely as she began to fidget and fuss with her clothes. "I... well... Mal... kind of... but... I... I don't know... not... officially... I never had anyone... before today, rea-mph..." she stammered out, her words getting cut off by Helen's mouth as she leaned in and kissed the stammering bear long and hard on the lips. Lynn just melted into the kiss, her body relaxing completely as she let out a very happy sound.

Helen held the kiss for a long moment before she broke it, smiling softly as she looked deep into the bear's eyes. Her bear's eyes? She was certainly eager to try to make that the way things played out! She breathed out, her lips right near Lynn's lips as she gazed deep into the bear's crystal blue eyes. "Well, dear... I think that might need to change..." she said as she wrapped her arms around Lynn, drawing her in even closer to herself.

Lynn whimpered sweetly, losing herself in the tiger's deep emerald eyes, "I... wh... might... need to change?" she asked, her heart skipping beats in her chest as she swayed against Helen's body, instinctively curling against her.

"Oh, absolutely. A sweet little sub like yourself needs a good master... or mistress..." she said, licking at her lips briefly, "And I need a sweet pet to hold and love... I think that we can fill each other's needs in that regard."

Lynn squeaked softly, her ears folding back on top of her head as she looked up into Helen's eyes. "I... you... my... mistress?" She seemed to think for a moment, feeling butterflies in her stomach as she was just melting into Helen's gaze. As her mind was slipping gears a bit, she just pressed in close to her, taking a long, deep breath before she leaned up and licked softly at Helen's lips before she said, "Yes, Mistress..."

Helen smiled and stroked along Lynn's back, raking her fingers along her body before her hands moved down to grip her ass very nice and firmly, pulling her tighter against herself. "Mmm. Good girl. That makes Mistress very happy."

Lynn could feel her heart singing at that, her own hands tucking up against her chest as she curled in against Helen, turning her head to press it against Helen's chest, closing her eyes and just being as sweet as possible.

Helen's heart was jumping in her chest. Lynn turned out just... so damn adorable, and it was properly heartbreaking for the widow. She couldn't help but nuzzle into the top of Lynn's head, grooming it softly as she ran her paws along her back, just enjoying the feel of her teddy bear for a long moment. After some time, she turned Lynn's head back up toward her's, kissing her deeply as her free hand slid down to Lynn's backside, digging her fingers into her soft ass.

This made Lynn moan into the kiss, pressing her ass back into the tigress' paw. Helen couldn't help but chuckle as she broke the kiss, looking into Lynn's eyes, "Now, tell me... did my girl fuck you when she turned you?" The teacher whimpered loudly and her cheeks were practically glowing red as she nodded her head timidly, wriggling from side to side. "Yes, Mistress... She kind of... just... dominated me and fucked the hell out of me... and... Stephanie and Alex... loved on me too..." she said, showing actually rather a lot of bravery by admitting to all of that.

"Mmm... and you enjoyed that my little girl had a nice, big cock?" Helen asked with a chuckle, licking her lips slowly.

Lynn whimpered loudly and nodded her head. "I... I don't know why I found it so sexy... but... I really did..." She half pouted at that, just so completely confused by it all.

Helen chuckled and took hold of Lynn's hand, bringing it up against her crotch, letting her pet feel her assets between her legs. Lynn's eyes went wide as she gasped in surprise... but her hand didn't recoil at all. Instead, she rubbed her hand more eagerly against her Mistress' sheath and balls through her silk shorts. "Mistress... has them too?" She was starting to pant softly, unable to keep her mouth quite closed as she was already starting to soak her panties through quite effectively.

Helen grinned, nodding her head, chuckling softly as she took Lynn's hand and guided it up to her waistband, pressing it down the front of her shorts so that she could start stroking Helen off, able to feel the warmth and swelling firmness of Helen's sheath. She just couldn't help but lick her lips as she caressed it. She was a very sweet teacher, but she had a spectacularly repressed sexual side, and it was very eager to take the helm right now.

Helen let Lynn stroke her sheath (and soon her cock as it emerged) for a while before she leaned in to lick at her pet's lips, a low growl rumbling in her throat. "Now, girl... let's go somewhere that we can be a bit more comfortable, rather than just standing here in the entryway." Lynn really had no grounds to protest as she was led back into Helen's bedroom, which she had rather creatively been redecorating all day today to something... better suited to her new nature. It was quite the striking sight, with red and black silk hangings decorating the previously rather drab walls, making it feel like a proper love-den. Making use of her magic, Helen had even taken some creative liberties with her bed, making it a canopy bed, with tall, sturdy posts at all four corners.

She guided Lynn to the foot of it before she wrapped her arms around her bear, caressing her body slowly for a long moment before she brought her hands up to the neck of her cute dress and, with claws that were suddenly extended, took hold of the fabric and ripped it right open, tearing it right down to her waist while leaving Lynn's breasts to flop out into the open. The teacher was quite amply endowed, and she reflexively moved to try hiding her suddenly exposed breasts before she caught herself, instead, letting her hands move to lift her breasts up to be on better display for her mistress.

Helen smiled broadly and licked her lips, "Good girl... thank you for being so considerate..." she said as she leaned her head down, nuzzling all over Lynn's bosom, lapping slowly at it while her hands moved to tease the bear's nipples, making sure that they were good and erect before her mouth moved to take one of them between her lips. She suckled slowly on it, letting her teeth rake over the hard nub as she savored how lovely her pet tasted... not to mention the pretty sounds that she was making. After a time, she drew her mouth away from that nipple and moved to the other, just taking her time to enjoy the beautiful bear.

When she drew her mouth away, she looked at Lynn's breasts, seeming to consider them very carefully for a long moment, letting the anticipation build in the bear's heart, wondering what on earth her mistress had in mind. Soon enough, though, Helen nodded her head decisively as her fingers brushed over Lynn's nipples. "Yes... I think these deserve something special..." she said, and with a flick of the wrist, she had a pair of rings in her hands, open with studs exposed.

She took one even as Lynn let out a somewhat distressed whimper... but no protest beyond that. as the tigress drove the ring through Lynn's nipple with a swift, confident motion. When she closed it, the ring seemed to fuse together, as though it had always been a continuous ring of metal. The poor bear certainly cried out, though it was far less a matter of pain, and far more a matter of not only surprise but pleasure as well. That act had felt far better than she could have ever expected it to. Her cry of pleasure was even louder as the second ring was driven through her other nipple, every nerve in her body just on fire with hunger for her mistress.

Helen took a moment to appreciate her work, nodding her head in approval. "Yes... I think those suit you very well. Now, to get a better look at the rest of you," she said plainly before she ripped Lynn's dress past the waistband so that it could fall to the ground in tatters, leaving the bear properly naked for her Mistress' enjoyment. "Stand at attention," she said in a voice of powerful command, which the bear was happy to obey.

Helen took a couple of steps back, just looking Lynn over from head to toe, inspecting her very closely, hmm-ing and tutting as she examined her pet. Lynn was being very good, standing nice and still as her mistress started to walk around her a little, getting a better look at the rest of her body, the intense observation unexpectedly causing her heart to race. Perhaps some repressed exhibitionism?

In the end, Helen came back around to stand in front of Lynn, smiling and nodding in approval. "Very beautiful, indeed... Your Mistress is very pleased with you." Lynn's heart raced at that. She had pleased her mistress, and that made her feel wonderful.

"Thank you, Mistress," she said sweetly, standing just that little bit taller and prouder. Helen really had to appreciate how lovely the rings looked on Lynn's nipples, and it put a thought into her head for just a little bit later.

For the moment, though, she was quite content to start slipping her own clothes off, releasing her corset and tossing it to one side before she slid her shorts off, revealing her fully erect cock, which (Lynn had to admit) put Mal's to shame more than just a little bit. Helen tossed her head and purred deeply, clearly enjoying being free of the clothes, save for the boots, which she was keeping on for the moment. She strode up to Lynn, looking deep into the bear's eyes before her hand came up and pressed against Lynn's chest with her fingers spread wide, simply pushing against her to leave her to fall back onto the sheets.

Lynn made a rather adorable, if highly undignified squeak as she was toppled backward. Helen chuckled and knelt down at the edge of the bed, looking quite intently at Lynn's mound, seeing just how soaking wet her panties were, the white fabric nearly transparent from the intensity of her arousal. Helen leaned in, nuzzling against the soaked fabric for a moment, purring so loudly that her muzzle vibrated a little against Lynn before, with a sudden motion, she took hold of the crotch of her panties and tossed her head to one side, ripping the fabric away, only to be spat out on the ground.

That... wonderfully aggressive act caused Lynn to cry out and reflexively buck her hips as she lay there, her pretty little pussy on full display for her mistress. Helen's hand reached out to run over her puffy lips, slipping her fingers between them to spread them open so that she could get a better look at her. Lynn's clit was nice and plump, peeking out from under her hood. The sight really only served to further resolve Helen's earlier thoughts.

She leaned in and started lapping slowly at Lynn's pussy, drinking down her pet's crisp, clean juices, even appreciating the lingering taste of Mal's cum, which she was careful to clean away while she was just working to lull her little teddybear into distraction. In her hand, she had already called up several rings, ready to put them to some delicious use.

She was sucking on one of Lynn's outer lips, tugging on it with her mouth as the hand with the rings moved up to her mound. Without any warning, she took one of the rings and pierced Lynn's outer labia, causing the bear to cum on the spot, spraying her mistress' face so amazingly hard. Helen didn't wait for Lynn to settle down, instead bringing her other hand into play to steady her so that she could give that pussylip a second piercing a bit further down before she gave Lynn a matching pair of piercings on the other side.

Lynn tried to sit up a bit, propping herself up on her elbows to look down at what her mistress was doing, and her eyes went wide as she saw Helen rubbing along either side of her clit with one hand while the other hand held a fifth ring. She whimpered and practically begged Helen not to pierce her clit as well, but her mistress was merciless as she caused a second powerful orgasm as the last ring was driven through Lynn's hood, framing her clit so wonderfully.

Helen was a little surprised by how powerfully Lynn came, but she wasn't upset at all. She certainly didn't mind in the least that her pet was a proper squirter... it just meant that she would have plenty of her pet's juices to enjoy.

Lynn collapsed back against the bed, panting heavily as she was coming down from her powerful orgasms, her brain halfway wiped clean, only registering the fact that Helen was crawling up onto the bed more fully, scooting Lynn further back onto the bed as well. It wasn't until Helen's lips were pressed to her own that her brain started to kick over once more, causing her to moan sweetly into her mistress' mouth.

She wasn't quite conscious enough to properly register Helen's presence between her splayed legs, even as Helen's hands moved to grip Lynn's hips and lift them up as she brought her own hips down so that she could grind her cock along her pet's pierced pussy. The metal actually felt kind of nice against herself, as much as before her transformation into a fey, she would never have thought of that as something that interested her. But, somehow, it was amazingly arousing for her.

She couldn't help but coat herself in Lynn's juices before she brought the tip of her cock down to her pet's entrance, rubbing against it for a moment before she slammed every last inch of her shaft inside of Lynn's sweet cunt.

That seemed to kick-start her brain back into high gear as her walls clamped down hard around Helen's cock, not wanting to let her pull back out again, it felt just that wonderful. Helen struggled to want to pull out, herself, just losing herself in the wonderful feel of Lynn's pussy, but it wasn't that long before she started to move, slowly at first, but steadily building up speed and force. She brought one hand to wrap around the back of Lynn's head, pulling her up into a deep, passionate kiss, driving her tongue into Lynn's mouth to lick all around inside. The bear didn't mind at all and started to suckle sweetly on her mistress' tongue as she rocked her hips up against Helen's, doing her best to keep time with the powerful tigress.

There was no grace between the two of them, no finesse, just pure, primal coupling as the two fey found their deep needs for a mate filled by the other. Their souls sang with the union the two were sharing, and it wasn't long before they both climaxed as one. Helen's seed rushed deep into Lynn's body as the tip of her shaft ground against the deepest part of the bear's vagina, much of the cum shooting straight into Lynn's womb.

The two of them slumped heavily against one another there on the bed for a long moment, neither of them wanting to pull away from the other... though Helen was at least considerate enough to roll the two of them onto their sides, so that Lynn wasn't having to bear the full weight of Helen's body.

Perhaps they dozed, perhaps they didn't, but it was quite a while before either of them truly moved once more. Lynn lifted her head, looking into Helen's eyes with an intense gaze of unconstrained love. That look made Helen's heart swell as she returned it warmly, her hand moving to caress the bear's cheek softly. "Such a good girl for Mistress..." she murmured, making the bear swell up with happiness.

For all that their passion would have exhausted a normal human, their new fae nature came with certain advantages, and after their rest, Helen was ready to continue with her beautiful pet. She slowly rose, gazing down at Lynn's body for a moment to appreciate the mess she'd made of her before she reached down and took hold of Lynn's hand, helping her up to her feet. "Time to get up, pet. I have more plans for you," she said with a deep chuckle that made Lynn blush very badly.

She guided Lynn to an open part of the room, instructing her to stay right where she had left her. She then went to one of her cupboards, opening it up to reveal a sizeable collection of toys and implements that she had accumulated since her husband's death. After a moment, she turned back to Lynn with a smile that made the bear's knees go just a little wobbly.

In her hands was quite a bit of silk rope, which she carefully unwound, making sure that she had the lengths just right before she started to loop it around Lynn's body with practiced ease. Now, Helen had never had anyone to practice Karada with, but in the time since she'd learned about it, she had spent quite a lot of time experimenting with it on herself, forming ever more intricate harnesses around her body. She wouldn't have expected herself to be a ropes expert, but she really did have a knack for it.

Lynn was very much taken aback by the harness that was taking shape around her body in a lovely tortoise-shell pattern. The ropes helped to support Lynn's breasts, lifting them up in presentation to her mistress while her arms were bound behind her back, helping to draw her shoulders back as well. Ropes ran between her legs on either side of her mound, tugging on her lips to make them part just so nicely so that her new jewelry would be shown off as it should be.

Helen looped rope high up over Lynn's head, running it through a heavy-duty eyelet set into the ceiling before fastening it to the harness in a few key places so that Lynn wouldn't have to work to hold herself up. With what Helen had in mind, that would be... rather challenging for the bear to pull off. As a last touch, she took a spreader bar and fastened Lynn's ankles to either end, leaving her legs very nicely spread open for her mistress.

She stepped back to look over her work, just appreciating the intricacy of it all. When her gaze drifted down between Lynn's legs, though, she frowned a little, seeing a trickle of her cum running down her pet's thigh. She thought a moment before she went and retrieved a dildo with a tube running from the base of it, ending in a bulb. She pressed the toy inside Lynn, as deep as it would go before she started to pump the bulb in her hand.

Lynn cried out, and her eyes went wide as the toy swelled within her, trapping her mistress' cum deep inside of her body. She blushed as she looked into Helen's eyes, a soft smile forming on her lips. Helen chuckled and leaned in to kiss Lynn softly before she returned to the cupboard once more.

When she returned this time, she was holding a few things, including several leather straps, it seemed. Helen set them on a small table before she picked one of the items up. It was a short, black leather strap with a buckle at one end, and holes punched into it toward the other end, which tapered down to a point. The leather was decorated by an intricate debossed pattern that had been colored red in the indentations. Along its length, there was a silver setting, which held a ring in place.

Helen held it... almost reverently in her hands as she looked into Lynn's eyes, taking a long, deep breath as a warm smile spread across her face. "In the years since my husband passed away, I've delved rather deeply into the world of BDSM. I understood full well that I was a dominant, but I have never had a pet before. But, I knew that at some point, I would take one when I found the right person," she said, taking a deep breath as she looked down at the collar in her hand, "I got this to be ready for my pet when I found them."

She gave Lynn a moment to let her words sink in, letting the sweet bear come to understand the significance of the collar for Helen. She whimpered so sweetly, panting lightly as she turned her head up to look into Helen's eyes, unable to quite find the words to express the emotions running through her as her mouth moved silently for a moment. She took a long, deep breath as she looked deep into Helen's eyes as she finally found the right words. "Thank you, Mistress... I love you very much..."

Helen smiled and came forward with the collar, wrapping it around Lynn's neck, carefully finding the right tightness before buckling it in place. The two of them could feel something electric passing between them right at that moment, making both of their hearts quicken as Helen leaned in and hooked her finger through the ring at Lynn's neck, using it to pull her closer so that she could kiss her pet full on the lips, just holding the kiss for a long moment.

They had both needed this for a long time. Lynn may not have known much about BDSM beyond some browsing around she'd done at home, but even if she hadn't fully researched it and understood it as Helen did, she had always had the demeanor of a submissive. Not weak, but very much loving and caring... and she instinctively knew that she would do well as Helen's pet.

When Helen broke the kiss, Lynn panted softly as she said, "Thank you, Mistress..."

Helen chuckled softly at that as she retrieved something else from the table, a ball with leather straps coming from either side. She took the ball and pressed it into Lynn's welcoming mouth before she reached around to fasten the gag in the back. She kissed the ball where it stuck out of Lynn's mouth, saying, "No... thank you, pet..."

She stepped back from Helen as she hung there in the middle of her room, taking up the last thing that she'd retrieved from the cupboard. It was a long-tined, soft leather flogger, which she gave a few swings, getting a feel for the weight of it in her hand before she lashed out at Lynn with it, striking her bear right across her breasts. The weight of the flogger was enough to make her breasts bounce and jiggle around, the rings set in her nipples glinting in the room's lights so beautifully as Helen continued to swing the flogger, leaving no part of Lynn untouched.

The poor bear was beyond lost as she tried to process how this all felt so amazing to her, but with each blow, there was a heat inside of her body that was building and building, her breathing starting to quicken even as Helen moved around behind her. She lashed the flogger at Lynn's back and her bear's ass without mercy, causing Lynn to sing just so prettily around the gag in her mouth.

To Lynn's surprise, she felt as though her brain was starting to hiccup, shorting out a little bit more with each blow from the flogger before she began to shake, closing her eyes tightly as she screamed around the gag. Her walls began to spasm around the toy trapped inside of her as an orgasm took her, causing her to jerk and writhe in the restraints.

As she did, three young women appeared at the doorway, their jaws dropping open at the sight of the two women in the bedroom... especially Lynn as she was cumming so powerfully from the flogging alone.

As Lynn came down from her orgasm and her eyes came back into focus, she saw the trio standing in the doorway and let out a loud whimper that alerted Helen to their arrival. She looked up and over at Mal, Stephanie, and Alex, giving them a great big smile. "Ah! Welcome home, girls."