BOOM!

The sound of another explosion rang out through what was left of a raider's nest, known as Ponyville in the Pre-War era. Rolling down the main street was what appeared to be a dangerously effective mish-mash of a few common robots. It had the treads and body of a Robobrain, but instead of a brain as the pilot, the head of a protectorn sat atop the body, and surrounding the head on the torso were the tracking sensors that once belonged to a bot from the Mister Handy line of models. They swiveled about like cameras, feeding the processors data about the environment and letting the robot act accordingly. The robobrain arms were replaced with an array of mounted weapons, which could swivel up and down on the shoulder joints as the robobrain body turned and swiveled horizontally on its treads. The weapons on the left side of the bot consisted of the Protectron's hands, bearing its precision laser weapons to strike at a distance. It also had the robrobrain's lasers as well, all mounted and programmed to fire one after another in very quick succession. like a rapid fire, but accurate laser gun. On the right side was a mounted sniper rifle, with the scope replaced by a camera. It was able to be accurately aimed due to the multitude of sensors and trackers, and the bulk of the robot helped manage the weapon's recoil. The plating of the Protectron was used to cover exposed machinery to help protect the machine, and on its back was the Mister Handy's thruster system, likely to help the heavy robot move about.

There was also the two arms of the Mister Handy coming off of its back like a certain Pre-War comic book villain, menacing the raiders who managed to get close with the circular saw and the flamethrower the arms were equipped with. The frankenstein of a robot lumbered down the street, and it spoke with the same gritty voice of a protectron, though much less monotone, and its speech had been modified to sound several octaves deeper, and the visor light of the protectron head was a menacing read. Most menacing of all, its speech routine had been modified. "Flee now, or be subject to immediate disintegration and/or disembowlment, puny flesh bags." The robot swiveled and fired its rifle, taking the head off a raider sniper before he could fire his own rifle. "Boom, headshot."

Walking casually alongside the monstrous machine was what appeared to be an armored diamond dog, and judging from her tall, busty, curvy figure, clearly a female. She wore a set of overalls and a long sleeve shirt, and a welder's mask. Over her clothes were pieces of the protectron's shell, covering her abdomen and chest and other vital places, though she wore no shoes and had a pair of fingerless gloves on over her paw-hands. In her hands was a 40mm grenade launcher, which she seemed to aim almost as if she was solving a mathematical equation. She would angle her weapon, judge the distance, angle again, and repeat until she was satisfied, and then she would fire. Her shots hit every raider she aimed at, with only around a three foot error of margin overall, even at the longer distances and when hitting raiders behind cover. It wasn't long before the raiders began fleeing, and the robot kept shooting them as they fled and spewing more lines in its deep, intimidating voice as it did so. "Pathetic worms. Flee before my advanced programming and superior laser guns. Pew pew." The diamond dog looked towards the last of the raiders in the far distance, squinting to see them. "Alright." She said in a strong, through feminine voice. "They're gone, Aegis. You can stop." "Yes, my lady." The diamond dog began heading towards the nearest house, with Aegis lumbering along behind her.

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A passing mare had heard the gunshots and laser fire, and she had immediately began to carefully investigate. She was behind an old crate full of something that smelled foul, but it was her source of cover for the moment. "Hello? I'm not a raider, I'm not gonna shoot at you!" She called out.

(Mind if we use New Appleloosa for Midnight/Clockwork?)

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The Germane Shepard diamond dog had snapped up a large revolver at the sound of the mare's voice as she was walking inside the house, and Aegis turned around with surprising speed for his bulk and aimed his weapons at the crate the mare was hiding behind. The diamond dog, upon hearing the mare's words, said "Stand down, Aegis." The robot lowered his weapons, staring at the crate as the two of them went back outside the house. "You can come out! Just keep your weapons holstered, and we'll get along fine!" The diamond dog called out. She had her revolver lowered, but she was ready to snap it back up if need be. Until she saw this mare clearly., she was ready to fire if it was just another raider trying to trick her. Aegis was also ready to fire if this mare showed any signs of hostile intent towards his mistress.

[Not at all, though you'll have to describe it a bit.]

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A purple head with emerald green eyes slowly ducked around the side of the crate, followed by her extremely curvaceous body as she revealed herself. "I, uh, I came to see what all the shooting was about. I guess I know now." She used a hoof to brush her dark purple, ankle-length mane out of her eyes. "My name is Thorn, by the way." She said with a kind smile.
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Midnight Storm soared over the walls of New Appleloosa as she escorted a trade caravan to the town, and then she led them to the shops to take care of whatever business they had. After that, she collected her pay and flew back to her home, a small train car, hoping to relax a little after a long day at work. Her next shift wasn't for several hours, when the train was supposed to bring in their next shipment. She opened the door to her home and walked inside before closing the door behind her, and then she began removing her power armor.

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The diamond dog's eyes widened at the gorgeous mare. "Uhh... Emma... umm... thanks for not shooting." Emma didn't offer to shake Thorn's hoof, though Aegis seemed as relaxed as an insult-spewing killer robot could be. She cleared her throat and said "W-well... Um... Nice to meet you." She said curtly before turning away and walking back into the house, scouring and scavenging dead raiders and containers scattered about. She was never one for small talk, or conversation in general. And it didn't help that Thorn was a knock-out. The diamond dog was rather attracted to females, though with sane ponies few and far between, she kept to the company of machines far more often than that of living ponies and otherwise, having accepted that she wouldn't find a suitable mate out here in the wasteland. She was currently bent over a wooden crate, her huge, muscled rump, thick, toned thighs and flared hips outlined by her overalls as she dug out bottles of water and spare bits of ammo.
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Outside at the local tavern, a couple of caravan guards were swapping tales over drinks and a few hands of Caravan at an outside table. "So, any of you been around Stable 18 in a while?" The other guard's eyes widened, and he shook his head. "No, dude. I'd be crazy to go near there. That's the Beast's territory." The third guard, a mare, just scoffed. "Right, the Beast. You know that's just a legend, right?" The stallion just shook his head and took a long swig of his whiskey. "Legend or no, something is killing and eating things that go in and near that Stable. Hell, a buddy of mine even mentioned seeing a few half-eaten Deathclaw carcasses in that area when his caravan was passing by it."

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Thorn gulped nervously as she trotted over to the house, and then she knocked firmly on the doorway. "Excuse me? I hate to bother you again, but I need some of the stuff on the raiders you killed. I was robbed-" She stopped talking as soon as she peaked her head in and saw Emma's rump. "Oh...wow..." She said softly with a bright red blush.
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Midnight had walked out of her home with her saddlebags strapped to her sides, and she had overheard their conversation. "It's a shame Deathclaws can't fly." She said as she walked past the guards. She shuffled her wings and looked back to her fellows with a small grin. "Later boys...ladies." She purred before walking into the tavern and grabbing a drink. A small while later she came back out of the tavern with a bottle of beer in one hoof, and a pleased smile on her lips, though what kind of satisfaction she had was up for debate. She walked back to her home, and once inside she began putting her armor and weapons back on. She had managed to keep her father's Enclave armor and weapons in good repair through a combination of tender loving care and persuading engineers. Once she was in her armor, she went back outside, and then took to the skies with a flap of her great wings. She had decided to scout Stable 18 to see what was going on there. She felt safe knowing that she was one of the few pegasi in the Equestrian Wasteland despite the racism to which she was often subjected.

(In this universe, and thus my story's, Midnight and her family are ex-Enclave. She and her family got stuck on the surface after some political incidents.)

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Emma, still bent over the crate, ddin't seem to notice Thorn's sudden sentence interruption. "Yeah, yeah." She said with a dismissive wave of her paw and a flick of her fluffy spiraled tail. "Find your stuff and take it. I don't mind." She was blushing herself, still letting the few images of what she saw of Thorn's body run through her mind. She could run her tongue across that mare's body, and that long, luxurious mane must feel like silk, not to mention her fur. Gods, that mare's fur looked so soft and snuggly. She didn't look up, for fear of her face showing her true emotions towards Thorn. The lupine went over to a few other crates, bending over those and digging out canned food and more ammunition for guns, and even a few microfusion cells and such.
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[Oh, Enclave. Yeah... Clockwork doesn't like Enclave. Being as old as he is, he kept himself aware of what Equestria was up to after the war. What he saw of the Enclave, like their experiments, made him rather unhappy. That's also why the deathclaws in that territory are eaten and torn apart more than other animals.]

Stable 18 was just a ways south of the town Midnight was in, though it was far enough away that nopony was actually scared of it. However, she best be quick, as the sun was stsrting to set in the horizon.

Inside the Stable, the heavy metal door open, a large black beast sat in the darkness, his eyes closed. He liked the dark. It kept him hidden from sight, and it helped him relax. Besides, it wasn't as if he couldn't see, and he could turn on the lights whenever he chose.

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Thorn didn't immediately realize what Emma had said, she was too busy staring at the diamond dog's rump. She blinked as she came to her senses, and then she forced herself to turn away. "Th-thanks!" She called back as she trotted away. She went about scavenging what she could off of the raiders, taking a pair of small, partially-clean saddlebags to hold her stuff, a few pistols of various calibers and states of repair, and even a few varmint rifles. She hadn't bothered taking any of the armor that she saw, all of it looked far too unclean for her health. She quickly made her way to one of the empty houses and went inside, and then laid down on the floor. The inside of the house was filled with gory displays which she had to force herself not to look at for fear of emptying her stomach.
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Midnight landed in front of the Stable, and she quickly checked her EFS to see if she was truly alone here. Once she was sure that nothing was on her visuals, she readied her twin Novasurge plasma rifles before pressing inside. Unfortunately, most Enclave armor didn't have night vision, so she was force to rely on a headlamp integrated into her helmet. Soon, she was past the great Stable door and the blast door just behind it, and she began walking softly through the halls of the building. A few minutes later she arrived in the residential area, and she groaned quietly as a familiar burning returned between her legs. She was in heat, and she wasn't sure what would be drawn to her arousal. She had heard that feral ghouls could be drawn to a mare's hormones, which secretly worried her.

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Emma cleared the house of supplies very quickly, storing them in her backpack and walking out of the house. She waited for Thorn to finish scavenging, as she herself had filled her backpack with all the ammo, food, and water she could carry. Emma planned to come back and scavenge more another day, anyway. Besides, she wanted to at least say goodbye to Thorn and get a good look at her backside; she didn't think she was ever actually going to get to touch it, so some memories and her imagination would have to do to sate her lonely nights at home for a while. Aegis sat by patiently, waiting for his lady to lead the way home at her choosing.
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He heard it. He could hear the pitter-patter of metal-clad hooves upon the metal. And he could smell the mare scent wafting through the tunnels. His ear twitched as he smelt the musk of this mare, who was apparently in heat. However, hidden in his dark corner, he could see the headlamp of the helmet of the mare's power armor. Enclave power armor. At once, he let out a deep, thunderous growl, one that echoed throughout the Stable and seemed to shake Midnight to her core. He didn't move otherwise, though his red eyes glinted faintly in the darkness.

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Thorn quickly got up and trotted out of the house, visibly wretching with her head down as she passed through the doorway. "Oh, Celestia, that's disgusting..." She muttered. Her eyes widened when she looked up and saw Emma, and she stopped dead in her tracks. "Um, Emma? I hate to ask this, but could I stay with you? I can't stay here, it's...it's horrible...worse than horrible..."
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Midnight's eyes widened behind her helmet as she heard the growl, and a red mark appeared on her EFS. She had thought that the legend of the Beast had some merit, and she was right. Running was probably the right option at the moment, but she wanted to find out if this creature was reasonable. She could always fly away if anything happened, she had outrun a deathclaw fairly easily in the past that way. She took a deep breath to calm her nerves, and then she backed up a few steps. "Hello? I'm just a town guard. I don't mean any harm!" She called out.

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"Yes! I...." Emma stuttered and blushed as she heard her own overeager reaction to Thorn's question. "I m-mean, yes, of course. You're welcome to stay with me." She turned to Aegis and said "Aegis, put Thorn here under your protection list." Aegis turned to Thorn and flashed his visor blue. "Greetings, Miss Thorn. I am Aegis, Miss Emma's personal armed defense robot." Emma waved to Thorn as she began walking East, towards the burned-out husks of the trees that used to be Whitetail Woods, where her home was. Said home was a small cabin on the surface, but thanks to her natural digging ability as a diamond dog, Emma had created an expansive basement area, which she had set up with supports and used as a workshop and a shelter if anything dangerous got too close to the cabin.
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The growling died down a little bit, but the sense of resentment was still there. "Enclave." Said a deep, powerful voice. The voice dripped with hatred, with anger. "That armor belongs to the very organization that saw the birth of the worst of this wasteland's creatures, and that's not even mentioning the things that were attempted on me. You may as well have marked yourself for death by walking into my home wearing that cursed armor."

2935024 (There's something I should mention while we're on the topic of forests. Everfree is essentially a deathtrap filled with mutant plants and creatures. However, Whitetail is okay, I think. Since Everfree takes up a big portion of Equestria, and happens to be in the middle of the country, travel time is a pretty big factor in some situations. Just throwing the former point out there.)

Thorn turned to Emma with a grateful smile, and she blushed with embarrassment as she caught her eyes tracing over every inch of her body. "Thank you for doing this. I haven't had a place to call home in a long time, I've just been wandering. When those bandits took my stuff, I thought that was it, but they let me go."
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The creature's statement raised many questions in Midnight's mind. "I'm not even part of the military. My family was part of the Volunteer Corps that got sent down to help the wastelanders. I got stuck down here when I was filly, my parents and I had nothing to do with what was done." She called out. She hoped dearly that she could reason with whatever this creature was, or else she would be booking it the moment things went south.

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Emma smiled back at Thorn, doing her best to hide her blush by not looking at the mare's curvaceous body for too long. "No problem. I couldn't just leave a pretty mare out in the cold." She blushed and stumbled as she said that, her cheeks a hot pink color. "Damnit, did I just say that out loud..."

After a little bit of walking, the trio came to a cabin made of logs and pieces of sheet metal, with a slanted tin roof. Emma pulled out a key from her pocket and unlocked the heavy deadbolt on the front door, then opened the door. "Well, here we are." The inside of the house was cozy, with widows that bore metal shutters, and a generator in the corner that ran on microfusion cells. It powered an overhead lightbulb, which Emma turned on with the wall switch as she walked inside. It also powered a hotplate, and a small electric fireplace heater that was placed in the corner. There was a small bed in the corner, made of a mattress, one pillow, and several blankets that had been scavenged and cleaned as best as possible. A couple blankets were like patchworks with all the repairs done on them. There was what looked like a pair of large cellar doors, and Emma opened them to reveal a wooden ramp down to a dark, spacious underground area. Aegis rolled into the doors and went into his spot in the workshop, and Emma closed the doors and then turned and smiled at Thorn. "So... Um... Yeah... This is my home...."
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The beast went silent, as if thinking. After a few minutes, he spoke again. "I wish to believe you. I don't want to cause harm to someone who is innocent." After another minute, he said "May I see your face? I would rather not turn the lights on... I... I do not like the sight of my own form... If you wish to see me, then shine your light to your immediate left." The hulking, black, wolf-like beast averted his eyes to the floor, preparing for the shame that would come of his body being seen by this mare.

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Thorn immediately walked over to the heater, and then laid down about five feet away from it with a content sigh. "So warm and cozy..." She said with satisfaction as she put her head between her hooves. She looked up to Emma with an almost loving smile. "Thank you so much for this. It means so much to me." Now that she was being more vocal, one could tell that her voice was soft and almost innocent, but also musical and sensual.
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Midnight bristled upon realizing that the creature was so close to her, and she slowly turned towards it almost as if she was horrified. Her lamp slowly moved over the lupine creature, and her horror was quickly replaced with a wide, mischievous grin. "Oh, wow...you're...big..." She said in a voice that was both surprised and lustful. The scent of a mare in heat suddenly became much more powerful as several thoughts raced through her mind, some naughtier than others. She slumped to her haunches, and then casually removed her helmet before setting it on the floor. The mare behind the armor was blacker than the metal that protected her, and two bright, sapphire blue eyes shown at the huge creature. "I've never met someone as...exotic, as you before..." She purred. Her voice was deep and strong for a female, and her delivery was rather confident. It also carried level of seduction that would make any stallion nervous.

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Emma blushed as she shed her armor, revealing the overalls and tee shirt, along with her huge bosom and a bounteous amount of cleavage. She smiled sheepishly as she put a pot on the hotplate and opened a can of baked beans, then poured it into the pot. "Can I cook you anything?" She offered with a soft smile, still blushing as she began stirring the beans. From Thorn's angle, she could see both Emma's practically massive bosom, and her equally massive, muscled rump and thunderously thick thighs. "Thanks for staying the night, by the way..." She said. "I don't get many sane visitors..."
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[Lust check failed.]

Clockwork gave a deadpan stare at Midnight, though he held no more malice towards the mare. "Miss, I can smell that you're in heat. I've spent over 250 years straight without the touch of a mare. I can spend another day." He let out a sigh and reached a paw up, pinching the bridge of his nose. "And the only reason that is is because I very much prefer a steady relationship with a mare as opposed to a heat-fueled rutting fest without so much as even knowing your name." The werewolf gave a sad sigh and rested his face in his palms, breathing softly. "I'm sorry. I just... The world hates me... Everyone I've ever met has tried to kill me or ran away... I'm just really frustrated and alone and my morales are all I have left..."

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Thorn didn't immediately answer Emma, she was too busy staring at the diamond dog's body with wide eyes and a fierce blush. She blinked a few times, and then nervously cleared her throat as she realized that she was staring. "Y-yes, food sounds nice, and...I'm really glad that you let me stay. Not just for survival reasons, I never really had any friends. Any company is nice."
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Midnight groaned softly as she looked down to the floor with a hint of shame. "I'm sorry, too. These times just drive me up the walls..." She slowly looked up to him with a sympathetic look. "If it makes you feel any better, the world hates me too. The only reason I'm not shot on sight by most people is because I'm pretty, and because I can outsmart them. These damn wings get me into all sorts of trouble." She gave him a faint smile, and then she held out a hoof for him to shake. "My name is Midnight Storm, by the way. I'm a mercenary from New Appleloosa."

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Emma smiled and stirred the beans, and she pulled out a bottle of fresh water and gave it to Thorn. "There. Fresh water always makes me feel better. So, um... I'm just curious... Um... Oh, damnit... Thorn, I..." Emma turned towards Thorn and took a deep breath, but she was unsure of what to say, and she rocked on her heels nervously, keeping her gaze averted. "I... So.. I... Thorn, I... I find you... really... really attractive..." She gulped and sighed, slumping back into her chair. "I understand if you don't like me that way. I've given up on finding someone, and if you prefer we just stay friends, then I understand..." The diamond dog had poured out her heart to Thorn, and she hoped nothing would happen that she would regret.
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The werewolf gave a soft smile, taking Midnight's hoof in his fingers and gently shaking it. "Clockwork. I... Well, I've been here for a while. Just me and my books..." The werewolf looked around the dark hallways with a soft sigh. "This old Stable is safe, for sure, but it gets so lonely sometimes..." He smiled at Midnight again, and he blushed a bit as he said "I wouldn't mind if.... you stayed a while.... We could just talk..." The prospect of having an intelligent conversation with another pony greatly excited Clockwork, after having gone so long with just his thoughts to keep him company.

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Thorn's cheeks turned crimson at Emma's words, and she stammered quietly for a moment. She gulped nervously, and then looked up to Emma's face. "I think you're really pretty and nice and I keep staring at you without trying." She said quickly, her face turning even more red. She smiled shyly as she briefly glanced away for a moment to collect her thoughts, and then she returned her attention to Emma. "I wouldn't mind being with you."
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Midnight's smile widened at Clockwork's proposition, and then she laid down in the floor. "I'll stay here with you for a little bit, Clockwork. I've got time to kill." She let out a content sigh, and then she brushed her long, silver mane out of her face. "So, I'm guessing I should add a little to what I said earlier." She started with a thoughtful expression. "My father was an energy weapons technician, and my mother was a doctor. They taught me a little both, and I learned what they couldn't teach me from the wasteland." She looked to Clockwork with a smile and curious eyes. "What's your story?"

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Emma stopped for a second as she heard what Thorn said, and after taking a second to process what she just heard, she let out a squeal of joy and sat herself down next to Thorn, wrapping the beautiful mare in her strong, furry arms and holding her close. This also happened to push Thorn's muzzle into Emma's exposed cleavage of her huge bosom, though the lupine didn't seem to notice. "Omigosh thank you! I promise you won't regret it! Eeeee!" She held the mare for a minute more before letting go, still smiling the whole time. She bore a bright blush after the spontaneous hug, but she kept herself close to Thorn, gently taking the mare's hoof in her paw. "Thank you... Sorry if this all seems so spontaneous... I just... Out here in the wasteland..." Emma gave a loving smile to Thorn and nuzzled her cheek, seeming to be coming out of her shell a bit.
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Clockwork smiled softly and let out a sigh, thinking about his long, long life. "I was born 300 or so years before the Great War. This curse of mine keeps me from withering away with time. I've always been a bookworm, and I've tinkered a bit with every new piece of technology that comes into my possession. The workings of a well-made energy weapon fascinate me. So, that's what I do, really. I while away the hours with books and tinkering. I'm thankful this," he looked up to the black unicorn horn protruding from his forehead, "stays with me in both of my forms. It makes things so much easier. Anyway, when the bombs fell, I had taken up a position in another Stable, Stable 26. However, that was subject to one of the Enclave's and Stable-Tec's more gruesome experiments. They placed me in that Stable because they knew I turned into... this... not sure how they found out... and they pushed in chemicals through the vents in a gas form. They were meant to excite my primal instincts, and..." He shed a tear and gave a soft whimper. "They worked... I killed fourteen innocent ponies, and every other pony who breathed them in became enraged... bloodthirsty... berserk... They were testing the compound for a super soldier formula, to combat the creatures in the wasteland... a soldier with no fear, who craves to fight and kill..." He felt more tears roll down their cheeks, and he laid his head down in his paws. "And I'm th-their shining success story..."

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Thorn blushed as she looked to Emma's face. "Love is scarce in the Wasteland? I know, and I know it's a little soon to call it that, but the point still stands." Deciding to be a little more bold, she put a deep, passionate kiss on Emma's lips, and she held it for a good ten seconds. When the kiss broke, Thorn's blush was even brighter, and she gave her new lover her best sly smile. "Was that good?"
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Midnight frowned as she felt her heart break for Clockwork, and then she got up from her place on the floor and walked over to him. "Look at it this way, they can't hurt you anymore." She said gently. She nuzzled his fur with a quiet sigh, admiring its soft and fluffy texture. She imagined that he gave incredible hugs with as big and furry as he was.

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Emma sat there in a daze, giggling to herself and bearing a dumb grin. "Uh huh..." Her nose twitched at the smell of something beginning to burn, and she yipped and shot up from her spot on the floor, quickly going to the pot of beans. The lupine let out a sigh of relief as she stirred the pot. "Okay, okay... Nothing burnt.... Whew..." Emma served out the beans into a pair of bowls, and she gave a spoon and a bowl to Thorn and pulled out one from a crate in the corner for herself. She sat down next to her marefriend with a giddy smile, taling ravenous bites of her beans. "Mmm.... So good... Mmm... I haven't eaten since nine this morning.... When I heard that Ponyville was growing more infested with bandits, I had to spend most of today pushing them back. I started with just some long range stuff, like rifles and my grenade launcher. They got scared and tried to defend from one direction, so Aegis snuck around from behind and began firing. He can be pretty damn quiet, if you let him. So, they tried to defend against him, and I started firing again, and the remaining raiders scattered. And we just went down the main street and cleared the stragglers out after that."
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Clockwork whimpered a bit more, but he quieted down a little as he felt Midnight nuzzle him. He felt his cheeks turn a faint pink, and he smiled basfully at Midnight again. "Can... Can you do that again? It felt nice..." He said sheepishly, twiddling his thumbs and looking away nervously. While he didn't just want to rut the mare and leave her, he did so crave affection from another. He wanted to feel Midnight's touch, even if it was only her hoof on his side. Just being shown affection after all this time would be heavenly.

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Thorn listened to Emma's story with interest, and she was impressed by how skilled she seemed to be. "I'm not much of a fighter myself. I'm a guitarist, but the bandits who robbed me took my guitar." She looked down to the floor with a mildly sad expression. "My mom gave me that guitar when I was a filly, but I guess the past is the past now..."
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Midnight eagerly nuzzled Clockwork's side again, this time drawing out the act and rubbing herself more firmly against his fur. "You're so soft..." She rubbed herself against him again, and then she shuddered as she felt the powerful, rippling muscles beneath his fur. She now wanted him so bad that she could hardly stand it, but she was reigning herself in for his sake. It was clear to her that he was troubled, and she wanted to help ease his pain.

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Emma frowned and placed her paw on Thorn's shoulder. "We can go back and keep searching for it. I don't want to see you unhappy." She smiled and placed a soft, tentative kiss on Thorn's cheek. "It's still daylight out. It we leave now, we have a couple hours before we have to head back. I just want to make you smile. You've been wonderful to me, and I think you deserve to have a reason to smile. And... I know everyone says to try to move on from the past, but it's not wrong to hold onto the good memories." Emma let out a sigh and flattened her ears to her head. "I just don't have anything from my past worth holding onto..."
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Clockwork smiled and murred softly, laying his head down on the floor between his paws. "That's nice..." He mumbled, smiling softly and letting his eyes flutter shut. "You feel nice... soft and warm...." He gently reached out his giant paw, smiling hopefully at Midnight as he offered a silent hug. He felt blessed that his new friend would try to ease his conscience, and he wanted to make sure Midnight felt as comfortable as he did at the moment. He personally felt wonderful, just knowing someone cared about him.

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Thorn decided to be a little more bold as she gave Emma a sly and loving smile. "When we get back, I can be your good memory, if you want." She purred. Without another word, she turned her attention to her food, and she began taking slow bites of her food. She was eager to know Emma's reaction, that was the first time she'd been sensual in a very long time.
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Midnight let out a soft, pleased moan as she continued to rub herself all over Clockwork's side. "You too, and you're so fluffy...so strong..." She was practically swooning over her new friend even though she was trying her best not to. Her current state was driving her batty, and making it hard to control herself. "I've never felt anything this fluffy before in my life..."

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Emma's cheeks turned bright red, and she whimpered like a dog and crossed her legs, her ears flattening to her head. "P-please don't tease me... I... I don't want to lose c-control of myself..." The lupine could feel years of repressed lust burning between her legs, and Thorn's mere presence only stoked her heat, and that was not even coupled with being teased by the sexy, gorgeous mare until now. Emma's paw trembled a bit as she kept her gaze averted from her lover's body, trying to get her arousal to die down. Part of her felt a bit shameful for wanting to sate her lusts so fast and so intensely. She respected Thorn, and she would do anything to keep the beautiful mare around.
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Clockwork whimpered as he felt himself growing a little aroused from the way Midnight was acting, and he placed his paw on her shoulder and looked down at her eyes. "Midnight, I... I suppose I can help you with your heat... But... please promise that you'll at least come back to visit me after." He nuzzled the mare's chest, letting his nose breathe in her scent. "You're my only friend.... If you leave... I'll have no one...."

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Thorn looked up to Emma with a sensual smile. "I'm not teasing, sweetie, I'm serious. We've both had a long day, and we could use some unwinding. We'll still have time to go find my guitar." Her voice was casual and seductive as she explained herself. She was incredibly horny at the moment, and she really did need to relax. She looked back to her food, and then took another bite of the delicious beans with a soft moan.
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Midnight was already quickly and carefully removing her power armor after hearing Clockwork's words. "I already intend on coming back here, sweetie. You're quite an interesting stallion." She flashed him a sensual smile as she removed her breast and abdominal plates. "You're quite a handsome stallion, as well. So big, and strong..." Soon, she had all of her armor off, revealing her curvaceous figure and great, powerful wings. She turned away from Clockwork and laid down in the floor, and then looked back at him with a grin. "Come get me."

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Emma began wolfing down her beans with a big grin of excitement, eager to enjoy her first time in bed with a lover. She set aside her empty bowl, then laid down on her bed after sheepishly shedding her overalls, revealing her pink panties. The diamond dog took deep breaths to relax and steady her nerves. She was nervous about her first time, but she was happy as well. She was about to bed her beautiful, sensual marefriend. No raiders, no mutants, nothing to harm them. They were safe and were ready to express their affection for one another.
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Clockwork gently, but swiftly scooped Midnight up in his paws and laid down on his back, laying her on his fluffy chest and cuddling her with a soft growl of pleasure. "Thank you... Thank you so much..." After a minute or two, he blushed and quietly asked "Midnight? I... Are you sure you're.... ahem... ready for me? I'm... quite big..." He said softly, feeling his massive member rising from his sheath in the darkness of the room, the equine head flaring and the canine knot swelling up a bit as it fully erected. He could very easily hurt Midnight on his giant malehood, and that was the last thing he wanted to do.

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Thorn quickly finished her food, and then she used her magic to set the bowl on the table before walking over to the bed. She climbed onto the mattress, and then she snuggled up to Emma's side. With a soft sigh, she buried her face in Emma's cleavage, and then moaned at their softness. "Oh, goodness, I love these..." She used her hooves to gently grope at her lover's breasts, and she placed soft kisses on them.
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Midnight gave Clockwork a sly smile as she traced small circles on his chest with a hoof. "I'm more than ready, sexy. I've had plenty of encounters with large stallions before, and believe me when I say they were large." She placed a deep, passionate kiss on his lips with a shuddering moan, feeling a nearly unbearable amount of pent-up lust intensify. Her loins felt as if they were crying out for Clockwork's touch.

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Emma quickly took off her shirt and bra, letting her huge, perky bosom out. She also quixkly tossed he panties aside, leaving her naked. She let out a soft moan and put an arm around Thorn's back, gently pulling the mare atop her own body. "Ohhh... Sweetie... Mmm..." Her paws traced up and down Thorn's enticing curves, exciting the lupine to no end. "You can touch me all you want... I love the way your hooves feel on my fur..." Emma, with deliberate slowness, reached up and gently grasped her massive breasts, pressing them to either side of Thorn's head like warm pillows, and she held them there for a moment before letting them go. "Mm... Could you... suckle me, sweetheart?" She asked softly, gaining a little more confidence as she reached down and pulled the bedsheets over their bodies. "I've always wanted to know what it feels like..."
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Clockwork wasted no time gently lifting Midnight up by the waist, and he slowly lowered her down onto his flared tip. "Here goes..." For the first time in his life, Clockwork lowered the mare and began penetrating her marehood, letting out a soft growl of pleasure at the unexpected tightness and warmth. "Ohh... Goodness.... That feels good..." He mumbled as he slowly lowered the mare further, resisting his lust and desire to just roughly pull her down. Despite what Midnight said, he was still going to be careful with her. Soon, he pushed past her cervix, and he heited deep inside her womb, her rump resting atop his giant knot. "Nnnn.... Ohh..." The werewolf panted slightly and held Midnight's hips in his paws, trying to keep his thought straights with such wonderful stimulation pounding his senses.

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Thorn smiled at Emma, and then gently took one of her nipples into her mouth with a soft moan. She began sucking lightly on the hard tip, and she occasionally swirled her tongue around it. Her hoof went up and gently fondled the other breast, and she felt her loins burn as she pressed her hoof into the soft flesh.
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Midnight had moaned without restraint as she was lowered onto Clockwork's shaft, and she was left unable to speak from the indescribable pleasure. She was left panting lightly after he hilted inside of her, and she firmly ground her hips into his member. "It's so big...so good...so goooooood..." She moaned out passionately. If Clockwork could make her feel this great on even a regular basis, then she would do everything in her power to keep him around. She could barely imagine how it would feel to be brought to orgasm by such a strong and well-endowed stallion. Her only guess was that she would be screaming sweet ecstasy.

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Emma gave a soft moan and held Thorn tight beneath the blankets, laying her head back on the pillow. "Mmm... Honey...." Her paw slowly stroked Thorn's beautiful, soft mane, running her fingers between the strands. She felt as if her prayers for companionship had been answered, and she would do her best to keep Thorn around. She wanted Thorn, needed her. "Thorn... Nnn... Let me make you feel good... Please...."
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Clockwork rolled onto his stomach and stood up, keeping Midnight to his fluffy chest with a paw and standing on the other three. He growled and panted in pleasure as he began thrusting quickly and firmly into Midnight, feeling new kinds of stimulation flood his senses. "Nnn.... Grrr.... Midnight...." He mumbled through his growls and moans. He let himself just pant and growl in pleasure, the only sounds in the dark room, save for the ones Midnight produced and the soft slapping of his engorged knot hitting Midnight's flank with each thrust.

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Thorn slowly and carefully turned around on Emma, and then gently set herself back down. She shot a sensual and excited grin back at her lover before pressing her lips to Emma's wet entrance, and then she slowly thrust her tongue between the hot lips. She let out a soft moan as she began licking at her lover's walls, she loved how hot and wet they were against her tongue, and knowing that she caused such arousal made her feel good.
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All that Midnight could do was squeal and lick at Clockwork's rippling muscles as she clung tightly to his chest. This was a fantasy come true for her; she had steamy dreams of being rutted senseless by a huge stallion . She felt pleasant shivers go down her spine. All of this felt incredible nearly beyond words. Those rippling muscles writhing against her body, and that huge knot smacking her rump...Midnight came with an ecstatic shout, and she gasped for air as Clockwork continued pounding her rear. She had a feeling that she was going to be quite satisfied after this.

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Emma moaned and panted as she felt her bosom pressed against Thorn's teats, and coupled with the smell of her marefriend's arousal and the sight of her large, toned rump just an inch or two from her muzzle... It drove her wild. She pushed and wormed her long canine muzzle into Thorn's folds, and her long, strong canine tongue wormed out and licked fervently at Thorn's wet walls. Emma felt as if a hole in her heart had been filled, now that she had someone to care for and be cared for by. To love and be loved by. Her thick thighs gently squeezed around Thorn's head, providing warmth and a comforting pressure, and not to mention Emma's luxuriously soft fur coat, thicker and warmer than any normal pony's, and sure to keep the both of them warm and cozy in bed.
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Clockwork kept thrusting for a long while, grunting and panting as he rutted the beautiful mare beneath him. He didn't notice any of Midnight's orgasms. All he could feel was the throbbing pressure in his member and testes, seeming to swell ever bigger inside him. Finally, he thrust one last time and shoved his knot into Midnight's folds, feeling it swell up and locking the mare onto his shaft. He threw his head back and howled as he pumped his rut-buddy full of his hot, virile seed, and he collapsed onto his side, panting like a dog as he curled up around Midnight and snuggled her to his fluffy chest. "Murrr....."

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Thorn whimpered and squealed quietly into Emma's folds, and she had to take a moment to get used to the wonderful feeling. It had been too long since she was last touched like this. With a soft moan, Thorn began to lick quickly and firmly at her lover's walls, hoping to bring them both to a fast yet satisfying orgasm.
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Midnight had come to a second orgasm as Clockwork filled her with his seed, and she was currently grinding herself into his knot with soft moans. She she looked to her friend's face with a sly, almost seductive grin. "I bet it feels great to know the touch of a mare after so long, especially one who appreciates your endowments so well." She purred. She was quite satisfied at the moment, both mentally and physically. Knowing that she had effectively seduced such a powerful, well-endowed male made her feel as if she were on top of the world. "I want you like I've wanted no other male, and I'd be happy to satisfy you whenever you please." She chuckled softly to herself. "How does that make you feel, Clockwork?" Her voice was smooth and confident, and it was like dark chocolate to the ears.

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Emma squealed and panted into her lover's marehood, and her paws went up and eagerly groped and massaged Thorn's bountiful rump, causing her to moan louder at the feeling of the toned, warm flesh. Her tongue kept licking hard and deep, wanting to give Thorn as much pleasure as possible. Emma also still wanted time to go out and look for her lover's guitar. Part of her wanted to her Thorn play, as she was sure it would sound beautiful.
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[.... Well, it was more of a favor. He wanted a friend, and it was more to make her happy, not to sate his own lust. Seducing him, after he's gone that long without? Nnnnnot so much. ]

Clockwork kept panting with satisfaction, though he frowned as he head Midnight's rather erotic words. While he deeply enjoyed the act they just performed, he would have preferred it if she wasn't speaking in such a tone. It made him feel a bit awkward. "I would prefer it... if you stopped trying to seduce me.... every ten seconds..." He said between short bouts of panting. "While I'd be happy to do this again... it's a favor right now... As I've stated, I've gone several centuries without a mare's touch..." He took a deep breath as he calmed down from his panting. "Seducing me is not going to happen unless I let it. I've worked very, very hard on self-control, and I don't ever want to lose control again..." He closed his eyes and let out a sad sigh. "Not after what happened last time..." Self-control was clearly a big deal for the werewolf, and he looked down at Midnight to see her reaction. While he didn't want to drive her away, he had to be adamant about what he was and wasn't comfortable with.

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Thorn began grinding her marehood into Emma's muzzle as she felt the small pressure in her loins begin to rise. She had went without sex for so long, that her lust was starting to pour out into this one moment. Her hooves squeezed her lover's powerful sides, and suddenly she felt her lust intensify.
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Midnight sighed heavily, and then she nuzzled Clockwork's chest. "My bad...So is there anything else you wanted to do? I haven't had a friend for a long time, and I'd be happy to spend more time with you." She looked up to his face with a warm smile, and then she kissed his chest.

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Emma moaned and licked faster and harder, eager to taste more of Thorn's sweet feminine nectar. Being love-starved for most of he life, the lupine was all too happy too make love to a sexy, kind, beautiful mare as the one in bed with her right now. She felt her own loins growing hotter and wetter, and she knew her climax would be soon.
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Clockwork smiled thankfully and placed a big, wet lick on Midnight's cheek. "Thank you for understanding. I would be happy just to hold you for a little while. I'd rather not turn the lights on, if that's alright. I just..." He let out a soft sigh. "Even after all this time, I still haven't gotten used to my own image. It terrifies me, deep inside, as much as any Deathclaw or mutant would." He unconsciously held Midnight a little tighter to his fluffy chest, burying his snout in her mane and comforting himself with her scent, all while his knot was still buried inside her.

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Thorn's moans grew louder as time passed, and eventually they bordered on screams. The pressure in her loins became too intense for her to hold back, and she came with a loud squeal. She was left panting and moaning softly as she rode out the orgasm that she so desperately needed after all this time.
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Midnight kissed Clockwork softly on the cheek. "I rather like your image. You're big, strong, fluffy, warm, and-" She was cut off as her grinding abruptly brought her to orgasm, and then she moaned quietly. "Sexy...That's what I honestly think."

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Emma's moans of pleasure eventually evolved into squeals, then screams of pure bliss and rapturous pleasure as she felt years and years' worth of lonely nights fade away, washed away in the love she was given by Thorn. The lupine slowly pulled her muzzle out and buried her face in her lover's deep bum cleavage, moaning softly from the soft, warm, furry flesh. "Mmm... Oh, sweetheart... Oh, honey...."
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Clockwork murred at the soft pleasure of feeling Midnight grind and orgasm on his shaft, and he gave a hopeful smile. "R-really? Okay... Um... Could you help me? With better accepting myself. Self-esteem is something I've been lacking lately...." He mumbled, and he pressed his large, wet-nosed muzzle to Midnight's mane again and continued breathing in her scent, feeling comforted by the mare's smell. She smelt... pretty. It was the only way he could describe it.

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Thorn pulled her face away from Emma's slit, and then she nuzzled her lover's powerful thighs with a soft moan of satisfaction. "No one's touch me there in such a long time, I'm so glad that we did this..." She rubbed her cheek all over the plush fur of Emma's leg, admiring its softness.
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Midnight grinned mischievously up at Clockwork's face as she resumed grinding herself on his shaft. "I think that sounds fair. You help me with...with..." She gasped as she was once again brought to orgasm. "My heat, and I help you with your self-esteem." She moaned lewdly as she felt herself once again near a climax.

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Emma slowly picked Thorn up and turned her around, and laid the mare's head down on her breasts, panting softly as she licked Thorn's cheek. "Mmm.... I'm glad, too... So glad..." She rested her cheek against her lover's mane and breathed in her scent. "You feel so good to hold..." After a few minutes of cuddling her marefriend, the lupine let out a sigh and slowly sat up. "Okay... Gotta get going if we want to find your guitar..." She slowly climbed out of bed and slipped back into her clothes, put on her armor and took her weapons, then went down into the basement and activated Aegis again. "Good evening, my lady." Emma led her robot out the front door and waited for her lover, and once she was ready, she led the trio to Ponyville again. "Alright, Aegis, patrol the area and look out for any trouble. Thorn and I are going to look for her guitar." Aegis nodded and cocked his sniper rifle, which had a very large drum barrel magazine so it didn't have to reload for entire missions. While the robot began sweeping the area, Emma looked to her lover. "Alright, sweetie. Where do you wanna start looking?"
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Clockwork smiled and nuzzled Midnight's cheek, and his magic slowly turned on the lights, keeping them at a dim level so they weren't glaringly bright. It was dark enough to relax in, but bright enough to see everything clearly. The werewolf sighed as he looked down at his huge wolf-like body. "Well... Here I am..." He said with a sad tone, still cuddling Midnight to his chest.

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Thorn took a moment to think over where the bandits could have gone. "Maybe we should start looking in the library, it's one of the larger buildings here." She gave Emma a warm smile. "When we find it, I'll play you a song. Sound good?" She wanted dearly to play her guitar again. In the coldness of the Wasteland, her only joy was her music and Emma.
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Midnight raised her head up, and then she looked over Clockwork's body with a neutral expression. Her trademark grin crept onto her lips after a few seconds, and then she turned back to her friend. "My opinion still stands, Clockwork. I'm not afraid of you, I think you're sweet."

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[I said that they were already in Ponyville.]

Clockwork smiled and let out a sigh, holding Midnight to his chest and stroking her mane with his paw. "Thank you, Midnight... It means a lot to hear you say that... Can we just lay here for a while? I... I like holding you..." The werewolf closed his eyes and let out a soft sigh, resting on his side and keeping his friend warm inside and out, with his massive member and his fluffy fur.

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Midnight let out a soft moan as she nuzzled Clockwork's chest, and then she buried her face in his fur. "I'll stay here as long as you like, sweetie." He was better than any blanket at keeping her warm, and he was much softer than any of the garments that were laying around after the war.

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Emma smiled from behind her welder's mask and nodded, her revolver drawn as she walked towards the library and slowly opened the door. While she had did her best to drive off the pack of raiders, she doubted all of them left. She peered into the dimly lit library, a shadow of its Pre-War glory, and looked around at the viscera and gore, typical for raiders. As she turned the corner and stepped into the main room, she heard something creak in the kitchen, and she turned and pulled the trigger. A raider with an axe dropped to the floor, a hole in his eye socket and into his brain. The crude wrappings on his abdomen showed that he had survived the initial onslaught from earlier that day with some injuries. After quickly sweeping through the rooms, Emma called out to Thorn. "All clear, hon!" She then began searching the house, looking through the rooms and containers for anything resembling a guitar.
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Clockwork sat up against the wall and let out a deep sigh, his eyes closed and his muzzle resting against the top of Midnight's head. "Mmm... You're so warm.... Say, are you hungry or thirsty? This Stable still has working facilities, and even the plumbing still works just fine. Clean water from all the faucets, and I can use my magic to pull over some food." His horn lit up, and a door on the other side of the room opened, and out floated a crate full of various food items. "Any favorites?"

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Thorn had ducked behind a bookshelf for cover, and she only came out after the gunfire had stopped. She walked into the center of the room, and then she slowly looked around the room with a trained eye. After a minute or two, a shape on top of one of the bookshelves caught her eye, and suddenly she felt her excitement rising. She lit her horn and wrapped the item in her pink magic, and then she slowly floated it off of the shelf and to the floor. Her eyes widened as she realized that it was her guitar, and then she let out a soft squeal of delight. "I found it!"
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Midnight's stomach growled loudly at the mention of food, and then she chuckled softly. "I think I worked up an appetite. Baked beans and some Dandy Boy Apples sounds good right now." She hadn't eaten anything since breakfast, and she couldn't eat anything while flying, so she felt quite hungry at the moment.

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Emma smiled and ran back downstairs, her pockets filled with a few bags of chips, some water bottles, a bottle of Nuka-Cola, and a can of tomato soup. "And I found a bit more food. Come on, let's get home." Emma led her lover put the door, where Aegis was waiting. The three of them soon arrived back at Emma's house, and Emma unloaded her pockets, took off her armor once again, and after putting Aegis in the basement, the lupine shed her clothing and snuggled back under the bedsheets. "Let's get some rest, sweetie. I'd love to hear you play in the morning."
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Clockwork smiled and floated over the Dandy Boy Apples to Midnight's hooves, stroking her back lovingly as he did so. "Would you like me to heat the beans up first? And I could also get you something to drink, hot or cold as well." The werewolf felt something satisfying about tending to Midnight and caring for her. It was like he had some sort of purpose again, even if it was relatively small in the grand scheme of things. Then again, in this moment, it was all that mattered. "I... I like making you happy..." He said softly, smiling down at Midnight as his member throbbed inside her.

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Thorn had stood her dark green guitar in a corner of the room, and she was currently laying on the bed. She crawled underneath the covers with Emma, and then she kissed her softly on the cheek. "Love you." She whispered softly before laying her head down on the pillow. While she wasn't yet in love with Emma, she certainly cared for her, and she could definitely see herself falling in love with someone as sweet as her.
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Midnight smiled warmly as she nuzzled Clockwork's chest with a soft moan. "You're such a big sweetheart..." She looked up to his face with a small grin. "And yes, I'd like the beans heated, please." She was greatly enjoying her time here, much to her surprise. She never thought that she would have found a friend with benefits in this Stable, much less a potential lover.