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Clockwork yawned quietly as he opened his eyes, and he transformed back into a stallion and quickly took a shower, then threw on a tee shirt and sweatpants, and some socks. He then went downstairs and turned on the coffee maker with a soft smile. Today was Saturday, and as such, he was going to kick back and relax. He idly wondered what Velvet was up to, but he wasn't keen on pursuing that train of thought until he had his coffee.

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The sound of slow footsteps from the stairs announced Velvet's presence. She tiredly strolled into the kitchen with a distant look in her eyes, and she slumped over the counter. She rested her elbows on the counter top, and then laid her head in her hands with a groan. "Coffee?" She asked softly. Her brain felt like mud this morning, as it did every morning before she had her coffee.

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Clockwork smiled and poured a mug of coffee for the mare, mixing in s little milk and sugar before placing it before Velvet on the counter. "Coffee." He said with a smile. As he sipped his own mug, he looked over to the beautiful mare with a soft smile. "So how did you sleep? I apologize if the bed wasn't as comfortable as you would have liked. It's not very broken in." The stallion looked at Velvet curiously, wanting to hear her answer.

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Velvet grinned slyly at Clockwork as she took her cup of coffee in her hand. "Oh, I slept just great." She purred as she briefly glanced over his body. Then, her grin suddenly turned into a frown. "Listen, we need to talk. I..." She sighed as she let her head roll forward, almost as if she was about to faceplant into her mug. "Don't be mad, but I know, okay? You're still a nice guy, and the fact that you didn't try to eat me the moment we were in your house seems to prove that." She raised her head up with an almost fearful expression, fearful that she might be evicted twice in the same week. "I went to check on you last night, and when I heard weird breathing from your room, I felt like I needed to know what was up if we were going to live together." She gripped her cup tightly as she brought it to her lips, awaiting the explosion of anger that she thought was inevitable.

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Clockwork sighed and just hung his head, feeling tears of shame roll down his cheeks. "You must think I'm a freak or something... I didn't want to tell you because... I was afraid you'd leave... You're the first friend I've had in so long..." The stallion looked away as his hand gripped the counter, the maple wood getting dents in it from his unnatural strength. He sobbed a little as he felt all his shame and pent up sadness laid out, and he hoped that Velvet wouldn't leave him to wake up to an empty house again. He woke up this morning feeling so much better than normal, and he didn't want to be alone again.

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Velvet darted around to Clockwork's side, and then she pressed her soft lips to his in a deep, passionate kiss. She moaned sensually as she held the kiss for a good five seconds, and then she pulled away with a big grin as she looked him in the eye. "I have absolutely no intention of leaving, handsome. You've been nicer to me than anyone has, and I fully plan on hanging around." She then slowly and teasingly ran her finger down Clockwork's arm.

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Clockwork blushed and silently stammered at Velvet's actions, and he slowly set his mug down, then wrapped the mare in an affectionate, gentle hug around the shoulders, placing a soft kiss on her cheek. "Thank you. That means a lot to me. I would love it if we could perhaps just relax together for a while. We could talk a little and get to know each other better."

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Velvet blushed, and she grinned eagerly at Clockwork's request. "Sure thing." Her grin faded a little, and she looked away with embarrassment. "Later, could you help me get my stuff from my apartment? I can't afford movers or, well...anything." She turned to him with an almost desperate look. "That's why I got evicted. My business doesn't sell enough to make a living."

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Clockwork smiled and nodded, placing an affectionate kiss on the mare's cheek. "Of course. I'll hire a moving carriage later today and help you pack your things." The stallion looked Velvet over curiously. "Pray tell, what is your business?" Clockwork hoped to be a pleasing coltfriend to this beautiful mare, but he was unsure of what to do, being alone for so long.

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Velvet's grin returned full force, and she shifted her hips, "I make and sell blades of all sorts. Fun, but not really that profitable here." She subtly gestured one of her hands towards her cleavage, which was much more exposed now that she was leaning over. After the dream that she had last night, and how nice Clockwork had been, she could definitely see herself having a nice roll in the sheets with him. After being lonely for so long, he could probably use the touch of a mare.

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Clockwork's eyes were conflicted over keeping respectful eye contact and ogling Velvet's beautiful curves, though she didn't have much cleavage to flaunt, he admitted to himself, but he didn't care about that when she was a curvaceous, seductive mare anyway. "So... Umm.... Is there anything you'd like to do?" He asked as he sipped his coffee, his normal composure seeming to be leaving him. "You seem to want to do something right now...."

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Velvet let her eyes fall half-lidded with a soft hum, as if she was repressing a chuckle. "I just wanted to...thank you, for saving me from homelessness, if you catch my drift. I'm really grateful for everything you've done for me." Her eyes seemed to carry a bit of love and admiration for Clockwork. Indeed, he did make her heart flutter a little.

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Clockwork blushed furiously, and he looked away with a nervous expression as he held his mug in both hands, feeling his heart flutter and his legs tremble a little. "I... I've never done... it... before..." He said quietly, feeling equal parts shyness and embarrassment, and he also felt a little shameful. What if he doesn't give Velvet the experience she wants? "I... You don't have to thank me..."

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Velvet brushed a strand of hair out of the way before she took a hold of her coffee mug, and then she stood up and walked over to Clockwork, standing intimately close to him. "Oh, but I want to. A nice stallion like you should be...appreciated, especially after being alone for so long." Her seductive eyes gleamed with admiration, and she seemed eager to go through with this.

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Clockwork took a small step back, feeling a bit uncomfortable with how forward Velvet is being. "Miss Velvet... I appreciate the offer, but you're being too forward with this for comfort. As I've said, I've never done this before, and..." The stallion let out a soft sigh and set his mug down, resting his head in his hands. "I just want my first time to be with a lover. Someone I know I will fall asleep with and wake up to every day. I just..." Clockwork looked ashamed and embarrassed with what he said, and he went into the dining room and sat down at the table, slumping forward and trying to not let Velvet see is conflicted feelings.

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Velvet sighed to herself before taking a sip of her coffee, and then she quickly walked into the dining room and sat down across from Clockwork. "Look, I understand what you mean. It's just the only way I have of paying you back. I don't have any money of any sort, and you've pretty much saved my life." She took a quick sip of her coffee, feeling more of fog clear from her mind as the caffeine. "I really want to get to know, though. Then, maybe I'll we can try doing...us. Dating, I mean."

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Clockwork looked up with soft eyes, seeming to be sad, but also hopeful. "Velvet, I.... I would like to be intimate with you, but... If we do, please promise me that you won't leave... I don't want to wake up alone with only a note on the nightstand..." The stallion stood up and slowly, gently put a hug around the pegasus' shoulders, feeling his tears soak into her mane.

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Velvet gently nuzzled Clockwork's cheek as she returned the hug. "Aw, you're really sweet." She said softly, and then she gave him a kiss on the cheek before looking him in the eye. "I don't plan on leaving anytime soon, sweetie. You've given me a fantastic home and food to eat, and I don't want to leave." A small grin crept onto her face, and she lightly stroked his cheek with the pads of her fingers. "Besides, you're such a cute stallion. I want to make things work."

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Clockwork's cheeks were as red as his eyes, but after a second, he closed his eyes and let his head rest in Velvet's hand, wanting to feel the mare's soothing touch. "Mmm... Can we just lay down together for a while? I just want to be held right now..." His hand slowly went up and lazily stroked Velvet's mane, his eyes still closed and his cheek in the mare's hand.

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Velvet's mane felt soft and smooth to the touch, showing that she, despite her financial situation, did her best to take care of herself. Velvet hummed pleasantly, and then she kissed him on the cheek. "Wanna go to your bed, or the couch? The bed would be better." She had tried laying down with someone on a couch in the past, she found it to be quite uncomfortable.

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Clockwork smiled with a sheepish blush as he took Velvet's hand and led her to his bedroom. It was fairly spartan, just a king-size bed with a pair of nightstands, and some bookshelves against the walls and a victrola in the corner. The stallion sat down on the edge of his bed, then looked over the blankets. "S-sorry about all the hair..." He said nervously, still feeling sheepish.

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Velvet sat herself down on the edge of the bed, and then she kissed Clockwork on the cheek. "Don't worry about it." She then removed her shoes before laying herself down on one of the pillows, and she patter the spot next to her with a sly smile. "Do you like to cuddle? I do. It's so...intimate."

Clockwork gulped and slid over next to Velvet, laying down and keeping his hands to his chest. "Um.... I'm sorry... I haven't been touched by another in a long time... So... Um..." He tentatively slid his arms around Velvet's shoulders, unsure of what to do. He did like cuddling, but it had been decades since he had even been touched by another, and he was nervous and praying that he didn't lose Velvet. She was sensual and beautiful and she cared about him despite his lycanthropy. He had no intention of ever mistreating her or making her sad or angry.

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Velvet immediately snuggled up to Clockwork, pressing herself up against him and looking him in the eye with a faint smile. "You're cute when you're nervous." She leaned forward and kissed him on the cheek, and then she wrapped one of her arms around his waist. She could definitely see herself with Clockwork, he seemed like the perfect coltfriend so far. Kind, respectful, intelligent. He also seemed to have a romantic side, from what she could tell so far.

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Clockwork blushed and felt his member stirring in his sheath, but he said nothing as he rested his head against Velvet's shoulder, breathing in her scent and letting his eyes close. "I don't like being nervous... I just want to do what will make you happy..." He said softly, his hands resting loosely on her upper back. The stallion was content with this moment, having somepony hold him and tell him he was cute. It lifted his spirits after so long being alone, left to stew in his own emotions and loneliness until this beautiful mare came along.

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Velvet's smile turned into an excited grin, and her breathing suddenly became noticeably heavier. "Could you show me your wolf form? Please? I'm really curious about it." She gave Clockwork an adorable pout. She really did want to see his wolf form, but she also had other things in mind.

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Clockwork blushed and nodded, and he slipped off the edge of the bed and sheepishly ducked down to remove his clothes. He then transformed and grew into the eighteen foot tall, black-furred, hulking wolf beast that was his werewolf form. He carefully laid down on the bed and looked down at Velvet, feeling nervous about her reaction. "So... Umm... This is it." He said in a deep, rumbling tone.

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Velvet felt her loins stir powerfully as she looked over Clockwork's form with a slightly agape mouth, and her breath shuddered slightly. She looked up at his face with a sensual grin, and then she ran her fingers through the fur of his chest. "I think you look handsome." She then closed her eyes and pressed her warm, soft lips to Clockwork's mouth with a pleased moan, and she held the kiss for a short while.

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Clockwork's eyes widen, and he let out a soft murr as he let his paws wrap gently around Velvet's shoulders, his large tongue softly prodding at the mare's lips, wanting entry into her mouth. His tail wagged happily as he kissed the beautiful mare, his cheeks pink through his black fur. "Murrr.... Mmm... I think you look incredibly beautiful." He said quietly, smiling affectionately at the pegasus as he let his fingers gently run through her mane.

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Velvet moaned lewdly as she eagerly accepted Clockwork's tongue into her mouth, which made her loins quiver powerfully, and she let her hands explore his powerful body. The heat between her legs grew hotter as she felt the solid muscle against the pads of her fingers, which excited her even further as it softly writhed against her hands. "Rub my wings, please." She asked quickly and quietly.

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"Rub my wings, please."

[Now where have I seen that before? ]

Clockwork nodded and eagerly resumed kissing as his paws went to the bases of Velvet's wings, rubbing them firmly, but not enough to cause pain, as he slipped his tongue back into the mare's mouth, breathing in her scent and licking at her teeth and gums. He could feel his own loins stirring, and suddenly, Clockwork's massive member made itself known, extending to its incredible five foot length, and the knot at the base of this pole was ready to swell to at least a couple feet wide. His beachball-sized testes swelled and churned with seed, and his groin gave off an incredibly strong and intoxicating musk. The werewolf blushed and looked away, feeling embarrassed that Velvet was seeing his genitals. "Um... I... Sorry..."

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Velvet's breathing became slow and heavy as she hungrily stared at Clockwork's unbelievably huge member, and the heat between her legs began to reach intolerable levels. These were the sort of genitals that she had seen in her best naughty dreams, the kind that would satisfy her wildest desires. Velvet quickly moved around to be face to face with Clockwork, and then she kissed him deeply with a lewd moan. She panted lightly into his mouth, her breath heavy with excitement, and she was beginning to sweat, which made her pitch-black fur glisten enticingly.

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Clockwork rolled so he was on his back with Velvet atop his body, and he eagerly kissed her and rubbed her back, wanting to show the centuries passion and love and lust that he's built up. His member stood straight up into the air like some sort of obelisk dedicated to erotica, throbbing and still giving off its alluring musk. The werewolf almost wanted to bite Velvet and make her live forever as a werewolf alongside him, but he couldn't do that to her, not without her consent, anyway. As tempted as he was, her safety and respect came first over his own desires for eternal love.

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Velvet kissed Clockwork even more fervently, licking at his gums and huge canines as if they were made of candy. Her lust for him was teased and intensified by so many things at the moment, and she had taken to grinding herself against him. The taste of his mouth, the heat of his breath, the feeling of his powerful muscles against her, and the scent of his intense musk was incredibly enticing. She felt primal, driven by her powerful love and desire. She leaned back and stripped off her shirt with one fluid motion, revealing her mouth-watering curves and hourglass figure, and her black bra. She tossed her shirt to the floor, and then she ran her fingers through his chest fur. "Clockwork, I'm more attracted to you than I've ever been to any other stallion." She laid herself down on top of him, squishing her modest but still pleasant bust to his chest, and then she whispered in his ear. "I want you."

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Clockwork panted heavily as he held Velvet to his chest, and he looked up to her face, then down to his massive shaft, then back to her face and whimpered softly. "Is it too big? I don't want to hurt you..." The werewolf tentatively rested his paw on his lover's waist, then very slowly moved it onto her supple rump, a soft sigh of content leaving his lips as he felt the enticing curves under his paw. He wanted to make Velvet his mare. She was practically throwing herself at him, and he wanted to deliver.

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Velvet looked back at Clockwork's member with a hungry gaze, and she had to force herself to look away and back to his face. "It's nearly as big as I am. Do you have any kind of magic that could make this work?" She quivered and let out a moan as she closed her eyes as she returned to grinding herself on his chest. The idea of taking such a massive stallion nearly made her drool, and her arousal would probably be stained into her clothes forever.

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Clockwork's ears flattened to his head, and he let out a soft sigh. "There are two ways. I can use several enchantments to make your internal organs more durable and able be shifted, as well as one to make you more... Ahem... pliable, and a few more to replace painful stimulations as pleasure. However, this will take a very long time to do, at least a day, it may or may not hurt, as I am affecting your internal organs, and I would have to affect your nervous system as well, which could be risky." The werewolf whimpered softly as he closed his eyes. "The other option is... I could bite you, and make you like me. It would do a lot, if not all of what the enchantments would do, change your body to be much more sexually attractive and endowed, and you could transform like me and live forever." He looked up to Velvet's face with a serious gaze. "But you will live forever... even as your family and friends wither away. I couldn't wish that kind of pain on anyone else. So, I'm not going to choose for you. Either process comes with benefits and risks, and I don't want to make you feel pressured to choose. You can hold off on choosing, or not choose at all." With a soft sigh, Clockwork closed his eyes and laid his head back. His paws still held Velvet tightly to his chest, wanting her to know that no matter what, he loved her and would protect her.

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Velvet leaned her head to one side, exposing her neck to Clockwork. "I guess I'm being bitten, then. I don't have any friends, and I don't have any family. You're all I have, and after all of this, I don't plan on leaving." Despite the confidence in her voice, her wings twitched anxiously, betraying her nervousness at the idea. It would be quite a change for her, but at least she wouldn't feel alone.

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Clockwork gave a slow nod, and he placed soft, loving kisses on Velvet's neck, while his magic floated in some gauze and bandages from the bathroom. "I love you, Black Velvet. I will love you until the end of time." With that, he opened his maw and bit down on the mare's shoulder, then released and quickly wrapped the wounds in the bandages and held the mare close. "There we go... Just go to sleep, sweetie. You'll wake up later, like me." The werewolf gently laid Velvet on the bed and laid down beside her, nuzzling her cheek lovingly.

[Skip to middle of the night? Velvet will change as she sleeps. She'll keep her wings, too. Remember from Metro what R63 Clockwork looked like as a werewolf? Velvet will look something similar to that.]

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Velvet groaned and whimpered from the pain shooting through her neck as she straightened her neck, and then she closed her eyes. She soon fell asleep, feeling strangely exhausted, though it was probably the changes taking effect. As she slept, she let out the occasional sound of pain as her wounds were aggravated by her unconscious movements.

Several hours later, Velvet's eyes fluttered open, and then she yawned tiredly as she checked the clock. She was a little surprised to find that it was midnight, she hadn't expected to sleep that long. She raised up, and then curiously looked herself over. To her slight surprise, she was covered in black fur like Clockwork's, but her body was different. She had enormous breasts, and her form was curvier like her own. A grin crept across her face as she looked down to her lover's sleeping form, and then she lightly stroked his cheek. "Wake up, handsome. I've got something to show you." She said in a growling voice.

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Clockwork's eyes fluttered open, and he felt his heart skip a beat as he saw his lover's beautiful form, nearly as tall as his own. He wrapped her tightly in his arms around her back and buried his muzzle in her shoulder fur, while his magic pulled the bedcovers over their bodies. "Oh, my love.... You're so beautiful... Do... Do you feel alright, sweetie? No pains or aches? I had a couple in my first day or two."

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Velvet shook her head in the negative, and then she slowly nuzzled Clockwork's cheek. "Nope, I'm all sunshine and rainbows. By the way, do you think this changed the real me?" As much as she loved how the body of her other self looked, she felt a little inadequate. She hoped that her new changes had made her better endowed.

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Clockwork smiled and nodded, placing a long, passionate kiss on Velvet's lips. "You're a supermodel, dear. Stallions won't be able to take their eyes off you anymore, even more than before. You'll look even more incredible in your normal form." The werewolf gave a big grin and held his lover close, his eyes closed and his muzzle resting on her shoulder. "Nnnf... You're so beautiful...."

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Velvet grinned widely, satisfied with the results of her transformation, and then she kissed Clockwork on the cheek. "I'm your beautiful mare, sweetie. I'm yours forever." Her tail wagged behind her happily as she laid her head down on his warm chest. "You know, we still have some...unfinished business. Would you mind if I turned back into my other self?"

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Clockwork smiled and shook his head, licking Velvet's cheek. "Not a problem, sweetie. Though, would you like me to stay like this? I can also do.... um... partial transformations, if you'd like to try that now or some other time." The werewolf's tail wagged excitedly at the thoughts of the future; he was never going to be alone, ever again. He was going to have a beautiful, loving mate by his side for eternity, and nothing could ruin this day for him.

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Velvet's eyes seemed to light up at Clockwork's proposal. "If partial transformation means what I think it does, then I really wanna try that now." She closed her eyes, and then she focused her mind on turning back into her other self. Her body contorted and warped as it shrunk, and soon she was back to normal.

Velvet gradually sat up, and then she curiously looked down at her naked body, and her eyes widened at what she found. Her modest bust had grown several sizes, and they were now six inches in diameter, and at least eighteen inches long. Since at least one thing had changed, she decided to look the rest of herself over. Fortunately, she still had her hourglass figure, but her hips had become wider, and her rump had become larger. Velvet grinned devilishly as she laid herself back down on Clockwork's chest, and then she crawled forward and laid her enormous bust on Clockwork's muzzle, causing the plump mounds to engulf his face. "Do you like?" She purred.

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Clockwork grinned widely at the feelings of the breasts on his face, and transformed back into a stallion, save for his giant male parts, which together were easily bigger and heavier than his body. He stood up straight on the bed, and his testes went down past his knees and brushed at the tops of his ankles, and his giant shaft throbbed and gave off its powerful musk. He moaned at the feelings and got on his knees, letting his scrotum rest on the bed, and he looked over to Velvet. "You like?" He asked softly.

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Velvet was too busy staring hungrily at Clockwork's shaft to reply immediately as she sat on the bed, and she was breathing heavily, almost panting. There was a powerful ache in her loins where she had been so intensely aroused and left unsatisfied, and now her lust was back twofold. Her wings were erect and stiff like steel rods, and they visibly throbbed with arousal. "I like..." She purred seductively, and then she stuck two finger into her marehood. She grunted and whimpered as she forced her fingers inside of her marehood, which was so swollen with arousal that it was almost impossible to penetrate.

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Clockwork grinned and slowly, but eagerly lifted Velvet in his magic and sat her down upon his giant shaft, throbbing beneath her and continuing to pump out musky precum from its tip. "Mmm... I love you, Velvet... Nnnf.... Go ahead... Climb onto the tip.... You can take it now..." He said softly, his voice tense with the wonderful pleasure pulsing through his mind, making him all the more eager to rut his marefriend.

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Velvet carefully lined herself up with Clockwork's tip, and then she slowly lowered herself onto it. She squealed and bit her lip as it pushed through the incredibly tight lips of her marehood, and she began eagerly fondling one of her breasts. She squealed and screamed into her lip as her loins were filled and stretched by her lover's massive shaft. The tightness of her folds was only intensified as she fondled her breast, causing her marehood to squeeze Clockwork with an iron grip.