AN: Thanks to anyone and everyone reading, I know this story is a little out there, but I hope you like it. And another thanks to those leaving comments and to those who leave suggestions as to what they want to see next. Your suggestions are not in this chapter, but I heard them and am writing them in! Meanwhile, keep talking to me, tell me if you have characters or things you wanted added to this story and I'll do my best to include them!

Thank you.

Kurt was shivering head to toe even though his skin was flushed pink and too warm. He followed someone through the back room to a door adjacent to it, but he was so out of it he didn't even remember if it was Sebastian, Baloo, or someone else leading him.

He found himself alone in a hotel room sized bedroom, it was low lit and had heavy drapes over the walls and a thick plum colored carpet. There was a soft emerald green chair, a side table, nightstands, and a gold four-post bed with a deep blue plush comforter over it. Everything about the room screamed decadence and indulgence.

Kurt tried to swallow, but his throat was so dry it was difficult. There was no one in the room and Kurt guessed he was meant to wait for whoever had just paid for him. He looked around again wondering if he should sit in the chair… or on the bed.

His eyes landed on a crystal pitcher on the side table with a pair of matching glasses. There was a metal box on the table as well, but Kurt was more interested in wetting his dry throat then finding out what was in the box. He poured himself a glass, maybe he wasn't supposed to but his nerves were going to get the best of him. He felt jittery and light headed and at least something to drink would help his tight throat.

He'd only taken a sip before the door to the room opened again. He was standing near the bed and he leaned the back of his legs against it for support. A man walked in, wearing a simple but stylish blue button up shirt and tailored pants. He wasn't much taller than Kurt, and only a little broader. He had salt and pepper hair, black-rimmed glasses, and skin that was a little over tanned. He caught sight of Kurt and a smile lit up his face.

"Hello." The man said shutting the door behind him.

As it clicked closed Kurt dropped to the bed, sitting on the edge with his hands clasped and trembling around his glass. His breathing quick and his body on display, suddenly his black leather shorts seemed to cover even less of him, but that was probably because this man was looking at him so intently.

"God, you're even more attractive up close." The man crossed the room and Kurt couldn't help but lean away from him. He caught himself and stopped, but it was too late his client had already noticed. "Yeah, they mentioned this was your first night here." The man smiled again and held out a hand. "I'm Walter, and there's no reason to be scared of me."

Kurt blinked a few times and swallowed deeply before reaching out to shake the man's… Walter's hand. "I'm… Kurt." He voice was scratchy and he felt like an idiot, he was scared but he didn't want to be.

It was sex. And the Carousel may let some damn kinky stuff happen, but they weren't going to let anything truly terrible take place. Kurt was here to make them money after all. The fact that his trepidation may sour his first client's time made Kurt even more worried. What if he couldn't do this? What if the Carousel fired him? Then his dreams of NYADA were over for good.

He had to get a grip.

Walter was watching him closely, probably wondering if Kurt was going to pass out.

"Sorry," Kurt said clearing his throat. "Just a little stage fright."

Walter laughed and shook his head. "You're adorable." He walked to the side table and poured himself a glass of water. "I should have ordered us something." He said taking a sip. He a pressed a button on the table, Kurt hadn't even noticed the intercom, "Could we get some iced champagne?" He looked at Kurt, "Do you like champagne?"

Kurt nodded.

"You know the kind I like," Walter said letting go of the button. He fixed his gaze on Kurt and moved towards the bed sitting down next to him.

Kurt did everything he could not to flinch as he took another sip of water and tried to think of anything to say or do. If he was meant to be playful or seductive he was failing miserably. It didn't help that he felt ridiculously exposed sitting here with hardly anything on, and leather bondage gear, while Walter was still fully dressed.

"Here," Walter reached out for one of Kurt's hands taking his glass and setting in on a nightstand. "Let's get rid of these." He unfastened one of Kurt's leather cuffs and lightly kissed his wrist, the feel of Walter's lips against his skin made Kurt shiver. Walter did the same to the other wrist, placing the cuff on the lampstand. "No need for those. I promise we aren't in for that kind of fun tonight. I just want to spend some time with someone so…" He looked into Kurt's eyes and tilted Kurt's chin up with a finger, "Someone so deliciously beautiful."

Kurt licked his lips and nodded. He knew full well what Walter meant by "spend some time with" still it seemed like Walter wasn't looking for anything out of the ordinary. Kurt thought back to the long and terrifying list of things he had to be willing to do that was included in his contract. Yeah, if he didn't have to start with anything too extreme that would help. He began to relax a little, as much as he could considering he was about to have sex with a total stranger.

There was a gentle tap at the door and Walter got up from the bed to open it. He spoke quietly to whoever was there and Kurt watched as he slipped a tip from his pocket to the person's hand. Walter was actually rather handsome if not a little too old for him. Okay, a lot too old for him, he was probably older than Kurt's father. Oh god don't think about dad right now, he would be so ashamed.

Still, Walter was in good shape and seemed mild-mannered, Kurt could do a lot worse for his first time. Walter wheeled in a champagne cart and popped the cork, he was pouring two glasses when Kurt stood up from the bed determined to quell his fears, or at least test his acting skill by pretending he wasn't afraid. He walked up to Walter who handed him a champagne flute.

"Thank you."

"My pleasure, I hope you aren't disappointed in your first pairing," Walter said taking a sip, "I outbid another gentleman who would have been closer to your age and may have been more appealing to you?"

"No," Kurt shook his head a smiled the best he could, "I'm not disappointed." Kurt took a sip of champagne, and then another longer one. He licked his lips clean and noticed Walter watching him intently. "I'm glad it was you." It was the truth too, Walter was making this easier for him and Kurt appreciated that.

Kurt quickly gulped down his champagne, which made Walter laugh, and then walked back to the bed sitting down and patting next to himself.

Walter placed his glass down, taking off his glasses and grabbing the metal box then started to unbutton his shirt. Kurt's stomach lurched, but he felt like he was able to keep his expression calm. Walter kicked off his shoes and socks on the way and by the time he was kneeling next to Kurt on the bed he only had his pants on. He placed the box on the nightstand and moved closer to Kurt's body.

He was leaning in so that his face only a few inches from Kurt's, "God, you're nearly perfect aren't you?" He reached for the front of the harness Kurt was wearing and used it to pull Kurt in until their lips met.

Kurt's body stiffened, surprised at Walter's sudden move, but he forced himself to try and relax. His eyes closed as Walter angled is head and opened his mouth kissing Kurt deeply. He tasted like toothpaste and champagne and Kurt did the best he could to kiss him back. Pretending he was in a play and just needed to act this out. Maybe there wouldn't be quite so much tongue in a play… but pretending he was an actor and this was a scene was helping him get through it.

Walter moaned into the kiss and pushed Kurt down on the bed before straddling him. Kurt had hoped with how amiable and easy-going Walter had started out as they would get to build up to what was coming, but Walter seemed eager now. Mouth moving against Kurt's and he heard the zip of Walter's pants as he worked them off.

Kurt reached out to hold Walter's shoulders, for some kind of anchor more than anything else and kept his eyes closed until he felt the warm, smooth skin of Walter's obvious erection press against his stomach.

Kurt gasped and opened his eyes breaking the kiss.

"You like that?" Walter asked with a grin, slowly grinding his naked cock against Kurt.

Kurt nodded, even though it wasn't really true. Kurt wasn't a prude. He liked sex. A lot. But he'd had a single one-night-stand in his whole life and besides that had only ever had sex with boyfriends, the two of them he'd had. This… having sex with someone he'd just met and didn't know at all was totally new for him. He wasn't really enjoying it so far - but it was important that Walter didn't pick up on that.

"Yes…" Kurt said. "I like it." His voice was breathy and short and he hoped Walter took it as desire and not for the apprehension it really was.

If Walter's wide pupils and happy grin were any indication he seemed to be fine with how Kurt was behaving.

"Here," Walter rolled to his side and leaned on one arm. "Let's get rid of this." He hooked a thumb under Kurt's black shorts and Kurt shivered. Walter placed a kiss to his chest right next to one of the leather straps of his harness, "We'll keep that though. You are so hot in it."

Without any other warning, Walter took hold of Kurt's shorts and slipped them down past his cock, but not all the way off because they were caught between Kurt's ass and the bed. Kurt wasn't aware enough to realize he needed to lift himself up, he was still a little in shock at being on display for Walter's roving eyes. Cool air on his cock and Walter's heady gaze made a shudder work down Kurt's body.

Kurt thought back to what Marley had said about Baloo, that he wouldn't be the only one to look at Kurt this way. She was right, Walter was staring at him like he was hungry and Kurt was on the menu.

"Lift your hips?" Walter said and his voice that sounded rough.

Kurt did as he was told and his shorts were slipped off and tossed away in one quick movement. Kurt was left lying on the bed with nothing on but a black leather harness over his pale chest. Walter was also completely naked, but Kurt wasn't really looking, it helped him to keep this at a distance in his mind if he didn't take it all in.

Walter for his part was thoroughly enjoying the show. "You aren't a disappointment at all, now are you?"

He circled a hand around Kurt's ankle and then moved it up slowly stopping briefly on Kurt's thigh, presumedly feeling Kurt's muscles tremble under his touch.

Walter watched his hand as it moved again slipping between Kurt's inner thigh and his cock, which was still completely limp, Walter reached out his thumb to gently stroked the soft skin of Kurt's shaft which made Kurt shudder even harder. Walter seemed to like that. Finally, he cupped Kurt's cock and leaned up to hover over Kurt kissing him again as he messaged Kurt's balls.

Kurt whimpered into the kiss, but it was less from excitement and more from uneasiness. He wanted to be able to enjoy this, or at least not think about it, but he couldn't. At this point, he just wanted it over. He just needed to make his client happy if he was going to make money at the Carousel and get more clients in the future.

After a few minutes of kissing, so much so that Kurt' jaw was a little sore and his lips a little numb, Walter sighed and pulled up. He was beaming and the fact that Kurt wasn't really getting hard in his hand didn't seem to bother him. "Ready for more?" Walter asked, but he didn't seem to really need an answer. He leaned over to the metal box on the nightstand and pulled out a small bottle of lube.

Kurt's whole body tensed and he again felt sick to his stomach. Walter noticed his reaction this time and looked at him with a raised eyebrow. "This is the main attraction you know."

"Yes, yes. Of course." Kurt tried smiling again. He let out a long breath and then bit his lip hoping he looked coy. "Do you want to do the honors or should I?"

That brought another pleased laugh out of Walter. "I want to. I really, really want to."

Kurt nodded and moved to roll over to his stomach, but Walter stopped him, his hand moving from Kurt's cock to his side. "No. Stay like that. Will you bend your knees up and then spread them apart?"

Kurt was really hoping he be able to get through this next part by burying his face in arms while looking at nothing but the mattress, but Walter seemed to have other ideas. It took Kurt a moment to compute what Walter had told him to do, but eventually, he slowly bent his legs, knees up and feet flat on the bed, and then spread them apart, putting himself on full display in a way that left him feeling helpless and unprotected.

"So perfect." Walter murmured and grabbed a pillow sliding it under Kurt's ass to lift it a little. He then opened the bottle of lube and squirted some out on his fingers. Kurt shut his eyes tightly, to keep out of the sight of what was happening as much as to keep himself from shedding any tears. He doubted Walter wanted to see him cry.

Soon Kurt felt the tip of a slick finger against the edge of his hole. It circled for a moment before shallowly dipping in and out. Walter did this a few times, his free hand gently smoothing up and down Kurt's trembling abdomen. "It's okay," Walter said softly as if talking to a frightened animal. "You're going to be fine."

Kurt started counting backward from one hundred in his head and could slowly feel his body start to relax. That seemed to signal Walter to press his finger in more deeply. Kurt was able to take it without much trouble, so after a moment or two of this Walter slipped it out and then added a second finger.

Kurt drew in a sharp breath. The stretch wasn't anything he hadn't felt before, but this was the first time he'd gone through this without even the least bit of arousal or sexual attraction. It made things difficult and he had to continually force his body to relax, for his sake as much as for Walter's, because if he couldn't get himself under control this was going to hurt.

Kurt was pleased to find that if he could detach his mind even a little from what was going on he was able to relax enough for Walter to eventually add a third finger and start pumping in and out, slowly stretching Kurt open. Kurt's breath was becoming heavy and his skin felt hot and prickly.

Walter let out a low moan and Kurt blinked his eyes open to look up at him. There was sweat on his tanned brow and his eyes were dark and intense. "I'm going to need to be inside you soon. Are you good?"

Kurt nodded, "Yes."

He wasn't sure he was ready, but the sooner they moved on to the next part the sooner this would be over.

Walter slowly slipped his fingers out of Kurt which caused Kurt to tilt his head back and let out a moan. Sure, he wasn't really into this, but that didn't mean he did feel everything Walter was doing to him. Walter's breathing grew heavy as he looked at Kurt with am infatuated expression. He seemed to like it when Kurt was vocal. He'd try to keep that up, this was about pleasing Walter after all. Plus, if he did well maybe Walter would ask for him again. Kurt liked the idea of having a few regulars and not having to learn to do this with someone new every night.

Walter was kissing him again now and Kurt kissed back reaching out to hold the back of Walter's head.

"You're learning the ropes fast." Walter murmured against Kurt's lips.

Kurt kissed him deeply before pulling back, "I have a good teacher."

Walter chuckled and lifted himself up, reaching again for the bottle of lube and Kurt thought over and over to himself. Relax, relax, relax!

Kurt watched as Walter lubed himself up, Kurt felt as if he was watching from a distance, he couldn't connect what he was seeing with what was about to happen. But it was going to happen.

Walter knelt between Kurt's knees with a plam on each and spread them wider apart. Kurt closed his eyes but Walter whispered, "Would you mind keeping them open? They are so lovely." And Kurt fluttered his eyes open again watching Walter, but trying not to focus on his actions. It didn't work very well.

Walter moved so that he was lined up with Kurt's ass, still lifted a bit from the pillow. "Ready?" He asked, but Kurt felt the tip of Walter's erection pressing in before he had a chance to answer so he just took a deep breath and nodded.

One of Walter's hands moved to hold Kurt's waist as he leaned forward and, thankfully, slowly continued to press in. It was only through pure strength of will that Kurt didn't tighten, he let his eyes grow fuzzy but he kept them trained on Walter's face and allowed him to press in.

Walter's cock was of average length, but thick and it felt weird to have him inside, foreign and a little overwhelming. Kurt could feel his own body quaking, his ass lifting up and down slightly, Walter groaned at the movements.

Soon, Walter eased back and then in again slowly pumping back and forth and Kurt found himself letting out little sighs and whimpers in pace with Walter's movements - it wasn't on purpose at first, but once he realized he was doing it he kept it up. Again, if Walter's enthusiasm was any sign he liked Kurt's sounds.

Walter was picking up speed now, one hand gripping Kurt's side the other pressing down on his knee so that it was almost touching the bed. It was very uncomfortable, he legs bent and stretched, his cock on full display, but he didn't want to say anything that would break Walter's concentration or enjoyment. Just get it over with was the main thought in Kurt's head.

It was Walter who eventually stilled and looked Kurt in the eye, "Wrap… your legs around… me?" He grunted out.

Every instruction Walter gave was in the form of a question, but Kurt knew that was just courtesy, he didn't really have much choice. Kurt lifted his legs and wrapped them around Walter's waist, hooking his ankles together behind him. Luckily, this was a better position for both of them and as Walter began thrusting again Kurt was relieved to find that this felt so much better than before.

"Tell me… how it feels." Was Walter's next request, he was leaning over Kurt now, hands gripping as he pounded into him with grunts and moans. Kurt was sweating and hot, his muscles clenched around Walter and his breathing irregular. How did it feel? Weird, intrusive, wrong.

"Good." Kurt panted, "It feels… so good." Kurt's hands were clinging to Walter's arms as he continued to thrust into him. Walter was in great shape for his age, but Kurt was still surprised by how forceful his movements had become. "You make. Me feel. So full." Kurt stuttered out with each jog of his body. He hoped his words might speed this process up. Then Walter moved up a little and his aim shifted and hit inside Kurt at just the right place. "Oh shit!" Kurt shouted.

Walter looked at him and laughed happily. "That's the spot is it?"

"Yes," Kurt clenched his eyes closed for a moment, "That's…" He couldn't even finish his sentence his breathing was so ragged. He honestly didn't know how to feel, in most ways he wasn't particularly enjoying this, but parts of his body didn't seem to understand that. And as Walter continued rhythmically and earnestly fucking him Kurt could feel himself start to get hard.

Walter seemed to be thoroughly enjoying himself, but his energy was also waning - his thrust irregular and his breath hitched - and he still hadn't cum. Kurt may not know much about what he was doing, but he knew that if his client didn't finish Kurt had failed.

Kurt took a deep breath and looked directly in Walter's eyes, "Come on baby. That feels so good. Harder, baby." If Kurt's face wasn't already completely flushed he would have blushed at his own words. He sounded like a bad porno. He had to pretend his words were lines in a script, it helped Kurt mentally disengage a little if he could play a character.

Walter seemed to get his second wind at Kurt's encouragement, he moved harder and a little more deliberately causing Kurt to involuntarily cry out a few more times before Walter was groaning low and deep and Kurt could feel him cumming inside of him, warm and invasive.

Kurt just held on to his arms, panting and waiting for him to come down. With a ragged chuckle, Walter eventually pulled out and rolled over to his back, rubbing a hand through his graying hair and smiling up to the ceiling. Kurt hadn't come, he never got past half-hard and was now feeling a little uncomfortable, but that didn't matter to him. He'd done it. He'd gotten through his first time. Kurt turned to his side, holding back a hiss at the slight pain in his ass, and propped his head up on his hand looking down at Walter.

"Did you enjoy yourself?" Kurt asked his voice shaking a little.

In answer Walter just reached for Kurt's halter, pulling him down into a messy kiss. "You're good at this, kid." He said letting go of Kurt and yawning. "I bet you'll just get better too."

Kurt smiled and watched as with renewed energy Walter sat up stretching and then hopped out of bed. Kurt glanced away, not looking at him as he stood fully nude cleaning himself up with wet wipes also found in the metal box.

"Kurt?" Walter called after a moment and Kurt glanced back at him to find him pulling his pants on.

"Yes?" Kurt sat up, reaching for a blanket at the end of the bed and pulling it up to his waist. He still wasn't use to being naked around someone he didn't really know. Even if that someone had just cum inside of him. He felt small and used and he really wanted a shower.

"If I hired you again, would you like that?"

"Yes. Please." Kurt's eagerness wasn't even a facade. While Kurt wasn't really looking forward to the next few months of doing this, at least Walter was easy to please and sex with him was straightforward.

"Good." Walter said buttoning up his shirt and then leaning over the bed to give Kurt another kiss, "Got to get home to the wife, but I'll see you again soon." With that, Walter strode out the door with a spring to his step.

Kurt sat in bed stunned and a little queasy. Walter was married. Kurt shook his head. He was sure most clients here were hiding this from their real lives, still, Kurt hated the thought of being part it.

Mostly Kurt felt… relieved, if not a little dirty. He'd made his first client happy. He was going to be able to do this. He bit his lip and got up from the bed, his muscles a little sore and his heart a little raw.

He took some time cleaning himself up before slipping his shorts back on. He wished he had a robe or something more substantial to wear. He was just wondering what he was supposed to do next when there was a sharp knock on the door and it opened quickly.

Another black clothed stranger stood at the door as if waiting for Kurt.

"Hello." Kurt greeted feeling jittery and wanting this evening to just be over already.

The man nodded, "Follow me."

Kurt did as he was told, his arms wrapped around his chest in a futile bid for some modesty. He was lead to a locker room and shown a locker that read "Kurt H." there was a robe inside and the shower toiletries he'd packed. That meant someone had been through his things. That was not okay. He didn't say anything about it though, too grateful to have his own shampoo and moisturizer to complain.

"I'll be in the hall." His brusque guide announced and left.

There was a large open shower area and one person already there. A locker room was a typical place to be without your clothing, but even in high school Kurt had never showered when other people did. Being the only out gay kid in school it was more than just modesty, it was for his protection.

He knew he was just going to have to get used to it here and the young man didn't seem to mind. He was handsome, with dark skin and short shaved hair and was scrubbing up while humming under his breath. Kurt recognized him as one of the other young men on display earlier that evening.

He nodded at Kurt but didn't say anything so Kurt smiled, and then slipped off his shorts and the leather harness and tried to pretend he was alone as he went through his cleaning regime. Kurt purposefully cleared his mind as he washed cum off his body. The young man near him shut off his water and started to dry himself with a big towel when something about him caught Kurt's eye. There were long painful looking welts all down his back. They were fresh too.

"Oh my god." Kurt gasped, "Are you okay?"

The man looked at him confused for a moment before craning his neck to glance at his own back. "Oh, you really are new aren't you? Don't worry, I'm fine. He's gone harder on me than this before."

Kurt stared at him blankly. "He… who? Who… did that to you?"

"Just one of my regulars."

"I…" Kurt felt like he was going to throw up. "Do you need anything? Can I help in some way?" Kurt's natural instinct to take care of people pushed aside his horror at what he was seeing and hearing.

The man chuckled, "I'm okay. Really. If I need anything my shadow will help."

Kurt had no idea what that meant and realized he was still standing gawking as shampoo started dripping down his face. He stepped back into the stream of the shower to rinse it off.

"I'm David by the way."

"Kurt."

"Sorry, I didn't greet you when you came in, but some ponies don't like to talk… after… so I didn't want to bother you. Plus, I know the first night is hard."

"Yeah," Kurt said stepping out from the water and grabbing a towel for himself, hardly able to pull his eyes away from the bruises on David's skin. "I think I'm still processing.

David nodded solemnly, "It usually hits you in the middle of the night when you're alone and tired. Try not to let it get the best of you. Things always feel better in the morning."

Kurt nodded again, his throat tight, he felt like he was going to cry.

David went to his locker pulling on a robe and then headed towards the hall. "See you later."

Kurt was left alone again to dry off, do his moisturizing routine, and wrap himself in his own robe. That man, David, had been whipped or something this evening and he shrugged it off as if it were nothing. Kurt shivered, he didn't know if it was a good thing or not to be so immune to it.

Back in the hall, the man in black was waiting for him… like a shadow and Kurt realized that must have been what David was referring too. All these silent people fading into the background but ready to assist when needed. They must be called shadows. Kurt knew he should probably introduce himself, but he was just too tired. Instead, he silently followed his shadow to the room he'd be living out of for the next several months.

The man left without as much as a "goodnight", the door shut behind him and Kurt found himself alone in a small but comfortably furnished room. He found his own clothes in the dresser and closet, and slipping into his own pajamas was the most comforting feeling in the world.

Kurt tucked himself into bed pulling the covers up to his chin, he couldn't stop shivering even though it wasn't cold. His whole body was exhausted, he felt as heavy a lead. And he was suddenly hungry, but too tired to focus on it. He fell into a fitful sleep with images of bruise covered backs and the memory Walter's moaning swimming in his mind.