> Star Struck 2: All In
>  by dirty little secret
> --------------------------------------------------------------------------

> Chapter 1 - Movie Night
> --------------------------------------------------------------------------

‘Golden Horseshoe Hotel, Room 212, Saturday night. Bring your friends.’

The note had been signed with exactly five hoofprints. This Saturday happened to be the day that the band One Trick had come to Ponyville for a concert, just like they’d said they would the last time she was with them. And that was all Scootaloo needed in order to know who had sent that note ... if the three included tickets hadn't already given it away.

And the last time had been amazing.

This time there wouldn’t be any backstage passes or awkwardness. They knew who she was, and she knew them. And everypony knew what they were going to do together. Well, everypony except maybe Sweetie Belle and Apple Bloom knew what they were going to do together. 

She led her two fellow crusaders down the hallway, looking at each door as they passed. Finally she found the right room number. Pointing at the door, she proudly proclaimed, “This is it!”

Sweetie Belle eyed the door warily. “Um… Are you sure about this, Scootaloo?”

“Come on!” Scootaloo said, rolling her eyes. “Don’t you want to meet ‘em?” She knew Sweetie Belle had been enthusiastic enough during the concert – she’d squealed practically non-stop. Was she getting cold hooves already?

“Of course, I do!” Sweetie Belle declared, her voice squeaking a little. “It’s just…”

At least Apple Bloom had the right idea. She leaned a hoof over Sweetie Belle’s back. “Aw, come on now, don’t be scared. Scootaloo says they’re great. Right, Scoots?”

“The last time I hung out with them, it was the best day of my life!” Hopefully this time would be too … though it was hard to tell. What if having Apple Bloom and Sweetie Belle there changed everything? Last time had been special, more than special. What if this time, they were just fans? What if it ended up being just a meet and greet kind of thing? Would she sneak back after the other girls left? Her previous confidence began to melt a little.

Apple Bloom nodded. “See? Now just go right on up there and knock on that door, Sweetie Belle.”

“What? Why do I have to knock?” Sweetie Belle went even paler than usual.

“Well, uh, you’re the closest, ain’t ya?”

“No I’m not! Scootaloo’s the closest!”

“Girls, girls!” Scootaloo held her hooves up. Wow, these two were really worked up, weren’t they? “Come on. Don’t be nervous.”

“We’re not nervous!” the two of them said in unison.

Scootaloo gave them a skeptical look, shrugged, then she turned toward the door. “Ok, fine, I’ll knock.”

Her hoof hesitated just a moment before hitting the door, barely enough to be noticeable. She hoped the other two wouldn’t notice. She couldn’t let on that she was a little bit nervous, not after telling them not to be. Thankfully, she actually was able to force herself to knock fast enough that nopony could call her out for being nervous herself.

She still wasn’t fast enough, though. The door opened before her hoof hit it.

It was Steel Crescent, his grey and silver colors unmistakable. He looked down at the three of them, blinking for a moment in surprise. “Uh, guys… She’s already here.”

For a moment, Scootaloo just stood there with her hoof raised and her jaw dropped. Oh my gosh oh my gosh oh my gosh! This was really happening. Again! Some pessimistic part of her had expected it to be a mean joke or some kind of mistake. But this was really Steel Crescent, right there in front of her again. One Trick was really here, and they knew she was coming. And they wanted her here! Oh my gosh oh my gosh!

“I told you we should have picked it up on the way!” some voice said from inside. It sounded kind of like Flash Fire.

It was actually Sweetie Belle’s ear-splitting squeal that snapped Scootaloo out of it. “It’s him!” she shrieked. “It’s really him!”

Steel Crescent rubbed his ear, backing a little bit into the doorway and staring at Sweetie Belle. “Is, um… Is she gonna be okay?”

Quick! Scootaloo knew she had to do something to salvage the situation. And now that Steel Crescent had backed up a little bit, maybe she had just enough space to pull it off… She darted a little forward and oh-so-casually leaned up against the doorframe. “Yeah, she’s cool. I mean, uh, we’re cool. Yeah. Cool.” Pretty smooth. Could have gone better, but Scootaloo still had to give herself at least a seven out of ten on the smoothness factor. It helped that Sweetie Belle had finally stopped squealing.

“She’s just a bit excited is all,” Apple Bloom said, wrapping an affectionate hoof around Sweetie Belle’s neck in a way that might have just been a way to restrain her more than anything. “Just needs to let it out once, don’t ya?” She gave Sweetie Belle a little shake. “Don’t ya?”

Sweetie Belle nodded fervently. “Um, yeah. No more squealing, I promise!”

A sly grin came to Steel Crescent’s face. “Well, maybe she’ll squeal again a little bit later…” He finished that with a wink at Scootaloo.

Scootaloo’s jaw dropped again, despite the ‘cool’ demeanor she was trying to put on. Had he just implied what she thought he was implying?

Apple Bloom obviously hadn’t picked up on the subtext, though. “No siree,” she said. “No more squealin’ out of this little filly. One and she’s done!” She shook Sweetie Belle again until the teenage filly rattled. “Ain’t that right?”

It took a few moments for Steel Crescent to respond. Oh no! Were her friends weirding him out? But he finally shook himself out of it with a shrug. “Sure, uh, I guess you’d better come on inside and meet the guys, right?”

“Well, they need to.” Scootaloo pointed at Apple Bloom and Sweetie Belle. “I’ve already met everypony.” Oh yeah, now that was keeping in control of the situation and keeping things smooth!

Steel Crescent just gave her a piercing look, though, accompanied by a knowing little smile. The way he looked right through her made her think back to that last time – his thick cock filling her mouth, pumping in cum. She hoped nopony saw how flushed she was getting all the sudden. Thankfully, he didn’t seem to notice, or if he did, he didn’t let on. Instead, he waved them in. “Come on, come on. Everypony’s already here.”

Scootaloo only had a moment to wonder how that had been arranged. After all, she and the other Crusaders had come straight here after the concert. Didn’t One Trick have things to do after the concert was over? How’d they get here faster? It wasn’t like the Golden Horseshoes Hotel was even all that close to the Town Square where they’d done their outdoors concert – Ponyville didn’t have anywhere else big enough. Were they really just that much faster?

Whatever. Didn’t matter. She had to hurry inside or she’d be the last one in.

The room was surprisingly big. Not that Scootaloo had ever had any reason to stay in this hotel before, but she’d had the idea that the Golden Horseshoes only had cozy little rooms. Apparently not, though. This room was nice and big, with a huge multi-part couch wrapped around a screen on one side, a little bar on the other side, and a few doors leading off of it that suggested it was a whole suite of rooms, not just one.

None of that mattered compared to who was in the room, of course. They were all here – all of them! Moody Blues with his blue forehooves stretched out on the couch behind him. Static Impulse lounging at the other end of the couch, smiling back at her as he ran his hoof through his neon lemon-lime mane. The memory of those two helping Star fill all three of her holes made her fur stand on end in a sudden little shudder. Flash Fire taking up almost a whole couch cushion with his big orange body, smiling at her as if he, too, was remembering how he'd given her the very first orgasm of her life. And most importantly of all, Star Shooter.

There he was, right there in the middle of the couch. Scootaloo’s mouth went dry. A certain something else went distinctly wet. Star Shooter, the lead singer of the hottest band in Equestria, and he was looking at her, smiling at her! And not with the kind of smile Static Impulse had given. Not looking at her like some cute filly to fuck. He actually looked like he was glad to see her. Her, not just any filly to fool around with. Scootaloo’s heart skipped a little bit. Wait, did he actually like her? For real? No, it couldn’t be. No way. He was Star Shooter! There was no way he liked some fanfilly from little old Ponyville. No, she must have been just reading into it, taking way more than she should have from just a friendly smile.

Still, though, she rushed straight to the couch and planted herself right next to him. There was no way she was letting Sweetie Belle or Apple Bloom take that from her. This was hers. She felt like she’d earned it by being brave the first time, and now Star’s smile had only confirmed it. She sat close, almost touching him, but not quite. She didn’t quite dare to do that yet.

“Scootaloo!” Star said. “Great to see you again. And these are your friends?”

“Uh-huh. This is Apple Bloom, and she’s—”

Sweetie Belle had her mouth clamped closed, but that wasn’t quite enough to stop the squealing noise that came from deep inside her. “It’s really them! They’re all here!”

“Um, yeah, Scootaloo already told us they’d be here.” Apple Bloom did her best to restrain Sweetie Belle. She was only partly successful.

Scootaloo groaned and tried to use her forehoof to hide the blush she could feel growing on her face. “And the loud one is Sweetie Belle.” Had bringing her friends along been a mistake? What if the band got tired of Sweetie Belle’s fangirl squealing and decided to kick all three of them out? Scootaloo couldn’t blame them if they did – Sweetie Belle could be a lot to handle sometimes. And then any chance she might have had with any of them – or with Star Shooter in particular – would be completely gone.

“Well come on,” Star said, waving the other two Crusaders over to the couch. “Make yourselves at home. Can we get you anything?” He paused for a moment. “Oh, and this is Steel Crescent, this is Moody—”

“Moody Blues! And Static Impulse!” Sweetie Belle zipped from one band member to another. “And Fla—”

Apple Bloom caught up to her and restrained her again. “And Flash Fire. Yeah, um … we kinda know y’all. Got a poster up in our clubhouse and everything.”

Thankfully, Star seemed to enjoy that. He laughed a little – close enough for Scootaloo to feel it as well as hear it – and he waved the other two over again. “Yeah, I guess we should have figured that, huh?”

“Come on, let’s get started,” Flash Fire said. “If we keep sitting around and chatting, it’s going to be midnight before the movie’s over. And then what if there’s no time for, uh...”

Steel Crescent came over and claimed his own spot on the couch. “Easy now, Flash. We don’t really know yet if they even want to.”

“Want to watch a movie with the best band ever?” Apple Bloom laughed. “You bet I do!” She hopped up onto the couch, claiming a spot between Steel Crescent and Static Impulse. With the biggest, happiest grin any Apple pony had ever shown, she snuggled up between the two of them, making herself super comfy and warm. “So which movie do y’all have?”

Before anypony could respond, Sweetie Belle claimed her own spot on the couch, sandwiched between Flash Fire and Moody Blues. Flash Fire actually scooched a bit closer to her; Moody just rubbed her mane and laughed a little.

It was Steel Crescent who actually answered Apple Bloom’s question. “Well, I was going to go rent something more recent … and maybe something that fillies would enjoy more … but I kind of ran into the three of you on my way out, so…”

“So the only movie we’ve got is Power Ponies: Endgame,” Star finished for him. “I know it’s been out for a while and you’ve probably already seen it before us, so if we want to wait for Steel to go out and find something else, we could.”

“Y’all still haven’t seen it?” Apple Bloom said incredulously. “It’s been out for almost a year already! Everypony’s been talkin’ about it.”

“I haven’t seen it,” Sweetie Belle volunteered cheerfully.

Who cared what movie was on? Scootaloo felt like she could scream, even though she didn’t dare. The important part was that they were hanging out with One Trick! “Yeah, um, I haven’t watched it either,” she said, hoping to get that little discussion out of the way. Of course it was a lie – she’d seen it in the theater right when it came out, even though Sweetie Belle hadn’t wanted to and Apple Bloom was too busy with her chores. Had Apple Bloom ever seen it since then? Probably. She wasn’t sure. But none of this was about which stupid movie was playing – it was about who they were watching it with … and what they might do with each other after the movie was over. The sooner they got to that part, the happier Scootaloo would be.

Unfortunately, nopony seemed to be in quite as much of a hurry as her. Moody Blues laughed a little. “Yeah, we get so busy with touring and practice and everything that we don’t get out to the theaters very much. We’re pretty far behind.”

“Are you three alright with watching a movie that old with us?” Steel Crescent asked. “I could still go pick up something else.”

“We’re fine, we’re fine!” Scootaloo blurted out maybe a little bit too insistently. “Can’t wait to watch it! It’s an awesome movie, especially the big fight at the end!” Wait – had she just given away that she’d seen it before?

“Alright.” Steel Crescent got up to start the movie.

But just as he did, Flash Fire called out, “Hey, does anypony else want snacks?”

“Ooh! Yeah!” Static said. “And drinks!”

Then came a flurry of “Popcorn!” “Do we have Gummy Bugbears?” “I could go for some chips,” and a particularly irksome “Ooh, how about some ice cream?” from Sweetie Belle.

The clock might not have actually progressed all that long in the meantime, but to Scootaloo, it seemed like it took hours before everypony had gotten their snacks of choice. Of course, Sweetie Belle’s ice cream had taken the longest, since they’d had to call room service for it. And since the Golden Horseshoes didn’t have ice cream, Star Shooter had given the room service pony an extra tip to go get some from the local shop…

Scootaloo shook her head. This was crazy. But at least it was finally over. Everypony had their favorite snacks now. She herself had chosen just to share some of Star Shooter’s popcorn. Not that she particularly liked popcorn, especially not when watching a movie – it was too crunchy and made the movie hard to hear sometimes – but she thought it wouldn't take any extra time, and it didn’t matter because she’d seen this movie before anyway. Not that her time savings had really mattered, of course. Everypony had to wait for Sweetie Belle’s silly ice cream anyway.

When the movie finally started its initial scene where the Power Ponies go out to track down Doctor Dastardly and force him to reverse his doomsday device, Scootaloo breathed a sigh of relief. She even ate a little bit of the popcorn. It wasn't bad – better than the stuff they usually had in the Ponyville theater. Finally, it was underway. And unless there was some huge interruption, there was now a very set and definite time she had to wait before the moment when things would get more … interesting with the best band in Equestria.

That was … if things were going to get more interesting. What if they really did just want to hang out? What if they were too nervous to try anything while Sweetie Belle and Apple Bloom were here? What if they didn’t actually like her that much the first time, and they weren’t even interested in getting another taste of her? They must have mares throwing themselves at them all the time – was she really all that special or better than any of them?

More and more plagued by those kinds of thoughts, Scootaloo didn’t eat much more of the popcorn. She fidgeted with the little bits of kernels stuck between her teeth, poking at them with her tongue as she worried more and more about whether this night would ever amount to more than watching a kind of old but good movie with some cool ponies.

It wasn’t until after all the popcorn was gone that she got her first little hint. The popcorn bag had been between her and Star, but as soon as it was empty, he put it aside and oh-so-smoothly slid up closer to her putting his big white wing over her in a way that just happened to hide a lot of her from the other ponies around them. His forehoof brushed over hers and quite casually – as if it was nothing – rested his hoof against her thigh.

That really wasn’t much, but it still sent such a thrill through Scootaloo’s body that she didn’t notice anything at all from the movie from that point onward. The part where Radiance pretends to be evil in order to team up with Doctor Dastardly’s misguided but ultimately redeemable daughter was the last part Scootaloo paid even the slightest bit of attention to.

She looked up at Star Shooter. He glanced down at her, just for a moment, and his hoof slid a little more up her thigh, just a little closer to her tiny filly teats.

Yes! Scootaloo sang inside, both body and mind. So he was still interested!

As the movie went into one of its quieter parts, Star actually slid his hoof all the way up until it brushed Scootaloo’s teats. “Is this okay?” he whispered.

Scootaloo didn’t trust her voice enough to stay quiet. The way she was feeling, if she let herself open her mouth, she might find herself suddenly moaning in pleasure or screaming for joy. But there were other ways to answer … better ways. She snuggled up to his side, reveling in the warmth of his fur, the firmness of his body, and placed her own forehoof on his thigh, scandalously close to his sheath and balls; she even spread her hind legs open a little bit for him, inviting him to venture his hoof a bit deeper, a bit farther.

He was blatantly touching her teats now, rubbing them, caressing them. She wasn’t far behind. Already, her hoof had brushed up against his sheath. It felt full and heavy with his cock just barely restrained from sliding out of it.

And maybe they weren’t the only ones ignoring the movie? Scootaloo caught hints of furtive whispers here and there between the Power Ponies’ dialog and explosions, coming from both sides, as if both Apple Bloom and Sweetie Belle were taking an opportunity to get to know the stallions sitting next to them a bit better. Huh. Maybe they weren’t as clueless about it as Scootaloo had thought. Or were they just talking about the movie?

Then again, she really doubted either of them had gotten nearly as far as she had with Star Shooter already. Star had his hoof deep between her legs now, rubbing her pussy while nopony was watching. Under the concealing protection of his wing, she was even more blatant than him, reaching down to lovingly rub his balls and his sheath. Oh, she’d missed this alright. She hadn’t had anypony since the last time. She hadn’t had anything except clopping herself silly to the memory of it. And now … now she needed this. Oh damn, his hoof felt good down there. She had to stifle her moans or the others would hear.

His self-control lapsed, and just the tip of his cock managed to slip out of his sheath. Scootaloo stared at it hungrily in the flickering light from the movie. She licked her lips. Did she dare lean down and let him put it in her mouth? Being covered by his wing wouldn’t hide that from the other ponies. Were they looking, or were they too distracted watching the movie? As her hoof traced little circles around the warm, springy-soft nub of his emerging tip, she began to lean downward...

“Hey,” Star Shooter whispered, almost in her ear.

She stopped moving, but still hefted his heavy round balls in her hoof a little bit. “Mmm?”

“I think we both know where this is going…” He traced his hoof up her pussy lips, then twirled it over her winking clit. “You wanna head to my room?”

Her hoof stopped moving, even though his didn’t. “N-Now? Before the movie’s over?”

“Why not?” He said, his soft sensual voice sending a shiver through her body.

Scootaloo glanced behind her, where Apple Bloom would be, even though she couldn’t see the other young mare between the two stallions. “But they’ll—”

“Who cares?” He bent down and nuzzled her behind her ear. “I...” For a moment he hesitated, but then he blurted it out quickly,  “I want you, Scootaloo.”

If she hadn’t already made a little wet stain on the couch, she sure did when she heard that. It felt like she was melting right down into the cushion.

“Come on,” he said, beginning to get up.

“Okay…” Scootaloo followed, half-dazed with fangirlish lust.

As they passed between the other ponies and the screen, Flash Fire said, “Bathroom break already? It’s not even halfway through.”

Scootaloo glanced at the screen. It was the middle of some big battle scene with all the power ponies at once versus Doctor Dastardly’s powered-up henchponies. She couldn't bring herself to care. It was nothing next to knowing what she and Star Shooter – the Star Shooter – were about to do together.

“Hey, where’re you goin’? It’s just gettin’ into the good part!”

Scootaloo froze when she heard Apple Bloom's voice. Despite everything, it felt like she’d just been busted and now she was in trouble.

“You want us to pause it?” Moody Blues asked. The knowing, casual tone in his voice suggested that he already knew the answer … and that he’d already guessed exactly what Star and Scootaloo were up to.

“Nah,” Star said. How did he manage to be so casual about it? “Don’t worry about it. We’ll catch up later.”

What did that even mean? Who cared? Some of the band members were still giving them knowing, envious looks, but at least Sweetie Belle and Apple Bloom seemed to take it at face value. They went right back to watching the movie as Scootaloo followed Star around the dimly lit suite to the door that led to his own bedroom. It only added to the thrill to think that somehow – impossibly – they were getting away with it without the other Crusaders suspecting anything. Cookies always tasted better if you had to sneak them out of the cookie jar to have one … and she was very ready to enjoy what she was about to sneak off to do.
> Chapter 2 - Heart to Heart
> --------------------------------------------------------------------------

Star Shooter closed his room’s door behind the two of them with a strange, nonsensical feeling of nervousness flushing through him. He shouldn’t have to feel this way. He wasn’t doing anything wrong, not really. Well, not anything that he hadn’t done before, and he hadn’t been as nervous last time. So what was the deal now?

Scootaloo looked back at him over her shoulder. She blushed, glanced away, then looked again. “You really want another taste of this, huh?”

He laughed a little, hoping it didn’t sound like a nervous laugh. “Oh yeah!” Honestly, he couldn’t deny that he did want a piece of her. She was small, tight, and lithe … so perky and playful-looking. It didn’t hurt that she’d lifted her tail to the side as she looked back at him, showing him a glimpse of the wet teenage filly pussy underneath.

Was that why he felt nervous? She was young. Younger than him … almost too young. Almost. Part of him wanted to know exactly how old she was, but another part of him got a thrill from not knowing for sure. Besides – she had her cutie mark. She’d had it for years. Some ponies might frown a bit at the age gap, but she was old enough to make her own decisions. And that was good enough for him.

“I feel so sneaky!” Scootaloo jumped onto the bed, standing on it with all four hooves and bouncing a little. “Do you think they know?” She asked quietly, almost worriedly.

Shaking his head and smiling, he came a little closer. “Uh… Yeah, I’m pretty sure at least some of them figured it out.”

Was that what was making his fur stand on end and his hooves tingle? It couldn’t be. Maybe they were fooling the other two girls, but the guys had to have known what he was up to. It’s not like they’d never invited fan-girls over to ‘hang out’ before. He shouldn’t be afraid of getting caught when his bandmates already knew … or at least should have known.

As he came up next to the bed, still not quite sure how to start, Scootaloo bounced over to the edge of the bed right in front of him. She teetered for a moment – he instinctively reached out to catch her – but she managed to settle herself with a buzz of her wings. Then she just grinned down at him as if she knew a secret that he didn't.

He wasn’t used to looking up at her. Even though she was almost a full-grown mare, she was still significantly shorter than him. He found himself leaning closer, mesmerised by her playful smile and adoring eyes.

And she moved the rest of the way, bringing them into a kiss.

Her muzzle was smaller and daintier than his. It felt so soft and delicate when their lips met. They touched just once, then separated before going for a much longer, deeper kiss. Scootaloo’s eyes drifted closed, and she moaned a little bit into his mouth. Then, just as they were about to pull apart again, she lunged forward. Both her forehooves left the bed, wrapping around behind Star’s neck instead. She held him tightly, not letting go until he finally gave in and let her tongue in between his lips.

That was when he lost all ability to control himself, feeling his cock start to grow to full mast. He kissed her deeply – very deeply – and reared up a little. That let him match her height better, and it freed up his hooves to explore her body in turn, caressing over her withers, her neck, her back. Everywhere, she was just so tight and firm, her toned muscles accentuating the curves under her orange fur. He felt like he could happily spend hours touching and stroking her body. And he could almost, just almost, reach far enough to trace the curve of her perky little rump. He traced his hoof along the curve of her back, just where it began to curve upward. He could feel the muscles there tensing a bit as her tail lifted.

When they finally separated from the kiss, they were both out of breath, just staring into each other’s eyes.

Scootaloo recovered more quickly. She licked her lips. “Mmm, you like it?” Looking over her shoulder at where his hooves still stroked along her flanks, she smiled and flicked her tail. “I think you do!”

He gave a meaningful glance behind her where her tail was flipped so high it was almost upside down over her back. “I think you like it too.” Before she could respond with another teasing quip, he pressed forward again, meeting their lips together in that soft, fiery embrace.

“Mm-hm!” she mumbled back against his lips, just before offering him her tongue again.

This time, there was no going back. Neither one of them was willing to back off in the slightest. Star just couldn’t get enough of these kisses. He pressed closer and closer, pulling her toward him with his hooves, just as she pulled him.

Their chests pressed together. Star could feel the beating of Scootaloo’s heart – it was pounding away like crazy! Or was that his own heart? Was she as nervous as he felt, or was the excitement and anticipation of the moment just getting to her that much? He really hoped she was enjoying it.

Soon, though, even that wasn’t enough. He took another step closer to the bed, raising himself completely upright, so close that Scootaloo had to stand almost upright herself in order to reach him, in order to be close to him.

And oh were they ever getting close! Their bellies touched now. Star could feel the small round warmth of her body, the brush of her soft fur – sleek near her chest, but fuzzier and softer down below. He felt the delicate plush skin around her teats against the tip of his cock.

Scootaloo must have felt it too. She moaned against his fervent lips and pressed herself against him all the more urgently. His cock slid up between the two of them.

At that point, though, it was too much. Scootaloo was already leaning well out beyond the edge of the bed. One of her hind hooves slipped off. Suddenly, instead of holding him close, she was clinging to him for support, in order to keep from falling down altogether. The unexpected pull threw Star off balance – he wasn’t prepared to stand on just two hooves without support, and Scootaloo’s weight pulled him forward. The kiss broke apart as they tumbled down onto the bed together, with him right on top of her.

For a moment, all they could do was laugh in relief that they hadn’t gotten hurt. But then Scootaloo smiled up at him, biting her lip slightly. “Wow, that was close…” She moved her body a little bit, grinding against his hard cock between them. “Really close.”

He panted for breath, amazed at this filly who could make quips when pressed beneath a stallion like that.

She lifted her head, nuzzling along his cheek close to his ear. “You gonna put it in now?” Oh Goddess she was so cute like that!

“Actually, um…” Aw, what the heck, why not go for it? It would be so fun to hear her squeal in surprise. “I have some unfinished business from last time.” He licked his lips, trying to give her a hint about what he had in mind.

It didn’t seem to get through, not right away. She looked up at him, confused.

But when he deliberately began to edge his way back toward the side of the bed, sliding down along her body, her eyes suddenly lit up. She looked down her belly at him with her lips open slightly in a silent gasp.

She wasn’t the only one enjoying it. Star ran his muzzle lightly through Scootaloo’s velvety belly fur, a tingling thrill running through him as he touched the long, sweeping curve of her, always moving just a bit closer to those naughty little teenage filly bits he probably ought to have no business being close to. But oh how close he was…

Her underbelly was so soft and sensual, her fur here even shorter and softer, fading tantalizingly toward bare skin, almost exactly the same orange color, but so smooth and supple. He moaned against her tiny filly-like teats. Touching them while everypony else watched the movie was one thing. Actually being able to nuzzle and kiss and lick them – that was something else entirely. For a long moment, he just enjoyed running his closed lips over the two little nubs of her nipples, the very slight bulge of teat around them, the barely perceptible – but so alluringly there – valley between the two.

Scootaloo giggled slightly. “Hey, that tickles!” Her hind legs curled around his back, holding him tightly in place.

Star ignored her protest – he had to! – he just had to have more of her. And from the way she gasped when he took one of her precious nipples into his mouth, she didn’t mind him doing it at all. Those little sounds she made were like music to him, like a siren’s song. It made him an addict, made him want more and more of her. He switched back and forth from one perfectly perky teat to the other, suckling and playing with her like he was a teenage colt again.

All the while, though, his mind was already starting to race toward something else. Something hot, and steamy-warm. He could feel the heat of her on his chest and neck. When she looked down at him and met his gaze, he could see the urgent need in her eyes, like she was ready to burn up on the spot if he didn’t do something to quench her fire.

Now it was time to show this inexperienced – well, inexperienced compared to himself, at least – young mare what a more experienced stallion could do for her. He made his way lower slowly, teasingly, making sure to lovingly kiss every last little bit of delicate skin in the gap between her hind legs, even a way up each inner thigh.

When he’d finally slid all the way down and came face-to-face with her perfect filly flower, he didn’t go straight for the prize. First, he kissed the dock of her tail, licked the pert curve of her rump, nuzzled the sensitive spot just shy of her desperately winking pussy lips.

She tried to cheat, of course, squirming in place and trying to rub her needy pussy against his face. But he held her legs in his forehooves, pinning her to the bed and forcing her to enjoy every last moment of the teasing buildup.

And even then, even when he’d finally doted upon every last bit of her except that one part she so obviously wanted him to, he paused, his lips almost touching her, so close that she’d feel his breath against her pussy. “Are you ready?” he asked, already knowing the answer. He just wanted to see her squirm some more. To wait a bit longer. It would make things all the sweeter when she finally got what she wanted.

“Mmm!” she moaned out, her teeth clenched. Already, she was almost too far gone to make actual words. “Please?” she managed to get out in a gasp.

Well, he didn’t want to drive her completely crazy, did he? Better finally deliver on what he’d been implicitly promising. And after all, she had asked so nicely...

Star hadn’t realized how much he had been needing it until he finally pressed his tongue gently against the wet heat of Scootaloo’s pussy lips. She winked right into his mouth, instantly flooding him with the tangy flavor of her juices. The soft inner pinkess of her kissed him back, and for that first lovely moment, he felt every last contour and hollow of her inner walls.

Of course, that wink only lasted for a moment. But more would come, he knew it. And until then, he could enjoy exploring her outer lips. There really was nothing else like it in the world, the springy-soft bulb of a cute mare’s vulva. Especially one as young and spunky as Scootaloo. He ran his tongue gently and lazily up to the plush round hood where her cute pink clit would wink outward and then all the way down her sweet and smooth lips, almost all the way down to her tail hole.

She winked again, and this time, he wasn’t satisfied with only licking what flashed out at him – he ventured his tongue inside, bathing it in that unique taste and that sultry warmth.

“Oh, Star!” Scootaloo moaned out, arching her back against the bed.

His cock throbbed up against his belly when he heard that from her, and he abandoned all subtlety. He slathered his tongue all over her pussy – anywhere and everywhere he could possibly reach. The more it made her moan, the more he wanted it. He couldn’t get enough of her! Wrapping his forehooves around her flanks to either side, he held her close as she bucked against the bed, pressing his mouth down between her legs until his whole muzzle was coated in her clear, slick juices.

Already, Scootaloo was breathing fast and shallow, holding every other breath for a second. Her forehooves gripped the bedsheets tightly, wrinkling them all over the place. Her hind legs squeezed together on either side of Star’s head.

He was getting carried away with things, he knew. He should slow down, lick her more gently and sensually, give her some more time to enjoy herself before driving her to orgasm. But he just couldn’t stop himself. There was something about seeing this athletic, spirited tomboy of a mare completely lose herself and cry out with utter abandon. He couldn't say no to that edge of desperation, the little rasp in her voice when he touched her just right.

So when she cried out and said, “I’m— I’m about to—!” he didn’t back off and go back to teasing her like he should have. Instead, he took her winking clit between his lips and began suckling on it almost as if it was a tiny lollipop. He caressed it with his tongue and stroked it softly with his lips, edging her recklessly onward.

Scootaloo came explosively, dousing him with her hot juices. Her whole body went stiff against the bed. He could feel her lean muscles trembling with the strain her body was putting her through. Her underbelly, right before his eyes, clenched and clenched again, showing off her delicate curves as her insides squeezed insistently on something that wasn’t there.

Even as her orgasm rocked through her, Star kept on massaging her clit with everything his mouth could offer her. In this, at least, he could show her a bit of his skill – every little motion he made sent a new jolt of stiffness through Scootaloo’s body, made her cry out all over again. He put her through the kind of extended, ongoing orgasm that would make her feel like her very soul was being squirted out along with her syrupy marecum.

Finally, though, her body had nothing left to give. Not even he could keep it going. Scootaloo collapsed back down very flat against the bed, staring blankly at the ceiling as her chest heaved in deep breaths.

Star stood back up and wiped his muzzle clean with one forehoof. As he gazed lovingly down at the little orange mare, her undersized wings reflexively buzzed against the bedspread.

Those wings… Some ponies – especially other pegasus ponies – would look at those wings and think there was something wrong with her, that it made her worthless. But he couldn’t bring himself to care about that at all. What difference did wings make? What he saw lying there on the bed was a beautifully blooming young mare, a feisty and brave filly who could take any surprise the world threw at her and come out on top in the end. It put him in awe just to think of the kind of courage it must have taken to approach five new stallions all at the same time, stallions she’d idolized. Instead of choking or making a fool of herself, she’d had all five of them wrapped around her hooves and practically in love with her in no time.

In love with her? No, of course not. But what if he was? What pegasus stallion would want a mare who could probably never fly? He could, he knew it deep down. He so easily could let himself fall in love with her. She was special – a gem to be cherished. He’d never met another pony like her. Was he willing to risk that he might never find one like her again, or was he going to do what he’d been telling himself all week that he probably shouldn’t? Did he really have any other option? He couldn’t just let her go, not this time, not again.

Scootaloo had finally caught her breath. She began to move again. At first, she struggled just to roll over, but when she looked at Star, her eyes sparkled, and she quickly came over to the side of the bed next to him.

Oh, the way she looked up at him so adoringly. It was a look he was pretty accustomed to from fan-girls, but to see it from her… Goddess, he really was smitten, wasn't he?

Her eyes darted down to his still-throbbing cock. “Do you want me to, um…? You know...”

Memories flashed in his head of the last time, of what a quick learner she’d been, of just how good she’d so effortlessly become at exactly what she was implying. He nodded his head eagerly, his mouth dry, almost as if he was the nervous fan and she was the star of the show who’d seen fit to dally with a groupie.

Scootaloo slid off the bed as lithely as a cat. She kept glancing up into his eyes again and again, even though she was headed quite a bit lower. It was like she kept implicitly asking him for permission to really go through with it, even though they both obviously knew that he wanted it.

Shivering a bit in anticipation as he felt Scootaloo’s mane brush his shoulder, Star let his eyes drift shut. He stepped his forehooves forward while keeping his hind legs where they were – stretching out a bit to give her better access.

The appreciative gasp she made when she drew close had to have been the sexiest sound he’d ever heard, or at least it felt like that in the moment. He’d had far more than his share of eager mares, but when Scootaloo reached up with her hooves and caressed his length, he got a sense that she wanted him in a way that he’d never felt with anypony else. He’d felt desired many times, but never … what? What was this feeling? Loved? No, it couldn’t be. He couldn't just assume she felt that way about him. Not when he wanted her to so badly. He must be getting caught up in wishful thinking.

When he finally felt the delicate touch of Scootaloo’s mouth against his tip, though, there was no more room left in his head for thinking, wishful or otherwise. A shiver ran through his whole body as she nuzzled her way under his belly, quickly taking him deeper. Goddess, a mare as inexperienced as her had no business being so good at doing this!

Every bob of Scootaloo’s head took him deeper, and when his tip ventured into her throat, she took it with little difficulty. Her small size made it perfectly easy for her to get up underneath him like that, and she kept going and going until she’d taken every last bit of him.

Even after she’d swallowed him to the hilt, Scootaloo still somehow had the presence of mind to both reach a hoof up to caress his hanging balls and to slip her tongue out and lick the rim of his sheath. What a mare! Star let the moan that wanted to escape him slip free and loud, hoping to get across to her just how much he appreciated her skills and her devotion. There was an answering moan around his shaft. He could feel it all the way down.

Scootaloo’s perfectly pert orange ass was right next to his shoulder, her tail happily swishing side to side as she began to rock herself forward and back underneath him. She still petted his balls as she moved, as if trying to tease the cum out of them.

It didn’t feel like it was going to take long. Not with the way her tight warm throat slid up and down his shaft, not with the lewd little slurping noises she made every time she made it back down to the base of his cock, not with the view he was getting – the supple curves of her ass cheeks right next to him, with her swishing tail raised high above her eagerly winking pussy lips.

He reached one forehoof up, sliding it over her back and around her to grab one ass cheek. So firm! He groped it tenaciously, kneaded it, and gave it a gentle slap to watch her tight curves quickly tense and release. She moaned again around his cock, and her pussy winked even more fervently. If she kept this up, he’d be cumming down her throat before he could stop himself!

She must have sensed this, as she pulled herself off of his cock just long enough to say, “Go ahead – I’m ready,” before plunging herself back down again.

He was very tempted to give in. It would feel so nice just to let loose and fill her up. But was that what he really wanted?

No. He had to have more than just this. As difficult as it was, to force himself to do so, he pushed back on her hips.

“Mmmf— Ah!” He was trying to say something like ‘stop!’ but his words wouldn’t leave him. He couldn’t think straight as the pressure built up more and more.

At first, she didn’t seem to get the message. She kept pressing herself down on his cock over and over again all the more fanatically. But when he tugged again, a bit firmer this time, it got through to her. She pulled off of him, but she didn’t come all the way out from underneath. Instead, she knelt down lower under him, holding out her tongue, panting from exertion, and holding his cock with her hooves as if she expected him to cum on her face, even though he hadn’t even flared yet.

“No no,” he said, trying to clear things up, “I’m not about to…”

“Huh?” She sounded so confused, even worried.

He took a deep breath. It wasn’t easy to think with a young mare as cute as her in a position like that. “I… I want to, um…”

She came out from underneath him, whirling around to look up into his face. Then realization lit up hers. “Oh, you wanna put it inside me, don’t you?” she said, her voice low and husky from her recent efforts on his cock.

How could she just come out and say it like that? It sounded so lewd on her innocent lips. And yet, it was just like her, part of the reason he was falling for her so hard: she was always ready to reach out and take what she wanted, no matter what anypony might think.

He nodded, and he actually felt his cheeks heating in what must have been a blush. Him, blushing! The other guys in the band would never stop teasing him about it if they ever found out.

Scootaloo certainly saw that blush of his, if the way she looked up at his face with that big, sparkling grin was any indication. But she was happy enough to turn around and rest her chest on top of the bed, right where she’d been lying before. She arched her back for him and swayed her hips from side to side. Her tail was flipped up high, exposing everything underneath. The fur between her tight round ass cheeks was matted down and wet with her juices, and her pussy winked needfully, showing him that precious sliver of hot pink over and over, begging to be filled.

And when she turned her head around to look at him over her shoulder, it wasn’t with some cheesy come-hither glare and flutter of eyelashes, nor was it pure fizzy fan-girl adoration. It would be so easy to believe that was love in her eyes as she looked back at him. A distant gaze that looked not through him, but into him, that pulled on his heart as strongly as the winkng lips down between her perky little cheeks attracted his cock.

Of course, there was one thing that every last part of him could agree on: mount her now!

In a scrambling rush, he came to her. He felt as eager and as awkward as a virgin colt mounting his first mare, but thankfully he didn't make a complete fool of himself as he slid his chest up and over her back, as he gripped his forehooves around her dainty hips, as he pressed his cock against her warm, slick, and oh-so-inviting pussy lips.

It was a tight fit just like the first time, but as soon as Scootaloo winked again, his tip was able to nudge her open and ease into her. Some deeply primal thing inside him rejoiced, an effervescent golden glow inside his chest … and the feeling of snug wet warmth around his shaft. In only a couple thrusts, he bottomed out completely inside her, and once he was there, he paused for just a moment, savoring the feeling of Scootaloo’s inner walls wrapped so tightly around him, of her body accepting him, of her warmth suffusing through him.

It was Scootaloo who moved first, rocking forward slightly against the bed before pressing back again. The adorable gasps she made with each motion made him want to squeeze her hips even tighter, though he was already worried he might press too hard and bruise her. He spent a moment watching her wantonly move against him at first, in awe of how eager she was.

But she was a tough little mare, and when he couldn’t hold himself back from holding her as tightly as he could and properly rutting her, she just moaned all the more appreciatively. No matter how hard he thrusted into her, even as he put more weight on her back and pinned her against the bed, she seemed ready to take it, and the way she squeaked and gasped almost sounded like she wanted even more.

“Scootaloo, I…” He thrust again, hard enough to push both of them forward and make the bet squeak. “I think I really like you.”

She giggled. “I can tell! It’s so hard inside me!” She adjusted her hind legs, spreading them a little.

He paused, holding himself as deep as he could go inside her. “No. I mean, um … do you think we could, you know”— he pulled out and thrust into her again —“be together?” Even as he moved inside her, he bit his lip, tensing himself, bracing for the worst possible reaction.

Scootaloo turned her head around, looking back at him with both her eyes and her mouth wide open. Was … was that a good sign? It was all he had to go on because she didn’t reply right away.

All he could do was to look down into her sweet purple eyes as he kept thrusting into her from behind. His shaft slid so perfectly between her tight inner walls. He could feel every bit of her wet heat rippling over his shaft with each slow, sensual thrust. The way her body shook and her wings fluttered against his chest was intoxicating, not to mention the way her breath caught each time he bottomed out inside her. Part of him wanted to stop and let her think, but another part of him couldn’t. As though pure instinct was taking over.

Maybe it was her breathlessness alone that kept her from responding. “You… You really want to be my special somepony?” she finally asked, looking away from him again. “You ... with me?”

“I mean, … yeah.” He nuzzled behind her ear as he kept up a slow even pace inside her. “I’ve—” His voice faltered as he held a particularly deep thrust, breaking the rhythm. “I’ve never met a mare quite like you.”

Scootaloo didn’t say anything for a long moment. She seemed to be lost in the sensations, shuddering, gasping, moaning. Star couldn’t help but speed up a little, moving his hooves to either side of her body on the bed.

“But…” She gasped again as her tight pussy squeezed down on him. “But you know—” she moaned “—how old I am?” Another shudder ran through her. “Right?”

He kept moving lovingly inside her. “You know that consent matters more than age in Equestria.”

“Yes, but,” she started, before shuddering as he pressed into her again. “But, I don’t want you to get in trouble.”

He had to see her face! Pulling out of her wasn’t easy, but he had to in order to grab her and turn her over, pushing her back up onto the bed. He wanted to see her eyes again, to hold her close against himself, to feel like there was nothing at all between the two of them.

When she came to rest belly-up on the bed with all four hooves outstretched, he came to her, his chest sliding up and over her tiny teats, his cock naturally finding its way back to her pussy and sliding effortlessly back inside. He was able to get even deeper inside her from this position, helped along by the way all four of her hooves wrapped around his back and pulled him closer.

He leaned down and nuzzled her cute little nose. “Don’t worry about that.” Moving slightly, he gave her the first thrust in this position, making her gasp and shudder with pleasure. And there was more after that. He quickly built up into a rhythm that kept her legs tensing and her pussy lips winking around the base of his cock. “You’re special. I’m willing to give it a chance.”

“You really think I’m…” She looked up at him searchingly. “But what do we even tell anypony when they ask?”

That actually made him pause. For a moment, he held himself still with only his tip inside her. But then he mentally shrugged it away. “We don’t have to tell anypony if you don’t want to. And if they ask…” He pushed back inside her. “We’ll just tell them if we have to. I want you, Scootaloo.”

She moaned deeply. After being without him for that moment, being suddenly filled again made her squirm against the bed. “But… But I live in Ponyville, and you’re always going all over the place on tour. How could we—?”

“I can fly.” He kept thrusting into her in a slow, steady rhythm he hoped would help calm her. “I’ll visit whenever I can. I’ll be here so much you’ll get sick and tired of me!”

Scootaloo giggled slightly. He could feel it from inside around his cock. “I guess that could work.”

Pushing so deep inside her, Star slid his hooves underneath her, one holding her neck up and pressing her face up closer to him, the other under her lower back, pushing their bellies together and changing the angle of her hips to let him get even deeper than before.

She moaned, her breath hot against his fur.

“I know this kind of a weird time to ask,,” he said, punctuating it with another push of his hips against hers. He was getting close now, the pressure building inside him. “But I can’t let you just disappear again. I thought about you so much since last time.”

Scootaloo moaned and lifted her hips up, pressing tightly against him as he pushed into her once more. Her pussy squeezed as well, gripping him tightly from the inside. “It’s—” She squeaked when he pressed his tip against her innermost barrier. “I never thought you would want … me. It’s just so—”

He kissed her. He just couldn’t help it. She was so cute when she looked up at him like that. Her legs wrapped around his body felt so nice. The heat of her inner walls churning against his cock was filling him with an undeniable pleasure. She gave in to the kiss easily, parting her lips and playing her smaller tongue over his, and she moaned into his mouth as he kept pushing-pushing-pushing inside her, always trying to get even deeper, as if there was any more he could possibly get.

For a long moment they stayed like that: moving against each other, touching every bit of each other, intertwined as intimately as any two ponies ever could be. When Scootaloo finally pulled her head back and broke the kiss as she arched her back against the bed, she still looked up at him with that confused but needy look in her eyes.

“It’s just so sudden,” she said between thrusts. “And it’s so much to take in…”

They were both breathing hard now. The bed creaked beneath them. A drop off Star’s sweat dripped from his forelock down onto Scootaloo’s cheek and rolled off her; she didn't seem to notice.

He was so close! It was a constant struggle now to hold himself back, to give her just a bit more time before the inevitable happened. He wasn’t sure why he felt like he had to time his release with her response, but he decided to accept the challenge anyway. “So? What—” he took a deep breath “—do you say?”

“I…” She squirmed and moaned underneath him. “I don’t know...”

“There’s no rush.” He grit his teeth, desperately trying to hold himself back from bursting inside her – not yet, not yet. “Take your time,” he squeezed through his tense smile.

Scootaloo was quiet for a long moment. She didn't even moan, despite biting her lip, her eyes searching him as he pushed his ardently hard cock feverishly into her. He could hardly hold himself back now. His hind legs trembled each time he pressed all the way inside her. A telltale tightness between his legs meant that his balls were already clenching upward, preparing to unload inside her.

“Star, I…” Her ears flattened against her head, her eyes closed, and she squirmed hard, twisting from side to side beneath him. She gripped his shoulders and her hind legs faltered, spreading and trembling against the side of his body. She must have been close now, as close as he was.

He froze, feeling his cock start to flare, waiting for her answer. He couldn’t even breathe, despite the way his lungs burned for air.

“Yes! I want to be your special somepony!” she cried finally, her voice desperate as if it took everything she had to get these words out.

That was all it took. He explosively let out the breath he’d been holding, and his cock gushed just as explosively deep inside her. It was like no other orgasm he’d ever had. Every throb of his cock poured a long stream of his cum into her, filling her to the brim almost instantly.

“Oh, fuck!” Scootaloo gasped. “It’s so— I— Aahn!”

She clutched him tightly against herself, holding him so hard it actually hurt a little. Her pussy squeezed tightly as well, pulsing around his shaft, but that was pure bliss, bathing him in her undulating warmth and slick wetness, even as he pumped more of his own slick heat inside her.

As Star began to run dry, each pulse of his cock only delivering little drops at a time, Scootaloo kept squeezing him inside and out. Every little motion he made set off a new wave of her orgasm, and every little gasp or moan from her made him want to move just a little bit more and tease another one out of her. He could feel her belly twitching against his, her spunky teenage body convulsing around his cock even as it stopped moving and began to soften inside her.

The two of them stayed like that, clinging tightly to each other panting, long after both of their orgasms faded. His cock softened completely and began to retreat back into his sheath, but his sheath was still pressed close up against her sopping-wet pussy lips, which left most of his length still basking in her sweet inner warmth. A warmth he’d just contributed to.

There was something about that syrupy warmth deep inside Scootaloo… Despite the post-orgasmic haze flooding Star’s head, he felt like it was something important. If he could just focus on it and…

Oh. Oh crap! “Scootaloo!” he said, raising himself up with his forehooves and looking down at her. His shrinking cock was still inside. “I came inside!”

She just nuzzled his foreleg and cooed contentedly. “And it felt so good, too!”

“But what if you get—”

Opening her eyes, Scootaloo looked up at him, meeting his gaze with a coy smile. “We’re special someponies though, right?”

“Um … Y-yeah.” Slowly, he lowered himself back down against her. “If…” He gulped, suddenly worried that she’d change her mind now that things had cooled down and she’d be able to think a bit more clearly. “If you still want to be.”

Grinning, she pushed up from the bed, rolling both of them over to the left until she ended up on top of him. His cock slipped out in the process, and a soupy mix of his and Scootaloo’s cum doused his sheath and his balls. Whatever. They could just slip across the hall and into the bathroom for a shower. What mattered was the young mare straddling him now, the way she looked down into his eyes.

“You’re kidding, right?” She leaned down and kissed him. “I’m not giving this up for anything!”

Running his hoof through her mane, he pulled her back down for another kiss. A whole new warmth flowed through him as he cuddled with his new special somepony. As many mares as he’d fooled around with, he’d never actually had a special somepony before. It felt … nice. Really nice.

When they pulled away from their kiss for a moment, long enough for each of them to catch their breath, Scootaloo glanced back toward the room’s door. “Shouldn’t we, um, get back? The movie must be almost over by now.”

“Why rush?” Star said, pulling her down for another kiss. Cleaning up and getting back with the others could wait. For now, he just wanted to enjoy one more moment with his new marefriend.
> Chapter 3 - The Blushing Virgin
> --------------------------------------------------------------------------

Sweetie Belle couldn’t help but giggle a little at Flash Fire’s joke – all those heroes rushing on screen did look more like a stampede than an actual fight. It was funny to imagine that they were actually running away from something.

She snuggled up between him and Moody Blues, enjoying the closeness and the warmth of the two stallions. This was actually really nice! She was glad Scootaloo had brought her, and it had just been silly to be so nervous about it. These stallions were all great guys.

Somewhere on the other end of the big couch, Scootaloo was whispering something to Steel Crescent or Static Impulse. Sweetie Belle couldn't hear what she said or guess who exactly she was saying it to – the movie was in the middle of a really big fight scene now, and it was pretty loud.

And Scootaloo herself…

Wait, where was Scootaloo? She’d gone somewhere, hadn’t she? With Star Shooter. It had been a while ago, and this movie was so confusing sometimes – maybe she’d missed watching the prequel to it or something? – so she’d gotten pretty distracted just trying to keep up with it. But Scootaloo had been gone way too long just for a bathroom break or something. She was missing half the movie.

“Where’d Scootaloo go?” she asked, kind of just out into the air, hoping one of the stallions next to her would tell her and then it would make sense.

But the two stallions just glanced at each other, grinning cryptically and raising their eyebrows.

Oh come on! It was a simple question. Why couldn’t they just tell her? “No, really – where’d she go?”

“Don’t worry about it, she’s with Star. Let’s just finish the movie,” Moody Blues said. “I think it’s almost over.”

Sweetie Belle rolled her eyes … and when she happened to look down when she did that, she noticed that Flash Fire’s cock had slipped halfway out of its sheath! She gasped and looked away instantly. Hopefully nopony would see her blush. But now that she knew it was there, her eyes kept drifting down that direction.

More of it was coming out! Very slowly, but it was happening. Was it because of all the mares in spandex costumes on the screen, or was it something else he was thinking about? And did he know it was happening? Surely he didn’t realize it, or he’d be hiding it from the filly sitting right next to him. She edged a little closer to Moody Blues, only to glance down and see that his cock was beginning to come out a little as well – just a little bulge of the tip beginning to peek out, but it was there.

Was it because of her? No, it couldn’t be! They couldn’t think of her that way. She wasn’t even really old enough for them. And besides, what would make them even think she’d want to do … that?

She sat stiffly through the rest of the movie – it really was near the end, and already the Power Ponies were regrouping after the climactic battle – she kind of missed the end of it, though. Even when she was able to make herself stare fixedly at the screen, she didn’t really see it that much. She kept thinking about the stallions next to her … thinking about them in new ways she probably shouldn’t have. And she kept glancing down, even though it made her heart skip and her breath run short to see what she knew she’d see. What if they caught her looking? She’d never be able to live with herself if One Trick ended up thinking she was some kind of pervert pony. But she still couldn’t make herself stop, not for long.

When the movie finally ended and the credits music played, Static Impulse said, “Dang, that was pretty freakin’ awesome!”

“You’re telling me.” Moody Blues leaned around behind Sweetie Belle to look at Flash. “Hey, can you get the lights, Flasher?”

“I’ve told you not to call me that,” Flash Fire responded … but he also complied.

Sweetie Belle was relieved that Flash was going to get up. Surely then he’d notice his … situation, and then he’d take care of it and make sure she didn’t have to see it.

But he didn’t get up. He was a unicorn, after all, and he just flipped the switch with his magic. Sweetie Belle stewed in her seat, glancing down again at the way his cock rested limply against one thigh. Now in the full-brightness lights, she could see everything. It was so thick and heavy-looking … and his balls bulged out underneath it, the same color as his orange-yellow coat, but smooth skin instead of fuzzy fur. It … it made her feel strange inside, hot and tight, like she was wound up into a corkscrew somewhere deep inside her belly.

She was just about to get up on the pretense of talking to Apple Bloom, but then Apple Bloom showed up right in front of her, flanked by Static Impulse and Steel Crescent. How had nopony but her noticed Flash Fire’s cock hanging out yet? This was crazy!

And Scootaloo – where was Scootaloo?

Maybe now somepony would tell her. “Hey Apple Bloom,” she said, “where’d Scootaloo go?”

“I thought she was over there with you.” Apple Bloom looked over at the stallions to either side of her. “Hey, where’d Scootaloo go?”

“Star Shooter’s gone too,” Sweetie Belle added. She was pretty sure that was important. That had something to do with it.

Infuriatingly, instead of answering her, the stallions all just started laughing. First Moody Blues, but then the others, too. They just kept on going, one setting the other off. What the hay was going on here? Why wouldn’t anypony just tell her?

“Um, guys?” Apple Bloom said tersely. It looked like she wasn’t enjoying the joke very much, either.

“Your friend snuck off with Star Shooter,” Static Impulse said … as if that explained anything at all. “He gets all the luck.”

“I know she snuck off!” Sweetie Belle squealed insistently. “But where’d they sneak off to?”

The stallions all glanced back and forth at one another. Flash Fire snickered a little. Static Impulse rolled his eyes. Moody Blues just looked kind of embarrassed.

“I think they snuck off to Star’s bedroom,” Steel Crescent said. The emphasis he put on it made it sound like that was supposed to mean something, but what? She still didn’t get the joke here! It was infuriating!

Apple Bloom, though, suddenly opened her eyes wide. “Oh! Oh wow…”

“What?” Sweetie Belle insisted. “What is it? Tell me already!”

Apple Bloom blushed slightly, looking away and pawing at the carpet with her hoof. “They, uh… I think they snuck off to, you know, have a roll in the hay.”

“Hay?” This was even more confusing! What the hay was going on here? And why wouldn't anypony just give her a straight answer already? “What do they want hay for? We just ate!”

Apple Bloom smacked her hoof into her face, blushing even redder, but she didn’t elaborate any more than that.

It was Moody Blues who finally saw fit to clue her in. He reached along behind her, resting a hoof on her withers. “They snuck off to have sex, sugar.”

“I’m not Sugar Belle, I’m Sweetie Belle,” she said reflexively … before even realizing what else he’d said. Then it was time for her own eyes to open wide. “You mean, they’re, like, doing it – really doing it – like right now?”

Moody nodded and shrugged. “Probly.”

“Woah…” Apple Bloom had a far-off look in her eyes. “That crazy filly did it. She really did it. I can’t believe she actually finagled her way into the bed of one of the coolest ponies in Equestria…”

Sweetie Belle’s world was spinning. How was this even possible?

“That lucky orange chicken!” Apple Bloom let herself fall down onto her rump on the floor. “I sure wish I had half the luck with the studs that she’s got.”

“Well,” Flash Fire said, getting up off the couch. “They don’t have to be the only two who get lucky tonight … if you know what I mean.”

That was when Apple Bloom saw it. The look in her eyes and the sudden focus was unmistakable, even if she did look away right after – from her position sitting there on the floor, she’d seen Flash Fire’s cock hanging halfway out of his sheath. Well, maybe not halfway anymore. It had gone back in a little bit. Maybe like a quarter of the way? Or a third? Whatever. No way Sweetie Belle could know unless she saw the whole thing. And as much as the thought of that was making her tingle inside, she wasn’t sure if she really wanted that or not. Sure, these guys were amazing and hot and all, but if it went that far, how much farther might it end up going? Too far, definitely too far.

“I don’t know…” Apple Bloom said. At first, Sweetie Belle thought her friend was agreeing with her completely, but then Apple Bloom fluttered her eyelashes up at Flash Fire. “Do you think we should? I mean, um, it’s kind of embarrassing, but I’ve never really been with anypony before.”

“Apple Bloom!” Sweetie Belle shouted.

“What?”

“You can’t— You just can’t…”

“Why not?” Apple Bloom asked implacably. She got up off the floor and came closer to the couch, right in front of Sweetie Belle … which just happened to bring her a lot closer to Flash Fire as well. “If Scootaloo gets to have fun, and the guys want to, I don’t see why we should miss out.”

“Apple Bloom! You … you can’t just let any old stallion jump on your back! It’s supposed to be your special somepony!”

Apple Bloom rolled her eyes. “Who told ya that? Rarity? And these guys aren’t just any old stallion – they’re One Trick!”

“But—!”

“And I happen to know for a fact that a certain somepony has got a poster of Steel Crescent hangin’ up by her bed, and that the same certain somepony looks up at that poster an’ makes kissy faces when she thinks her friends are asleep durin’ a sleepover.”

“Apple Bloom!” Sweetie Belle jumped off the couch and mashed her hoof against Apple Bloom’s mouth, desperate to shut her up.

But it was already too late. The other guys were all chuckling now. And Steel Crescent… Sweetie Belle couldn’t bear to look him in the eyes, but one glance was enough to see that he was actually smiling about it, and … and blushing? No – that made the tingling inside her even worse!

Moody Blues got off the couch as well, coming up next to her and removing her hoof from Apple Bloom’s face. “Come on, now, Sweetie.” At least he got the right name this time. “Doesn’t it sound nice to have a little fun?”

“NO!” Sweetie Belle shouted, jumping away from him. “What … what the hay is this? You, you just invite fillies to your hotel room so you can… You’re filly foolers!”

Apple Bloom came toward her. “Uh, Sweetie Belle, that’s not what ‘filly fooler’ means. It’s actually when, um…” She looked at Sweetie Belle’s face and backed off a bit. “You know what, I’ll just tell ya later, alright? When you’re not so...”

“You’re in on this!” Sweetie Belle accused. “I’m … I’m going home! This is crazy!”

“Sweetie Belle, wait!” Apple Bloom caught up with her and stopped her before she made more than a couple steps toward the door.

“Let me go!”

“Come on, Sweetie Belle – they’re just bein' stallions.” Somepony snorted at that ‘just being stallions’ line, but Apple Bloom ignored him. “You can’t blame ‘em for askin’. But you don’t gotta run off just because they ask, alright? You can always just say no.”

Steel Crescent nodded. “She’s right,” he said. “We would never make you do anything you don’t want to. And all you have to do is say the word, and we won’t talk about it ever again. Promise.”

Despite everything that had just happened, despite all her apprehensions and worries and fears, just the fact that Steel Crescent – the very real Steel Crescent – was talking to her, directly to her and only to her … it still sent fangirl flutterings loose in her chest. She looked up at him, into his caring and very genuine smile. How could she be afraid of that? Goddess, he looked even better than in the poster.

And they’d all been so nice to her tonight… She couldn’t help but believe them when they said they wouldn’t do anything she didn’t want. Was Apple Bloom right? They really were special ponies, even if they might not be her special somepony. She looked at Steel Crescent again. Suddenly, it seemed really silly of her to want to storm off like that.

“Yeah, you’re right” Sweetie Belle admitted, “They’re just being stallions. I guess it doesn’t really hurt just to ask…

“And we’re just mares!” Apple Bloom said with a wink.

Sweetie Belle looked over at her. “What’s that supposed to mean?”

“It means that if we somehow end up having a chance with the coolest stallions in Equestria, nopony could blame us for wantin’ to have a little fun.”

“Apple Bloom!” she cried again. How could she say that? “You don’t mean … you actually want to, you know, do it? Like … tonight? We … we just met them!”

Apple Bloom shrugged. “Why not?”

“Why not?” Sweetie Belle’s voice squeaked high enough to make everypony there wince. “Because I’m…” She gulped, forcing herself to say it. “Because I’m a virgin! And when you’re a virgin, you’re supposed to wait for the perfect moment with the perfect stallion – your very special somepony!”

With a withering look, Apple Bloom said, “Has Rarity been readin’ stories about fairytale princesses to ya or somethin’?”

“No!”

Apple Bloom raised one eyebrow.

“Okay, yes…” Sweetie Belle rolled her eyes. “But she said it’s true! And she knows a lot about this kind of stuff!”

Grinning like she’d just gotten everything she wanted, Apple Bloom came even closer, right up alongside her. “Remember back when Rarity kept on talkin’ about Prince Blueblood and how he was the perfect stallion and how the Grand Galloping Gala was gonna be her perfect moment?”

Warily, Sweetie Belle nodded. “Ever since Twilight got those tickets, she never stopped talking about it.”

Apple Bloom nodded. “And what did she have to say about Blueblood after she got back?”

“She hated his guts!” Sweetie Belle laughed. “I had to talk her out of naming her next fashion line ‘Blueblood is a Spoiled Twat Couture’!”

That knocked Apple Bloom off track for a moment. “She was really gonna do that?”

Sweetie Belle nodded gravely.

Now Apple Bloom laid a forehoof across Sweetie Belle’s withers. “Well, just goes to show ya, sometimes Rarity ain’t always right about everything. You reckon she might’ve missed out on some really nice stallions while she was waitin’ for the perfect one at the perfect time? The one who ended up not bein’ so perfect after all?”

She looked at Apple Bloom … and she wouldn’t give her the satisfaction of another nod, but she had to admit the point. All four stallions were so quiet, just watching and listening … but she could feel their eyes on her keenly. It made her fur stand on end … but it also made her tail want to rise.

“Well, I don’t know about what Rarity told you, but Applejack’s given me lots of advice, too … and she’s an awful lot more practical about it. I don’t know about you, but I think this is a special moment with some really special stallions.” She rubbed Sweetie Belle’s shoulders soothingly. “Maybe there won’t ever be a perfect stallion or a perfect time. But if I see an opportunity to have a really special time with a really special stallion, I think I’m gonna take advantage of it. Who knows how many special opportunities like that you’re ever gonna get? What if you miss out on all of ‘em?”

“You don’t have to do anything if you don’t want to,” Static Impulse reminded her. “If you’d rather wait for your perfect special somepony, we totally understand, and we can just hang out. Scootaloo said you can sing… Maybe we could try a number with you filling in for Star, since he’s, um… occupied?”

“No, I…” Sweetie Belle took a deep breath, trying to center herself and really be sure of what she was about to say. She bit her lips slightly. “Apple Bloom is right. It’s just … I really am a virgin.”

“So am I,” Apple Bloom said.

Sweetie Belle looked over at her, tilting her head to the side. “Really? What about Tender Taps?”

Apple Bloom sighed. “Gay as a bushel of buttercup blossoms. Great dancer, though.”

Static Impulse laughed a little. “Sounds just like my brother.”

Flash Fire was more serious, though, his voice quiet, but somehow easy for everypony to hear. “So, guys … do you think we can be gentle enough to show these fillies a special time?”

The other stallions nodded, smiling … but Sweetie Belle still felt like she had a flickering ball of nerves inside her that just wouldn’t unwind. “Um… Can Apple Bloom go first, though?”

“Nervous?” Steel Crescent said, his soothing voice full of understanding.

She gave a quick, tense nod, not able to meet his eyes, even though she wanted to.

“I get to go first, huh?” Apple Bloom grinned wide and slid her hoof off of Sweetie Belle. She looked at each of the stallions in turn, like a foal in a candy shop. “And I get my pick of the litter…”

When Apple Bloom looked at Steel Crescent and he looked back with a growing grin, Sweetie Belle jumped in front of her. “No!”

Moody Blues laughed. “Did she just call dibs on Steely?”

“She totally did,” Flash Fire said, joining in the laughter.

Steel Crescent’s smile faded, but he didn't say anything, even though Sweetie Belle had to admit she didn’t really have any claim on him.

Apple Bloom looked up at Flash as he laughed … and then her eyes drifted downward, under his belly. “Um, Flash?” she said, a nervous quiver sneaking into her voice, despite her bravado.

He stopped laughing immediately and looked down at her. “Mm-hm?”

“I, uh…” Apple Bloom withered a bit, and she made a barely perceptible squeaking noise that maybe was supposed to be some kind of words?

Flash Fire grinned wide. “Come on and sit down on the edge of the couch. Yeah, right there.” As Apple Bloom hopped up onto the couch cushion, he knelt down in front of her.

Static Impulse nudged Sweetie Belle from behind. “Come on. You’ll get a better view from right next to her.” He guided her over to the couch and sat her down right next to Apple Bloom, then sat down next to her himself. Moody Blues took his corner spot back, which put him right there on Apple Bloom’s other side.

Steel Crescent stayed right where he was, watching Apple Bloom quietly and with a little smile. Sweetie Belle kept trying to look at him when he wasn’t looking, but her eyes would dart away from him all on their own whenever he happened to glance her way. As much as she wanted to be with him, she … she just couldn't take the intensity of the feelings she had when she met his eyes. It was like both of them already knew everything that was going to happen, and she just couldn't bear to think that far ahead, not yet.

“Just try to relax,” Flash Fire said to Apple Bloom. Then he lowered his head down between Apple Bloom’s hind legs.

Sweetie Belle flinched when she heard the gasp that Apple Bloom made. It was just so sudden and so sharp, almost like Flash had hurt her. But no… The way Apple Bloom arched her back and opened her mouth told a different story. Wow, she was really liking this!

She actually couldn’t see much of what Flash Fire was doing down there. Apple Bloom had her hind legs raised up a little bit, which hid his muzzle from view, even as close as Sweetie Belle was sitting. That didn’t stop her from looking, though, eager to get a glimpse of what was going on.

Rarity had mentioned something like this in the abbreviated and cryptically euphemized ‘birds and the bees’ talk she’d once given – given because their parents sure hadn’t been willing to talk about it. All Sweetie Belle could remember was that it was something about ‘a butterfly delicately drinking nectar from a flower’, as Rarity put it. That hadn’t been a particularly helpful way to describe it to a young filly – even younger than she was now – who had only the vaguest notion of what Rarity was even talking about.

Now she was starting to get a pretty good idea, though. Flash Fire was licking and nuzzling Apple Bloom’s pussy lips down there – at least Rarity had taught her some useful vocabulary – and he was really going at it, slurping all over the little bulge of Apple Bloom’s pussy. The way Rarity had talked about it had made it sound like the stallion would delicately kiss, or maybe lick like a lollipop. But this was nothing like that.

And maybe that was all for the better? Apple Bloom sure seemed to like it. Every time he upped the intensity of what he was doing even in the slightest, Apple Bloom seemed to moan twice as loud, squirming against the couch cushions and wrapping her hind legs around behind Flash’s head in order to pull him even closer.

Steel Crescent was sitting on the floor in front of Sweetie Belle, staring closely as if to get a better view of what Flash Fire was doing. When did he get there? She’d been so absorbed in watching Apple Bloom that she hadn’t even noticed Steel moving there. He wasn’t quite between her legs, though … just kind of sitting in front of her where he’d be in the right position, but not close enough to actually do anything yet.

“What do you think?” He glanced at her, then looked back toward Apple Bloom.

Flash Fire was in the middle of sucking on Apple Bloom’s tiny nipples now, putting just as much effort and intensity into her there. His hooves dug into her thick, muscled ass cheeks, too. Sweetie Belle had always been kind of jealous of that. Her own ass was soft and fluffy, if almost as curvy … but without those amazing, sharply defined muscles.

When Sweetie Belle didn’t reply, Steel Crescent tried again: “Feel like giving it a try?”

She looked back down at him, at his expectant smile, at his unmistakable dark grey and silvery colors, at his almost mare-like good looks … with that tingling edge of masculinity buried just beneath. It was just like looking at the poster on her bedroom wall, only now … now so much more real. He was here. The pony she’d idolized for as long as she could remember, who she’d fantasized about more times than she’d care to admit. And he was willing to do … that with her. Like, for real. Right now. The thought of that made her mouth go dry … but it made something else wet. Like really wet. She’d never felt like that before.

“Mmmnh!” Apple Bloom’s body spasmed a little, making the couch bounce. “Flash – yes!”

Wow, it really sounded like Apple Bloom was having the time of her life. Was it that good? Sweetie Belle looked back down at Steel Crescent, at the way he was wistfully watching Flash and Apple Bloom, and she slowly nodded. “Okay…”

He looked at her, gave her a really sweet, caring smile, and then edged closer, his eyes drifting down her body.

And it was just so weird doing this right next to Apple Bloom, with her moaning practically into Sweetie Belle’s ear. Ponies just weren’t supposed to do that, right? Apple Bloom was going to see her! They all were! This was supposed to be private and special, wasn’t it? “Uh, Apple Bloom?” she said worriedly.

“Mm-hmm?” Apple Bloom moaned. Was she saying that to her, or was it just in response to what Flash Fire was doing with her?

“Should we, um, go to different rooms or something? Aren’t you embarrassed?”

Apple Bloom looked over at her with slightly unfocused eyes. “Embarrassed to have Flash Fire from One Trick eatin’ me out? Not likely!” Flash made an indignant little noise, but Apple Bloom pressed him more tightly against herself with her hind legs.

“But it’s … it’s so—”

“Look, we’re friends, right? Best friends.”

Sweetie Belle nodded.

“We share all kinds of things – a clubhouse, Twilight time … even a cutie mark.” Apple Bloom poked Sweetie Belle’s flank with her hoof.

She jumped a little at the feeling of Apple Bloom’s hoof there – she was so sensitive now! But she nodded again.

“Well this is somethin’ else we can share together, just between the two of us.” Apple Bloom moaned again as Flash Fire did something different with his tongue down there. “It’s nothin’ when it’s just between friends.” As if to drive home her point, Apple Bloom reached down and held Sweetie Belle’s hoof with her own.

It felt nice to have that safe, familiar touch. And it made Sweetie Belle realize this might actually be easier to handle if she had Apple Bloom by her side, literally holding her hoof along the way. She smiled warmly, even though Apple Bloom might not have seen it – her eyes had drifted closed. But she still held hooves. Sweetie Belle gave her an answering squeeze. She just felt so much tension running through her own body! It was like nothing she’d ever felt before.

Sweetie Belle didn’t fight it when he used his hooves to spread her hind hooves apart, even though the tingling tension in her legs was almost unbearable. So much anticipation – she already felt like she could just explode from all the pressure.

It didn’t help that when Steel Crescent finally got close enough to lick her … he didn’t. Instead, he stared down at her pussy, his eyes wide. “You’re so sexy,” he whispered.

She barely heard that over the sound of Apple Bloom’s moans, but she did. And it made her blush fiercely to think that somepony – not just anypony, but Steel Crescent – was looking at her most intimate spot, seeing everything. And he liked it! She could feel his warm breath down there. Oh please oh please – just do it!

He did it. When Sweetie Belle felt the soft wet heat of Steel Crescent’s tongue, she suddenly knew exactly why Apple Bloom had gasped – she gave her own gasp, an even louder one, as bolts of effervescent pleasure ran up through her whole body. She squeezed Apple Bloom’s hoof hard. It was like the tingling she’d got when she used magic the first time, except that it was centered down between her legs, not in her horn … and that it felt good.

Thankfully, Steel Crescent started out nice and slow with her, just with gentle, methodical licks up the length of her slit.

Even that was almost more than she could handle. No wonder Apple Bloom moaned so much! And when Steel started doing more – when he slipped his tongue inside her, when he kissed her winking clit, when he nuzzled her teats – she just couldn’t handle it. Her whole body went stiff, that simmering fire burning inside her, and she arched back against the couch, squirming just like Apple Bloom had. It was lighting off fireworks in her head, leaving little room for anything else.

As her head turned to the side, though, something else did catch her eye. Something long and black, sticking up right at the corner of her vision. Static Impulse’s cock!

Even as her breath caught in her throat, her lungs barely able to move when Steel Crescent licked her pussy, her eyes went wide and her mouth dropped open. She blatantly stared at the long, slender cock next to her, at the way it was sticking up so proudly from Static’s lap. So tall and, and … firm-looking… Her pussy winked even harder against Steel’s lips.

Static Impulse had obviously noticed her staring, but he wasn’t nearly as proud as his cock. “Oh, um, sorry,” he said, averting his eyes from her and shifting one of his forehooves to try and hide himself. That wasn’t very successful. “I was just… I mean, it’s hard not to look, and once I was looking, it kind of…”

“C-can I touch it?” Hearing those words come out of her mouth surprised herself almost as much as it surprised Static Impulse. Maybe having Steel down there between her legs was doing something to her head, but she just couldn’t stop looking at Static’s cock. His black skin was so dark … almost shiny. And she just couldn't stop herself from wondering what it might feel like.

“You really want to?”

She nodded, moaning again as Steel increased his efforts on her.

Static simply moved his foreleg out of the way and leaned back. It was the only reply she needed.

Leaning over a little, she reached one trembling hoof out, hesitating just for a second, and touched Static Impulse’s cock. A shiver ran through her, and not just because of what Steel was doing. She’d seen cocks before – stallions sometimes had little accidents and couldn’t keep them tucked away in public – but she’d never seen one hard like this. And she’d certainly never touched one before, hard or otherwise.

It felt nice, actually. The skin was unexpectedly soft and delicate, despite how big and firm it was underneath. She found herself leaning over more, getting closer, instinctively beginning to stroke up and down his shaft. Rarity had never taught her how to do that … but she hadn’t needed to. All Sweetie Belle had to do was to listen to the sound of Static’s breath. She could tell he liked that by the way he moaned, and he sure seemed to like it when she petted his cock up and down with the soft inner parts of her hoof.

Sometimes, though, it was all she could do just to keep moving the same way. It was so hard to even think with Steel’s tongue down there exploring every last little bit of her pussy lips, inside and out. When his tongue touched her clit, she physically twitched.

It was in that kind of distant-minded state that she found herself leaning lower and lower toward Static’s cock, as if she wanted to get a really close look at it, or smell it or something. Rarity had mentioned something – very briefly – about ‘returning the favor like a proper lady’ when a stallion licked her. Was this what she was talking about? Was Sweetie Belle supposed to … kiss it or something?

Her lips met the heat of soft black skin. Somehow, she’d expected that it would feel different and strange, unlike anything she’d ever touched before. She’d thought she’d feel an instant change inside of her, from a filly who’d never touched a cock before to a mare who had. But no… It just felt warm and supple. Her lips pressed against the curve of it, but otherwise she was the same old Sweetie Belle she’d always been.

Well, maybe not quite the same. She’d never felt tingling pleasure like this spiraling up through her whole body. It was like Steel was somehow able to lick everywhere inside her, rather than just a little way inside her pussy. It made her moan against Static’s cock. She started moving her mouth against him, licking him, totally unsure what to do or how to do it at first, but the appreciative little sounds he made and the way he stroked his hoof down the curve of her back made her feel like she was probably doing okay so far.

Her own moans matched Apple Bloom’s pitch as Steel Crescent redoubled his efforts down between her legs. It made her feel so tense inside! Her whole body was trembling and she, she…

“Aaah!” she cried, losing her balance and her grip on Apple Bloom’s hoof. Static’s cock slid across her face, and she crashed down into his lap, her muzzle right up against his heavy black balls.

That cry must have made Apple Bloom look over at her, because Apple Bloom let out a big gasp. “Woah! Look at her! She’s really getting into it... Way to go Sweetie Belle!”

“Well, how about that,” Flash said. “Not bad for such a nervous filly.”

She was getting into it. That’s why she hadn’t gotten up yet. Static’s balls were so warm, so big and smooth, and just so … perfect. She’d seen lots of stallion’s dangling balls before and hadn't thought anything of it, but there was just some part of her that loved the feeling of these ones right up against her face. She moved around a little, sliding her lips over them … and she lifted one hind leg in order to give Steel Crescent access in this new position.

He took full advantage of that, nuzzling his way up under her raised thigh and actually closing his lips around the bulge of her pussy. It felt incredible. Why had she never tried this kind of thing before?

“Wow,” Apple Bloom said, half word and half moan. “I… I never thought she’d do that before I did.”

“Not too late to catch up,” Moody Blues said from behind her.

It wasn’t too easy for Sweetie Belle to tell what happened after that – she was pretty distracted by Steel, and her face was down between Static’s hind legs, and Apple Bloom was directly behind her in any case. But from the way Moody Blues groaned in satisfaction, it sure sounded like Apple Bloom was ‘catching up’.

Not that Sweetie Belle had much room in her head for keeping track of such things. It seemed like everything Steel Crescent did to her virgin pussy lips down there was connected directly by fizzling strands of pleasure to everything else inside her, from the end of her tail to the tip of her horn, and everything in between. She could barely even manage to work her mouth up and down Static’s cock. It shouldn’t have been difficult – she really enjoyed it so far – but the shimmering pleasure filling her to the brim made it hard to focus on anything else.

“Mmm, that feels great,” Static said.

Finally looking away from the towering cock right in front of her face, Sweetie Belle looked up into his bright green eyes instead. She jerked a little when Steel licked the sensitive nub at the tip of her pussy again, but she kept looking up at Static.

And Static Impulse ran a hoof tenderly through her mane. “You want to try a bit more?”

Her face still against his cock, she gave a little nod.

“Try and see if you can put it in your mouth.”

“All of it?” Her eyes went wide.

He shrugged. “Just try and see how much you're comfortable with.”

“Um…” It seemed really weird to put a stallion’s cock actually inside her mouth. But it seemed like he wanted it … and maybe it was something awakened by what Steel Crescent was doing down between her legs, but she did want to give Static what he wanted. “Okay,” she said, slowly rubbing her muzzle all the way up to his tip.

His hoof stayed on her mane as she kissed right against the head of his cock. “It’s okay. Take your time.” At first, she was scared he was going to use his hoof and shove her down, but when she looked up at him worriedly, he smiled down at her and ran his hoof so gently through her mane … she could barely even feel it.

Okay … time to give it a try.

The big, blunt tip of it was so thick and intimidating … Squeezing her eyes closed, she pressed herself downward and stretched her mouth as wide as she could, so much that her jaw muscles ached.

It was just barely enough. The firm warmth of Static’s tip popped in between her lips, suddenly filling her mouth. Now it felt different than just having her mouth against skin! His tip tasted different – some kind of subtle musky flavor – and it had dripped something out of the hole in the middle that made her tongue feel all gooey.

“Oh that’s good,” Static said encouragingly. “Keep going.”

Okay… She pushed a little farther down. It was a little easier now, at least at first. All that happened was that more of his cock slid into her mouth, filling her muzzle more completely. When it hit the back of her mouth, though, then it got difficult. It suddenly felt like it was choking her, and it almost made her feel like she was going to throw up. Was she even supposed to go this deep?

Static groaned appreciatively, resting his hoof on the curve of her back. He was definitely enjoying it. And his moans made her heart pound in her chest. Maybe she could go further?

Down between her thighs, Steel licked between her pussy lips insistently, spreading them slightly with each stroke of his tongue, touching the inside places where it felt really good over and over again.

She could do this – she wanted so badly to impress them. She had to at least try!

First, she took a deep breath in through her nose, sure that this was going to make it hard to breathe. And then, trying to just focus on how Steel Crescent’s mouth felt on her pussy, she pushed her head down.

Right away, it made her gag. Her eyes closed tightly, welling up with hot, wet tears, and her body heaved, but she made herself do it anyway. In and in and in went Static’s cock, sliding smoothly into her spasming throat. It felt like she was dying! How could anypony do this?

“Oh, oh wow, just like that!” Static said, pushing up with his hips and tensing, trying to get it even deeper.

Sweetie Belle coughed, strings of drool leaking out around her lips. Surely she had to be close, right? It felt so huge in her throat, like it was reaching all the way down to her stomach already. She coughed again, choking on her own spit. It really felt like she was about to throw up!

She pulled herself off of him, coughing and sputtering some more. For a long moment, she just tried to wipe her mouth and eyes clean again. Even Steel Crescent took it easy on her, slowing down for a little bit.

At least she’d done it, though, right? She looked down at his cock, expecting almost all of it to be shiny and wet. What? She’d barely managed to get like a third of the way down, even counting where her spit had dripped! But … how? How was anypony supposed to do this?

Apple Bloom would know! Her sister probably told her all kinds of good tips about how to do it.

“Hey, how am I supposed to…?” But when Sweetie Belle turned her head to see how Apple Bloom was doing it, she found that her friend had barely taken more than Moody’s tip. Far less than what Sweetie Belle had done … and she was struggling even with that.

Apple Bloom looked up, Moody’s tip still in her mouth.

“Um… Nevermind,” Sweetie Belle said, turning her attention back to Static’s cock. She gave it a nice big lick, but she was hesitant to put it inside her mouth again. That really hadn’t felt good, even when combined with Steel’s mouth down between her legs.

Static stroked her mane again. “You don’t have to go down so deep if it’s uncomfortable. Nopony here wants you to hurt yourself.”

It hadn’t hurt, not exactly. But sure had been really uncomfortable. She was glad to hear it … and this time when she started sucking on his tip again, she kept with only the tip. At least now, the rest of his shaft was nice and slick for her to run her hooves up and down. This felt fine, even fun!

Just as Sweetie Belle really started getting into it, Apple Bloom let out a loud, needy moan. She must have taken Moody’s cock out of her mouth, because she was able to say, “That’s enough – I’m ready!”

“You’re sure?” Flash Fire asked.

“Mmm-hm!”

That was when Steel Crescent pulled his own face out from between Sweetie Belle’s legs. “Hey, wait,” he said. “You think, maybe, we can switch?”

Flash laughed. “You always did like ‘em thick and sturdy, didn’t you?”

Sweetie Belle forgot about Static’s cock for a moment, looking back down at Steel Crescent. What? She wasn’t getting him anymore? But … but he was her favorite! She had a poster of him and everything!

“Alright,” Flash said. “Sweetie Belle’s obviously the hot one, anyway.”

“Hey!” Apple Bloom cried out in mock indignation.

But it had quite a profound effect on Sweetie Belle. As the two stallions moved around one another, she looked at Flash Fire. “You … you really think so?”

“Mmm…” He came to her, grabbing her ass cheek with his hoof and squeezing firmly, digging deep into her soft curves. “Oh yeah. He’s crazy for giving this up.”

Sweetie Belle squirmed a little, turning away from Static’s cock for a moment to look back over her shoulder. “Are … are you sure about this, Apple Bloom?”

Apple Bloom, though, was a little occupied at the moment. She’d gotten herself off the couch and turned around so that her head was buried in Moody’s lap, nuzzling his balls … and her ass was raised high, her tail even higher, showing off for Steel Crescent to touch and grab.

She watched Apple Bloom, mouth gaping open, as Steel stopped playing with Apple Bloom’s ass and mounted her, his big grey cock swinging up perfectly as Steel lifted himself onto her back. His tip planted right between Apple Bloom’s hind legs, and without any hesitation he pushed forward. Just a little, but it was enough to make his cock slide inside.

It gave Sweetie Belle a twinge of jealousy, even though she knew she had no right to claim him if he liked Apple Bloom better. But still, he was her favorite. Didn’t that count for anything?

Apple Bloom moaned louder than ever, a cry of pure ecstasy as Steel moved the rest of the way into her. “Yes! Yes! Oh Celestia, it feels amazing!”

When Flash Fire scooched Sweetie Belle’s body a little to the side on the couch and lifted her raised leg even higher, that brought his cock almost in contact with her … and that brought her attention back closer to herself. She looked up at him with naked trepidation in her eyes.

Flash’s tip touched her pussy, causing an involuntary wink from her that spread her slippery juices over him. Thankfully, though, he didn’t take that as an instant invitation. “If you’re not sure about it, you can still say no,” he said. “We won’t be mad, I promise. It looks like your friend might have enough to go around for everypony.” He glanced over at Apple Bloom.

It was pretty impressive how easily Apple Bloom was taking Steel’s cock deep, deep inside her. And all the while, she moaned against Moody’s cock like being between the two of them was the best thing that had ever happened to her. Maybe it was. Could it really be that good? Getting licked down there had felt amazing … what would it feel like to have a stallion’s cock inside her down there? But was she really ready to do it? It felt so much larger than it looked already, and he hadn’t even put it in yet.

She had already come this far, though, right? The sounds of the moans and gasps from Apple Bloom were incredible. At this point, how could Sweetie Belle pass up a chance to find out what that felt like, too?

“I’m okay,” she said, hoping her voice didn’t sound as nervous as she felt. She turned back toward Static’s cock, licking him and putting his tip in her mouth again – just the tip like before – and she closed her eyes. As much as she wanted to find out what it felt like, she wasn’t sure she was ready to actually see it happen, to see that big fleshy cock actually penetrate into her and slide inside. She was sure if she saw it, she’d end up getting freaked out and cry for him to stop.

Even without seeing it, just the feeling of his tip against her pussy lips, of the slowly growing pressure there, of her pussy beginning to open for him just slightly … it was entirely overwhelming. She shoved Static’s cock deeper in her mouth, muffling the terrified – and yet desperately needy – whimper that was trying to sneak out of her.

Flash Fire was as gentle as anypony could have ever been. He kept on pushing while moving slightly, helping his tip wiggle its way into her, but never once did she feel like he was pushing too hard or impaling her like she’d been afraid of.

In fact, it was kind of agonizing just how slow he was going. Sweetie Belle moaned insistently around the tip of Static’s cock. There was this strange feeling of emptiness growing inside her, and the little bit of Flash’s cock that was inside her was a warm glow ready to fill it … but only filling and pleasuring a tiny portion of her so far, and not growing nearly as fast as she now felt like she wanted.

Slowly, though, one gentle stroke at a time, he did find his way deeper. She hugged Static Impulse’s cock against her face, licking along its length as if that could give her the deep inside fullness she so suddenly found herself craving.

And as Flash Fire worked himself deeper, she constantly heard the rhythmic moaning sounds of Apple Bloom being absolutely rutted by Steel Crescent. Oh how much she wanted that to be her now! Apple Bloom pulled her mouth off of Moody’s cock and gasped deeply, her whole body going stiff as Steel kept moving inside her. Then came the squeakiest, highest-pitch sound she’d ever heard from Apple Bloom’s mouth. A splatter of juices rained down between Apple Bloom’s hind legs, and her whole body trembled. Steel’s cock was visibly pulsing down between her hind legs.

Woah! What had just happened to her? And Sweetie Belle had thought just feeling the solid stretching warmth of a stallion’s cock inside her was amazing enough, but what had Apple Bloom just felt? What made her collapse down onto Moody’s lap, panting in deep breaths with his balls against her face?

“Mmm… More,” Sweetie Belle moaned against Static’s cock. All she wanted was to feel like Apple Bloom felt.

Finally, Flash Fire stopped going so slow and slid the entirety of his cock into her in one last motion. Yes! Oh my gosh, yes! Moaning, she shoved Static’s cock into her mouth, almost as deep as the first time. She didn’t care how it made her throat feel – she barely even noticed. It just felt so good to finally be filled deep inside, to feel that firmness pushing back against her as she squeezed against it. That hunger she’d never been aware of was finally being sated, and it was so warm and hard and wonderful!

When she responded so positively to that, Flash Fire really started going, giving her thrust after thrust. Not quite what Steel had done with Apple Bloom, but it was still a delicious shaft sliding back and forth through her, a heavy set of balls rubbing and bumping against one hind leg, and a strong pair of forehooves lovingly holding her other leg up for her. She came up for breath, coughing again, but her pussy still winked around Flash’s base as if trying to pull him in for even more.

Maybe that actually worked? Because he did start going faster, pushing his cock into her harder. It made her rock back and forth on the couch as he pushed and pulled on her outstretched leg, and she held onto Static for balance. Her tail slid up against the couch’s backrest as Flash’s shaft slid past her pussy lips right next to it. She was rocked back and forth so much that it was hard to keep her mouth on Static’s cock – it kept bumping into her nose rather than being easy to lick, and even his cock began rocking from side to side as her hooves around his base were pushed by the rest of her body moving, so she decided to just lay her head on his thigh and embrace the feelings flooding up from below.

There was a huge, tingling pressure building up inside her, making every muscle she had – and quite a few she was just now learning about – go almost painfully tense. “Mmmn!” she cried, holding onto Static’s cock for dear life. “It’s so good!” She really had never felt anything like this before, she felt so good!

“You want more?” Flash Fire asked.

“More?”

He must have taken her incredulous question as a request, because he suddenly started really pounding into her, giving it everything he had.

And – oh! – he had so much to give! Sweetie Belle’s whole world spun. It seemed like the room was shaking around her. A whirlwind of searing pleasure surrounded her. And she was the bright center of it, burning hot with pent-up tingling bliss that just had nowhere to go. There was so much pressure inside her! How could anypony even survive this? It felt like she could just explode!

She gave up any pretense of taking care of Static’s cock now, leaving him to just watch and stroke himself. All she could do was hold her back stiffly arched and let out a long, urgent squeal punctuated by little gasps every time Flash hilted his cock inside her. The whole experience of her world contracted to just the couch and the ponies on it … and then just to herself and what was going on inside her.

And that’s when something new happened inside of her. Something was happening to Flash Fire’s cock deep inside of her, making it feel bigger and hotter, especially at the deepest point. It was stretching her so much inside!

Now instead of feeling like she could explode, she felt like she had to. But she couldn’t. She just couldn’t! It made her want to scream, but there just wasn’t enough breath in her lungs to spare. Her whole body went rigid, so tense she couldn’t move at all, except for the constant trembling that ran through her. It was unbearable, and the more she struggled against it, the more overwhelming it became.

Things did subside, though – at least for a moment – when Flash groaned and pushed himself as deeply as he could possibly go inside her, holding himself there and gasping for little breaths. And for some reason, his horn lit up.

Sweetie Belle barely had time to notice that before her world was rocked again, this time by Flash’s cock throbbing and pulsing into her. Even more warmth and pressure built up deep inside, sending her into another spasm. With every thump of his cock pumping in her, the pressure grew, but it still just wouldn't release for her.

Finally, it stopped. Sweetie Belle was able to relax just a little bit … only to be thrown into trembling tension all over again as he slowly slid his cock out of her. It was soft now, but even hotter than before. Her pussy winked desperately when it popped free, leaking out a long stream of her juices.

“Phew,” Flash said. “Good thing I remembered the condom spell in time. Did one for your friend, too. Steely can thank me later when he’s not paying foal support.”

Sweetie Belle hardly heard him. That was the furthest thing from her mind right now. All that mattered was the deep, needy ache inside her. “I need—” She let out a keening moan. She didn’t even know what she needed! But she needed it so badly! This feeling was like a rock in her gut that wouldn’t go away.

“Wow,” Static said. “She’s in really rough shape...”

Even though Moody Blues had Apple Bloom sucking his cock again, he still looked over at Sweetie Belle. “Mmm… She’s got it bad, alright. You okay, Sweetie?”

She cried out again, squirming against the couch. Her pussy winked uncontrollably, leaking down along her ass cheek and wetting her fur. Her hooves pawed the air. “Please!”

“I think she’s having a hard time getting there,” Static Impulse said.

Sweetie Belle didn’t know what ‘getting there’ was, but she instinctively felt that she desperately needed it. She nodded vigorously. “Mm-hmm!”

Flash Fire looked past her at Static Impulse. “Hey, um, remember that little magic trick we did with that cute pegasus from Manehattan?”

“Oh yeah…” Static nodded. “She had pretty much the same deal, right? Kept trying too hard and just couldn’t get off.” He thought for a moment, looking down at Sweetie Belle; he was still slowly stroking his cock, but lazily, as if by accidental habit. “Yeah, I think that might be just the thing. And maybe the other guys can help, too?”

“I’m a little busy,” Moody Blues said tersely. Apple Bloom was still working over his cock, and it looked like he was getting really into it.

“Steely?” Static said.

“Sure.” Steel Crescent came over next to Flash, his spent cock swinging under his belly. It made Sweetie Belle shiver to think of him doing to her what Flash just had. There was a twinge of jealousy, too. It just wasn’t fair that Apple Bloom had been the one to feel that.

“Sweetie Belle…?” Flash Fire came closer to her and stroked his hoof down her body, making her fur stand on end and her tail twitch. “There’s something we’re gonna try to help you, but it’s going to be kind of intense. Is that alright?”

“Yes!” she cried desperately. That empty need was still churning inside her. She’d never be able to go on until she finally found some way to deal with this feeling inside herself.

“Okay,” Flash Fire said, “I want you to relax. First, I’m going to lift you up with my magic and hold you in the air so that you can’t brace your body against anything. I’ll also do a little massage on your muscles at the same time, so that you don’t get too tense. Static’s going to do the important part – he’ll be using his magic inside you.”

“And I’ll be right here to guide and help you,” Steel Crescent said, his voice soothingly deep.

Static Impulse touched her mane again. “Are you ready?”

She nodded urgently, desperately. Ready? She wished they’d started hours ago!

Thankfully, there was practically no waiting at all before she felt the zingy touch of magic lifting her off the couch. She’d imagined floating high in the air when Flash had described it, she actually lifted less than a hooflength above the cushions. Flash rolled her over rightway up, which left her looking right toward Static’s grinning face, her hooves dangling freely in the air.

When Static Impulse’s horn lit up, Sweetie Belle felt it instantly. That same zingy touch of magic, but this time teasing in little circles around her pussy lips.

“Mnnn!” she moaned, her body bucking against the hold of Flash’s magic, trying to get that nebulous touch inside herself.

But then, Steel Crescent was right there by her side, running soothing hooves down her body and whispering into her ear: “Ssh, relax. We’ll take care of everything. Just Relax…”

She tried, she really did. The gentle feeling of his hooves and Flash’s magic running up and down her tired muscles did help. They caressed her everywhere – down her back, along her belly and her sensitive teats, up and down her legs and over the curves of her ass – and half the time, she wasn’t even sure whether it was Steel’s hooves or the magic doing it. But it was still so difficult to really relax. There was a place at the core of her where they just couldn't touch from the outside – and that was where she really needed to be massaged the most.

Lucky for her, Static was working on that. His magic probed its way deeper inside her pussy, once again spreading her open. But this time, it wasn’t just warm heat. His magic also tingled and fizzled inside her. And it wasn’t just one shape. It was like a thick tendril that could change direction and even change its size or shape at any time, whatever Static thought would help her the most. Since she was already really worked up – and since his magic tendril didn’t really need to get slippery to get inside her anyway – he quickly got it all the way inside her.

Yes, there! Sweetie Belle moaned again loudly. That was the spot that needed their touch … right there. It twisted inside her, the tip of it caressing her lovingly while the long, thick shaft of it moved and pulsed in a strong, steady rhythm.

She instantly tensed up again, but then Steel Crescent was right there, running his gentle hooves over her body. “Ssh,” he whispered. “Take it easy, let it flow over you like warm water. I’m here for you, just listen to my voice…”

Sweetie Belle did far more than just listen to her ultimate idol’s voice. She closed her eyes and began to imagine it was all him. No Apple Bloom, no other stallions. Those hooves petting her ass cheeks were his, that magic caressing her hard, jutting nipples and her clit was somehow his, and most importantly of all, that amazing-feeling tendril squirming inside her was his magical cock, given to her and just for her, because he loved her so much…

Yes! It was happening! That pressure was building up again, but it was stronger than before.. Every time her body tensed, it was clenching just as hard as the pressure inside her was pushing outward. Every time she started to tense up too much, Steel Crescent was there, lovingly caressing every part of her body at once, even on the inside. It was her ultimate fantasy come true … but there was still an undefinable something missing.

Sweetie Belle knew she was close. She could feel it burning deep inside her. Was she … was she ever going to get there? Would she ever get what she so desperately needed? Her breaths came in frantic, almost panicky gasps, her body squirming in the air. Something inside her just kept tensing and tensing, as if trying to resist the rupturing of pleasure inside her that she just knew had to happen. The magical touch of Steel’s hooves on her body helped, but it was still just so difficult to finally get past that impossible barrier inside herself. What was she going to do? She couldn't take it!

“Come here,” Steel Crescent’s voice whispered in her ear. “You can do it. Just relax and cum for me.”

Her eyes still closed, she turned her head toward where she instinctively knew Steel Crescent was. He must have been able to read the look on her face, because he knew just what to do: he kissed her, gently and passionately.

The touch of his lips against hers was more magical than all the actual magic touching her – more than all the magic in the world. She moaned against him, finally finding the way of letting herself go completely.

Like the popping of a balloon filled with liquid fire, her very first orgasm burst inside her. It started way down deep, the place even that wonderful magical tendril could barely touch, but it spread fast, rolling through her in a wave of uncontrollable ecstasy. Her body tensed again, but not resistively this time – this time it was a kind of celebration, an exuberant release. Even as her pussy clenched down hard against the tendril, squirting out what felt like her very essence, all four of her hooves shot straight out, stretching as far as they could go. The rolling wave of her orgasm flowed to every part of her, down to every hoof, through her tail, charging up through her horn. Sparks flew from its tip, uncontrolled wild magic zinging outward as her body found every possible outlet for the incredible starburst of passion coursing through every part of her.

For a brief moment, Sweetie Belle felt like she could see the stars – all of them – and never mind that she knew she was in a hotel room and it was a cloudy day anyway. As the intense feelings inside her finally began to subside, the breathless wonder they left behind like stepping into a whole new plane of being. It didn’t matter when she touched a stallion for the first time, when a cock actually went inside her, or even when her orgasm had first hit. This was the moment when she stopped being Virgin Sweetie Belle and became… Wait, what was she becoming?

All she knew when Static Impulse set her back down on the couch, still dizzy and lightheaded from her ordeal, was that she liked this, and she wanted more!

Static and Flash did a quick hoof-bump with each other grinning proudly. “I wonder if we could patent that as a treatment?” Flash said. Static just laughed.

And oh look! There was Steel Crescent, the stallion she adored more than any other, smiling right in front of her … and his cock was beginning to hang down and swing under his belly again – he was getting turned on from touching her body!

She licked her lips. Oh yes – she was going to get herself a taste of him this time!
> Chapter 4 - Three's A Crowd
> --------------------------------------------------------------------------

Apple Bloom watched, mildly impressed, as Sweetie Belle overcame the overwhelming orgasm that had just hit her and crawled up under Steel Crescent’s belly, beginning to suck his cock as well as she could manage in her love-drunk state. Wow – she really liked him, didn’t she? It almost made Apple Bloom regret taking him first.

“Whoa, okay!” Steel said, looking underneath his belly and smiling. “You just do what you gotta do, girl.”

Almost made her regret taking Steel first. Because she was not going to regret that, no matter what. She’d promised herself! And besides, he’d felt amazing inside of her, especially when he pumped her full. She’d gladly do that again any day.

Or, actually … given the way they were all looking at her now…

Moody Blues, Static Impulse, and Flash Fire all looked at her, looked into her. It probably would have made her feel really uncomfortable just a little while ago, but now … now it was just making her tail rise up all over again.

And then there was the sight of Sweetie Belle underneath Steel’s belly. She was just completely going at it, rubbing her face all over his balls and his gradually hardening cock as if she just wanted to bathe in him. She faced away from Apple Bloom, and her rump was up high … her tail even higher. Of all the strange new feelings Apple Bloom had learned about today, this was one of the strangest. She’d never thought about Sweetie Belle that way before, but looking at the pinkish white pussy lips winking open between Sweetie Belle’s plush cheeks was doing something strange inside of Apple Bloom. Seeing all those stallions touch her with hooves and with magic had given Apple Bloom a weird desire to touch as well. No. It couldn’t be. She knew she liked stallions … right?

Moody Blues cleared his throat a little, which snapped Apple Bloom’s attention back to the three stallions facing her.

Glancing over at Steel for a moment, Static was the first to say it: “So, um… Looks like Flash had his fun, and Steely’s definitely having a good day…”

Apple Bloom nodded. “But you and Moody haven’t ‘gotten there’ yet, have ya?” she said with a coy grin.

Flash looked blatantly at what Sweetie Belle was doing underneath Steel’s belly. “And I wouldn’t mind having a little taste of that, either…”

“Well come on then,” Apple Bloom said, a big grin on her face. “What’re ya waitin’ for?” She turned sideways and wiggled her rump for them. Her tail was already flipped up high over her back, and she could feel her own pussy winking. Such a strange feeling to be willingly showing other ponies that, but it felt right.

Flash Fire hurried around in front of her, but Moody and Static took a moment behind her.

“Think we can share?” Static said.

Moody nodded. “Promise me you’ll get the condom spell in time, and I’ll let ya have the first turn.”

“You got it,” Static said, coming up behind Apple Bloom.

She could feel him back there, right behind her, even without looking. Some kind of primal, instinctual sense. And that was a good thing, because she was far too distracted with what was in front of her to even think of glancing behind.

Flash Fire had used his magic to separate part of the big sectional couch and drag it over so it would be right in front of her, and as she watched, mouth already hanging open as if preparing for him, he sat down on it, spreading his legs for her.

She’d seen plenty of what was between Moody’s hind legs, and she’d had Steel inside her, but she’d only ever caught glimpses here and there of any of the other stallions. So when Flash Fire’s balls bulged out, lifted up by the seat cushion, when his thick cock bobbled down toward her like a big spring … she just gazed shamelessly, drinking in the sight of him. Unlike Moody’s, Flash’s was light colored – a pale orange, almost yellow – and that somehow made it easier to see every last detail. The smooth roundness of his balls and a tiny orange blemish on the left one. The many little wrinkles around the base of his sheath that suggested his cock was ready to swell even bigger still. The blunt tip of it, still a little wet from Sweetie Belle’s pussy, and the bead of milky clear pre-cum welling up from it. Without thinking about it, she licked her lips.

Before she could actually do anything with him, though, she felt Static Impulse’s chest against the dock of her tail, pressing forward until his chest pinned her tail back against her ass.

“I’ll be gentle,” Static whispered softly to her.

Apple Bloom looked over her shoulder at him. She felt her pussy winking wetly against his chest, and she grinned. This was going to be fun! And maybe she’d even impress them a little… “Pfft, Why gentle?” she said teasingly. “Are you tired?”

“Ooh-hoo-hoo!” Moody poked Static in the side. “That sounds like a challenge! You sure you’re up for it?”

Static reared up, sliding his forelegs up and around Apple Bloom’s ass. “Let’s find out!”

With only a moment to brace herself, Apple Bloom leaned back and spread her hind legs a little. It was a good thing she’d already gotten nice and warmed up, because Static was not gentle about it. He wasn’t callous or brutal, either, but he did push his warm cock into her with firm authority. It was like he knew he had every right to take her, and he was taking advantage of that. It filled her quickly, sliding in with a firm pressure and warmth that Apple Bloom was quickly becoming addicted to. Her own hooves or her sister’s hairbrush handle just wouldn’t do it for her anymore, not after this.

Static pushed her so firmly from behind, in fact, that she was actually forced forward a little, which put her face right down between Flash’s hind legs. When she heard Sweetie Belle take a sharp, hasty breath, she glanced to the side, seeing Sweetie Belle go back to slurping on Steel’s cock.

Well, this was one of those moments when she could learn from her friend’s example, wasn’t it? As Static started moving inside her, she leaned her head down just a little bit further and planted a warm, wet kiss right on Flash’s tip.

How much of what she was tasting was his pre-cum, and how much was Sweetie Belle’s leftover juices? It sure tasted different than when she’d done the same with Moody – now there was a kind of tanginess to it.

She slid her tongue over the warm surface of Flash’s cock, tasting it, wondering if she’d ever dare try Sweetie Belle’s flavor straight from the source, even as Static huffed against her neck and pumped his cock into her. When Flash moaned a little and ran his hoof through her mane, though, she stopped worrying about Sweetie Belle so much and started focusing more on pleasuring the amazing stallion in front of her. It wasn’t every day that a filly got to lick the cock of somepony from One Trick, after all!

Apple Bloom worked her way down Flash’s bright orange cock, planting her mouth sideways against his girth over and over again, mouthing him luxuriantly and tasting Sweetie Belle even more strongly now. It was doing funny things to her head, the mix of the stallion’s firm warmth and the taste of a filly’s nectar together in one.

Or was it Static’s cock slipping perfectly between her inner walls that was doing things to her head? Every time he moved inside her, it sent a wave of tingly pressure through her whole body. Her pussy squeezed down tight around him, especially just inside her entrance, but he didn’t slow down in the slightest. It felt so hard inside her! No matter how much her pussy squeezed him, his cock pressed back just as firm.

“Mmm,” Static moaned. “She’s so tight!”

“Oh man, you gotta give me a try,” Moody said, already edging closer.

“Alright, but don’t take too long!” Static gave her one more good thrust before pulling his cock out, slipping off her back.

Already breathing heavy, Apple Bloom took a moment’s break to look behind herself.

Seeing Moody getting into position, his cock slapping up against his belly, was completely expected. And seeing Sweetie Belle gulping as much of Steel’s cock into her mouth as she possibly could, her eyes dazed and unfocused, wasn’t surprising. But it was a shock to see Scootaloo standing there just outside the suite’s hallway next to Star, both of them staring at her and Sweetie Belle. Both of their manes were a little damp, as if they’d just gotten out of the shower.

“Hey!” Scootaloo almost shouted. “You two ended up doing the same thing! I snuck off for nothing!”

“Well, I don’t know about nothing,” Star said, nudging her.

She nuzzled him. “Yeah, I guess so.”

The other stallions had also stopped what they were doing to look at Scootaloo and Star. Even Moody had paused, almost ready to mount Apple Bloom.

“Hey, there you are,” Static said. “You’re missing out on some first-rate fillies!”

Star hugged Scootaloo against himself. “Not missing out at all!”

Making an odd, lovestruck kind of giggle, Scootaloo craned her neck up and kissed him again, full on the lips. And he kissed her back, just as passionately!

It felt odd to think of it that way, given everything they’d all already done, but that kiss looked way more intimate to Apple Bloom than anything she or Sweetie Belle were doing. “Hey,” she said slowly, “are you two…?”

“Should I tell ‘em?” Scootaloo asked Star.

He nodded, rubbing a hoof through his mane. “I’m guessing your friends are going to find out sooner or later, and I trust my guys not to blab about it too much.”

Beaming, Scootaloo looked toward Sweetie Belle and Apple Bloom. “Star and I are dating now! We’re, well ... special someponies!”

That was enough of a shock to get through to even Sweetie Belle’s cock-drunk state. She poked her head up from underneath Steel. “For real? That’s amazing, Scootaloo!” She gazed up lovingly at Steel, waggling her eyebrows at him.

“Um, no thanks,” Steel said. “You’re a great filly, and you’re doing amazing things down there … but I don’t want to be tied down. Not yet...”

“Are you sure?” Static said jokingly. “Because I’ve seen the kind of novels you hide in your suitcase.”

“That’s PRIVATE!” Steel said tersely.

Moody was still paying attention to Star and Scootaloo, though. “Congrats, bud. But now that you’re a one-filly stallion, I hope you don’t mind if we keep on going with these two – they’re pretty great!”

“Aw, thanks Moody.” Apple Bloom said, a warm feeling spreading through her. The only action Moody had gotten so far was with her, so she knew it was her he was talking about when he said ‘pretty great’.

“Yeah, too bad,” Static said. “I remember how good Scootaloo was with her mouth last time, so I was gonna invite the both of you to jump in. But If the two of you are exclusive now…”

Star and Scootaloo looked at each other. Star cleared his throat. “We, uh, haven’t really talked about that yet.”

“Well that’s a shame.” Moody mounted Apple Bloom, making her gasp when his cock came up and pressed against her very wet pussy lips. “‘Cause we were gonna invite you to have some—” he pressed his cock inside her a little “—fun, all of us together.” It slid further into Apple Bloom’s pussy making her moan at the growing feeling of firm warmth inside her.

“Whoa Nelly!” Apple Bloom said as more of Moody’s cock slipped into her. “It feels so— Mmmn!” The rest of it went in, every last bit. “So big!”

“Star, if you, um want to…?” Scootaloo mumbled.

“Did you?” Star bit his lip a little bit. “I mean, I’d understand if you wanted to, um…”

Their voices were so hard to focus on. Moody was starting to move inside her, and it made her feel like blood was rushing in her ears. But she tried anyway, truly hoping that their fun would be about to get just a bit bigger.

“I thought it was going to just be us…” Scootaloo looked up at star, then at the other stallions with a barely-hidden hunger in her eyes. “But maybe just this once? I, um, wouldn’t want you to miss out on my friends.”

Star smiled and nuzzled her. “I wouldn’t want you to miss out on my friends, either.”

“So, um, just this once?”

“Uh-huh.” Star nodded and kissed her cheek. “Just this once.”

Apple Bloom grinned at them, even as she was pushed forward by Moody’s thrusts inside her. “Well come on over, then!”

“Yeah,” Flash added, a rueful tone in his voice. “Could really use some help over here.”

Oh horseapples! She’d managed to just about forget the stallion right in front of her! That big orange cock of his was just about bopping her in the cheek, but she’d gotten so caught up in Scootaloo and Star – not to mention Moody – that she hadn’t touched him at all for a while!

Apple Bloom went straight back to licking Flash’s cock, hoping to remedy that situation as best as she could. By the time she’d gone up and down his re-hardening length, though, Scootaloo had come up next to her.

Scootaloo nudged her from the side and grinned … and then took Flash’s cock in her mouth without saying anything at all.

And a flash of white to the side made Apple Bloom glance over. Sweetie Belle stood in front of Steel now, shaking her rump at him and raising her tail. His cock was hard again and ready to go. So was Star’s. Apple Bloom’s mouth gaped as she watched the two stallions mount Sweetie Belle from opposite ends, both of them taking full advantage of the plush little filly. Sweetie Belle sure seemed to be getting more comfortable with all of this!

When Apple Bloom turned back to lick Flash’s cock, she … couldn’t. All of it – every last bit! – was inside Scootaloo’s mouth! Apple Bloom’s mouth dropped open, and there was nothing to fill it with. “H-how?”

“She’s pretty great at it, isn’t she?” Flash said, his voice warm and full of appreciation. “You could still, uh…” He glanced down.

Apple Bloom looked down as well, spotting Flash’s big smooth balls just beyond the reach of Scootaloo’s desperately outstretched tongue.

Well, sure, yeah … she could do that. Before tonight, she’d always thought of licking balls as kind of gross. But something had changed inside her. Now it just seemed like of course she wanted to do that. Why wouldn’t she? Maybe it was that they actually looked tantalizing plump and full when she finally saw them up close; maybe it had something to do with the rippling pleasure of Moody’s cock sliding in and out of her pussy. But in this moment, she didn’t hesitate at all to duck her head down below Scootaloo’s – completely ignoring the little bit of scootadrool that dripped down onto her cheek – and planted her tongue lavishly against the firm warm roundness of Flash’s balls. His appreciative moan was all she needed. Well, that and Moody inside her.

At first, she was wondering if Static might switch back, taking her again. It felt so decadent to have had three cocks so far in just one night! It felt so good to switch wantonly like that! Static, though, was busy rubbing underneath Scootaloo’s tail.

He gave a little groan of anticipation. “I keep remembering last time. You, um, mind if I…?”

Scootaloo pulled her mouth off of Flash’s cock which was … a process. Eventually, though, the tip popped out of her mouth, and she gasped in a deep breath before saying, “I mind if you don’t!”

Grinning, Static mounted Scootaloo.

Apple Bloom, though, was taking the brief opportunity to get better acquainted with Flash’s cock. He was completely hard now, and she could feel the heat of him with every lick. She even tried taking him inside her mouth a little bit, though she couldn’t do nearly as much as Scootaloo was able to. It still hurt and gagged her if she tried to go any deeper. How the hay did Scootaloo manage to swallow so much of it?

And there Scootaloo was again, kissing and licking the side of Flash’s shaft, even as she moaned from Static’s cock sliding inside her. Apple Bloom had thought Scootaloo was lucky to score an amazing stallion like Star, but she was starting to realize just how lucky Star was to get Scootaloo!

Apple Bloom slipped her mouth off of Flash’s tip, sure that Scootaloo would want to take back her rightful place as the master of sucking it, and she went back to sliding her tongue up and down the side of Flash’s shaft, enjoying it just a little bit more before Scootaloo would take it all back.

But Scootaloo didn’t take it all back. Instead, she actually matched Apple Bloom’s movements, but from the opposite side of Flash’s cock, so that it was sandwiched between their tongues.

Flash made a happy little sound and reached down with both hooves to caress through both their manes at once. Apple Bloom grinned around the side of his cock and started moving in a more deliberate rhythm, moving both herself and Scootaloo up and down his cock, stroking him to the same rhythm Moody was pushing inside her with.

Of course, that left Apple Bloom looking right across Flash’s cock at Scootaloo. There was just something about the way Scootaloo’s eyes sparkled. It was obvious just how much she was enjoying this. Somehow, that was making Apple Bloom enjoy it even more than she already was.

Moody seemed to be enjoying things, too, if the way he gripped her flanks so tightly meant anything about it. And then there were all the moans from Star and Steel … and the squeaks from Sweetie Belle between them.

Apple Bloom tried to just focus on what she was doing, though. She lavished Flash’s cock with her tongue … and by extension, Scootaloo’s tongue as well. A little thrill ran through her every time she bumped over his medial ring. When she licked among the branching veins around his base, it somehow made her feel the rippling of Moody’s cock inside her all the more clearly. And when she slid her mouth almost all the way up to his tip, her eyes caught a glimmering milky-clear dollop of pre-cum collecting there.

Without even thinking about it, she went even higher, licking up that dollop. The crazy thing, though, was that Scootaloo did exactly the same.

That left the two of them with their tongues and their lips pressed together, the thick and silky mess of Flash’s pre-cum swapping back and forth between them.

Apple Bloom was so surprised that she moved away from Flash’s cock a little. And Scootaloo stayed with her. They were kissing! She was kissing another filly! Her eyes went wide, and the world swam dizzily around her. Scootaloo… Scootaloo was blushing!

“That is so damn hot,” Static said, still thrusting inside Scootaloo.

Flash gave a breathless laugh. “You’re telling me!”

Soon – too soon for Apple Bloom’s liking, Scootaloo pulled away from her, breaking the cummy kiss. “Thought they’d like that!” she said quietly, just to Apple Bloom, before going back to sucking on Flash’s cock, taking it deep deep inside her throat. Apple Bloom could see Scootaloo’s neck bulging.

Had that been all it was, something to show off for the stallions’ benefit? To Apple Bloom, it had seemed like so much more, at least in the moment. Her mouth still slick from Scootaloo and a little bit of leftover pre-cum, she went back to licking Flash’s balls, deeply kissing them now and almost managing to take one completely inside her mouth.

And, apparently, Static hadn’t been kidding when he’d said that seeing them kiss with Flash’s pre-cum had been really hot. Because only a few moments later, he hilted himself all the way inside Scootaloo and squeezed “Flash!” out between his gritted teeth as he struggled to hold himself back.

Flash’s horn flashed just in time. Scootaloo moaned deeply around Flash’s cock as Static came inside her … hopefully protected by one of those condom spells.

For a few long moments, Static stayed there, cumming inside Scootaloo. His motionlessness – except for tiny motions as his cock pumped – contrasted sharply with the way Moody kept plunging inside Apple Bloom’s pussy like it was his to do whatever he wanted with it. Maybe for the moment, it was.

Finally, Static pulled out, his limp cock swinging down and drizzling cum onto the carpet as he staggered over to the couch and flopped down on it, breathing hard.

Apple Bloom lifted her head up from between Flash’s legs to look at Static … but it was Moody who caught her eye. He looked thoughtfully between her and Scootaloo, licking his lips slightly.

“You fillies feel like trying something new?” He said, with a clear hint of hopefulness in his voice.

Even though she had no idea what Moody might want more than having his whole cock inside her pussy, Apple Bloom nodded. It all felt so good … and that somehow made her feel ready to give these amazing stallions anything they wanted.

“Um… Uh-huh,” Apple Bloom said.

Moody grinned wide. “Nice. How about you and Scootaloo lay down here on this cushion. No, no, not like that.” He stopped them for a moment, helping turn Apple Bloom over the other way. “Yeah, that’s it – face each other. Nice and close now.”

They were nice and close now. Very close. So close that it was giving Apple Bloom some very interesting and very unsettling feelings. She was on top of Scootaloo and looking down at her. Scootaloo looked back up with sparkling, anticipatory eyes. Apple Bloom felt the soft warmth of Scootaloo’s belly fur underneath her, the lean muscles of Scootaloo’s flanks between her hind legs, and the tight grip of Scootaloo’s forelegs around her withers. She could feel every breath Scootaloo took. And somehow, crazily, it was making her even hotter, making her pussy wink. She hoped she wasn’t dripping anything down between Scootaloo’s legs … or if she was, that Scootaloo wouldn’t feel it.

While Apple Bloom was coming to terms with being so close – so intimate – with Scootaloo, Moody came up and got himself positioned behind both of them. “Mmm… Now that’s a pretty picture!”

He pressed forward, but Apple Bloom didn’t feel the sudden pressure and fullness under her tail that she’d expected. Instead, Scootaloo jerked and gasped underneath her, letting out a long, low moan.

Apple Bloom turned her head to look up at him, even as Scootaloo began rocking rhythmically underneath her.

Moody shrugged, even as he grabbed onto Apple Bloom’s hips for leverage. He met her eyes with no shame. “Can you blame me?”

Well, Apple Bloom supposed not. He’d already felt her after all. Of course he’d want to start with Scootaloo next. But that didn’t stop her from feeling awfully empty and neglected at the moment. Thankfully, that moment was very short, because he reached his hoof down and began lightly stroking her pussy. It wasn't much, but it was enough to keep her buzz going, and she knew she'd get much more than that soon. She looked up at him with a challenging grin, hoping to get him to make that switch all the sooner.

And looking that way gave her a nice little show to watch. Steel had mounted Sweetie Belle, and he was giving her lots of long, firm thrusts that made her squeak each time … made her squeak against the tip of Star’s quickly recovering cock, which she held in her mouth.

Flash must have seen where she was looking – or maybe the way she licked her lips – because he held his own cock right in front of her. “Want to keep going?”

Apple Bloom looked up at him, thought for a moment, then nodded. Scootaloo was already nuzzling Flash’s balls from below. And, well, when she looked back down at his cock, she had to admit it was a pretty nice one. Yeah, she wouldn’t mind getting another taste as Moody hoofed her.

The feeling of Flash’s warm tip between her lips wasn’t quite everything she needed, but Apple Bloom could still enjoy it well enough. Not only was it way beyond any level of sexual discovery she’d made it to before tonight, it was Flash Fire! She’d been swooning over posters of him and the other members of One Trick since she was just a little little filly, and any other filly she chose to tell about it later would be super jealous about it, if they believed her at all. Heck, for that matter, a lot of full grown mares would be jealous as all get-out that she’d had the chance to suck Flash Fire’s cock. So she enjoyed what she had, tonguing his tip right where the salty pre-cum leaked out, brushing her lips down the side of his shaft, and even opening her mouth wide and letting him push it into her throat a little. He was pretty conscientious about it, being careful not to give her more than she could handle.

And, as it turned out, Flash wasn’t the only stallion taking care to give her what she wanted. Soon, Moody pulled his cock out of Scootaloo, making her squeal unhappily around Flash’s balls.

Apple Bloom, though, hummed in contented anticipation around the tip of Flash’s cock. She didn’t mind that Moody had pulled his hoof away from her pussy lips. She knew what was coming for her…

There it was! Moody’s tip – very slick with Scootaloo’s juices – squished up against Apple Bloom’s pussy lips. It paused there for only the briefest of moments before spreading her deliciously open and plunging inside. That was Scootaloo’s slickness she was feeling deep inside of her pussy! A little bit of Scootaloo was inside her now, and she was not sure how she felt about that except that it felt amazing.

She moaned and let the force of Moody’s thrust push her onto Flash’s cock, letting it go deeper than ever before. And for one blissful second, she felt nothing but warmth and fullness from both ends. Nothing but firm, hot cock spreading her from the inside out. Soon, though, it was too much for her tight and tender throat. She gagged and pulled herself off of Flash’s cock, leaving a string of drool connecting her to the tip for a moment. And, of course, pushing back like that only served to get Moody’s cock deeper inside her. All the way in. She didn’t mind that part, though. That felt good.

It felt even better when Moody started moving inside her. He seemed to somehow know that she was a little overwhelmed at the moment, and he took it slow and easy. Though, in some ways, that felt even more intense. She could feel every little nuance of the way his cock slid against her inner walls. It made her shiver; it made her fur stand on end; it made her clench down hard, both inside around Moody’s cock and outside – all four of her legs squeezed tightly around Scootaloo’s curvy little body below her.

To her surprise, Scootaloo squeezed back, holding the two of them tightly together. The warmth of Scootaloo’s body underneath her was almost as all-pervasive as the warmth of Moody’s cock inside her.

But squeezing Apple Bloom as Moody rocked her gently back and forth wasn’t all that Scootaloo had in mind. After all, Flash’s cock was right there in front of her, dripping, and completely without any nice filly’s mouth to nestle itself inside of. Scootaloo tilted her head back and opened her mouth wide, holding her tongue out.

Flash was quick to take the opportunity. He leaned back a little to line up his tip, and then he pushed it deep, deep into Scootaloo’s waiting throat.

Apple Bloom’s eyes went wide as she watched Flash’s entire cock slide into Scootaloo’s mouth. How did she do that? She’d have to get Scootaloo to teach her someday … and wouldn’t that be fun? For now, though, she just held tightly against Scootaloo’s body and watched in awe. Of course, having Moody’s cock thrusting in and out of her pussy while she watched only made watching all the more enjoyable. He was moving faster now, taking advantage of how wet and welcoming her pussy was becoming.

Moody didn’t see fit to stay with her, though, not with another filly so easily available. He pulled out of her and thrusted abruptly into Scootaloo instead, making Scootaloo moan deeply around Flash’s cock. After that, Moody started switching with almost every thrust, swapping his dripping-wet cock from one eager pussy to the other. Apple Bloom knew her juices were getting so mixed up with Scootaloo’s that there might as well not be any distinction left … and she was starting to get more than okay with that idea.

And with how close together they’d pulled themselves together, Apple Bloom could clearly feel Scootaloo’s teats against her own. She pressed down even more as Moody went back to Scootaloo’s pussy, as if chasing his cock, trying to get him inside her again instead.

At first, she’d thought that worked. She felt something warm and firm and wet press against her clit when it winked outward. But when Moody switched back to her, sliding his slick cock into her effortlessly, she still felt that wonderful little bump moving against her clit. It took her a moment to realize just what she was feeling.

“Scootaloo!” she said breathlessly. “I can feel your—” She couldn't bring herself to outright say it. That would be too much, to admit out loud that their clits were kissing. Her pussy … was touching another filly’s pussy!

With Flash’s cock in her mouth, all Scootaloo could give in return was an indistinct moan. And maybe that wasn’t even a response. Maybe that was just because Moody had shoved his cock inside of her again.

And speaking of stallions shoving cocks inside Scootaloo… Flash was taking more and more liberties with Scootaloo’s apparently invincible throat. He was pounding in harder and harder. His tip was beginning to flare! Stunningly, Apple Bloom could see it happening: the visible bulge in Scootaloo’s neck grew bigger and bigger as Flash neared his climax.

Apple Bloom couldn’t help it – it was just too mesmerizing to resist. She leaned her head down close and licked Scootaloo’s neck, right where the bulge was pumping up and down inside. She could feel it! Through her tongue – and right through Scootaloo’s soft fur – she could feel Flash’s cock moving!

“So … hot!” Moody panted from behind her, apparently enjoying the show. Enjoying it so much, in fact, that his own cock began to flare. Now when he switched between the two of them, he could barely manage to squeeze the broadly swollen tip through their tight entrances.

He surely did, though. It made Apple Bloom squeak each time his massive flare invaded her so recently virginal pussy.

Trembling now, Moody shoved himself all the way inside Apple Bloom. “Flash!” he shouted breathlessly. “The spell! I’m gonna—”

Flash just groaned, though, shoving his cock as deeply as he possibly could inside Scootaloo’s throat. With her tongue still against Scootaloo’s neck, Apple Bloom could feel the rhythmic pulsing of Flash’s cock pumping cum straight down into Scootaloo’s belly.

Moody shuddered; his cock twitched. Apple Bloom wondered if she was about to feel pumping cum inside her, too … if she was about to get pregnant, because it looked like Flash was in no fit state to be doing any kind of magic spells.

It turned out that Moody did have enough self-control to save the day, though. He pulled out of Apple Bloom’s pussy at the very last moment. And instead of putting it back inside either of them, he shoved it between the two of them.

His cock, slickened with two fillies’ worth of juices, squeezed between the two of them easily, sliding over their plush little teats and then into their soft belly fur. He’d barely gotten it in there before the first heavy, wet, and oh-so-warm gush of cum squirted out between them.

The first thick splash of it came out so vigorously that it forced its way between Apple Bloom and Scootaloo’s bodies, all the way that a white glob came to rest on Scootaloo’s neck right below where Apple Bloom was licking. She took a moment to think about it before leaning down a little lower and licking it up. So warm and salty-smooth! Both stallions were still pulsing. Scootaloo had to swallow hard to keep up with Flash’s cum. Apple Bloom could feel her working to gulp it down as she licked. Scootaloo was getting the bulk of Moody’s cum, too, since she was on the bottom. Some of it stuck to Apple Bloom’s belly fur, but most of it dripped down and pooled around Scootaloo. She was just getting bathed in the stuff!

Before long, both stallions were completely spent. Scootaloo’s neck stopped pulsing, and she stopped struggling to swallow down the thick, gooey cum. Moody’s cock went still between the two of them, then softened as he began to slide it out.

Moody stumbled over to the couch and flopped down with a supremely satisfied groan. Flash slipped his withering cock out of Scootaloo’s mouth and just dropped right where he was on the floor, panting from all the excitement. But Apple Bloom was far from satisfied. Her pussy still winked incessantly. Moody’s rutting had just been too intermittent for her to get off from it. She needed more!

When she looked down at Scootaloo, her eyes caught on a little dribble of missed cum on Scootaloo’s lips. A bit extra from Flash that he’d released on his way out.

This time, she didn't even think about it. She just dove right in, kissing Scootaloo square on the lips and slurping that cum off of her. It wasn’t going to get her to any kind of orgasm – she knew that well enough – but she just couldn’t help it. She needed something.

Scootaloo’s eyes wet wide, and she squeaked a little. She was obviously too shocked to do much in the way of returning the unplanned kiss.

When the cum was cleaned off and Apple Bloom pulled away for a moment, looking down at Scootaloo, Scootaloo blushed hotly, looking away.

Apple Bloom gulped … and not just to swallow the cum she’d just gotten in her mouth. “Oh, um… Sorry. I just figured it’d be alright if I—”

“It’s okay,” Scootaloo said, cutting off Apple Bloom’s excuses for a moment.

But Apple Bloom still felt like it needed some explanation. “It’s just that I got so turned on and wanted more, and there it was. I wasn’t thinkin’ about…” Well, she didn’t really want to say what it was she hadn’t been thinking about.

Scootaloo squirmed out from underneath her, aided a little by the slickness of all the cum she was covered in. “Yeah, don’t worry – I get it. I think I’m about finished.” She laughed, looking down at her cum-matted fur. “But I get it. Maybe…” She looked over toward Star, Steel, and Sweetie Belle.

Apple Bloom looked as well, just in time.

Sweetie Belle pulled her mouth off of Star’s hard cock and instead looked behind herself at Steel. “Inside!” she pleaded.

But Steel shook his head. “I get a say in it, too, and I am not ready for foals!” He yanked his cock forcefully out of Sweetie Belle’s pussy, overcoming her efforts to push back against him and spewing his cum out on the carpet between her hooves instead of in her pussy. Sweetie Belle whined plaintively at the waste, but she wasn’t able to get him back inside.

Star, his cock momentarily neglected as Sweetie was so focused on trying to get her ultimate idol’s cum, stepped back and looked at the puddle of cum on the carpet. He shook his head. “We’re definitely going to end up paying that extra cleaning fee…”

Apple Bloom, though, mainly just saw the one thing she wanted most: a hard cock that hadn’t been emptied yet. She licked her lips.

Scootaloo must have seen that, because she laughed knowingly. “Oh go ahead and get some – I don’t mind sharing a little!”

It was a good thing Scootaloo didn’t mind, because Apple Bloom probably wouldn't have stopped even if Scootaloo had told her to back off of her new special somepony. Apple Bloom hurried over toward Star…

But she wasn’t fast enough. By the time she’d gotten there, Sweetie Belle had already turned around and presented for him. He was already mounting her!

Before Apple Bloom could say anything, Star slid his cock into Sweetie Belle’s pussy, making her squeak with joy … joy that should have been Apple Bloom’s.

Thoughtlessly, Apple Bloom dove right in underneath the two of them, planting her lips against what little of Star’s cock wasn’t inside Sweetie Belle. If that was all she could get, she was going to get it!

“Hey,” Sweetie Belle said, “get your own! There’s plenty of other stallions.”

Apple Bloom’s mouth was too full to say anything, but Star said it for her with a laugh: “I don’t know … they’re looking pretty worn-out.”

It was true. Even from between Star and Sweetie Belle’s legs, Apple Bloom could see that the other stallions were absolutely wiped out. Steel, Moody, Flash… Only Static Impulse seemed to have any life left in him. He was stroking his cock as a very messy Scootaloo worked over his balls, but he was still only at half-mast at best. If Apple Bloom was going to get any stallioney satisfaction, it would have to come from Star. There just wasn’t anypony else left.

Sweetie Belle must have accepted that, because she accepted the competition without any further complaints. What did she have to complain about anyway, really? She was getting some first-rate cock, after all, and that left Apple Bloom with just a little bit of Star’s shaft in her mouth. If anypony had the right to complain, it should have been Apple Bloom!

Still, Apple Bloom made the best of it. As hungry as she was for a little male attention, it wasn’t too bad to have the base of Star’s cock sliding back and forth between her lips or to have Star’s big, full balls bouncing against her cheek. It was almost – almost – enough for her.

Of course, she still tried for a little more. That’s why she really put her heart into licking and slurping every bit of Star’s cock she could still reach. She didn’t even stop when she started tasting Sweetie Belle’s tangy juices on him. Not even when he pushed deeper into Sweetie Belle, forcing Apple Bloom’s mouth closer and closer to her friend’s pussy lips.

It was an accident the first time. It really truly was. Apple Bloom had her tongue planted firmly against the side of Star’s shaft when he pushed deep, deep inside Sweetie Belle. And when his cock disappeared entirely inside Sweetie Belle, that left Apple Bloom’s tongue planted squarely against Sweetie Belle’s plush, warm – and very stretched – pussy lips. Apple Bloom’s eyes went wide at the soft and smooth feel of one of her friend’s pussy … but she didn’t move. She didn’t pull away.

After that, even though she might have denied it if anypony asked, Apple Bloom purposefully let Star’s cock push her toward Sweetie Belle’s pussy again and again. She couldn’t help it – those soft and supple pussy lips felt so nice to lick, and the girlish little gasping sounds it teased out of Sweetie Belle were just too precious to give up.

Soon, she was giving more attention to Sweetie Belle than to Star – not to mention a little attention to herself with her hoof down between her hind legs. In a way, she hoped they wouldn’t notice. In anther way, though, she really hoped that they would … or at least that Sweetie Belle would. And then Sweetie Belle would want more, and she’d want to return the favor, and the two of them would kiss each other and touch each other and lick each other and…

Apple Bloom had gotten so caught up in her little fantasy – not to mention her hoof work down below – that she scarcely even noticed when Star pulled his flared cock completely out. All she cared about was that she now had totally unimpeded access to Sweetie Belle’s pussy … which she took full advantage of. She planted her lips right up against Sweetie Belle’s plush wet pussy and plunged her tongue inside, tasting her friend’s juices straight from the source with every wink and every drip.

She would have kept going, too, if Scootaloo hadn’t rushed over and grabbed both of them. “Come on! Give him a big finish!” Scootaloo said, shoving both Apple Bloom and Sweetie Belle down into kneeling positions next to her on the floor.

Only then – when she was no longer distracted by a lovely young pussy in front of her muzzle – did Apple Bloom finally look up and see Star jerking himself with his hooves and straining to hold himself back as his tip flared even wider.

Scootaloo closed her eyes and opened her mouth, sticking out her tongue, and Apple Bloom was proud that she picked up on what was about to happen faster than Sweetie Belle did, quickly mirroring Scootaloo’s actions and preparing to take Star’s load right along with the other two fillies. She did more than just that, though. In their rush to get in position, the three of them had gotten a little bit mixed up and tangled. The upside of that was the way somepony’s leg had ended up right underneath Apple Bloom’s rump. She wasn’t even sure whose leg it was, but that didn’t stop her from pressing herself down against it, rubbing her pussy lips against the soft fur and the firm warm curve underneath. Yes! Somehow, not knowing which of her friends it was made it even better! Those fantasies were swimming through her head even more strongly now, and this time they involved both of her friends doing everything she could imagine with each other.

It was a shock when she felt the first thick rope of cum splat across her face – she’d just about forgotten about Star entirely! She moaned right along with the other two fillies as more and more cum coated all three of them … but she had a little secret. She had more reason to moan than either of the other two. How could something as simple as rubbing herself on another filly’s leg feel so good?

Soon enough, the cum stopped flying. Star had probably spent himself pretty thoroughly when he was alone with Scootaloo, so he didn’t have all that much left to give now. She kept on rubbing herself against that leg underneath her, though. She was getting so close! She just couldn’t stop, not now!

What really surprised her was when she felt somepony kiss her cum-splattered face. Probably Scootaloo, guessing by the direction it came from. She was so shocked by it that she didn’t react right away. It felt nice, though, really nice to have Scootaloo licking the gooey cum from her face.

Once she got over the shock, though, Apple Bloom was all over it. She groped blindly for Scootaloo and then pressed one hoof against the back of Scootaloo’s mane, pulling her closer so she could kiss her in return. And rather than focusing on licking the cum from her friend’s cheeks like Scootaloo had been doing, she simply kissed Scootaloo right on the lips. That got her a little cum – only as much as Scootaloo hadn’t swallowed yet – but that wasn’t really what she was going for. What she really wanted was the soft, supple feel of Scootaloo’s warm lips … the gentle caress of the other filly’s tongue against her own.

And when Sweetie Belle started joining in, Apple Bloom was on her in an instant. Sweetie Belle’s response was gentler, more hesitant. She moved like she was really unsure of herself, unsure of what Apple Bloom was doing … but Apple Bloom was in heaven, and she wasn’t about to stop now. She ground her wet, winking pussy hard against that thigh underneath her. Whether it was Scootaloo or Sweetie Belle, they had to have noticed by now, right? But Apple Bloom didn’t care. She was so close! Just a little more…

It turned out that all she needed was to twist her way sideways just a bit. That moved her from rubbing on somepony’s leg to slipping against something much softer and much wetter. She still wasn’t quite sure which of her friends she was rubbing on, but the little squeak Sweetie Belle made gave her a hint. The warmth of another filly’s pussy against her own was amazing. Easily the best thing she’d ever felt, even given everything else that had happened tonight.

Finally, Apple Bloom came, just as she managed to meet both of her friends’ lips in a sticky, messy three-way kiss. She shuddered in place, her body jerking against that lovely soft pussy between her legs. She must have been absolutely drenching her in slick juices, but she didn’t care. “Sweetie Belle! Scootaloo!” she moaned desperately against her friends’ lips. She’d never felt so close together before, so loved.

Finally, when she came down from it and leaned back to pant and catch her breath, she opened her still-sticky eyes to see both of her friends staring at her with shocked expressions. That wasn't quite the way they’d looked at her in the momentary fantasies that had just been filling her head.

Sweetie Belle glanced away, then back at Apple Bloom. “So, um…?”

“That was super weird.” Scootaloo laughed nervously.

“Really amazingly hot, though,” Star said. “I’m glad we decided to share one more time. Would have hated to miss out on this!”

For now, Apple Bloom didn’t worry herself over what any stallion thought. Not after what she’d just discovered about herself. Now that she’d caught her breath, she was finally ready to tell them how she felt. “Girls, I… I think I like fillies just as much as colts.”

“Yeah.” Scootaloo nodded and shrugged as if it was obvious. “We kinda noticed.”

“And… And I think I like you girls! Can we… Can we be, you know...?” Apple Bloom faltered as she saw the expressions on her friends’ faces.

“I’ve kind of already got a special somepony now,” Scootaloo said, rubbing the back of her head.

“And um, Apple Bloom?” Sweetie Belle cringed and blushed, but she forced herself to say it. “I really like you – as a friend – but, um … I don’t really feel that way about fillies. Pretty sure I’m into stallions.” She shot a significant glance toward Steel, who pursed his lips and looked away, blushing.

Apple Bloom deflated a little. “Oh…”

“But we could help you find a special somepony!” Sweetie Belle was quick to add.

“Yeah!” Scootaloo raised her hoof in her triumphant yell. “Cutie Mark Crusaders matchmakers!”

Shrinking back, Apple Bloom bit her lip. “Um…”

Sweetie Belle beamed with glee, though. “We are going to find Apple Bloom the perfect fillyfriend! Yay!”

Uh oh… Apple Bloom felt herself starting to break out into a little bit of a cold sweat. What the hay had she gotten herself into now?

Star just chuckled at them a little bit, though. “That sounds amazing, and I really hope Scootaloo tells me all about how it goes … but maybe we should get washed up first?”

“Yeah!” Sweetie Belle said, rushing over toward Steel. She didn’t seem to notice the blatant wet patch on her thigh. Then again, she had a lot of wet patches after all they’d been through so far. She grabbed one of Steel’s legs. “And then we’ve got to discuss sleeping arrangements!”

Apple Bloom looked around at the other three stallions … and at her two friends. Where would she sleep tonight? Well, she could figure that out later. For now, Star was right. They all really needed a shower now.
> Chapter 5 - Epilogue
> --------------------------------------------------------------------------

Finally, things had cooled down. Scootaloo was curled up on the couch with Star lying behind her, one of his forehooves resting on top of her and his hind legs curled around her rump. From how little he moved and how deeply he was breathing, she suspected he might already be asleep.

Now that the other two girls had both gotten themselves thoroughly worn out, they were both relaxing next to Steel Crescent – he idly petted both of them as he relaxed back against the couch cushion, even though his eyes were obviously on Apple Bloom. His cock was still halfway erect, lying limply against his belly, but apparently both he and the two girls were too tired to try doing anything more with it.

Of the other three stallions, Static Impulse and Flash Fire had both already gone off to get showers. Luckily this suite of rooms had three different bathrooms and three different showers, so there wasn’t too much competition for it. The only one left actually doing anything in this main room was Moody Blues, who slowly went around the room, flicking most of the lights off. For some reason, they were all in wall sconces with their own individual light switches … hotels just did that sometimes.

She was glad he was doing that. It was nice … made the room feel more quiet and peaceful.

Once Moody had gotten most of the lights, he came back toward the couch. “It’s getting late,” he said, his implication clear.

Star jerked behind her, suddenly shifting … and then he finally lifted his head up. “Oh…” He looked up at the clock. “Oh damn. Wow.”

Stretching luxuriantly, Apple Bloom yawned. “Yeah … we’d better be gettin’ on to bed, huh? It’s gonna be morning soon.”

Technically, it was morning now, but Scootaloo didn’t feel like arguing the point. She didn’t feel like doing much of anything besides enjoying the warm presence of Star’s body right behind her.

“Do you think we could stay the night?” Sweetie Belle asked, looking hopefully over at Steel Crescent. “We could … share beds, you know, if there’s not enough.”

Moody laughed a little. “Pretty sure we planned on that to begin with, but I sure wouldn’t want none of ya in my bed … not until you’ve washed up a bit.”

Scootaloo huffed to herself a bit. And whose fault was it that the three fillies were so messy, hm? She’d actually got the worst of it, probably ending up the dirtiest of all three of them. And it was Moody himself who’d done that. Her belly fur was crusty and musty from when he’d pulled out at the last moment and came between her and Apple Bloom. Kind of hypocritical of him to be complaining about the mess, wasn’t it? Luckily, Star didn’t seem to mind – he kept his hoof lovingly wrapped around her, mess and all.

And that just happened to be when Static Impulse came out of one bathroom, still rubbing a towel in his mane with his magic.

Sweetie Belle grinned. “Say, Steelie… You wanna come get a shower with me?” She winked at him lasciviously.

Steel, though, hugged Apple Bloom against himself. “What do you think – wanna join us?”

Raising his eyebrow, Static stared at the three of them. “Uh… It’s not a very big shower.”

That didn’t stop all three of them from getting up and heading there together, though. “We’ll just have to squeeze in real close,” Steel said mirthfully as he trotted along with the two fillies.

As they passed by, Apple Bloom winked at Scootaloo. “So this is what you did with them last time… No wonder you were so secretive about it.”

“Now it’s our turn!” Sweetie Belle squeaked happily.

Scootaloo didn't begrudge him for the fun … nor Apple Bloom and Sweetie Belle. Let them have their fun, if they still had the energy for it. She was happy enough just with Star.

And it wasn’t just because he was, well, a star. Okay, sure, that sure was nice and all. To think that he’d gone from being a poster on the wall and somepony to squeal about at concerts … to actually being her special somepony! It was crazy, it was exhilarating, and she still couldn’t quite believe that it had actually happened.

But there was so much more than that. He was kind, he was thoughtful, he was understanding … even though ponies said you should never meet your heroes because you’ll be disappointed in them, Star had ended up being so much more than the rockstar she’d been expecting. Now that she’d met the pony underneath all the glamor, she couldn’t imagine wanting to be with anypony else.

Beyond that … she kind of got the sense that she might be good for him, too. Sure, he was living the rockstar life, he had some great friends, and he could have any mare he wanted … but even though he tried to hide it, she got the sense that he was somehow lonely.

Just from the way he clung to her as they cuddled here on the couch… When was the last time he’d been able to cuddle with someone, to hold them close? Sex was one thing, and it was awesome, but it wasn’t the only thing a stallion needed. She’d be able to give him more, give him that little extra bit of love he’d been missing. And in the meantime, it made her feel like the most special, luckiest filly in the world!

Tilting her head back toward him, she nuzzled his cheek a little, reveling in the soft warm touch of his fur.

He stirred again – he must have been just about to fall back asleep. “Mmuhm?” Shaking his head, he raised himself to a sitting position. “Right, right… Um… I guess we’d better get another shower before bed, huh?”

Gently, she raised herself up and kissed him, then let herself sluff off the side of the couch and onto the floor, where she stretched her back opulently.

Of course … it didn’t hurt that Star was right behind her while she stretched. She could feel his eyes on her as she stuck her rump upward. It felt nice to be desired like that. She could feel it like a warmth blooming deep inside of her. Or ... wait! They'd never done any kind of contraceptive spell on her! Was ... was that warmth what being pregnant felt like? Or was she just imagining it? In a way, she wanted it. She really wanted it. But what if it ended up getting Star in trouble? Well, this didn't seem to be the time to mention it. Maybe they could do the spell tomorrow. The longer they waited, the less likely it was to work, but at least for now, she was very much okay with taking that chance. They'd figure it out, wouldn't they? And she was already starting to warm up to the idea...

Star came down next to her and brushed a hoof through her mane. “Come on,” he whispered, beginning to walk back toward the shower.

To Scootaloo, that was an invitation to far more than just a shower. It was an invitation to a whole new life … and she couldn’t wait to take him up on it!