Matthew caught the faint circle of light out of the corner of his eye. Almost too late, he crouched down and waved frantically for the others to hide as a security guard stepped onto the main walkway. Damn. The first two guards had been easy to spot, but this one must have come from a side path between the rides.

Andy and Zack flattened against the wall and slid to the ground. Even in the darkness, Andy's copper-red hair stood out like a neon sign. Fortunately, he remembered to flip the hood of his jacket up over it. Where was Tim? The guard had stopped to check the door of a concession stand. Matthew eased over to the edge of the barrier and looked back towards the ride. The missing teen was still decorating a wall with spray paint. Damn. The idiot was gonna get them all caught.

A chain rattled as the guard checked the entrance gate, and Matthew dropped to the ground. They were pretty well hidden in the shadows, but if the guard came inside they were fried. The light waved around briefly, and actually flickered across Zack's back. Then the beam snapped off and the guard continued down the path, oblivious of the four intruders.

Matthew shivered in relief. This had started out as simple trespassing. No big deal, especially since they were all underage. Then Tim started with the paint cans after they'd gotten inside and the other two had joined in. Matthew hadn't done anything so far, but he wasn't stupid enough to think that would make any difference if they got caught. Still, there was a crazy kind of thrill in sneaking around. The theme park was closed for the season, but there were still guards and cameras all over. It was sorta like playing a spy game.

Built in the middle of a forest, the theme park made use of the hilly terrain by dividing the attractions into different sections. They could have probably climbed over the fence which surrounded the park without getting caught, but there was always a chance that a guard would spot them. Instead, they'd slipped a small rowboat under the gate blocking a small river which wound through the property. By staying on the outer edge of the park, they could avoid most of the cameras, and still have the trees for cover.

"Gotcha!" Matthew jumped as a hand grabbed his shoulder, but it was Tim, not the guard behind him. The older boy grinned and punched him lightly on the shoulder. "Come on, man. Loosen up. Have some fun." He held out a can of paint. When Matthew made no move to take it, he shrugged and started spraying the wall behind them.

"Hey!" Matthew knocked Tim's arm aside, but not before his friend had painted "Matthew" in big orange letters. "You asshole! They'll think I did it!" Tim giggled and started towards the back wall. "Then you might as well join us." He tossed another can at Matthew, who caught it automatically. Dark red. He started to throw it back, and then stopped. This was a new can, and the other guys were all using different colors. If they did get caught, maybe this would help prove that he hadn't done any of the damage.

Andy and Zack joined them now, and they slipped around the back wall together. The next ride was a log flume, but the water was off and the boats had been removed and stored for the winter. Tim managed to paint a fluorescent orange happy face in the trough, while Zack sprayed "EAT ME" in big green letters on the clear plastic splash guard. Matthew hung back, not wanting to get involved in the damage. Andy went looking for something else to deface.

"Hey! Come here, you guys!" Andy stuck his head around the corner and gestured for them to follow. He led them down what looked like a tiny maintenance path, and pointed proudly at the sign over a large gate.

"Circe's Funhouse - A Fantastic Fantasy for Men Only!" Matthew was puzzled. He hadn't heard of any new attractions, and it sure didn't look like the kind of thing they'd have in a family amusement park. Andy laughed. "For men only. Guess that leaves you out, Tim!" "Oh yeah? At least I don't need tweezers to pee!"

Matthew ignored the banter and checked the gate. There was no lock, just a simple lift latch. This was his chance to be the brave one. "See you little boys later!" He threw the gate open and ran in. The other three followed instinctively, and almost knocked him over when he stopped dead in his tracks.

A collection of tents and buildings stretched out as far as he could see, all brightly lit and covered with balloons and streamers. There was some sort of heater going, for the air was warm and pleasant despite the winter chill just outside the gate. The whole effect was like being at one of the cheap summer carnivals that came through town every now and then. Except that there were no people.

Tim pushed his way through and looked around. "Holy shit! This place is huge!" Zack gave a low whistle, and Andy simply nodded in agreement. They started in, and then turned back towards Matthew, who had suddenly lost his courage. "Come on, you pussy!" Tim's remark was delivered with a sneer that cut through Matthew's apprehension, and he strode past the others into the gallery.

Lights flashed and blinked everywhere, and the ground was covered by what looked like thick grass. On impulse, he looked up and gaped at what appeared to be a crystal clear night sky. He knew it had to be fake, but whoever did the special effects knew their stuff. Stars twinkled, and the moon hung full and bright in three-dimensional glory. The fenced-in area sure hadn't looked this big.

His puzzlement was interrupted by a shout from Zack, and he joined the others at a large billboard which featured the most fantastic woman he'd ever seen. Any doubts about the adult nature of this attraction disappeared. Sure, the woman was dressed, but the filmy pink drape was arranged to accent, not cover, her obvious attributes. The overall effect was the most erotic vision he'd seen or imagined in all his 16 years.

"Man, oh man! I see the ride I want to get on!" Tim's wishful thinking was echoed by nodding heads. They were still staring when the crackle of a loudspeaker startled them. "Welcome to Circe's Funhouse, Gentlemen." Matthew spun around, heart pounding. They'd been caught! He scanned the area for a possible escape route, even though he knew it was too late. Or was it?

"I'm so glad to have such fine-looking young men as my first customers." The voice was rich and sultry, a match for the buxom blonde on the billboard, not some security guard. Besides, if they were going to be arrested, the guards would have been here by now. Tim glanced around, and finally looked up at the speaker. "Is this place open?"

"It is for you. For all four of you." The voice no longer crackled from the speaker. It seemed to come from the air around them. "Please look around. You're sure to find your own fantasy somewhere in Circe's Funhouse. There are no rules, no restrictions. Your darkest desires, your most erotic dreams will become real tonight."

Matthew gaped at the billboard, only dimly aware that his friends were similarly dazed by the hypnotic voice. Unfamiliar sensations were building inside him, powerful, strange, and very pleasant. "Come, my handsome young friends. Come to me."

The others were halfway down the gallery before the euphoria faded enough for Matthew to realize he'd been abandoned. That didn't really bother him. He wanted to be alone, alone with the voice. Still, there was a wrongness that nagged at him. This was crazy. This was no family attraction. Besides, the park was supposed to be closed.

Tim stopped at one of the large tents, but the other two boys walked past him. For the first time, Matthew realized that they were all going separate ways - the others had just started out at the same time. Something else. The attractions all had flashing signs, and he puzzled at some of them. Centaur Stage? Roo-Go-Round? What were those? He was close enough to the one Tim had entered to see that it featured "Contented Cows." Wasn't that from some old milk commercial?

The combination of curiosity and nagging doubts managed to break the automatic pilot guiding him down the gallery. The tent flap had dropped closed behind Tim, and the lights went dark as Matthew approached. He pushed the canvas aside, determined to follow. The stench hit him immediately, washing away the last of the euphoric fog.

What the hell? Matthew blinked, confused by his surroundings. This looked like a huge barn, filled with cattle. The props included cow pies that looked and smelled real on the floor - not exactly tourist stuff. Tim was on the other side, following one of the big animals into a stall. Matthew yelled, but his friend seemed oblivious to everything but the cow.

He started towards the stall, only to have his way blocked by one of the beasts. Edging around her only brought him face-to-face with a second. "Tim?" Matthew's voice cracked with fear, and he pushed past the animals and ran towards the stall. A loud bellow stopped him just short of the opening, and he stuck his head around the wall cautiously.

The cow was in the stall, along with a massive black bull which was trying to shake something off a hind leg. A sock? What was a bull doing wearing socks? There were other clothes on the ground, and he reached down to pick up the tattered remains of a red and black jacket. Tim's jacket. The fabric crumbled in his hands, dissolving into straw which mixed with that already on the floor. The rest of clothing shared the same fate, and free of the annoying sock, the bull approached the cow with obvious intent.

"No!" Matthew spun around and ran, almost bouncing off a couple of the cattle in his haste. Where had Andy and Zack gone? He burst out onto the gallery and saw the lights wink out on a small theater which featured a revue called "Chorus Lion." The humor was lost in his growing panic, and he shook the doors frantically, trying to get in. Peering through the glass, he saw no seats or stage.

Zack was walking across open land, stroking the head of a huge lioness who rubbed against him like an overgrown kitten. Matthew beat on the glass, screaming. The other boy stopped for a moment, and turned towards the noise. Wide-set yellow eyes glared back at him, and Zack's muzzle twisted in a snarl. Unable to move, Matthew watched in horror as his friend's body rippled and grew, falling to all fours as boy became beast.

Matthew staggered back, trying to disbelieve his own eyes. Andy. Where was Andy? The only other darkened sign was further up, and he stumbled towards it. "Satyrday Night Fever" was a dance hall of some kind, but as he burst through the entrance he found himself in a forest clearing. There was a fleeting glimpse of naked, green-skinned girls who disappeared into the trees, and strange music wafted through the air.

Andy was seated on a rock, bare to the waist and facing away from him. Still, there was no mistaking the unruly red hair, especially when his friend turned at his approach. The boy was blowing into what looked like a bunch of reeds tied together, and this was where the strange music came from.

As he got closer, Andy stood up and started to dance in odd, hopping steps. Confused, Matthew stopped and stared with growing comprehension. Small white horns protruded through the shaggy hair covering Andy's forehead, and what looked like thick, baggy pants were actually the hindquarters of a goat! Andy stopped playing for a moment and grinned at Matthew, but the familiar features were more alien than any of the animals.

The goat-boy gave a bleating laugh as Matthew screamed and ran back into the gallery. Pure fear filled his mind, and he wanted to run anywhere to get away from the madness. He wandered aimlessly, cringing at every shadow as he wandered deeper into the funhouse. Lights were going out all around him, even the stars in the sky seeming to dim. Finally, he stood in total darkness except for the lights of a single sign announcing the "Flirtatious Fillies."

Suddenly numb, Matthew approached the canvas tent like a sleepwalker. He knew he couldn't go in, he had to run away. Yet even as his mind screamed at him to stay away, he stepped through the entrance and into another barn. No, not a barn. Golden mist surrounded him, and a familiar voice said "Welcome, Matthew. I knew you would come here." There was no loudspeaker this time. The mist parted to reveal the goddess from the billboard, only this vision was flesh and blood.

The euphoria returned in full force, blotting out even the wild panic of just moments before. She opened her arms and drew him into a loving embrace. As she nuzzled him gently, he ran his fingers through her silky mane and drank in her scent with flaring nostrils. He would be her lover, her stud, her stallion. A surge of strength and heat flowed through his body, and he shook himself in pleasure as muscles rippled and grew. Her need was all that mattered now, and he welcomed the transformation that would allow him to meet that need as a ... horse?

Matthew pushed away suddenly, only to fall backwards onto a pile of straw. The golden mist was gone, and the erotic goddess he'd been embracing was a large mare. The overwhelming desire was quickly replaced by sensations of pressure and mild pain. His pants were stretched almost to the point of bursting over legs which now stuck out far beyond the cuffs.

The mare snorted once, and started towards him. Instinctive fear took over, and he scrambled up and staggered awkwardly away from her. Movement seemed to get easier, and the pressure eased a bit as his legs became more human. Running now, he heard the mare whinny in anger, the sound changing to the scream of a woman as he exploded out of the tent.

Her cry was echoed by animals inside the different attractions as he ran past, and dark shapes began to emerge. The signs flared into life, blinding him momentarily. Animal roars, bellows, and whinnies blended into an avalanche of noise which washed over him. Afraid to look back, he pounded towards the entrance as fast as he could. Many things followed, he was sure of it. There was hot breath behind him, and he could almost feel claws catching at his jacket. The noise grew louder as he reached the gate, and his own scream mixed in with the others as he threw himself through the opening.

"Whoa, boy!" Strong hands grabbed at him, and he struggled wildly for a moment before the cold air and silence registered. It was too dark to make out a face, but the uniform identified his captor as one of the security guards. Matthew looked around frantically. "They're after me! She's gonna get me!" The entrance hung partly open, and he stared at it wide-eyed with fear.

The guard looked confused. "There's nothing there to be afraid of, son. Just trash." He reached out with his free hand and pulled the gate open to reveal two large, green dumpsters. Matthew stared at the metal containers, and then collapsed at the guards feet, sobbing.

They had already called the police, and his parents were on the way. Matthew stared dully at the wall, Nobody believed him. They'd discovered the vandalism, and then the paint can in his pocket. He'd been trashing the place with friends, and had come up with some crazy story to protect them. Case closed. Matthew shook his head. Were they all blind? He didn't have to get up to see himself in the large mirror across the room. Maybe the protruding face and coarse hair looked normal to the guards, but his legs were much longer, heavy ankles hanging far below the cuffs of his pants.

"Matthew." He bolted upright in the chair, dreading and yet longing to hear the sultry voice. "Silly boy. Did you think I would leave you to these humans?" The wall shimmered, and then vanished to reveal the goddess standing in swirling mist. Her human form was superimposed over the image of a magnificent mare, like a double-exposure. "You shouldn't have run, Matthew. You could have joined my stables and stayed with your freinds."

Even as she spoke, a massive black bull appeared next to her, joined by a lion, and finally the goat-like satyr. They stared at him with detached curioisity, and perhaps a trace of sadness.

Circe moved closer. "They're still the boys you knew, Matthew. Just a little different on the outside. But you left, so you must become a horse in all ways." She held out her hand, but Matthew's eyes saw a massive hoof. "I deal with several very nice breeding operations, any of which will love to have such a fine young stallion."

Fear and confusion filled his mind, yet he was unable to move as the woman/mare approached him. She pressed her lips/muzzle against his, and he felt his face push further outwards into a snout. Thoughts became thick, memories of school and family changing to pastures and herds. Desperate, he struggled against the loss, aware that he was already on four hooves. And now he couldn't quite remember what it was that he was fighting against. A single tear formed as the last trace of humanity faded, only to trickle unnoticed down the cheek of a stallion.