> The Kilala(Clop)verse
>  by Blck-Dynomite
> --------------------------------------------------------------------------

> Anthea x Amber Lily
> --------------------------------------------------------------------------

It was a typical night; well, as typical as it gets for Amber Lily and Anthea. The young blind girl had just turned eighteen, her friend and sister figure, Amber Lily, had invited Anthea over for a night on the town in Canterlot. It took some negotiating to get Fluttershy, Anthea’s adoptive mother, to let her stay over at Amber’s place, but after some reassurances by Anthea, they were able to quell any fears that Fluttershy had. 

Once in Canterlot and Luna raised the moon, the two women enjoyed the night life. Annie stuck close to Amber, she had a great fear of the dark, mostly because of her vision. She wasn’t completely blind, she was still able to make out blotches of color, but at night there was barely any color, just black, inky darkness. However, that was in Ponyville, in Canterlot there were plenty of street lamps and neon signs to keep the area lit up. Of course that didn’t stop her from being a little afraid. 

Her boyfriend back home, Turquoise Blitz, was always by Annie’s side,  Annie liked having somebody close by to hold onto, or just something to let her know that she wasn’t alone. Since Turquoise wasn’t here, Annie did the next best thing, walk arm and arm with Amber. 

“I’m sorry; this must be embarrassing for you. Walking around with me like I’m your girlfriend or something,” said Annie. 

“You don’t have to be sorry; I know you don’t like the dark. I’m still glad you agreed to this though, so if I have to suffer through the terrible burden of escorting a cutie like you around then suffer I will!” Amber proclaimed. 

Annie chuckled at her friend, finding her old confidence through her words. 

“Besides, who says I don’t want people thinking you’re my girlfriend? I wouldn’t mind if it was a damsel like you.”

Annie rolled her eyes. “Oh yes, please Amber, whisk me away into a night of forbidden passion and debauchery!”

Both girls laughed at their shared joke. Annie had developed a risqué sense of humor thanks to Amber, though comparatively, Annie’s sense of humor was tamer than Amber’s. It even showed in their choice of wardrobe. Annie was wearing a pair of black knee high black socks, and some jean shorts that came down to about halfway on her thighs. She also had on her pink cardigan, which had a white tank top underneath. Amber on the other hand was a little more out there. She wore tight jeans that showed off her slender legs and curvaceous buttocks, along with some black leather boots that stopped below her knee. Her goldenrod yellow shirt hugged her chest, displaying her D-cup bust for all to see. 

“But seriously, I’ll take you to one of my fave bars. They play live music and their selection is pretty great too. What do ya say?”

“Lead on!”

And lead she did, Amber took Annie to her favorite watering hole, the sign hanging above the bar read “Prancing Pony” (and no it’s not a strip joint). From what Anthea could tell, the place was packed, hearing a cacophony of sounds in every direction. The smell of the beer and wine, as well as the excitement in the air from the people, the band playing on stage was rocking some country music, despite Canterlot’s upper crust attitude they didn’t deny good music when it was being played. 

Amber led Annie to a booth where the two of them sat. Amber watched as a woman with blue hair and a white cowboy hat started sawing away at her fiddle as the guitarist shredded, and the guy on vocals sang loud and proud. A few times Annie and Amber got up from the booth and danced along to some the songs being played. Amber couldn’t help noticing how graceful Annie was, despite not being able to see well, she had a natural grace that seemed to flow out through the music, as if she had always knew how dance. 

The older girl couldn’t help but notice the looks they were getting, she knew they looked good, and she didn’t mind the attention, but this was Annie’s time out, not time for these other guys, and girls, to make a move. After the third song, both Amber and Annie were pretty wiped; they plopped into their booth and giggled happily. 

“Whew, didn’t know you were a good dancer Annie,” said Amber. 

“Neither did I, but the music just moves me, y’know?”

“I do. I’m going to get us something to drink.”

“Um, Amber, you know I’m not legally allowed to drink right?”

“I know that, I’m just getting one for me, and maybe a cup of wine for you,” said Amber with a wink. 

With that said, Amber left Annie at the booth. Normally she’d be freaking out, but the constant thrum of the music and the voices of the crowd didn’t make her feel as alone as she would’ve felt. 

“Well hello there.”

Annie turned in the direction of the voice. She couldn’t make out who it was, but she could tell that the voice was definitely male, and he had a snobby Canterlot accent as well. The guy was a typical pretty boy, his hair was white as snow with a single blue streak through it, and he wore a jacket that hung off his shoulders like a cape. 

“Um, hello, who are you?”

“The name’s Proletariat, but you can call me Terry for short.”

“Oh, okay, nice to meet you Terry.” 

“Likewise, I saw you dancing earlier, and I have to say, you were quite stunning.”

Anthea blushed at the compliment. “T-Thank you, it was my first time dancing like that.”

“Really?! From what I could tell you were a natural, like you’ve been doing this all your life.”

Annie could tell this guy was hitting on her, but from what she could sense from his tone of voice, he was sincere in his compliments. 

“You know, there’s a better place to have a good time, there’s a private party that only a privileged few are getting to go to, and I was thinking of asking you to come with.”

Annie chuckled nervously. “Um, no thanks, I’m actually here with a friend and we have plans –”

“Oh then bring your friend along, I’m sure we can all find something fun to do at the party together.”

Annie felt the boy grab her hand, making her flinch. She didn’t need her sight to tell that his intentions for her and Amber were less than pure. But before the boy could drag her out of her seat, a cold liquid splashed all over the boy’s head, making him release Annie and step back as he spluttered the liquid out his mouth. 

Amber had appeared next to Annie, looking at the boy with a dangerous glare. “There something you need pal?”

“What the hell was that for?! And who the hell are you?!”

“Name’s not important, what you should know is that I don’t like guys hitting on my girl,” said Amber, standing strong and proud before the boy. 

Annie’s face went beet red when Amber called her “my girl”.  The boy however looked at her incredulously. 

“Yeah right!” 

“Don’t believe me?”

Amber then grabbed Annie and brought her close, placing a hand just above her waist. She then leaned forward and let her long hair cover their faces. Behind the veil of hair, Amber’s cheek rested against Annie’s slightly, giving the illusion that they were making out. She looked at the boy through a slight gap in her locks, making sure that the boy had gotten the message. He then huffed and stormed away, pushing through some of the other people as he left. 

Amber leaned back and breathed a sigh of relief. She then gave Annie an apologetic look. “I’m sorry Annie; I just thought he’d back off if he thought we were…”

“No that’s fine! I was just surprised is all…Um, what would plan B have been if he turned out to be one of those perverts who doesn’t care one way or the other?”

“Oh, easy, I would’ve beaten his ass so hard he would end up at Canterlot General, and then I’d make sure I was his nurse.”

Anthea laughed, knowing she’d further torture the poor guy while he recovered in the hospital. 

“C’mon, night’s still young!”





Anthea and Amber Lily got back home at around eleven-thirty. The two girls were still pretty jazzed up so sleeping was out for now. Amber had Annie sit at the living room couch while she went and changed. Annie kicked off her shoes and levitated them to the hall closet for now. A few seconds later, Amber came downstairs, wearing a t-shirt that was very low cut, allowing it to expose much of her neck, shoulders, cleavage, and breasts. She also wore a pair of gold silk panties, which verged on the skimpy side. Anthea didn’t mind, they were both girls after all, and hey, it was Amber’s house. 

Amber headed into her kitchen and brought out a beer can for herself, she plopped on the other end of the couch, opened it, and took a sip. 

“Whew! That was fun! I still can’t believe we got hit on five more times after that idiot!” Amber exclaimed. 

Annie giggled. “Yeah, but it was fun nonetheless. Thanks for taking me out.”

“No problem, we don’t get to hang out as much since the guys and I moved up here, I like to make sure my favorite lil’sis gets to have fun, and especially on her eighteenth birthday!”

“Yeah, officially an adult, it’s weird, not as different as being seventeen.” 

“Give it a few months and you’ll see,” Amber sighed and laid her head back on the couch armrest. “You know, I did plan on getting you a birthday present that was little risqué, but  the guys talked me out of it.”

Now Annie was curious, crossing her legs under her as she turned to look at Amber. “Really what was it, probably some skimpy underwear that would give Mom a heart attack, right?”

“Oh no, nothing like that. I was just going to buy you your first dildo was all.”

Annie’s face flushed at that. “M-My first what?!”

“Dildo, you know, long, sometimes made of silicone or plastic, comes in various shapes and sizes, and you use it to –”

“I know what it’s used for! You…You were really going to get me one?”

Amber nodded. “Yep, and if you didn’t want it I’d take it.”

“W-Well I wouldn’t say I wouldn’t have accepted it, it’s just, I really don’t have that many places to hide it if I did have one, and even then what would my Mom think if she saw it?!”

“Pfft, she probably has two or three of her own hidden somewhere, and after what Mrs. Rainbow Dash told me, I wouldn’t doubt it.” 

“True…” That’s when Annie caught onto something that didn’t click right in her mind. “Wait what did Mrs. Rainbow Dash say about my Mom?”

“Oh…she told me that she and your mom…um…had sex a few times when they were younger…”

The world felt like it had ground to a halt. “My Mom…and Prism’s mom….had s-sex with each other?! How do you know that?!”

Amber rubbed the back of her head nervously, she hadn’t meant for that to slip out, but now that it was out there was no point in hiding it. 

“She was visiting a Wonderbolt buddy of hers at the hospital I work at, I was the attending nurse and she remembered me from that last time we all got together. I asked about how you were doing and your mom, and somehow, we got onto the topic about how she and Ms. Fluttershy used to sleep together, sometimes…”

“But, Mrs. Rainbow Dash is with Mr. Soarin! How…?”

“Yeah, Mrs. Rainbow Dash fell for Mr. Soarin; she said it surprised her too. But it was Ms. Fluttershy, your mom, who decided to end the whole ‘friends with benefits’ thing they had. She didn’t want to come between Mrs. Rainbow Dash and Mr. Soarin, or make her have to choose between them.”

Amber sat there a moment, letting that information sink in. It made some sense to her, why her mom never seemed to be too concerned with finding her special someone, despite Annie’s best matchmaker efforts. Maybe she was aiming for the wrong gender the whole time. 

“Does that bother you? That your mom may be into other women?”

“No…not really, I was mostly worried that she wasn’t happy, and yes, I always wanted a Mom and Dad, not that I’m complaining, Mom’s been great to me all these years. It’s just…I wonder if the reason she never went to find someone was because of how I’d react. I mean, I’d be a little weirded out at first but so long as she was happy then I would be too.”

Amber couldn’t help but smile at how mature Annie had become, a sense of pride welled up in her heart from knowing she had a little bit of a hand in making her into the woman she was now. 

“While we’re on the subject, have you ever thought about that? What it’d be like to be with another girl?”

Anthea’s face went red again as she twiddled her thumbs. “Um, once or twice…sometimes, when I’m with my female friends, I kind of ‘ship’ them. Sometimes I’ll imagine would it be like if Claire and Red June were together, or Starburst and Nidra, even Whirlwind and Candy…”

“Hmmm, look at you, making up little romance fantasies about your friends. So what about me?” 

“You?!”

“What, I’m not ‘ship’ worthy?”

“Well…It’s embarrassing…”

Amber Lily scoffed. “More embarrassing than admitting you fantasize about your girl friends in lesbian relationships?”

“I…you…and me.”

“What, you’re kidding, me and you?!”

Annie nodded her head, too embarrassed to look up at Amber, letting her bangs cover her face.      

“Okay,” Amber took one last swing of her can of beer and set it on the table before shooting Annie a sultry look, “let’s do it.”

Annie looked up at Amber incredulously. “Do what?!”

“Make that fantasy come true, call it my birthday present to you.”           

Annie just stared dumbfounded at what Amber suggested. “Y-You don’t mean that, right? I-I don’t even know how to do stuff like that!”

Amber’s eyes became a half lidded, giving the blind girl a sultry stare as she crawled towards her along the couch. She stopped with her face just a few inches from the blind girl, even with her diminished vision; Anthea was still able to make out Amber’s unrestrained breasts swing freely beneath her baggy T-shirt. She leaned forward a little more till their chests met, making Annie shiver. 

“I do, I can show you, Annie.”

“A-Amber you’re drunk, y-y-you’re not thinking clearly – Hmph!”

Annie was interrupted when Amber leaned forward and pressed her lips against hers. The blind sorceresses eyes flew wide open as she felt Amber’s tongue evade her mouth, caressing her own wet and wriggling appendage, exploring the every inch of it. She then felt a hand gently rest on the back of her head, stroking Annie’s long hair lovingly as Amber deepened the kiss. Annie’s head was starting to feel hazy; she knew this was wrong, well, not really wrong, but wrong because she was with Turquoise and… 

And why does she know how to kiss so good…?

Amber watched as Anthea closed her eyes, seeing that the younger girl didn’t push her away or make any attempt to stop her, she continued. Amber then wrapped her tongue around Annie’s, coaxing it to leave the sanctuary of Anthea’s mouth and to come explore hers. Annie could tell that Amber wanted her to take the lead in kissing, a request she unknowingly was happy to oblige. 

It was so much different from kissing Turquoise, his slightly rough tongue was a stark contrast to Amber’s soft and nimble tongue. For a moment they parted, a strand of saliva connecting them as they panted with heated breath. Amber stared into the blushing face of the girl she had regarded as a little sister, but she wasn’t so little anymore, no, she was a grown woman. She looked into those sky-blue eyes, eyes that were filled with a mixture of uncertainty, distress, and a bit of lust. 

“I…I…”

“Shh, it’s alright.” 

Amber leaned forward again, but instead of going for Annie’s lips, she kissed her neck instead. 

“Aaah!” Annie squeaked. 

Amber continued to kiss that spot; she then gave it a light nip, earning another squeal from the green haired girl. Annie’s head arched back craning her neck as if giving Amber better access to her sensitive area. 

“One night Annie, that’s all.”

“B-But…”

“Do you trust me?”

Annie looked back at Amber; she could sense no ill will in her actions. In fact everything from the kiss to her necking was done with loving care. 

“Y-Yes…”

“Then trust me to listen to you. If you want me to stop, then I’ll stop right now and we’ll never speak of this again. But let me show you how good this is.”

Annie took Amber’s words to heart, she knew that she would never hurt her, and the fact that she was offering her a chance to discontinue this was did help. Although, now that they had started, Annie was feeling a heat rise between her legs, one that she thought only boys could coax out of her. It was too late to stop now, she was worked up, and honestly, she had always wanted to experiment with such activities with the girls back home, but was too afraid that they’d think she was gross or weird for even suggesting it. Amber was open; they always were, never holding anything back from each other. If there was anybody that Annie could feel comfortable in doing this with, it’d be her. 

“O-Okay…but…”

“But?”

“C-Could we go to your room? I don’t want my first time with a girl to be on a couch …”

Amber smiled gently at the young blind her, she brought Annie in close, pressing her head to rest against her ample D sized bosom. Annie didn’t feel the lust that was put into her actions before, this was comforting. 

“Of course we can, you didn’t really think I was going to ravage you here did you?”

Annie chuckled nervously. “F-For a moment, yeah…”

Amber released Annie and sat up. She then took hold of Annie’s hand and guided her up off the couch, leading her to her bedroom upstairs and down the hallway. With each step Annie took, her heart raced faster and faster, knowing what they were about to do the moment they got inside that room. Would she like it? Would Amber be gentle?  Would she do something wrong and make Amber mad? So many questions going into forbidden territory and still there was the nagging voice in her head that told her that she would be cheating on Turquoise if she did this. 

But it wasn’t cheating, was it? This was just a…A fantasy! Just a night for exploring parts of her sexuality that she never could do with her friends back home, and really, she couldn’t have picked a better partner, at least Amber wouldn’t take advantage of her. Not that she thought any of the girls back home would in the first place.

So lost was Annie in her inner dialogue that she didn’t notice that they had stopped walking, nor did she react when Amber closed the door behind them, but she did flinch when she heard the “click” of the door locking behind them. She quickly turned around and saw Amber leaning against the door. 

“We don’t want Hot Head and Lucky walking in on us. It can get all kinds of awkward if they did.” 

“O-Oh yeah, definitely don’t want that!”

“Um, Annie, you wouldn’t happen to know a spell that can dampen sound? I mean, I don’t want either of us to hold back our voices, and I want you to be vocal when we start, don’t be afraid to tell me if you don’t want me do something.”

Annie was amazed, despite the fact that she could tell that Amber wanted to just throw her onto the bed and start fucking her brains out, she still took the time to make this as comfortable an experience as she could. Annie nodded and motioned for Amber to step away from the door. Her right hand lit up with her light-green aura glow, she then waved her hand, creating a layer magical energy that covered the walls, door, window, and floor, anything that could allow sound to escape the room. Once the spell was over, Anthea took a deep breath. 

“Okay, it’ll stay active for as long we need it.”

“Good~”

Amber slowly sauntered over to Annie, she gently brought her right hand to rest on her lower back and give a slight push towards her. The older girl then used her left hand to gently caress Annie’s cheek, bringing her into another passionate kiss. Annie closed her eyes, allowing her sense of taste and touch to take over. She could taste the alcohol on Amber’s breath, and she had to admit it was making her a bit lightheaded, but in a good way. Amber broke the kiss and looked down at Annie. 

“Now let’s get you more comfortable before we start.”

“M-More comfortable?”

“Your clothes, you didn’t want to do it with them on did you?”

“Why don’t you strip first?!”

“I’m already in an oversized t-shirt with no bra on, and wearing only panties, I’m more or less stripped. But, if it makes you feel better, you don’t have to take off your panties.” 

Amber stepped back and took off her t-shirt, allowing her breasts to show freely. 

“We’ll just go with half naked for now.”

Annie nodded.

The blind girl inhaled and exhaled slowly as she worked her cardigan off her body, handing it to Amber who then tossed it onto a nearby armchair. A white tank top followed suit, Annie then moved to unbutton her jean shorts, unzipping them, and sliding them down to the floor. Exposing her pink bra and panties, with a green flower printed on the front of her panties. Annie then used her magic to unclasp the hook of her bra, letting it fall to the floor, exposing her plump C-cup breasts. She instinctively covered her chest with her arms, she wasn’t usually embarrassed in front of another girl, especially Amber, but the situation wasn’t the same, so it felt like the natural thing to do.  

“Hey, no need to hide those babies, here.” Amber took Annie’s left hand into her right, guiding it till she had it rest upon her right breast. 

Annie flinched upon touching her friend’s bare breast; sure she might’ve done the occasional surprise grope on Nidra, Starburst when she wearing a sports bra, and Red June, now there was a handful. But that was in good fun, stuff between friends, this however, this was sexual, groping in order to elicit a pleasurable response from her friend – sister – girlfriend? 

“It’s okay if you want to squeeze it.”

Annie felt her mouth go dry; she gave a small squeeze to Amber’s breast. When she heard no protest she did it again, adopting a massaging motion, kneading the fleshy orb in her grasp. Amber’s breast was firm, but still had some give; she could feel her erect nipple poking at the palm of her hand, which only served to turn Annie on a little more. 

“Mmmmmm~ That’s good keep doing that…”

Amber slowly placed her hand on Annie’s shoulder, trailing it down till her hand covered her friend’s right breast. Annie closed her eyes, feeling a strange tingling sensation emanating from it. She had groped herself a few times before whenever she masturbated, but the feeling of having somebody else touch it was even better. The two girls stood there, groping and massaging each other’s bosoms, Amber trying to make Annie feel as comfortable as possible without overwhelming her. She had to admit, Anne’s breast was surprisingly soft and squishy, like a marshmallow, but there was still a bit of firmness there. 

“Does that feel good Annie?”

“Y-Yeah…it does,” she said, lost in the feeling. 

“Alright, let’s move to the bed then.”

Amber reluctantly moved Annie’s hand away from her breast, and did the same to Annie’s. She guided Anthea to the bed, sitting them both down at the foot of the bed. Amber could see that Annie was still a bit nervous, but Amber knew that once she got Annie over this shyness she wouldn’t hesitate in her actions. That’s when she had a thought on how to help with that. 

“Annie, I’m going to let you have the lead here.”

“Wha-What?! Me?! But I don’t know what I’m doing?! I don’t want to mess up!”

“You won’t,” Amber placed a kiss on the blind girl’s forehead. “I want you to explore my body, create an image of it in your mind. Practice on me.”

Amber then scooted back onto the mattress till her head rested on the pillow. Annie gulped and followed after her, crawling on all fours till she was straddling Amber’s legs, her head in position with the older girl’s breasts. Annie could just make out the sultry, encouraging smile Amber was shooting her way, giving her the okay. 

Annie then dove down to the same breast she had been caressing earlier, and began to suckle from Amber’s nipple. 

“Aaaaah~”

The sudden rush of pleasure from having her breast sucked on made Amber buck her hips up instinctively, causing Annie to stop and give Amber and worried look. 

“I-I’m sorry I didn’t – Did it hurt?! I’m sorry!” Annie apologized. 

Amber had to catch her breath before speaking. “No, Hun, no, it was – it felt great. You just found my secret kink a little faster than I expected is all. Keep going I love that.”

With her nerves settled, knowing that what she did was actually good, Annie went back to sucking on Amber’s nipple. The she circled the tip of her tongue around the areola, and gently flicked the nipple back and forth. Amber had kept one hand on the back of Annie’s head, while the other rested on her back, right between her shoulder blades. 

Amber began to let out moans of ecstasy with each suck and lick. Annie felt emboldened by the noises she was making Amber let out with her suckling, she decided to be a bit more kinky and lightly nibbled on the erect teat. Amber let out a gasp, and did everything she could from gripping hard onto Annie’s hair and back. Annie continued to nibble on the erect nipple, rolling it between her teeth and applying pressure to the point where it almost hurt. Meanwhile, Annie’s right hand occupied itself with groping Amber’s unattended left tit. She squeezed and kneaded, mimicking the sucking motions. When she went back to biting she pinched the other the nipple, copying the same motions her mouth was doing. 

During the whole process, Amber continued to let moans of pleasure and little squeals that Annie found cute. Amber was becoming aware of the growing wetness between her legs, and no doubt she knew there was a wet spot where her womanly juices had stained her panties. Anthea was having a similar thing happen, feeling a growing dampness between her legs the longer she played with Amber’s breasts and the sounds she made her let out. 

Annie wanted more, so she forewent the breasts, giving the older girl time to recuperate. She then trailed kisses downward, underneath each of her breasts, down her stomach, stopping to make out with Amber’s belly button and moving further down. When she reached the waistband of her panties, she froze. 

Up till now we’ve just been messing around……If…If I go any further then…there’s no going back…

“Annie what’s…what’s wrong…?”

Annie looked up at Amber, she could almost make out the sexually frustrated look on her face as she propped herself up on her elbows, her chest rising and falling from her earlier ministrations. She couldn’t leave Amber like this, besides, she had already gone this far, and when would another opportunity present itself like this, and with somebody she was comfortable with? 

“Nothing, I’m fine now. Are you ready?” Annie asked. 

“Definitely.”

Annie worked her fingers into the waistband of the silk panties and began to gently bring them down; she could already smell Amber’s hot sex, strong and musky, but surprisingly good. With each inhale, her acutely sensitive nose made her mind grow hazy with lust. She stood on her knees and worked the panties up Amber’s legs, the older girl lifting them up so she could get them completely off. Annie then tossed them onto the floor over her shoulder, allowing Amber’s legs to fall on either side of her, spread eagle. She followed the scent of Amber’s pussy back to its source, crawling between her oldest friends legs. 

Amber couldn’t help her face growing bright red, she never had guy look at that part of her before, and now Annie was staring directly at it. True she probably couldn’t see a thing of it, but it was the fact that she was right there, inhaling her scent, and breathing on it. Some part of her mind, the rational part that wasn’t completely mental, urged her to stop this now while there was still time, of course all thought of that was quashed out of her mind when she felt Annie's lips meet her nether’s. Amber bolted upright, arching her back as her finger nails dug into her mattress. 

“Aaaaaah~! Annie what the he-aaaaahhh~”

Annie used her fingers to part Amber’s nether lips, nipping at the labia and stretching them ever so lightly before swirling her tongue around the outside. Annie then plunged her tongue deep into Amber’s love tunnel, lapping the juices that flowed freely from it. Her sensitive sense of taste allowed her to enjoy Amber’s unique flavor, tangy with just a little saltiness, and she couldn’t get enough. She pushed her tongue further in, licking the inner walls of her pussy, and scraping her upper teeth against her sensitive love button. 

The blind girl could already feel her pussy getting wetter and wetter, she didn’t want her panties to get any dirtier so she raised her butt and pulled them down till they rested around her ankles and dove back down again. 

“AANNNIE! OH CELESTIA!” 

Amber couldn’t believe what was happening to her, Annie was assaulting her pussy with a skill she didn’t know she had! Her tongue was hitting her g-spot over and over again, just almost enough to make her cum. She wanted to grab Annie’s head and shove it further into her sopping sex, but she couldn’t, despite this amazing skill, she had to keep her promise to make this enjoyable for her, although right now Amber was getting most of the joy. 

The older girl continued to cry out in bliss from Annie’s ministrations. Somehow she could sense Amber’s need to release and ceased her probing and concentrated on her clit. She brushed the hood off with her tongue and began working on it like she did Amber’s breasts, rolling it between her teeth and sucking on it strongly as if she meant to take it off. That was more than enough to send Amber of the edge. 

“Annie I-I-I’m cumming! Aaaaahh~”

Annie felt her friend’s sex quiver and clench as her orgasm rocketed forward. The blind girl quickly placed her mouth over the opening and allowed Amber’s clear, stringy juices to flow into her mouth and down her throat, she even suckled, pushing her tongue inside to coax out more and prolong Amber’s orgasm. The older girl’s back arched up as her hips bucked wildly against Annie’s face. Amber’s legs clenched around Annie head, keeping her there, she even groped herself as she rode out her climax till its blissful end. 

When it was over, Amber lowered herself back onto the bed, her legs spreading out more to release Annie as she heaved and panted, basking in the afterglow of, possibly, the best orgasm she had ever had. 

Annie propped herself up on her elbows, wiping the remnants of Amber’s cum off her face. She never imagined she could get so turned on by drinking another girl’s juices like that; it actually gave her a mini-orgasm when she felt Amber’s inner walls clench around her tongue and milk it for all it was worth. Now she was keenly aware of her pussy’s wetness, feeling a trickle run down her inner thigh. 

“Amber that was…was…Amber…?”

Anthea didn’t know if it was a trick of the dim lighting or her semi-blind eyes messing with her, but she could’ve sworn Amber’s hair was…sparkling, giving it a crystal like sheen. When the older girl opened her eyes to look at Annie, she gasped when she saw two shimmering, emerald eyes stare back at her. Even through her partial blindness, these stood out greatly. 

“Wh-What’s wrong…?”

“Your hair…Your eyes…they’re…sparkly…”           

Amber let a lazy smile spread across her face. “Yeah, that happens sometimes when I get myself off or basically when I feel a rush of adrenaline…One of my parents was from the Crystal Empire, so… whenever I get excited like this…I kinda shimmer. A literal afterglow…although it never was this sparkly before…guess that means you really rocked me…do you think it’s weird?”

Annie crawled up Amber and cuddled into the older girl’s embrace. “I think it’s beautiful.” 

Amber held the younger girl tighter, pressing up against her breasts, although Annie wasn’t complaining. 

“You’re the first person to ever see me like this, Annie. I’m glad I got to show you, even though it was unintentional.”

“Um, Amber, I know you just had an orgasm and all, but…would you mind helping me finish?”

Amber looked down Annie’s body and at her squirming legs as she rubbed them together. “Of course, I wouldn’t leave you hanging like that. But first, you gotta tell me, where did my little Annie learn to eat pussy like that?”

Anthea blushed and averted her eyes. “I really can’t say…”

“What, are you secretly whoring yourself out to the girls in Ponyville?”

“Amber! Hell no!”

“Good, ‘cause then we’d have to have a serious talk if that was the case. So who taught you how?”

“She didn’t so much show me as much as tell me.”

“Okay, so who’s the ‘she’?” 

“I promised not to say,” said Annie. 

“Was it one of those Pinkie Promises you told me about?”

“Well…no not really…”

“Then I promise I won’t tell. Nothing we say leaves this bedroom.”

Annie wrestled with telling her, but the ache between her legs made her priority’s skew a bit. 

“Amber I promise to tell you whatever you want to know, but please just eat me out first!”

Amber suddenly developed a devious grin. “Oh no, I want to know who it was that showed my Annie how to be a talented little carpet muncher. And I have ways of making you talk.”

Anthea shot back with her own devious grin. “Did you forget who has the magic? I could just push your faaaaaaaiiiiiiiiiiiiiiiiiiiiice!!!”

The young blind girl suddenly felt something long and wriggling go into someplace that things generally weren’t meant to go in. 

“A-Amber tell me you just didn’t stick your finger in my butt!”

“I did.”

“W-Why the hell would you –?!”

“It’s called ass play, or anal stimulation. You’d be surprised how good fingering your asshole is while fingering your vag. It makes it feel like you’re getting it in both holes at once.”

Annie pushed away from Amber and was able to get the older girl’s finger out of her forbidden place. But Amber quickly pounced on Anthea, wrapping one arm around her stomach, bringing her to a kneeling position; she then pushed her middle finger back into Annie’s anus, making the girl stiffen up. 

“A-Ah-Ah Amber...take it out…!”

“Not until you tell me. You know, I can make you make cum just like this.”

Annie’s eye went wide. “Y-You wouldn’t dare!”

“Now how lewd would that be, cumming from having your anus fingered. I’m getting turned on just thinking about it.”

Amber began slowly dragging her middle finger out and plunge it back in just as slow, her tempo stayed the same as Annie stayed in the stiffened state, feeling her anus being probed by her friend’s finger. And as much as she didn’t want to admit it, she was deriving some strange erotic pleasure from having a spot not usually meant for sex stimulated in such a way. 

“Tell me who it was Annie or I’ll go faster, or maybe that’s what you really want?” Amber teased. 

“N-No…!”

“Alright, two fingers it is.”

Amber removed her middle finger from inside Annie; she then brought her ring finger and pushed it inside herself, shivering from how sensitive her pussy was from her earlier orgasm. Once she was certain she lubed it up enough with her juices, Amber quickly reinserted her middle finger. Twirling it around Anthea’s tight hole and making the blind girl let out embarrassed squeals. With a probing tap, Amber easily slid her ring finger right beside her middle, both working in tandem to stretch Annie’s tight asshole further. 

Annie doubled over, her legs shaky, she had never had anything go into her from that spot, and now Amber was pumping her two fingers in and out at a steady rhythm, working her hole as it made lewd squelching noises with each passing. She felt it all, how Amber curled her fingers inside her, pressing and caressing the inner walls of her anus, gently twirling her fingers back and forth like a corkscrew, and switching back to her thrusting. Annie didn’t know if it was due to her oversensitivity to touch, but the more Amber played with her ass the better it felt. She felt her love juices flowing down her inner thighs at an increased frequency; the feeling of getting anal was just as pleasing as if Amber was playing with her pussy directly. 

“No…No way…I actually like this?!” 

“You might want to tell me soon, or I’ll get you addicted to this~”

Amber pumped harder and faster, causing Annie’s upper body to fall to the mattress while her lower half stayed up, putting her in an even lewder position than earlier. She moaned and panted with each thrust, trying hard not let herself cum from this, but she was quickly losing that fight and so she gave in.

“IT WAS NIDRA! SHE TOLD ME HOW!”

Amber stopped her ministrations so Annie could talk more easily. “Go on…”

“W-We got together one time, just hanging out. We started talking about like ‘what if” stuff, like ‘what if I liked girls more than boys’ or something like that. Nidra told me about the times she went out at night; because she’s half nocturne she’s more active at night than she is during the day. But she said how that when she felt like screwing around she’d often pick up a girl…or two…at clubs and just have it at it with them!”

Amber raised an eyebrow at that. “Really, I always pictured her as one who loved the cock, particularly your boyfriend’s.”

“Sh-She does, but Nidra said she also likes fucking with other girls too! She told me about some of the times she went down on some girls and how others went down on her…Nidra can be very…graphic when she describes certain things. But that’s how I knew what to do, I just remembered what Nidra told me about those times and I used it! I swear!”

Amber moved forward and rested her breast against Annie’s back, her cheek nuzzling the right side of her Annie’s lush green hair.

“Annie, thank you, and I promise I won’t tell anyone….But I’m still going to make you cum with your ass.”

“WHAT!”

Amber doubled her efforts from before, thrusting at a rapid pace within Annie’s tightening sphincter. The older girl then reached around and began groping Annie’s breast hard, making the blind girl cry out in ecstasy. A few more thrusts and Annie threw back her head crying out in bliss as the dam finally burst. Streams of cum flowed down her inner thighs as her pussy convulsed, spurting out even more onto the sheet below her. Amber could feel her fingers being trapped within Anthea’s ass as it tightly clenched around them, almost like a vice. Amber settled for wiggling her fingers inside, making Annie’s orgasm last a bit longer. 

With a few bucks, Annie’s quivering legs gave out; Amber gently eased her down onto the bed, and slipped her fingers out when she relaxed after it was over. Amber laid there next to Annie, stroking the blind girl’s hair caringly as she let Annie bask in her afterglow. After about a minute or two, Annie’s eyes fluttered open and looked across to Amber. Even with her blurry vision she could tell Amber still had her sultry smile, and her shimmering eyes and hair were still visible. 

Annie turned her head to the left and pouted. “You made me cum with my ass…”

“Oh c’mon, you liked it.”

“Still, I wasn’t ready. And it was kinda mean how you used it as torture to get me to talk.”

“I know…sorry. But I can make it up to you, if you’re up for one more round?”

Annie turned her head back to Amber with a look of intrigue. “How exactly?”

“I’ll show you.”

Amber helped Annie back to the pillows to rest her head. Annie then turned around so she was on her back. 

“Now open your legs.” Amber saw a cautious look appear on the younger girl’s face. “I promise I won’t do anal again unless you ask for it.”

She doubted she’d ask for it again – but if T wanted to she at least knew she liked it – but she complied with her friend’s request, slowly opening her legs, which were still tingling from her orgasm earlier. 

Amber crawled up between her legs, moving further up till she lay right on top of Annie. Something about this position felt more…intimate. Annie reached up and draped her slender arms around Amber’s neck as the older girl propped herself up on both hands.

“Ready?”

“I hate to ask, but for what?”

“This.”

Amber slowly lowered her crotch till it pressed up against Annie’s still moistened pussy. Annie let out a hiss of pleasure from the heat and contact of their sexes touching each other. She moaned even louder when Amber began grinding them together, mixing their feminine juices together as their labia mashed. 

“It’s called tribbing. Kinda similar to how guys would have sex, but without the penetration. Do you like it?”

Annie couldn’t really talk at that time, she was lost in the pleasure of having Amber’s pussy pressed against hers, the slick rubbing of their labia and the glancing scrapes of their clits. Amber could see the blind girl’s eyes were in a haze of lust and she knew what the answer was without Annie saying a word. Sensing her own pleasure growing, Amber thrust harder against Annie’s sex, with each slap of their flesh Annie let out another bliss filled squeal of delight which only served to fuel Amber onwards. Their earlier orgasms had made their pussies sensitive, but at the same time made Amber and Annie have to work a little harder to reach their climax. Neither of them minded. The intimacy of this act made it worth it. 

Amber looked down at the sweaty mess Annie was, she could still hardly believe it. The girl she regarded as a little sister, whom she helped raise since she was a little baby, was now crying out in ecstasy beneath her, looking at her with a lustful smile as she mercilessly humped her. For Annie it was the same, this girl, who helped and protected her, acted as both her big sister and best friend, was now having sex with her. Perhaps it was this, the feelings of mutual love for each other that made this all the better. They had always been closer than any of the orphans, even closer than Hot Head and Lucky Star. Was all just building up this whole time? Waiting for the day when the two of them could fully express their love and admiration not just emotionally but physically as well? 

“Amber…”

“Y-Yes Annie…?”

“Please kiss me…”

Amber smiled warmly as she leaned down and gave Annie a slow and passionate kiss, never once losing momentum in her humping. The kissing seemed to intensify their pleasure as both girls were quickly reaching their climax. 

“A-Amber I-I’m almost…almost…!”

“I know me too!”

Amber and Annie thrust into each other twice more and grinded for good measure, sending them both over the edge at the same time. The room was filled with their screams of bliss as their pussies splashed their love juices. Amber arched her back at the same time as Annie, both girls riding their high as Annie gave a few thrusts of her own to keep the orgasm going. Amber looked down and went back to kissing Annie as they rode out the last measures of their third orgasm of the night (fourth if you count them separately). 

Annie collapsed onto the mattress, completely spent as she enjoyed all the sensations her body was feeling in this moment. Amber’s arms were shaking as she tried to keep herself from falling onto Annie. She would’ve loved nothing more than to just drop right here and now and lie on top of Annie the whole night. But she was the older one here, and she knew Annie was a cuddler. With a bit of effort Amber pushed herself off of Annie and plopped onto the mattress, lying right next to Annie. 

Just as she thought, Annie found her way to her, resting her head in the crook of Amber’s shoulder while draping a single arm across Amber’s chest. The older girl smiled again and brought Annie in closer, knowing she liked to have someone close when sleeping. 

“So…that happened.”

“Yeah, it did, didn’t it? You alright?”

“Does this mean that I like girls more than boys…?”

“No law saying you can’t swing both ways.”

“I know, but still –”

“Hey, answer me this. What do you feel here?” Amber bent her right arm so that her right hand rested right on top of Anthea’s left breast. 

“Are you trying to cop a feel?”

“Seriously, tell me what you feel in your heart when think about Turquoise.”

Annie closed her eyes a moment, dredging up her memories of the tall half-dragon boy. The same boy who showed her nothing but kindness, was shy at times, oblivious to certain things, stronger than a hundred men, very protective, and gentle in all things he did, and most importantly, he loved her. These memories made Anthea’s heart grow warm, not with lust or arousal, but genuine love. 

“I love him.” Anthea answered. 

“And there you go.”     

“So does that mean I just like having sex with you then?”

“Hmmm, possible. We’re just two close friends/orphan sisters who are physically attracted to each other.”

Annie shook her head. “No, it was more than just simple attraction or lust, I liked having sex with you, it felt…right.”

“Well there’s nothing saying we can’t make this a thing every now and again, just promise me that the moment this,” Amber pointed to both of them, “makes you question your love again, you’ll tell me so we can stop, deal?”

Anthea smiled, “Deal,” she then took a few sniffs of the air, “Oh my, I think I should cast an air cleansing spell to clear the air, it smells like us and sex.”

“Oh-ho-ho no!” Amber held onto Annie, keeping her from moving. “You’re going to sleep right here and enjoy the smell of us!”

“You’re such a pervert.” Annie said while giggling. “And I think I won’t be getting out of bed for a while. Thanks a lot, not like being blind is enough, now you went and paralyzed me from the waist down.”

Amber smirked. “I aim to please.”

Annie would’ve given another retort but a yawn quickly cut her off. “Mmm, goodnight Amber…” The last thing she saw was Amber’s still sparkling eyes and hair. “…You’re still beautiful…” 

The older girl watched as the younger drifted to sleep, she then kissed Annie on the forehead before lying back and falling into a deep sleep. 





The next morning Hot Head and Lucky Star were in the kitchen fixing breakfast, the two boys had gotten home late yesterday with their Royal Guard training running behind. So when they got back they just made a beeline for their bedrooms and dropped dead onto their beds. Now fully rested, the two boys decided to make an “I’m sorry for getting home late, please don’t kill us” breakfast for their, ahem, “Mom”, such was the name they so liked tease her. 

“Hey Lucky, did you see Amber this morning?”

“Hmm, no. I know she has the next few days off from the hospital, but I haven’t heard a peep from her bedroom.”

“Weird,” Hot Head went back to buttering the toast when another thought crossed his mind. “Wasn’t Anthea supposed to be staying with us too?”

“Yes.” 

“Did you check on her?”

“………”

Hot Head stopped buttering the toast. “You didn’t check on her?! You know she doesn’t like the dark!”

“Calm down Hot Head, I’m sure Amber stayed with her last night and she’s still in her room sleeping.” Lucky explained in a placating fashion. 

Hot Head groaned and went upstairs with Lucky trailing behind, stirring a mix of pancake batter in a bowl he carried with within his magical aura. The rusty haired boy gently opened the door and peeked inside, eyes shut. 

“Annie, you uh, you decent? It’s Hot Head I’m coming in.”

Lucky peeked over his shoulder and tapped him, “Hot Head there’s no one inside.”

“What?!” Hot Head opened his eyes completely and looked around the guest room. The bed hadn’t looked like it had been slept in at all, even if Annie was good at cleaning, there would still be some evidence of her sleeping in it. “Where the hell is she?!”

Lucky noticed her suitcase was near the nightstand, but other than that, there was no indication that Anthea had been in the room. 

“Let’s go and wake Amber up, she should have been with her,” said Lucky. 

The two boys then made their way to their guardian’s room, Hot Head, reluctantly, reached for the doorknob and turned it, only to find that it didn’t move at all. 

“What the…?”

“What’s wrong?” Lucky asked. 

“It’s locked, since when does ‘I don’t need to wear pants in my own house, I can walk around nude all the damn time’ lock her door?!” 

Lucky had to admit it was strange, true Amber’s sense of modesty was near zero in the house, but that was her prerogative, it was her house after all, so Lucky decided that she should get to move around as she pleased, in the buff or half-naked. But she never locked her door; she either left it cracked or all the way open, much to Hot Head’s disagreement whenever she was getting dressed. He even briefly contemplated that maybe she was having some “private time” and simply didn’t want either of them to intrude.

Hot Head should be grateful she’s not that immodest. 

“Amber!” Hot Head knocked on the door, and there was no response. “Amber you in there?! Annie’s not in her room is she with you?! Amber!”

Hot Head continued to knock on the door, but still there was no response. He even resorted to pounding on the door, but no luck. What the two boys didn’t know was that when Annie cast her soundproofing spell she did it in a nervous haste, accidentally soundproofing not only the inside of the room, but the walls and doors on the opposite end. 

“I don’t like this, it’s not like Amber to be this quiet, even when she was sleeping off a hangover she would at least yell at you for doing that,” said Lucky worriedly. 

“That’s it! I’m breaking the door down!” 

“You know I could just cast a spell to unlock it –”

“There’s no time for magic, we need action!”

Hot Head then thrust kicked the bedroom door, causing the spell to break as the door flung open and slammed against the wall on the other side. Hot Head immediately stormed in and got into a fighting stance as if waiting for some unknown assailant to come out and attack. 

“Amber are you alright?! Are you…you…you…you………Uh…?”

Amber and Annie had been startled awake, making the older girl shoot up and stand on the bed ready to fight off whoever it was that broke in. In doing so the blankets that had covered the two girls were thrown off the bed and onto the floor, exposing their bare bodies to both Hot Head and Lucky Star. Silence reigned in the room as both parties minds started to process who was in the room and what each of them were seeing. 

“H-Hot Head?! What the hell is wrong with you?! Why did you break my door down?!”

“Didn’t hear…anything…worried…Uh, I get why you’re naked in bed, but…why is Annie also naked…?”

Annie, now aware that the two intruders were actually Lucky and Hot Head, quickly crossed her legs and covered her chest with her arms. She smiled a sheepish, nervous smile as her face grew redder than a Sweet Apple Acres apple. 

“And uh,” Hot Head sniffed the air a bit, “what’s that musky smell…?”

Annie then glared at Amber. “I told you I should’ve used an air cleansing spell last night!”

“‘Last night…’?”

Hot Head’s mind was at war with the rest of his body, as much as he hated to admit it; he had seen Amber naked before, multiple times, but never fully exposed like this. She either sneaked up and globed onto him from behind, sometimes frontal but he averted his eyes in time, and other times she just wore panties and no top around the house. But this was the first time he was able to see everything as she stood on her bed, looking down at Anthea while rubbing the back of her. Not to mention the fact, that Annie, the little girl he regarded as his little sister, the girl he protected throughout their childhood, was sitting in the same bed with girl who was their guardian, nude, inside a room that smelled like…like…sex!

Hot Head took in a deep breath, he then clasped his hands over his eyes and fell to the floor screaming, “MY EYES, MY EYES, I CAN NEVER UNSEE THIS!!!”

Amber rolled her eyes, “Oh grow up! You know how many boys your age would kill to see this?”

Lucky was silent the whole time, still stirring the batter with his magic, looking between Annie and Amber.

“Amber, you in love with Annie?”

“No!”

“Annie, are you?”

“No!”

“You…still love Turquoise?”

“YES!” Annie exclaimed. 

“Just a little bonding between orphan siblings?”

“Kinda…” Amber answered. 

“Well no harm no foul. So…did you two have fun?”

“YOU’RE NOT HELPING LUCKY!!! SOMEBODY GIVE ME A RUSTY SPOON SO I CAN TAKE OUT MY EYES!!!”
> Starburst x Turquoise Blitz
> --------------------------------------------------------------------------

It was that time of year again, a time that every young mare has to go through. For Starburst it was quite possibly the worst five days of her life. Summer had just started, and with the start of the season came the inevitable time of estrus, when a mares and young mares alike feel an uncontrollable urge to go out, find the nearest stallion, and rut until their needs are satisfied. The “need” in this case was for the stallion to impregnate the mare. Of course, over the many, many years, mares have come up with various ways to control their sexual urges during estrus. 

Some will resort to seeking out other mares who are in heat as well and have sex, which definitely helps relieve the urge and brings satisfaction as well. Others go for the extreme and conjure fake members with magic in order to simulate the same sensations. The remaining few either throw themselves into their work during their time of the year or just flat out lock themselves up until it’s over. 

Starburst experienced her first heat when she was twelve, having hit her earlier than most fillies her age. She had no idea what was wrong with her, all she could think about was the burning sensation between her hind legs, and the insistent need to have something in her fillyhood. She didn’t know what she wanted in there, but unfortunately, her answer came to her. 

It was during her first heat cycle that Starburst’s cousin, Valiant Heart, had come to visit her in Canterlot. Star always looked up to and admired her older cousin, the two of them were close, which was probably why her strange urges lead her to believe that Valiant was cute. At one point she couldn’t take it anymore and the young filly jumped Valiant, surprising the young stallion. Thankfully, Star’s mother, Twilight, and her aunt, Cadance, were able to stop Star before it went any further. 

Twilight had talked to Starburst about what feeling like that meant for mares during certain times of the year, and that it wasn’t a bad thing or that it meant she was sick. Thankfully Valiant and Star were able to keep their relationship intact. Starburst swore to herself that she’d never let estrus get the better of her like that again! 

For the past three years Starburst had thrown herself into her training, in preparation for the day when she would eventually join the Royal Guard, although some thought it absurd of a Princess of Equestria to join a military organization meant to protect the crown and the citizenry. It proved helpful during her heat cycles, during those times was when Starburst trained her hardest, pushing herself so far into exhaustion that she didn’t even have the strength think about such things. And so far it had been working, until…

“Star, honey, are you sure you want to do this?” Twilight asked. 

The young pegasus mare was currently in her room, filling a suitcase with some of the essentials. She gave a long, bewildered sigh before turning to her mother. 

“I have to do this Mom; I can’t be here anymore while I’m like this…”

“Just because you had a moment of weakness doesn’t mean you have to exile yourself.”

“I almost rushed Illusion, Mom! Illusion! Claire’s coltfriend! All I could think about was following him, waiting till he was alone and then…” Starburst bit her tongue, unable to get the last words out, or rather; she didn’t want to say it for fear of going off again. “I can’t be around this castle with all these Royal Guard stallions! If I was desperate enough to go after Illusion, what makes you think I won’t go after one of them?! They can’t refuse me since I’m a Princess!”

Twilight couldn’t argue with Starburst there, true the Royal Guards would try and resist Starburst, but in the end she was a Princess and if she gave them an order, it was their duty to fulfill it. Such was the training of a protector of the crown and country. 

“Alright, but instead of someplace too far, go to Ponyville. Stay in the library for the time being. You have, what, three more days before your heat cycle ends?”

Starburst couldn’t help her face from turning red. Although it was something that all mares went through, it was still embarrassing to talk about such things with her mother. 

“Y-Yeah, just three more days, and Ponyville’s fine. If anypony asks I’ll just say I caught a cold or something and I came down there to get over it faster.”

Twilight walked up beside her daughter and gave a gentle nuzzle against the cheek. Starburst enjoyed the contact of her mother’s cheek, but felt shame when it sent a pleasurable jolt down her spine. 

Damn heat! I can’t even enjoy a simple gesture of affection from my own mother without my body translating it into something sexual?! Ugh! 

Starburst quickly pulled away, giving her mother a sheepish smile. “I’ll head to the train now…Could you, uh, walk me there? I don’t really trust myself right now…”

“Of course I can, but there’s one thing I want to do before you leave.”

“What’s that?”

“I want to cast a diagnostic spell on you. For some reason your heat cycles seem to be a little more intense than mine were, and even more so than Nidra’s.”

Starburst cringed, of all things she didn’t need to know, it was when her best friend was in heat. The young pegasus mare stood still before her mother, allowing her to cast the spell. Twilight’s horn glowed brightly as a wave of magical energy settled over Starburst, undulating up and down in waves. After a minute, the spell ended and Twilight smiled warmly at her daughter. 

“Well for right now you’re alright, but I’ll take the results and find out more later.”





Since Starburst arrived in Ponyville she had made good on her promise to stay inside Golden Oaks Library. She kept her friends away, under the ruse of having a cold and needing bed rest. For two days Star had kept her heat at bay, exercising when she could, reading books, and as embarrassing as it was, clopping. 

Upon the third day Starburst was reaching the limit of her endurance, she didn’t want to lose to her sexual urges, she didn’t want to go out and rut with some random stallion or worse one of her friends! It was the middle of the afternoon, or maybe it was near night? Starburst couldn’t tell, and really, she couldn’t really give a damn. 

The petite mare was lying splayed out on her bed, her right foreleg resting against her forehead. She was panting heavily, her large wings flared out and stiff with arousal. Sweat beaded down her body, her marehood was dripping wet, having just finished masturbating for the fifth time that day. But it wasn’t enough anymore, it was like her body knew it was the last day of her heat cycle and it was doing everything in its power to force Star out the door. A considerable wet spot had formed underneath her flanks, her tail having been soaked from her earlier orgasm. 

“I…I can do this! I can make it till morning! It’ll all be over in the morning!” Starburst reassured herself. “Just need to think about something else – anything else other than a stallion’s dick!” 

Starburst tossed and turned in her bed, the burning sensation between her legs was growing stronger, and lust was quickly filling the rational part of her mind, the part she so desperately tried to hold onto. 

“I don’t need to leave, I don’t! I’m not weak, I can resist, I don’t have to go out and find a stallion to rut with! I don’t even need to find another mare to satisfy it! Yeah, yeah! I’m Princess Starburst! Future Captain of the Royal Guard! I’m stronger than my urges, I –!”

For a moment the image of herself being mounted by a stallion flashed through her mind. 

“FUCK IT I NEED TO FUCK!”

Starburst jumped out of bed and was about to make a beeline for the front door. But the sound of thunder stopped her in her tracks, followed by the heavy downpour of rain over the treehouse. Starburst made her way to the closest window and looked outside. The sky was filled with dark gray clouds, with lightning flashing, thunder roaring, and wind howling, it was a powerful storm, and Starburst couldn’t help but feel a great sense of relief wash over her. 

“Oh thank Faust!” Star exclaimed. “It’s too windy for me to fly, and that lightning is dangerous so that’s a definite no-no!”

Starburst couldn’t help but do a little dance of happiness, knowing that some higher power must’ve taken pity on her and had the pegasi schedule a massive thunderstorm. Now she had no choice but to remain inside till morning. Star ended her little dance and skipped merrily to the kitchen for a quick bite, to Tartarus with how girly it was, she couldn’t be happier. 

“Looks like luck is on my side tonight.”

Just then Star heard knocking coming from her front door. She ignored it at first, thinking that it might’ve been some debris hitting the door. But the second time the knocking was more rhythmic and not the random strikes of windblown debris. Cautiously, Starburst turned around and slowly walked to the front door. She adopted a fighting stance, ready to take on whoever it was behind the door, she pitied the fool pony who thought it was a good idea to rob her. 

“Who is it?” Star asked. 

“It’s me, T, can I come in Star?” 

And then Star realized that that higher power she thought was looking out for her was actually one big, gigantic, sadistic, son of a bitch. 

Turquoise?! No…Nonononononononononono – NO! Not Turquoise! Okay, just calm down, it’s just Turquoise. He’s practically your cousin, just keep that in mind! 

Starburst took a deep breath and opened the door, standing to the side to allow the large dracony stallion to enter the library/house. Starburst quickly closed the door, pushing against the wind as she slammed it shut. Once having won her little skirmish against the wind and door, Star turned to her guest and froze. 

Turquoise was a big stallion, naturally bulky and muscular, with well, turquoise green scales. He fanned out his two large membrane wings, giving them a few light flaps to shake the rain water off of them. His crystal blue eyes, filled with strength and kindness, looked back at Star; he then smiled that kindly smile that he always showed everypony he met. Starburst couldn’t help her heart from pounding in her chest, despite the numerous times she had seen the stallion, both growing up and when visiting Ponyville, and she was certain that this was the heat talking, but he was really handsome and hot. 

“Sorry to barge in like this Star, that storm happened sooner than I thought,” said Turquoise. 

Starburst shook her head, snapping herself out her self-induced trance. “Oh, it’s…it’s no problem! Um, why were you in the storm in the first place, exactly?”

Turquoise moved towards the fire place, seeing that there was some tender there; he blew out a small fireball and lit it. He then sat by the fire, letting the heat evaporate the water off his scales and dry him off. 

“Funny story, I was over at Annie’s, helping her out with some stuff here and there. I saw that the weather was going to get bad and decided to stay over so I could keep her company, since Ms. Fluttershy was out at that time. You know how she gets jumpy when the thunder crashes, what with her sensitive hearing and all.”

Starburst nodded. 

“Anyway, Ms. Fluttershy showed up not ten minutes later after I decided to stay. I didn’t want to put them out so I went ahead and left. Thought I could beat the storm back home, but well, you can see how well that went.”

Starburst knew that Turquoise was a strong stallion, but his flying ability wasn’t on par with hers or Prism’s. She looked towards the window again, seeing that the storm hadn’t let up in the slightest since it started. She couldn’t have Turquoise stay with her; it was dangerous for her and him. There was so much at stake right now, what with Turquoise involved with Anthea, and of course his usual obliviousness to certain things, like say a mare in heat. It was just a bomb waiting to go off. Plus, there was the added factor that Turquoise was practically her cousin, since her mother raised her Uncle Spike from when he hatched. 

For a moment Star briefly contemplated telling him to leave, she’d look like the biggest jerk for doing so, but it was better than telling Turquoise that she was in heat and was afraid she’d force herself on him. But the howling winds and strong bursts of thunder made that option wither with each passing second. 

“Y-You can stay till the storm lets up, but you’re staying down here!” Star ordered. 

The sudden seriousness in her voice made Turquoise jump a little. The young pegasus mare was never hostile towards him. 

“Um, okay, why’s that if you don’t mind me asking?” 

“Because I’m sick and I don’t want you catching what I have,” said Star. 

“Star, you do remember that I have a crazy strong immune system, I’m never sick. In fact, if anything, I’m the best pony to ask for help when you’re sick.”

Starburst face hoofed herself. Duh Star, he’s the go to stallion whenever anypony’s sick! For Faust’s sake, he took care of you more than once when you caught something!

“Now that I think about it, how come you haven’t asked me to look after you?” Turquoise asked. 

“B-Because, it wasn’t a big deal, it’s not like I have the feather flu, it’s just a cold. Standard OP of bed rest and liquids, I didn’t need your help for that.”

“O-Oh, sorry Star…Guess I can get a little overprotective with family just as much as Annie,” said Turquoise while rubbing the back of his head nervously. 

Starburst officially hated herself now; the big guy only cared about her wellbeing. And here she was throwing his concern back into his face like a cheap rag doll. Even though he was smiling, Star could tell that her words hurt him a little. She decided to end the conversation before she said something she’d might regret. 

“Look, T, just sleep down here. Don’t come upstairs for any reason! No matter what you hear! No matter what I say! Got it?!”

“Star why –?”

“GOT IT?!”

Turquoise’s eyes went wide as Starburst flared her wings and stared him down, using her special talent of intimidation. The dracony stallion quickly nodded his head in compliance with her odd request. 

“Good…‘night.”





That night Turquoise laid curled up by the fire. Even though Starburst had said to stay away from her and to stay downstairs, he couldn’t help but worry for the little mare. She was always pushing herself to the limit, and too often than not, Star would collapse from exhaustion and be passed out for hours before she awoke. Though he admired her determination, all that stress couldn’t have been good for her body. Exercising was good for the body, but if pushed too far it made it easier for a pony to get sick. And then there were the strange sounds coming from upstairs. He couldn’t make them out too well since Starburst had her door closed, but it didn’t sound pleasant, in fact, it sounded almost painful. 

Several times did the dracony stallion try and sleep, but his worry won out in the end. He knew that Star would no doubt tear him a new one, and quite frankly he knew she wouldn’t hurt him anyway, Turquoise made his way up the stairs as quietly as he could. He opened the door to the upper level of the library and peeked inside. Something strange smelling hit his nostrils the moment he poked his head in. The air was thick and heavy, a musky smell permeated the room. For some reason it wasn’t at all an unpleasant smell, it was, dare he say, arousing. Turquoise shook those thoughts from his head.

It’s just probably because Starburst didn’t open a window when she was exercising or something. Just smelling sweat, that’s it. 

“Dammit, why won’t it stop!” 

Turquoise’s ears picked up on the sound of Star’s voice. 

“Why can’t I get him out of my head?! I can’t do that with T, I can’t!”

There was desperation in Starburst’s voice that made Turquoise’s concern overpower any doubts in his head. The dracony stallion quickly made his way up the second staircase to the loft where the bed was. 

“Star I know you said I shouldn’t be here, but I’m worried about you! And I just want…to…”

Starburst and Turquoise were now staring at each other with wide eyes. Star was lying on her back, a hoof pressed between her swollen pussy lips as her love juices flowed freely. She was on full display for the stallion, and Turquoise was getting a complete eyeful. He quickly averted his gaze, eyes downcast as his face turned completely red. 

“TURQUOISE?!! WHAT THE HAY ARE YOU DOING HERE?!!”

“I-I’m sorry Star! I didn’t know you were…uh…doing that! I mean, I shouldn’t be so surprised, it’s not like you don’t have needs too! I know Annie says that she sometimes does things like that – but that’s beside the point! I’m really, really sorry! I should’ve stayed downstairs but I was worried about you and…Why are you looking at me like that?”

Turquoise watched as Starburst removed her hoof from her marehood, giving T a good look at her winking slit. She then rose up on all four hooves and slowly walked towards him. Her eyes were fixated on something, Turquoise followed her gaze. At first he thought she was looking straight at him, but in reality she was staring at something underneath him. Turquoise eventually felt the very thing Star had her eyes on, now noticing his growing stallionhood exiting his sheath and becoming erect. 

“STAR THIS ISN’T WHAT IT LOOKS LIKE! Okay it’s exactly what it looks like! B-B-But’s natural! If this was the reverse I’m sure you would feel kinda aroused or something! I never would’ve let this happen! Ugh, that was dumb! It’s not that you’re not cute, I’m not trying to say that, any stallion would be lucky to have you and – and – WHY AREN’T YOU SAYING ANYTHING?!”

“Turquoise…”

“Y-Yes…?”

“You talk too much.”

Before Turquoise could say another word, Starburst leaned up on the tips of her hooves and pressed her lips against his. She pushed her tongue past the lips of the surprised Turquoise, allowing her access to his mouth. She could feel his forged tongue, the pointy dragon fangs, and the warm saliva that dripped inside. She continued kissing the stunned stallion passionately, feeling her marehood wink faster as if crying out “FINALLY”. Starburst broke the kiss, looking up at the stallion with a half lidded, sultry gaze. A gaze that Turquoise didn’t think Starburst could make, it was a mixture of intimidation and manifested sexuality all in one look. 

Star took this moment to knock Turquoise’s legs from under him and sending the hulking stallion falling onto his front. Turquoise rolled onto his back to try and right himself, but that proved to be his fatal mistake. Starburst quickly pounced on the downed dracony stallion, pressing her body against the well-endowed stallionhood. Turquoise went stiff as a board. 

Starburst was lost in a haze of her own lust. She had speculated that Turquoise must’ve had a rather large member, seeing as how big he was height wise to average stallions. But she wasn’t expecting anything like this. His penis nearly came up to his chest, and the girth of the thing, Starburst could almost wrap her body around it. The flared tip of his penis resembled that of a spade, making his phallus look akin to a spear, which was very apropos seeing as she wanted to be skewered by this mammoth dick. She could feel Turquoise squirm underneath her, trying to regain enough of his senses to try and get her off him.

She knew the stallion was physically stronger than her, being half-dragon and all. But she was quicker. Starburst began grinding her marehood against the erect phallus beneath her, sliding her parted labia up and down his shaft. She shivered at the feeling, the pulsing blood that ran through it, as well as the heat warmed her body even more. 

“S-Star…what…what are you doing…?” Turquoise grunted. 

Star didn’t answer, she didn’t even hear him. All she could hear was the pounding of her heart against her rib cage, and the strong musky smell of T’s stallionhood. She admitted, she never knew what a stallion’s dick would smell like, she doubted it was pleasant, but right now it was the best scent in the world to her. Starburst smiled devilishly as she continued to drag her marehood further up his penis, coating it in her slick juices. 

Turquoise could feel the intense heat radiating from Star’s marehood, and the love juices that flowed from her pussy only served to spread that warmth around it even more. He was also aware of her his penis pressing between her breasts, hugging his penis and sending even more waves of pleasure up his spine.

Starburst crawled up more towards the tip of Turquoise’s penis. She could see that the head was already dribbling with pre-cum. She often heard from the maids at the castle, in passing, about the times they had sex with their coltfriends. She recalled one maid speaking of a time when she let her coltfriend put his penis inside her mouth and how she licked and sucked on it till he cummed. Starburst couldn’t imagine doing something so disgusting as having a stallion ejaculate into her mouth, tasting his spunk, and then swallowing it. It was so lewd, so gross, and such a turn on right now. She just had to find out what it was like; her body craved the taste of a stallion’s seed. 

Turquoise let out a loud gasp when he suddenly felt something wet graze the tip of his stallionhood. He looked down and saw that Starburst was starting to lick the head of his rod, tasting the pre that continued to dribble out from her ministrations. Turquoise raised his forelegs, extending his claws in preparation to get Star off him. As if sensing his intentions, Starburst opened her mouth and took the head of T’s penis into it, causing him to slam his forelegs back onto the wooden floor as a new sense of euphoria hit him. 

Starburst swirled her tongue around T’s member, sucking on it as if it a little before bringing more of it into her mouth. Star felt the tip hit the back of her throat, she knew wouldn’t be able to get anymore of this monster to go down; most likely she would choke to death on it before she had any kind of orgasm. So she concentrated her efforts on the tip, bobbing her head up and down, lost in the taste of T’s thick cock. She made up for not being able to take it all in by continuing to rub her body up against it, matching her bobbing motions in time with sliding her marehood over the rest of his girth. 

Turquoise dug his claws into the wooden floor, feeling a pressure build within his balls. He couldn’t let it happen, even if this was only oral, cumming in Star’s mouth was something he couldn’t let happen! No matter how good it felt! Turquoise was still having a hard time believing that this was even happening, he kept hoping that this was all some sort of freaky wet dream and that he’d wake up right next to Anthea, upon which he would be apologizing profusely. But knowing Annie, she’d probably say it was fine and that it was just his mind’s way of relieving his pent up sexual frustration. 

But that wasn’t the case, no, this was happening, this was real. Starburst was in fact giving him his first ever blowjob, and bringing him very close to cumming inside her mouth. The lewd suction sounds from Star’s bobbing increased as she ground her pussy harder against his cock, the sounds, the smell of her marehood, the feeling of her winking pussy, it all became too much for him. 

“STAR STOP! I’M…I’M…!”

Starburst felt his whole cock bulge, and not too soon after, her mouth was flooded with an enormous amount of cum. She quickly began to swallow it, drinking down the torrent of spunk that continued to pour from Turquoise’s cock. Star could feel the thick globs slither down her throat, filling her stomach with each suck. It was salty, as expected, but not at all unpleasant, she attributed that to the heat. Soon she couldn’t keep her mouth on it any longer, releasing the head of his penis with a loud pop and letting the last couple of spurts spill onto his chest. Star gasped, taking in a deep breath after having chugged down so much of his seed. She panted heavily, enjoying how full her stomach was from the cum she had just swallowed. She gazed upon her mate with a mixture of adoration and lust. But that’s when her heart sank.

Turquoise had a look of guilt and shame upon his face, keeping his eyes on anything other than Starburst. She quickly got off of T and back peddled till she hit the wall behind her. Star plopped onto her rear and looked upon herself in horror. 

“Oh no…Turquoise…what have I…”

“Starburst…why did you…?”

Tears started to well up in Star’s eyes as she hung her head in utter shame at what she had done to Turquoise. 

“I…I know this doesn’t excuse anything I’ve done, but, T, I…I’m in heat!” 

The dracony stallion slowly turned his gaze back onto Star, a hint of skepticism in his eyes. “In heat…?”

“That’s why I came to Ponyville, why I locked myself in here for the past three days! I was trying to avoid running into any stallions! I almost jumped Illusion back home and I didn’t want to risk that again! So I came here to keep that from happening, I almost broke down completely until that storm hit! If it hadn’t I would’ve tackled the closest stallion and brought him back here to rut! But then…you showed up at the front door…like some cruel joke…You and Annie probably haven’t even done half of what I just did in the time you’ve been together have you…?”

Turquoise shook his head, confirming Star’s worst fears. She had taken away what should’ve been Annie and T’s firsts. She not only betrayed her friend, but made Turquoise involuntarily cheat on his fillyfriend. The gravity of what she had done fell upon Starburst, literally making her collapse onto the floor and burst into tears. 

“I’m sorry! I’m so sorry! Turquoise – before I lose it again – take me to the basement!” 

Turquoise got up into a sitting position and looked at Starburst with shock. “What, why would I do that?!”

“Because I want you to lock me in there until morning, this the last day of my heat cycle and by morning I’ll be back to normal! Even though I feel like a total piece of shit right now, I still want you to fuck me senseless! So just drag me down there and lock me in! I don’t want to hurt you or force you into having sex with me! Please!”

Turquoise was torn right now. On the one hand, he should be furious with Starburst; she forced herself onto him and made him cum, even knowing that he was with Annie. But on the other hand, he pitied Starburst, he couldn’t imagine being in that kind of state. He understood the reason behind it; Annie had described her own estrus in quite graphic and vivid detail. Remembering how his fillyfriend told him that the urge to mate was so strong that it could turn the most sensible and intelligent mare into a raging, hormonal slut, with nothing but sex on the brain. Granted stallions had sex on the brain too, but with estrus, inhibitions and rationality were thrown out the window. So…he couldn’t completely blame Starburst for what she had done. 

With that in mind, it hurt his heart to see her like this. She was always so strong, so confident, and now she was reduced to this, against her will. Turquoise looked down at himself, his cock was apparently half-erect. His own body was reacting to the fact that Starburst was in heat, even though he did like the ecstasy of cumming into her mouth, he at least made an attempt to stop it from happening. He couldn’t let her suffer like this for the next – T looked at the clock – eight hours! 

She barely lasted this long, she’ll go insane if I lock her in the basement………………Annie, I’m sorry, I can’t let Star suffer like this, she’s our friend and my family.

Turquoise got up and walked over to Starburst, he lightly touched her shoulder, causing her to flinch from the touch. 

“Star…I’m not mad…and I-I want to help you with your heat.”

Starburst looked up at Turquoise; his eyes conveyed the same kindness that they always had, even after what she had done. 

“T…T no, you can’t! What about Anthea! We haven’t gone that far yet, we can just forget about all this right now and never speak of it again! Any further and…and…” Starburst could feel the itching, burning desire between her legs. Turquoise was freely offering himself. Her body cried out for her to just shut up, turn around, lift her tail, and let him go to work. “I don’t know how much longer I can keep myself in check, T, please!”

“Star…” Turquoise leaned down and kissed Star on the forehead and gently stroked her mane. “I want to help you, I care about you. You’re just as important to me as I am to Annie, and she is to me. Besides…a-all you really need is for us to…*gulp*…have sex, you don’t need for me to actually cum inside you, so long as I pull out in time we’ll be fine, right?”

Starburst thought over his proposal, true she did want to be rutted, and so long as that urge was satisfied, cumming inside wasn’t exactly needed. 

“You would do that for me…T-Turquoise…?”

T nodded his affirmation. 

Starburst wanted to tell him just how much she cared about him, that he was willing to do this for her. And honestly, she probably couldn’t have asked for a better partner, at least it was somepony she knew, and one who was caring enough to put her needs first. Star leaned up on the tips of her hooves and kissed Turquoise lightly on his lips, at first he was surprised, but he recovered from it. He had experience kissing mares who were shorter than him, so he leaned into it and made it easier for Star so she wouldn’t have to strain herself to meet him. 

When she ended the kiss, Star gave him a very sultry and seductive grin. She fanned out her wings a little as she made her way to the bed, swishing her tail back and forth enough for T to see her winking slit. The dracony stallion instantly felt his member go from half erect to full mast just from seeing that. Turquoise was often kept away from Annie during her estrus cycles, of course he knew what that entailed for a mare, but it was all just talks and anatomy books, seeing the real thing in front of him was completely different. Not to mention the scent, Star’s musky scent was all over the room, emanating from her marehood. She wanted him, now. 

Turquoise never considered Star to be a potential romantic interest. They were, in a way, related, so he never had such thoughts about her. But seeing her now, giving him a lusty sideways glance as she stepped onto her bed, it was quite enticing. Star assumed the position, raising her plot and moving her tail to the side, giving T an unobstructed view of her pussy. She lowered the upper half of her body to the mattress and waited for Turquoise to do the deed. 

She could hear Turquoise’s hoofsteps as he made his way towards her. For a moment she felt a slight panic grip her heart when the mattress squeaked from his weight. She was really going to let him do this; Turquoise was really going to have sex with her right here and now! What would happen if Annie found out?! How would this affect their relationship?! Would they break up because of her?! What would happen if this ended up with her getting pregnant?! How would she explain this to her parents?! To Turquoise’s parents?! And Claire…there might be blood…

Before Starburst cloud make any other decision, she felt T begin to mount her. Her wings and back stiffened up the moment Star felt Turquoise’s stallionhood graze her hot sex. There was a moment of hesitation that made her wonder what was wrong, she looked up and saw that Turquoise seemed unsure of himself. 

“If you’re worried about experience and all that, I wouldn’t really know if you’re bad.”

“N-No it’s not that…It’s just…”

“Just what?!”

“You’re…uh…small.”

Starburst deadpanned. “Yeah, I know, I’m short. I’m a small, big winged, mare.”

“Y-Yeah, and because of that I’m afraid right now…”

“Afraid of what?” 

“What if I hurt you…? I mean, I am kinda big down there, and your, ahem, marehood…What if I’m too big for you, I could seriously hurt you Star!”

Honestly she hadn’t considered that. In her rush to want to have sex Star had forgotten how substantial the differences were in their body sizes, more specifically, the size of Turquoise’s dick in comparison to her pussy……Screw the consequences!

Starburst bumped her pussy up against T’s flared head, “I can take it! So just do it already! Don’t think about!”

Turquoise was still hesitant, but Starburst grinding her nether lips against the tip of his penis made it hard to think straight. So, positioning himself carefully, Turquoise pushed the tip forward. Starburst gripped the bed sheets as she pushed back, helping to get his stallionhood inside her. The dracony stallion grunted at the same time as Star, and with a wet pop the tip made it inside. 

“AAHAHA~”

“Star are you alright?!”  T grunted. 

“Y-Yes! I just – I just didn’t think it feel this good~” Star wiggled her rump a little, adjusting herself to the size. “More, push it in more!”

Turquoise obliged the young mare beneath him, slowly inching his dick into her hot pussy. It was tight, almost vice like, but it strangely felt way better than he expected. Star’s marehood continued to stretch in order to accommodate his large dick as more and more slid inside. Star could feel his phallus push against her inner walls, creating a slight bulge that showed the progress of his dick submerging into her depths. T stopped when hit something inside of her. 

“W-What is that I’m hitting?”

“Don’t care, just push through it!” 

“Are you sure…?”

“TURQUOISE BLITZ I SWEAR IF YOU DON’T START FUCKING ME NOW, I WILL BREAK OFF YOUR MONSTER DICK AND FUCK MYSELF WITH IT!”

That was all the incentive he needed. Turquoise did as Star said, pushing the tip of his dick straight through the wall that prevented him from going further. With a quick thrust, Turquoise penetrated through Star’s cervix, bottoming out in her womb. Only half his penis was inside her, but it did the trick. Star threw her head back as her pussy spurt out long streams marecum over his dick. Turquoise felt the walls of her cunt start to contract around his member, he held on, trying not cum from Starburst’s orgasm. 

“OH GODS! That felt so much better than when I use my hoof! Oh~ Please T, start moving!”

Turquoise drew back a little, sliding his dick out of her womb, stopping at the right moment to keep his flared head inside her. He then thrust back inside Star, hitting her deepest parts yet again. Star let out a cry of ecstasy from the thrust, and every thrust after. T’s tempo was slow and steady, easing Star’s pussy to adjust for his size. He was enjoying this more than he thought, her wet inner walls, and the intense heat therein, it all blended together into a great sense of euphoria that he had never known before. 

“S-Star, you feel incredible…! I…I…!”

Turquoise started to pump his hips faster, still trying to control his strength and not full out destroy her internal organs. With each thrust Star was being sent into higher states of pleasure, letting her primal instincts of lust to take over and allow herself to indulge in this wonderful feeling. Star’s tongue lolled out of her mouth as she continued to get pounded by the dragon on top of her. The two ponies let themselves drown in their first times, not caring in the slightest that T’s dick had bulged a bit, or that there was a growing pressure within his swollen balls.

“Star I think I’m going to –!”

“Do it! Cum inside!”

Turquoise gave Starburst three long and powerful thrusts, slamming his stallionhood as far as it could into her on the third. Both T and Star let out cries of bliss as globs of thick stallion cum poured directly into Starburst’s womb. Star’s belly began to distend as Turquoise’s dick spurted out more and more of his seed, some of it leaking out of the corners of her tight pussy as her own orgasm rocked her body. A minute or two passed before both the stallion and mare felt their dual orgasms end. Starburst no longer had the strength to keep her lower half raised as her hind legs finally gave out, the only thing keeping her up was T’s slowly softening dick still inside her. T carefully pulled out of her with a wet shclick sound. 

When he did, a steady stream of his dick milk flowed out of Starburst’s gaping marehood. Her stomach bulged out so much that one could mistake that she was pregnant already. T collapsed onto his side next to Star; he then reached out with his forelegs and brought the young mare close to him. Usually Star didn’t like to be held, but in this case, it felt right. So she made no attempt to resist him, he was really warm, and despite his size, he held her gently against his chest. No words were spoken as Star and Turquoise fell asleep, exhausted and satisfied from their earlier activity. 





The morning light shined into Golden Oaks Library, illuminating most of the inside. A ray of sunshine hit Starburst in the eyes, rousing her from sleep. She felt oddly happy, not giddy, but really happy. And strangely full at the same time, which was weird because she didn’t remember eating anything, and she hardly ever gained any kind of weight. That’s when she noticed the two green, scaly forelegs that were holding her. Star’s eyes traveled up as she saw Turquoise sleeping peacefully next to her. It wasn’t until she saw his face that the memories of what happened last night came flooding back. 

Oh Faust no…what have I done?! I – He – This! Starburst poked at her distended belly, hearing a slight sloshing sound inside. Oh no…I…He didn’t pull out…I didn’t even think…What am I going to tell Mom?! Mrs. Rarity?! Uncle Spike?! ANNIE! 

“Turquoise wake up! WAKE UP!!!”

The dracony stallion snapped awake, bolting upright as his head swiveled about, looking to and fro for whatever it was that woke him. He looked down and saw that Starburst was in bed with him, he was about to ask what was wrong when he noticed her large belly and the strong smell of mare and stallion cum in the air. 

“I didn’t pull out in time…Star…I-I’m so sorry!”

“Turquoise, it’s not your fault…We just got too into it…”

“None of this would’ve happened if I had just stayed downstairs; it’s not your fault!”

“Honestly I most likely would’ve come downstairs and did what I did…and I’m sure we would’ve ended up like this regardless.”

Turquoise knew her words held some truth, still, it was on him. He was the one with the superior strength. He was the one who offered to help her relieve her suffering. No matter what Star said. Turquoise then put a hoof on her shoulder and looked at Starburst with great determination. 

“Star I promise you, I’ll take responsibility for this. I-I’ll even marry you if you want!”

“M-M-MARRY?! J-Just slow down Turquoise! We’re not even sure if I even am pregnant yet!” Star shouted, her face blushing red. 

“Star I…I, ahem, ‘released’ deep inside you. Directly inside, while you were in heat! I think we can safely say that you’re…”

Starburst looked down at her belly, imagining that bulge would soon become a foal, a foal begotten of herself and Turquoise. 
“Annie will be hurt by this…I don’t want her to hate you for something I pushed you into…”

“Star quit trying to take all the blame! I was just as responsible for all of this as you! So stop saying that!”

Turquoise brought the young pegasus mare close him again, making Star let out a very uncool “eep” from the action. 

“I’ll be by your side through all of this, I won’t turn my back on this, or the foal that we’ll have…if you still want it…?”

Starburst looked up at T incredulously. “Of course I’ll have it!………Besides, with you being half-dragon and me being me, we’ll have a pretty badass kid, right?”

Turquoise leaned down and nuzzled Starburst lovingly. “Even if it’s a filly?”

“Especially if it’s a filly. No daughter of mine is going to be –”

Just then a ball of magical light appeared before Starburst. The sphere broke apart and released a rolled up scroll that fell onto the bed. Curious, Starburst grabbed the scroll and opened it up.



Dear Starburst

If you’re reading this, it means that your estrus won out in the end. First off, I want you to know that you have nothing to be ashamed about honey. You’re amazing for keeping it under control for these past three years, not many mares your age could’ve done that. 

Now, I’m sure you’re probably freaking out that you had sex and are more than likely pregnant. Let me give you some peace of mind right now. YOU ARE NOT PREGNANT. You’re also probably thinking that I’m crazy for saying this, but I have a reason. 

Do you remember that “diagnostic spell” I cast on you before you left? It was actually a spell that was a form of birth control. It prevents a mare from getting pregnant for at least seventy-two hours after it is cast. Not many unicorn mothers like to use it on their fillies, thinking that it will give free license to rut any stallion they want. Too many risks of contracting STDs and there’s also fear that they’ll forget how long the spell’s been active and wind up getting pregnant in the end. 

But I know you’re not like that, you’re disciplined, tough, and very strong willed. Since your estrus would end soon, I knew you needed this just in case. I also had this letter on a delayed spell cast to appear to you if this should happen. I hope this puts you at ease, and, at least, I hope the stallion you chose as your partner made you feel loved. I know that was probably the furthest thing from your mind during the, ahem, “event”. But you deserve a stallion who will make you feel special Star, and love you just as much or even more than I do. I want what’s best for you, since you are my first child. 

Well, I’ll leave you to it. I’m sure you and the lucky stallion have some things to talk about.

Love, Mom



Starburst and Turquoise just stared at the words that were on the letter, neither one of them saying a word as they absorbed this information. Star however had very noticeable twitch of her right eye. 

“Um…Star…About all that stuff I said earlier…”

“We will never speak of this, EVER, again. We will go about our lives as if this was a dream – no – less than a dream, it was a delusion of our minds! Got it?” Star asked while giving T a pointed look.

The dracony stallion gulped and nodded a “yes”. 

“And T…” Starburst’s harsh expression softened into a smile. “You’re going to make Annie a very happy mare someday.”
> Starburst x Turquoise x Anthea
> --------------------------------------------------------------------------

It was a quiet day at Golden Oaks Library. Starburst, after having gone through possibly the worst and at the same time most pleasurable heat cycle of her life, had decided to stay in town a while. She helped with the clean up after the storm was over, going around town and offering help where needed. Luckily the storm hadn’t caused too much damage and a good majority of it was fixable. 

It had been three weeks since her estrus ended and she was thankful to be back to normal. She still felt guilty about wrangling Turquoise into rutting her senseless, and it was awkward seeing him around town with Anthea, whenever the two made eye contact, one of them would avert their eyes and give a little involuntary blush. If it was awkward for her, Star could only imagine how much worse it was for the young stallion. Walking around with the knowledge that he had fucked their mutual friend, and tried to not let his fillyfriend now. 

Currently the young princess was back at her home after visiting with Golden Delicious and his family. Star looked outside and saw that the sun was now setting and the day giving way to night. 

Friday night, usually Nidra would be trying to talk me into going out clubbing with her. Well it’s not my usual way to spend a Friday night, but I guess I’ll just do a little dancing in the meantime, not like anypony can see me either way. Now where did Mom put that record player…?

Suddenly the front door to the library burst open as a powerful magical force washed over the entire room. Starburst immediately went into an attack stance, ready to fight down the unlucky intruder. But to her surprise, the intruder was Anthea. A very pissed off – horn glowing like a raging inferno – looks like she’s about to split you down the middle – kind of pissed off. 

Starburst had seen Annie get angry before. But this, this was a whole new level that even made Star twitch uneasily. 

“A-Annie…? What, uh, what’s going on?”

“Starburst Sparkle! You fucked my coltfriend!!!”

Starburst felt the entire world fall from under her. The strength in her body left immediately as the blood in her veins ran cold. 

“H-H-How –?”

“How do I know?!” From behind Annie, Turquoise floated inside and was plopped down between them. “That’s how!”

Starburst looked to Turquoise in disbelief. 

“I…I’m sorry Star, I couldn’t keep it a secret I tried. She deserved to know…”

Star wanted to kill Turquoise, but…it wasn’t his fault, not entirely, and she knew it. The young pegasus mare sat on the floor and hung her head in shame. 

“I did…I…I was in heat Annie…I know that doesn’t excuse what I did, but you have to believe me! I didn’t want to! I tried so hard to resist it, b-but I was weak! I let my damn urges win out and I…I forced myself on Turquoise…! Annie please don’t be angry with him! He was only trying to help me because he saw I was suffering from my estrus, you know how he is! If you’re going to be angry and take it out on anypony, then do it to me!”

Annie slammed the door behind her, placing a sealing spell on it to keep the door from being opened from the outside or inside. Anthea strode past Turquoise, he wanted to stop her, but one look from his fillyfriend told him to stay where he was. Annie stood before Starburst, her gaze narrowed as she looked down on the petite mare. But Starburst was no coward, she raised her head and looked directly back at the milky-blue eyes of her, possibly, ex-friend, ready to take whatever punishment she was going to deal out, magical or otherwise. 

Annie then lunged forward and wrapped her forelegs around Star’s body. The pegasus mare awaited the possible body slam or something to that effect, but there was nothing. Instead she felt the embrace tighten, not painfully but comfortably. 

“You idiot, I’m not mad at you.”

“Y-You’re not?” Star asked in disbelief. 

Annie separated herself a little from Star, her previously pissed off expression was now one of kindness, and she was smiling. 

“Of course, you won’t believe what Mom does to keep me from getting out the door to go and rut all night long with T! She practically wrestles me to the ground.”

Both Turquoise and Star just looked at Annie with astonishment. The earlier fury in her voice was gone, and now she was her usual self, although her risqué side was more open now considering what it was they were talking about. 

“So Annie, you forgive us?” Turquoise asked.

“Oh…not entirely.” Annie spoke with a scheming tone in her voice. 

Star and Turquoise gulped. Base instinct told them to get the hell out of Dodge Junction, but given what transpired, they at least felt they were entitled to some degree of punishment. But if at any moment her magical aura slipped into the kitchen, they would be in Canterlot faster than a Manehattan minute. 

“Since you took my first time with Turquoise,” Annie then turned to the dragon in question, “And since you popped Star’s cherry. I think the just punishment is to have my first threesome!”

Star was seriously starting to think that the gods above had it out for her, not only was she a short, big winged mare, but now it seemed they wanted to throw another wild card into the bunch. 

“Excuse me…?” Star asked in disbelief. 

“You heard me, a threesome! You, me, and Turquoise! I always wanted to try one out, but part of the problem is finding another mare who’s compatible with me and T, and since T, from what he told me, liked stuffing your pussy with baby batter, I think you, Starburst, are the perfect candidate!” 

The fact that Annie was saying all this with a straight face was making Turquoise and Starburst equal parts uncomfortable and disturbed. It wasn’t a secret that Annie had a risqué sense of humor, and could be a pervert sometimes. But they didn’t think it went to this extent. When Star was in estrus she might’ve been all over that plan, but since a few weeks had past, her sexual urges were back down to normal and her rational mind was in control, and her rational mind told her…

“You’re nuts, you’re nuts Annie. Go home.”

Annie giggled. “Silly, you’re acting like you and T have a choice.”

Annie’s horn flashed with sparkling green mana, at the same time a symphony of doors and windows locking themselves rang out through the library. Curtains and shades were drawn, cutting the outside world from viewing the depravity which was about to be unleashed. The unicorn mare started to saunter over to Starburst, swaying her hips back and forth. From a completely objective standpoint mind you, Star found Anthea…attractive. There was no doubt she was pretty, a natural beauty like her adoptive mother, but right now, with her half-lidded stare, and her slow, tantalizing movements, it was hard not to see why she could elicit such thoughts. 

“Star, I didn’t know you liked me like that,” said Annie. 

“W-W-What are you –?” Starburst looked to her sides and saw that her wings were fully flared. “IT’S NOT WHAT YOU THINK!”

“Star it’s fine, the fact that I gave you wingboner makes this all the better, even T knows that too.”

Star looked to the dracony stallion in question and saw that his wings were also fully erect, along something else that was steadily starting to rise, despite his best efforts to hide it. Annie stopped right in front of Starburst, her milky-blue eyes staring into Star’s intense violet eyes, for a moment, Star wondered if this was how other ponies felt when she used her special talent on them. Frozen in place, a feeling helplessness, a growing force pressing itself on your shoulders almost forcing you to submit. Star had to think of something, anything to keep Annie from going through with what she was thinking. 

“A-Annie, w-we can’t have a threesome!”

“Why not?”

“B-Because…uh, because we could get pregnant! Yeah that’s it! When T and I rutted my Mom had cast a spell on me without me knowing that kept me from getting pregnant for seventy-two hours! Y-You don’t want us both to end up with foal, what would our parents think?!”

Annie stepped back and giggled yet again. “Star, you didn’t really think I came all the way here without a plan did you?” The pink unicorn then cast another spell, waves of green mana flowed up and down their bodies for a few seconds and just as quickly vanished from sight. “There, now we can’t get pregnant for the next seventy-two hours.”

“Y-You know that spell too!” 

“Of course, when my estrus is really bad, I cast it on myself. Any other concerns?”

Star ran through a gambit of different ways to talk Annie out of this. “I-It’s not really safe for T or us to, you know, with more than partner at once like this!”  

Annie then got right in Star’s face, making pegasus mare hold her breath in anticipation. “Star…”

“Y-Yeah…?”

“You worry too much.”

Annie leaned forward and pressed her lips against Star’s, the suddenness of the kiss made the pegasus open her mouth to yelp, granting Annie access to Star’s mouth. She kissed Star passionately, working her tongue along the other mare’s. Annie brought her teeth down on Star’s lower lip, giving it a little nibble before going back in again. Moaning and sounds of resistance could be heard in tandem as Annie continued forward, making Star fall on her back. Annie pinned the young mare beneath her, laying horizontal and using her own hind legs to keep Star’s open. 

“This is probably going to feel a little weird at first, since you’re not a unicorn and all.” 

“What is that supposed to mean?!”

“Oh and Turquoise.”

The dracony stallion snapped to attention, his shaft already half erect from seeing his fillyfriend kiss Star, pin her to the ground, and splay both their hind legs wide for his viewing pleasure. Turquoise gulped when he saw a devilish look in the pink unicorn’s eyes. 

“Y-Yes Annie…?”

“While I’m giving Starburst her punishment yours is going to be watching us, but you can’t clop to us at all.” 

“ARE YOU KIDDING, THAT’S HIS PUNISHMENT?!” Star yelled. 

“Oh yeah, I need to make sure you don’t.” Annie’s horn flashed and immediately Turquoise’s forelegs and wings were tied behind his back. “There, now you can’t clop to us. Now where was I…Oh yeah, taking care of Star’s concern for hygiene.” 

Annie’s horn flashed again, Star was able to catch a glimpse at what was happening. Four long rod-like constructs formed behind them, all four shimmering and sparkling with magical energy. She watched with dread as two of the rods positioned themselves right at the entrance to Annie’s tail hole and the other she assumed was aimed at her marehood. Annie gave a little shudder as she felt her magical creations prod at her dual entrances, making her hold onto Star tighter. Starburst flinched and fidgeted, feeling one of the magical rods poke around her flanks. 

“Sorry, I know where mine are, but it’s a little different trying to find yours, just give me a sec I think I…AHA!”

Starburst gripped onto Annie tighter and threw her head back when she felt the foreign object poke at her puckered anus. Going off of that, Annie lowered her pussy till it touched Star’s making Star go even stiffer if that were even possible, now with that new information, she lowered the fourth rod and poked it at Star’s marehood. 

“W-W-What are these things going to do?!” Star asked with a little worry. 

“It’s alright Star, this isn’t the sexual stuff yet, this is just to get you ready. Now I suggest holding onto to me, this can be a bit intense for a first timer.” 

Annie willed the two rods to slowly penetrate her. Inch by inch the moved further into her anus and vagina until they stopped, forming a plug at the other end to keep them secured. Star could tell that Annie just put them in, but she didn’t show much signs of arousal. But her thoughts became muddled when the rod at her pussy began moving into her. She let out a sharp gasp as she felt the rod slip past her labia and plunge itself into her depths. She couldn’t understand how easily her marehood was taking this in.

Did Turquoise stretch me out that much or am I that flexible?! 

Whatever the reason, it didn’t take long before the rod had bottomed out inside Star and formed the plug. She then felt the magical apparatus expand inside her, filling up every part of her love tunnel and making her let out a squeal of strange delight from it. 

“Yeah, I know, it’s a strange having it do that, but I guess the mare who made up the spell wanted to be able to enjoy it. Now I’m going to put the other one in, it’ll probably be more intense if you’re not used to having something in there. So I want you to breathe and relax for me Star. It’ll only make it harder for you if you tense up and I don’t want to hurt you. If it does tell me to stop alright?”

Starburst tried to catch her breath from the object that was inside her marehood, she could feel it doing something inside her, something akin to electricity and massaging was going on inside her pussy, her mind waging a war between wanting the foreign object out of her and wanting it to stay. 

“What’s it doing to me?!” 

“It’s similar to a douche. It’s a spell designed for unicorn mares to clean their marehoods, it’s a little more effective since it can conform to the mare’s genitalia and it can more thoroughly get rid of any harmful germs or bacteria that could cause STDs or the like. That electrical tingle you’re feeling is the cleaning process, it has the added bonus of stimulating the nerves that deal with pleasure. The massaging motions help to keep your pussy…not loose, but more relaxed, it’s more specifically designed for mares preparing to engage in sex.”

Star was starting to feel less afraid of what was inside her, she knew Annie wouldn’t do anything to harm her, even in her lustful state of mind, she still cared about the other pony before that of her sexual needs. 

“Okay, now I’m going to insert the anal rod next.” 

“W-Wait, is it necessary?!” 

Annie thought it over for a moment, seeing the slightly distressed look on Star’s face made her reevaluate the need to use it. After a couple of seconds, Annie nodded and Star felt the rod at her anus disappear, letting out a sigh of relief. 

“It’s okay if you don’t, it’s my little kink, but I understand if you’re not into that. That just means we’ll have to think of something else for you later,” said Annie with a wink. “Oop, spell’s done!”

Just as Annie said, the electrical and massaging sensations had ceased, and now her marehood felt vacant, strangely she was disappointed that it was gone. But Annie proved that she wasn’t done. She rose up off of Star and repositioned herself, putting her upper half right between Star’s hind legs, and giving Star a full view of her winking pussy. 

“It’s called sixty-nining. I eat you out and you eat me out. And don’t go saying it’s unsanitary, I just cleaned us both so you got nothing to complain about. Anyway, I’m diving in!”

“WAIT I’M NOT REAAAAAAAAAH~” 

Starburst felt Annie pry open her hind legs, the unicorn mare took her time exploring the privates of one of her best friends. Inhaling the musky scent of Star’s marehood, and nuzzling the small breasts that rested a few inches above it. She ran her hooves up and down the inner thighs of the pegasus mare, painting a mental picture of her friend, even running her hooves over Star’s tone flanks and letting out a wolf whistle, impressed by how fit the petite mare was. Annie lowered her hindquarters, allowing Star a better view. 

For Star’s part, she had never seen another mare’s pussy up close. Sure, walking around naked was part of daily life as a pony, and yes, it wasn’t odd for somepony to get an accidental view of another pony’s privates, but it was common courtesy to ignore that part of a pony unless you were intimate with them. With that said, Star felt a strange sense of fascination seeing Annie’s marehood. She reached out and cupped one Annie’s flanks, eliciting a squeal of delight from the blind mare. She ran another hoof over the left flank, working her way towards her inner thighs. She groped one of Annie’s teats, which was a little rounder and fuller than hers, and gave it a yank. 

“AAAH~”

“Sorry!” Star cried out. 

“No, that’ felt good~ and one good turn deserves another.” Annie purred. 

The blind mare lowered her head and wrapped her mouth around the small orb of flesh, sucking vigorously at Starburst’s breast. Star let out another filly-like squeal at the sensation of Annie suckling from her teat, sure she may’ve played with them when she felt the need to diddle herself, but the thought of having another pony do that to them never crossed her mind, and she liked it! Star noticed Annie wiggling her rump, a not so subtle signal telling her to start on her as well. Star felt nervous, with Turquoise she had an idea of what she needed to do to get him off, but with another mare…? What if she screwed up and ended up ruining this for Annie, or hurt her in some way, she was extra sensitive to touch after all.

Wait, why the hay do I even care?! I didn’t even want to be a part of this crazy threesome thing! In fact, I could just grab Annie and pin her to the ground in a submission hold right now! 

Before Star could make such a move, Annie abandoned pleasuring Star’s teat and moved to the main prize. She took long licks along her inner thighs, moving towards her marehood and doing circles along the outer edge of Star’s labia. Starburst felt her body go stiff for the third time that night, feeling Annie’s tongue so dangerously close to her pussy, so agonizingly close to the entrance, that all thoughts of bucking the unicorn mare off her were replaced by a lustful need to have that teasing tongue inside her. And as if to make it worse, Annie spread open her pussy lips, allowing her a better view of Star’s winking clit. She nuzzled the love button with the tip of her nose, making Star squirt a few drops of her juices onto the wooden floor. 

“FUCK ANNIE, DO IT ALREADY!” Star demanded. 

And there was the break that Annie was waiting for. Without a second thought, Annie thrust her tongue as deep into Star’s pussy as she could, practically burying her muzzle in the pegasus mare’s love tunnel. Star let out cry of ecstasy that filled the entire library as she threw her head back and gave an instinctive buck of her hips to Annie’s face. The unicorn mare mentally smiled, happy she was able to get such a reaction out of Starburst. She turned her eyes towards the greenish blob that was before her, noticing a shade of pink was fully up and standing at attention. 

Turquoise didn’t know to what feel at this point. He was mortified that his fillyfriend had just magically tied him up, surprised that she was into having sex with other mares, and oddly enough, very aroused by the sight before him. Especially hearing those screams of lust from Starburst while Annie was eating her out, he knew those cries well, for they were the same cries of lust and pleasure that he made Star utter during that night three weeks ago. Hearing them again made him remember the sensations, the tightness of her marehood as it worked to milk his dick, and now, the look Annie was giving him. That sultry, vixen-like stare as she continued to pleasure Starburst with her tongue, it was too much. 

Even though she was in the middle of screwing Star, she hadn’t forgotten him. In fact, she purposefully positioned herself and Star like they were. She made sure to keep as much of what she was doing visible to Turquoise, giving him a show as she spread open Star’s pussy lips, dove in, thoroughly licked and thrust her tongue inside, pulled out, nibbled on her labia, and suckled on her winking clit before going back in again. All the while Annie would gaze at her colt friend, she enjoyed the taste of Starburst’s pussy, more than she initially thought, but every now and again the thought of being able to have that large, meaty log in her mouth, feeling it slip down her throat and drown her stomach and throat in a deluge of cum, it almost made her cum right then and there. 

Speaking of which, somepony’s a little too vocal for a sixty-nine position. 

Annie gave a swift lick of Star’s clit, making the pegasus mare cry out again, but when she did, Annie pressed her hips down and forced her marehood into Star’s mouth. The petite mare’s eyes bulged from the sudden move, her nostrils filling with the sensual scent of Annie’s pussy, and her mouth tasting the excretions of marecum. 

“Since you went ahead and gave T a blowjob, I think it’s only right you eat my cunny out. Don’t you?” Annie quipped as she wiggled her rear back and forth, making Star taste more of her. 

Star was so enraptured with Annie’s ministrations that she had completely forgotten to return the favor. She grabbed onto Annie’s flanks, giving them a firm squeeze as she stuck out her tongue, parting the labia and entering her friend’s most private place. At first, Star wasn’t sure if she was going to like this, she understood swallowing down Turquoise’s spunk, in her heat idled mind, the taste of a stallion’s seed was a good as watermelon. Surprisingly, even though she wasn’t in heat, Star found the taste of Annie’s pussy juices to be, not so bad, salty, with a hint of honey, but not at all unpleasant. 

With that in mind, Star began her work in earnest, eating out Annie’s pussy with the same fervor as when she was giving Turquoise head. Her manner was definitely different from Annie’s, it was rougher and stronger, thrusting her tongue in and out and lapping up the juices as they flowed, Star was a little more aggressive in nibbling Annie’s labia, lightly biting down and stretching them back a little before letting go and going into a full on make-out session with her pussy. 

Annie had to stop for a minute, not expecting such an assault from her friend. She let out loud moans and guttural grunts, panting and squealing in delight from Star’s ruthless attack on her genitals. Realizing she didn’t want to neglect her friend, Annie dove back down and continued her work, only this time she let out all of her grunts and moans into Star’s quivering pussy. The vibrations from Annie’s noises only served to intensify the experience for Star, and so she decided to do the same, letting out her voice into Annie’s love tunnel as well. 

Turquoise just continued to watch this raunchy scene before him, seeing his friend and fillyfriend go at each other with such wanton lust. His member was at full mast, dripping with pre-cum at the sight of this, he so desperately wanted to start clopping to this, in fact, when Turquoise went to try and get out of his restraints, he found that they weren’t as tight as he was lead to believe. If he wanted to, he could snap them lose and start clopping to this magnificent scene before him. But then again, what if Annie meant for them to be loose and easy to break, what if she was testing him? No doubt the mare had a plan, she wouldn’t plan a threesome and just have him sit on the sidelines and watch. Maybe she was doing this to build him up, so that when they got to it, it would make the experience all the better. That could be it, that’s why she didn’t make the restraints on his forelegs too tight, she wanted to see if could wait and enjoy the show. It was then that Turquoise sat up straighter and reaffirmed his resolve. 

Don’t worry Annie, I’ll wait for you, thought T. 

Somehow Annie could sense that Turquoise understood the purpose of the restraints, so now she could focus more on Starburst, which, from the increased contracts of her inner walls, Annie could tell that Star was close to orgasm, and so was she. Deciding to change it up for a good finish, Annie pulled herself off of Star’s muzzle and stopped her amazing work on the pegasus mare’s sopping wet pussy. Star had a look of want and angst from having Annie pull away, something that she never thought she’d feel from having such things done to her. 

“W-Why did you stop?! Did I do something wrong?” Star asked. 

“Oh no, you were perfect! But I thought we change it up again and make it feel really good for both of us, plus, I want us to cum together.” 

Starburst’s first instinct was to ask what exactly she had planned, but so far Annie had surprised her with some very good things, so she was willing to trust her friend. 

“Alright, what do you want me to do?” 

“Oh you’re fine where you’re are, but could you move onto your side?” Annie asked. 

“O-Okay, which side?”

“Whichever’s more comfortable for you.” 

Star moved her body till she was lying on her right, “Okay so now what?”

Annie’s signature seductive smile was starting creep across her lips once again. Her horn lit up and Star felt the tingling sensation of the magical Aura wrap around her left hind leg. Her leg then moved up till the tip of her hoof was pointed at the ceiling, Annie could tell that her dancing lessons and training were paying off, granting great flexibility. The unicorn mare then scooted herself between Star’s legs, bringing her own pussy hovering just mere inches away from Star’s. 

Star held her breath, feeling the heat radiating from Annie’s pussy and from seeing how close their marehoods came to touching each other. The pegasus mare gulped, she didn’t think that Annie was going to do, what she thought she was going to do. But she did. Annie grabbed hold of Star’s left hind leg and brought to rest over her right shoulder, she then pressed her sex right against Starburst’s, making the tomcolt mare let out a moan of satisfaction from the act. Annie began slowly humping against Star, the room filling with the lewd noises of their pussies hitting against each other. Star had no idea two mares could do something like this, she vaguely knew about the eating out part, and the using of one’s hoof, but she never thought about actually rubbing their marehoods together like this! The jolts of pleasure that ran up her spine were more intense than when Annie was between her legs. 

Annie was much the same way, enjoying the new feelings of euphoria, and slight power trip, from fucking Starburst. With each slap of their genitals both mares let out screams of ecstasy, Annie would stop her humping a few times and grind her pussy into Star’s, their furiously winking clits brushing up against each other as they went in and out of their hiding places. Annie continued to thrust her hips into Starburst, she couldn’t see Starburst, but she could imagine what she looked like right now. A sweaty mess, wings still flared, eyes hungry and desperate for release, and the rocking motions of her body with each thrust of Annie’s hips. It was all building up, their earlier session, and now this, it was all too much. 

“A-Annie I’m going to –!” 

“Same here!”

Both Annie and Star reached their climaxes as their pussies released a flood of marecum onto both of them, coating their inner thighs with the scent and mixture of their love juices. The two young mares hit the floor, hind legs still entangled as they basked in the afterglow of their orgasms. 

“That…That was…wow…” Was all that Starburst could manage. 

Annie chuckled. “Well, glad you liked it, because we’re not done by a long shot.” 

Starburst weakly propped herself up on her forelegs and looked to the mare across from her. 

“W-What else are we going to do?”

“Silly, don’t tell me you forgot about T over there?”

Starburst’s face flushed, to be honest, she had completely forgotten Turquoise was in the room. He was so silent during the whole thing, and what with the way Annie was rocking her, the fact that Turquoise had been watching them fuck each other had slipped from her mind. The pegasus mare untangled herself from Annie and used her large wings to hide herself from Turquoise, completely embarrassed that she had just let her friend and technical family member see her enjoy having sex with another mare. 
Annie couldn’t help but find Star’s reaction to be completely cute. “Star, c’mon, this is hardly anything to be embarrassed about. You and T did have sex already, so it’s not like he’s seeing anything different.”

Yes it’s different! With T it was…I was out of my mind with estrus! But now…I’m not in heat, I just…did it because I wanted to! And with…

“Star, it’s perfectly normal for mares our age to explore our sexuality. So you liked eating me out, and enjoyed a little scissoring.” 

“But…I…”

“You had sex with Turquoise, and you loved it, you had sex with me, and you loved it. You did like it…right?” Annie asked with trepidation. 

Star opened her wings a little and looked upon the worried faces of Annie and Turquoise. “Well…I didn’t dislike it…It felt good…”

“Well then, I guess we should move to the ultimate part of this threesome! Now that you and I are warmed up, what’s say we relieve T a little. And you can show me how you made him cum?”

Star looked to Turquoise, his own face beet red from what Annie said, but still, she already swallowed down both T’s spunk and Annie’s juices, was there really anything more to be embarrassed about? 

With that in mind, Star uncovered herself and walked over to where Annie was, having already taken up a position right next to the half-dragon’s behemoth of a dick. She released the magical restraints and allowed Turquoise to freely move his wings and forelegs. Annie inspected her coltfriend’s phallus, running her horn and hooves over every inch of it, taking in the even stronger musky scent coming from it. The very thing that had been at the center of her wet dreams during estrus, and the subject of her clop fantasies since she first started dating him, was now right before her. The unicorn’s head was swimming in a menagerie of different lewd and perverted ideas for what she wanted her coltfriend to do to her with this monster. But she had to rein it in, all in due time. 

Turquoise was fidgeting from having his member touched, Starburst was one thing, but Annie, the mare he’d been dating and fell in love with at first sight with, actually staring at it – touching it?! The dracony stallion wasn’t going to deny that he clopped to the image of Annie, sometimes creating little scenarios in which Annie would either suck him off or ride his member till he cummed buckets. Right now, one of those was about to come true. 

Annie could already tell that her coltfriend’s stallionhood was a lot bigger than she imagined, not that it was bad, it only got her more excited, but it did however disappoint her when she remembered Turquoise saying how Star wasn’t able to get all of him inside her mouth. Even though Annie was a little bigger and taller than Starburst, it wouldn’t make that much of difference.

Jeez, I’d probably have to be as tall and as big as June to take him in all the way in any hole…Hmm, mental note: See where Red June stands on voyeurism.  

Filing that away for later, Annie licked at the base of Turquoise’s shaft, dragging her tongue up and flicking it off the tip of his phallus. She then opened her mouth and wrapped her lips around the head, swirling her tongue around it and slowly inching her head further down, taking in as much as she dared could. Starburst was next to Annie, still a little embarrassed by this, believing that an intimate moment like this should be shared between the two lovers, not with her present. But a flick of Annie’s tail on Star’s flank told her otherwise, she wanted her friend to join in. And seeing this mountain of meat again, with a clear mind, she couldn’t believe she took something this big inside her, it was a miracle she didn’t end up in the emergency room.

Star cringed at the thought. Yeah, try explaining that to the doctor and Mom and Dad… 

Pushing that aside, Star decided to give her friend a hoof in pleasuring their mutual sex partner. Since Annie was dealing with the head a few inches more, Star instead worked on pleasuring the shaft, licking and sucking on wide surface of Turquoise’s dick, getting it nice and coating in her saliva. She continued downwards, heading to the base of his dick. She saw the two round balls awaiting her, she moved forward, cupping one in her hoof, and licked around it, bringing it into her mouth and sucking on it lightly like a piece of candy. 

Turquoise was in heaven right now. He could feel the back of Annie’s throat, the grazing of her teeth, and the tiny taste bud bumps of her tongue as they slid along his rod. Annie pulled back, but still kept the head inside her mouth, probably figuring that there was no way for her to deepthroat her coltfriend unless she developed a suffocation fetish. So, she opted to just bob her head up and down, her mouth making very lewd sucking noises with each upward and downward motion. Turquoise let out a primal growl from deep within, feeling his stallionhood getting attention from two mares. 

Annie and Star took note of the sounds that they were making Turquoise emit, and decided to increase their efforts. Annie played with the tip in her mouth, lapping up the steady amount of pre that continued to seep out, Star decided to be bolder, stretching out her right wing and wrapping it around Turquoise’s shaft. She started to run her downy soft feathers up and down, jerking the stallion off with her soft, yet strong and powerful wing. 

Turquoise hissed in pleasure at the new sensation, at the velvety softness of Star’s wings and the amazing tongue work of Anthea as she continued to suck off the head of his penis, not to mention Star’s attentiveness to his balls down below, he wasn’t even aware that pegasi could do that with their wings! 

Star could feel the churning within his balls, watching the bulging veins engorge his dick more as he got closer to his climax. Annie could sense it too, she was very in tune with her coltfriend, and she only needed to hear the increased panting and the heat from his cock in her mouth to know he was close. She released his dick with a wet pop and looked down to Starburst. 

“Star, help me finish up here.” 

Star did as she was asked, never letting her wing release his member as she stood up to where Annie was. Star and Annie worked in tandem on the upper portion of Turquoise’s penis, one working on the head, while the other a licked and slurped around the few inches beneath it. Both mares traded places numerous times, going at Turquoise with two different blowjob styles at once. 

“Guys…I’m about to cum!” Turquoise croaked. 

“Time for the finisher, lay back a moment T.” Annie instructed

Turquoise didn’t argue as he plopped himself on his back onto the floor, his dick standing up high like the mast of a sailing ship. 

“Star, remember how we scissored each other?”

“Y-Yeah.”

“Same thing here, but this time, with a little something extra!”

Starburst understood what Annie meant. The mare’s got into a scissoring position, entangling their hind legs and locking them into place. Annie and Star brought their marehoods close till they were pressed up against Turquoise’s stallionhood. Turquoise had to fight the urge to cum then and there, feeling both Annie’s and Star’s hot, wet pussies against his dick sent his mind into a haze of carnal lust. The two mares began sliding their hips up and down Turquoise’s penis, coating it in their combined juices. The two of them hugged each other close, putting the large dick between them and using their bodies to jerk Turquoise off more and more. Annie, having a few more inches on Star, was able to reach the head and started sucking him off at the same time. 

At long last the dam broke and Turquoise roared out as his orgasm shot through his body. The member between both mares bulged more as the tip in Annie’s mouth released one large spurt after another, shooting load after load down her throat and into her stomach. Annie’s eyes bulged at how much cum her coltfriend was letting out, it wasn’t helping that Annie’s hips and Star’s were still humping his shaft, coaxing more out of him. Annie’s cheeks began to inflate, she didn’t want to let it go and waste his cum like that. Star seemed to catch onto Annie’s distress and stopped her ministrations to swap out with the blind mare. Annie let go of Turquoise’s penis, letting a couple of jets shoot out onto her chest and face before Star finally clamped her mouth around it and sucked down the rest, moaning in bliss, realizing how much she missed this taste. 
After a minute, Turquoise finally came down from his climax and just lied there in the afterglow. Star felt the familiar fullness of having her stomach slosh around with thick cum, some of it had spilled out of her mouth during her blowjob and slithered down her stomach and over her marehood, making her shiver from the strange feeling, but her concern was more for Annie who had taken the brunt of it all. She worked to swallow what was left in her mouth, and once all gone, she gasped and panted. 

“You okay Annie?” Turquoise asked with concern. 

“I *cough* I’m fine, really! I just wasn’t expecting that much. But it tasted better than I thought, and I can’t get the smell out of my nose, I love it!” 

She’s definitely a pervert, they thought at the same time.  

“Well that was better than I expected,” said Starburst as she stretched out and lied on the floor. 

“Don’t tell me you guys think we’re done yet?” Annie asked. 

“Say what?” Turquoise asked. 

“I still haven’t been stuffed, I didn’t go through the trouble of casting that birth control spell for nothing! I want you to ram that meat mountain of yours all the way into my pussy and fill me up! And that goes for you too Star!” 

Now they were both confused. 

“Uh, Annie, in case you forgot, I’m a mare. I don’t have a penis, so unless you invited another guy…you didn’t did you?!”

Annie scoffed. “Of course not! Why do that when I have a perfectly suitable candidate for one sitting right in front of me.”

“Okay, I know I can be a tomcolt, and not as girly as other mares, but that doesn’t mean –!”

Annie’s horn flashed as she fired a magical beam at Starburst. Her body was wrapped in light-green mana as she was levitated off the ground and into the air. Inside the glowing sphere, a change was happening. Star could feel her body getting bigger, more muscular, and somewhat heavier. After a minute and a half the sphere gently descended and disappeared, revealing Starburst…or what used to Starburst. 

Turquoise’s eyes went wide was his jaw dropped, and Annie had a very pleased grin on her face. 

“What’s everypony staring at?! Anthea what did you do – my voice!” Star cupped her hooves over her mouth, her tone was lower, but still pleasing to the ear. “WHAT DID YOU DO TO MY VOICE ANTHEA?!”

“Star, bigger question is: What did she do to your body,” said Turquoise. 

My body?!

Star looked herself over, although she was wasn’t a she anymore. Her wings were broader than before, her body rippling with muscles that were more defined and toned. Her mane a little longer, and appeared rougher than it once was. Her fetlocks were more exposed, akin to her uncle Shining Armor or Red June. With dread, Starburst looked down between her legs and saw the very thing that confirmed what had happened to her. 

“WHAT THE FUCK ANNIE, YOU TURNED ME INTO A STALLION?!!”

“Yep, how else were we going to have this threesome?” 

“I don’t know, but not like this!”

“Oh, we should think of a name for your stallion-self. How about…Comet Burst?!” 

“Uh…Annie, you’re uh, you’re not thinking of anything else strange involving that spell…*gulp* are you?” Turquoise asked with worry. 

Starburst – or Comet Burst in this case – was feeling more dread now. Annie had already displayed a level of kinkiness and sexual desire that neither of them knew she had……Okay, maybe they did suspect she had this level of both, but they never thought she’d actually act on it. There were one of three possible scenarios that were about to be played out that Comet Burst could think of.

One: Annie gender-swaps herself and then turns T into a mare and has us both rut him senseless…*gulp*…not sure if I’d say no to that, wonder what he’d look like as a mare? Two: She wants to have Turquoise do me as a stallion while I do her! Three: She wants to have some kind of all stallion threesome… 

Annie looked to Turquoise and smiled gently at him. “Don’t worry T, I’m NOT going to have Comet use his stallionhood on your tail hole, I know you’re not into that.”
Turquoise swiped his brow, at least he didn’t have to worry about that scenario, but there was still one other. 

“And I’m not going to turn you into a mare. Thinking about it, but probably won’t, maybe.” 

That was less than reassuring, thought Comet.

“You two are going to rut me at the same time. T’s going to pop my vaginal cheery, while Comet gets to pop my anal cherry!” 

“Well that explains why she cleaned that part of herself as well,” whispered Star under her breath. 

“Are you okay with that T?” Annie asked honestly. 

The thought of sharing Annie in such a way with another stallion was a little hard for the dracony to fathom, but considering that it technically didn’t count since “Comet” was in actuality Starburst, it didn’t bother him as much. 

“I-I guess I don’t mind, if uh, Star doesn’t.” 

Annie looked to Comet expectantly. Star didn’t know about this, she was in unknown waters with having sex with another mare earlier, but this was a completely different ball game. Her stallion body was already reacting to the scents in the air, the smell of stallion and mare cum, of sweat and musk, all wafting within the library. Not to mention her own earlier arousal. All of it transferring into a new sensation between her legs. Normally she’d feel a trickle of her vaginal fluids start to leak out of her marehood or an increasing itch between her legs. Now though, she felt a growing mass down there, getting longer and harder, and throbbing liker her heart had moved into her dick. 

The thought of using this thing between her legs, putting it inside Annie, this – objectively speaking – hot mare, feeling her writhe under her and skewer her with a part of herself and granting the both of them pleasure that only she could give her. It was an intoxicating thought, and then there was the difference in orgasms, she liked it when Turquoise came inside her, but would that mean the opposite would be true, would filling Annie with her hot seed feel as great as what Turquoise felt?
With an audible gulp, Comet nodded his head. 

“Yes! Okay, this is how it’s going to work. T, lie on your back, and I’ll ride it. Comet, when I’ve got T all the way inside, I want you to carefully put yours into my tail hole, don’t just thrust into me. Gently push, got it?”

Both stallions nodded. 

Turquoise got on his back again, his dick still hard and erect even after cumming so much earlier. Annie’s chest and part of her muzzle were matted from where the cum had dried, she didn’t care though, it only fueled her sexual drive. She slowly straddled Turquoise, backing up until her marehood touched the tip of Turquoise’s penis. She looked down to her coltfriend, who stared into her eyes lovingly. She placed her forelegs onto his broad chest and slowly pushed back, prompting Turquoise to push forward at the same time. It didn’t take much effort, the slick juices from Annie’s pussy made it easy for the head to slip past her labia and into her honey pot. Annie jerked her head back and gasped, mouth agape as she felt Turquoise slide more of his enormous cock into her dripping sex. Annie’s tongue lolled out of her mouth, every inch of her love tunnel was being filled and stretched out to accommodate her coltfriend’s hulking cock, and she was loving every minute of it. 

Star had to admit, watching Annie impale herself onto Turquoise’s monster dick was very arousing. Especially the way her pussy lips parted and stretched to swallow more and more of it. Star could feel her stallion body reacting to this, her cock tingling and twitching with anticipation, knowing that when Annie was ready, she or rather he was going to thrust his/her dick into her tight plothole. Star gulped as her eyes wandered just a little ways up, seeing the puckered anus contract as if winking at Star to come and fill it. But she had to be patient, she couldn’t just walk right up and start shoving her cock without Annie being ready. 

Damn, now I know why stallions can’t seem to get sex off the brain, kinda hard not to when you’re seeing something like this. 

Turquoise stopped moving, hitting a wall inside Annie. He knew very well what this wall was, the entrance to his fillyfriend’s womb. Just like Star, if he pushed further he would enter her most special place, the deepest part of her. For Star it was pure bliss, and the sensation of being that far inside a mare was extremely erotic. But that was Star, and this is Annie, just because Starburst liked having his dick that deep inside her was no guarantee that Annie was the same. 

Annie’s body was shaking, not from pain but pure unadulterated sexual bliss. Every heat season she dreamed of having Turquoise’s length inside her, to feel him deep within her, and now it was happening, she was finally having sex with the pony she loved, well, at least she was about to, but for some reason Turquoise stopped. Annie had to concentrate and collect her thoughts, otherwise it’d come out as gibberish in her current state of mind. 

“W-Why did you sssstop?!” Annie asked desperately. 

“If I go any further I’ll…well…” 

“I…I know! I want you to! All the way, T!”

Turquoise reached up and held onto his fillyfriend and she in turn held onto him, with a quick thrust the stallion pushed past the barrier and found the head of his penis and a few inches of his length deep inside Annie’s womb. Annie arched her back and let out a loud yell from the jolt mixture of pain and pleasure that shot up her spine and into her skull, nearly knocking her out cold. She had to struggle to breathe, feeling Turquoise all the way inside and sending her into an orgasm, coating the stallion’s penis her slick marecum. Turquoise himself felt Annie’s vaginal walls squeeze tightly around him, threatening to wring his cock of its load, but he held fast, knowing that Annie wouldn’t want him to cum right away, he had stamina to spare and he was going to make damn sure his mare enjoyed every minute of it. Annie dared a glance over her shoulder, curious to see just how much of her coltfriend’s member had made it inside her, she was pleased to see that more than half was inside, and let out a sigh, thankful that she could get this much in and please the pony she loved. 

Once down from the high, she laid on top of Turquoise, breathing heavily, enthralled with the full feeling inside her. She slowly rose up and looked back at Comet, who was redder than Mr. Big Macintosh. Her eyes were immediately drawn to Comet’s cock, smiling perversely as she saw that his wings weren’t the only things big on him. Comet’s penis wasn’t as long as Turquoise’s, probably half as long, but it certainly made up for it in girth. The thought of having both those large cocks inside her made Annie’s head spin, she could be torn apart by those things, ruined for any other stallion, her plothole and pussy mangled to only fit these two stallion’s monster dicks.

Oh thank you Celestia!

Annie lied back down on Turquoise’s chest, using her magic, she grabbed both of her flanks and parted them, displaying her puffy anus. 

“C’mon Comet, your turn.” 

Comet (Star) walked over slowly towards Annie, just taking in the view of the mare she had known since she was young prostrate herself in such a lewd and lascivious manner, inviting her to ravage her plothole while her coltfriend did the same to her marehood. Before Comet knew it he was already at the desired spot. He maneuvered his forelegs on either side of Annie and Turquoise, looking down to make sure he was going in the right spot. Comet lightly pushed forward but found himself missing the mark each time. Annie giggled, knowing that Star wouldn’t know exactly how to put it in.

“Let me help you.” 

Annie’s aura wrapped around Comet’s member, making the mare turned stallion shiver with delight of the magic holding it, for some reason, it was also feeling somewhat slimy and wet. Comet looked down when he no longer felt the aura of magic and saw the tip resting against the hot entrance to her backdoor. His dick was covered in a viscous like substance, runny that it almost looked like what she and Annie released during the earlier orgasms. 

“It’s a special lubing spell, to help you get in easier.” Annie explained. 

It made sense, a pony’s anus wasn’t meant to secrete fluids that made it easier for penetration when it was supposed to be used as an exit for other things. With everything ready, Comet gently pushed his member into Annie’s forbidden place. Annie breathed steadily, knowing that she needed to remain relaxed if she was to have any chance of getting Star’s/Comet’s cock inside her, even with the assistance of the lube. 

Comet could feel the heat radiating from the entrance of her anus, it was hot, but not so much that it wasn’t arousing. Comet gave one quick thrust and found his dick sliding right into Annie’s bowls. For the second time, Annie felt the same sensation as when Turquoise entered her, but it felt oh so different. It was strange having something other than a toy or a magical douche in there, having a fleshy, real, throbbing hot cock forcing her tight walls to open up, it was so unreal, and so good. 

Turquoise watched all this play out on Annie’s face, seeing such a slutty look at having two stallion’s inside her, he strangely found this expression cute on her, because now she was able to indulge in her perverted side with two ponies she loved and trusted, two ponies who would care about her and not think her wrong or gross for such things. 
Comet (Star) was treated to a new wave of bliss that he never thought possible. Star never understood why stallions or mares thought it was fun or exciting to do anal, it just seemed gross to her to have another pony’s thing in her ass. But now that she had plunged her own phallus deep to the hilt inside Annie’s tight and hot sphincter, she was starting to see the appeal. The kinkiness of it, the strange feeling of the anal canal as her dick was squeezed and released again and again inside Annie, she was starting to see the appeal, and if Annie’s reaction was any indication, it was good for her. 

“A-Annie, is it okay to move now?” Turquoise asked. 

“Uh-huh~” Annie confirmed dreamily. 

With a light chuckle from both stallions, Turquoise took the first shot, drawing back his hips and giving Annie slow thrusts into her pussy, setting the tempo for Comet Burst to follow. The orange pegasus stallion followed the rhythm of Turquoise’s thrusts, waiting for the moment to start moving himself. Comet drew himself out slowly as Turquoise thrust in, and when Turquoise slid out Comet thrust back into her plothole. Slowly the two stallions built up a good timing of their thrusts so that one of them was fully inside Annie when the other pulled out. 

Annie was blissed out of her mind, feeling full and yet vacant, only to be full and vacant again. She was being rutted by two stallions, in two different holes, and it wasn’t even a fantasy, it was real. 

“Faster,” urged Annie. 

Letting Turquoise set the tempo again, the dracony stallion rocked his hips back and forth, adopting short but fast thrusts into Annie. Comet found the tempo and proceeded to do the same, timing it so that the both of them were giving to her at the same time. Annie let out a lust filled moan, her mane having come undone of its braid and flowing over shoulders. Her brow was sweaty and her mane was a mess, and yet somehow she looked even sexier than she did when they all started. Annie didn’t hold back her voice, the soundproofing spell she had cast upon entering the library would ensure nopony heard them, freeing her to let her ecstasy filled moans to fill the confines of the library. Turquoise and Comet didn’t hold back either, grunting and growling as they thrust themselves into the mare between them. 

“Oh my…! I…I can feel you both inside me! I can feel your cocks on either side of my insides, aaaahhaahaaaaa~! Both of you…” Turquoise and Comet looked to Annie. “Fuck me harder…! Pound me and use me like a cock sleeve!”

Turquoise and Comet looked to each other shrugging a bit, they didn’t want to deny Annie, plus they really, really, really wanted to just fuck at their own paces and enjoy themselves. Thankfully though, Annie was of a like mind, she wanted to be rutted in the same senseless manner as Star was three weeks ago, only doubled. 

Taking their hint from Annie, Comet and Turquoise braced themselves as they began vigorously thrusting into Annie. The sounds of Comet’s balls slapping against Anne’s flanks, the wet “shlicking” noises of each thrust into the mare, and of course, the loud screams of bliss and euphoria that had completely overtaken the blind mare’s mind. Her senses all focused on the one sense that mattered, touch. Every hard thrust, every pull and plunge sent her nerve endings on fire with pleasure, eliminating all rational thought as she allowed herself to be ravaged by the two ponies she most cared about.       

Comet and Turquoise were enraptured by Annie’s pussy and plothole, she was in the midst of having one orgasm after the other, her body milking both cocks inside her with wanton abandon, they didn’t know how much more they could take, but they believed they lasted long enough. Turquoise gave Annie five good, hard thrusts into her marehood as he hilted on the fifth and released a torrent of cum directly into her womb. Annie threw her head back and screamed in delight from having her womb filled with her coltfriend’s hot seed. More and more Turquoise came, noting that this orgasm was better than when he was with Starburst, possibly because he had always dreamed of this and now he was going to ride this orgasm and hers to the very end and dump as much of his load in her as his balls would allow. 

At the same time Comet found his head in four long, hard thrusts and hilting himself in Annie’s anus. His own deluge of cum quickly escaped the head of his penis and quickly filled the canals of the anal cavity. Star was now welcomed to the grand sensation of what it felt like to ejaculate like a stallion into a mare, feeling the thick seed leave her stallionhood and fill up the tight hole. Star kept herself deep inside Annie as she continued to cum, and so too did Turquoise, not wanting to waste the blissful feeling of cumming inside Annie. 

Annie’s eyes were threatening to roll into the back of her head when she felt her stomach bulge out and that neither stallion was done cumming inside her, keeping themselves wedged inside and leaving no way for the cum to escape her. Annie was in a slight panic seeing her belly grow in size, but mostly it was from having her backdoor filled to the brim and then some with cum, she feared that the spunk from Comet would work its way through her bowels and into her stomach and up her throat till she literally drowned in cum, but then there was Turquoise, filling her womb up and making it balloon out, threatening to burst. 

Such embarrassingly awful ways to go, and yet, she didn’t mind it all, so long as this bliss, all of this lust filled her every thought, she didn’t mind at all! At long last both Comet and Turquoise’s orgasms ended, Comet lazily pulled his softening dick out of Annie, allowing a stream of thick white cum to pour out of her anus, almost turning it inside out. Turquoise, with what strength he had left, helped Annie off his softening cock and allowed the remnants of his climax stream out of her. Both her pussy and anus letting out dual rivers of cum over Turquoise’s cock, balls, and finally onto the floor into a pool. 

All three ponies were panting hard, physically spent and very much enjoying their afterglow. Turquoise set Annie beside him, she was completely knocked out, but had the most satisfied grin on her face that Turquoise didn’t have the heart to wake her up. Comet made his way over to them, but stopped when he remembered that as much fun as this was, it was their moment, and he/she was a guest and needed to let them have their moment. Star/Comet was about to drag herself to the stairs when…

“Star?” Comet turned around and saw Turquoise looking at him with confusion. “Where are you going?”

“Oh…well, this is yours and Annie’s moment. I’m just a fifth wheel right now…so I’ll go upstairs and rest up there.”

Turquoise shook his head dismissively. “Not just mine and Annie’s moment, it’s yours too. C’mon.” 

Comet watched as Turquoise patted the vacant spot on the other side of Annie. She couldn’t deny the big guy when he was giving her that sincere smile and kindness. With a sigh of defeat, Comet walked over to where Annie was and plopped himself gently beside her. She must’ve sensed her presence because Annie reached out and held onto Star’s foreleg. 

“Hmmm…Starburst…” 

Star’s heart raced with a strange feeling of love, but at the same time a sense of guilt. Why had she said her name and not –?

“Turquoise…?” Annie called out sleepily, groping with left hoof. 

Turquoise smiled and draped his large dragon wing over Annie, covering her body. She released a content sigh as she nuzzled closer. Turquoise moved closer to Annie, feeling the slight tension in her body ebb away from the closeness of her coltfriend, and now also her best friend, at her side. 





That morning found the three ponies feeling all kinds of sore and tired, especially Annie. She could barely stand on her hind legs, or sit down properly. Finally she just gave up and decided to just lie down on the couch near the fireplace. Turquoise and Starburst went to work cleaning up the, ahem, remnants of their night romp. None of them were prepared for the strong odor that awaited them, a mixture of sweat, sex, and other bodily fluids that permeated the air and made Starburst panic. Worried that if her mother or any of their friends walked in here and took one whiff they’d immediately start asking why it smelt like that. Annie used her magic from the couch to help in getting rid of the odor, using an air cleansing spell to get rid of, the way Annie put it, the “stank”. 

“Ahhhhh~ that was a fun night,” said Annie blissfully. 

“Despite having been turned into a stallion – against my will – and having my sexual orientation reevaluated…Yeah, it kinda was.” Star admitted with a blushing face. 

“T, did you enjoy yourself?” Annie asked with happy-go-lucky smile. 

“Y-Yeah, it was great! I mean, I wasn’t expecting any of that, really, but it was all good,” said Turquoise. 

“But seriously you guys, you really did a number on me, I don’t think I’ll be able to walk for at least a few days!”

“Okay now you’re exaggerating.” Star deadpanned. 

“You had T’s cock stuffed in your tight pussy, so you know what I’m talking about. Plus, I had two inside me, two!” 

“And whose fault is that Miss Closet-Sex-Addict?”

“I am not a ‘sex addict’, I’m horny, there’s a BIG difference.” 

“Uh-huh,” said Star unconvinced. 

“C’mon you guys, let’s just all admit we’re all a little more perverted than we first thought. It’s not like it’s unnatural right? We’re teenagers after all,” said Turquoise trying to end the argument. 

Starburst shrugged, honestly, to her, being a teenager had no bearing on this. She let herself indulge in her sexual urges again, but unlike last time she had no excuse, she barely had an excuse then. This was pure, unquestionable, lust, and she liked every minute of it. All her time training and disciplining her mind and body to be a Royal Guard, to control her baser impulses, had just gone out the window in, not one, but two nights. 

“How can I be a Royal Guard when I can’t even control my own sex drive…?”

Turquoise and Annie both looked at Starburst with sympathy. “Hey Star, you don’t have to go blaming yourself. It’s normal to let yourself go once and a while. Maybe because you’ve been so concentrated on your training that you, well, neglected your other marely needs. And these last couple of times was your mind and body’s way of allowing you to vent all that sexual frustration,” explained Turquoise. 

Starburst let that information sink in. True, she did put her Royal Guard training before much else unless it was important. She did occasionally clop, but it was hardly enough, just a quickie and she was back to her work. However, her estrus, and even last night, both times allowed her for the first time to indulge in her carnal desires, without fear and without shame. And really, there were no better two ponies to help her out of such a rut. Starburst turned to the couple and smiled at them. 

“Thanks you guys, really. I guess you’re right, maybe I was pent up and needed an outlet that I felt safe enough to…cut loose like you guys keep asking me too.” 

Annie nodded. “Well, we’re happy to help. And, if you want, we could always make this a thing? The three of us getting together and having another kinky threesome? What do you think?”

Turquoise and Starburst had sheepish grins on their faces. 

“Annie, I think maybe we should talk that out more before we say yes or no.” Turquoise suggested. 

“Well you two better think fast, after a few months we might not be able to have sex.” 

“Excuse me?”

“Well we’ll get too big to have sex, plus with his monster cock, I don’t want him hurting the foals.” 

The entire room was silent. 

“Y-You’re kidding, right Annie?” Turquoise asked. 

“Nope.”

“B-But you cast that spell to keep us from getting pregnant! And besides, Turquoise never fucked me!” 

“Did you forget when you sucked him off? Some of his cum dribbled down your stomach and over your marehood. Sex-Ed Star, sometimes that’s enough to get a mare pregnant, even if just a little bit of it slipped in.” 

Starburst just sat there, eye twitching as her mind shattered at that moment. There was a loud thud behind her, indicating that Turquoise had just passed out from hearing all this.

“I’m…I’m going to be a mother…I’m going to have a foal with Turquoise…”

“Oh, and just FYI, while you were a stallion you were fertile. So who knows, I might be having your baby Star.”

That might as well have been knockout blow, because Star was out cold on the floor along with Turquoise.   

Convincing them I was lying probably won’t be easy, but after a month or three they’ll figure it out. That’ll teach you two to have sex without me! 

> Starburst x Dove the Extraordinary 
> --------------------------------------------------------------------------

It had been awhile since Starburst had gone anywhere besides Canterlot, Manehattan, and Ponyville, so it was a welcome and happy surprise when the young pegasus mare received VIP tickets to a magic show in Prance, starring Dove the Extraordinary. Star had caught a few of her magic acts when she was in Las Pegasus, joining her mother, Twilight, in a mother-daughter only trip to the city. Apparently she was to meet one of her oldest friends there, a unicorn by the name of Trixie Lulamoon. According to her mother, the two had a bit of a rivalry when they were younger, more one sided than anything. But the two eventually resolved their differences and have become friends. 

Star’s mother thought that it would be fun to have both their daughters meet each other. Star, back then, while not completely despondent to the idea, wasn’t exactly as thrilled as her mother was. But she decided to keep any thoughts about this mare’s daughter in the back of her mind, Star wasn’t one to completely write somepony off as being just like their parents were, which according to Star’s mother, Trixie was a braggart, a showoff, and tended to look down on some ponies, but after a certain incident all that changed. 

When Star first met Dove, she came off as a polite mare, bowing graciously to both Star and Twilight. Personally, Star and Twilight disliked the bowing thing, especially when it was just a friendly visit. The first thing Star noticed about the mare when she saw her was her cape, which was made entirely out of feathers. Apparently Dove was enamored with pegasi, their culture and their wings, and that she made the cape out of the fallen feathers from other pegasi. 

Despite being a unicorn, Dove didn’t use much unicorn magic. Apparently her magic wasn’t very strong; the most she could do was illumination spells some levitation. But Dove didn’t care, surprising Star and Twilight about her views on unicorn magic, seeing it as dangerous. While Starburst couldn’t exactly weigh in on the subject – not being a unicorn and all – she did however respect her views, which made it all the more amazing that she could pull off the kind of illusion magic she could do onstage without using her actual unicorn magic. 

In the end both Star and Dove hit it off pretty well, although she was a little freaked when Dove stared and examined her large wings, her eyes were practically sparkling with glee and fascination at seeing, as she put it “Such marvelous and beautiful wings!” 

Star had to admit, that was the first time anypony had ever said that about her wings. She had always tripped over them as a foal, and they were a pain to keep clean, but they had their benefits. But nopony ever said they were “marvelous” or “beautiful” before, impressed and slightly envious looks were the most of what she got from others besides her close friends, but this was the first time somepony had said that about them. And Star had to be honest; she liked how it made her feel inside. The two of them had met many other times after that, Star already knew Prench, learning different languages being one of her hobbies, and was able to converse with Dove on a more personal level.

The whole thing earned Star her pet name “Mon Canari” which meant “My Canary”. It was a little weird being called that, her canary. As if she was saying she wanted Star be hers or something. Star quickly shook her head, fighting off a blush that was starting to form on her face. 

Get a grip Star, it’s just a name, it doesn’t mean anything more than that! 

And yet her heart raced a little at remembering the tone and feelings Dove put into calling her that. Even as a friendly greeting it held such tender care and love, but Star just attributed that to the language, Prench was considered the “language of love”. Starburst face hoofed herself, there was that word again, love. Star grunted frustratingly as she shut her suitcase, careful not to damage the dress she was going to wear for the occasion. 

Why does that keep popping up in my head whenever I think about Dove?! She’s three years older than me, and she’s a mare! A MARE! I can’t feel like this for another mare! Starburst took a few deep breaths to steady herself. Calm down Star, getting worked up over nothing just makes it into something, all I feel is a deep sense of friendship with Dove, that’s it, nothing more and nothing less. 

But still, that begged the question: Did Dove feel like that towards her? And if she did, what would happen? What would she do? What would she say? Star could honestly say she’s never been ogled by anypony, at least none that she caught anyway. The pegasus mare went over to the mirror on her dresser and looked herself over. When compared to Anthea, she didn’t have the cute and innocent look that she carried, not to mention her supple body and natural beauty. Nidra had two things working for her, one: She had a svelte body that had curves in all the right places. Adding to her exotic batpony heritage, and the somewhat intimate aura she exuded as a daughter of the Princess of the Night. If anypony could look passed her intimidating gaze she could find quite a few coltfriends. 

Pfft, like that’ll happen, until Annie and T get married, she’s going to be on Turquoise like white on rice in glass of milk, on a paper plate, in a snowstorm.  






*Prance*


Dove was jittery all over, she didn’t know if it was the nervous buzz she normally got before getting on stage, or if it was because she would be there, in the crowd, watching her dazzle the stage with her magic tricks. Dove had to berate herself from time to time; she found her behavior over Starburst appalling at times, to think of another mare in such ways. Dove was three years Starburst’s senior, a young mare, and so was Dove, though her stage persona and the way she carried herself would have ponies thinking otherwise. 

She had always loved romance, the idea and the hope of finding a one true special somepony. Though she loved her career as a stage magician, she still wanted somepony by her side to share it with, somepony who, when all was said and done, when all the adoring fans left the seats vacant and their cheers faded away, would be there to still look at her, love her for herself and not for the mare on the stage. Dove had no qualms when it came to who she loved; she believed romance and love transcended the barriers of gender and species. 

Imagine her surprise when she saw those beliefs made real, seeing the half-dragon children Turquoise and Crystal Clarity, the half-draconequus Prince Illusion, and the half-batpony Princess Nidra. If such a thing was true, then so too was her belief that love could thrive for her as well. She wasn’t picky, Dove appreciated and admired the beauty and attraction of both the female and male forms, and if one or the other caught her eye or made an attempt to court her, she was at least going to give it a shot. 

Dove had spoken to her mother, Trixie, about the way she felt. Trixie blamed the Prench lifestyle they had been living, but nonetheless, she respected her daughter’s views and only cautioned her that if she was going to love, then it should be with one that made her heart soar and her magic surge from deep within, apparently that was how she knew Dove’s father was her special somepony.

How could she tell her mother that she felt that way when she met Starburst? The young mare was a bit intimidating, but her gorgeous wings made her intense visage akin to that of a falcon. A majestic and fierce bird, that’s what Star looked like to her, beautiful to look at, and at the same time just as dangerous. But underneath that, she was a responsible and kind young mare, a little ridged, but nothing that could be worked on. It was no secret to anypony who knew Dove that she had a “thing” for pegasi and their wings. At first Dove wrote off her feelings of infatuation at first sight because of her attraction to Star’s wings, but over the months and now almost a year and their friendship had been growing since then. And still the feeling was there, every time Star spoke to her in her native language of Prench, every time Star let her get away with letting her snuggle under her large wings, it was always there. 

Dove knew Star was her soul mate, her very special somepony. Problem was…

Does she feel the same way…? Oh Mon Canari, I wish I could tell you how much you mean to me…it is more than lust or affection…

Even now, twenty minutes from show time, Dove peeked from behind the curtain. Searching the rows of seats, her eyes peering over every face in the audience, although, there was only one face she was looking for. Her eyes finally fell upon the seats she had picked out for Starburst, of course the ponies who owned the theatre just had to make a big deal about Starburst’s arrival to see the show, what with her being a Princess and all. 

Oh, that was another thing that Dove loved about her, the fact that she never let her royal status define who she was. For being a royal, Starburst was very down to earth and practical, and after hearing that she wanted to be in the Royal Guard, she knew the young mare wasn’t afraid to get her hooves dirty. 

Very naughty thoughts ran through her mind. Thoughts about having such a petite, and yet strong mare force her onto a soft bed. The feeling of Star’s strong, toned frame pressed against hers, pinning her down and as she passionately kissed her and made her scream out the name of her love. If Dove were a pegasus, this was the point where her wings would be sticking up, so lost in her little fantasy that Dove had completely ignored the sound of approaching hoofsteps, and the tapping of her shoulder. 

“Ms. Dove…? Ms. Dove? Ms. Dove!”

The blue-gray unicorn snapped out of her naughty fantasy and turned to the voice, wide eyed and blushing to the stage manager. 

“Y-Yes?!”      

“Pardonnez-moi, but you have a guest Ms. Dove. A very, very, very important guest!” The manager stressed. 

Dove inwardly rolled her eyes; the manager had more than once brought some noble or somepony with great influence in Prance to meet her, sometimes they even brought their children for a backstage visit. Dove didn’t mind though, she loved children and their enthusiasm for her shows. But it did get annoying when some of them were of the spoiled and rotten variety, believing that they could hire Dove for their children’s personal entertainment. 

Marmots pourris gâtés (Spoiled rotten brats), I do free shows for the little ones that can’t afford to pay and see me, why would I subject myself to being a rich somepony’s simple bouffon (jester). 

Dove sighed in reluctance and gestured for the manager to have him bring the pony to see her. Imagine her surprise when the pony who entered from the door was no other than –

“Mon Canari?!” Dove excalimed. 

“Hé (Hey) Dove.” Star replied in Prench. 

Dove rushed over, her feather cape flapping in the breeze she generated from her swift movements, but stopped just as quickly upon seeing Star. She was wearing a beautiful flowing violet dress which not only matched her eyes, but added a bit of sparkle to them as well. Dove had to remember to breathe; she had never seen Starburst in a dress before, remembering that the young mare disliked wearing them. But she’d be damned if Star didn’t look gorgeous. 

“Incroyable…vraiment incroyable…(Amazing…truly amazing…)”

“W-What?” 

“Oh pardon, I was just admiring your dress, Star. Il semble vraiment très belle sur vous, non? (It really looks quite lovely on you, no?)”

Starburst couldn’t help but blush at the comment. “No – I mean yes! Dresses aren’t really my thing, but since you went through the trouble of giving me VIP tickets to your show, the least I could do was make an effort to look nice…Do I look weird in this?” 

Dove vehemently shook her head. “No, no, no Star! Not at all, vous êtes belle! (you look beautiful!)”

Dove had to bite her tongue, lest she give away her true feelings. Starburst seemed to fidget in place, her eyes darting back and forth between the floor and the taller unicorn mare before her. 

“S-So, are you ready to go on?” Star asked, trying to sound more confident than she was feeling. 

“Oui, I am!” Dove turned around and took another peek out into the audience, her normal confidence ebbing slightly at how packed the room was. “Such a big crowd tonight, I hope I can dazzle them as I do others,” said Dove. 

Star stood beside Dove and gave a light tap on her shoulder. “Hey, I know you can. I may not get all of my Mom’s and little brother’s magic stuff, but yours is a little easier to grasp, and that’s how I know you’ll do great out there Dove.”

Dove looked to her right and smiled happily and boldly at the petite mare beside her. “Oui, I will give you, and them, a fantastic show Mon Canari!”

Starburst smirked with the same confidence as she was. Keeping track of time, Star knew she should leave soon so Dove could mentally prepare. 

“See you after the show Dove, casser une jambe! (break a leg!)”

Dove nodded and watched Starburst leave. She was still nervous, but more than that, she didn’t want to let Star down, she was going to give her and the crowd a good show. And later… 

Later…maybe.





Dove and Star were walking about the fancier districts of Prance. The magician was still donned in her feather cape and Star was still in her dress, both walking side-by-side as the stars twinkled and the full moon shined down upon the City of Love. But for Dove, there was only one star that shone more brilliantly than them, it may be blasphemy against Princess Luna to say so, but her heart spoke the truth. 

Starburst for her part was feeling a little embarrassed walking around in public in her dress. The only times she wore such things was when she attended the Grand Galloping Gala, or had to look prim and proper when foreign dignitaries were visiting. She never understood how the mares of Canterlot could go all day in such frilly things, not to mention the things she saw Mrs. Rarity create on an almost daily basis. Thankfully she was able to convince the older mare to keep it simple, and simple it was, though the fabric did shimmer when it caught the light at the right angle. 

Dove had led Starburst to her home, having taken to living on her own when she became a stage magician, but still fairly close to her mother just case of emergencies. The unicorn mare opened the door to her loft and gestured for Starburst to enter. Star had to admit, Dove’s place was impressive, showing just how much her shows gave her. A patio that overlooked the Prance skyline, a roaring fireplace, granite countertops, soft carpeting, and ornate yet functional couches. When they entered, they two mares noticed that Star’s luggage had been brought up, placed near the hall closet.

“I hope it is not an inconvenience for you to stay with me during your week visit. It’s just we don’t get to spend much time together when I go to visit you because of my shows, so in order to spend more time together I thought having you stay with me would be better. If you are uncomfortable with living with me, I can take you to one of Prance’s finest hotels, I’ve no doubt they have suites ready in case of royal visitors.”

Starburst shook her head. “No, this is fine, it’s good idea actually.”

“Tres bien! I have your room ready, it is the one across from mine,” said Dove as she started to make her way to said room. 

“Oh wait, Dove! Could you uh…help me with the dress?”

Dove froze mid-step at hearing the request. “P-Pardon moi?”

“It was kind of a pain in the flank to get this on carefully, and I don’t want to ruin it taking it off myself, what with my wings and all. So do you mind…?”

Dove gulped, true ponies went around without clothes ninety-nine percent of the time. But there was something about it, the way it hid that which was always in plain view but never looked at out of respect. She was asked to undress the very mare she had a crush on, to see her in her fully exposed again. 

“No I do not, Starburst.” 

“Great, there’s a zipper in the back but I can’t reach it. After that, if you could make sure that my wings don’t rip it when I pull them out I’d appreciate it.”

Dove watched as Star turned around, moving some of her mane out of the way to reveal the hard to reach zipper. She approached Star from behind and focused her magic on the zipper, slowly pulling it down till it stopped just a few inches before her tail. Dove then gently helped Star move her wings out of the holes cut for them, handling the avian appendages as if they were as delicate as glass. Star admitted she liked how gentle Dove was with her wings, not bothered by how big they were, treating them with such care. Eventually Star was able to get the dress off her body, letting it fall to the floor as she extracted her hind legs from the remaining fabric. 

Dove blushed a little, catching a glimpse of Star’s marehood when she unconsciously flicked her tail back and forth. She averted her eyes out of respect, but still, the image was already burned in her mind’s eye. 

“Thanks Dove, that feels a whole lot better!”

“Oh, no trouble at all!”

Star started wandering around the living room, admiring Dove’s living space. It was nice, without being extravagant. Star heard Dove retreat to the kitchen, and after a few moments returned with two glasses and a wine bottle. 

“What’s the occasion?” Star asked. 

“Pardon moi, it’s become a bit of a good luck ritual of mine to have a glass of wine after a successful show. And since I have a guest, it would be rude of me not to offer you a glass.” 

“Oh…um, Dove, I’m underage, I can’t have alcohol. I mean don’t let me stop you!” Star insisted.

“That is no problem, while drinking in public is illegal for ponies under the age of eighteen, it is not, however, illegal when in the privacy of one’s own home. So it is perfectly legal and acceptable for you to partake. But you do not have to, as I do not wish to impose.” 

Star thought it over for a minute. She wasn’t in Equestria’s mainland, and while in Prance’s territory she was to abide by the laws, and according to Dove, the law said she was able to drink so long as it was in private. Plus, Dove was here, if anything did happen at least she’d have somepony she trusted nearby to help. And honestly, sharing a drink with another pony, especially Dove, sounded good. 

“Alright, pour me a glass I guess,” said Star. 

“Très bon! (Very good!)” 

Dove levitated the wine bottle onto the coffee table, Star and Dove took a seat on the couch with sizable gap between them. Dove levitated the bottle and poured the red liquid into the glasses till they were halfway full. The unicorn mare offered Star her glass, letting the pegasus mare grip the glass in the crook of her right hoof. Once she was sure Star had a good grip on it, she released it from her telekinetic aura and moved hers closer to Star’s. 

“To a successful show, and many others to come, and for the company of good friends. Santé! (Cheers!)”

“Santé!” Star repeated. 

Dove swirled the wine around in her glass took a small sip of the wine, savoring its taste. Star didn’t know the proper etiquette when it came to drinking wine, so she decided to mimic Dove’s actions, swirling it and cautiously taking a sip. It tasted like grape juice, but just a tad stronger. Star stopped at the one sip and decided to take small sips to lessen any affects the wine might have on her. 

“Thank you once again Starburst, I’m glad you can spend a week with me in Prance,” said Dove. 

“Well, honestly, I’m happy you asked. A change of scenery is nice, and plus, we don’t really get to see each other that much, and I thought it would be nice to spend some more time with you.” 

“I agree. So tell me, how are things back home? Are your friends doing alright?”

Star took another sip of the wine. “Yeah they’re doing alright, Prism’s still lazing about, and Annie and T are still together. Although recently, Annie and T took a break from each other.”

“Oh my, is there trouble in their relationship?” Dove asked. 

“Nah, nothing like that. The way Annie explained it, she was trying to help Turquoise find his way. It’s kinda thoughtful and depressing, but she was worried that, because he’s half-dragon, when Annie eventually passed away from old age and he was still around, that Turquoise wouldn’t know what to do with himself.”

“How romantic, thinking of her love’s wellbeing that far into the future. Annie semble être un vrai romantique. (Annie seems to be a true romantic.)

Star chuckled. “Si vous le dites, Dove. (If you say so, Dove.) But something funny did happen to her when she was taking that break.”

Dove sipped at her wine before saying. “Oh ne le dites! (Oh do tell!)”

Star sipped her wine as well before telling. “Well – and this is what I heard from Prism mind you – Annie and Prism were up in Canterlot and just walking around when Amber, one of Annie’s friends from the orphanage, trotted up to her and kissed her in front of Hot Head, Lucky, and Prism!”

Dove nearly spat out her wine, whether from surprise or an urge to laugh was something she was debating in her mind. Hearing that her rival had been kissed by another mare was not something she had ever expected from her. Although she did know of Annie’s risqué sense of humor, often being on the receiving end of said humor and the occasional surprise hug, she was sure she was a mare who favored stallions more than mares as far as romantic partners went. 

“Impossible, je ai pensé Annie était plus dans étalons, et était-elle pas simplement prendre une pause de son poulain ami?! (Impossible, I thought Annie was more into stallions, and was she not just taking a break from her colt-friend?!)”

Star couldn’t help but chuckle at Dove’s reaction. “Je comprends, je crois que je fais. Mais ce est la vérité, apparemment, selon Ambre, ce était un ‘baiser platonique’. Elle se révèle un point qu'elle ne pouvait embrasser somepony qu'elle savait sur la bouche et ne pas avoir ce que cela signifie quoi que ce soit romantique. (I understand, believe me I do. But it's the truth, apparently, according to Amber, it was a "platonic kiss". She was proving a point that she could kiss somepony she knew on the mouth and not have it mean anything romantic.)” 

Dove had to take that in a moment. Kissing somepony close to you without it meaning anything more than friendship?! Was such a thing possible?!

Then again…if I were to…

“Um, how do you feel about it? What Madame Amber said, do you believe such a thing?”

Starburst stopped mid-sip. “Oh…well I never really gave it any thought. I guess, personally, I don’t follow her way of thinking. If you’re going to kiss somepony, especially if it’s like that and one of your friends, you should mean it. Like if you…love them, I guess. Does that make sense?”

Dove nodded. “Oui, and did you find it…wrong, that Madame Amber and Annie kissed, two mares?”

Star wavered in this. “I guess…I guess not, I mean, who am I to say that two mares can’t kiss? I may be a Princess, but it’s not like I have the royal right to say that relationships between mares are wrong…besides – OUCH!”

Star’s grip on her wine glass loosened letting it fall. Dove quickly enveloped the glass in her aura, catching it before the wine spilt out. 

“What is wrong Mon Canari?!”

“It’s nothing, one of my feathers is messing with me. I guess I should’ve done a better job preening myself before coming to see you.”

“You didn’t preen probably? That is so unlike you,” said Dove astonished. 

“Well I didn’t want to be late to your show, so I just did a quick touch up and left for the theatre. It’s fine, I’ll take care of it later.”

“No, you shouldn’t neglect your wings, it could become worse if you do not do something about it!” Dove insisted. 

Starburst sighed. “Yeah, I know, but my wings take, like, forever. That’s why I take a whole day just to preen them properly. And I don’t want to waste my time with you, just preening my wings.”

Dove couldn’t let Star just neglect her wings, and she could see how much the rogue feather hurt her. Star had a point, it would be a shame just to spend the whole day doing that, but what if…

“What if I were to help you?!”

“Wh-Wh-What?!”

“It should not take as long with another pony! And I would love to do it, to care for your beautiful wings! Please Star, please?!” Dove pleaded with sparkling eyes.  

Star was hesitant, but the look in Dove’s eyes was so eager and admittedly cute that she found it hard to say no, plus, having another pony tend to her wings could be good, right?

“O-Okay…”





Starburst had always been the one to preen her wings; usually setting aside a day to properly align her feathers and remove loose ones. Once or twice she had somepony help her in the process. It was awkward when her mother and father tried to help, despite their best efforts, whenever somepony else started to preen her wings, Star felt herself grow…aroused. She was assured by both parents that it was a natural physical reaction and there was nothing to be ashamed of, but from then on she resolved to doing it herself. Pegasi wings were sensitive to certain types of stimuli, when a pegasus preens themselves it doesn’t really cause the same reaction, but when another does it it’s a whole different story. 

For Star, because she had such large wings, they were very sensitive. Especially the cluster of nerves and muscles around her joints on her back, being able to control such large things needed a little more than normal pegasi. Which was why she couldn’t believe she was going to let Dove of all ponies preen her. She kept telling herself it was just a friendly gesture, Dove always had a thing for pegasus wings, and hers more than others always caught her attention. Still, that didn’t make Star any less nervous. She hadn’t had anypony preen her, and now she was about to have it done by a pony who wasn’t a pegasus. 

What if she accidentally pulled a primary? The last time that happened to Star she bled and cried out in pain, it was the worst pain she had ever felt in her life. Of course she got better at it, learning from watching her parents and sometimes allowing them to lend her a hoof in the process. 

Star took deep breaths as she lied there on her stomach at the center of the bed, a pillow beneath her head for comfort as she awaited Dove. Soon the door opened and Dove entered, smiling a strange smile as she did so. Star gulped, with every step Dove took her heart raced faster. Because there was another potential reality, what if Dove was actually good at preening? And if she was, with her level of sensitivity, it would be nothing short of arousing. Star felt a shift in weight on the bed as Dove moved closer to her. 

Dove was now sitting next to her, staring and smiling at Star as she shifted about nervously. The blue-gray unicorn gently placed a hoof on the pegasus mare’s shoulder making Starburst flinch a little from the sudden contact. 

“Are you alright?” Dove asked with concern. 

“Y-Yeah, just a little nervous, I guess…”

“Do not fret, I promise to make this enjoyable, so long as it is me, you will know no pain. Only comfort.”

Star felt more at ease from Dove’s words. She then took a deep breath and laid down on the bed, resting her head on a pillow that Dove had provided for her. Star flexed out wings and laid them across, nearly encompassing the queen sized bed. 

Dove felt a stirring within her, seeing the young mare before her, wings spread out, hind legs sticking out as Star’s short tail covered her precious flower. The unicorn mare had to control herself, she was just showing her friend a good time, and helping her out with the proper care of her beautiful wings. Dove carefully made her way behind Star, rising up just a tad so that her rear hovered just above Star’s hips. She then lowered her herself, straddling Star’s hips on either side. 

Starburst let out an audible gulp, getting the back of her wings was always a pain in the flank, so she sometimes she tucked them in and used a special grooming comb, so she was grateful for Dove starting there. But the way she was setting on her hips, practically straddling her, it was…odd. Despite her size, Dove was surprisingly light, which wasn’t surprising given her curvaceous and slender form. Star could feel Dove’s long tail drape over hers, as well as the vague sensation of feeling her –

Don’t think about Star! We both have marehoods, it’s not like it’s any big deal! 

Still, it was a little awkward feeling it, however vague it was. But Star had to repeatedly tell herself to calm down; it didn’t mean anything, despite her earlier notions. She was attracted to stallions…at least, she thought she was. Star had always found Prism’s eyes to be attractive, if only for their unique color and intensity. Del was older than her, but he was a hard worker and valued family, and had big dreams just like Star. Fletcher, he was also a grand specimen, but Star was sure he wouldn’t consider anything more than friendship with her, since he was training to be a Royal Guard, fraternizing romantically with a royal wasn’t exactly favored. But another mare…the idea never really crossed her mind, not until she met Dove. 

The unicorn mare shifted her weight around to make sure she wasn’t putting too much pressure on Star as she sat. She could already tell that Star was thinking hard on something, probably the way she was sitting on her instead of just on either side of her wings. But realistically, it wouldn’t be as good for Star if Dove simply started just at wings.

“I’m starting now, Star.”

“O-Okay.”

Dove raised her right hoof and placed it gently at the spot between the wing joints. She gave an experimental press onto that spot and the results were immediate. 

“Aaaaah~” Star cried. 

“Oh my, I am sorry! Did that hurt?! I read that that was a good place for pegasi to be massaged!”

“No, no, you’re fine!” Star said quickly. “I just…I’ve never had anypony touch me there…”

Dove’s face went red, as innocent as that was, she couldn’t help her mind reading it as something naughty. Shaking her head, Dove regained her composure. 

“Well, if you do not mind, Star, I would like to keep going around there. Your body is very tense and I would like to help you relax, if that is alright?” 

“S-Sure…I don’t mind, just-just be gentle alright?”

“Oui.” Dove replied. 

Dove went back to work, gently pressing down on the bundle of muscles and nerves, causing Star to release another moan of delight. Dove watched as Star buried her face in the pillow in an attempt to muffle her embarrassing noises. She only smiled, seeing the reactions just one hoof was giving the canary. She slowly moved her right hoof to the left wing joint, massaging around it, and causing Star’s wing to stiffen reflexively. Dove knew what this meant but decided to keep it to herself, Starburst must’ve been embarrassed enough, reacting to her sudden wingboner wasn’t going to make it any better. 

Dove leaned down and began her intimate work, nuzzling the downy feathers of Star’s wings. The aroma wasn’t what she was expecting, it was better. The scent of a watermelon shampoo wafted into her nostrils, it was sweet and very subtle. Dove just continued to nuzzle the rows of feathers, enjoying their softness in a more intimate fashion than previous times. She moved her hoof from the base of the wing, lightly tracing her hoof halfway along the edge before stroking back towards the base.

Meanwhile, Starburst was losing a battle to keep her voice from coming out, biting into the pillow to stop anymore of her embarrassing sounds from being heard. At one point Star thought she was going to die of embarrassment from getting a wingboner earlier, and right in front of Dove! Star knew she couldn’t help it, Dove’s hoof was like magic, all the tension in her body was starting to ebb away; she didn’t even realize just how tense she was. But soon her wing complied and relaxed again. Now Dove was nuzzling along the rows of her feathers, and Star could feel everything. The sensations from Dove’s cheek brushing up against each feather, combined with her stroking of her wing’s edge back and forth made her hind legs turn to jelly. 

Dove could feel it, Star had relaxed a little more, most likely deciding to give into the pleasuring sensations. However, Dove knew that Starburst restraining her voice wasn’t going to help her relax if she continued. 

“Starburst…”

“Mmmuph?” Star spoke through the pillow. 

“It is alright for you to be vocal, I want to know if what I’m doing is correct and I cannot tell if I can’t here you. It’s just us here, you do not have to hold back.” 

Star considered this, true, she was in Prance, hundreds of miles away from her home. The only other pony who knew her here was Dove, and she knew the older mare would keep a secret if she asked her to. Star nodded her head and raised it out of the pillow, laying her chin on it and breathing steadily as she awaited Dove’s next move. 

Dove began her preening, scanning her wings for any loose feathers. She found one and opened her mouth, gently she bit down on the feather, giving it a few tentative turns and tucks before it finally came free of the whole. Star felt the removal of the feather, releasing a sigh of pleasure and relief from having the rogue feather removed with ease. Dove released the feather, using her magic to levitate it over to her dresser. Star had promised Dove could keep her fallen feathers, and given how long and big they were, Dove could make a cape easily from just a small amount of them. 

The blue-gray unicorn continued her work, sticking out her tongue and licking along the feathers, aligning them neatly with the others, and freeing them of debris. The whole time this was happening, Star continued to moan in pleasure. Feeling Dove’s tongue along her wing sent shivers of delight up her spine, and with the added bonus of her massaging, it created jolts of bliss that shot through her with every motion.

Whether out of conscious or subconscious reaction, Star’s tail began to raise itself, exposing her pussy to the open air. Dove suddenly felt something brush underneath her plot, making her own tail move just a bit. She dared not stop to react to it, lest Star insist on stopping this preening session, and Dove didn’t want that. Star was practically putty in her hooves, releasing more and more of her squeaks and moans with each lick, and each press of her hoof. She couldn’t react, because, it was also turning her on.

Star’s mind was in a haze, the only thing she was aware of was Dove’s body weight and her ministrations. She was also becoming aware of an itch in her lower region, it wasn’t annoying, but it burned slightly, not painfully though.

After a few more seconds of attending to her left wing, Dove switched over to her right wing, repeating the same motions. Dove was becoming increasingly horny as Star kept moaning and cooing, but when Star gave an instinctive buck of her hips and made Dove bounce a bit, she knew she couldn’t take it anymore. She wanted Star; she wanted to love her – to make love to her. But did she dare do such a thing? If she did, there was no going back, Star would either react poorly or hopefully be receptive. 

Dove lifted her rear, making sure she got over Star’s raised tail. She even lowered her upper body till it lightly rested on Star’s back. She then lowered her rear till her slowly moistening nether lips pressed against Star’s plot, making Dove shudder at the contact of her most private place. Slowly she began to rock her hips up and down, briefly grazing against Star’s marehood with each movement. 

Star’s reaction was immediate, her eyes bulging out of her skull at the feeling of Dove’s actions. 

“D-D-Dove, what the hay are you –?!”

“Shhhh, Mon Canari, it is alright.”

“‘Alright’?! ‘Alright’?! You’re grinding yourself on my –Aaaaaahhhh~”

Dove moved her mouth to the right wing joint, lightly nibbling on it and caressing it with her tongue. Star’s back arched as she threw her head back, releasing the most sensual and sexy moan Dove had ever heard. She didn’t orgasm, but she knew Star probably felt close to it with that. 

Star could barely form a full thought; her mind was clouded in a fog of sexual bliss the likes of which she had never felt before! Star’s body was completely relaxed, her muscles having all been loosened from Dove’s earlier work, making it hard for her to flex and tense them to put up any kind of resistance. She wasn’t even sure if she wanted to resist or get away from this ecstasy. She could feel Dove grinding herself against her plot, her fur getting slicker and wetter from each pass of Dove’s increasingly moist pussy.  

Dove could feel her climax nearing, with Star’s sexually excited moans and screams, and increasing ease of grinding against her plot. She wanted to make sure Starburst was enjoying this just as much and decided to make Star reach orgasm with her. Dove began assaulting the bundle of nerves and muscles between Star’s shoulders, nuzzling and licking them with wanton desire, at the same time, Dove raised her marehood up further till her clit grazed against Star’s tail dock, making her pussy spasm and dribble more of her juices onto the mare below her. 

“YES, YES!!! DOVE, RIGHT THERE, MORE, MORE!!!” Star cried out uncontrollably. 

Dove’s nuzzling and licks sent jolts up her spine and into the base of her skull, before making another trip right down to her pussy, making it release short spurts of her marecum onto the bed. She shouldn’t be liking this, she was being raped wasn’t she? So why was she enjoying this? But rational thought was all but gone in her mind right now, now there was only what she was feeling right now, and what she wanted. And what Star wanted was to cum!

The unicorn mare gave a few more humps to Star’s dock, grinding her love button right against it to send her over the edge, her pussy erupted, splattering her slick clear fluid all over and down Star’s plot and tail dock, coating it in her love. Dove bit down on the cluster of nerves, sending a muffled scream of ecstasy into the nerves and increasing the sensation even further. Starburst screamed out her orgasm as her wings flared out and her marehood released a deluge of her love juices, combining with those of Star’s and creating a large wet spot beneath them. 

Both mares’ bodies went lax, panting hard from the intensity of their orgasms, bathing in the afterglow. Star had passed out for a moment, despite the times she had diddled herself into orgasm, those other times paled in comparison to now. The fog that had enveloped her mind was starting to clear as the situation started to dawn on her. With some strain, Starburst shifted herself about, folding her right wing, she was able to gently roll Dove off her back and onto the bed. Star tucked her other wing in and rolled onto her back, still panting as her mind worked to understand what had just transpired.

Star could still feel the wetness around her rear and marehood, along with the near numbness of her hind legs from her orgasm. She looked over to Dove and saw that the mare was in the same boat, her pussy still winking. Star couldn’t help but stare at Dove, for some reason appearing more beautiful and seductive post climax. But that still begged the question.

“Why…?”

Dove’s ears flicked in Star’s direction as she lazily turned her head to the young mare, looking at her dreamily as if awakening from a happy dream. 

“Oui, Mon Canari?”

“Why did you do that…?” Star asked, her voice trembling, not sure if she should be upset that she was just taken advantage of, or feeling hurt and betrayed. 

Dove seemed to catch onto the tone, she then looked down at herself, and then to the wet spot where they once were. It all clicked into Dove’s mind and her eyes widened with horror and regret. 

“Starburst, I am so sorry! I did not mean…I…I was…”

“Dove, you have about ten seconds before I drag you out of this room by the horn and throw you off the patio! So explain to me why you just…just…raped me!”

Dove’s pupils became near nonexistent at hearing that word. “NO! I did not, that’s not what it was!” 

“Did I say you could do that to me?! Did I say you could…could rub yourself against me like that and…UGH! Just tell me why Dove because…” Starburst looked down, her bangs covering her eyes. Droplets of tears fell, hitting the bed with soft patters. “Because I’m really confused right now…I liked it…I liked how I felt, how you made me feel! So just tell me…did you do that just because you wanted to get some flank or because you…” 

Dove hated herself, seeing the mare she loved in pain from trying to understand what had just happened, and really, Dove was struggling to understand it herself. She had lost control, she let herself be overcome with her desire and love for Star that Dove couldn’t hold it in anymore. She wanted to show Starburst just how much she cared about her, and loved her. But Star didn’t know that, how could she know? When Dove was doing all she could to keep Star from knowing, afraid of this very reaction. There was no getting around it now, the cat was out of the bag. The only thing, the honorable thing, for Dove to do, was tell Starburst how she felt, and suffer whatever consequences were to come. 

Carefully, Dove reached out a hoof and lightly touched Starburst’s hoof. The young mare flinched like before, but she didn’t take her hoof away. That was a good sign at least, maybe she didn’t completely want to murder her, yet. 

“Starburst…mon amour (my love)…I was weak…I…I…I love you.”

Star looked at Dove shocked. “You…you what…?”

“I was I…*sigh*…Je ne pouvais pas vous dire comment je me sentais, de peur de la façon dont vous voulez me voir. Mais au moment où nous avons rencontré était le jour où mon cœur a bondi! A partir de là ce était de la même façon à chaque fois et que mon cœur ne se envoler quand je étais autour de vous! (I could not tell you how I felt, for fear of how you would see me. But the moment we met was the day my heart soared! From then onward it was the same way every time and only did my heart soar when I was around you!)”

Star listened to Dove’s words as she spoke in her native tongue of Prench; it was as if Dove was doing this to convey just how she truly felt. The whole time, Dove looked directly into Star’s eyes, they sparkled a bit as the corners glistened with tears. 

“Je ne voudrais pas vous blâmer pour me haïr! Ce que je ai faite a été ... odieux et ignoble! Je ne pensais qu'à l'octroi de vous et moi plaisir et d'amour, sans même y penser comment vous vous sentiez vers moi ou si vous aviez encore des sentiments envers les autres juments ... Starburst, il suffit de savoir que ce ne était pas mon intention de vous demander ici pour cette ... dans la vérité , je avais espéré pour vous dire comment je me sentais plus romantique que cela ... Mais qui suis-je plaisante ... mon amour ne peut pas être récompensé ...(I would not blame you for hating me! What I did was…heinous and vile! I only thought about granting you and myself pleasure and love, without even thinking about how you felt towards me or if you even had feelings towards other mares…Starburst, just know that it was not my intention to ask you here for this…in truth, I had hoped to tell you how I felt more romantically than this…But who am I kidding…my love cannot be requited…)”

Star watched as Dove’s eyes shut tight, tears streaming down her face. The young mare didn’t know what to say. Nopony had ever professed their love for her like that, or ever, let alone a mare! But…was that a bad thing? Was Dove so bad to love? Okay, she got carried away during the preening, but it wasn’t a bad experience, in fact, it was quite possibly the greatest experience of her young life. But there in lied part of the problem, Starburst did feel the same way, and after what just happened, it only confirmed her feelings. Unfortunately, there was a problem. 

Star looked away for a moment. “You realize I’m younger than you…even if I did feel the same way, we couldn’t be together. And if we did, if anypony found out, it would only end badly for you Dove!”

Dove’s heart sank a bit from hearing that. “I know…I know that Mon Canari. I know that and yet…I still feel the same way…”

“You’re not just saying all this because you’re attracted to me because I’m a pegasus, or because I’m younger than you, right?”

Dove’s eyes shot open. “NON! Jamais, je ne ai pas tomber en amour avec vous pour votre âge ou de la tribu; Je suis tombé en amour avec vous! Je le jure est la vérité mon amour, ma chère canari! (NO! Never, I didn’t fall in love with you for your age or tribe; I fell in love with you! This I swear is the truth my love, my dearest canary!)”

Starburst could hear the sincerity in Dove’s voice, and the disgust from the insinuation that she was some kind of foalaphile. Starburst decided she was going to take a chance, damn the age difference, damn the fact that Dove was a mare, this was somepony that was on her mind even when far away, the pony who looked at her as more than just a short mare, somepony who took her seriously and would treat her like the strong and mature mare she was on the inside. So, with caution thrown to the wind, Star leaned forward, moving some of Dove’s bangs away from her forehead, and kissed the spot right underneath her horn. 

Dove looked to Starburst surprised. “Starburst…?”

Star gave a small smile and blushed. “Dove, je te aime ... au moins ... Je pense que je fais. Je suis encore un peu confus moi, oui, pourriez-vous supporter avec moi? Je sais que je peux être sérieux beaucoup de temps, et un rabat-joie générale que mes amis voudrais vous dire, mais ... Je veux te aimer, alors ... pourrions-nous essayer à nouveau? Ce que vous avez fait plus tôt, mais ... ainsi je veux dire? (Dove, I love you…at least…I think I do. I’m still a little confused myself, so, could you bear with me? I know I can be serious a lot of the time, and a general buzzkill as my friends would tell you, but…I want to love you, so…could we try again? What you did earlier, but…together I mean?)”

Dove smiled joyfully as tears still fell from her eyes. “Oui, I would love to!”

Star extended her right wing and gently wiped away the tears on Dove’s eyes. Once she was done, Star moved closer to Dove, and Dove opened her forelegs to let come closer. Both mares held each other, growing accustomed to each other’s presence and body. Starburst leaned forward and kissed the older mare on the lips. It was a soft kiss, loving in its nature. Dove decided that she was going to let Starburst take the lead, seeing as how she didn’t exactly give Star a chance or choice last time. Soon the kiss turned passionate with Star opening her mouth and letting her tongue stick out, Dove eagerly opened her mouth and invited Star’s wet appendage into her mouth. Both their tongues danced in each other’s mouths as soft moans started to fill the room. 

Star was growing excited from the taste of Dove’s mouth, sharing her first kiss with a mare was making her head spin, or maybe that was because both of them were more or less sucking the air out of each other, either way, Star was loving this. Both mares separated themselves from the kiss, a strand of saliva connecting them. Dove looked into Star’s eyes, and Star into Dove’s. Dove was beautiful; she had always thought that, especially when she was on stage, but right now, she was glowing differently than before. For Dove it was the same thing, Star was radiating with a sexual brilliance that she had never seen, in fact she was completely open to the idea of letting this young mare have her way with her, and offering no resistance whatsoever. 

The pegasus mare wanted to make this better for Dove, but she had little experience when it came to sex, mare or stallion, but there was one thing that she remembered about unicorns, particularly, their horns. Starburst slowly moved up to Dove’s horn, she stuck out her tongue and gave it a tentative lick. The reaction was instant as Star felt Dove’s body stiffen and release a surprised gasp. Star pulled back and looked down at Dove with concern. 

“I’m sorry! I just thought you’d like it if I did that to your horn! I mean, with my wings and all, I figured it was the same for unicorns!” 

Dove took a moment to catch her breath before answering. “No it felt very good! It surprised me, but I am alright. You can keep doing that if you want to…”

Star could hear the pleading tone in Dove’s voice. Obliging her, Star went back and licked it again, feeling Dove shiver in excitement again. Star licked from the base of the horn to the tip, she moved her body up so that she could get to more of it. Her tongue began swirling around it, following the spiral groves. Star then opened her mouth wider and brought the horn into her mouth. 

“Oh oui! Se il vous plaît plus! (Oh yes! Please more!)”

Star began sucking on Dove’s horn, the magical appendage was growing warmer in her mouth, not dangerously warm, but it was more of pleasing than anything. Soon Star felt little tingling jolts of electricity, Star opened her eyes to see that Dove’s horn was glowing, she probably should’ve been concerned, but the sounds Dove was letting out indicated that she was really enjoying this. So Star ignored it and continued sucking off Dove’s horn. 

Dove herself was losing all rational thought. It felt like her brain was getting direct sexual stimulus shot right into it, clouding her mind and focusing all her senses on this feeling. The sensation traveled down her spine and into her marehood, making her clitoris wink furiously and her pussy convulse, becoming sopping wet. 

Star continued to lick and suck on Dove’s horn, tasting something sweet coming off of it. At that moment, Dove’s eyes rolled into the back of her head as she let out a loud blissful cry! Her horn glowed brighter in Star’s mouth, and Star went wide eyed as she felt something thick being released from Dove’s horn. Dove held onto Star tight, afraid that this euphoric feeling would take her spirit away to Elysium if she didn’t grab onto something. Her back arched as another orgasm rocked her body, making her pussy shoot out a stream of marecum as her tongue lolled out of her mouth. 

Star could feel something thick and globby filling her mouth, it tasted sweet, but made her mouth tingle with electricity. Her mouth was quickly filling up, and so, with little recourse, Starburst swallowed the unknown substance. As it traveled down her throat, the substance made her entire body tingle with pleasure as it settled in her stomach, it spread throughout her tiny body, the majority of it stimulating her marehood from the inside out. Star was loving this feeling and continued to suck from Dove’s horn, coaxing more of the substance out and down her throat. 

Dove felt like Star was trying to suck her brain out through her horn, it was agonizingly good, and Dove didn’t care one bit if she was reduced to a drooling vegetable because of it! Eventually the thick magical substance subsided as Dove’s orgasm ended. Starburst released the horn with a wet pop, falling onto her back as she let the feeling of the electrifying gooey substance in her stomach continue to stimulate every pleasure sensing nerve in her body. 

Dove had to blink a few times, trying to regain her senses, every time she tried to speak it came out as gibberish till she finally gave up and decided to just let the afterglow set in for the second time that night. 

“Dove…what…what the hay was that that I just swallowed, should I…should I be worried…? ‘Cause it feels really good inside me…” Star asked. 

After a few more seconds, Dove was finally able to find her voice again. “No Starburst, it-it was my magic given physical form…It is…ahem…something similar to how stallions ejaculate from their members, only instead of semen my horn produces concentrated essence of my magic as a reaction to great sexual stimulus. In this case, when the pony who administers the pleasuring swallows it, it gives them a tingly feeling all over, especially in key areas about their bodies.”

“That explains why my marehood won’t stop feeling like it’s getting shocked, or my breasts, or my wings!” Starburst lazily gazed at Dove. “Can you…um…keep going? I kinda need a little more down there.”

“Oui Mon Canari, I have just enough for one last round,” said Dove in a seductive tone. “Cela vous dérangerait de répartir vos jambes, se il vous plaît?(Would you mind spreading your legs, please?)”

Starburst complied with Dove’s request, opening her hind legs wide to allow the older mare easier access. By this time any embarrassment about having another mare see that part of her was out the window, she was feeling too good to care and really wanted Dove to push her over the edge for the second time. 

Dove, with some effort, crawled around and positioned herself between Star’s hind legs. She took a moment to gaze at her treasured prize, the soft, untouched, sopping wet nether lips, the cute winking clit that peeked out from its hiding place and just as quickly retreated back inside. Just above that spot were Star’s teats, both small but were plump enough to show that she wasn’t a foal. Dove thought about teasing them, gobbling up this cute little lumps of flesh and playing with them in her mouth. But when she looked up at Star she saw the almost pleading look in her eyes, and she knew she couldn’t keep her love waiting any longer. 

With a sensual smile, Dove moved closer to Star’s pussy, blowing on it lightly and causing Star to moan and twitch from the sudden feeling of cold. Dove took one more moment to enjoy the musky smell of Star’s most private place, and with that set to work. Dove planted a few butterfly kisses along Star’s inner thigh, slowly making her way towards her vagina, before skipping over it and moving to the other side. Once she was done, she stuck out her tongue and began tracing Star’s vulva, making teasing circles around the opening. 

“Oh…Dove…!”

The unicorn mare brought her hooves in and gently parted Star’s pussy lips, allowing her a full view to the deepest parts of her love. Star had to look away, it may not have been embarrassing earlier, but now having somepony look directly into her was starting to make her blush and somewhat self-conscious. Dove loved seeing Starburst act so cutely, in fact, she thought, she was probably the only pony to see Starburst act like this, and it was rather cute. 

Dove licked around Star’s labia, parting them enough for her tongue to slip in. She wiggled the tip just at the entrance, testing the waters and alerting Starburst to her intentions. Dove then plunged her tongue into Star’s vagina, going deeper and deeper into her love canal until whole mouth covered the spot. Starburst shot up and let out a blissful cry, her hips giving an instinctual buck to the mare between her legs. She grit her teeth and held her breath, trying to stop herself from cumming right then and there. Thankfully she was able to edge herself away from climax, Dove must’ve sensed it too, since she didn’t move until Star laid back. 

Seeing that Star had calmed down, Dove began licking Star’s inner walls, savoring the salty, and yet sweet tang of the young mare’s juices. She swirled her tongue within Star’s honey pot, stimulating every inch her tongue could reach. Dove moved from her earlier motions and began thrusting her tongue in and out of Starburst’s pussy. The young mare let out cry after cry of ecstasy as her vagina was being thrust into my Dove’s wet and wiggly appendage. Dove could feel Star’s inner walls contract and release, trying to push her out and yet contrarily draw her in further. Dove began having a make out session with Star’s pussy, eating her out fervently. 

Star was lost once again in the fog of lust, loving every second of Dove’s actions, she looked down at herself, becoming turned on even more from watching herself being eaten out. Her forelegs moved forward, wanting to push Dove’s head further into her. But she hesitated, Dove was already doing so much, and she didn’t want to offend her by just shoving her head into her crouch. That’s when Dove’s eyes looked up in a half-lidded stare, she looked to either side, seeing Star’s hooves hovering with equal parts hesitation and anticipation. The magician gave her a wink of approval. Star gently placed her forehooves on Dove’s head and pushed the mare’s face further into her marehood, relishing the sensation from holding her there, making her climax get closer. 

“Dove ... Je suis ... Je suis presque là! (Dove…I’m…I’m almost there!)”

Hearing that, Dove went for the finisher. Keeping the lips parted, Dove released her tongue from its soft prison and clamped her mouth around Star’s love button, sucking on it furiously and licking it with abandon. 

Starburst couldn’t hold it any longer as her dam broke. Dove quickly let go of Star’s clitoris and placed her mouth over Star’s pussy, letting the deluge of fluids stream out of her and down Dove’s throat. Star was pushing Dove’s head so tightly against her quaking pussy, you’d she was trying to shove her head inside! Dove was loving this, growing drunk on the seemingly never ending tidal wave of love juices flowing into her mouth, down her throat, and settling into her stomach. Knowing that she was the one to cause this reaction in her love, just made the whole experience that much more enjoyable. 

Starburst was crying out, her voice threatening to go hoarse from her screaming. Star’s eyes rolled back, her tongue lolled out of her head, and her hips continually bucked against Dove’s face, riding her orgasm all the way. 

Soon her body gave out, slumping back to the bed and lying down gasping and panting for air. Dove extracted herself from Star’s nether region, her face thoroughly coated in Star’s juices. She said nothing as she stared at the pegasus mare, seeing the rapid rise and fall of her chest, her sweat coated fur and brow, and her messy mane. Star weakly turned her head towards Dove, smiling at her. 

“That was…that was great!” Star exclaimed. 

Dove moved closer to Star, crawling up till she lay on top of Star. 

“Dove what’s u – oomph!”

The unicorn mare quickly lip locked with Starburst. The pegasus mare suddenly felt something flowing into her mouth as Dove passionately kissed her, the smell and taste was so intoxicating that Starburst just went with the kiss, drinking down the fluid that was inside Dove’s mouth till all remnants of it was gone. Dove slowly ended their kiss and looked down at Star seductively. 

“Do you like the way you taste?” 

“Did you just make me – That was – it was my stuff?!”

“Oui.”

“Oh Dove that’s gross!” Star exclaimed, wiping her mouth with her left hoof. 

“But you greedily swallowed my magic earlier, what is so different about now?” Dove asked with a knowing tone.

“Because that was…that was you, it came from you! That – the other stuff came from me!” 

“Hmm, well in truth, I sometimes taste myself during and after. But I understand if it is not to your liking. That aside, did you like the way you tasted?”

Star looked away pouting. “I…I did…like it I mean…DON’T YOU DARE TELL ANYPONY I SAID THAT!”

Dove nuzzled Star lovingly as she chuckled. “Ne vous inquiétez pas, le coffre-fort avec moi votre secret Mon Canari. (Do not worry, your secret’s safe with me my canary.)

“Merci. (Thank you.)” Star replied. 

Dove got off of Star and repositioned herself back towards the headboard, lying down on a pillow. She motioned for Star to come over, and the young mare obliged. Both mares were satisfied and tired, and both agreed that sleep was best for now. Starburst nestled herself between Dove’s forelegs, wrapping her own around the older mare’s barrel, while Dove brought hers around Star’s neck, lightly draping them over her shoulders. Starburst then nuzzled Dove underneath the crook of her neck and Dove nuzzled the top of Star’s head. The unicorn and the pegasus then fell asleep, quite content and happy. 





The morning light entered Dove’s room. The mare’s had shifted around during the night, and Star was now looking directly towards the window, wide awake. While Dove cuddled close to Star’s back, one foreleg draped over her barrel. Star brought her right hoof up and gently stroked Dove’s foreleg. Her mind going over the events of last night. 

It was official, she loved Dove, and Dove loved her. And yet…she knew that her family might not even accept this relationship. Never mind that both of them were mares, but the age difference would land Dove in jail or worse, and it’d be all Star’s fault. The thought of that happening stabbed at her heart with fear, here she was in the forelegs of the pony who loved her for her, somepony who was truly willing to risk such things to continue to love her, and yet, it could all be ripped away. Her first love, and it was a forbidden one, life was funny and yet cruel at the same time. 

“Mon amour, êtes-vous d'accord? (My love, are you alright?)” Dove asked. 

Star was a tad bit startled to find out her lover was already awake. 

“Oh…um yeah! Just great! Why wouldn’t I be?!” 

Dove sighed. “You are a terrible liar Mon Canari, please, tell what is on your mind?”

Starburst let out her own sigh, albeit heavier than Dove’s. “I don’t want to lose you Dove…!”

“Ne sois pas stupide (Don’t be silly), you won’t lose me.”

“Dove we can’t…not with what we’re doing. You with your stage career, and me with wanting to be a Royal Guard, it just…”

“Shhh, it is alright. I knew these were the things that would plague your mind,” said Dove, removing her left foreleg and gently stroking Star’s mane. “I would not want stop you from achieving your dream, I have no such intention.”

“Then what are we going to do, I don’t want to get you in trouble, but I…I love you Dove,” said Star with trembling voice. 

“Oui, as do I. And because I love you so, I will wait for you.”

Starburst turned her head, not believing what she heard Dove say, but the sincere smile on her face was enough indication that she was telling the truth. 

“Until the day you achieve your dream, until the day you are old enough, I will wait for you Mon Canari. And if you should find another who loves you as much as I do or if you have doubts –”

“I wouldn’t, I couldn’t!” Star interrupted. 

“Do not say that, I know the heart can change with time. And I would love to have you be happy, truthfully I’d like you to be happy with me, but ce est la vie (that’s life).”

Starburst curled in on herself. “Would you really wait for me…? Wait until I become a Royal Guard, till I’m old enough to…be with you?”

Dove nuzzled closer to Star. “Bien sûr (Of course), I would wait, for the one I love, I would gladly do this.”

Star turned around and faced Dove, kissing her on the lips. It wasn’t a passionate kiss, but one that conveyed her love. Dove leaned into the kiss as well, gently pressing her lips against Star’s. Star broke the kiss and stared into Dove’s eyes, blushing the entire time. 

“Then I’ll wait too! Je promets! (I promise!)” Star swore. 

The unicorn mare nodded tearfully and held the young mare closer to her. 

“Though our time together here is short, we shall always have Prance, oui?”

“Oui, we will always have Prance. Ugh, I can’t believe I said something so mushy…”

Dove chuckled. “So, it makes you all the cuter Mon Canari.” 

Star hummed thoughtfully. “Hmm, now that I think about it, I don’t have a name for you.”

“Oh, and what would you like to call me?”

Star blushed harder as the exact name came to mind. 

“Um…is it okay if I called you Mon Tourterelle (My Turtledove)?”

Dove felt her heart soar even higher. And so the secret romance between the canary and the turtledove had begun. 
> Crystal Clarity x Red June
> --------------------------------------------------------------------------

Red June, the only daughter of Big Macintosh and Cheerilee, was out picking cherries from her orchard. Now many of you are probably thinking, “Cherries? From a member of the Apple family?” Well, that was pretty much the reaction most of the immediate Apple family had when Red June’s talent came to light. They were shocked yes, but they didn’t look down on her because of it. Instead, June’s father and her Aunt Applejack gave her a portion of Sweet Apple Acres for her to cultivate her own cherry orchard. 

Her own private orchard had become her sanctuary from time to time. She was a twenty-two year old mare and she was already helping her mother out in the school house. She admitted, it often did get a little embarrassing to be a teacher’s assistant, especially when her littlest cousin, Api, was in the class. But June loved it, teaching the young foals and seeing their faces brighten up when they figured out something tough, or learned something new. But sometimes it could be stressful, especially when Api and her friends, Echo and Pixel Bit, were in the same room. So June often retreated to this little slice of heaven. 

Currently she was busy picking a few cherries from the trees, a simple task, but one that allowed her to clear the mind and just focus on the act. June’s mulberry coat shimmered with sweat from her work, the bangs of her mane, a dual color of red and pink, clung to her forehead as she gently pulled two cherries from the branch she was under. Having inherited her father’s strength and height was a considerable advantage when working these fields. 

But, June thought as she placed the cherries into her basket, it can be a bit of a turn off for some stallions…

June spoke from experience, while some mares liked their stallions big and strong, it was the reverse for stallions. Some were intimidated by June’s great strength, even when she was a young filly she was taller than most of the fillies and colts in her class. Colts already had a hard time asking out fillies they liked, she saw that on a regular basis, but factor in that said filly was taller and stronger than you, it was basically like hanging a sign around her neck that said “AVOID AT ALL COSTS”.

June sighed at the less than happy memory, but just as quickly as that appeared another memory took its place. A memory of meeting Crystal Clarity, or Claire as she preferred of her friends, for the first time. The two of them became fast friends, both being outcasts in a way. Claire for her being half-dragon and her fierce response to those who made fun of her or June for being different, and of course, June for the reasons listed earlier. The two of them kinda became a dynamic duo, best of friends, till their circling grew bigger and that no longer became a problem. Claire even had a coltfriend, the son of Princess Celestia and Prince Discord, Prince Illusion. 

She was happy for her friend really, the two seemed perfect for each other. Despite Claire’s insistent rebuttals about not looking for anything long term like marriage and foals. June sighed yet again, secretly, she wouldn’t have minded all that, she did wonder about her pen pal, Prince Valiant Heart, but any romantic ideas were eliminated from her mind. She was just a commoner, a farmer, and he was a Prince, heir to the throne of the Crystal Empire! There was no way she could even be counted in the same league as any of the higher ranked mares in the upper crust. 

Plus…if being big isn’t bad enough there’s still that thing that happens when I…

June shook the depressing thoughts of her mind, dwelling on it wasn’t going to do her any good. Deciding that she picked enough cherries, June decided to pay her best friend a visit back in town. 






June continued to walk through Ponyville till she came upon Claire’s jewelry shop. She opened the door and saw that Claire was busy working on a piece for her merchandise. June had to admit, no matter how many times she saw Claire she was always quite a sight to see. Her light-violet mane brushed to the side like her mother’s mane, her crystal blue eyes, twin ivory horns that glowed with a blue aura, and lavender scales made her both beautiful and fearsome at the same time. And if that wasn’t enough, she was breathing a marvelous shade of azure flames from her mouth. 

Normally a pony would be scared upon seeing such a sight, but June had known Claire long enough to know that she had claws and could breathe fire. She restrained herself from using either one to physically harm somepony, but instead opted to browbeat them with her words. Luckily, both her flames and claws proved perfect for sculpting jewels into lovely jewelry. Every piece in the shop was crafted from her dragon fire and sharp claws, an entire store dedicated to showcasing her work and selling it to those who saw the beauty in her craft. Claire, taking after her mother, made her shop her home, having an upstairs that acted as a loft for her when she was closed. 

Claire was finishing up a piece and inspecting it with a critical eye as usual. But, unlike the other times when she had a smile after finishing her work, a frown was there instead. 

“Claire, what’s wrong?” June asked in concern.

Claire had long since noticed June’s entrance, but being focused on her work and using her dragon fire was something that needed her full concentration. So she wasn’t startled when she heard June address her. 

“Oh…why nothing darling! Just…um…rethinking the structure of this topaz is all.”

June had her own critical eye too, as well as an innate sense as to when somepony was lying to her face, it was the Apple in her, and honesty was there thing after all. 

“Claire don’t lie to me, I can tell there’s something on your mind.” June pressed. 

Claire placed the topaz on the counter and played with it with her claw, contemplating whether or not to say anything. After thirty seconds of silence, Claire relented. 

“Alright, but, can we speak upstairs and over some of your family’s cider?”

June smiled. “Sure Claire.”

The dracony mare used her magic to flip her “OPEN” sign to “CLOSED” and proceeded to lead Red June to the upper level of the shop. Despite what it looked like outside, it was quite spacious upstairs. A kitchen complete with a stove, sink, refrigerator and a dining table. A living room with a fireplace, and of course a large bedroom separated by a door. June went into Claire’s room, which had a big Queen sized bed, but given how big Claire was it was to be expected. A dresser with a vanity mirror attached to it, and a nightstand with a book lying on it. June lied down on the bed and waited for Claire to come back with the cider. After a minute or two, Claire walked into the bedroom with two mugs and a large bottle of the hard apple cider. Claire sat next to June, popped it open and levitated the bottle to fill both mugs before placing it on the nightstand. 

This was often their thing, gossiping or talking while on one or the other’s bed. It kind of felt like a slumber party from when they were fillies, which was probably why they often did this, it just felt more comfortable and easier to talk about certain things in the privacy of the bedroom while on a comfy bed. 

“So, what’s wrong Claire?”

Claire took a sip of cider before her face went red. “I…rather, Illusion and I…we uh, ahem, we slept together June.”

June nearly choked on her cider when Claire uttered those words. She was happy for her friend, but judging from the tone and look on her face, her first time didn’t appear to be enjoyable. Which only made June worry. 

“Claire did…did Illusion force you?”

“WHAT?! Oh good heavens, no he didn’t! He would never do something as vile as that!” Claire shouted as her eyes turned to slit dragon eyes. 

“Okay, okay, just making sure Claire. You’re my best friend and I care about you.”

The dracony mare’s fury subsided as she put on an apologetic expression. “I’m sorry June.”

“It’s no problem, but really, what happened? Did, ahem, did it hurt…?”

Claire took another swig of the cider before answering. “More like I hurt him…”

June’s eye twitched. Many scenarios ran through her head as to how Claire could injure Illusion during sex. Thinking of such things made her face grow hot, but thanks to the shade of her coat it blended well enough not be noticed. 

“OH, well, that’s…H-How did you hurt him e-exactly?”

“Not in the way you’re probably thinking. Illusion was going away after the three-day weekend on diplomatic mission of some sort. Anyway, I-I wanted to do something special with him since he was going to be away for a couple of months. So…I wanted us to have our first time with each other…”

“But?” June asked expectantly. 

“But I was so nervous and…scared. I wanted it to be a special night for the two of us, and in the end I freaked out and hit him with my tail and scratched him with my claws! I drew blood!”

June stared wide eyed at her friend. “Oh my…”

“Illusion was alright, just a bump to the head and a few scratches…Still, I can’t believe I acted in such a way in what should have been a passionate night for the both us…” Claire took another swig. 

June took one herself. “Well, Claire, you don’t have to feel bad about that. I mean, having sex can be a bit nerve wracking, especially if it’s your first time. It’s expected to be a little nervous.”

“Nervous is one thing, I completely lashed out at him!” Claire face hoofed herself. “Oooooh…He’s probably thinking about breaking up with me after that fiasco…”

“Claire, Illusion wouldn’t do that! He loves you too much to do that. So what if you weren’t ready then? Just take your time. Nopony says you have to do it ASAP.”

“You clearly haven’t talked to my Mother about the subject.” Claire deadpanned. 

“Okay, your mom aside, you should have s-sex when you feel it’s right.”

“Yes…well, that’s not the only problem.” 

June took another sip of cider. “What else? If it’s something I can help you with you know I will.”

“This might not be something you want to help me with. You see…ever since then I haven’t been able to get that night out of my head…the excitement that should’ve come to me when we should’ve been ‘doing the do’ as they say, is still there…”

June spluttered her cider as her face went bright red, knowing exactly what Claire was getting at. She wasn’t one for clopping, but she was a mare and did have needs like any other, especially around her time of estrus, but she only had ever clopped maybe ten times in her adult life, and that was just because she had some particularly tough days and cherry picking wasn’t helping as much as it usually did. 

“W-Well, I don’t know what to do for that…! I mean, besides the obvious.”

“Oh yes, ‘clopping’, I tried it but it didn’t help as much as I thought it would. But I do know of one thing that might.” Claire said with a narrowed gaze and a devilish grin on her face. 

“Uh you have…?” June asked with dread, suddenly feeling as if she entered the dragon’s den without realizing it. 

“Mind you I do love stallions, but like mother, I too appreciate the female form and its attractiveness.” Claire levitated the cider bottle and mugs to the dresser. “And in truth, I don’t think anything short of having a partner to vent my sexual frustrations with is going to satisfy my needs.”

“C-C-Claire, y-you just told me that you freaked out during your first time…!”

“With a stallion it’s a little scary, but with another mare for example, a member of the same gender whose body doesn’t necessarily differ too much from mine, is a less scary notion,” said Claire as she slowly prowled towards June. 

Everything in Red June’s mind was telling her to run off like the wind, the kind of instinct you’d get when you know you’re facing a predator and it was eyeing you like its prey. But this was Claire for crying out loud! Sure she could be a little temperamental at times and, yes, June wasn’t going to deny that Claire was kind of attractive, beautiful even, from a completely objective standpoint mind you. Plus, Claire had never before expressed an interest in mares, especially not her! 

“C-Claire, I think the cider made you just a bit tipsy, maybe you should lie down for a minute –”

“Oh I’m perfectly in control darling. Understand June, you are one whom I can trust, and it’s not as if you aren’t getting anything out of this. Think of it as stress relief.” Claire purred as she neared June’s snout. 

June felt her heart thump against her chest, it was uncanny, and the thought of this exotic, beautiful mare offering to…to…do that with her, right here and now, was a little overwhelming. June had heard of mares who were intimate with each other, either as a phase or for serious relationships. But such thoughts of experimentation was something she never saw herself getting into, not even during her teenage years. And yet here Claire was, offering to do exactly that. Never mind that she didn’t even know how to go about pleasing another mare, but there was the fact that Claire was in a relationship with Illusion! Summoning all her willpower, June tore herself away from Claire’s, oddly, seductive gaze and stood up from the bed. 

“Wow that was a great talk Claire! I’m sorry, I really need to go! I-I-I have to go foalsit Api – yeah that’s it! So I’ll just be on my way and –!”

As June made her way for the door, Claire jumped off the bed and landed right in front of June, blocking the only exit short of the second story window as her way out. Right now, incurring a broken leg or two wasn’t a terribly bad option. 

“Now June, dear heart, you can’t just abandon a friend in her time of need. What would Princess Twilight think of such behavior?”

“Um, I-I don’t think your sexual needs were part of the whole ‘Magic of Friendship’ lessons,” said June as she backed away. 

Claire slowly prowled forward, keeping June on the retreat. “Oh come now, is my appearance truly so striking that you can’t fathom to touch me?”

“N-No! You’re beautiful! I just…don’t know how to…with a mare and all…so it’d be awkward…”

“Oh darling, don’t worry…” Claire got close to June’s cheek, giving it an affectionate nuzzle that made the earth pony mare’s body heat up. “I have an idea of what we are to do, allow me to show you.”

Before June could inquire further, Claire enveloped June in her azure aura, lifting the mare and plopping her right onto her bed. Claire pounced on Red June, surprising the purple earth pony mare. June looked up at Claire, into those crystal blue eyes, which were now more draconic than they usually were. A sense of fear and slight excitement shot through her body, but then she was brought back to reality when Claire closed the distance between them, pressing her lips onto hers. June’s eyes shot wide open as she felt Claire’s nimble tongue wrap around her tongue, massaging it as it coiled around the oral appendage. The large mare felt her head grow hazy from the strangeness of this kiss, she never knew another pony’s, let alone a mare’s tongue could feel so stimulating. 

Claire broke the kiss, slowly withdrawing her long forked tongue as she did so. June panted beneath Claire as the dracony mare gazed upon her prey, how beautiful she looked, how supple her body was, and how…

“Well now, what have we here darling?”

“Wh-What?”

Claire slinked down June’s body, trailing kisses and little licks as she did so. When she got near June’s inner thighs she stared with half lidded eyes at the two generous, fleshy orbs that rested between her legs.  

“My, my, my, June, you have quite the ample set of breasts.”

“NO! Please don’t stare at them!”

“But they’re so round, and plump…”

Claire lowered her muzzle down to June’s right breast, breathing onto it and causing June to squirm from the sensation. The sight of June’s erect nipple sticking up, knowing that she had garnered that kind of reaction, made Claire’s nethers tingle all the more. She then did something that June wasn’t prepared for, Claire opened her mouth and lightly bit down. Causing Red June to squeal in dual delight and slight pain. The dracony mare started to suckle from her friend’s teat, hearing June’s labored breathing, only serving to spur her on. 

“Claire please stop! AaAah~ No! Stop! If you keep doing that I can’t – can’t – AAAAH~”

Claire’s eyes shot open as she felt something squirt into her mouth. She quickly drew back in surprise, giving June time to close her hind legs as she curled herself into a ball. Claire was still trying to figure out what it was that had entered her mouth. She tasted something sweet, whatever it was it was a liquid substance, thick, but still a little runny. She didn’t dislike it, it was rather nostalgic for some reason. That’s when Claire noticed a trickle of white liquid streaming down from June’s inner thigh and down onto her bedsheets. 

“June are you alright?”

“I’m fine!” She snapped. 

“June, what is that?”

“It’s nothing! Just forget about it!”

“JUNE!” Claire roared, causing the earth pony mare to flinch. Claire calmed herself down a bit and spoke in a gentler voice. “June, please let me see, I’m worried darling.”

Red June, reluctantly, turned till she was on her back again, slowly she opened her legs, her face burning with embarrassment as she did so, revealing her two plump mounds. Claire was surprised to see that the liquid was in fact coming from June’s nipples, although it had stopped, there were traces of it still there. Claire looked at the farm mare with uncertainty at what she was seeing. 

“June, why are your breasts, um, leaking…?”

“They’re not leaking…I’m…I’m lactating…”

That word, “lactating”, meant something important for some reason. It took a minute before Claire remembered why it was familiar and important, the only time a mare lactates was when she was…

“OH MY CELESTIA JUNE, I’M SO SORRY!” Claire exclaimed as she quickly shrunk away from the large mare. “W-W-Why didn’t you tell me you were pregnant?! Oh after I was so rough with you just now, please forgive me! Had I known I would never have –!”

“Claire I’m not pregnant!” June declared.

The dracony mare stared at June incredulously. “Darling, you can’t really be saying that, I mean, the proof is, well, all over my bedsheets.” 

“I’m not pregnant, it’s just…it happens when I get aroused…”

“You mean, you just leak breast milk whenever you become…sexually aroused?”

June nodded. 

“Well, that’s a bit unusual, but it’s nothing to be ashamed of June.”

Red June glared at Claire when she said that. “Of course it is! What stallion in their right mind wants to fuck with mare who leaks out breast milk whenever they’re having sex! Look how fast you got off me when you noticed!”

“I admit I was caught off guard, but it wasn’t at all foul tasting, it was quite sweet if you don’t mind me saying.” 

“Regardless, it’s weird…I mean, I’m already bigger than most mares my age. You can get away with it thanks to your parentage. But me? I’m just that big mare who helps out around the school, that one mare of the Apple family who works with cherries instead of apples, and now I have these things producing milk when I’m not even with foal! I mean, how much more odd can I become?! I don’t…I…”

June began to cry, having vented her frustrations out brought back memories of times when she noticed how out of place she was among her family and among other mares her age. Claire had no idea June thought of herself like this, and now she felt shame, shame for not seeing how much her friend was hurting, and shame for making her feel it all over again in the throes of her lust. Claire crawled over to June, slithering on top of the earth pony mare. June didn’t fight back, she didn’t care. But then, Claire did something unexpected, she kissed June, but it wasn’t like before. It was softer, a kiss meant to comfort. June found herself leaning into it, allowing the gesture. When Claire ended the kiss, she hugged the mare close to her. 

“You are not strange, you are certainly not odd, an oddball at times, but not odd at all. June, compared to me, you’re the most normal mare I’ve known. I’ve been looked at as a monster by a lot of the ponies in town, you know this don’t you?”

June nodded.

“And the time I spent with you, being friends, made me feel the most normal I ever had in my life. It only got better when our circle of friends grew bigger, and now I don’t feel that anymore. So don’t go saying you’re strange or odd, you’re normal to me, your friend.” 

June felt her heart swell at Claire’s kind words and playfully gave a peck at the dracony mare’s snout, her freckled face continued to blush crimson as she lied there underneath Claire. 

“You know, using the word ‘friend’ in this context wouldn’t fit right,” said June. 

“Oh, and what would you call this shift in our relationship?” Claire asked. 

“Um…I guess that depends on how you feel about Prince Illusion. Is he still your coltfriend?”

Claire thought about that for a moment, true she adored Lulu, despite his insistent pranking he really was a good stallion. But after their failed attempt at having sex and being pent up afterwards, June proved to be more than just a way to satisfy her urges. Although, to call this “making love” would be a stretch. She did love June, dearly, but she wasn’t sure she was in love with her. But she couldn’t dismiss her obvious physical attraction to this farm mare, and apparently, June had some of the same attraction towards her as well. 

“We could call this friends with benefits?”

“Sounds kinky…and a little weird. I mean, having sex just because we’re horny and available for each other, doesn’t sound…kosher.”

“Oh, would you rather I pay you? I’d be more than happy to.” Claire teased. 

“Okay, you are soooo not going to ‘pay me’ for sex! I’m not some whorse! Fine, friends with benefits it is then. Happy?”

Claire kissed June again and then leaned against her forehead. “Very…now, as for your well-endowed teats, I think I shall improve your confidence in them.”

“Really, how will you manage that?” June asked with raised eyebrow. 

“By showing you just how good they can make you feel. Also…” Claire leaned forward till her lips were right at June’s left ear. “I have a bit of a breast fetish dear.”

“Wh-What?!” 

Before June could inquire further, Claire had quickly slinked back down between June’s legs, she used her claws to keep the mare’s hind legs spread open as she opened her mouth wide, displaying her rows of sharp teeth. June felt a twinge of fear at the thought of those fangs being anywhere near her lower region, but at this point she was helpless to do anything about it. 

Claire brought the round, fleshy orb into her mouth, she then released June’s legs and brought her left middle claw to the entrance of June’s marehood. June tensed as she felt the dracony’s claws trace her puffy nether lips, teasing her as she approached her clit, poked it, and went back to tracing. All the while Claire began to suckle from the earth mare’s right teat, it didn’t take much coaxing before the milky substance began to come out. Claire greedily began drinking from the teat, lapping up every drop she could. 

June could feel as her teat was slowly being drained of the milk it had produced, feeding the mare who had her at her mercy. Claire opened her eyes and looked up directly into June’s eyes, the purple mare felt something just then. Something sharp grazing the soft flesh around her nipple, she soon realized that it was Claire’s fangs, a sudden realization struck her. Those were sharp enough and strong enough to crush and eat gemstones, something soft and fleshy like her breast would be like taking a hot knife and cutting butter with it. As if to punctuate the fact, Claire raised her lip a little, giving June a good look at how close the fang was to her mammary. 

A sudden sense of danger coursed through her, one wrong move, if she got Claire angry during this, she could easily bite off her teat. For some reason, that thought excited her, the sense of danger from this act, it was strangely exhilarating, being forced to provide nourishment for this fierce, beautiful, yet dangerous predator, letting her drink from her most private areas while she laid helplessly on her back, her soft underbelly exposed and at her mercy. June felt a tingle of pleasure run up her spine, danger and sexual pleasure combining together, she was the prey to Claire’s predator. June took one look into those crystal blue, slit eyes and she knew that Claire had figured out the dynamic from the get go, she only waited for June to figure it out. 

Satisfied that June understood their roles as Predator and Prey, she continued her suckling, moving to the left teat and drinking the untouched supply of milk within. Claire bounced back and forth between each breast, letting her stomach fill with the delicious thick and nourishing substance that June produced. June’s mind was getting lost in the sensation of being drank from, feeling the milk leave her teats with each harsh suck of Claire’s mouth, her marehood letting out tiny spurts of marecum with each mini-orgasm Claire sent her into. Sensual moaning could be heard emanating from June, letting Claire know she was close to her climax. 

Claire then brought both nipples into her mouth and began sucking them simultaneously, bringing her claws up to grope both her teats in order to for June to climax faster. 

“Claire I’m, I’m –! Oh gods I can’t stop it! It’s coming out its AAHHA~”

June let out a cry of ecstasy as she felt her orgasm hit her, causing her marehood to gush her love juices all over the bed and, much to the delightful surprise of Claire, June’s breasts squirted out her milk, spraying the inside of Claire’s mouth as she hurriedly gulped the sweet tasting liquid down her throat. June threw her head back and yelled out in pleasure, her back arching up as she felt Claire continue to suck her off as she cummed milk from her breasts, briefly wondering if this was how stallions felt whenever they ejaculated into a mare when they were rutting. 

The earth mare finally came down from her climax, laying on the bed and breathing heavily. Claire gave a few more sucks and licked both breasts before licking her chops and staring at her mare as she basked in the afterglow. 

“How was that?”

“That was…I never felt that good…and I cummed from having my breasts sucked on…”

“Glad you liked it. However, now I am in need of release darling.” 

Red June glanced down to Claire, feeling guilty. “Um…Claire, I don’t exactly know how to, uh…properly please another mare if that makes any sense?”

Claire rose up from between June’s legs and leaned forward to nuzzle the farm mare. “Not to worry, what I have planned next will feel more natural to you, and be very much fun for me.”

June felt both excited and slightly terrified at the same time. Claire’s horns lit up, opening her closet door with her magic. A box emerged from the door, wrapped in her blue aura as she placed on the floor. The lid was then tossed off and out of the box floated a…strap-on

The bands that made up the sex toy weren’t leather, but instead made of an unknown smooth material. Two gemstones were placed on either side of the fake member, which was made of a clear plastic-like substance with the opposite end made the same. Claire floated the strap-on closer to them, looking at the phallus more closely, seeing tiny little strands or striations within it, the member itself was not very impressive, it was shorter than the average stallion’s penis, and it lacked a flared tip or anything that made it look like one. It just appeared to be nothing more than a silicone tube, something that a beginner would use, so she was told. 

“Is…Is that a strap-on?!” 

“Oh, so you know what this is?”

“Of course I do, but that one looks…funny. Where did you get?”

“Actually, it was a gag gift from Crème.”

“Crème de la Crème?! As in the unicorn mare Crème that’s dating my cousin Del, that Crème?!”

Claire chuckled, “Yes I understand your disbelief but it was during last Hearths Warming. She even showed me how it works,” said Claire. 

“You mean she…”

“No we didn’t have sex. But with this, I’ll completely make your delicious marehood my personal plaything.” 

Red June was starting to wonder if all this romping around may’ve awoken a sleeping sex beast that Claire had unconsciously been keeping suppressed most of her adult life. No doubt dragons were fierce, maybe they were also fierce when in bed as well, it would make sense, Claire had more than once displayed that she was in tune with her draconic instincts more than her little brother, Turquoise. 

“Well gee, thanks for the fun Claire, but I should really be getting back home or my Mom and Dad will –oomph!”

As June turned around on her stomach and rose to get up she was just as quickly put back down by Claire pressing her claw against her back, she then moved down and lightly bit down on the back of June’s neck. The mare’s body went stiff out of pure instinct, feeling the pointed tips of Claire’s fangs grazing her neck. 

“Since when does the prey dictate when it gets to leave the dragon’s den? You naughty little mare~” Claire began kissing and nipping at both sides of June’s neck making her let out sensual gasps and squeals. “You’ll have to be punished for doing such a thing.”

June gulped. “P-Punished h-how…?”

Suddenly June felt her rear being hoisted up by her tail, and her legs pushed open so that they propped her plot up in a mounting position. She then felt a warm tingling sensation wrap around her breasts, she let out a pleasured moan at the sensation, but yelped when she felt her breasts being squished upwards and squeezed when they were pulled down. June, now noticing that Claire was standing in front of her, saw her horns glowing from her magic aura. 

“What…are…you doing?!”

“Punishing you darling, I’m going to milk those lovely udders of yours mercilessly over and over again. And given how sensitive you are after your earlier orgasm, I do believe this will both blissfully wonderful, and agonizing torture.”

June was about to protest, but the sudden increased pace of the milking made any words she was about to speak come out as cries of ecstasy. June was putty in Claire’s claws, she was right, her earlier climax had drained her, she wasn’t expecting that at all, now she was at the mercy of this seductive dragoness, forced to be her source of pleasure, her play thing, it was either that or risk finding out what happened when a dragon no longer wanted to play with its “food”. So she just gave in and allowed herself to be milked. With each tug of her sensitive breasts, June felt more and more of her spill out and onto the bed, along with the continually growing stream of marecum dripping down her inner thighs. 

Satisfied that she wasn’t going anywhere, Claire began to put on the fake phallus, using her telekinesis to make June watch the process. Claire brought the end that was meant for her to her snout, slipping it into mouth and giving the silicone member a blowjob. Once she was sure it was thoroughly coated, she moved it down to her nether regions, slipping her hind legs into each strap and pulled up. Her marehood was already dripping wet from when she was sucking on June’s teats, so she wasn’t too surprised when it slipped in without much resistance. Claire shuddered, resisting the urge to use this end and make herself cum. 

Claire felt the member enter further into her, stopping when the strap-on covered her groin. Claire channeled her magical energy into the two gemstones and gave June a sultry smile. 

“Watch closely darling, this is where it gets interesting.”

The two gems glowed with the same light as her magic, radiating it through the straps and phallus. The straps began to take on the same color as her scales, blending into her till they were gone from sight, the phallus itself also changed. It grew out more and more, bigger, thicker, and longer. The shape changed as well, the tip was now flared, though it was more pointed almost like an arrow, bumps and ridges formed along the underside and sides of the dildo, and the color as well, becoming a warm shade of pink. 

Claire then let out a shriek as she threw her head back and spread her hind legs, she panted as her cheeks became flush, feeling the strap-on begin to work. After a few seconds more, Claire was able to regain some of her composure, but now was wielding a rather impressive member, fourteen inches in length and five to six inches in girth. The dracony mare sauntered over to the edge of the bed where Red June’s head rested as she was milked. 

June watched as Claire stood on her hind legs and dropped down to support herself on her forelegs on either side of her. The fake member was now in front of June’s face, the tip tickling her lips as if asking for entry. June, although deep in the pleasure of having her teats groped without mercy, was conscious enough to find that this dildo was strange. Instead of smelling silicone plastic, it was the hardy, thick musk that emanated from a stallion’s penis when he was aroused. And it was warm, she could feel warmth coming off of it. Now that she looked closer, a droplet of pre was beginning to form at the tip. 

“Claire this thing is re –ACK OMPH!”

Claire took the opportunity to plunge her stallionhood into June’s open mouth, she shuddered when her tip touched the back of June’s throat, stopping for a moment to keep from cumming right then and there. 

June’s eyes had flown wide open in a shock for two reasons. One: Claire had just shoved her surprisingly real smelling and tasting member into her mouth and was now edging towards her throat, and second: The fact that the member wasn’t plastic, it was real, and it had the same warmth, same texture, and rigidity of a fully erect penis. Oh, and there was the added bonus that, for some reason, her gag reflex didn’t work. Which was probably for the best given how deep Claire’s member was. As if sensing her worry, Claire began caressing June’s flank, massaging the cheery cutie mark that adorned it. 

“Don’t worry June, there’s nothing wrong with your gag reflex. There’s an enchantment on it that helps to suppress it in the partner during oral sex, makes it easier for you so you don’t choke on it. And yes, that’s why it’s special. Once the two gemstones are charged with magic, the strap-on melds seamlessly into the body of the mare wearing it, giving them a stallionhood, how big and long is determined by the wearer, I hope you don’t mind, you seem like mare who likes them big.”

Claire began pushing forward, sliding her dick further down June’s throat. The earth pony mare gripped the edge of the bed with her hooves, controlling her breathing so that she wouldn’t panic. June was helpless at this point, her breasts still spraying milk from the forced groping, and now a dick was slowly making its way down her throat. But, as much she wanted to deny it, it felt good. The warmth of the phallus was soothing, like a hot bowl of soap on a cold winter day. It wasn’t rough going down, it easily slid along her esophagus. June’s head was starting to get light and hazy from the strange sense of arousal she was getting from deepthroating a dick and having her teats assaulted like they were. 

Claire on the other hand was lost in her own haze of sensations. “As an – mmmmmph~ – added bonus, it connects my nerves to it, allowing to me fffff – oooooohhh~ – feel everything! How velvety soft your throat is, the grazing of your teeth, your slimy tongue that rests under it, and of course those vibrations from your cute and sexy moans.”

June waited as Claire slid her penis down her throat at an agonizingly slow rate. June was having mini-orgasms from each tug of her breasts, causing more of her liquids to spurt onto the bed, causing a noticeable wet spot puddle beneath her. Her jaw ached as saliva drooled out of the corners of her mouth, waiting for Claire to bottom out. Just then June felt her snout touch Claire’s underbelly, and her breasts resting atop her head. She had finally hilted inside her mouth. 

Claire’s member was only a few inches away from bottoming out in her stomach, while on the outside June’s throat bulged, showing just how much Claire had stuffed her throat and how far she drove down into her throat hole. The dracony mare began rocking her hips slowly back and forth, bringing the tip of her phallus just a few inches out of June’s mouth before pushing it back in. 

Again and again Claire thrust into her friend’s throat, adopting a steady rhythm with each thrust. Claire moaned into the air, basking in the new sensations that this magical strap-on was allowing her to feel. Soon she started to thrust faster and harder, grunting each time, the room filling with the lewd sounds of her crotch slapping against June’s face. 

June for her part was pinned, her hind legs and lower half were being suspended by Claire’s magic, keeping her raised up in a mounting position while her breasts were continuously milked, added to Claire’s rough throat fucking. She felt helpless before this sexual beast, but at the same time, she didn’t mind it. Despite being at Claire’s mercy, she felt pleasure and bliss like none before, jolts of ecstasy and adrenaline were coursing through her body, clouding her mind in a fog of lust, allowing her to let go and allow this predator to have her way with her while she in turn reveled in it. 

Claire was starting to thrust harder than before, adopting long and powerful thrusts into June, riding out the last few moments before her climax hit. 

“June, darling, I’m about to cum!” 

June had a horrible thought enter her mind. When mares cummed it was clear and runny, but when a stallion cummed it was thick and gloppy, now that the strap-on had given her a functioning penis, which would it ejaculate? June feared that she’d have her answer soon, feeling the phallus in her throat bulge out as it prepared to deliver its payload. 

“JUNE I’M CUMMING! I’M CUM-AAAAAH~”

With two powerful thrusts, Claire hilted against June’s mouth, throwing her head back as she let out a blissful roar into the room and poured thick globs of cum down June’s throat and into her stomach. June’s eyes flew open when she felt the thick seed shoot out of the head and into her stomach, Claire was literally cumming inside her stomach! June could feel the buildup of cum as it filled her stomach up more and more. One wad after the other was shot into June’s velvety throat pussy, to the point that it traveled up her throat and collected in her mouth, some of it spilling from the corners of her mouth. 

The constant warm cum was too much for June to handle, letting another orgasm slam her body. Claire’s grip tightened in response to her climax, making June cum a steady dual stream of breast milk onto the bed, her marehood winked furiously as it sprayed her juices all down her thighs and onto the pillows and blankets behind her. 

Claire came down from her orgasm, a goofy grin adorning her face. She slowly withdrew from June’s mouth, letting it flop out and allowing the excess cum to flow freely out of the blissed out earth mare’s mouth. Claire flopped onto the bed next to June, releasing the mare from her telekinetic holds and letting her hind quarters fall to the bed. Claire panted heavily as June coughed up more of Claire’s cum, panting just as heavily as the dracony mare beside her. 

Claire shifted her position, crawling onto the bed and crawling up to June’s right side, she stroked the farm mare’s mane soothingly, giving her a sultry smile the whole time. 

“That was marvelous June, for being such a good little mare, I’ll let you decide which hole I use. I’ve neglected two of your most important places, and I can’t have that. Sadly, I feel as if I might not have the strength to use both, so which would be more suitable to you? Your plothole or your marehood?” Claire asked. 

June tried hard to think, having had a massive orgasm from Claire throat fucking her and milking her teats mercilessly, it was a struggle. Some part of her wanted Claire to give it to her in her plothole, feeling that it drive the predator/prey dynamic home with Claire mounting her, and shoving her dick straight down her anus and making her totally submit to her. But then again, her marehood ached for attention, despite the number of times she had cummed, June’s pussy was in need of being filled. 

“M-My marehood,” said June weakly. 

Claire bent down and kissed June on the forehead tenderly. “Excellent choice darling, any preferred position or shall I proceed to mount and rut you like a good little plaything?”

June turned to her side and looked up at Claire, the  mixture of lust and caring in her eyes threw the dracony mare off a bit. 

“I-If you don’t mind, could you…could we please, uh, do it face-to-face?”

Claire raised an eyebrow upon hearing that request, the natural way of it was for the male – or dominant one in this case – to mount the mare and rut her. While in itself the act was intimate, intercourse while face-to-face was considered both kinky and strangely more romantic. Claire understood why she asked after looking into those kind green eyes of June’s and blushing face, she wanted a good first time. 

“Hmmm~ Of course darling, I suppose I can indulge my prey this once.”

June smiled in gratitude as she rolled onto her back, spreading her hind legs and putting herself on display. Claire took a moment to savor the sight of her foalhood friend, her swollen breasts that still leaked her sweet milk, her puckered plothole that almost begged to be stuffed, and of course, there was June’s wet, slit. Her clitoris winking furiously in anticipation of Claire’s faux phallus was an erotic sight to behold, even more so when June looked upon the dracony mare with such a cute and sexy freckled face, barely able to hide her embarrassment of showing herself like this despite how many times Claire had gotten an up close look at it all. 

Claire slowly slithered between June’s legs, crawling up her body inch by inch till their faces were aligned with each other. Claire could already feel the tip of her member touch June’s slick labia, the sensation was much different from the lips on June’s mouth. She then looked hungrily into June’s eyes and June stared back, transfixed on the beast on top of her. Claire gave a slight push of her hips, resting the tip against the entrance. June shuddered in pleasure and nervousness. Claire extended her claws and dug them into the mattress for support, making sure June heard the tearing of the cloth as the sharp talons ripped it. June had her forelegs tucked in front of her chest, unsure of what to do with them at this point, Claire smiled down on her friend, finding the action cute. 

“You can hold onto me if you want darling. You’ll need to when I really get going.” Claire suggested. 

June gingerly reached out and wrapped her forelegs around Claire’s neck, she then gave a nod of affirmation to the dracony mare. With the signal given, Claire pushed harder against June’s nether lips. Claire let out a primal grunt as the head of her stallionhood pushed through June’s tight pussy lips. Finally, with one short thrust, Claire was able get the head inside her. June let out a hiss as she held onto Claire’s neck, wincing a little as Claire’s member continued to slowly plunge into her depths. Claire’s primal draconic instincts were starting to cloud her mind, her need to mate with this mare beneath her, to fuck her and make her, her own. For a brief moment, when Claire looked at the wincing expression that June made she was about to stop and pull out, but when June opened her eyes, she looked into Claire’s and she understood that June was not asking her to stop but to keep going. 

Claire eagerly obliged the large earth pony as she gave a strong thrust into June’s hips, hilting her shaft inside June’s pussy. June let out a yelp as her inner walls contracted around Claire’s length, and Claire too let out a bestial growl from the sensation her fake dick was feeding her. She never knew this was what stallions felt when they entered a mare, the tight constriction of June’s vaginal walls, the near searing heat, and the dampness from her earlier orgasms, it all melded together into one pleasurable parade of enjoyment for her. 

Oh fuck me, now I know why stallions want to be inside us so much! It’s heavenly – June feels heavenly! I don’t think I ever want to leave her! Oooooh~ 

But as good as this felt, Claire wanted more, she wanted to ravage this mare with everything she had, and she knew June could take it. Without any warning Claire drew back causing June to gasp from the sudden withdrawal. After being filled with such a length, having it leave made her crave it again. She didn’t need to ask as Claire stopped, leaving her tip inside. She then thrust forward again, slamming her hips into June’s. The purple earth pony mare threw her head back from the surge of pleasure that went up her spine, Claire continued like that, slow, long withdrawals followed by a hard thrust back inside. She adored the reaction June was having, making her friend cry out in ecstasy with each thrust sent shivers up her spine and made her dick feel as if it had gotten bigger inside June, or maybe June had grown tighter, either way, she loved it. 

Still craving more, Claire forewent the slow movements and began to rapidly thrust into June. Their nethers let out lewd wet slapping noises of flesh and fur against smooth scales, June’s large breasts were pressed up against Claire’s, their nipples scraping against each other and at times, Claire’s harder, erect nipples would push against June’s and almost sink inside, making the cherry farmer feel as if her breasts were getting fucked at the same time as her marehood. 

Claire watched as June’s tongue began to loll out of her mouth, completely lost in the euphoric bliss of having her best friend fuck her brains out. She then gazed intently on her neck, how exposed it was. Claire bared her fangs and lunged forward, lightly biting on her neck. June’s pussy tightened till it was almost like a vice and June yelled in bliss. Soon Claire felt a surge of warm fluids wash over her dick and another splash of liquids on her breasts. Claire pushed up and saw that June had just cummed, drenching her lower region in a combination of love juices and breast milk. 

“Naughty little mare, you cummed before me didn’t you?” Claire asked knowingly. 

“Y-Yes.” June panted. 

“Now that won’t do. It’s not as much fun if we don’t finish together.” 

“I-I-I know, but it just felt SO GOOD! And when you bit my neck it sent me over the edge!”

“Well, from here on out, you are not to cum until I do. Or do you want me stop now and leave you in this state?”

June’s eyes bulged out in horror at the thought of Claire not finishing this, she wanted Claire to fuck her, to fill her with her fake seed and mark her as her mare. 

“No! Please Claire, I promise I won’t cum again!”

“There’s a good filly, now, for that, I’m not holding back.”

Claire braced herself with her claws and began thrusting vigorously into June’s marehood again. Assaulting it with piston-like thrusts that jostled the bed with each movement. June’s mind was sent into a haze of lust and pleasure, she couldn’t believe how good this felt, everything, even having her nipples fucked by Claire’s teats was driving her crazy. She never considered herself horny or perverted, but right now, she was able to indulge those sides she had neglected, and every second was better than the last. And what made it better, it was being given to her by her best and closest friend too. 

Claire could feel June’s orgasm coming soon, the tightening of her inner walls told her as much. She wanted to see how well her little prey followed orders, so she once again began necking June, giving light nips and large, gentle bites as she mimicked a predator’s kill tactic and used it to excite a grown mare sexually. June wanted to cum, oh she so desperately wanted to, but she had to hold on. She knew Claire would make good on her threat, and with the way she was feeling now, she wasn’t sure if clopping would do the trick should that happen. 

“Y-You’re doing very well June, ooohhh~ You’ll be rewarded in just a few seconds! Oh I’m going to enjoy filling your pussy with my seed!” 

“DO IT CLAIRE! CUM INSIDE ME, PLEASE! MARK ME AS YOUR MARE!”

“As you wish darling! Oh, take it all – AAAAAAAAAAAH~”

Claire gave one more powerful thrust into June, hilting herself inside and spraying her pussy with one large spurt of cum after the other. June wrapped her hind legs around Claire’s waist, keeping her deep inside, wanting to be filled as they rode their climaxes. June’s belly seemed to swell just a tad as some of Claire’s cum leaked out of the tight corners of her swollen labia. Claire gave a few more thrusts into June, riding the high a little more and cumming two more times inside her. June’s back arched up and exposed her neck to Claire again, to which the dracony mare began lightly biting on it, sending even more waves of pleasure to rock June further into a another orgasm. 

Finally, both mares slumped back onto the mattress, with Claire releasing June’s neck and lying on top of her, both mare’s basking in the afterglow of their dual orgasms. They were too tired to move, and too comfy. Claire nuzzled against June’s neck while June held onto Claire, enjoying the natural warmth that emanated from her draconic body.






It was night by the time both mares had woken up from their afternoon of rough and kinky sex. Claire’s penis had returned to being just a regular strap-on, the magical charge having emptied during their sleep. She gently untangled herself from June’s forelegs to see the carnage of what they had done earlier that day. June’s marehood was still gaping a little from having Claire’s fake phallus inside her. Some of the cum she had pumped into her was dribbling out onto the sheets as well. The stench of sex filled Claire’s room, along with mixtures of other excretory scents from their session. Claire looked to June’s neck and saw there were red spots here and there, hickeys as she recalled, although others were clearly bite marks, Claire’s bite marks. A sudden feeling of guilt welled up in her heart from seeing what she had done to June, thinking that it was the “First Time Incident” all over again. 

June finally roused awake and yawned as she looked up at the dracony mare. “Hey Claire, why do you look like you’re sad? Was I…not as good as you thought?”

“What?! Oh no darling, you were marvelous! Wonderful! I just…I just realized that I may’ve been a little too rough with you…”

“You were, just a bit, but I enjoyed myself, despite it all.”

“I still can’t believe you indulged me in that Predator/Prey play.”

“Yeah, me neither, I found myself strangely enjoying it. Like I didn’t have to worry about everything and that I could trust you to do what you wanted to me.”

“Well…I’m glad you have that much trust in me, but…”

June leaned up and nuzzled Claire lovingly. “If it’ll make you feel better, I could use the strap-on next time, and make you my little sex pet?” 

Claire could hear the teasing and inviting tone in June’s voice. “A role reversal could be even better.”
> Api x Echo x Pixel Bit
> --------------------------------------------------------------------------

It had been years since they had come back to this clubhouse, years since the three fillies each got their cutie marks and were busy perfecting their special talents. But they never forgot this place, although some would call it their secret clubhouse, it wasn’t very secret. Api, Echo, and Pixel, had gotten their cutie marks right around the ages of eleven to thirteen, no longer being called “blank flanks”. And now, they were three grown mares, taking a look at their hideout, Api having called them here for one thing and one thing only. 

“Can’t believe we’re saying goodbye to this place,” said Api. 

“Yeah, but it was a lot of fun hanging here! Even though we didn’t do as much ‘crusading’ like our mothers did, it was still nice,” said Pixel Bit. 

“Mmm-hmm, definitely, but why was it that you called us out here Api?” Echo asked. 

Api, the shortest among them, colored white with brown spots and a short red mane, looked upon her fellow friends. Echo sat there, her gray wings fluttering a bit in anticipation, and Pixel, the pale colored unicorn, the tallest and, as the local ponies would agree, the cutest and most beautiful mare in the town. 

“Well, summer’s about to start, and Ah thought we could kick it off by havin’ a good old fashioned slumber party here in the clubhouse!” Api suggested. 

“Api we’re, like, eighteen –”

“Well, actually we’re eighteen, Api’s sixteen.” Echo corrected. 

“Right, but anyway, slumber parties in treehouses sound a little…foalish,” said Pixel. 

“Awww, c’mon Pixie! We never did have our ‘graduation’ from bein’ crusaders! Ah thought we could do this one last thing, y’know, a proper send off!” 

Echo and Pixel thought it over, true, they were older than their friend, and soon they’d all be too busy with their special talents and doing whatever to properly spend time with each other as friends. After mulling it over for a bit, and having had to endure the puppy dog eyes of the young apple filly, Echo and Pixel relented to her suggestion. 

“Eh, why not, one last slumber party of the former Cutie Mark Crusaders!” Pixel said. 

“Alright! You gals go and get yer stuff ready, and we’ll meet back here around sundown!” 

“Gotcha,” said Echo. 

And with that established, the three young mares went off in their own directions. Api ran for her home, Pixel teleported away, and Echo flew off into the sky towards her home. Api was really happy about this, yes indeed. True that they weren’t fully crusading a lot, but the adventures they had together were fun, even if they got into more trouble than they’d care to admit. But from what her mother told Api, the former Crusaders got into just as much if not more than their own daughters. 

It didn’t take long before Api finally reached her home, a little house a few ways away from the main house were her cousin, Golden Delicious, and her Aunt Applejack and Uncle Caramel lived. Api’s mother, Apple Bloom, watched as the young filly ran into the house quickly saying “Hi Ma!” before heading upstairs to her room. Curious, Apple Bloom walked upstairs to see what her daughter was up to. Inside her room she saw the youngest apple quickly pull out a sleeping bag and flashlight, and other things. 

“Whoa now Api, what’s got ya in such a hurry?” Apple Bloom asked. 

“Sorry Ma, but I just wanted to get everything ready for tonight!”

“Tonight?”

“Yeah, Echo and Pixel said yes to havin’ one last slumber party in the treehouse!” 

Suddenly Apple Bloom went rigid, her cheeks flushing as her pupils became the size of pinpricks. 

“O-Oh, y-ya are huh?”

“Yeah…um, Mum, why are your cheeks all red like that?” Api asked. 

“What about my cheeks?! Oh, uh, nothin’ it’s just so gosh darn hot! Woo-wee, summer heat and all,” said Apple Bloom as she fanned herself with her hoof. 

“Ooooookaaaay…Well, I’m going to go and get the treehouse set up for us! Oh and Ma, please don’t check on us like you used to, Ah just want this be special, just me and my friends.” 

Apple Bloom gulped. “Y-Yeah, okay sweetie…just uh…promise yer Ma one thing?”

“Okay.”

“Um…if ya can at all, please stay clear of Truth or Dare.” 






(Pixel’s House)


Sweetie Belle was busy reading a book in the living room, she wanted to play a few games but refrained from doing so until her husband came home, else she never hear the end of it about why her character had jumped five levels above his own. She could already hear his adorable whining of “Sweeeetie Beeeeeelllllllleee!” but she knew exactly how make him feel better, and let’s just say it involved playing with his special “joystick”. 

Suddenly Sweetie Belle’s horn sensed the buildup of magical energy. She watched as a small orb of light appeared in the living room, she wasn’t worried, she could already tell who’s energy it was. After a couple of seconds the orb burst open, revealing Pixel Bit. The young unicorn mare looked around and saw her mother laying on the couch as she read a book. 

“Hi Mom!”

“Hi Pixie! You usually don’t use teleportation unless you’re in a hurry. What’s the occasion?”

“Oh it’s nothing too big, I’m just going to have a slumber party with Api and Echo!” Pixel answered. 

“Oooooh, really?! Are they coming over, I can make some snacks?!” 

“No, that’s okay, we’re actually going to have it in the old CMC clubhouse!” 

Sweetie Belle lowered the book she was reading and eyed her daughter with intrigue.

“Oh are you now?” 

“Uh-huh, Api suggested it. I didn’t really think it would be that good, but on my way here, I started to think ‘Why the hay not, it’ll be like when we were foals again!’ Besides I like that place!” 

Sweetie Belle placed a bookmarker in between the pages and set it down. Pixel then watched as her mother went into her room and disappeared into it, shrugging it off, she went up to her room to get a sleeping bag and whatever snacks and stuff she thought they’d need for their slumber party. About ten minutes later, Pixel’s mom entered her room with a strange square shaped package floating in her magical aura. 

“What’s that?” Pixel asked. 

“Oh just something that might’ve made things more fun during me and my friends’ last slumber party in the treehouse. Just promise me one thing though.”

“Okay, sure.”

“Don’t open this right away, I can’t say why or how, but if the circumstances are right then you’ll know when to open it, till then, keep it wrapped up.” 

Sweetie Belle then placed the package among the things Pixel had assembled, she then nuzzled her daughter and left the room. But before she did, she stopped in the doorway and gave a quick glance over her shoulder. Sweetie giggled knowingly and left the room, thinking of how her own friends were dealing with their daughters. 






(Echo’s House)


The gray pegasus mare made it to her house, unlocking the door and entering. She heard her mother’s voice from the living room and another voice that wasn’t her dad’s. When she went into the living room, Echo saw that her mother, Scootaloo, was in the middle of talking to a familiar mare. 

“Aunt Rainbow Dash!” Echo cried out. 

Rainbow Dash spotted Echo and smirked at her. Echo rushed over and gave the pegasus mare a hug. 

“What, no love for your own Mom, I’m in the room too ya know?” Scootaloo joked. 

Echo blushed, released Rainbow and quickly gave her mom a hug. Scootaloo acted like the hug wasn’t going to make it up to her, but within a few seconds she relented to her daughter and hugged her back. 

“Ah, don’t blame her Scoots, it’s kinda hard for anypony to see anyone else once I’m in the room,” said Rainbow Dash smugly. 

Scootaloo rolled her eyes playfully. “Yeah, yeah, Dash, you’re the most awesome mare in Equestria and I live to serve you.” 

“Nah, I got Soarin for that, but thanks anyway. So, what brings ya home kiddo?” 

Echo released her mother and stood back so she could look at both mares directly. 

“Oh that’s right! Mom, I’m going to have a slumber party with Api and Pixel tonight, is that cool?” Echo asked. 

Scootaloo waved a hoof at the question. “Of course it’s okay, are you three having it here or at one of their houses?” 

“We’re going to have it at your old clubhouse actually!” 

Scootaloo’s eyes went wide and her cheeks flushed red, followed by an audible “pomf” sound as her wings flared out. Echo looked at her mother in confusion, but Rainbow Dash seemed to understand what the reaction meant. 

“Um, Mom, are you alright?” 

“Echo, why don’t you get ready, I’ll see what’s up with the spazzoid here.” 

Echo just shrugged and went up to her room to get things ready. Rainbow Dash touched at Scootaloo’s wings, confirming their rigidity. A cocky grin formed on her face as 
Rainbow Dash got right in front of Scootaloo. 

“Okay Squirt, what’s up? Echo mentions a slumber party at your old clubhouse and you suddenly pop a wingboner, is there something to that I should know about?” Rainbow asked. 

Scootaloo shook her head vigorously, snapping herself out of her stupor. 

“What, no way! It’s nothing, really! I…I…I was just remembering the last time I…had sex with Rumble! Yeah, woo boy, that stallion really knows how rut me good!” 

Rainbow Dash still held her grin, but raised an eyebrow that said that she wasn’t at all convinced by what she said. 

“Good to know, and if you’re ever in the mood for a foursome I’ll let Soarin know. But back to the issue of your wings going stiff when Echo said ‘slumber party’ and ‘clubhouse’.”

Scootaloo’s face blushed harder, she started to rub her left foreleg nervously as she averted her gaze from her surrogate sister and idol. Rainbow Dash was becoming a little worried that Scootaloo didn’t say anything, even a mare as old she was shouldn’t be this embarrassed. 

“Hey, Scoots c’mon. It’s me, Rainbow, you know, your big sister, the one who took you under her wing.” Rainbow Dash placed a hoof under Scootaloo’s chin, raising it to meet her gaze. “If there’s anypony you can talk to it’s me, I promise whatever it is it won’t make me think less of you. And if it’s something that concerns Echo then you really need to tell me.” 

Scootaloo sighed, she knew she couldn’t keep a secret from Rainbow Dash, they had grown too close over the years to not tell each other deep dark secrets. But this was one that neither of the three friends had told anypony, not their husbands, and definitely not their sisters. So, breaking years of silence, Scootaloo moved closer to Rainbow Dash and whispered her secret into her ear. 

“Uh-huh…Uh-huh…Truth or Dare…? Hooves…? Horn…? Wait you guys did – for how many hours –?!” 

“Shh, shh, shh! Dash please keep it quiet! I promised the girls we wouldn’t tell anypony!” 

By the end of the tale, Dash’s face was red too, and her wings threatening to go stiff as well. The rainbow maned mare took a moment to compose herself before speaking to Scootaloo. 

“Look there’s nothing wrong with what you guys did, a lot of mares do…certain things, when they’re at that age, so it’s cool. I mean, you wouldn’t believe some of the stuff I did as a teenager, especially with some of the mares.” Rainbow shook her head. “Point is, just because that happened to you three at the clubhouse doesn’t automatically mean that it’ll happen with Echo and her friends.” 

Scootaloo sighed heavily. “I know, I know, I just…I guess I was alright with what we did, I mean, we all three married the ponies we loved and we do love them, but at the same time I don’t regret what we did in there…”

“You shouldn’t, but if that does happen, so what? At least you guys will be there to lend them a hoof through it if it does happen. Okay?”

Scootaloo smiled. She then embraced Rainbow Dash in a comforting hug. The older mare nuzzled the top of the younger’s head, reassuring her that it was okay.  

“Thanks Rainbow, kinda feels good getting that off my chest.”

“No prob…by the way, when’s Rumble coming back?” 

“Oh, he said he’s going to be at the Weather Factory all night, they’re preparing a storm system so he’s bunking there to help out.” 

“Cool…” Rainbow let one of her wings fan out and brush against Scootaloo’s cutie mark, making the mare in her forelegs shiver. 

“R-Rainbow Dash…!” 

“Chill Scoots, when Echo’s gone, what’s say you and I have our own ‘slumber party’? Just you and me?” 

“…………You suck.” 

“That and more.”






(Later, after nightfall)


Api, Pixel, and Echo were really enjoying the slumber party, more than they thought actually. All three did a little gossip about the ponies they liked, and would like if not for this or that. They also got a chance to catch up with each other, not realizing just how much time they haven’t spent together over the years when they got their cutie marks. 

Echo was going to be trying out for the Wonderbolts soon, with her cousin Whirlwind putting in a good word for her, and with Rainbow Dash putting one in for her as well. But she was adamant that that was all she was allowing as far as help, Echo was going to show her stuff in the Academy when she went and show them all that with or without help she earned her place. 

Pixel was more or less ambitious about her talent. She was always being called a beautiful young mare, and arguably the prettiest mare in town. Pixel never really let it go to her head, just shrugging off the comments, but she did however volunteer frequently for her Aunt Rarity’s fashion shows. Pixel stated that her special talent was spreading cheer and helping others to realize the good inside them, it was hard to explain so she just left it at that. 

Api explained her cutie mark, which now that they looked at it, made a lot more sense. She was always an adventurer, the self-proclaimed leader of their group and of course they were content to follow. But Api really had an adventurous side to her, always wanting to explore the Everfree Forest despite her cousins, aunts, uncles, mother, and father telling her to stay away from that place. But now she wanted to be more than this, she wanted to go places, and her cutie mark of many apples in the pattern of tracks, symbolized her passion for exploration. 

Admittedly Echo and Pixel were worried about their young friend. Despite her larger than life ambition and attitude, she was still quite small for a mare her age. 

“So what? Starburst was short too, and now she’s Captain of the Royal Guard!” Api argued. 

“Well, yeah, but Starburst is…well…Starburst, I mean that mare can be really intense when she wants to be. And well…sometimes your plans and adventures don’t always pan out,” said Pixel. 

“Ah blimey, cut me some slack will ya Pixie?! I may cock up once in a while, but I get my misses sorted out! At least before anypony finds out, that is,” said Api, her Trottingham accent slipping out.

“Don’t worry Api, Pixie’s just worried for you, but we both know you’ll do great,” said Echo. 

Api smiled at Echo and to Pixel, all three girls were in their sleeping bags with a lamp illuminating at the center, they were surprised that the treehouse could hold all three of them even as old and as big as they were. They had to give Api’s mother her props, she did a good job in making the CMC clubhouse spacious. 

“So what should we do next?” Echo asked. 

“Oh I know, how about Truth or Dare?!” Pixel asked. 

Api was about to say yes, but her mother’s words suddenly popped back into her head. 

“Oh…um…maybe we shouldn’t y’all,” said Api. 

“C’mon Api, it’ll be fun! Unless of course, you’re a scaredy pony,” said Pixel. 

She tried to avoid it at least. “Ah ain’t no scaredy pony! Let’s go!” 

Echo rolled her eyes, knowing that Api had a bad habit of agreeing to do things if somepony said she was afraid. Pixel stuck out her tongue as she thought hard about which to do first. 

“Okay, truth or dare?” 

“Truth!” 

“Okay, starting off light. So, Api, have you ever kissed a colt?”

Api’s face went red. “What the hay kinda of question is that?!”

“Hey, no question is off limits during Truth or Dare. So c’mon Api, dish!” 

Api fidgeted in her sleeping bag, her eyes darting from Pixel to Echo. After a few seconds of grumbling and muttering she eventually gave in. 

“……Nighty……”

Echo’s ears perked up. “Did you just say…Nighty?”

“Yes…”

Pixel’s eyes widened. “Oh wow! You guys are total opposites, how did it happen?!”

“Hey ya asked if Ah kissed a colt, and Ah told ya, ya never said Ah had to say the how!” 

Pixel puffed out her cheeks in annoyance, and at the same time cursing herself for not being more specific in her request. So she relented and let Api have her turn. 

“Okay Pixie, Truth or Dare?” Api asked. 

“Hmmmmmm, dare me sucker!” 

Api had a devious look in her eyes, not at all made better by the grin she had on her face. Echo was starting to get worried when those same eyes traveled to her. 

“Ah dare ya to kiss Echo!” 

“WHAT?!” Echo shouted. 

“On the mouth, and hold it for a full ten seconds.”

“There is no way she’s –!”

“Okay.” 

To the surprise of both mares, Echo more so, Pixel got out of her sleeping bag and plopped herself right beside Echo. Without warning the unicorn mare pressed her lips against Echo’s. The gray pegasus’ eyes flew wide open when their lips made contact, watching Pixel close her eyes as she gently pushed against her. Echo could feel the softness of her friend’s lips, and the delightful scent of her mane and fur. 

Api, for her part, wasn’t really expecting Pixel to agree to that. She was going to lord it over her and call her chicken, but she never thought Pixel would actually kiss Echo! And what was stranger was that she seemed totally okay with it, Echo was just frozen in place, but Pixel had closed her eyes as if it were an earnest kiss.

Pixel finally broke the kiss and looked at Echo through half lidded eyes. “You okay Echo?” 

Echo slowly nodded.

“Well, was that ten seconds?” 

“Uh-huh,” said Api. 

“Great!” Pixel then moved back to her sleeping bag as if nothing had happened. “Your turn Echo!” 

Echo shook her head, regaining her composure. “Oh…uh…Api, Truth or Dare?”

“Truth,” said Api, still in a daze. 

“Okay…Why the hay did you ask her to kiss me?!” 

“Ah didn’t think she’d actually do it!” Api confessed. 

“What are you two getting so worked up about? It was just a platonic kiss,” said Pixel. 

Api and Echo both looked at Pixel with great confusion. “A platonic what?” 

“A platonic kiss, like what Annie’s friend Miss Amber does. She kissed Annie once on the mouth a while back.”

“Yer lyin’!” Api accused. 

“Nope, Prim Bolt was there when it happened.” 

Echo made a mental note to ask said stallion if that was true or not. “So what, it’s okay to just kiss your friends on the mouth?!” 

“Pretty much, I mean, we’re friends, so it’s alright.”

Echo and Api weren’t sure what worried them more, the fact that Pixel seemed totally okay with this or if there was something else “platonic” that she was okay with doing. 

“Well since you wasted your turn, it’s my turn! Echo, truth or dare?”

“Uh…dare – wait – I meant truth! Truth!”

“No take backs!” Pixel decreed. “I dare you to make out with Api for one. Whole. Minute!” 

Echo and Api’s left eyes twitched, both glanced at each other and quickly turned away as their faces tinted red. 

“C’mon Pixel it was just a joke! Don’t make Echo do this!” Api pleaded. 

“Well…you can choose to pass. But that only means that if you choose dare or truth the stakes are doubled.” 

“Doubled?” Echo asked with dread. 

“Yep, like say: if you chose dare again. Then you’d have to do something really embarrassing, or if you chose truth you’d have to reveal something deep and dark. So, either way, take your lumps now or later?” 

Echo looked to Api, she wasn’t sure if she was ready to do something like that, she wasn’t even ready for when Pixel kissed her. Which for some reason still made her lips tingle with tiny jolts of electricity for some reason. Echo gulped, it was probably a bad idea. No she knew it was, but she just wasn’t up to it. 

“Pass,” said Echo. 

“Oh well, your turn Api.” 

“Truth or Dare?” Api asked. 

“Well, I did a dare already, so truth.” 

Api wanted to get back at Pixel for embarrassing her and Echo like that, so she thought of something really embarrassing that she knew would derail Pixel. The young apple even smirked as she thought it up. 

“Pixie, how do ya take care of yerself when yer alone?” 

Echo just slammed her head against her pillow, groaning as she did not want to know or hear this. 

“Oh that, nothing special. I sometimes wait if my parents are out of the house, I mean it would be soooo embarrassing to have them walk in on me. Anyway, I just lie back on my bed, usually start with my teats, rub them in circles and play with nipples to get myself worked up. Once I do that I start thinking of a stallion, sometimes I think of a mare just to shake things up. Once I have that in mind, I move my hoof down and start making circles around the vulva, and then once I’m sure I’m wet enough, I slowly push my hoof inside.” 

Api just gawked at Pixel, and Echo was doing her best to suffocate herself with her pillow, but to no avail. 

“Once I got a good rhythm going, I use my other hoof to play with teats again! The wetter I get the more I can push in, sometimes I’ve gotten my whole hoof in me when I’m really in the mood! Once that’s going on I just work at it, going faster and harder, faster and harder, until eventually I just, well you know, burst! The hard part’s the cleanup, I used to use a towel, but I learned a spell that could clean up embarrassing stuff like that within few seconds. And that’s pretty much it.” 

Pixel looked around the clubhouse, noting the fierce blush on Api’s face and Echo’s flared wings. The unicorn mare had a cattish grin on her face, seeing the reactions she got from her friends. Unfortunately, talking about all that got her a little hot and bothered, she squirmed on her sleeping bag, trying to rub her thighs together to scratch the itch that was building. 

“Echo it’s your turn,” said Pixel. 

Echo raised her head out from her pillow and sighed. “Fine, Api, truth or dare?”

Api had picked truth already, so she knew she had to pick dare or it wouldn’t seem fare to her friends. 

“Dare.”

“Since this is obviously going downhill into the gutter, might as well not stop. Api, I dare you to…*gulp*…turn around and show us your marehood!” 

“MY WHAT?!” 

“C’mon Api, you have to. I just told you all that, and besides we all have one, not like yours is any different,” said Pixel. 

“But…Yeah but…Oh fine!” 

Api got up and turned around, her tail was tucked between her legs and her pink bow tied at her dock. Her face felt like it was on fire, she couldn’t believe she was about to flash her two best friends, but at this point it wasn’t like she could do any less after what Pixel said. Api just kept reminding herself that they were all mares here, and that they used to take baths together all the time, they saw every bit of each other back then. So it wasn’t that much different, but still, why did it feel different. 

The young apple spread her hind legs and took a deep breath. She then lifted her tail higher and higher, and gave a quick flick to the side to reveal her privates. Echo, although the one to suggest the dare, tried out of modesty not to look. But still, curiosity won out and she looked. Api’s pussy was a cute shade of pink, along with her puckered anus, the splotches of light brown didn’t seem to cover this area, leaving her white fur to contrast the pink color and make it stand out. 

Pixel was staring intensely at it, noticing that her friend’s marehood had a bit of a sheen to it. Her mind registered this and it only made the ache in her own marehood grow stronger, making Pixel have dirty thoughts about her friends. Even though she had told them all that, and the stuff about the platonic kissing, she wasn’t so sure if she could keep her other…quirk, under control. She was always a hyper and spontaneous filly, and not really one to question the whole “I’m into mares and stallions” thing. 

Although right now, her libido was quickly rising the longer she stared at Api’s pussy. But her trance was severed when the young apple quickly tucked her tail back, spun around, and sat back down, keeping her eyes glued to the floor. Pixel could tell that the girls were getting bolder, and maybe a little more comfortable with where this was going. Api may be the leader, but right now, Pixel was about to take the reins of this situation. 

“Echo?” Pixel asked. 

“Dare…” 

Pixel waited to see if she was going to retract the statement, but it seemed like she meant it. 

“Well, all this talk about marehoods, making out, and stuff is kinda…well, I need to take of business. So, I dare Echo to help me!” 

“WHAT?!” Echo cried. 

Echo answer came when she watched Pixel turn around on the floor, pointing her rear towards them. She let her tail fall against floor, revealing her wet marehood to both her friends. Api and Echo were speechless in this moment, they had no idea what to say or do right now. 

“Echo, c’mon, it’s kind of been bothering me for a while, and it would help a lot if you did it,” said Pixel sincerely. 

Echo turned to Api, giving her this look that asked “Do I have to?” Api looked back to Pixel, at war with her mind. Truthfully she was taught not to touch another mare’s privates, heat season had different a set of rules, but none of them were in heat, as far as she knew. But something in Api, her morbid curiosity, wanted to see this. She gave a nod to Echo, a silent way of telling her that she wasn’t against it. Echo gulped and moved closer to the taller unicorn mare. 

The gray pegasus sat on Pixel’s right side, looking her body up and down. The unicorn mare’s cheeks flushed from having Echo’s analytical eyes gaze upon her body and exposed pussy. Echo’s gaze traveled lower, seeing Pixel’s two perky teats, and just below them, her increasingly moist marehood. She raised a shaky right hoof, slowly moving it towards that spot, but stopped midway. Pixel noticed the apprehension in her eyes, and slight fear. She gently raised her right hoof and placed it over Echo’s. 

“It’s alright Echo,” said Pixel. 

“B-But I don’t know…I never…not even with colts…!” 

“Shhh, just remember what I said earlier.” 

Pixel guided Echo’s hoof lower and lower, letting it hover just above her glistening folds. Echo could already feel the warmth radiating from her friend’s snatch, prickling her hoof with a strange combination of excitement and slight doubt. Pixel gently pushed against Echo’s hoof, putting the flat of it right against her labia. The unicorn mare let out a soft moan as her back arched slightly, the sensation of having another pony’s hoof touch her there was way different from her own. 

Echo could feel the warmth radiate through her hoof double upon contact, along with the slickness of her friend’s folds. The pegasus mare had on occasion masturbated, what mare or colt hasn’t really? So she knew what her pussy felt like when she diddled herself, the wetness, the heat, and feel of it, but this was different. This was another mare’s vagina, this was her friend’s most private place, and she was touching it, allowed to…to…! 

“Echo…?”

“Y-Yeah?!” 

“I would really appreciate it if you started moving your hoof, as good as you touching it feels it’d feel better if you did something.” 

Echo nodded. She took a deep breath, remembering what her friend had told them about how she took care of herself when alone. Echo withdrew her hoof from the labia and placed it over her vulva, tracing it in circles. The action made Pixel let out another moan of pleasure as she let herself enjoy the sensations. Echo was becoming enthralled with her own actions, half surprised and half aroused that she was doing this to her friend, a mare she had known since they all three were foals, and now she was…doing this to her! 

Api, during all this, just continued to stare at the sight of her friends pleasuring her other friend. Her brain trying to process the scene before her, the sounds coming out of Pixel’s mouth whenever Echo moved her hoof, the soft “shlicking” of each rub against Pixel’s pussy, the growing scent that was quickly filling the room, and the sight of her parted labia, granting Api and ever so brief of glimpse of her love tunnel with each stroke. Api swallowed hard, taking in a breath she didn’t know she was holding. She knew this probably wasn’t something they should be doing, and yet, she was fascinated with the sight of it. Api’s adolescent body was definitely more aroused than she cared to admit, trying to remain the rock in this situation, and yet she couldn’t deny the growing itch between her hind legs and the nagging urge to touch herself. 

Ah…Ah can’t…Ah can’t do that, what’s wrong with me?! These are my friends, Ah’m not supposed to think about doin’ stuff like that! But…damn…They’re goin’ to notice soon, they probably already saw that I was a little wet when Ah showed them my cooter earlier…!

“AAAAHH~”

Api’s attention was drawn back to her friends after hearing Pixel let out loud moan. Echo was now using her other hoof, playing with Pixel’s right teat, giving it a gentle massage and the teasing the erect nipple with the tip of her hoof. Pixel squirmed under Echo’s touch, letting herself be pleasured by the pegasus mare’s, surprisingly, gentle and yet strong caresses. 

Echo, whose face was still red as an apple, felt that her right hoof was thoroughly coated with her friends juices, knowing that she probably wanted more than just rubbing, she gulped as she got her hoof into position. 

“Um…P-Pixie, I’m-I’m going to do the other thing…if that’s okay?” 

Pixel didn’t waste time with words, she just simply nodded her response. Echo took a calming breath and gently pressed the tip of her hoof to her friend’s entrance, feeling the warmth of Pixel’s love tunnel wash over her hoof the more she pushed in. Pixel arched her back as she let out a hiss of ecstasy, feeling her pussy stretch to accommodate the welcomed intruder. She felt Echo stop, Pixel looked to her friend, half annoyed that Echo stopped suddenly. Then she saw the worried look on her face and she understood why. 

“It’s fine – I’m fine! It just feels really good, don’t stop Echo!” 

With the okay from Pixel, Echo continued, further, stopping only when her fetlock brushed against Pixel’s clit. Echo slowly withdrew her hoof, leaving only the tip inside, she then pushed back in, and then out. Adopting a steady rhythm as she began hoofing her friend’s tight snatch. Pixel was lost in the euphoria of it all, she had done this to herself more than once, but this was the first time she had somepony else do it to her, the feeling of a foreign hoof entering and sliding out of her sent shivers up her spine, and made her horn spark with mana. Pixel craned her neck slightly to get a look at Api, wondering how the young apple mare was taking the sight of Echo shoving most of her hoof up her pussy. 

Pixel saw Api’s eyes firmly locked on Echo’s ministrations, but Pixel’s focus wasn’t so much on where Api was looking. It was more directed at her body language. The uncomfortable shifting of her hind legs, the red cheeks and the little swishes of her red tail going back and forth. Pixel knew what was going on, even though Api was probably doing her best to try and not clop to this, her body was most likely nagging at her to do so. And Api, the stubborn young mare she was, probably wouldn’t even bother. Some part of Pixel didn’t know whether to pity Api for not clopping to the sight of her getting hoofed, or insulted. But that could wait till after. 

“A little faster, Echo…!” 

The pegasus mare nodded and sped up her hoofing, the treehouse was now becoming filled with the lewd sounds of Echo’s hoof entering and exiting Pixel’s vagina, letting some of her fluids splash outwards onto her sleeping bag. Echo was starting to find this position she was in difficult to speed up, so she changed it. Pixel soon found herself face to face with Echo, having the pegasus mare above her as she angled her right hoof back into position. Echo started again, only this time she didn’t just hoof her friend faster, she did it harder. Making Pixel throw back her head and let out a moan louder than the last, one. Pixel felt as if she was getting rutted by a stallion the way they were, her eyes locked on Echo as she continued to moan and pant. 

Api was now treated to a another sight, seeing Echo’s spread hind legs as the pegasus’ tail unconsciously rose up and gave Api a good view of her friend’s now winking and wet slit. Api couldn’t take it much more, so she stealthily raised her hindquarters and slipped her hoof underneath her. She found her prize quickly and began to vigorously rub herself, trying to match Echo’s movements as she watched Pixel’s hind legs spread more to grant her better access. 

Pixel threw her forelegs around Echo, drawing her to the unicorn’s chest and resting her head on her shoulder. Echo was a little shocked by the action, but was quickly finding the intimate embrace comforting. She doubled her efforts more and more, making sure to brush her hoof against Echo’s clit, making the golden eyed mare flinch and spasm with delight. 

“Echo I’m going to – to – to –!”

She needn’t finish her sentence, Echo could already sense her friends approaching orgasm. She drew back a bit and curled her hoof up as best she could, making the tip of it push against Pixel’s G-spot. That proved to be the final push Pixel needed as she held onto Echo tighter, letting the dam break and cumming all over her friend’s hoof. Echo struggled to keep her hoof as far inside of Pixel as she could, feeling her inner walls contract to push her out and arbitrarily draw her further in. The feeling of her hot juices splashing over her hoof and a little onto her foreleg made Echo tingle with arousal, making her own marehood let a little squirt of her marecum slip out. 

Api stopped to hear Pixel’s cries of orgasmic bliss as Echo continued to slowly hoof her, drawing out the climax and keeping Pixel there for as long as she could. Api wanted to cum too, she had been rubbing herself quite vigorously and was halfway there, but she knew she had to stop, if either of them saw her clopping to the sight of them she’d not only feel totally embarrassed, but ashamed that she took pleasure in watching her friends…masturbate? Have sex? Api wasn’t really sure what to call this whole thing.

After a minute had past Echo began withdrawing her hoof from her friend, Pixel gave a delightful shiver at feeling her cunt becoming vacant of Ehco’s hoof. Echo slowly brought that very hoof up to them, staring at it as if it were foreign to her. She still couldn’t believe that this very hoof, her own hoof, was that far inside one of her best friend, and made her climax like she did. Echo looked back to Pixel, her eyes growing wide as she looked upon the unicorn mare. Those half lidded, gorgeous eyes, the glow that seemed to emanate from them in the low light of the lamp. She felt her heart thump in her chest, Echo had always heard other ponies say how beautiful and cute Pixel was, but this was something else. 

Pixel, still feeling a little kinky, opened her mouth slightly and began sucking on the hoof that had just been inside her. Echo gasped in shock, watching her friend lick and suck on her hoof, tasting her own juices and savoring them as Echo watched the entire thing. When she was done, Pixel’s face went back to that adorable playful smile of hers and then booped Echo’s snout with her own. 

“Thanks Echo, you uh, you can get off me now, or don’t, completely up to you.” 

Echo snapped herself out of the trance and quickly fluttered her wings to push herself off Pixel. The gray pegasus mare hurriedly plopped herself on her sleeping bag, not sure what she was feeling right now, but now aware of her own arousal. 

Pixel lazily turned herself around so that her head was facing her friends again, she looked down at the spot where her hindquarters were, noticing the wet spot from where she came, as well as the pungent aroma. Pixel shrugged and went back to propping herself up on her forelegs as she looked at both her friends in an assessing manner. Api was covering her right hoof, putting it under the lip of her sleeping bag, the look on her face told her that she was agitated and a little dissatisfied. Pixel made the connection, grinning at the fact that Api was indeed clopping to them. Echo seemed in the same boat, squirming as she tried not to think about it. 

“Well that happened, and I’d say Echo completed the dare with gusto!” Pixel praised. 

Echo smiled sheepishly, her face still red as can be. 

“So…um…Ah guess it’s my turn then?” Api asked. 

A devious idea formed in Pixel’s head, a sexy, devious idea that is. She let out a loud fake yawn and popped a few kinks in her neck. 

“Actually, after all that, I’m kind of tired. Let’s hit the hay, thanks again Echo.” 

“Wait, we’re stoppin’ now?!” Api asked incredulously. 

“Well yeah, don’t see much point in continuing this. I mean, this could turn into something…kinky, if we keep going. After that it’s not really Truth or Dare anymore. Unless of course, you want it to become something else. Do you, Api?” Pixel asked with a coy grin. 

Api bit her lower lip. Pixel was right, anything after that wouldn’t really be Truth or Dare, and Api wasn’t sure if she wanted it to be a game anymore. Seeing all that, hearing it, smelling it, thoughts began to buzz around her head. Thoughts comprised of things that she never thought about doing with her friends, but all of a sudden felt that they were possible to do. But what if she was wrong, what if this went into something that she wasn’t sure of or wanted. Watching was one thing, but doing it was another, and she wasn’t even sure if this was just plain sex or experimenting!

“Ah…nah, that’s fine, Ah think we should sleep too, g’night!” 

Api quickly wrapped herself up in her sleeping bag, hiding her face from her friends. Echo groaned under her breath, admittedly just as embarrassed and unwilling to admit that she too was feeling aroused, and kinda in the need of having her own release. Pixel sighed disappointedly, hoping that Api would at least open up a little about wanting to explore this…whatever it was. So with a flick of her horn, Pixel extinguished the light, and let the soothing, milky blue moonlight fill the room. 





Api was squirming, the images of seeing Echo hoof Pixel still fresh in her mind. Despite the open windows of the treehouse, the smell of sex still hung in the air. Api tried to relieve herself secretly inside the sleeping bag, but it was no use, it wasn’t enough, not after what she witnessed. Her eyes darted to Echo, seeing her friend squirm in the sleeping bag, and wondering if she was having the same problem she was. 

Echo must be, after all, she was the one doin’ that to Pixie…! Probably got it worse than me too. And speakin’ of Pixie she’s just lyin’ there all content and satisfied! It ain’t fair, she got off and Ah’m sufferin’ over here! But…Ah can’t just let her snog me! Ah can’t, if Mum found out she’d…She even told me stay away from Truth or Dare, but darn it Ah agreed to it!

Api was starting to feel a trickle of her own juices slip down her inner thighs, and it wouldn’t be long before her sleeping bag had a noticeable wet spot on it. 

“Consarn it, Ah can’t take it anymore!” Api cursed in a low tone of voice. 

The young mare quietly got herself out of the sleeping bag and made her way towards Pixel, gently she pushed against her side, trying to rouse her from sleep. Pixel finally turned towards Api, wide awake and grinning from ear to ear. 

“‘Bout time you made up your mind, I was starting to wonder if I was going to have to make the first move.” 

Api growled a little in anger. “Bugger all Pixie! You – Grrr – Ugh – You – Oh forget it! Fine, Ah…Ah want to do some of that stuff too!” Api admitted. 

Pixel smirked. “Okay, since I already had my fun, I’ll just focus on you. And then we can both play with Echo, poor filly’s probably suffering.” 

“Okay, okay Ah promise we’ll take care of Echo too, just please help me!” 

The sight of her sexually frustrated friend was adorable, and hot. “Alright, go back to your sleeping bag, lie on your back, and keep your legs spread.”

Api didn’t ask questions, her need to scratch her annoying itch was driving her crazy. The young apple went back to her sleeping bag and laid on her back as Pixel said, keeping her hind legs spread apart. Api watched as Pixel sauntered over to her, putting some sway in her hips. The white and brown spotted mare was starting to see why the colts and mares all said Pixel was pretty, but right now, “pretty” wasn’t quite the right word. More like captivating, sexy, and alluring.

Pixel kept walking till she was positioned right above Api’s hind legs. She lowered herself down till her muzzle was just a few inches away from the young mare’s flower. Pixel’s eyes had adjusted to the moonlit room a while ago, allowing her a perfect view of her pink folds and her cute petite breasts. Api was growing nervous, having Pixel stare at her most private place was beyond embarrassing, it was mortifying, it was every word that could be associated with this! Api swallowed hard, her petite frame squirming under the gaze of her friend. 

“Is…Is there somethin’ wrong with me?” Api asked. 

Pixel shook her head. “Uh-uh, sorry Api. I guess I was just admiring the view, seeing up close is different than seeing it from a distance. Plus, I didn’t get see these cute little breasts of yours.” 

Api turned her head away, hiding her face with her hooves. Pixel only giggled at the cute reactions of her friend. 

“Don’t be embarrassed Api, I like things that are cute.” 

To emphasize her point, Pixel lowered her muzzle to the left breast, opening her mouth and latching onto the small orb. Pixel began tenderly suckling from the teat, flicking the nipple with her tongue and swirling it about. Api gasped loudly as her back arched, her mind exploding with from the warmth of Pixel’s mouth around her teat. Api wasn’t sure if she should be annoyed that her friend was able to fit her whole breast into her mouth or thrilled! Either way it felt great!

Pixel watched as Api brought up her left hoof and began biting on it, trying to stave off any of her moans so that she wouldn’t wake Echo, or worse, hear herself make them. Pixel pulled back, keeping the tender orb in her mouth as she did, pulling it back as she sucked on it hard. From the look on Api’s face, you’d think she was about to bite through her own foreleg. 

Pixel abandoned that teat and moved to the next, reapplying the same ministrations to it. Api’s head was in a haze, enjoying the feeling of having her teats sucked on. After a few more seconds of sucking on them, Pixel released it with a wet pop. Api didn’t understand why, but her eyes were completely locked with that of Pixel’s. The moonlight bathing over her, giving those goldenrod yellow eyes of hers the faintest of glows, and her mane done up in her signature ponytail. She wanted Pixel, she wanted her to have her do whatever she wanted to her. 

“You ready, Api?” Pixel asked. 

“Ah…Ah guess, yeah…!” 

Pixel reached up and kissed Api on the forehead, making the young earth pony blush to the point where she thought her face was glowing in the dark. Pixel lowered her mouth, letting out a breath of hot air over Api’s now winking slit and making the young mare shiver. The unicorn mare stuck out her tongue, giving Api’s pussy a long, sensual lick. Savoring the taste of her friend, which, as she figured, had the slightest taste of apples. Pixel wasted little time, now wanting more of that taste, she used her hooves to part the swollen lips of Api’s labia, giving her a clear view of her inner walls. She then stuck out her tongue and gently plunged it into the earth mare’s pink flower. 

OH MY CELESTIA!!! Api screamed in her mind, but it came out as a muffled cry from her mouth. 

Pixel swirled her tongue inside of Api’s love tunnel, feeling her walls tighten around her wet appendage. She figured her friend would be tight, but that just made it more fun, like a game to see just how far she could get her tongue into her friend’s vagina. Pixel began suckling on her pussy, making Api let out moan after moan of pure bliss as she became enraptured by Pixel’s work. In truth, Pixel had no idea what she was doing, this was her first time – ever – with anypony, let alone a mare. So she just went with what she would want her partner to do to her own marehood, and it seemed to be effective judging from Api’s muffled cries. 

Unbeknownst to them, Echo was watching the whole thing silently. The sight of Pixel’s head between Api’s legs and watching as Api squirmed and writhed in pleasure from Celestia knows how good the feeling was. Echo didn’t know if she could take it anymore either, but she wanted the same thing. She wanted a muzzle deep inside her, tasting her, to feel somepony’s tongue wiggling around in her snatch and making her let out those same blissful cries. 

Echo stood up out of her sleeping bag, gaining the attention of Api and Pixel as they heard the hoofsteps. Pixel pulled away from Api, making the young mare let out a groan of annoyance. 

“Echo?” 

“I…I…”

“I know,” said Pixel, “but I’m a little busy with Api. But…Maybe Api wouldn’t mind helping you out? Besides, I think letting out those cute little moans into Echo would be better than using your hoof.” 

Api wasn’t so sure, the idea was very arousing, but letting her friend eat her out, and actually doing it yourself were two completely different things. That, and Api wasn’t sure she could do it like Pixel was doing, afraid that she’d mess up and end up letting down Echo. Api looked to the pegasus in question, she saw in her that same frustrated, desperate look in her eyes that she no doubt had when she approached Pixel. With a tentative nod, Api agreed. 

“Alright, Echo, set yourself up above Api. I’ll tell you if your good or not.”

“O-Okay,” said Echo. 

Echo carefully parted her hind legs, positioning her pussy above Api’s head. The earth mare’s eyes went wide seeing it again, but this time it was winking faster than earlier, and certainly a lot wetter as some of her friend’s juices dripped onto her chest. But the new perspective gave her full sight of Echo’s breasts, which swayed slightly. It made Api pout a bit, even her lean, athletic friend had bigger ones than her. Echo glanced over her shoulder, watching Pixel nod to her, telling Echo she was on the mark. Echo lowered her rear more and more, bringing her slit closer to Api’s mouth. 

Api was now looking at Echo’s pussy much closer than she had earlier, seeing her clit winking in and out of its hiding place, as if telling her to catch it. Api brought up her hooves, using them to gently spread Echo’s lips. The pegasus mare let out a quiet gasp from the touch of Api’s hooves, and the rush of cool air over her moistened cunny. Api remembered what Pixel did and mimicked her technique, taking a long sensual lick. She was surprised by the taste, figuring another mare’s juices would taste weird and funny, but it was just a bit salty, but a little more sweet. Strangely enough, she liked it. 

Api began licking at Echo’s folds in earnest, savoring the taste of her friend’s honeypot. Echo let out more and more moans of satisfaction, and even yelped loudly whenever Api’s tongue brushed against clitoris. After enjoying the taste of her friend, Api decided to go for the source. She spread Echo’s pussy out more and pushed her muzzle into her opening, sticking out her tongue and dived into Echo. The pegasus mare’s legs felt like they were going to give out from the tingling sensation running through them, her spine, and her marehood! She never felt anything like this, and it felt good, relieving even. 

Pixel enjoyed the show for a little bit, watching Api’s hooves grab onto Echo’s hind legs, bringing her further down and pushing her tongue farther. Echo’s tail flicked up instinctively, giving Pixel a clear view of her puckered anus, which was convulsing in direct reaction to the pleasuring her marehood was getting. A part of Pixel wanted to be bold and plunge her tongue into that convulsing, forbidden hole. But she wasn’t sure Echo would be cool with that, besides, she had other work to do. Now that Api was eating out Echo, Pixel went back to enjoying her own meal. 

The unicorn mare lowered her muzzle and buried it right back into Api’s tight hole. She heard a muffled cry as her hips bucked up, at the same time Echo let out her own moan, the vibrations from Api’s moaning no doubt increasing the sensation. Pixel decided to forgo the easy stuff and attack her friend’s snatch. Pixel’s tongue went in and out of Api’s pussy furiously, alternating with sucking and swirling, and going right back with thrusting. 

Api’s eyes flew open as she cried out into Echo, making the pegasus mare let out her own bliss filled moans into the night air. As good as it felt, Api knew she couldn’t just not keep going. Api did the same thing to Echo as Pixel was doing to her, thrusting her tongue in and out, swirling it, sucking on her pussy, and then thrusting again. Echo threw her head back as she growled low with animalistic pleasure, but keeping her body under control, resisting the urge to buck into Api’s face. She was sure that Api wouldn’t appreciate that much. 

Muffled cries mixing with vocal ones, filling the treehouse with the sounds of sex. Pixel could feel the increased convulsions of Api’s inner walls, and the rapid flow of her juices, a sure sign that her climax was fast approaching. And judging from the rapid, shallow breaths of Echo, she was also close as well. Pixel decided to end this, pulling her muzzle away and latching her mouth around Api’s love button, sucking it furiously. Api got the message and did the same with Echo, just in time for both of them to cum at the same time. 

Pixel’s face was splashed with a deluge of her friend’s marecum, she hurriedly released her clit and put her mouth over the opening, sucking out and drinking down every spurt that flowed out of her pussy. Api was treated to her own shower of love juices as Echo threw back her head, her mane whipping about with sweat as she did so. Api opened her mouth and Echo lowered her pussy right onto it, grinding against the earth mare’s mouth. Api should’ve been shocked, but right now she was too concerned with the euphoric feeling of having her pussy sucked on and drained of its fluids by Pixel to even care. She returned the favor and did the same with Echo, gripping her flanks tight and keeping her friend there. 

After a minute and half, their climaxes ended. Echo raised her hindquarters on shaky legs and let herself fall onto her back beside Api. The young apple mare took in deep breaths of air, gasping and panting, and feeling the slight slosh in her stomach from gulping down so much of her friend’s love juices. Pixel pulled way, licking her chops and savoring Api’s taste. She rested her head against the left inner thigh of Api’s leg, staring at both her friends as they basked in the afterglow. 

“Ah…Ah can’t believe Ah did that,” said Api. 

“Me…either…” Echo agreed. 

“But was it good?” 

Echo lazily looked to Api, and she to Echo. A small smile arched across their lips. 

“Yeah,” they answered in unison. 

Pixel giggled. She had never done anything like this before, maybe played around with the idea, fantasized about it, but doing this with her closest and best friends? That was something she never expected, but it was the unexpected things that made times like this even better. Just then, Pixel remembered something her mother told her while she was getting ready. 

“Don’t open this right away, I can’t say why or how, but if the circumstances are right then you’ll know when to open it, till then, keep it wrapped up.”

Pixel dragged herself away from her warm Api pillow and went to her duffle bag. She unzipped it with her magic and levitated the package that her mother had given her. Echo and Api glanced at what Pixel was doing, becoming curious as she set to tearing apart the wrapping. 

“What’s that?” Echo asked. 

Pixel turned around and revealed the object. It was a book, the title of which read “1001 Ways to Have Fun in the Bedroom (Mare edition)”. 

“What the hay – did you plan this all along?!” Api asked. 

“Nope, my Mom gave this to me, said that I’d know when to open it when the time was right. And now I get what she meant!” Pixel opened the book, using the light of her horn to illuminate the pages. “Oh wow, there are, like, a ton of things in here we can try! And there are even spells here for more kinky stuff!” 

Echo gulped. “I’m going to regret this, but what kind of ‘kinky’ stuff?” 

“Hmmm, have either of you girls ever wondered what it would feel like to have a stallionhood?” 

The pegasus and earth pony mares’ eyes went wide with shock as they vehemently shook their heads in protest of that idea. Pixel shrugged, a little disappointed since it would be a cool opportunity to understand how stallions felt when put them inside mares’ pussies. With that idea shot down she moved on to the next listing. 

“Oh, what about this one?! It switches your gender so you actually become a stallion!”

“Pixel you’re off your bloomin’ rocker!” Api shouted in her Trottingham accent. 

“Okay, what about……a shapeshifting spell?! I can make myself or any of us look like somepony else! Maybe you’d like to do more than kiss with Nighty?” Pixel suggested while wiggling her eyebrows. 

“Nah-uh!” 

“Well, if not a colt, how about another mare…maaaaaaaybe…Starburst?” 

Api face went very much red, her ears practically venting steam. “You – You – Ah – That’s – She’s – Ah would never even – Ah’m not attracted to Starburst! I look up to her! There’s a big difference!”

“But that doesn’t mean you’re completely opposed to the idea, are you?” 

Silence.

“We’ll just file that under ‘possible choices’.” 

“Pixie, it’s late already. Isn’t there something in there that we can maybe all enjoy for one last go?” Echo asked. 

Pixel hummed as she leafed through the pages, stopping on one that caught her interest. She lowered the book and placed it off to the side. Pixel then used her telekinetic spell to move the lamp and the sleeping bags to one corner of the room, leaving the center vacant aside from the three of them standing there. 

“What are you planin’?” Api asked worriedly. 

“Let’s just say that all of us are going to be able to enjoy this.” 

Pixel’s horn glowed brightly with a light-gold aura, concentrating her mana and releasing a sphere of magical energy. The sphere floated to the center of the room, growing in size till it was the about the same shape and roundness as a pumpkin. Both Echo and Api looked at the sphere curiously, not entirely sure what Pixel was up to with this spell. 

“Wait for it…” 

Suddenly the sphere started to sprout three long tendrils, each of the ethereal tentacles moved towards them. Each of the tendrils then sprouted four more from the main ones. 

“Uh…Pixel…what are these?” Api asked. 

The tendrils began snaking their way towards each of the mares, the main one slid under their legs, while the tangent ones began slowly coiling around their hind and forelegs. 

“Pixie, seriously, what are they going to do?” Echo asked more urgently. 

“Relax you guys they aren’t going to hurt us. They’re just going to rut us.” 

“WHAT?!” 

At that moment the four tendrils went taut, hoisting the three mares off their hooves and suspended three feet off the floor. They were brought into a circle around the glowing orb, each of them facing each other in triangle formation. The three of them started to feel the tentacles radiate a sensual warmth through their legs, the tentacles coiled, massaging their legs, which, after all three had had their climaxes, felt nice. The tentacles gently spread apart their hind legs, revealing their marehoods to each other. 

The tips of the main tentacles slithered up, excreting a shimmering fluid that coated its length. The tip moved towards each of their marehoods, rubbing up and down, thoroughly lubing up their entrances. 

“Pixel, this ain’t about to do, what Ah think it’s about to do?!” 

“Yep.”

Api tried to pull her hind legs shut, but the tentacles were stronger than she thought. But it was too late, the tentacle pushed against her marehood, spreading her labia as it worked its way into her pussy. She was still sensitive from her earlier orgasm, which only made this experience that much more intense! The tentacle slid into her, coating her inner walls in its shimmering lube. Api started to feel like every pleasure nerve in her vagina was being stimulated with tiny jolts of electricity, and the farther it went, the more she felt it deeper inside. 

Echo was in the same boat, feeling the semi-large tentacle enter her easily. Pixel welcomed the tentacle, completely enraptured by the sensations. Two smaller tentacles sprouted from the main one, these ones coiled around the three mares’ breasts, spiraling around them. The tips opened up and latched onto their erect nipples, sending another wave of bliss to rock their bodies. 

“What’s it doing to us?!” Echo strained. 

“It’s going to rut us, like I said. Don’t worry and just let the spell do its work, I promise it’s not going to hurt us, trust me.” 

Echo and Api looked to Pixel, she wasn’t lying, they knew their friend would never do anything to hurt them. So with a bit of reluctance, they allowed themselves to let the spell pleasure them. 

The tentacles around their breasts began to massage and squeeze them, while the tips sucked on them, alternating between rapid and slow suckling. The ones in their pussies started to move back and forth, going at a steady pace in and out of them. Their moaning blended together as they allowed themselves to delve into the pleasure of the spell was giving them, feeling their bodies’ heat up from their very cores. The main tentacle sprouted another, and from that one two more. Echo and Api gasped when they felt two tentacles spread their flanks open, and let out a yelp when they felt another one prod at their anus. 

“It’s not really going to put it in there is it?!” Echo asked. 

“N-N-No way, it ain’t really, that’s not meant for that?!” Api protested. 

But they were proven wrong. The tentacle pressed against their rear entrances, making all three arch their backs as they felt the slippery tentacle push itself into their tight holes. Finally with a wet pop the tentacle inserted itself halfway into their backdoors, making Api, Pixel, and Echo let out loud gasps as their mouths hung from the shock of the tentacle deep in their anus’. After taking a moment for the mares to adjust to the new invader, the tentacle began matching the rhythm of the main one in their pussies, when the main one exited, the secondary thrust in and vice versa. The room was filled with lustful grunting sounds as the mares were fucked by their personal tentacles going in and out them. 

The ones for Echo and Pixel grew a few more. Two wrapped around Echo’s flared wings, massaging them gently while the tips pressed against the muscles between shoulders. The stimulus was very effective, causing Echo to cry out with bliss as her tongue lolled out of her mouth. Pixel’s was a singular tentacle, it traveled up and hovered over her horn. The tentacle opened at the tip and wrapped itself around her magical appendage. Pixel screamed with lust as the tentacle began sucking off her horn rapidly, coating it in warmth as her eyes rolled up, adopting the same blissed look Echo had. 

Api was becoming more and more aroused from hearing her friends’ cries, and watching them writhe in pleasure. She looked down at her own, watching it pump in and out of her pussy, spilling its shimmering fluid mixed with her own juices onto the wooden floor. The main tentacle sprouted another, smaller tentacle. This one aimed itself right for Api’s pussy. With a little worry, she watched the slender tentacle slip into her folds, feeling it wiggle around till it found its mark. The tentacle slowly drew out Api’s swollen love button, wrapping around it tightly, squeezing it, and jerking it off like a stallionhood. 

Api, Echo, and Pixel were all completely lost in a fog of lust and pleasure, the feeling of the tentacles all over their bodies, rutting them senseless, stimulating their erogenous zones, it all crashed down on them in wave after blissful wave. What they hadn’t noticed, or maybe they had, was that each of them was connected to the other. The tentacles not only gave them pleasure, but acted as conduits to transfer the pleasures of each of them. 

Echo could feel the stimulation to her clitoris, but at the same time felt the direct stimulus that Pixel was getting from her hornjob. Pixel’s back was tingling like crazy, sensing Echo’s stimulation from her wings and back being massaged, as well as Api’s clit getting jerked off. Api was treated to a double dose, the wing stimulation and the hornjob, all of them sharing in the others bliss, connected on an intimate level that they didn’t think was possible. The connection only made their climaxes draw nearer, each of them sensing how close they were. 

The tentacles were able to tell as well, making themselves rut the mares faster and harder than earlier. Pumping in and out of their holes with piston like motions, sucking off their teats and Pixel’s horn, coiling tighter around Echo’s wings, and jerking Api’s clit harder than before. It all coalesced into one giant, body shattering orgasm that made all three mares scream their lust into the night. The tentacles engorged themselves, releasing a flood of the shimmering fluid directly into their plotholes and marehoods, Pixel’s horn released a blast of magical essence that the tentacle greedily began sucking up. It wasn’t just one orgasm they were feeling, oh no, it was three at once, the combined pleasure of the three mares’ orgasms dulled their minds, blanking out everything but the sensation of cumming, being filled, and the pleasure of it all!

The tentacles jerked, sucked, and pumped for a good three minutes, prolonging their climaxes to their limits. Pixel, Api, and Echo all went limp, their bodies completely spent, the tentacles sensed the laxness of their targets and slowly withdrew from them, a stream of shimmering fluid poured from their pussies and anus’, coating their inner thighs and dribbling onto the floor. The extra tentacles all retreated back into the main ones, except the ones holding onto their legs. The tentacles laid Pixel down on her back first, followed by Echo, arranging her so that she rested on the taller mare’s shoulder. Api was brought down next, gently placed so that her head rested on Pixel’s chest, listening to the slowing heartbeat as if it were a lullaby, and with that, the remaining tentacles disappeared in a shimmer of sparkles. 

Pixel lazily opened her eyes, seeing her friends’ overjoyed, sleeping faces as they basked in their afterglow. Pixel strained herself, but managed to bring her left foreleg to drape over Api, and her right over Echo, bringing her best friends snuggling closer to her body, sharing in their warmth. 






(The Next Morning)


“You gave Pixel what?!” Apple Bloom exclaimed. 

“What? It was just a book,” said Sweetie Belle. 

“Yeah, a book that had a hundred different ways for mares to fuck!” Scootaloo shot back. 

“Actually it was more like a thousand and one ways…I got the deluxe version.”

Apple Bloom and Scootaloo face hoofed themselves loud enough for it to echo through the trees. 

The three former Cutie Mark Crusaders, worried about their daughters and that history repeated itself, woke up early that morning and headed off to their old clubhouse. They remembered, a long time ago, when they reached the age of eighteen and all three of them were well underway exploring and furthering their special talents. They wanted to have one last send off as the former CMC and had a slumber party in the clubhouse. Somehow or another, Truth or Dare turned into kissing and making out, making out became clopping to each other, and clopping to each other devolved into a full out threeway between them. 

Not that it wasn’t a fun experience and one that they wouldn’t mind trying again. But that was in the past, and now they each had husbands and children, daughters! What they did was one thing, but they didn’t want their children repeating what they did. 

“Seriously, was what we did really that bad?” Sweetie Belle asked a little hurt that her friends saw their experience in such a way. 

Apple Bloom and Scootaloo hung their heads low for a moment. 

“Well…no, no it wasn’t, it was great,” said Apple Bloom.

“Yeah, I mean I felt closer to you guys after that! Sure we didn’t get together like that, but I really didn’t feel like it was about just the sex! It felt like we just made our friendship closer, more intimate, like it really made me feel how much you guys cared about me, and how I cared about you,” said Scootaloo. 

Apple Bloom blushed, but smiled wide hearing Scootaloo say that about their experience years ago. Sweetie Belle just “d’awwwwwwed” and sidled close to Scootaloo, nuzzling her cheek and doing the same to Apple Bloom quickly after. 

“Don’t you dare tell Rainbow Dash I said something that mushy!” 

“Speakin’ of which, why the hay were you and Dash sleepin’ in the same bed?” Apple Bloom asked with a raised eyebrow. 

“Uh…Uh…”

“And why did it smell like sex? Like, really hot and heavy, scream your lungs out, ‘Oh Celestia don’t stop’, make me your mare, kind of sex?” Sweetie Belle asked with a sly smile. 

Scootaloo tried to hide her blushing face under her bangs, but her wings were betraying whatever she was attempting to hide. 

“I still love Rumble, y’know!” 

“Hey, we ain’t judgin’,” said Apple Bloom. 

“None of that from us! So, how good was it?! Was it weird having sex with Rainbow, I mean, since she’s practically like an older sister to you, would it be considered incest?” 

“Can we drop it and check on our daughters already!” 

Scootaloo flapped her wings, jumping ahead of her friends and keeping a brisk pace to stay ahead. Sweetie Belle and Apple Bloom giggled to each other, they never tired of teasing their pegasus friend, if only because they knew she’d do the same back to them eventually. 

After trotting through the orchard for some ought minutes, the three mares found their old clubhouse, sitting in the same tree it had always been in since they were foals. A strong since nostalgia struck them, the memories of their failed attempts at earning their cutie marks, the hardships they faced, the tests of their friendship, and eventually, their “graduation”. Not realizing it, all three mares huddled closer together, their sides touching as their memories of their old stomping grounds washed over them. 

Unfortunately they couldn’t enjoy the nostalgia for long, they needed to check on their daughters. Although their emotions were mixed, part of them, the motherly part, was hoping that they didn’t, while at the same time, the part of them that were mares and friends hoped that they did. 

Thankfully, between Apple Bloom and Golden Delicious, the treehouse was maintained very well, even their combined weight didn’t make the boards squeak, allowing them to stealthily make their way up the ramp and to the open window. The stench of sex hit them all immediately, a clear indication that their daughters did in fact do the do. With a collective sigh, Apple Bloom, Sweetie Belle, and Scootaloo peeked into the window, hoping that they weren’t in the middle of something. Seeing their daughters having sex was the absolute last thing they needed to see.

But when they looked inside, their hearts melted. Echo and Api were snuggled up against Pixel, the taller mare holding them close to her. The book that Sweetie had given her daughter rested in a corner along with the rest of their stuff. The sense of nostalgia really hit the three mares now, their minds replacing the sleeping bodies with their own. 

“Last I remember, it was me and Apple Bloom who were snuggling you at the end,” whispered Sweetie Belle, lightly jabbing her elbow into Scootaloo. 

“Shut up,” said Scootaloo playfully. 

“Ya know, Ah’m alright with this. Ah really am.” 

“Told you guys we had nothing to worry about.”

The three former Crusaders quietly left the treehouse, taking a glance back before continuing on. 

“So what now? I really didn’t have anything planned for today,” said Scootaloo. 

“Me neither, Ah was too worried about ‘em to really think of any projects that needed doin’,” said Apple Bloom. 

“Weeeellllll…I know of one project that needs ‘doing’,” said Sweetie Belle seductively.  

She brushed her tail against both Scootaloo’s and Apple Bloom’s flanks, causing both mares to freeze where they stood and blush from the intimate contact. Sweetie Belle continued walking forward, but then stopped to glance at both her friends, half lidded, from over her shoulder. She then swished her tail up, giving both mares a look at her marehood. Twin gulps could be heard in the silence of the orchard as both Scootaloo and Apple Bloom looked between each other. 

“For old times’ sake.”
> Golden Delicious x Crème de la Crème 
> --------------------------------------------------------------------------

Del just could not get that incident out of his mind, no matter how much he wanted to, or didn’t want to, who knew? The subconscious could be a real bitch sometimes. Point being, he couldn’t forget what he felt that day his Canterlot friend, Crème de la Crème, came to visit his family’s farm to sample country life. It wasn’t like Del planned to touch them, it just happened! One minute he’s walking over to Crème, the next, he’s tripping and finds his hands grabbing onto her – rather impressive – breasts. He pulled away as fast as gentlemanly possible of course, but his hands, his hands never forgot the feeling of those plump squishy yet firm orbs. 

Even now as the young farmer hefted the basket of apples to the apple cellar, he couldn’t get it out of his mind, and that was three days ago! Okay, Crème was hot, he admitted that, ‘course, being the daughter of a famous fashion model and inheriting her svelte figure, long legs, enchanting smile, and her soft flowing hair…yeah, she was supermodel hot. 

But of anything, besides her looks, Del really liked how she wasn’t stuck up or snobby like some of the Canterlot nobles, she was very happy and carefree, kind and considerate, and just generally a nice person to be around. Most girls her age would shy away or find life on a farm below contempt, but Crème embraced it, was fascinated with it, and even went as far as to come down from Canterlot to spend time on said farm. ‘Course, the first time this happened Starburst was around, for some reason or another, the two girls didn’t quite get along well. 

Anyway, Crème made it a thing to come and spend some time on Del’s family farm, this time being the longest, a full seven days. It was great since she didn’t get to spend that much time with Crème besides when he catered in Canterlot or actually visited, so it was a welcome change. But now, after said incident with his accidental groping, Del was finding harder and harder to be around Crème. 

Whenever they were out in the orchards, Del’s eyes would unconsciously travel towards her breasts, like right now. Crème was busy trying to reach for an apple on a lower hanging branch, her sweaty body made her tank top clink to her chest, giving him a nearly transparent view of her bust, which he estimated at a D-cup at the very least. 
Del suddenly felt his pants growing tighter and when he realized he was getting a boner, Del quickly hunched over and covered himself. Unfortunately this did not go unnoticed by Crème as she finally managed to snag the elusive apple. 

“Del are you alright?” Crème asked. 

“Fine! Just fine, Crème!” Del quickly answered. 

“Well, you don’t look fine…Did you by chance hurt yourself in a private place?” 

“Uh…Uh…YEAH! Ah-Ah did! Oh-ouch! Ah think…Ah hit myself…on a low hangin’ branch…”

Crème clasped her hands over her mouth as she gasped in shock. “Oh no, Del! Do you need help?! I could…Oh…I don’t…Maybe we should go back to your house, I could help you walk there?!”

“No-no-no-no! Ah’ll be alright, really! Ah just need a few minutes, you go on ahead, Ah’ll catch up!” Del urged. 

“Are you sure…? You look like you’re in a lot of pain there.”

Not the kind of pain ya might be thinkin’ of Crème… 

Del nodded vigorously. “Yeah, go ahead, plus it’s kinda embarrassin’ to have a girl around when Ah’m like this!”

Crème still looked unsure, but conceded to Del on this, trusting the experienced farmer at his word. She then moved further down the rows of apple trees, checking the baskets and picking some of the apples that hadn’t fallen on their own yet. Once Crème was far enough away, Del uncrossed his legs and let out a relieved sigh, the fear of being caught having killed his boner. 

“Of all the things Ah didn’t need or want Crème to see, is seein’ me gettin’ hard because Ah was…was…”

“Was what, Cuz?”

“GAH!”

Del jumped nearly twenty feet into the air, but really only jumping forward about ten feet. He then spun around and looked at the familiar voice’s origin. Api was standing behind the tree, arms behind her back as she gave Del her best impersonation of a Cheshire cat grin. 

“Api, ya scared the horse manure out of me!”

The little redhead giggled. “Sorry, couldn’t help but notice what was goin’ on over here.”

Del raised an eyebrow at that. “And what exactly did you think was goin’ on?”

“Oh, only that you were gettin’ all hot and bothered about squisin’ Crème’s breasts is all, and that ya had a snake wigglin’ in your pants.”

The freckled faced farmer went beet red at what his little cousin just said, eye twitching as his brain worked to register the words that came out of the youngest apple’s mouth. 

“Api! What – Ah – Where the – what?!”

Api let out a sigh and gave her older cousin a deadpan expression. 

“Ma told me about these things, just like Aunt Applejack told you, and how Uncle Big Mac told June. We live on a farm, remember, we’re goin’ to see animals ruttin’ and stuff, kinda need to know about stuff like that if we want help out with birthin’ a calf or a foal.”

Del opened and closed his mouth several times, but every scold he had prepared died in his throat before it was uttered. He couldn’t very well deny it, his mother did in fact give him the “Birds ‘n the Bees” talk when he was about Api’s age, as a way to explain why the animals would start acting strange during mating seasons. 

Of course she gave a somewhat milder version of this when it came to other humans, but after a bit, the blanks filled in on their own. Del didn’t know if he should be impressed that his little cousin caught was sharper than he gave her credit for, or if this was something that could be a problem later on when she was older……He took a chance on the former. 

“Okay…so what if Ah was gettin’ hot and bothered about it? Ah’m a guy, it happens…” 

“That means ya like her right?” Api asked with a knowing tone. 

“‘Course Ah like her, she’s a good friend.”

“Ugh!” Api face palmed herself. “No, Ah mean do ya like-like her?!”

“Oh…That’s, uh, complicated Api,” said Del as he rubbed the back of his head. 

“Ah don’t get it, ya like her, she likes you, just take her to the barn and get it over with already so y’all can get hitched!” 

And there was the eye twitch again. “First: We’re goin’ to have a long talk about where you heard that. Second: Who said anythin’ about gettin’ hitched?!”

“Well why not?!” Api asked while throwing her arms in the air. 

“Because it ain’t like Ah really have anythin’ to offer her, Ah’ll Ah do is do some caterin’, cook, and work on the farm, not exactly somethin’ that a high class gal like Crème would be interested in givin’ up the high life for.”

Api ran her palm over her face in frustration. “Ah swear, you and June are stubborn as mules when it comes to stuff like this! At least she’s got somethin’ of an excuse, the Prince’s all the way in the Crystal Empire, so it ain’t like she can see him that often! You, Crème’s only a train ride away, and she wants to come here and spend time on the farm! Think about that!”

With her argument finished, Api walked away from Del, leaving him to ponder her words.Del was dumbfounded by Api’s level of maturity in grasping this situation. But she did have a point, Crème did like visiting Sweet Apple Acres, but there was a big difference between wanting to stay and visit a place and actually living there. 

Then again he could move up to Canterlot, but then there was the obstacle of her parents, whether or not they would approve of her dating or even marrying someone like himself. They were good people, especially during the times he met with them, and from what Mrs. Rarity told him about Mr. Fancypants and Mrs. Fleur de Lis. But maybe that would only accept him as a friend of Crème’s, and not a potential son-in-law… 

Api watched from a distance, seeing her older cousin do as she said, she could practically see the gears grinding in his head. But the young apple knew it would take a bit of prodding to get those two together, Valiant Heart and June were already a handful, Starburst even more so, Candy, more or less, but Del and this Crème gal had something, Api knew it, even more so when she tripped Del and inadvertently made him grope Crème’s breasts a little. 

Still, she needed something, anything to get those two alone together, something awkward, yet in a private enough setting that no one would bother them. That’s when the idea popped into the redhead’s mind. She hurriedly weaved her way between the trees, making her way right for Crème. 

She tapped the tall woman’s leg when she was close, making her look down on Api with a smile. 

“Hi Api!”

“Hey Crème, listen, there’s somethin’ Ah need to tell ya,” said Api with mock seriousness.

Crème blinked at the tone in the little girl’s voice. “Oh, okay, well what is it?”

“It’s about Del, there’s somethin’ that we do here. It’s uh…tradition…? Yeah! It’s a tradition of the Apple Family between really good – boy and girl – friends of the family! And Del’s a little shy about askin’ ya, ‘cause he don’t want to appear rude and all, and ‘cause he cares about ya.”

Crème felt her heart flutter for a second, glancing at Del from where she stood as she took in Api’s words. She didn’t know that Del thought so highly of their friendship and closeness that he was embarrassed to even ask her to partake in a tradition. But she wasn’t going to let him down, he was kind enough to put up with her clumsiness and often times airheaded moments, and even going so far as to let her come and hang around their farm. She didn’t want to be an inconvenience and she didn’t want to offend the generous family. So, with a firm nod, and steeled conviction, Crème lowered herself till she was eye level with Api. 

“I promise Api, I’ll do what I can!”

“Great now listen closely…”

Api motioned for Crème to come closer, whispering into the older girl’s ear. Crème’s face contorted in concentration and seriousness, but then it shifted dramatically to one of disbelief, brief shock, and then finally her cheeks went red. 

“B-B-B-But…I…Api, that’s…that’s a little personal…! I mean…Oh…”

“It’s alright if ya don’t want to, Del thought it might be a little too personal, but he understands if ya don’t. Ah’ll go and tell him.” 

As Api turned around to walk towards Del she felt Crème’s hand quickly, yet gently, grab onto her shoulder, making the young redhead stop. 

“Wait…I’ll…I’ll do it!”





The summer made for warm nights, and hotter days, still, it was a good morning nonetheless. Well, all good except for the morning wood Del found himself sporting when he woke up. Last night he remembered dreaming about Crème pole dancing for some reason, her long slender legs, wrapping themselves around the metal rod as she ground her body against it, and of course, as all such dreams tend to do, she was about to start stripping when the sound of a rooster crowing woke him up. So ironically, a cock prevented him from having a wet dream. Del heard the rooster crowing again, as if laughing at him, finding some sick pleasure in stopping what could’ve turned into a wet dream, and possibly relieve him of this tent in his boxers. 

Chanticleer fried chicken, has a nice ring to it, thought Del. 

Now Del had to do one of two things. He could either take care of business himself or wait until it goes down on its own. However before he could choose either option, Del heard someone knocking at his door. 

“Who is it?” Del asked. 

“I-It’s Crème.”

CRÈME!

Del stumbled out of his bed, tripping over himself as he scrambled to the door, not wanting Crème to open it and see his manhood standing at attention. He opened the door, just a crack, only allowing him to see her face. 

“Mornin’ Crème …s-somethin’ ya need?”

Crème looked away nervously, her cheeks tinted red as she twiddled her thumbs. “Um…C-Could I come in first?”

“Uh…” Del moved back a little and looked down at himself. “Um…now may not be the best time, Crème.”

“Please Del, it’s important…!”

Crème sounded serious, Del didn’t know why though. Well, one thing was for sure. Some boxers and pants weren’t going to hide his erection, so he did the next best thing. Del ran back to his bed and covered his lower half, bunching the blankets around his lab. 

“Y-You can come in now!” 

Crème opened the door to his room, and Del blushed. She was wearing a loose fitting tank top, not unlike the one she was wearing in the orchards, and a pair of gray sleep shorts. Crème closed the door behind her, letting out a sigh as she did. She then walked a few steps before stopping a foot away from Del’s bed. 

“Crème …?”

“Um…Del there’s something I need to say to you before anything else.” Crème took a few calming breaths to center herself before speaking again. “For a long time now, I’ve really treasured our friendship! I have a lot friends in Canterlot, but, none of them are like you. You’re honest and kind, you aspire for great things, you have a deep bond with your family, and how you always act so politely around others, even when you know somebody’s acting like a jackass – pardon my French – you keep a calm and stoic attitude about it. 

And…I really like how you accept me for me. I know I can be a little uncoordinated, ditzy, and excitable sometimes, but you never found me annoying or bothersome, you just accepted that as part of who I am! Clumsiness and all! And I really want to show you how much I value our bond, so…that’s why I…why I came here, Del.”

Del didn’t know what to say, she was truly speaking from the heart. 

“Came here for what, Crème?”

“For…For…skinship.”

Del paused. “‘Cuse me?”

“Api told me about a certain tradition between male members of the Apple Family, and close female friends of those members. A sort of skinship whereby…let’s see…how did she say it? Oh yes! ‘Whereby the gals and the guys let each other explore their bodies to further strengthen their bond’, that’s what she said.” 

Del’s mouth was hanging open, both in shock and disbelief that his little cousin, Api Apple, had more or less just schemed to get Crème in his room, and convince her that this was indeed a thing. 

“So…Um…H-How did you want to start, Del?” Crème asked. 

The farmer shook his head to snap himself out of his stupor. “C- Crème, that’s – Ah mean – You really, really don’t have to do this!”

“No, I can’t do that to you or your family! You’ve all been so kind as to allow me to come back repeatedly to spend time on your wonderful farm and stay in your home! I don’t want to offend your family or you Del, so I don’t mind…and, also, I-I trust you.” Crème added, looking away for a moment with a blushing face. 

Del was at a crossroads, on the one hand he could totally run with this and get to feel up Crème’s body. Making his fantasy come true and maybe more. On the other, this would be a complete abuse of that trust, if Crème told his mother about this…oh there would be hell to pay. Del would rather spend a thousand years banished to the moon than face his mother’s wrath, not to mention Starburst’s when she found out, although Crème and Star didn’t exactly get along that well, she’d still kick his ass for abusing that trust, or better yet, probably accuse him of feeling her up every time she burned herself out and passed out. Oh Star would be on the next train, sword in hand too. Oh, and let’s not forget Red June, oh-ho no let’s not. She, the inheritor of her father’s strength, would most likely curb stomp in groin hard enough to make a crater. 

So many ways to die, none of them, he doubted, would be swift. He had to stop this now, he had to, or else he’d die! But what was he going to say?! “Oh Crème, Api was just joking around!” that could work. 

Although Crème did just more or less bare her soul to him, she’d be embarrassed and possibly never be able to look him in the eye, or worse, not come back and wish not to see him. Oh that was another scenario, she could think that Del was a deviant of some sort, or that their family was like that, and could just outright never associate with any of them ever again. 

Crème was thinking of something else entirely though. She watched as Del sat there in his bed, having kept silent for almost a minute. Crème was nervous about this whole thing, letting Del, a boy, a boy two years younger than her, explore her body and she in turn do the same, it was more than a little embarrassing. What if there was something about her body that Del didn’t like? What if she botched something up? Touched him someplace she wasn’t supposed to? Were there other things that she needed to know before starting? Was she supposed to make the first move or was Del? So many questions and no answers from, possibly, the one source who would know. 

But then again, Api said Del was embarrassed to ask me to do this. Maybe he’s just surprised that I agreed, never thinking I would, and now is at a loss at what to do next? In that case this must be all the more embarrassing and awkward for him! Come now Crème, think! You have to show Del that you’re really alright with this! But how…? Crème hugged herself as she thought, and that’s when she looked down and got an idea. That’s it!       

Crème got closer, gently sitting on the edge of Del’s bed, slightly startling him. “D-Del, I think I know a way for us to start, if you don’t mind me making a suggestion?”

Del tensed up. “Um…Ah guess it’s okay.”

“Well…I didn’t want to say anything, but a couple of days ago, when you tripped. You kind of grabbed my breasts…”

“Ah am so sorry about that–!”

“It’s fine! I wasn’t angry, and I know you’re not the type of guy who would just do something like that out of nowhere!” Crème quickly interjected. “If you want…we could um…do that…touching I mean!”

Del couldn’t deny, his hands still had the phantom sensation of Crème’s breasts imprinted onto them. But was this really okay? 

So long as Ah do nothin’ else then Ah guess it is, right? Well here goes nothin’…

“Ah guess that would be alright, so long as you’re comfortable with it,” said Del. 

Crème seemed to visibly relax, maybe because she was glad that he didn’t ask her for anything outrageous? Regardless, Crème nodded her agreement and moved her hands to the hem of her tank top, prompting Del to splutter at watching the young woman’s shirt rise and stop just below her bra line, if she was wearing one that is. 

“What’s wrong?” Crème asked. “Am I not supposed to take off my shirt?”

Del mentally face palmed himself. “Skinship”, meaning his bare hands touching her bare body, and vice versa. He noted that he had to keep reactions like that down to a minimal. 

“N-No, sorry, it’s just…this would be the first time Ah’ve seen a girls um…bare chest,” said Del. 

Crème blushed a little harder at hearing that information. “Oh, well then, before I do, I just want you know that, if there’s anything wrong with them, I’m sorry in advance!”

The blue eyed girl pulled her shirt off completely, revealing her bountiful bosom to Del. Crème’s first instinct was to cover herself with her arms, but she had to restrain herself from doing that. This was about strengthening their bond as friends, and trust was a big part of that. If she couldn’t trust Del with looking at them, then there was no point in letting him touch them. Still, she kept her eyes shut, her blush deepening as Crème let herself be ogled. 

Del was speechless, Crème’s skin was flawless, her pink areolas and nipples stood out against her fair skin, and now unhidden from the clothing, Del could see just how big Crème’s breasts were. During his accidental grope, he could tell that they felt bigger than they looked, he figured Crème was one of those types that looked smaller when clothed, but without, wow. If he had to venture a guess, he estimated her at a D-cup, borderline double, almost the same size as Candy’s. 

The farmer gulped, feeling his throat dry a bit. She was really giving him permission to touch them, hold them. Del brought up his left hand, deciding to just use the one for now, he didn’t want to spook Crème by just grabbing with both hands. He gently placed his callused hand over her right breast. A jolt was sent through his hand and up his arm, and simultaneously, Crème felt a growing tingling sensation all over her body. It was like electricity flowing through their bodies from just a simple point of contact. 

“Y-You can, squeeze it…it’s alright.”

Del gulped again, the last time was an accident, and now, now he was going to intentionally grope her. Del gave her breast a light squeeze, his memory recalling the feeling instantly. 

“Squishy, yet firm.” He muttered under his breath. 

“D-Did you s-say something Del?” 

“No, nothin’!”

Del went back to his squeezing, he increased the pressure just a little. Her breast had some give, but only to a point before the firmness set in. He then adopted a massaging motion, kneading the breast in his hand. The tense look on Crème’s face lessened, but her blush was still prominent. She began letting out little moaning sounds, her shoulders slumped as well, telling Del that she was becoming relaxed with his ministrations. Del suddenly felt something stick out and touch the palm of his hand. He looked to Crème’s left breast and saw that her nipple was erect. 

Deciding to be bold, Del brought up his other hand and placed it over her left breast. She flinched at the new contact, but didn’t back away. Del continued his dual kneading of Crème’s breasts, each squeeze felt as if the palms of his hands were being given tiny jolts of electricity. He moved his thumbs to a better position, putting them directly over the nipples, he placed them on the tips and began maneuvering them as if they were tiny joysticks, eliciting a soft moan of pleasure from her lips. 

“M-More…” She moaned. 

Del didn’t know what else he could do. He didn’t want to be rougher and manhandle her breasts, the poor guy was already treading deep water as it was, and he didn’t want to mess anything up with Crème now. But then he got a bold idea. Steeling himself, Del removed his hand from her right breast and moved his face closer to it. 
Crème opened her eyes and gazed lazily down herself to Del, feeling his hot breath over her skin. Before she could ask what he was doing, Del opened his mouth and latched onto her tit. Crème let out a sharp gasp at the new sensations she was feeling. She felt Del’s tongue circle her areola, the tip of his tongue licking her nipple, giving it a few flicks, and then moving on to suckling, like a child nursing. Crème couldn’t hold back her voice, letting herself mewl in bliss and excitement from Del’s new tactic on her mammary. 

But Crème was becoming aware of something, at first she felt an uncomfortable itch between her legs when she took her top off and exposed her breasts. It got a little worse when Del began softly massaging them, and now, with his suckling and licking, that itch became a burning sensation. The statuesque young woman felt her arousal growing between her legs, her suspicions confirmed as her eyes traveled downward, noticing the dark wet spot around the crotch of her pajama shorts. 

Crème bit her lower lip, she didn’t know what do. The fire in her loins would only grow worse if not tended to, but on the other hand she was in the middle of an important tradition. She couldn’t very well ask Del to stop because she was getting aroused and needed to get herself off! But what if this skinship ritual, tradition thing was meant to be sexual in nature? Then was it okay to masturbate? Deciding that embarrassing herself was better than committing a faux pa, Crème focused herself enough to speak coherently. 

“D-Del…”

He stopped looking up at her with concern and a bit of dread on his part. “What’s wrong?! Did I go too far with what Ah was doin’?!”

“No-No, I…I didn’t want to mess this up, but…I’m getting a little aroused.”

Del’s eyes grew wide as they traveled down Crème’s flat stomach and locked onto the darkening spot between her legs. 

“I…I was wondering if…if you wouldn’t mind…if I ‘took care of myself’? You can keep going, but if that’s too weird I won’t…” 

Del could hear the almost desperate tone in her voice, he didn’t want Crème to be uncomfortable during this, so he nodded a “yes” to her. Relief washed over Crème, along with the realization that she had just asked permission from her friend to diddle herself during this important tradition. She made a note to face palm herself later. 

Crème leaned back, draping herself over his lap. Thankfully the blankets were doing a good job of keeping his erection from being felt by Crème, and from being bent at a wrong angle. Now that she was laid out on his lap, her chest completely exposed to him, Del lowered himself back down, switching to her left breast as he suckled and licked it. Crème let herself adjust to the new position, once situated, she wasted no time in moving her right hand under the waistband of her shorts, traveling further south tell her hand reached its destination. 

To her surprise, she was wetter than she thought. Crème couldn’t believe that she had gotten this aroused. Remembering to chastise herself later, she began her work. Running her middle finger in circles around her vulva, rubbing her slick pussy with up and down teasingly. Crème used her index and ring fingers to part her labia, exposing the entrance to her love tunnel. She placed the tip of her middle finger at the entrance, and, with greater ease than she was prepared for, plunged her middle finger all the way to the knuckle. The sudden entry made Crème arch her back slightly, letting out a sharp cry of ecstasy. She wasn’t prepared for how easily her finger would slide in, she knew she was practically sopping wet, but this was the first time she was able to get it in this far without a bit of work. 

Regardless, Crème began moving her finger in and out of her moist hole. Feeling how easily she was able to slide back and forth, Crème thrust into herself faster. Seeing how easily she got one in, Crème dared to push in her index finger alongside it, pumping both fingers in and out of herself with wanton abandon. She made no attempt to hide her voice, crying out in bliss from the combined efforts of Del’s ministrations and her fingering her pussy. Crème’s hips bucked at her own efforts, feeling the approach of her climax. 

“R-Rougher…Del…!” Crème gasped. 

Del heard those words, paused, and then did as he was asked. He sucked Crème’s tit harder, almost as if he were trying to get something out of it, his left hand squeezed and kneaded her right harder and faster than earlier. Crème was close, oh she was so close. Del could hear it in the rate of her rapid, shallow breaths, the increased volume of the sounds of ecstasy coming from her mouth with each passing second!

Crème need one last push to send her over the edge, so she curled her fingers back inside herself, giving her G-spot some attention. That served to be the final push as the dam burst, Crème throwing her head back as she cried out her orgasm, releasing her feminine fluids onto her hand and making the wet spot grow bigger and bigger till some of it flowed down her inner thighs. Del kept going, not stopping as Crème’s orgasm continued, watching with arousal as she bucked her hips forward, and watching the tent in her shorts continue to move as she diddled herself through it all. 

After a minute, Crème went lax and Del stopped. She was panting hard, her chest rising and falling rapidly. He watched as Crème lazily dragged her hand out from between her legs and rest it on her stomach, seeing the remnants of her climax still on it. Del looked on her shorts, for lack of a better word, they were ruined. The cotton fiber of the shorts having absorbed her cum, making the gray shorts turn a darker shade that encompassed her inner thighs and crotch. Del looked back to Crème, seeing she had a smile on her face. Only now did he understand what the meaning of afterglow meant, after her climax, somehow, Crème appeared more…well, more beautiful, her smile and even the look in her eyes was a bit brighter. 

“T-Thank you…Del.” Crème panted. 

“N-No problem! So long as you’re alright.”

“I…I feel better than alright!” Crème slowly got up and flashed a bigger smile. “I feel great!”

Crème stood up, her legs still wobbly from post-orgasm. She managed to right herself and took a step away from the bed, she examined her shorts, lamenting that she’s most likely going to have to throw them out. The Apple’s didn’t have a washing machine, and there was no way she was going to hide them until she could get to one, the smell would definitely be noticed after a while. So reluctantly, Crème gripped the waistband and pulled them down, bending over and giving Del a full, unobscured view of her ass. Crème came back up, holding the ruined shorts in her right hand. 

“Well, won’t be using those again.”

“Sorry about that?”

“Oh don’t worry, it’s wasn’t like it was one of my expensive lingerie, so it’s alright!” Crème let the soiled drawers fall to the fall, she stood there, although the embarrassment was still there, it was a little less awkward than earlier. “Well…this is all of me, I guess!”

Del gulped. Seeing Crème fully naked for the first time was…hot! In what fantasies he did have, nothing compared to what stood before him now. 

“So…am I supposed to do something next or did you want me to sit back down?” Crème asked. 

Del was conflicted yet again, despite what just happened, there was still time for him to end this right now and find some way to keep Crème from ever telling his mother or their friends about this. 

“Oh that reminds me, can I see you too?”

Aaaaaaaaand there it goes right out the window – wait what?

“Pardon?” Del asked. 

“Well…I’ve already seen you without a shirt on when we’ve worked in the orchards. I just thought, maybe it was okay for me to see that part you. The lower parts, that is? Is that too much?” Crème asked innocently. 

If Ah say yes Ah’ll be showin’ her my boner, if Ah say no Ah’ll look like a complete jackass since she was brave enough to stand there naked in front of me! Damned if Ah do, damned if Ah don’t.

“Crème, before Ah do that. Ah should warn ya that Ah’m at full mast down here.”

Blink. 

“Ah’m salutin’ the captain?”

Blink. 

“Brandishin’ my sword?”

Blink.

“Meh fifth leg’s danglin’?”

Blink.

“Pitching a tent?”

Blink.

Del groaned inwardly, all his metaphors were going right over her head. But he’d be damned if that clueless look on her face wasn’t a-freakin’-dorable. 

“Ah’m erect, under the blankets.” 

“Oh? Oh. OH! Oh…was that because of me, and what I did earlier?” 

“A little of that, but it was like that before ya came in.”

There was a slight twinkle in Crème’s eye that Del noticed. He wasn’t sure why it was there though. 

“Del, if you don’t think it too forward of me, could you…show me?” Crème asked. 

Biting his lower lip, Del found himself in the same quagmire as earlier, but at this point, Crème was naked, it would be bad if he wasn’t naked as well. 

“A-Alright.”

Del reached under the blankets, with Crème watching and wondering what he was doing under there. After a minute, Del took a deep breath and slowly moved the blankets off his lap and let them slide down onto the floor. Crème moved closer, her eyes transfixed on Del’s member. She got on her knees at the foot of his bed, getting a closer look at farmer’s phallus. Del already felt his face burning red from having a girl, let alone Crème, be that close to his penis. 

Now Crème had heard her friends tell stereotypical jokes about guys in the country being hung like a horse, personally she stayed away from stuff like that. Finding it a bit offensive to think that of every guy who lived out in the country. But right now, those jokes kind of pertained to what she was seeing in front of her. Her mind was already running down the numbers of how big he was, mentally sizing his dick in length and width. 

Length is approximately 71/2 inches, with an estimated width of 3 maybe 41/2 inches! 

Crème gently stuck out her right index finger, touching it a little. Del tensed from the sensation of having someone else touch his dick besides himself. The reaction was not lost on Crème as she spotted a little bit of pre-cum seep out of the tip. 

“So this is what the real thing looks like! It really is different from seeing it in a magazine or just imagining!” 

“M-Magazine?” Del asked. 

Crème pulled back, her face red again. “Oh, yes, sometimes I…when I want to relieve myself, I use magazines, with pictures of guys who are prostrating their genitals. And sometimes I just fantasize…”

“Oh, ahem, nothin’ wrong with that, Ah mean, guys do the same thing – but with girls!” Del added quickly. 

“It looks a little painful, and you said you’ve been like this since this morning?” Del nodded. “Oh dear…It seems I wasn’t the only one who needed ‘tending to’!” 

Del chuckled nervously.

“Well, since you were kind enough to let me relieve myself during the skinship, I think it’s only fair that I do the same for you,” said Crème. 

Del once again found himself at a loss for words. Like it wasn’t enough he was seeing Crème naked, saw her masturbate and cum, and played with her breasts, but now she was offering to “chop the morning wood”?! At this point, Del knew his luck would run out, but at the same time, he did really like Crème. So there was no holding back anymore. 

“Well…if ya want, could Ah, um, make a request?” Del asked sheepishly. 

“Of course, what is it?”

“Well – and yer free to say no to this – but, Ah was wonderin’ if ya could use yer breasts to do the trick?”

Crème blinked in confusion for a bit before the light bulb went off in her head. 

“Ah, I think I know what you mean! But, uh, I think you’ll need to sit on the edge of your bed for this to work.”

Crème stepped back, letting a nervous Golden Delicious swing his legs over the edge of his bed, putting himself into a sitting position. Del opened his legs as wide as he dared so that Crème could better access his member. The tall woman scooted herself closer and got down on her knees before Del’s dick. Luckily, she was just the right height, even while kneeling, to have his penis in position. Her head was level with his chin, and his penis was right in position. 

“I’ve never done anything quite like this, so…forgive me if I do something wrong.” 

“N-N-No problem, really, Ah just think all ya have to do is *gulp* press yer breasts together and put it between them, and then rub it up and down with ‘em.”

Crème seemed to grasp the concept, truthfully, even though she was embarrassed to admit it, such lewd thoughts did cross her mind from time to time. Canterlot high society could be stifling and a bit uptight and frustrating at times, which made her little private sessions all the more enjoyable. A simple way for her to relax, if you will. But she did wonder what it would be like, all of this, with a partner. Crème considered this a stroke of luck that this “skinship” thing seemed to be sexual in nature. 

Which makes sense, what better way to grow closer to a friend then by committing intimate acts together?

Crème could feel a slight trickle between her thighs, looking down at herself, she noticed that her pussy was getting wet again, even after her orgasm earlier. A thought came to her as she opened her legs just a bit. She put left hand down between them, playing with herself a little as she looked at Del’s erect dick. After a little bit, Crème brought her hand back up and began to coat the cleavage of her bountiful breasts, making them slick with her arousal. 

Del watched wide eyed as she did this, using her own secretions as a lube for what she was going to do. Once she was done, Crème looked up at Del with that same innocent smile she always had. 

“Are you ready?”

Del nodded. 

Taking a calming breath, Crème cupped her breasts in both hands, parting them. She leaned forward a little and then let her breasts naturally come back into position, with Del’s penis sandwiched right between them. Crème shivered at the warm sensation of Del’s dick, feeling a slight heat radiate from it and into both her fleshy orbs. Del was in much the same boat, only he had to grip the sheets hard, nearly wanting to cum right then and there from the softness that caressed his member. 

Once both got acclimated to each other, Crème began her work. She pressed her breasts closer together, squishing Del’s dick and nearly burying it till only the head poked between them. She stroked upwards with them, feeling Del’s shaft travel down between her till she felt the head near the bottom. Crème stopped and moved down, bringing the penis back into her cleavage till the head poked out again. She continued this motion, going up and down slowly, building a rhythm. 

Del leaned back a bit, using the palms of his hands to keep himself propped up. He watched as Crème’s breasts slid up and down his shaft, her slick juices from earlier and the increasing amount of his pre-cum serving to further lube the area between, allowing Crème to increase her pace with little friction. Once again Del felt the dual contrast of soft and firm as his dick was pressed between her dirty pillows. 

Crème moved faster and faster, bobbing her breasts up and down as the dirty sounds of her breasts slapping against Del’s dick rang out in her ears, almost as if spurring her on. She felt the member twitch, she then looked up and watched as Del’s face contorted. Crème figured he was probably close to cumming. With a brighter blush, and while Del was engrossed in the bliss, Crème opened her mouth, letting some of her saliva pass between her breasts and onto Del’s dick, further lubing it and covering it in her warm spittle. With increased fervor she jerked off Del faster, squeezing her breasts hard against it. 

“C-Crème Ah’m…Ah’m…!”

“It’s okay Del, go ahead!” 

Del grunted as his last ounce of will gave way. Crème pressed her breasts together just in time as Del let out spurt of after spurt of his thick seed. His hips began bucking against Crème’s breasts, humping them and coaxing more of his dick milk onto them. Crème held firm, feeling the sticky, thick substance coat her chest and watching in fascination as it bubbled up between her cleavages, and dribbled out below and onto her thighs. 

Del let out one last rope before letting himself fall back onto the bed, panting as he basked in the wonderful afterglow. Once she was sure he was done, Crème pulled back, allowing Del’s member to slip out from between her breasts. She released them so she could inspect the damage. Some of Del’s cum had managed to drip onto her thighs, some trickles were running down her stomach as well. But the majority of it clung at the center, coating the inner lining of her breasts with the still hot steamy seed. Thick strands connected her left tit to her right and vice versa, with a big glob of it resting there. 

Crème didn’t understand why, but the sight of this made her hornier than earlier. She had cum practically all over her chest, clinging to her. Her heart pounded in her chest as the burning desire returned in her loins yet again. She looked back to Del’s phallus and noticed that it was only half erect, not flaccid even after discharging such a large wad. 

“D-Del…?”

“Uh-huh?” Del asked lazily. 

“I…I want to-to do more…something even more intimate than what we just did.” Crème confessed. 

Del’s mind snapped back to its usual clarity, picking up on what she meant. He propped himself on his forearms and looked directly at Crème, prepared to talk her out of this. But when he did see her, his face reddened even more. The almost desperate look in her eyes, the heaving of her cum smeared chest, and the dripping of her juices onto the floorboards, made any attempt die right there. If Del thought Crème was hot, she just damn sexy right now, a mess and smelling of sex. 

“What did you have in mind?” he asked. 

Crème looked away bashfully for a moment, she tried a couple of times to tell him, but it seemed that she couldn’t bring herself to say the words. So, instead of telling, she showed. Crème got up and motioned for Del to do the same. Once the farmer was standing she sauntered over to the bed. She crawled onto the bed, on her hands and knees, repositioning herself so that her rear faced the foot of the bed. She lowered her upper body till it rested against the mattress, raising her rear into the air. 

Del had been on the farm long enough to know what this position meant, and apparently so did his penis, having stiffened up for a second round. Del walked around till he was at the foot of the bed, his eyes widening as he gazed upon Crème’s sopping wet sex, toned ass, and pink anus. She was waiting for him, wanting him to take her right here and now. Del felt conflicted yet again, she wanted him to fuck her, and he wasn’t sure he was ready for it. He didn’t have a condom for one, and he wasn’t sure, once he entered, if he could or would even want to pull out before he came. 

“D-Del…?” Crème asked in a wanting tone. 

“Crème are ya…are ya sure about this?” 

“Hmm-hmm.” 

Del made his choice, he didn’t care anymore. He did care about Crème, he loved her, and wanted to show her just how much. And somehow, if this got the message through to her, then maybe playing along with Api’s deception would be worth it. Del moved closer to the bed, getting on his knees and scooting himself closer to Crème, hearing the mattress squeak a bit from the added weight. 

Del got into position, putting one hand between Crème’s shoulder blades to convey his presence and not surprise her. He then grabbed hold of his member and positioned the tip right at her entrance. Del grit his teeth, feeling the wet labia and the heat coming from Crème’s sex. 

“Ah’m…Ah’m puttin’ it in now, you ready?” Del asked. 

Crème looked back behind and nodded a “yes”. 

Taking a deep breath, Del pushed forward slipping the tip right past her labia and into her love tunnel. Crème let out a small yelp, gripping the sheets. Del took hold of Crème’s rear in both hands to steady himself and to help ease his dick into her. Already he could feel the tight walls of her vagina begin to contract, contrarily pushing him out and drawing him in further. 

Crème breathed steadily and calmly throughout the process, noting just how different this was from using a toy. Feeling her walls stretch in order to accommodate his girth, the searing heat of his member as it plunged itself into the deepest parts of her. Her mind lost track of what this all was. Was this still skinship? When did she suddenly get so horny? And how did this turn into sex? Crème’s question seemed to pile up, but for some reason she did not care. This felt…right. Del, being inside of her, gently easing himself and not wantonly fucking her, it was something that a lover would do, making sure their partner was comfortable. 

But Del…he’s…he’s a dear friend not my…my lover…! Is it alright to think this?! Am I overanalyzing it all?! 

Crème took another glance behind herself. Del was slowly easing himself down onto her back, burying his dick to the hilt inside her. She felt his weight, it wasn’t stifling. It felt protective, loving almost. She then felt Del stroke her hair caringly, his green eyes looking directly into her blue sapphire eyes. 

“Are ya alright, Crème? Does it hurt?” 

Crème shook her head. “I’m alright. Del…is it…is it strange if I feel something else other than deep friendship with you?” 

“Crème…”

“Del…I…I don’t know if I can just be alright with just being friends, but I wouldn’t want to call this ‘friends with benefits’, I feel it goes deeper than just physical attraction…I – mmph!”

Del captured Crème’s lips in an intimate kiss. The high class woman melted into it, feeling Del prod at her lips with his tongue, asking for entry. She gladly opened her mouth and their tongues danced in each other’s mouths. When Del pulled away a strand of saliva connected them, with Crème smiling at the farmer. 

“Ah’m goin’ to start movin’ now.” 

“Go ahead,” said Crème dreamily. 

Del got up and held onto her ass again, while Crème pushed herself up on the palms of her hands, keeping her back straight. He pulled back till the head of his dick remained inside her, and then pushing back slowly all the way till his hips met hers. Del gently rocked his hips in long, slow thrusts, letting Crème adjust to his size and movements. With each hilting, Crème let out a soft moan of pleasure, sending a small jolt up her spine and making her shiver with delight. She whimpered when his dick left her vacant, but just as quickly cooed in bliss when it came back. 

“More…” Crème urged. 

Del obliged, increasing the speed of his thrusts. They were long but quick, drawing back and slamming into her pussy. Crème let out a cry of bliss from the hard fucking Del gave her, filling the room with the lewd sounds of wet slaps. The bed squeaked horribly as Del bottomed out again and again in Crème’s tight pussy, her juices further increasing his ease of sliding deeper into her. 

Crème panted and squealed in delight, her arms shaking from holding her upper body up so long. Finally she relented and let herself fall back onto the mattress. 

“Faster!” she pleaded. 

Del leaned forward, putting both arms on either side of Crème’s body. Drawing out about midway before thrusting into the tall young woman like a piston. Faster and faster he humped Crème, rutting her like an animal in heat! She continued to let out one loud moan after another, her tongue lolling out of her mouth as her eyes rolled upward. Del watched all this, grunting and panting like a wild beast as he fucked Crème’s pussy with vigorously. He could feel his orgasm getting closer, and from the increasing contractions of her inner walls, so was Crème. 

“Crème, Ah’m…Ah’m gonna cum!” Del warned. 

“It’s okay, you can cum inside me!”

“B-But…!” 

“Trust me Del! It’s fine! I promise!” 

Without another thought about the matter, Del gave three hard thrusts into Crème, burying his cock in her pussy on the third and cumming inside her! Crème let out a cry of pure bliss and ecstasy as she felt her vagina become filled with Del’s hot cum. She almost feared it would burn her from the inside out, but it felt so good she wouldn’t have cared. Even now she felt the thick seed fill up her insides, flowing into her womb. The combination sent Crème into her own orgasm, making her pussy contract tighter around Del’s dick as her own juices splashed over it, mixing with his creamy cum.  

Del couldn’t hold back, he barely tried at all. Letting out rope after rope of cum into Crème. He felt Crème’s walls tighten even more as she came, practically milking his penis of all the cum his balls could squeeze out. Del continued to hump against Crème’s hips, riding out the high of the orgasm and prolonging Crème’s at the same time. After a minute and a half Crème went lax, her legs no longer able to support herself. Del let her gently slip off his softening dick as she laid on the bed panting and heaving in pleasure. Her pussy began to dribble out the cum onto the sheets, with some still dripping onto her rear from Del’s dick. 

Del gently laid down on Crème’s right side, flopping down in exhaustion. Crème’s eyes opened, meeting Del’s eyes. Both the man and woman stared at each other for a long time, with Crème holding onto Del’s left hand with her right, smiling at him as she basked in their joint afterglow. 

“Crème.”

“Hmmm?”

“Ah…Ah just want ya to know, Ah’ll work hard for us both. And that Ah’ll marry ya!”

Crème’s face turned completely red. “D-Del, why are you saying that?! I mean…I don’t think that would be bad, but shouldn’t we wait for a bit…I mean, we just finished the skinship, maybe dating would be best first…!”

“But Crème – Ah just – you’ll be showin’ after a couple of months and Ah wouldn’t feel right gettin’ ya pregnant and not marryin’ ya!” 

Crème blinked. “Pregnant? Oh wait I forgot to tell you!” 

“Tell me what?” Del asked. 

“My Mother gave me these little special pills, they were made with magic and some sciency stuff I don’t really understand, but anyway, I take one every day and it prevents me from getting pregnant for twenty-four hours!” 

Del blanched at that, struck completely speechless. 

“I took one this morning before I came to see you. Actually, my Mother told me to take one for every day I spend down here with you in Ponyville. I never understood why, I don’t have to take them when I’m back home?”

Del’s eye began to twitch. Ah’m startin’ to wonder what Mrs. Fleur was thinkin’ was goin’ to happen while she was here……Exactly what just happened, that’s what.
  




After their little “skinship”, Del and Crème went out to go and grab a bite, and per Crème’s insistence, it was her treat. Crème and Del had walked arm and arm the whole way, the two of them having grown closer from their little activity earlier this morning. Luckily for Del, his mother and father were gone in the west orchard, June was with Claire, and Api was at school, so no one heard a thing, thankfully. Crème had said she might want to have more “skinship” activities, and maybe give dating a try. Del couldn’t argue with that, although this was built on a lie, he fully intended to sit her down and tell her the truth. But that could wait till later. 

As they neared the busier portion of Ponyville, Del spotted the little demon of schemes and deception, otherwise known as Api Apple. 

“Could you excuse me for a minute Crème, Ah’m just goin’ to go talk to Api right quick,” said Del. 

“Okay, I’ll see you inside,” said Crème happily as she entered Sugar Cube Corner. 

The brown and tan haired young man walked towards Api, her friends Echo and Pixel Bit on either side of her, talking about who knows what. Del stood right behind them, crossing his arms and looking down on them with an air of authority. 

“Api Apple!” 

Api tensed at the sound of her name, Echo and Pixel whipped around and saw Del standing there. They smiled nervously and waved a greeting to him. 

“Girls, Ah’d like to talk to Api, alone.” Stressing the last word. 

“Uh, no problem Del, we were just leaving! Right Echo?! Echo?!” Pixel Bit turned to her right and saw that Echo had ninja vanished. “Oh c’mon Echo, don’t pull that ninja-stealth-escape mess and leave me here!” 

Pixel ran like the wind, leaving Api behind to face the wrath of her older cousin. The young redhead turned around slowly, noticing the oppressive atmosphere around him. Her first instinct was to bail, and she followed it. But as she turned to run, Del quickly reached out and grabbed the youngest apple by her suspenders, hoisting her up to his eye level. She thrashed with everything she had, trying to get loose from the iron grip of her cousin. 

“Let me go Del!” 

“Nope.”

“All Ah have to do is unclip my suspenders and Ah’m outta here!” Api warned. 

“S’long as ya don’t mind runnin’ around town in yer underwear, go right ahead.” Del dared. 

Api could tell by the look in his eyes that Del meant it. So, it was either suffer the humiliation of running through town without any pants on in a mad dash to escape her cousin, or face the music. The running through town in her underwear was sounding better by the second. Unfortunately, she knew Del would just keep finding ways to keep hold of her, probably until she had nothing on and then, well, victory to Del. So with a defeated sigh, Api gave up her thrashing. 

“Fine…you win.”

“Darn right Ah do. Now yer gonna tell me why you went and told a big fat lie like that to Crème about that load of manure ‘skinship’ mess!” 

“Well…Ah just wanted you and Crème to be happy! Y’all both like each other, a lot even! But yer both too darn stubborn to say anythin’! So Ah just came up with that skin-whatever thing so maybe one of you would say or do somethin’!” Api confessed. 

“Api, y’know how Crème is, she’ll take pretty much what we’re sayin’ at face value! Which meant she took it seriously!” 

Api looked at her cousin with a confused expression as she dangled there in his grip. But after a few seconds, and the blush on his face to boot, Api crossed her arms in front of her and her signature shit-eating grin reappeared. 

“Ya guys did the thing, didn’t ya?”

“Nope.”

“Ya did the thing.”

“Nope.”

“Yep ya did.”

“Nope!” 

“Yer blushin’ like Nighty whenever Pixel says he’s cute.”

“…………”

“Ah thought so. And, what happened? Ya both like-like each other, right?” 

Del was loathed to admit it, he didn’t want to admit, he was furious at Api for setting that up, but in spite of all that, he couldn’t deny it. 

“……Yep.”

“Yeeeeehaw! Ah knew it!” Api cheered as she fist pumped in victory. 

“Fine, you were right, but don’t go pullin’ crazy stuff like that again! Else Ah’m goin’ straight to Aunt Apple Bloom about it!” Del threatened. 

“Yes sir…”

“Good.” Del lowered Api back down to the ground, afterwards he patted her head and smiled at her. “Now go on and play with yer friends, Ah’ll see ya later.”

Api watched as Del turned and began walking away. She quickly whipped out a little black book from the pocket in her suspender pants and opened it up. 



Api’s Shipping List:
Del x Crème  (check)
Prince Valiant x Red June (in progress)
Starburst x ??? (Del, Prism,)
Candy x Parry (???)



“DEL!!!”

Api looked up at the last second, watching her cousin get bowled over by Candy, both rolling around on the ground till she landed on top of the guy and pinned him down. Api quickly ducted behind barrel close to them and listened in on what was happening. 

“What’s this I’m hearing about a super-secret Apple Family friendship tradition that involves sexy fun times?!” 
Del’s eyes went wide with shock. “Who told –?!”

Crème appeared next to them, looking very apologetic. “I’m sorry Del, I didn’t know you and Candy haven’t performed the skinship…”

“Ooooh, that’s what it’s called. But what’s this about only being done between close friends?! We’ve known each other since were little kids! How come you never asked me to do this ‘skinship’ thing?!” Candy demanded, looking Del dead in the eye with her topaz eyes. 

Crème quickly put her hand on Candy’s shoulder, directing her attention away from Del. 

“Candy, it was Api who told me. Del was embarrassed about asking me, so she told me about it and I decided to do that with Del. He probably didn’t want to risk losing you as a friend if he asked.”

Candy’s fury lessened considerably as this new line of thought was submitted. “Oh…I never thought about that. I guess it would be a little embarrassing to do all that stuff when we were younger, but I’m older now! And you can play with my funbags all you want when we get started!” 

Api and Del’s minds both froze up. 

“Oh that’s a great idea Candy! Why don’t all three of us perform skinship later?”

“That sounds great! In fact, I know the perfect spot where no one will bother us and we can get as loud as we want!”

“Now hold on a minute–!” 

“It’s settled then!” Crème cheered. 

“C’mon Del!” Candy quickly stood up, her D-cup breasts juggling from the swiftness of her rise. “We’re going to have some skinship!”

Candy grabbed Del by his collar and, with the same inhuman strength as her mother, dragged the boy towards some apparently secret place that only she knew about. 

Api jumped out from behind the barrel, her little black book falling to the ground as she herself fell to her knees in shock and disbelief.

“No…Candy will ruin my plans! Ah can’t let this happen! Ah got three or four potential guys for her! She can’t be with Del, Crème’s with Del! They all three can’t be together! 
Can they…? Wait – NO – CANDY STOP!!!”

Api ran after them, her brilliant plan to ship her cousin and Crème together was about to be sabotaged by Candy.  
> Golden Delicious x Amber Lily  
> --------------------------------------------------------------------------

It was a nice day in Ponyville, and Golden Delicious was certainly enjoying it. He was in town today to gather fresh ingredients for dishes, since he never knew when he would be called on to cater an event, it was always better to keep a fresh stock of foods handy to ensure maximum taste in all the dishes he prepared. And worst case, he’d just use what he had to cook meals for his family, they certainly didn’t complain when he was in the kitchen. 

It was during his little shopping trip that Del was approached by one his friends. Annie had come up to him, waving him down as she smiled at him from across the market, and oddly enough Turquoise wasn’t with her. The one walking around with Annie was a young woman, just a few inches taller than her. She had a white miniskirt on, with a yellow tube top that hugged her well-endowed assists. Her eyes were a shimmering emerald, and her hair was like an amber-gold. This girl sauntered alongside Annie, both were definitely getting some looks from the guys, and some girls, in the crowd. 

Annie blushed a little when she heard some wolf whistles going off, but her friend only smiled and tossed her hair with flare, as if saying “Yeah, I know I’m hot.” Del himself tried to focus on just Annie, but the other girl was just really stunning, and a bit provocative too. Finally the two girls made it to Del, with Annie giving him a hug per her usual greeting.

“Hi Del!”

“Hey Annie, uh, who’s yer friend here?” Del asked. 

“Oh yeah, I forgot you two haven’t met yet! Golden Delicious, this is my best friend/big sister/partner-in-crime, Amber Lily!” 

Amber came up a little closer to Del, looking him up and down, which made the farmer a little nervous. Annie had often spoke of Amber Lily, Hot Head, and Lucky Star, the four of them used to be in the same Ponyville orphanage a long time ago, but now the three lived in Canterlot. Despite the distance, the way Annie told it, they were all still close. She had often remembered the times Annie spoke about a girl named Amber. About how she wasn’t afraid to “go there” with certain conversations, how she was pretty, liked to party, and was apparently very smart. Now that he was standing right in front of her, he was starting to see some of those things Annie spoke of. 

“So your Del, Annie’s introduced me to some of her friends in the past, Prism Bolt and Whirlwind mostly. But she never introduced me to you, gotta say though, you’re quite handsome,” said Amber. 

“Uh, ahem, thanks Miss Lily,” said Del. 

“Ugh, none of that ‘Miss Lily’ stuff, just Amber or Lil, I’m only nineteen, and you’re, what, about the same age?” 

“Actually, Del just turned twenty,” said Annie. 

“Oooh wow, and you have your own catering business already, very ambitious!” 

Del couldn’t help but feel a little pride swelling inside him, hearing that from a pretty girl like Amber was a bit of an ego boost, and seeing as how his mother, Applejack, was on the fence about the whole thing, every compliment helped. 

“Why don’t we sit somewhere and catch up a bit?” Amber suggested. 

Del and Annie nodded and the three of them headed to a little outdoor seating café. The two just ordered drinks and started talking a bit about each other. Del was surprised to find out that Amber had graduated from school at quite a young age, and was now working at a hospital in Canterlot as a nurse. Del had to admit, he was impressed. He wasn’t one for judging a book by its cover, even though the cover was very alluring, but he never wouldn’t have guessed Amber was a nurse of all things. It actually made him respect the young woman before him more so than earlier, it was nice seeing someone else who was doing something they liked and was just as ambitious about it. 

“Oh yeah, Del, did you know Amber has two kids!” 

Del spit out his drink, luckily Annie anticipated that reaction and summoned a small field of magic to keep them from getting hit. The apple farmer coughed a bit, trying to catch his breath as Annie giggled and Amber rolled her eyes with a playful smirk. 

“B-But you – Two kids?!” 

“Yep, their names are Hot Head and Lucky Star.” 

Del had to pause for a minute. The gears in his head turning to try and figure this out. Hot Head and Lucky were in the orphanage, and Amber was in the orphanage, and according to Amber and Annie the two boys were sixteen. 

“I’ll spare you the mental math, I adopted them.”

“You adopted them, but…wait, how is that even possible?” Del asked. 

“Yeah trust me, it’s a whole bunch of legalese crap that’s a big headache to go over. But simple answer, when I turned eighteen I became a legal adult, and because of that I had to leave the orphanage. Luckily I had a place bought and set up in Canterlot in advance, but…well…”

Annie decided to step in. “Amber couldn’t bear to leave the orphanage, not while knowing that Hot Head and Lucky would be there alone without her. So she adopted them both, and became their legal guardian! Apparently she was so happy she sparkled, literally, her hair and eyes sparkled like crystal!” 

Amber lightly elbowed Annie. “C’mon it’s embarrassing, but yeah, I’m their guardian. And I’m not going to lie, it’s kinda tough, a lot of people gave me grief about being able to provide for both of them and crap like that, but I really stuck it to them when I became a nurse! HA, take that!” 

Del was really starting to see another side to Amber, hardworking, caring, a bit showy with the way she’s dressed but, secretly, Del wasn’t complaining. 

“Well, Ah’m glad you’re doin’ alright, and Ah hope you can continue to do so,” said Del. 

“Thanks, and since we’re friends here – we are friends right?” Amber asked as she leaned on the table, her ample cleavage on display before Del. 

Del gulped. “Uh…yeah, ‘o course we are!”

“Good! ‘Cause I was going to ask you to come up to Canterlot and cater a party their having up there!”

“Amber,” said Annie in a warning tone. 

“Oh c’mon, it’ll be good for his business and Shutter Shades could really use some good food as his gigs!”

“Wait hold on, what’s goin’ on?” 

“There’s a guy I know, Shutter Shades, he’s a DJ at a popular night club in Canterlot. One of his caterers up and cancelled on him and now he doesn’t have any food for his club. He’s been looking for someone but hasn’t found anyone yet, but I know he’d appreciate someone helping out, and if he likes your stuff, maybe you’d get a prospective business partner out of it?! Either way, it’s a good experience and potential business for you Del. So what do you say?”

Del thought it over, true he could always use more business, catering Fancy Pants’ high society parties did always bring good business, but the tastes of the upper crust were sometimes picky. Now a night club would be a good testing grounds for some of his less than hoity toity foods, allowing him to branch out and really stretch his culinary muscles. Plus, that look Amber was giving him was really making it hard to say no. 

“Ah guess Ah could give it a shot,” said Del. 

“Yes!” Amber cheered. “I promise you won’t regret this! This calls for dessert, where’s that waiter!” 

Amber got up and went to go find said waiter. When she left, Annie sidled closer to Del to talk privately. 

“Del, I know Amber’s really pretty and kind of flirty, but please don’t let her talk you into something you don’t really want to do, it’s fine if you really don’t want to, she’ll understand.”

Del shook his head. “Ah won’t deny that Amber’s pretty, but Ah do really want to try and do this, who knows, it might be a good thing.” 

“Alright, I know she can be a little forward, so I was just making sure. Oh and by the way, she’s single!”

“Pffffffft!” That was the sound of Del spitting out his drink again. 






(Canterlot, two days later…)


Del had accepted the offer and was now in Canterlot. He had talked to the owner of the club, Shutter Shades, and the two were able to agree on a contract for Friday night. If all went well, then he’d consider hiring Del to cater more of his shows when he was in Canterlot. 

During this time, Del stayed with Amber and her two friends/sons/wards, Hot Head and Lucky. He decided to buy fresh ingredients for the entire thing so he headed to the Canterlot food market. Del had been there many times, so he knew who had what and at good prices. Hot Head and Lucky decided to help him out, seeing as he was one of Annie’s friends and was also cooking for them while he stayed over. His way of earning his keep even though Amber Lily had constantly told him that that wasn’t necessary. 
While staying in the house, Del was treated to Amber’s…less than shameful side. And by that I mean utterly and completely shameless, even though they had a guest living with them, Amber apparently didn’t see it any different than when Hot Head and Lucky were around. Whenever she got home from her job, she’d kick off her pants and start walking around in her panties. Del nearly had a nosebleed when he first saw Amber come downstairs in nothing but a very loose fitting t-shirt and a pair of yellow panties. 

Hot Head was happy to see that he wasn’t the only sane person in the house, and Amber apparently found it more fun to tease now that there was a new boy in the house. Del found that Lucky wasn’t at all fazed by the way Amber dressed in the house, even though she was their guardian, they were still teenage boys, and she was only three years older than them, still a teenager herself. 

“Just so you know dude, we’re not doing anything wrong in here! I swear, she’s been doing that since day one of us living here!” Hot Head confessed. 

“Hot Head do you have to make it sound like we’re doing nothing but having sex with Amber, and that she’s dressed like that to make it easier to jump her?” Lucky asked. 

“BRO, C’MON! Don’t make it sound all dirty and weird like that!”

“That’s pretty much how you made it sound.”

Del brought his hands up in a calming motion. “Guys Ah get ‘cha, Ah know that’s not what’s goin’ on here. But…if you really don’t like her doin’ that, maybe ya should tell her.” 

Lucky and Hot Head glanced at each other, the latter rubbing the back of his head nervously. 

“Well…I mean, I have, but…”

“Amber bought this home for her, and there’s no doubt she’d walk around in her underwear or naked since she would’ve lived alone. But then she adopted us, because she didn’t want us be alone and ‘cause, well, she cared too much about us. So we decided to let her do what she wants. If she wants to walk around naked or in her skivvies then that’s her prerogative, it’s her home and she brought us into it, the least we can do is let her be herself when she’s here.” 

Del was surprised to say the least. Even though it was awkward as all hell for Hot Head to see his big sister/mother figure like that on almost a daily basis, he sucked it up because he really cared about her. Del was starting to see that he truly didn’t know Amber Lily at all, the way Annie described her and saw her was the same way these two saw her, but at the same time she had a more risqué and shameless side that was a little questionable. Still, she cared enough to give these two a proper home, and was working hard to give them a future. Despite her eccentricities. 

“Hot Head, can ya go to the livin’ room and bring me the rest of the groceries?” Del asked. 

“Got it!” 

When Hot Head left, Lucky got closer to Del and spoke in a low tone of voice. 

“Del, you’re going to the club directly, right?” 

“Yeah.”

“You’ll be staying there ‘till they close up, right?” 

“Yeah…? What’re you gettin’ at Lucky?”

“Just that, no doubt Amber’s going with you and will be partying while she’s there. Hot Head and I won’t be able to go since we’re doing Guard training at the castle tonight, and most likely they’ll make us stay in the barracks until the next day. So could you do me a favor?” 

Del nodded. “Sure.”

“Look after her, please? She can get a little wild at those kinds of things and sometimes is…very affectionate towards random people while there. Hot Head and I usually go with her to make sure she can enjoy the party, and because guys tend to avoid her if they see us around. But since we’re not going to be there, and the club won’t allow anyone under eighteen, I want you to keep an eye on her. Make sure no one takes advantage of her.” 

His calm demeanor couldn’t hide it, Del could see the worry in Lucky’s eyes. 

“Ah promise ya, Ah will.” 






(Friday night…)


The music was loud, but catchy. The partygoers were numerous and ranged anywhere from eighteen, nineteen, and into their early twenties. And the blacklight of the club made everyone’s clothes shine a different shade of neon. All in all it was a vastly different setting than Del was used to. He usually catered Fancy Pants’ parties or helped Candy and her mother whenever they planned a big party, but this was an entirely different beast altogether. Still, it wasn’t bad. 

Nobody really touched the food at first, most of them went to the bar, and soon after they went to dancing to the music. After the first couple of rounds of songs they had built up enough of an appetite to flood his serving table. A chorus of “mmm’s” and “Damn this is good!” rang out from the partiers, making him glad he prepared so much, and relieved that it didn’t go waste making it in masse. 

Among those who visited the table, Amber was one such frequent patron. Mostly to talk and see how he was and sometimes picking something off from the finger foods. She was wearing a goldenrod yellow halter top, with a black, strapless bra on underneath. She also wore another short miniskirt, white like the last one, but this one seemed to flow better. 

When Del looked out into the dance floor, he would see Amber dance gracefully to the music, her skirt flipping up from the spins and wild movements she performed, granting most a brief glimpse of her black lace panties. Del had to avert his eyes a few times that happened, as attractive as Amber was, he knew his ma would be smacking him upside the head for peeping like that. 

Though it ain’t really peepin’ if she goes and flaunts it like that, thought Del. 

Del continued to keep an eye on her, at the same time making sure he was attending to his food service duties. He saw several guys dance with Amber, some even had their hands all over her during a few of the songs. Del knew some of the dances involved doing that, but that still didn’t stop him from clenching his fist and tightening his jaw. What really worried him was the flushed look on her face, he had kept watch over how much the young woman had to drink, and noticed that she might’ve been getting just a bit inebriated. 

Del wasn’t a stranger to alcohol, having had his first taste of it with his mother and uncle when he helped in making their famous hard cider. 
Finally midnight was rolling around and Shutter Shades was playing his last song of the night, once he was done, the club had turned on the normal lights as a way of saying the party was over and that the club was closing down. When most of the guests exited the club, Shutter Shades walked up to Del and patted him on the back. 

“That was great man, I think they were able to party harder because of your food, tasted good and really gave me an energy boost out there! ‘Cause let me tell ya, it ain’t easy DJing up there,” said Shades. 

“Ya looked like worked up a good sweat, if ya want Ah can wrap up some of the left overs into a doggie back for ya?” Del offered. 

“That’d be great, but I think you’d better head home.” Shades motioned with his head towards Amber, who was slumped over on the bar counter. “She may’ve partied too hard, and don’t worry about the cleanup, the morning crew will come and take care of that.” 

Del nodded and thanked Shades for his business. Del walked over to Amber, shaking her a bit to wake her up. 

“Amber, it’s time to head home.”

“Nnnnnnno! I-I want to party some more! Cater another club Del *hic*!” 

Del chuckled. “Ah can’t, everyone ate my food and there’s none left.” 

“Then make moooooooore…? Mmmmmmm…carry me home at least?” 

Del rolled his eyes, but complied. Del turned around and let Amber hop onto his back, he couldn’t help but blush when he felt Amber’s breasts push against his back, noting that they were bigger than he first realized. Amber then opened her legs and brought them to rest against Del’s waist and readied for him to hold onto her. Del reached back and made a seat with both his hands and let Amber scoot herself onto them. The farmer gulped when he felt her rear press against the palms of his hands. 

He had done this a couple of times with Candy, Crème, and even Starburst, of course Star was out those times he did so, otherwise she’d have kicked his ass for carrying her. But those times never made his heart race or his throat dry like now. Amber was beautiful, that he couldn’t deny, but he wasn’t sure how he felt about her. Certainly he felt something, his pounding heart told him as much. 

At the very least Ah should get to know her better.





Del was able to get the door to Amber’s house open, miraculously enough. He entered the home and let Amber onto her feet gently and quickly went to lock the door behind them. 

“Ugh…now I’m tired,” said Amber. 

“Need a hand gettin’ to yer room?” Del asked. 

“No I…I should be good – whoa!” 

Amber stumbled a bit and caught herself on the nearby couch, she tried to play it off with a chuckle, but Del just stood there, arms crossed and with a look that said “yeah right”. With a bit of a grumble, Amber let Del help her up the stairs. 

“That was a fun party,” said Amber. 

“Glad you were able to fun, but…” 

“But what?”

“Look, it ain’t none of my business, but Ah don’t think Hot Head and Lucky would’ve liked the way you were throwin’ yerself all over half the guys in that place,” said Del. 

“Hmmm, were you by chance jealous?” Amber asked. 

Del blushed a bit, but kept his expression the same. “No, just worried.”

“It’s not like I was doing anything wrong, they liked me, they were attractive, so why not?” 

“Because ya can give a fella the wrong kind of signals if you just let them feel ya up like that! Dancin’ is one thing, but some of them were hangin’ onto ya afterwords. What if they groped ya or somethin’?!”

Amber giggled. “Actually a couple of them did.”

“WHAT?!” Del shouted. 

“Ouch, tone it down!” 

“Sorry,” Del shook his head, “wait, no Ah’m not! Amber why didn’t you come and get me?!”

“It’s no big deal, they just groped my ass and breasts, not like we went and had sex on the dance floor or anything.” 

Del couldn’t believe he was hearing this, there was no way Amber was this shameless! Letting guys grope her body was a very big deal! Del stopped in the middle of the hallway and leaned her against the wall so he could look her in the eye. 

“Of course it’s a big deal! What if those guys took ya somewhere and raped ya or somethin’?! They’d think you were askin’ for it by lettin’ ‘em touch you!” 

Amber was too drunk and too tired to really care about what Del was saying. He didn’t understand, how could he? 

“Look, it’s not a big deal and I’ll prove it!” 

Amber reached out and grabbed Del’s left hand with her right, she then wrenched it forward and pressed it against her right breast. Del froze up. He could feel the warmth of her teat seep into his large palm, her equally large bosom jiggling slightly from Amber keeping it there. 

“Grope me,” said Amber. 

“W-W-What?!”

“Just grope me and you’ll see it’s no big deal.” Del still looked hesitant. “I’m not letting go until you squeeze it.”

Del was at war with his mind, all his life he had been taught to treat women with respect, courtesy, and to be chivalrous. Most of that came from how Applejack raised him, and equally instilled by his cousin Red June. But now this girl…this girl was telling him – practically ordering him to grope her. Was it wrong? It wasn’t like Amber was protesting, she wanted him to. But still, she was a little drunk, so her rational mind was probably not at full working capacity. Then again she seemed to have enough wherewithal to understand what she was asking him do. 

Del swallowed hard and gently began to curl his fingers. They sunk into her, a little give but soon the firmness came in. Amber released her hand from Del’s wrist and just kept her back against the wall, closing her eyes as she let him hold onto her breast. 

“Mmm, you’re a lot gentler than those other guys were,” said Amber in a low voice. 

Del gently pulled away, closing and clenching his hand again and again. But no matter what he did, it still felt like a hundred needles were lightly tickling the palm of his hand, a kind of phantom feeling of what he just touched. 

“See, no big deal right?” 

The farmer didn’t answer, he merely waited until Amber was ready to keep going. As Amber was being led back to her room, she couldn’t help but still feel the sensation of when Del held her breast, it wasn’t like when those other guys did it. They were a lot rougher, but Del was surprisingly very gentle. It felt nice, and kind of made her excited at the same time. Soon they entered her room, with Del helping Amber to sit down on the edge of her bed. 

“G’night Amber, Ah’ll see ya in the mornin’.”

“Was I really asking for it?” 

Del stopped and glanced back at Amber. “What?”

“Is that what you thought, that I was inviting those guys to have sex with me?” 

Del rubbed the back of his head in contemplation. He then walked over and sat beside Amber, hunching over and resting his forearms on his thighs. 

“Ah’m sorry about what Ah said…Ah was just lookin’ out for ya, Lucky was worried so Ah promised him Ah’d keep an eye on ya.” Del confessed. 

Amber laughed a little. “I thought as much…thank you.”

“Anytime Amber.” 

“Del…I’m going to ask you do to do something that you’re free to say no to.”

Del looked at Amber curiously but stayed seated. 

“Can you…touch me again?”

The apple farmer’s face went as red as the apples he picked. “W-Why?!”

Amber rubbed her right arm nervously. “It felt nice when you did it, not like those guys from the club…I guess I just want my last little thing of the night to be touched by someone I know, rather than a stranger as weird as that sounds. Again, you don’t have to if you don’t want to.” 

Del looked down at the floor, his face still hot with embarrassment. A lot of warning bells went off, she was drunk, and she sounded kind of vulnerable, all not very good things when a girl asks you to do something like that. Still, the look in her eyes was pleading. Swallowing a lump, Del nodded his head and answered her. 

“Ah-Ah guess that’s alright, if ya want that is.” 

Amber smiled, her heart feeling lighter for some reason. The young woman gripped the hem of her halter top and pulled it up, making Del back pedal away from her upon seeing Amber take off her clothes. 

“Wha-What are ya doin’?!”

“Well you didn’t think I was going to keep this on for that, did you?” 

“Yes!” 

“Oh, well, I don’t.” 

Amber pulled the top all the way off and let it fall to the floor, Del quickly closed his eyes and titled his head straight for the ceiling. Amber found it cute the he tried to show some modesty, but that wasn’t going to do. She reached behind her back and worked at the hook of her bra, after getting the last hook off she pulled it away and let the undergarment join the halter top on the floor. She sighed in relief, her chest no longer constrained by the lacey cloth, letting her generous D-cup breasts breathe. 

She glanced back at Del, who was still staring up at the ceiling with his eyes shut tight. Amber shook her head and then stood up, she walked over to him and placed her hands on her hips and looked up at the farm boy incredulously. 

“You know Del, it’s kind of hurtful that you won’t look at me.”

“B-But…you…not wearing…no shirt!”

“You’re starting to sound like Hot Head. Del, listen to me, I’m a woman, and as a woman it’s sometimes good to know that you have a body worth staring at. The fact that you’re not even bothering to take a peek is a little insulting, especially when I’m giving you permission to look.”

Del knew this probably was a load of horse shit, but he couldn’t deny that some of it did make weird sense. And besides, she was giving him permission to stare, to touch even! Del finally gave in, he lowered his head and angled it till he was staring down. He slowly opened his eyes and soon Amber came into focus. Her fleshy orbs jiggled slightly from her subtle movements, her pink areola and nipples contrasting nicely against her lightly tanned skin. 

Amber smirked from the growing red blush on Del’s face, she slowly reached out and grabbed hold of Del’s wrists. She guided him back towards the edge of the bed and sat him down on it, making him scoot back just a tad. Amber stepped back and reached for the hem of her skirt, Del saw this and was about to shut his eyes again. 

“Don’t close your eyes! Please…look at me.” 

Del did as she said, his mind still at war with his body. Amber pulled down on the skirt, bending over and letting her breasts swing freely back and forth. When she came back up, her skirt was around her ankles, stepping out of it, she kicked it off to the side. Now she was standing before Del, in nothing but her black lace panties. 

She sauntered over to the farmer and, much to his surprise, sat on his lap! Del went completely still, feeling her slender legs wrap around his midsection, and the feeling of her ass on his legs. Amber draped her arms over his shoulders, giving herself some stability. She was now just mere inches from him, smiling seductively from half-lidded emerald eyes. 

“You can start, Del.” 

Del nodded, the idea of speaking seeming to be an impossible thing at this point. The apple farmer brought his large hands up, sliding them between them. Del placed his hands on her tits and gently began squeezing them. Amber closed her eyes and allowed herself to delve into the sensation emanating from her chest. Del lightly squeezed them, but then moved into a massaging motion. Moving them up and around, kneading the flesh as if relaxing a sore and tight muscle. 

Amber began letting out sensual moans, her legs wrapped around Del tighter, and a growing heat began to build between her legs. Del continued his ministrations, kneading and squeezing on the squishy yet firm bosom of the beautiful girl sitting on his lap. Amber’s eyes opened slightly, feeling something push against her crotch. She looked down between them and knew exactly what it was. 

“Hmmm, looks like I’m not the only one enjoying this,” said Amber. 

Del bit his lip, he couldn’t believe he had popped a boner right now. Well he could believe it, what guy in his right mind wouldn’t, but still, he was hoping at least Amber didn’t notice. 

“It’s alright Del, not like it’s bad thing. It’s your body reacting naturally, no need to be embarrassed.”

“Sorry,” said Del. 

“And don’t apologize.” 

Del was about to say sorry again, but refrained from doing so. 

“You know, you can do a little more to them if you want, kinky or not.” 

Del wasn’t sure how far was too far, she was already letting him grope her. But the sounds that were coming out of her during the whole thing excited him, and he was starting to think of things that he kind of wanted to do with a girl but was afraid to. Not that he had ever “been with” a girl before. Del wrapped his left hand around Amber’s right breast, leaving the nipple exposed. He brought his head towards it and opened his mouth. He then brought it into his mouth and began lightly suckling from it. 

Amber threw her head back from wet and warm feeling of Del’s mouth, letting out a long moan of pleasure as he sucked her breast. She felt his tongue play with her nipple, flicking it back and forth, right and left. When he was done, the tip licked around the areola. Del did not neglect the other breast, using his thumb and index finger to gently tweak her nipple. 

All of this was making Amber’s head grow foggy with lust, for a while now, despite how flirty and provocatively she dressed, she was…afraid of having sex with someone. But right now, this foreplay – yes she was willing to call it that – was turning her on more than she had first anticipated. Amber had always thought if she did have sex, the guy she was with would just dive right in and start fucking her without much regard for her. But Del, the way he was pleasuring her, it made her feel…safe.

Without realizing it, or caring, Amber’s hips began to buck against the bulge in his pants. Del’s eyes went wide from feeling the brief contact of her crotch. Even through the pants, he felt something warm press against him. It wasn’t long before Amber started to grind herself against that bulge, her voice getting louder as she let out little grunts of effort. Del was definitely getting aroused, his body desperately wanted him to take out his dick and start rubbing it against that sweet spot between Amber’s legs. But he had to control himself, he couldn’t just let himself be controlled by his lust. Amber only wanted him to touch her and do this apparently. If she was in need of release then he’d let her. 

With that in mind, Del released her right breast and moved to the left, repeating the same technique he used on the other. Amber brought her hands to the back of Del’s head, lightly pressing him closer to her bosom, at the same time she tightened her legs around his midsection, bringing herself closer to the bulge to lessen the distance. Amber continued to grind and hump against his bulge faster and faster, her breaths coming out more shallow and rapid as the seconds flew by. 

“Del I…I…Aaaaaah~”

Amber pressed her crotch against Del’s as she hit her climax. Her pussy erupted with a burst of her feminine juices, splashing onto her thin, black lace panties and seeping onto Del’s pants. Del tried to ignore it and continued to pleasure Amber’s breasts as her orgasm went on. Her head was thrown back, back arching slightly as her hips instinctively kept humping Del’s crotch through the climax. 

After a few more seconds of bliss Amber’s orgasm subsided, she slumped against Del, resting her head on his left shoulder as her breathing became husky and deep. As much as she couldn’t believe it, this was the first time she had achieved orgasm by someone else’s doing. And, even though she had no shame, she did feel a little bad that she just cummed all over Del’s crotch and pants. 

Del had stopped his suckling and groping as soon her orgasm ended, settling for holding Amber close to him. He felt the steady rise and fall of her chest, her breasts pressing against his chest with each exhale. Del was also aware of the very warm wetness that had now encompassed his crotch area. Of course he knew what this was, which only served to make his pent up need for his own release grow. But that could wait till he was alone, or in the shower as was the most likely destination after this. 

“That was…amazing, Del!” 

“Well…Ah…Ah’m glad Ah could help, Ah guess.” 

Amber gently pushed back and looked at Del. “Be honest with me, you need to cum too, don’t you?” 

“Ah…Ah…”

“Del, yes or no.” 

Del gave a reluctant sigh. “Yes.”

“Thought so. Well then…” Amber untangled herself from Del, standing on wobbly legs. “Since I just ruined your pants and gave you a massive boner, I’ll take the responsibility of relieving it.”

“Amber you really don’t have to that, Ah can take care of it myself,” said Del. 

“Uh-uh, I’ll take care of it now! Pants off mister…! A-And the shirt too while you’re at it!”

Another heavy sigh left Del, it wasn’t like he could say no. And honestly, the absence of Amber’s crotch was starting to make the wetness between his legs feel cold now. Del undid the scarf around his neck, gently placing it in the pocket of his pants, he then gripped his t-shirt and worked it over his head, displaying his broad and muscly chest. He then undid his belt and unzipped his pants, with a bit of hesitance he pulled them down while sitting, taking his underwear with them. He kept going till they were at his feet, working one foot out of the leg holes at a time before pushing them off to the side. 

Amber stared at the member between Del’s legs, this being the first time she’d seen a real one outside of a magazine. She gulped, staring at its size. She never bought into that “they grow ‘em big on the farm” stereotypical crap, but she must admit, she was starting to see some truth to it. Del’s penis was quite long, and had some girth to it. She could see the vines pulsing slightly, as well as the little droplets of pre-cum at the tip. 

Amber took a few steps towards Del and lowered herself till she was on her knees. Del was more nervous than he thought, he’d admit to seeing a few dirty magazines, Prism’s mostly, of girls doing things like this, but the only time he ever saw this happen to him was in some fantasies. Del certainly never expected this in life, maybe when he was married, but not now. Still, he couldn’t deny his growing arousal nor could he deny his curiosity about what this would feel like. 

Amber continued to stare at his penis, she reached out and gently touched it, making Del flinch a bit. It was in this moment that some of her seductive confidence waned a bit. Actual sex acts weren’t something she practice or knew too well, most of what she knew came from magazines, dirty romance novels, and the occasional gossip from the other female nurses. It made her realize just how inexperienced she was. Still, she couldn’t let Del know that, not with the image she had no doubt left in his mind of a confident and sexy young woman. No, Amber was going to do this, and to the best of her knowledge and ability! 

Amber stared up at Del through half-lidded eyes, shooting him her most seductive, tantalizing gaze. She gave the member a few light sniffs, taking in the husky aroma, and smelling traces of her own scent on him from earlier. Amber opened her mouth and stuck out her tongue, she licked the base of the penis, dragging her tongue up slowly. The wet appendage sent shivers of delight up Del’s spine. She ended her long lick at the head of his penis, flicking her tongue off playfully and getting a taste of his pre. It was salty as she expected, but not at all unpleasant. 

The emerald eyed girl went back to her licking, imagining that Del’s dick was a Popsicle. She licked it up, down, and around, and even brought her lips to the tip and gave it a few light kisses. It took everything Del had not to cum from this stimulation, as much as he wanted to, he knew it could be better and he wanted to save it for the best part. 
Amber decided to be bolder. She opened her mouth and brought the head of his penis into her mouth, she lightly suckled from it, drawing more his pre-cum out. Amber pushed further down, bringing more of the penis into her mouth. She started to wonder just how much she could fit inside, so Amber went further, feeling the tip brush against the back of her throat. Remembering to breathe through her nose and to remain calm to control her gag reflex, she pressed on. 

Del couldn’t believe what he was seeing, Amber was actually deepthroating his dick. He could feel the dampness and warmth of her throat. The wiggling of her tongue underneath it, and the grazing of her teeth. It all felt so good, and she barely had done anything yet. 

Amber stopped, seeing that she got more than half of it inside her mouth. Satisfied that she was able to get more than she thought, Amber began to draw back. She let the penis come out more and more till only the tip remained in her mouth. Amber then went forward, swallowing the length yet again. Slowly she drew her head back and forth, letting her tongue tease the tip before letting the length go back down her throat. Her head was getting hazy with lust again, it was only slightly uncomfortable, but it was turning her on, making her pussy dribble with juice despite her earlier orgasm. 

Del was enjoying every stroke of her throat, every lick of her tongue. He let out deep grunting noise and rapid breaths with each bob of her head. Amber was upping the speed, almost like a piston. Del could feel her sucking with each withdraw, making more of his pre spill out into her mouth and aid in the lubrication of the thrusting. It was becoming too much, he had held on for as long as he could, but it was all coalescing!

“Amber Ah’m gonna cum!” 

Amber debated quickly, let him cum inside her mouth and swallow his spunk, or jerk him off and let him cum on her? Amber’s ambitious and kinky side was more in control of this decision making, and she definitely wanted to know what a guy’s spunk tasted like. She sped up her movements, feeling the meat log in her mouth bulge out as it released its hot load into her mouth. Amber’s eyes went wide from the sudden deluge of cum that spurted into her mouth, filling up every inch of her mouth. She quickly started to swallow the thick, creamy substance, feeling it travel down her throat and settle in her stomach. 

Del grunted with each spurt of cum, his hips bucking against Amber’s head. He felt Amber suck with each spurt, making him cum a little more, drinking it down as if his penis was a straw. After a few more spurts Del’s orgasm reached its end, falling back onto the mattress of the bed and breathing heavily from the blissful release. 

Amber pulled back, releasing his member with a wet pop. She swallowed the last remnants of his seed and wiped her mouth of the rest. Her head was still foggy with lust, the aroma of his cum was still heavy in her nostrils, the taste permeating her taste buds. Amber was now more aware of the wetness between her legs, feeling a trickle of her juices travel down her inner thighs to her knees. Yes she was afraid of having sex, but right now it’s what her body craved, and she wanted Del to satisfy her. 
Amber stood up, she quickly removed her soaked panties and crawled onto Del, staring down at him with an almost desperate look in her eyes. 

“D-Del…!”

“Yep…?” 

“I want you to fuck me!” 

“Wait, what?”

“You heard me! Please Del, have sex with me right here on my bed! I need you Del!” 

Del didn’t know why she had such a desperate look in those beautiful eyes, but he did know that he didn’t want to deny her. He liked this girl, he really did, and he wanted to make love to her. 

“Alright.” 

Amber’s smile widened upon hearing that. She fell to the side, turning so that she was on her back. Del got up and repositioned himself so that he was now between Amber’s legs. He looked down at her pussy, wet with desire, her swollen love button peeking out from under its protective hood. Amber spread her legs out more, using both hands she spread her pussy lips out, allowing Del to see her pink love tunnel. Del leaned forward, propping himself up on his left arm, he used the other hand to guide his still wet dick to the entrance of Amber’s pussy. 

The tip pressed against her vaginal hole, the heat almost felt searing from the contact. Amber gasped as she felt Del push the tip into her, slowly inching it into her depths as she breathed slowly and calmly. Thankfully, their joint lubrication was enough to provide a smooth entry into Amber’s depths, allowing Del to get the head of his penis into her. He held himself there, getting his other hand into position to support himself. 

Del looked down, seeing the nervous, yet deeply aroused expression on Amber’s face. She looked so beautiful right now, it was almost unreal. To Amber it was the same, looking up into the freckled face of this handsome young man, who had been nothing but kind, caring, and gentle towards her. 

“Are ya ready?” Del asked. 

“Y-Yeah.” Amber answered. 

Del pushed his hips forward, letting his dick slide deeper into her folds. Amber felt his large penis stretch her inner walls, but she hissed and bit her lower lip when she felt him hit something inside her. It occurred to her what it was, her hymen. She was still a virgin. 

“Amber are you –?” 

Amber didn’t let him finish, she wrapped her legs around his waist and thrust herself forward! She let out a cry of mixed pain and pleasure, she knew it would hurt, but she couldn’t let that get in the way of this feeling. The feeling of having her pussy completely filled with Del’s dick, the heat that radiated from it, and the odd swelling in her heart. 

Del could feel the walls of her pussy contract around his member, threatening to cut it off. He held Amber closer to him, he didn’t know why she had done that, but the cry she made earlier must’ve meant she wanted him in her now! He waited, not wanting to start moving till she said so, Del felt her legs unwrap themselves from around his waist and return to their original position. 

“Amber, you alright?” 

“I’m fine, just…start moving!” 

Del obliged, slowly rocking his hips back and forth inside her. Amber still felt a little pain from the breaking of her hymen, but she just focused on the pleasure, so long as she did that it would drown out the pain, and thankfully it was working. With each slow thrust Del made it helped to ease the pain, and made her inner walls grow accustomed to the size of her lover’s penis. She was all the more grateful that it was Del, too sure that if it was anyone else they would’ve ignored her pain and begin fucking her wildly. 

“Del…go faster,” said Amber. 

Del did as she asked, propping himself up for better support, he began thrusting into Amber. The thrusts were long and fast, plunging deep into her canal, coming back halfway and then thrusting back in. All the while Amber let out loud moans and cries of ecstasy, while Del grunted and panted from his fucking of her pussy. Their animalistic sounds mixed together, only spurring them further into their love making. Amber had wrapped her arms around his neck for support, letting herself enjoy this euphoric feeling of being fucked, making love! Was this it?! Was this the love she had been seeking for so long?! She didn’t know or care at the moment, too lost in the sensations traveling from her pussy, up her spine, and into her brain. 

Both of them were reaching their peaks, their earlier orgasms leaving their privates oversensitive and about ready to release. Del slowed down a bit, knowing that it wasn’t a good thing to cum inside Amber, especially since he wasn’t wearing a condom. 

“What’s wrong?! What did you slow down?!” Amber asked. 

“Amber Ah’m goin’ to cum soon –”

“I am too, so hurry up!” 

“But Ah can’t, not like this!”

“Del!” Amber wrapped her legs around him again, bringing his penis back further inside her. “I want you to cum inside me!” 

Del wasn’t being given much of choice, and right now, in his current situation, he wasn’t sure if he could pull out in time. With no other recourse, Del decided to give into the pleasure and lust, drawing back his hips and slamming them into Amber, making her let out loud guttural moans of bliss. Del lowered his body and held onto Amber, and Amber held Del tighter against her. Their hips continued slam into each other, letting out lewd wet slaps with each thrust, till finally they achieved climax, crying out in bliss from joint orgasms. 

Del’s penis released another flood of cum, filling every inch of her pussy. Amber’s inner walls squeezed down on Dels’ member, milking his dick of its hot seed as she cummed alongside him. Del continued to buck against her hips as he cummed, riding out the last throes of their bliss till the very end. After a couple of minutes it was over, their tired bodies lying there. 

Del lazily, but gently, pulled out of Amber, and slumped to the right side of the bed. A steady stream of their mixed fluids spilled out of Amber’s vagina, convulsing as it pushed more of it out onto the bedspread. Amber rested her left forearm over her forehead, panting and sweating from their sexual workout. Both basking in their afterglow. They spoke no words, they were just tired. Amber reached out and grabbed the blankets, pulling them up and covering them both to protect them from the slight chill. 
Del laid on his back, but felt Amber shuffle closer to him. He knew the consequences of what he did, but honestly, he was alright with this. Del was a man of honor, and as such, he was going to take responsibility for what he did. Besides being beautiful, Amber was apparently also cute when she slept. 





Del sat up in the bed, stretching his limps and popping a few kinks out his neck. When living on the farm, your internal clock is set to make you an early riser. Which was why Del was wondering why he didn’t hear the crowing of the roosters. Then he remembered, he wasn’t at home, he was somewhere else. 

“Wow…”

Del looked to his right and saw Amber there, sitting on the bed and hugging her legs to her chest as she rested her chin on her knees. 

“You’re actually still here…”

The events of last night finally registered in Del’s brain, he knew there were probably a lot of things they needed to talk about, but what Amber just said bugged him. 

“What do ya mean ‘still here’?” Del asked. 

“I just…*sigh*…that was the first time I ever, you know, did it. Had sex, I mean.” 

Del rubbed the back of his head. “Oh…well…to be honest it was mine too.” 

Amber chuckled lightly. “What I meant was, I thought you’d be gone by the time I woke up.”

“Why would I?” Del asked incredulously. 

“Don’t act like you didn’t expect something like this! I know I throw myself at guys, I know the kind of signals the way I dress gives off! This was just the next inevitable thing, right?! Have sex with the loose girl and that’s it! One night stand, wham, bam, thank you Amber!” 

Del looked upon the girl with shock. “Is that how you see yerself?!”

“How else I am I supposed to?! I don’t know what love is, Del! I think it’s fairly obvious that I don’t! I just had sex with you, because I had some crazy belief that I was…was safe, that it was okay to trust you and let you in!”

Del sat up more rigidly, staring at Amber with a stern gaze. “And why can’t ya trust me? Ah’m sorry that ya feel that way about last night, but Ah’m not, Ah like ya Amber, and because Ah do Ah want to get to know ya better! And what do ya mean you don’t know what love is?!”

Amber hugged her legs tighter. “I’ve only been loved by Annie, Hot Head, and Lucky. But that’s different! I’ve never known what it’s like to feel a mother’s love since mine died when I was too young to feel it, and my father abandoned me to the orphanage ‘cause he couldn’t deal with me! If you want to get psychological about it, maybe that’s why I throw myself at guys, seeking affection from random strangers! The crazy thing is, during the whole time I was having sex with you, I thought I felt it! I thought I felt the love that I was looking for all this time!

But I was wrong…it’s only fleeting, maybe that’s the only way I can ever feel it…just sleeping around with guys. I already had my cheery popped, from here on out it should be smooth sailing right?!”

Del drew back his right fist and slammed the bottom it against the back wall in anger. 

“Will ya stop sayin’ that about yerself?! Is that what you really think about yerself?! That that’s all you’re worth?! Yer not Amber, Ah know ‘cause Ah’ve seen the real you!” Del shouted. 

Amber undid herself from shell and stared angrily at Del. “How the hell do you know anything about me?! We only met just a couple of days ago!” 
Del took a calming breath and looked into the girl’s emerald eyes with his own. 

“Because Ah see it in everybody around ya. Starburst’s ma, Princess Twilight, told me about a lesson she learned a while back. She said that ‘Friends are like mirrors, they reflect the different aspects of ourselves, the good and the bad. And that a true friend will stick by ya, even when they see these different sides of ya.’ With Annie, she shows me how loving you are to those you care most for. With Hot Head, Ah’ve seen that – while you don’t have any shame and like to tease like it’s a past time sport – you genuinely do everything you can to be like a supportive parent! With Lucky, Ah saw how much he worries and cares for ya! Seein’ you happy is what he wants, and what Hot Head wants as well! And the same goes for me Amber!” 

Amber turned away from Del, the sting of tears starting in her eyes. “And now you also see the broken side of me, the part of me that’s damaged, has trust issues like no other, and who’s so desperate for love that she’ll bed one of her best friend’s friends to get it?! Do you really want to be with me knowing all this?! Do you think you can fix me?!” 

Del placed a hand on her shoulder. “There ain’t nothin’ to fix. You’re fine the way ya are, if ya open up, let me in, then maybe it’ll be different.”

Amber sniffled as the tears started to come flowing out. “What…are you saying you really love me? After sleeping with me one time?!” 

Del chuckled. “Honestly, love’s a pretty strong word, I definitely really like ya, and Ah don’t regret sleepin’ with ya. But Ah’m willin’ to get to know ya better, so that you can 
love me back. Maybe have an actual first date or somethin’?”

“I don’t know if I can…Del, you really shouldn’t…I’m not worth –!”

Del reached out and embraced Amber, her eyes shot wide open at the sudden close contact. Her head resting on his broad shoulder as his large form enveloped her like a warm, protective blanket, shielding her from her thoughts of anguish and self-doubt. 

“You are worth it Amber, if it means ya can love me back, then you definitely are. No matter how long it takes, Ah’ll wait for ya,” said Del. 

Amber’s heart burst at hearing that, the dam of emotions going along with it. She brought her arms around Del’s body, hugging him tight and crying into his broad chest. Despite these tears she shed, despite how hard she was crying, she never felt happier. Hearing those words, feeling this embrace, was this really the love she had always wanted, always sought after? In truth, Amber was still unsure, but for the first time in years, she was willing to try, and with one who was just as willing to be patient with her and still love her. 

“I know I must look like a complete mess right now, but…can you kiss me, Del?” Amber asked. 

Del pulled away from Amber, using his right hand to wipe away some of the tears. He smiled down at her and leaned down to her. She met him halfway and their lips made contact. It was a soft kiss, but soon became more passionate, tongues inviting each other into their respective homes, both the man and woman tasting each other, showing how much they cared through this simple oral act. When they were done, Amber and Del slid back under the sheets, with Amber resting against his chest, and Del holding her there. 






(15 Years Later…)


“Hlín be careful, don’t over exert yourself!” Starburst called out. 

“Okay Mommy!” Hlín answered. 

“Harvey you look after Hlín now, ya hear,” said Del. 

“Got it Pa!” 

“Oasis, you don’t fly too high and have to make Daddy come up and get you!” Annie called out. 

“‘Kay!” 

It was a nice sunny day in Canterlot, especially in the gardens. Both Starburst and Fletcher had invited Del and Amber Lily, along with Anthea and Turquoise to join them in little get together/playdate. The six parents watched as their children played around in the grass, too lost in their imaginary world to bother with whatever they were talking about. 

Oasis was fluttering about, having summoned her pink and green dragon wings from her back, giggling as her dark green, and lime green stripped, hair flowed about. 

Golden Harvest, or Harvey for short, was a particularly handsome young boy. He had a mole under his left eye, just like his mother, and had the size and strength of his father. His emerald eyes shimmered when the sun hit them, that coming from his Crystal Empire heritage. His hair was amber colored, with the edges a soft brown like his father’s hair. 

Hlín was sitting on the taller boy’s shoulders, his way of looking out for her and making sure she didn’t exert herself. The young girl was born premature and because of it, her lungs suffered. Still, she had broad a smile on her face, with her mother’s ribbon hanging around her neck it felt like it gave her strength. 

All six parents were just sitting there, watching their children play happily, laughing and giggling and making their hearts fill with warmth. 

“Still can’t believe we’re here like this, y’know,” said Star. 

“Like what?” Fletcher asked. 

“All here, with kids.”

“What, you didn’t think I was going to be married to T and not start making the bed shake! Held off for long enough sister, we’re making up for lost time!” Annie proclaimed. 

Amber giggled and T blushed. Star rolled her eyes but smiled nonetheless. 

“You two, yeah I saw that coming. But me, I thought I’d be too wrapped up in my Royal Guard stuff to even have a romantic relationship.”

“Well in all fairness, Star, since we were both in the Royal Guard, it made it easier for us to have more…ahem, rendezvous, so to speak,” said Fletcher. 

“Oooh, guess when they say Personal Guard, they really mean ‘Personal’ Guard,” said Amber as she giggled lecherously. 

“Amber cut her some slack,” said Del. 

“Oh c’mon, I can’t give her a hard time?! And by the way, Annie, how crazy good was it when you two first did it?!” 

“Really good! In fact, maybe we should have a foursome!” Annie suggested. 

“Annie!” Turquoise shouted. 

“Why stop there?! Let’s get Claire and Illusion to babysit and we can all have an orgy!” Amber chimed in. 

“HELL NO!” Star, Del, and Fletcher shouted. 

“No fun,” said Annie and Amber. 

“Besides Amber, you’re pregnant, not really a good idea to do stuff like that,” said Star. 

She was correct. Amber looked down at her distended belly, rubbing it gently and thinking of the new life that grew within her. Annie brought her own hand to her friend’s swollen stomach, rubbing along with her and thinking back to when she was with Oasis. 

“Do you guys know if it’s a boy or a girl yet?” Turquoise asked. 

“It’s a girl, we actually came from the doctor’s before coming here,” said Del. 

“Do you two have a name for her yet?” Fletcher asked. 

Del and Amber looked to each and smiled, nodding to their friends. 

“Yeah, we do. We’re naming her Isis,” said Amber. 

“‘Isis’?” Star asked. 

“It’s the name of Amber’s mother, she was a famous jouster back in the Crystal Empire. Ah thought it’d be nice to honor the memory of her,” said Del. 

Amber leaned against Del, nuzzling the side of his arm lovingly. Del opened his left arm and let her rest her head against his chest, draping his left arm over her shoulders. Their first time didn’t exactly yield anything, after other tries Amber was starting to wonder if she was infertile, but then they had a positive test, and pretty soon Golden Harvest popped out. And now she was pregnant with her second, a daughter. 

Every day she showed Harvey and Del how much she loved them both, and Del did the same. Though they were busy, with Del’s catering business booming and Amber receiving her doctorate, now going by Dr. Amber Lily, both never had any shortage when it came to money. But they never let it get in the way of their happiness, doing romantic things for each other, or just simply cuddling and spending time with each other at home. And they made sure never to neglect their child, Amber still had a few emotional scars from when her father left her at the orphanage, which Del assumed why she did her best to show her first child she cared. 

Still, it was alright, and soon, the two of them would be blessed with another. Del’s eyes grew wider when he saw Amber’s hair and eyes begin to sparkle and shine. Star and Fletcher looked upon the sight fascinated, but Annie, Turquoise, and Del knew what this meant. 

“Ya happy, Hon?” 

“Mmm-hmm, so very happy!” 

“Hey look, my Ma’s sparkling,” said Harvey. 

“Ooh, pretty,” said Hlín and Oasis. 

Yes, the two were very happy, and would continue to be, for as long as there were stars in the sky, and the moon and sun continued to rise and set.









Additional Author's Notes: 
Hlin and Oasis are NextNext Gen of Kilala 97, Golden Harvest (Harvey) is not canon in the kilalaverse. 


> Prism Bolt x Whirlwind
> --------------------------------------------------------------------------

Prism Bolt, the first son of two of Equestria’s most renowned flyers, Rainbow Dash and Soarin’, both ex-Wonderbolts, one an Element of Harmony and along with her six friends, defended Equestria against numerous threats over the years. It was quite a legacy to live up to, and much was expected him, both from his mother and others. 

Prism had a rocky start as a flyer, he was afraid of heights when he was younger, which worried his parents a bit. The son of the two best flyers in Equestria afraid to fly, what’s up with that?! Luckily he eventually grew out his fear and became quite addicted to the air, just like his mother. 

Prism trained hard to uphold his family’s legacy, which was how he met Whirlwind, the daughter of two of Rainbow Dash’s Weather Patrol buddies, Thunderlane and Cloudchaser. The mare and stallion hit it off quite well, Whirlwind had to constantly put up with Prism’s cocky attitude, but it was all in good fun, and Prism knew it. 

The two of them had entered the Wonderbolts Academy together and easily became the two best flyers there, breaking records left and right. But as the days went by in the academy, Whirlwind was starting to see a side to him that was less than appealing, or maybe it was there and she just didn’t take it as seriously as she should have. But regardless, it was Prism. 

It was at the academy, however, that their relationship…ended, in a way. An accident occurred at the academy and he received a scar on his muzzle for his troubles, along with a break up from Whirlwind. As far as his reason for leaving the Wonderbolts…that was another story. 

Since then the two had managed to remain friends, even though many of their other friends could sense that not all of their past love had left. Prism denied it over and over again, of course he felt something for Whirlwind, they were coltfriend and fillyfriend for a good amount of time, and it wasn’t like it was unnatural to still have a bit of feelings for your ex, right?

But in any case that was in the past. A couple of years had passed since then and Prism and Whirlwind were still…rocky. Whirlwind had made it into the Wonderbolts finally and was doing a show out in Los Pegasus with the rest of the team. Prism was sent a ticket to the show, he didn’t know whether to be grateful or insulted, but he went with the former. It was his choice to leave the Wonderbolts, and there was nothing Whirlwind or his mother could say to make him change his mind. 

The train finally pulled into the station, with the conductor yelling out their arrival and their destination soon after. Prism trotted off the train and spread his wings, he didn’t like cramped spaces too much, they always felt stifling, plus he couldn’t let his wings out because he was afraid of inconveniencing somepony. But now that he was outside, that was a different story. The city was a good blend of pegasus and earth pony design, allowing for both to live high above and down below. 

The skyscrapers matched that of Manehattan, but spread out just a little more. There were a greater number of pegasi around, although not as much as Cloudsdale, but still a fair amount. Prism took flight and headed up towards the higher portions of the city. As he flew on to where the Wonderbolts team was practicing, Prism passed by a few pegasus mares who were heading up as well. They looked his way, captivated by his intense green eyes, multicolored mane and tail, and of course his lean physique. And his bandaged muzzle, giving him a bit of a bad colt vibe. 

The mares giggled and flew on by, no doubt still gossiping about him. Prism didn’t let it get to him – oh who was he kidding, he liked the fact that mares would look at him, giggle and blush. They were probably wondering if he was related to Rainbow Dash, since he had a mane similar to hers. He wouldn’t be surprised, not a lot of ponies had the kind of mane color he and his family did. 

Soon Prism made it above the cloud foundation of the upper part of Los Pegasus, and just as below, so it was above. Skyscrapers towered up high, even though the city was modern looking, you could still see the influence of the ancient Pegastopolis and modern Cloudsdale. Prism continued flying through the city, weaving his way in and around other pegasi with such agility that the ponies he passed did a double take at how he was behind them one minute, and ahead of them the next. 

After about a few minutes of flying, Prism was able to make it to the cloud stadium. It would be lowered later today to meet with the other half down below, so that all ponies could come and see the Wonderbolts. Prism was glad that Princess Twilight made the Cloud Walking spell public, now earth ponies and unicorns could walk on clouds and enjoy the cities as they pleased. 

Prism flew up to one of the entrances, which was guarded by a burly pegasus stallion. He had on a black suit, black shades, and had an earpiece in his left ear, no doubt he was connected to the rest of the security staff within the stadium. His right wing was flared out, acting as a barricade bar to stop anypony from entering.

Star’s wing could cover that entire door, his barely covers half of it, thought Prism with a chuckle, imagining his friend doing just that. 

“Something I can help you with, son?” The stallion asked. 

“Yeah, I’m here to see Whirlwind,” said Prism. 

The stallion sighed heavily. “Listen, I’ve had at least fifty other stallions coming over here asking to see the Wonderbolts, and about half of them try to sneak into the mares changing room wanting to see the newbies! So do me a favor, son, just turn around and walk away before I make you.” 

“Jeez, fifty?! What the hay Dubz, didn’t think you were this popular already. Sir, I know you’ve probably had enough with fancolts and whatnot, but I’m the real deal. My name’s Prism Bolt, my Mother is Rainbow Dash and my Father is Soarin’ both ex-Wonderbolts.”

The security stallion raised an eyebrow at that. “Yeah, likely story.”

“What, c’mon dude, check out my mane! Rainbow colored! And my cutie mark too, a prism with rainbow colors coming out of it! Who else looks like this?!” Prism asked incredulously. 

The stallion raised his left hoof and pointed it in the direction behind him. Prism turned around and his jaw dropped. In a line about thirty ponies long, were stallions, anywhere between the ages of fourteen and eighteen. Some of them had bad dye jobs on their manes, trying to match the rainbow pattern in his mother’s mane. Some had painted a crude version of his mother’s rainbow lightning bolt on their flanks. Prism face hoofed himself and dragged it down his muzzle. 

“You have got to be kidding me?! Look, get on the horn and tell Whirlwind that a guy named Prism is here looking for Dubz! Bet you ten bits I’m in there in ten seconds.”

The security stallion was dubious of Prism, but decided to call his bluff as he placed his left hoof to the earpiece. 

“Hey, I got some guy here wanting to see Miss Whirlwind. Says his name is ‘Prism’ and he’s looking for Dubz or something, relay that to Miss Whirlwind.”

Prism mentally counted out the seconds as the guard continued to eye him. When ten seconds were up Prism still held his smug grin, but the guard was less than pleased. 

“Alright, now that that’s over – wait hold on.” The security stallion put his hoof back to the earpiece. “What…seriously?! Are you sure? O-Okay…Um, proceed in Mr. Bolt. Sorry for the inconvenience.”

Prism shook his head. “No prob, and don’t sweat owing me those ten bits, just make sure those possers don’t get in here.” 





Prism made his way into the main part of the stadium, seeing the rest of the Wonderbolts team flying about, practicing their routine for the show later today. Among them was Whirlwind, he’d recognize her flight style anywhere. The violet pegasus mare zipped in and out of floating rings, slaloming between large polls and kicking up a shimmering wind in her wake. It was her signature trick, like many Wonderbolts before them, to have a special wake for when they flew. 

For his mother it was a rainbow, for his father it was a thundering cloud of electricity, and for him…well, it would’ve been a streak of light that formed into the three colors of his mane and tail, but there was no need for it anymore. Whirlwind did a few more runs and stopped finally, informing her teammates before leaving the field. The pegasus mare spotted the stallion and headed down to him, landing on his left side as she removed her goggles. 

“Prism you made it!” Whirlwind exclaimed. 

“Of course.” 

Prism couldn’t help but let his eyes travel up and down Whirlwind’s body. The Wonderbolts speed suits were designed to hug the wearer’s body in order to minimize air friction and drag. Prism couldn’t help but notice the curves of Whirlwind’s flanks, how tightly the suit hugged them, and no doubt the suit gave a very accurate detail of her…lower assets. 

“Heh, you look good in a Wonderbolts uniform, real good.”

Whirlwind’s face went a little red as an annoyed expression appeared. “C’mon Prism don’t be such a perv! I don’t see you for a few months and that’s the first thing you say?!” 

“What it’s a compliment?! I can’t admire the mare form, especially my friends?” Prism asked. 

“Whatever…anyway, glad you made it. Sorry I couldn’t swing a ticket for Icy, I didn’t want to overstep my privileges, and I thought they’d be more accommodating since you and I went to the academy together.”

“Hey, no big deal, after you get more integrated into the team, you’ll be able to flex your wings a bit more.” 

“Heh-heh, I guess.”

Prism turned to the still practicing Wonderbolts, watching them perform their aerial tricks. Whirlwind saw something in his eyes, something sad, a memory of long ago. She didn’t like seeing that look, especially now. 

“At least one of us made the cut, I’m happy it was you Dubz,” said Prism. 

“Thanks…Prism, you know you can still enter the academy and apply for the Wonderbolts Reserve. Your mom didn’t become a Wonderbolt till she was like twenty-three, and you’re already such a good flyer, you can beat her to it if you tried.”

Prism sighed heavily. “You know I can’t.”

“Because of Streak?”

Prism narrowed his gaze and glanced towards Whirlwind. 

“How long are you going to keep that raincloud hanging over your head Priz? If you –”

“I’ll see you at the show, look for me!” 

Prism flared his wings and took off into the air, Whirlwind went to stop him. 

“Wait!”

The pegasus stallion slowed to a hover and looked back at the mare below.

“After the show, let’s hang out. Alright?” 

Prism smiled and nodded to her, he continued on without saying a word and leaving Whirlwind to scuff the cloud bleacher with her hoof. 

“Prism…seriously, you have to let it go.” 






(After the show, Los Pegasus Heights Hotel)


Whirlwind invited Prism to her private room, which had a very nice view of Los Pegasus. The skyline was beautiful at sunset and just as much when the moon rose into the sky, its image reflected in the ocean water. Prism had been waiting inside for a while, no doubt the pegasus mare was busy signing autographs and posing for pictures with fans and with the team. It didn’t really irritate him, she deserved it, and she worked hard for what she had now. 

“And what’ve I been doing?” Prism asked aloud. 

What had he been doing? He could’ve been right there with her, side by side, the Wonderbolts couple! But he knew that would never be, he didn’t want to be like that again, at least…more so than he is now. Soon the door opened, making Prism turn to see a tired Whirlwind come inside and kick the door closed behind her. 

“Whew…I forgot the kind of mob scene it is after shows! You don’t really think about it too much when you’re on the other side of that sea of ponies, but from this perspective! Yesh!”

Prism couldn’t help but chuckle. “Hey, the price of fame Dubz. All the adoration and screaming fans you could ask for.”

“Ugh, now I don’t even want to go anywhere…Do you mind if we just hang out here? I can order room service.” 

“No problem, I figured you wouldn’t want to go out and hang.” Prism sat on his haunches and brought a hoof to his chin as he stared at Whirlwind. “Hmmm…”

Whirlwind started to feel a little self-conscious. “W-What, do I have something on my face? Is my mane a mess?”

“Hmm…I was hoping to get a more detailed look at that Wonderbolts uniform on you, but since you left in the locker room, I guess I’ll have to wait till next time.”

Whirlwind groaned loudly. “Again, such a perv! If you like my flank that much you should’ve tapped when we were dating, can’t touch this now.” 

The violet pegasus sashayed away to the writing desk to order food for them via magic letters, provided for all the guest rooms. As she walked past him she swiped her tail against his chest and, whether unknowingly or not, gave him the faintest glimpse of her marehood. Prism went stiff as he gulped hard. Even though they had been dating a while back, neither of them had had sex with each other. Of course there were the make out sessions, the occasional hoofjob from Whirlwind, the occasional rubbing from Prism, and maybe a little eating out and blowjobs, but they never let it go too far other than that. 

Why was that? Probably because of this right here. Maybe deep down they knew they’d eventually break up and they didn’t want to make their friendship afterwards awkward by having sex and having to look at that same pony and remember their nights in bed together. That, and they were a bit young. 

A couple of hours passed and the room service had come and gone, delivering a wide array of food. Prism had no doubt that she was starving after that show, and as much as she worked out, it would all burn up fast in her body. The two of them started to catch up with each other, getting to know what was happening back home with their friends. 


“So Starburst likes somepony eh?” Whirlwind asked. 

“Yeah, at least that’s what I think. She gets all funny and weird whenever Fletcher’s around, you know, that stallion from Norhay. He’s training to be a Royal Guard right now and from what I’ve seen, he’s pretty damn good,” said Prism. 

“Wow, I guess I need to meet this Fletcher sometime.” 

“Ten bits says Star gets Fletcher to be her ‘personal’ guard, if you catch my drift?”

Whirlwind blushed a little but laughed all the same. “So how are Annie and Turquoise doing? Still the two lovebirds right?” 

“Actually they took a break from each other.” 

Whirlwind spat out some water she was drinking and drenched Prism, said stallion wearing a deadpan expression. 

“Sorry, sorry! But what’s that about?! Those two have been inseparable for the longest time! I thought they’d get married and junk like that!” 

Prism wiped his face with a napkin before continuing. “They’re still together, they didn’t break up, they just took A break. Annie wanted T to get some alone time, and Annie wanted the time to think of things to help T.”

“Help him, what for?” Whirlwind asked genuinely curious. 

“Something about how she’s worried that the big guy doesn’t seem to do much other than helping other ponies.” Prism explained. 

Whirlwind raised an eyebrow in confusion. “Aaaaaand that’s a bad thing?”

“Well the way she put it, Annie’s afraid that when she’s uh…gone, I mean…dead, that Turquoise won’t have anything to help lessen the blow.” 

Suddenly Whirlwind had a very bad feeling of dread come over her. 

“Is…Is Annie…?”

“No, no, there’s nothing wrong with her, it’s more for in the future, y’know. She thinks T and Claire will be living a lot longer than us due to their being half-dragon, and since Claire’s got Illusion and he’s pretty much guaranteed to live long, she doesn’t want him to be so sad that he just up and quits on life.”

Whirlwind felt a bit sad from hearing that, but at the same time, warm inside. Hearing how Anthea was so concerned about her coltfriend’s wellbeing that she was looking into how to help long after she passed and, most likely, the rest of them. She also shuddered a bit, having to live a long life knowing that everypony you cared for, loved, and made friends with, were all going to drop dead around you eventually, while ponies like Turquoise, Claire, Illusion, Nidra, T’s father, Nidra’s mother, and even Illusion’s mother and father, would still be alive. 

“I really admire that mare for thinking like that,” said Whirlwind.

“You’re the same way Dubz.”

“If I was then I wouldn’t have abandoned you like I did.” 

Silence hung within the room as Prism looked away from her, unconsciously, his hoof traveled to his bandage where his scar lay hidden. 

“It was for the best Whirlwind, you didn’t need somepony like me as a coltfriend, after looking back on it you made the right move,” said Prism. 

“That still doesn’t make it hurt any less.” 

“Break ups aren’t supposed to not hurt.” 

“Well…what about make ups?” 

Prism turned back to Whirlwind, a slight blush coloring her muzzle. He couldn’t help his heart from beating faster from seeing that slightly embarrassed look on her face. 

“Dubz…”

“Prism I really think you should come back, at least try to enter the academy again.”

“I said no.”

“You made a mistake.”

“Did you forget why I left in the first place?!” 

Prism got off the bed and walked away from Whirlwind. 

“I was Lead Pony, I was supposed to watch out for my Wing Pony, but I didn’t! I was so caught up in my stupid self that I pushed Streak too hard and the both of us got messed up in that capture the flag race!” 

Whirlwind got up and went to him. “Yes I remember, you walked away with a scarred muzzle, and Streak broke her wing! Accidents happen Priz, she got better and can fly again just like before!”

Prism scoffed. “Still didn’t stop you from breaking up with me, when you saw what I did, I saw that look on your face. You patched up my cut, but afterwards you said it was over! I get it, how can you trust me to be your coltfriend if you can’t trust me when we’re in the air?!” 

“That was years ago Prism! I’ve looked back on that and, yes, maybe I was just a little shocked and rattled from seeing all that, but it scared me and it put things in perspective for me about your attitude! You’re a good stallion Prism, but you just need to work on that cockiness, it’s good to know that you’re good, but you don’t have to be a jerk about it!” 

Prism turned around and looked her in the eye. “You really think I don’t know that?! I quit from there on, I don’t care if everypony calls me lazy and whatever, so long as I’m still there for the ponies I care about that’s all that matters!” 

“Yes, but are you happy?! Knowing that you could fly with me in the same team we strived to be part of together?!” Whirlwind shouted back. 

“Why don’t you just get Hot Head and have him join the team, you seem to like him well enough!”

Whirlwind narrowed her gaze. “And what is that supposed to mean?!” 

“Oh don’t act like you don’t know, the guy has a thing for you! Heck, if you came up and asked him to join I don’t doubt that he’d say yes!”

Whirlwind groaned. “This isn’t about another stallion! This is about you!” The mare jabbed a hoof into Prism’s chest. 

“I thought that was the problem?” Prism asked sarcastically. 

“You know what, fine, I’ll go and ask him! In fact, I’ll go and fly to Canterlot right now and offer him a spot! And while I’m there, maybe I’ll let ‘em rut me while I’m at it?!” 

Whirlwind went for the door, but Prism, after taking a moment to fully digest what she had just said, bolted for the door and stood in front of it. 

“No way, you’re not doing that!” 

“Out of my way Prism!” 

“No!”

“Move!”

“Make me!”

Both Whirlwind and Prism stared each other down. Intense emerald eyes glared back at Whirlwind’s intense, icy-blue eyes. Their muzzles drew closer and closer, nostrils flaring along with their wings. For a moment it looked as if they were about to have a brawl right there in the room, but much to their joint surprise, when they got close enough, they kissed. 

It wasn’t anything soft, no. It was a passionate kiss, Prism opening his mouth at the same time as Whirlwind’s, both of their tongues wrestling in each other’s mouths for dominance. Prism started to push back a bit, but Whirlwind did too, little by little some ground was lost as their oral war continued. 

Whirlwind suddenly found her rear pressed against the edge of the bed behind her. Moaning and grunts were all that filled her ears, along with the long forgotten taste of Prism’s mouth. He was a jerk sometimes, arrogant, and a bit of a showoff, but damn if wasn’t a good kisser! 

Prism had missed the taste of Whirlwind’s mouth, along with their fervent make out sessions the times before. The dark blue stallion continued forward, barely thinking of the bed behind Whirlwind. Prism rushed forward and caught Whirlwind under her forelegs and lifted her up quick onto the bed, letting her plop and bounce on it before pouncing on her. 

The violet pegasus mare still glared at him, but she had a cocky grin on her face. Feeling his growing erection pressed between them. She quickly took the offensive and went for his exposed neck, nipping him and kissing it. Prism hissed from the love bites, but knew one good turn deserved another. He waited for the right moment, and when Whirlwind paused to find her next mark, Prism went down, nipping her neck and causing the mare below him to hiss in slight pain and pleasure. He licked the spot he nipped at and continued to pepper her neck with the same treatment. 

Part of their competitive streaks came out in their lovemaking. Whirlwind was trying to get him off, but at the same time not wanting to stop him. Prism knew she was trying to get back at him, but he was going to enjoy this a little more. Prism used his forelegs to pin Whirlwind’s, she glared at him and he her, both their eyes smoldering with sexual tension that just begged to be set loose. 

Prism could feel his stallionhood rubbing against her soft fur, when he slid lower, he found his dick wedged between her petite teats, and a little lower, finding the wetness of her marehood. Prism began rocking his hips back and forth, causing Whirlwind to stiffen up from the sensations. The heat that radiated from his member seeped into her teats, causing the nipples of her sensitive mounds to perk up. 

Whirlwind moaned as Prism continued to hump against her, feeling a dampness near her chest, no doubt his pre-cum leaking out. Prism gyrated his hips around between her, pressing into the lower regions to feel the heat of her marehood and tips of her nipples poking into his underside. Her mounds were mashed on other side of his dick, sending pleasurable jolts up his member and making him increase his grinding. 

Both Whirlwind and Prism began grunting as Prism’s orgasm neared. Whirlwind was getting off from feeling her ex’s rod rub between her teats over and over again, all the while coming so agonizingly close to her marehood. After a few more thrusts Prism cummed, his hot seed spilling onto Whirlwind’s chest and barrel. The dark-blue stallion realized what he had done and quickly got himself off her, his dick bobbing up and down and dribbling a little more cum onto the floor. 

Whirlwind laid on the bed, her chest and barrel were covered in his spunk. Some of it dripped down and coated her teats, wrapping them in its sticky warmth. Whirlwind sat up, looking down at herself as she examined the damage. She had no doubts that the sticky mess would eventually dry and mat her fur, but right now, she was too aroused to care. The smell of Prism’s cum was strong and musky, reigniting old memories of their times spent alone and getting each other off. She looked to the stallion who had unloaded on her and gave him an angered glare. 

“Whirlwind I’m sorry I got carried away and…” 

“You’re damn right you’re sorry!” 

Whirlwind jumped up into the air and barreled into Prism. The two ponies rolled on the floor till Prism found himself laying on his back against the plush carpet of the floor. The stallion felt his head spin from the tumble, but he didn’t have time to get his bearings as something blocked his view of the ceiling. Right above his head was the dripping marehood of Whirlwind, her folds were glistening and her clit was winking in and out. The mare’s teats dangled back and forth, some of his cum from earlier dripping onto his chest. 

“D-Dubz?” 

“You just got me all worked up after I was tired from doing that airshow! And now my pussy’s in need of attention! So I hope you haven’t forgotten how I like it!”

Whirlwind lowered her pussy until it was an inch away from Prism’s face. The scent of her slit wafted into his nostrils, making his head grow heavy with lust for the mare he once loved…still loved…he didn’t know. Whirlwind had a good view of his dick, remembering the black length, now stiff again thanks to the sight and smell of her marehood in front of his face. 

She didn’t know what she was doing, they were broke up, no longer fillyfriend and coltfriend. Why was she getting so into this? Was she just pent up from all the practice and felt safe letting Prism relieve her of her sexual stress? Or was it that the embers were still there and merely needed stocking once again? Either way she had forgotten how much fun it was messing around with Prism, even just this much.

Whirlwind reached down with one of her hooves and began to play with his generously sized balls. The stallion beneath her began to shiver and moan from the gentle rolling of his orbs back and for the between her hooves. She grinned coyly as she began to lick his penis, starting at the base and slowly going up and flicking at the flared tip. 

Prism had forgotten had good that felt, having Whirlwind’s tongue lick at his stallionhood. But he knew he couldn’t keep the mare waiting, she was doing that for him, how he could he do any less? Besides, he secretly missed stuffing his face between her legs. Prism opened his mouth and stuck out his tongue, immediately jabbing it into her winking cunt. The reaction was immediate, with Whirlwind mewling in bliss from finally having her marehood attended to. 

Prism continued licking at her inner walls, he pulled out and traced around the swollen pussy lips. He brought his teeth forward and lightly bit down on her labia, pulling them and eliciting a sharp cry of pleasure from the pegasus mare. 

Whirlwind couldn’t let him make her cum before he did, so she went to work. Seeing as he wasn’t showing her any mercy, she wasn’t going to either. Whirlwind positioned her head over his dick, opening her mouth to let her drool coat it. Once she had, Whirlwind opened her mouth as wide as she could and brought the member into her mouth. She felt Prism stop momentarily, no doubt trying to keep himself from cumming after taking his dick into her mouth. Regardless, she continued.

Whirlwind played with the tip in her mouth, swirling her tongue around it, and poking the opening with the tip of her wet appendage. The teasing made Prism want to release his load right then and there, but he had to hold on, so he concentrated on the prize before him. He dove in and began lapping at the juices flowing from Whirlwind’s cunt, fervently eating out his ex! The mare whinnied with ecstasy from the stimulation and used that fire to continue pleasuring Prism. She bobbed her head back and forth, taking in a little more of his cock with each bob, slowly inching it into her throat. 

Prism was grunting and moaning into Whirlwind’s sex, while Whirlwind herself moaned and cooed around his stallionhood. The vibrations from their animalistic sounds reverberated into their sex organs, intensifying the sensations more and more. Whirlwind increased her speed when she felt the tip reach the back of her throat, using her hooves to gently massage Prism’s balls and aid in his approaching orgasm. 

Prism felt the increased speed and attention and did the same, using his past knowledge of how Whirlwind liked it, he angled his tongue down just a tad, poking at the mare’s g-spot. Whirlwind’s wings flared out, almost as if they were reaching for the ceiling, her eyes bulged and her legs nearly gave out, but she held on, despite the overwhelming pleasure her pussy was receiving. 

There was no time for warnings, both mare and stallion having their mouth’s full of the other’s privates. But past experience made them aware of the hints, the bulging of Prism’s cock, the increasing contractions of Whirlwind’s pussy, all of it telltale signs that they were at their limits. Whirlwind abandoned Prism’s balls and used her hooves to stroke the portion of his shaft that she wasn’t able to get into her mouth, working her bobbing and stroking in tandem. Prism backed away from the entrance and found the winking clit that poked in and out rapidly. He latched onto it and began suckling from it hard. 

That proved enough to send Whirlwind over the edge as she released a muffled cry of bliss, she used that fuel to work Prism over to the brink, and it in no time he burst. Prism opened his mouth and let the deluge of marecum flow into his mouth, sucking it down as he drank greedily from the fountain before him. Whirlwind was treated to her own flood, feeling the surge of thick, stallion cum flowing from the tip of his penis and down her throat. 

The heady aroma hit her like a ton of bricks, along with the taste, giving her a sense of nostalgia. She drank from the shaft, bobbing downward and when she came up, she sucked hard, coaxing more of his cum from deep in his balls. Whirlwind could also feel her own marehood being sucked dry from Prism’s ministrations, causing her pussy to spasm and continue to leak out more of her juices like a faucet. 

After a while both the mare and stallion had had it, Whirlwind released her hold on his dick, rolling off him and giving Prism his first gulps of air. Both panted and huffed from their orgasms and drinking down of each other’s secretions. Neither Prism nor Whirlwind could’ve imagined that this would happen, but now that it had, a switch had been flipped in both of them. Years of pent up sexual tension between them was coming out here and now, and, from what Whirlwind could see, there was plenty still left in either’s tank. 

Prism’s cock was only half-flaccid, even after cumming twice now, his body seemed still hungry for more. And honestly, so was Whirlwind’s. Whirlwind got up onto her hooves and walked over to Prism’s still recovering body. The stallion opened his eyes and saw that Whirlwind was now standing over him, grinning down at him with those seductive icy-blue eyes. 

“Dubz…what are you…?” 

“Shh, just enjoy the ride,” said Whirlwind with a sultry voice. 

She lowered her rear, bringing her marehood to meet his penis. Whirlwind ground her still sensitive pussy up and down his length, causing Prism to moan in pleasure from the warm and wet slit. Her clit winked continuously, poking softly as his dick as she continued her warm up. She pressed hard against the hardening shaft, parting her labia and making shivers of delight run up her spine. 

Prism gulped as he watched his ex-fillyfriend raise her rear up and position her marehood over the tip of his penis. He wasn’t so sure about this, yes he had always wanted to rut with Whirlwind, but they were still broke up. Or was this make up sex? 

“Mind giving me a hoof?” 

“Uh…”

Prism raised his forehooves up, but hesitated. Whirlwind could see this and reached out to guide his hooves directly onto her hips, pushing them against her to indicate that she wanted him to hold onto her. Once she was sure of his grip and steadiness, she lowered herself onto his erection, her labia parting once again, allowing the head of Prism’s dick to slide into her awaiting pussy without much resistance. She pushed her hips further down, allowing the cock to travel deeper and deeper into her depths and finally, she bottomed out, her hips meeting those of Prism’s. 

“Aaaaaah~” 

“Dubz?”

“Hmmm, I’ve always wondered what you felt like inside me!” 

Prism’s face blushed, he had always thought of Whirlwind as cute, but right now she was sexy, especially those eyes. He looked down at himself, seeing his entire penis disappear inside her, her teats on display for him to see, it was all very arousing. And that’s not including her moist and tight love tunnel, it drove him wild, he loved this feeling, her mouth had nothing on this, not saying he didn’t enjoy the blowjob, but this was ten times better. 

Whirlwind leaned down and stared at the bandage on his face, Prism saw where she was looking and turned his head away. The pegasus mare used her left hoof to gently push his face until it was aligned with hers. 

“You shouldn’t hide that anymore…” 

“Dubz…”

“Please…?”

“………”

Whirlwind reached down and bit lightly at the edge of the bandage. She gently pulled back on the bandage, being careful not to hurt Prism in the process. Prism kept his eyes closed, his anxiety about his scar coming back the more the bandage was peeled off. With a quick pull, Whirlwind removed the bandage and tossed it away. She looked upon the healed scar, this was the first time she had seen it since that day, back then it was a bloody mess, but now that she saw it her ears fell along with her expression. 

“Was it deep?”

“Kind of…”

“It must’ve hurt.”

“A lot…yeah…but I deserved it.” 

“No, you didn’t! Prism instead of hiding this scar, show it off.”

Prism looked at Whirlwind incredulously. “Why?!”

“Because continuing to hide it shows that you’re not moving on, it’s a sign that your fear is still controlling you! You’re better than that Prism, don’t let it rule you, overcome it, as long as it’s out in the open it’ll be a constant reminder to keep your ego and pride in check. And you can’t say you’ll forget, its right in front of your nose so you have no excuse.”

Prism was still unsure about it, but she knew he still need convincing. So she closed her eyes and began gently kissing the flesh colored scar. The action shocked Prism, feeling the tender skin around the scar tingle from Whirlwind’s soft kisses, it felt nice, strangely enough, and oddly loving. She pulled back and shot Prism a seductive grin. 

Whirlwind rose up, shuddering from feeling the emptiness of Prism’s cock leave her. She kept going till the tip was the only thing inside her. Whirlwind placed one hoof on his chest for support and lowered herself back down to the hilt. The pegasus mare gyrated her hips in circles, releasing sensual moans into the room. Prism could feel his dick swirling inside of her, scraping against Whirlwind’s inner walls, his hips bucked upwards out of instinct, making Whirlwind’s smile broaden. 

Whirlwind started to move faster up and down his cock, wet “shlicking” continued to sound out with each withdrawal and thrust. Whirlwind arched her back, placing her forehooves onto the floor behind her and began riding his dick. Prism was treated to a view, watching as Whirlwind fucked herself with his cock as her breasts jiggled from the increasing piston like motions. Her moans became more vocal, feeling the tip nearly reach her cervix with each plunge. She used her right hoof, bringing it down until it rested above her clit. Whirlwind rubbed circles with it, causing her back to arch more as she flung her head back and cried out. 

Prism felt a pressure building up in his scrotum, his orgasm drawing nearer. He wanted to pull out, but this felt just too good, and from the look on Whirlwind’s face, she knew what was coming, and didn’t mind. Prism assisted her in her efforts by bucking up with his hips, finding the right timing with her as they both met and separated with each thrust and pull away. With the both of them working in tandem, Prism reached his orgasm faster, grunting with pleasure as he released his steaming seed into Whirlwind’s vagina. 

Whirlwind worked furiously at her clit, combined with the sudden fullness of Prism’s cum, granted her sweet release. Prism could feel her inner walls squeeze down on his cock, milking it out of more and more of his spunk and extending the length of the climax. Whirlwind slumped forward, placing both forehooves on either side of Prism’s head as she panted and huffed from the strenuous sex position. Both looked down at their genitals and saw a steady stream of mixed cum and love juices spill from the small gaps in their union. 

“That was…wow!” Whirlwind exclaimed. 

“Yeah…but…won’t you get pregnant from that?” Prism asked. 

“I’m not in heat, don’t worry about it.” Whirlwind gyrated her hips a little, getting a feel for Prism’s penis. “Feels like you’re still hard.”

“Just because I’m lazy, doesn’t mean I haven’t let my performance slack,” said Prism with a cocky grin. 

“Good, ‘cause now I’m really tired.” 

Whirlwind slowly uncoupled herself from Prism, a steady stream of his cum spilling over his dick and down his crotch as she got onto her hooves shakily. The pegasus mare plopped her upper half onto the bed, leaving her lower half hanging off the edge. 

“I think it’s time for you do some work.”

“Okay,” Prism got onto his hooves and stared at Whirlwind. Her legs were spread apart, tail raised, and her pussy was still dripping with his cum, “what did you have in mind?” 

“I’ve always been curious about anal,” said Whirlwind as she rested her head on her forelegs. 

“A-Anal?!” 

“Yep, a few of the mares on the team say it’s kinky and fun. So why not try it out? It’s pretty much the only place left you haven’t cummed on or in.” 

Prism admitted, he did have the occasional kinky fantasy about sticking his stallionhood up mare’s plothole, but he never thought he’d get the chance to. The dark-blue pegasus walked over to Whirlwind, he got into a mounting position, placing his forehooves on either side of Whirlwind, carefully bringing the tip to rest against her puckered anus. Prism could already feel the heat radiating from this forbidden spot, and the thought that his penis was about to enter virgin territory was very tantalizing. 

“Are you sure about this Dubz, really sure?” 

Whirlwind glanced over her shoulder, “I am, I rode you, now it’s your turn. Show me what you got!” 

Prism grinned back at her. Slowly, Prism began pushing against the tight hole, Whirlwind gripped the sheets with her hooves and grit her teeth. She could feel the flared head begin to push inside her hole, Whirlwind had to remember to relax and breathe, if not it would only hurt her and Prism. 

The stallion continued to press forward and with a wet pop, the tip slipped inside, causing Whirlwind to flinch from the sudden intrusion. Prism pushed in more of his dick, the coating of cum acting as a lube to help him slide deeper into her anal cavity. Whirlwind was gripping onto the sheets harder, the strange sensation of having her anus stuffed with Prism’s cock was sending a strange mixture of pleasure and pain up her spine. Her mouth hung open as she let out little grunting, gasping sounds the further in it went. 

Damn, it’s even tighter in here! And it’s hot too, thought Prism.

Prism stopped, feeling the hole tighten up more and hinder his progress. He had only gotten half of his cock inside, but decided to loosen Whirlwind’s sphincter up a little. Prism pulled back slowly, letting the combined slickness of their earlier fucking coat the inside of her plothole. Whirlwind felt that odd shiver run up her spine again when Prism withdrew, but it didn’t last long before Prism pushed back in, causing Whirlwind to let out another gasp of ecstasy. With each slow thrust Prism was able to fill her anus with more and more of his dick. 

After a few seconds of slow thrusts he was able to finally hilt inside her ass. Whirlwind panted the whole time, this was truly a strange feeling. But now that her anus had grown accustomed to his size the only thing she was feeling was a need to be rutted. 

Now thoroughly lubed inside, Prism started out with long, hard thrusts into Whirlwind’s anus. With each smack of her flanks she let out a sharp gasp of bliss, her marehood began to grow wet again with each thrust Prism gave her. Seeing that it was indeed easier, Prism braced himself and began to thrust faster into Whirlwind. Her gasps turned into cries as Prism drew back fast and slammed his dick in and out of her hole. Whirlwind’s tongue lolled out of her mouth, her head in a daze from the odd euphoria of having her ass fucked. The bed squeaked with each hard thrust, pushing Whirlwind further onto the bed. 

“Prism…!”

“Y-Yeah?!”

“I…I…I love you!” 

Prism’s eyes went wide from hearing that, but he was sure that it was just the heat of this moment, still, he let himself indulge the feeling of those words. He lowered his upper half onto Whirlwind’s back, giving him a better angel to thrust into her. Prism could feel another one coming, and he was sure that this was most likely the last one so he made it last as long he could.

“My mane, pull it!”

Prism was starting to like this kinky side of Whirlwind. The stallion opened his mouth and bit down on a tuft of her frost colored mane, he then pulled back as he thrust into her, causing Whirlwind to let out a scream of pure bliss from the combination. Prism adopted a piston technique, pumping in and out of her as his balls slapped against her marehood, adding even more pleasure to the whole experience. 

With two more hard thrusts, Prism hilted inside Whirlwind’s ass and cummed inside her for the third time tonight, releasing her mane so he could concentrate on this great orgasm. The pegasus mare arched her back and cried out loudly as her anus filled to the brim with her ex-coltfriend’s dick milk. Even surprising herself when she too cummed from the lewd act. Whirlwind collapsed onto the bed, with Prism still giving slow humps to her ass to ride the last throes of his climax, feeling her anal walls contrarily push him out and pull him back in. 

When it was over, Prism slumped onto Whirlwind’s back, completely spent. A steady stream of cum flowed from her plothole and down her legs, making both pair quite the mess as their sweat drenched fur mingled together. Whirlwind, with some effort, managed to turn her head to the still mounted stallion, she smiled him and kissed him on the nose. To which Prism returned with a kiss on the cheek. 






(Later that night)


Prism was lying with his back against the headboard, Whirlwind was resting on his chest, listening to his breathing and heart beat as if they were lullabies. His left foreleg was draped over her as he looked down at the mare he once loved…still loved. Prism touched his scar where the bandage had once hidden it, the feeling of air now touching that area was strange to him since he did everything he could to hide it.  

He felt bad for rutting with her so hard, after she had just gotten through doing an airshow and was no doubt exhausted. Perhaps that’s why she hadn’t woken up yet, just as well, he had no intention of waking her up, not if it meant he could continue to look at her sleeping face, and enjoy the weight of her body on him. 
Soon Whirlwind began to stir, yawning loudly and blinking her eyes a few times to adjust them. She looked up at the smiling face of Prism and smiled back at him. 

“Morning.”

“Actually it’s the middle of the night still, at least three ‘o clock or something,” said Prism. 

“Oh…well, whatever.” She snuggled closer to his chest. “I meant it…you know.”

“Meant what?”

“When I said I loved you.” 

Prism looked away. “Dubz…you said that in the heat of the moment, you were excited and…”

“I know what I said Prism, and I wasn’t too blissed out of my mind to understand what I said. I meant it, I love you – screw that, I never stopped loving you!” 

Prism gritted his teeth, he so desperately wanted to tell her the same thing. “I can’t…Dubz, I don’t want to hurt you!”

“You won’t, you’ll have this,” Whirlwind touched his scar gently, “and me to remind you to be a better stallion than you once were.” 

Prism sighed heavily. “I’ve been a jerk to you, my bro, and my Mom…Do you really want to be with a guy like me? As much as I hate to admit it, Hot Head’s a lot more…polite and nicer to you than I was when we were dating, you’re probably better off with him.”

Whirlwind let out an exacerbated sigh. “Yes he’s polite, yes he kind of has an ego to match yours and a showoffyness that’s only rivaled by you! But Prism, even when we were apart, all I could think about was you! Don’t think you’re the only one still carrying baggage from that day! I never forgave myself for just leaving you in the lurch like that, when you needed me most I just gave up! I was happy when you still wanted to be friends, because I was hoping that could mean a way back to you, and you to me!”

Prism looked upon Whirlwind, seeing the conviction and sincerity in her words radiate from those intense eyes. “I really don’t deserve you.” 

“No you don’t, so you better show that you do!” Whirlwind demanded. 

Prism nuzzled against Whirlwind’s neck, the pegasus mare doing the same as she held onto the stallion she loved. Prism knew it would be hard, earning and keeping this love alive between them, now that they had it back, neither one wanted to let it go ever again. 

“I love you Dubz.”

“Love you too, Priz.” 
> Cotton Candy x Crème de la Crème 
> --------------------------------------------------------------------------

Cotton Candy, a young earth pony mare of eighteen, and the daughter of Pinkie Pie and Pokey Pierce, felt way out of her element today. She was wearing yellow shorts, and a white tank top, her double D sized breasts jiggling with each motion she made. Her fur was a powder blue, and her mane was a bubblegum pink color with a swirling light-gray stripe in it. The earth mare stood at the center of a big ballroom, her tail swishing back and forth in nervous agitation as she looked at all the chairs and tables, her mind went to work figuring out where what would go. 

“Okay…so…the tables should go over there – no wait! Some need to be closer to the windows in case they want a view! But then they won’t be able to hear the band too well if they’re too far away! Ooohh…!”

Candy quickly got a lock of her mane and began chewing on it while rubbing her hands together, her topaz eyes the size of pinpricks as she began to tremble from the anxiety, a habit of hers whenever she started to freak out. You see, Candy had been asked to plan a party for a friend of theirs, a mare named Crème de la Crème. Crème wanted her party to be fun as can be so she asked the one mare she knew who could help her with that, Cotton Candy. Now Candy was never one to turn down a friend for help, especially when it involved planning a party. But right now, she was possibly rethinking her position on this. 

At that moment the doors to the ballroom opened up and revealed the mare in question. She stood at a stark six-foot-five, her coat an immaculate off-white, her mane was long, reaching to her back and colored wisteria with a light shade of lavender highlight. The unicorn mare, dressed in a blue halter-top and gray jeans, saw the nervous state of Candy and rushed over to her worried. 

“Candy what’s wrong?!” Crème asked. 

“Oh…n-n-nothing Crème, I’m fine! Just-Just fine!” 

“Well…you don’t look all that fine to me…You’re chewing on your hair Candy, let’s sit down for a minute okay?” 

“O-Okay…” 

Crème led Candy to a table and sat the poor mare down. The unicorn mare sat next to her, rubbing her hand on Candy’s back in soothing circles to help her calm down. After about a minute, Candy’s breathing calmed and she finally let go of her hair, although she was still trembling a bit, it was considerably less than earlier. 

“Are you feeling better now?” 

“A…A little, yes. Thank you Crème,” said Candy. 

Crème smiled at the young mare. “No problem at all. Although, I must know, what caused you to be like that?”

Candy let out a sigh. “I just…this is my first time planning a party for you and your Canterlot friends, and I don’t want to disappoint you!”

“Oh Candy, you could never disappoint me! But…if it’s too much for you, there’s still time to call it off.”

Candy looked at Crème with panic in her topaz eyes. “No-no-no, you don’t have to do that! I promise this room and party will be ready before the weekend!”

Crème could see that Candy was deadly serious in her conviction, but still, she was worried by that look Candy’s eye. 

“Alright, but…maybe you should go and get some rest. You’ve been at this since this morning and it’s already midafternoon.”

Candy looked hesitant. 

“For me?” Crème asked. 

Candy looked up at the tall mare, seeing the concern etched into her beautiful visage. She blushed a little, never having looked at Crème that closely before, and honestly, she was moved by her worry for her. 

“I guess I could take a break for an hour or two, but then I’m coming right back and getting to work again!” Candy proclaimed. 

Crème nodded her okay. She then watched as Candy walked out of the ballroom and headed down the hall to one of their guest rooms. Crème sat back in the chair, now she was the one nervous, after seeing Candy in such a state, she was worried that maybe it was a bit of a tall order for her. She knew the mare was good at planning parties in Ponyville, but Canterlot parties weren’t as much fun as the ones in Ponyville, that much she knew. A lot of ponies her age were very…uptight, and somewhat rigid, Crème wanted to have a fun and wild party like the ones that Del had told her about that Candy and her mother hosted. 

Crème placed her hands over her eyes and began to rub at them, trying to figure out a way to help Candy not be so nervous, or at least do something to relieve the stress and show her that she didn’t want something Canterlot refined.

“Oooh, maybe I put too much on her shoulders.” Crème lamented. 

“Or maybe you should have more faith in your friend.”

Crème looked up and saw her mother walking towards her, Fleur de Lis. The tall unicorn mare, wearing a white sundress, sat on the chair adjacent to Crème. 

“Mother…? I do have faith in Candy! She just seems to be a little wound up and thinking that I want something else,” said Crème. 

“Well, have you told her what you want?” Fleur asked. 

“Well yes I have, but I think she thinks that I might be kidding and want the opposite of what I asked…I don’t know…but it’s really getting to her and I don’t know what to do?! I don’t want to call it off and hurt her feelings, but at the same time I don’t’ want to make her stressed out…”

Fleur put a finger to her chin as she thought about the dilemma. “You know dear, sometimes merely talking isn’t enough to help a friend. There are times when you must get…physical with your comfort.”

Crème looked to her mother curiously. “‘Physical’? What do you mean?” 

“Hmmm, well…I recall one time when Rarity accompanied me on a tour of Prance during Fashion Week, she was to design a dress for me, and it wasn’t as if she hadn’t done so before, but this was for an audience, and really, it was her first foray into the fashion world. I remember the poor dear being as jittery as a Chihuahua.” 

Crème leaned in, “Well…what did you do?”

A blush formed on Fleur’s face, along with a coy smile. “Let’s just say that what you might need to do, and be weary of how you approach this, is go into Candy’s bedroom…and, well, maybe this will help!” 

Fleur’s horn lit up as she gathered mana into it. Crème stared at her mother’s horn, wondering what exactly she was doing. Her answer came when she suddenly felt a fierce tingling sensation right between her legs that made her jump up out of her seat and fall to the floor. 

“M-Mother what are you doing?!” 

“Just hold still love, it can feel a little strange at first but trust me, you’ll love it before the end of the day.” 





Candy lied awake in her bed, no matter how hard she tried she couldn’t stay asleep for more than a couple of minutes before another worry of hers jostled her back to the waking world. She hated feeling this way, feeling as if she was going to disappoint a friend, all because she couldn’t relax was too worried about how Crème and her Canterlot friends would react to her party. 

I know what Crème said…She wanted one of my parties, the kind I throw back at Ponyville…still…if I did that, it might not go over so well with her Canterlot friends! I could make them hate her or embarrass her! And then she’d be angry at me, and she might stop coming to Ponyville to visit, and Del would be sad and mad because I was the one who made Crème not want to come to the farm anymore!

Candy was starting to hyperventilate all over again. Her chest heaved up and down as she curled herself into a ball, trying to stave off the thoughts of her causing the ever-downward spiral of ruining the friendships of two friends. Just then she heard a knock at the door. Candy assumed it was probably Crème coming to check on her, she took a few calming breathes, trying to get herself under control before seeing her. Candy swung her legs off the bed and made her way to the door. 

When she opened it up, a very nervous and red-faced Crème greeted Candy. “H-Hello Candy…A-Are you feeling any b-better?”

Candy looked upon Crème, her own anxiety leaving her as she focused more on the odd behavior of Crème. She was standing there, fidgeting, her legs held tight together as her arms were held out in front of her, twiddling her thumbs. 

“I am…um, Crème, now I’m wondering if you are alright,” said Candy. 

“Well…yes, and no…it’s complicated…” Crème began to chew on her lower lip. “I shouldn’t have come here!”

Crème started to leave, but Candy quickly opened the door and caught the older mare by the wrist, causing Crème to freeze where she stood. 

“Crème, I don’t know what’s wrong, but I want to help! Whatever it is, no matter how embarrassing, I’ll listen and help if I can!” 

Crème glanced back at Candy, into those caring topaz eyes of hers, it was hard not to feel obliged to let her do all she could to help her alleviate one’s problems. But this was one that she wasn’t sure she wanted Candy to help with, especially when it was given to her by her own mother!

“I’m not letting go until you tell me what’s up,” said Candy with finality. 

Crème let out a sigh of defeat. “Okay…but, let’s talk in your room.”

Candy nodded and let the mare walk inside, for a moment, Candy thought she saw something bulge between Crème’s legs. She shook the arrant thought of her mind. Although, Crème’s tail was swishing as if agitated, and for some reason there was a strange scent in the air, something that made Candy’s body heat up from deep in her core. Again she shook these thoughts from her mind, she needed to concentrate on helping Crème. The unicorn mare had sat down on the edge of Candy’s bed, just as Candy closed the door behind her. 

“So Crème, what’s wrong?” 

Crème still seemed embarrassed to say anything, but knew that if she didn’t address it, it would only make Candy worry more. 

“M-My Mother…she told me of a way to help you with your stress Candy, a way that she and Mrs. Rarity used when they toured Prance during Fashion Week a long time ago,” said Crème. 

Candy sat beside Crème, making the unicorn mare flinch from the proximity. “Really, she did?! Well what is it?!”

“First off, Candy, I need your honest opinion on a couple of things before I tell you.”

Candy cocked her head to the side in confusion. “Ooookay, I guess that’s alright, what did you need to know?”

“Well…ahem… do you think I’m attractive…?”

Candy blushed hard from the question, she averted her eyes for a moment, her mind trying to come up with a response that didn’t sound pervy or sound like she had been staring at her long enough to take in every detail. Well, in all honesty she did, her borderline OCD made her take in a lot of details of the ponies she met, and that included Crème. 

“I…I don’t…I definitely think you’re pretty, really pretty…like supermodel pretty! And…I guess, from an objective standpoint…y-yeah, I kind of do.” 

Crème seemed to become less tense, but only a smidge. “Okay, so…have you ever…experimented?”

“‘Experimented’? You mean like with chemicals, different methods of furniture arrangement, my mane style?” Candy asked. 

“N-No, not exactly like that…What I mean is, have you ever experimented…*gulp*…sexually?” Crème clarified. 

Now Candy’s face was a crimson red, almost purple in contrast to her blue fur. “O-OH! Um…well…Crème, if I tell you, can you keep this a secret?”

“Of course.”

“I mean it! Like take it to your grave, I’ll die before I’ll tell anypony promise!” 

Candy got right in Crème’s face, looking very serious. Crème gulped and nodded her affirmation. The earth pony mare backed away and took a calming breath before she started. 

“It was…maybe a year ago…I had a sleepover with Anthea, just us girls. We started talking about this and that, and the topic eventually landed on what kind of colts we liked. It was pretty much a one sided conversation, since she was with Turquoise and all. But then she asked me if I ever thought about kissing other mares.”

Candy saw the surprised look on Crème’s face. 

“I know what you’re thinking, but this is Annie, she’s not afraid to ‘go there’ with some topics, and in a way I admire that. It’s not that she doesn’t have any shame about it, it’s just that, she’s not embarrassed by it. Anyway, she told me how she got kissed by her friend Amber Lily, it wasn’t anything romantic, but she said that she kind of liked it. She even asked me if I wanted to try it. I won’t lie, I always thought Annie was cute, so, I didn’t see the harm, it wasn’t like I felt anything romantic towards her.

We started out light, kissing, but we started to get into it and soon the kissing turned a little passionate. You know, tongue of war. Before either of us knew it, we were hugging each other, keeping the other close as we kissed. Annie started moving her hands over my body, touching my rump and playing with my tail. I did the same to her, but it didn’t take long before I started to touch her breasts, we took our shirts off and just made out again, pressing our chests against each other.

After a little more of that we just kept rubbing our hands over each other’s bodies, but we uh…we never touched there.”
Crème kept her hands over her crotch the whole time, feeling a very uncomfortable tightness in her jeans. “So you and Anthea didn’t touch each other’s marehoods?”

“No…we didn’t want it to go that far, it was nice just kissing and caressing each other. We just went to bed together after that, but we slept naked in the bed, holding each. It felt nice, like I was closer to Annie because of it. Anyway…that’s as far as I’ve ever experimented with anypony…Crème?”

“Yes?”

“Is the thing that will help me become less nervous…sexual?”

Crème nodded, reluctantly. Candy held herself for a moment, her arms making her bountiful bosom push up. 

“I have heard that doing stuff like that can be a great stress reliever…and…with the way I’m feeling, I’m not completely unopposed to the idea…”

Crème looked upon Candy with slight surprise. “Candy, you don’t have to, it was just a stupid thing Mother suggested! My Mother can be a little eccentric from time to time!” Crème laughed nervously.

“Don’t bring it up unless you mean it, Crème. Are you…Are you offering to help de-stress me, by…doing ‘things’ with me?” Candy asked sternly. 

Crème didn’t want to say yes, she didn’t want to take advantage of Candy’s vulnerable state, but the package between her legs was making her thoughts less than pure, and after hearing that story, she was more curious and aroused at the same time to try those things out with Candy. She had to admit, Candy was a fine young mare. Candy had supple curves, not exactly slim, but not too big either. And then there was her breasts, Crème knew her own were nothing sneeze at, but Candy’s were big, and looked really soft. Crème swallowed hard. 

“I do mean it, Candy. I want to – MMMPH!”

Before Crème could finish her sentence, Candy’s muzzle had already met her own. She kissed the unicorn mare gently at first, but after a couple of seconds Candy began prodding at Crème’s lips, asking for entry. Crème obliged, opening her mouth to allow the mare’s wet appendage into her mouth. Their tongues danced in each other’s mouths as low moaning started to carry to their ears. 

Candy reached out and carefully slid herself next to Crème, the height difference made it so that Candy was kissing up into Crème. The older mare was hesitant at first, but quickly let herself become overrun with the growing arousal of their make out session. She reached out and held Candy closer to her body, their breasts squishing against each other’s sides as they did so. The two mares separated for a moment, allowing themselves to catch their breath. 

A lustful spark could be seen reflected in the other’s eyes. Crème raised her left hand, guiding it towards Candy’s breast, but she paused, flinching at the action. Was it really okay to touch her, kissing was one thing, but groping another mare’s chest was a little…

Suddenly Crème felt a hand gently grab hold of her wrist, she looked down and saw Candy slowly pulling her hand back and resting it against her right bosom. A surge ran through her hand and up her arm, causing that tightness between her legs to increase. When she looked to Candy’s face she saw that the mare was blushing heavily, but her smile was still prominent. 

“I said it wasn’t the first time I was groped, and…well…I kind of want you to, Crème.” 

Crème felt her heart beat a little faster, she began to squeeze on the – incredibly soft, quite a handful – breast. Her fingers sinking into the fleshy orb, Crème massaged it, and moved it around in circles. Candy let out a blissful moan as she leaned against Crème’s right shoulder, letting the older mare play with her breast and she enjoyed the sensation. 

“Wait,” said Candy. 

Crème stopped and looked worriedly to Candy. “Did I do something wrong?” 

“No, no, it felt good. But…I want to feel it more…directly.”

Candy got up from the bed and stood in front of Crème. She then placed her hands at the rim of her tank top and pulled upwards, the edge slipping over her bouncing breasts that were barely contained by her bra. Candy let the top fall to the floor and proceeded to unhook her bra, after a short few seconds the undergarment came loose, falling into the floor and allowing Candy’s endowments bounce for a moment before wrapping her arms around them. 

Crème watched as Candy gave her a nervous smile and proceeded back to the bed, only this time, instead of sitting at the edge, Candy crawled onto the mattress and flopped onto her back. Leaving her chest exposed and waiting for Crème, the unicorn mare understood what she wanted and crawled onto the bed as well. Crème straddled the young mare’s hips, looking down at the DD’s, the nipples sticking up and erect. The Canterlot mare was feeling a little more confident now that Candy had removed her shirt, and Crème decided that she should be bold as well. 

Candy watched from her position as Crème began to take off her halter top, it was starting to feel like that sleepover with Anthea, but for some reason completely different, the thought of that both scared and excited her at the same time. With a flick, Crème removed the garment and tossed it off the side of the bed, making Candy stare at her bare chest and light pink nipples. 

“You…You weren’t wearing a bra?!” Candy asked. 

Crème smiled. “It feels too…stifling, I think is the right word. I’m sure Mother could commission a custom made one for me, but I don’t see the need. Although…” 

Crème leaned down, pressing her own breasts against Candy’s. She moved herself up and down and around in circles, making their erect nipples poke and scrape at each other. Candy let out throaty moans, Crème’s nipples were stiff and pushed into her own, almost as if she were fucking her breasts! 

“If you want, I could ask my Mother to commission a bra or five for yourself? Finding the right one to fit to these must be very hard,” said Crème in a sultry voice. 

Candy continued to moan and squeal a bit. Crème pressed harder against Candy’s chest, feeling her own nipples sink into her warm plentiful chest. 

“I didn’t quite here you love, what did you say?”

“N-N-No it’s – Aaaahah~ – fine! I-I could just ask M-Mrs. Rarity, but I don’t – oh Celestia – I don’t want to impose!” 

“Tsk, tsk, tsk, that will never do! You mustn’t neglect the care of such beauties as these.” Crème rose up and placed her hands on both of Candy’s breast, she began kneading the plump flesh, burying her hands in the handfuls she had. “In fact, maybe I should show them some affection?”

Candy nodded her head, too lost in Crème’s ministrations. The unicorn mare scooted back till her rump was sitting on top of Candy’s lap, she leaned back down and opened her mouth, latching it onto the left breast. Crème suckled the orb, swirling her tongue around the areola and pushing against Candy’s nipple to the point of sinking into her again. Candy threw her head back and let out a load moan, feeling that same sensation of having her breast fucked again, the warmth and moistness of Crème’s mouth drove her wild. 

Crème detached from the left and went to the right, using her right hand to play with the breast she just released. With her left hand Crème squeezed the breast in upward motions as she sucked, almost as if she were a nursing foal and trying to drink from it. Candy could feel a wetness growing between her legs, a fire burning in her loins that was far greater than when she messed around with Annie. She wanted to make Crème feel good to, but she was at a loss at how to do so from her position, it was then that she spotted Crème’s horn. 

Candy leaned her head forward and stuck out her tongue, giving the magical appendage a long, sensual lick. Crème’s body stiffened up as her tail flicked upwards, she released an ecstasy filled moan right into Candy’s breast that reverberated within her, amplifying the already pleasuring experience. Crème looked up with her blue eyes, locking them with Candy’s, the unicorn mare smiled and went back to work, doubling her efforts on Candy’s bosom. Candy was willing and content to let Crème continue pleasuring her body, but that wouldn’t do, a friend doesn’t leave another friend hanging. 

The earth pony mare brought up both her hands, resting one on the back of Crème’s head, Candy brought her other hand to her face, and she licked the whole thing till it was a slopping mess. Once she was done Candy wrapped her hand around the horn, gently going up and down its length, coating it in her warm saliva. 

Crème suddenly felt her horn heating up, her magical aura appearing around it. Her tail wouldn’t stop flicking back and forth, and the tightness in her jeans only became stronger, but at the same time it felt oddly good. Crème rocked her hips a little, grinding against Candy, and sending a wave of pleasure through both their nethers. 

Candy cooed and moaned at the sudden grinding, and returned it by bringing as much of Crème’s horn into her mouth as she could. It was difficult to bring more than the tip and a little more after that into her mouth from her position, but the added slobber and jerking motions of Candy’s hand more than made up for the rest. Crème’s mind was getting direct stimulation to the pleasure part of her brain through her horn, the magical energy surging through her body, exciting every nerve that connected to her erogenous zones. Candy could feel the horn heat up in her mouth, it wasn’t hot or unpleasant, but rather soothing. The magical aura tasted sweet, giving off little jolts of electrical stimulus to her mouth and tongue. 

Crème went at Candy’s breasts with more fervor, grinding herself into the lap of the mare beneath her. Both mare’s moaning and letting little cries of ecstasy into each other. Crème could feel it coming, the power building to a head in her horn, and something else. Something strange that she hadn’t ever felt before, Crème felt the familiar tingling in her marehood that preluded her climax, but there was something else, a growing pressure that built upon itself with each grind. Crème’s eyes bulged, her mind gaining a moment of clarity and remembering what exactly was between her legs. 

Before she could warn Candy the earth mare sucked hard on her horn, sending Crème over the edge instantly. Crème let out a loud moan into Candy’s breast, muffling it only slightly as she squeezed and sucked both of them hard. A surge of solidified mana poured into Candy’s mouth, making her cheeks bulge as the deluge entered. She quickly drank it down, trying to get as much as she could. 

The eros fueled mana quickly sent Candy over the edge as well, making her pussy spasm and spurt her love juices all over the insides of her panties and shorts. At that same time, Crème felt her own release. There was the first release of her juices that quickly stained her underwear and pants, but then came the second, thicker and heavier, filling the thin fabric and seeping out, finding any little nook or cranny to ooze from. The sensation of cumming from that new addition felt amazing and so different from the normal mare orgasm. Crème felt Candy buck her hips up a few times, making her grind back against her in response. The two mares were lost in their joint orgasm as their eyes glazed over with pleasure. 

Candy finally released Crème’s horn, a bit of the blue magical essence dribbling from the corner of her mouth, and some spurting onto her collar bone and neck. Crème had ceased her ministrations on Candy’s breasts, now resting her head on them as if they were a pillow, she chuckled inwardly as she now understood why ponies called them “dirty pillows”, she could also hear the heavy breathing and rapid heartbeat of the mare she just pleasured. Crème felt Candy’s other hand brush her mane gently, she groggily looked up and saw the topaz eyes once again, a blush still red as can be on her muzzle, but smiling broadly all the same. 

As she began to lift herself off the mare, Crème became very aware of the mess now in her panties and pants. When she rose up she looked down at herself, prompting Candy to look down as well. Candy saw the obvious stainage from her climax, a large wet spot forming around the crotch area of her shorts. But then she looked at Crème’s pants, there was wet spot, a big one at that, but something else. A whitish, glob-like substance was seeping out from the hem of her jeans, and a little from the zipper. 

“Crème?” 

Crème quickly got off her and pressed her thighs together, placing her hands between her legs in vain attempt to hide what was plain for Candy to see. 

“I…I didn’t want it,” said Crème. 

“Didn’t want what?” Candy asked as she propped herself on her elbows. 

“Mother…she said…she said it would help de-stress you…and make things fun for both of us!” 

“What did she give you?” Candy asked again, more concerned now. 

“I…I can’t…”

“Crème,” Candy got up on her hands and knees, she reached out and placed a hand on the mare’s cheek, leaning forward and kissing Crème gently, “whatever it is I won’t be mad, or weirded out. I live in Ponyville for Luna’s sake, weird stuff happens there all the time! So, it’s okay.”

Crème found solace in that gentle and encouraging smile of Candy’s, truly she did inherit her mother’s ways of making a friend feel better. Crème took a deep breath, parting her thighs and removing her hands. With trepidation she reached down and pulled at the button, once that was detached, she pulled down the zipper. Her embarrassment doubled as a glob of cum came seeping out and onto the bedspread. 

Candy didn’t understand where that was coming from or what it was, but she got her answer when Crème pulled back on her panties. Inside, amongst the thick, receding fluids was a penis! It was half erect and slowly losing form. Candy looked up at Crème, her face turned away, unable to look Candy in the eye after showing her the “gift” her mother gave her. 

“You said…your mom gave you that?!” Candy asked. 

“Y-Yes…It was how she helped Mrs. Rarity get over her stress, they……had sex, and Mother used this on her.”

Candy gulped. “So…are you…um…I mean, is Mrs. Rarity your –”

“Oh good heavens no!” Crème quickly interrupted. “It-It’s a spell…albeit a very…very, perverted and kinky spell, that just gives mares a stallionhood! I mean, there are some that can…um…help two mares have a foal…but this isn’t that one! It’s more for pleasure and just sex, oh…what’s that expression…? Ah-ha, I remember, it shoots blanks!” 

Candy understood now. “Got it, no babies in this batter.”

Crème chuckled at that. 

“Crème…can I see it? I mean, without the pants and panties and stuff…?”

“Are you sure…? It doesn’t gross you out?”

“Nah-uh, and, honestly, it’s probably more gross feeling for you to stay in those after…cumming all that much.” 

Crème had to admit, it was starting to feel a bit icky with the dual combination of her marecum and stallioncum mixed about in her pants. With that in mind, Crème got off the bed and stood at the edge, she pulled down both her panties and pants together, being mindful of her tail in doing so. Crème now stood before Candy, her hands behind her back as her flaccid member hung limply between her legs. If it were possible for Crème to be any redder, she surely was now. 

Candy crawled forward a little more, looking at the dick. Having Candy look at the extra equipment was most likely turning Crème on, because the member was becoming less flaccid and more rigid by the second. The penis grew out more and more till it was an erect seven and half inches in length, and four in girth. Candy stared wide eyed at the erect penis, lightly touching it with her fingers and making Crème shiver with delight. She moved the penis up a bit, taking a look “under the hood” as it were. Amazingly enough, Crème still had her mare bits. Candy looked up at the tall mare, seeing her fidget a bit.  

“Does it hurt when it’s like this?” Candy asked. 

“It just feels…strange, very strange, that’s the best way I can put it,” said Crème.

Candy went back to the tip of the penis, the whole thing was still a bit slippery from practically bathing its own juices, and Candy could smell that heady, musky aroma. Now she knew what she smelt earlier when Crème came into the room, it was the scent of a stallion’s cock, the same kind of musky smell that Prism tried to cover up when she accidentally walked in on him that one time. There was a drop of pre-cum forming at the tip, it was like bait, enticing Candy to come and lick it off. The earth mare felt her lips tremble at the thought of putting this in her mouth, mostly out of excitement and arousal. 

Crème couldn’t look down at Candy, she kept her gaze averted, wondering what the young mare thought of what her mother had cast on her. Her thoughts were quickly interrupted when she felt something wet and warm flick at the tip of her dick. Crème’s body shivered at the touch, and again when she felt it for a second time. She forced herself to look down and saw Candy lick the tip of her cock as if it were an ice cream cone! 

“C-Candy?!” 

“Crème it’s okay, just relax.”

Candy placed her hand at the base of the cock, and wrapped her mouth around the tip of the large member. Crème felt a jolt of pleasure shoot up her spine and into her head, she never felt anything like that before, the warm and wet feeling of Candy’s mouth, the light grazing of her teeth, and her tongue that licked around the medial ring and rubbed itself against the opening. 

Crème widened her stance, fearing that her legs would give out if she didn’t plant herself. Candy pulled forward, making Crème’s thighs bump against the edge of the bed, bringing more of her dick into the party planner’s mouth. Candy made sure to wet the cock well, letting it slide further into her mouth, hitting the back of her throat, and proceed further down. Crème’s eyes nearly went into the back of her skull from the sheer bliss of having Candy’s throat rap around her stallionhood, making her place both hands on the mare’s head, but not forcing, more for balance and a physical anchor if anything. 

Candy was able to get the length inside her throat, breathing steadily as to not excite her gag reflex. It was then that a fun idea popped into her head. Now that she had gotten close enough, Candy reached with her right hand and covertly hovered it underneath where Crème’s marehood was. She knew she was on target when Candy felt the steady dripping of Crème’s juices onto her hand. With her middle and ring finger, Candy raised them both up high till they hit the wet slit of her friend. 

“Aaaaahh~” Crème cried. “Candy what are you – Aahhaaah~”

Candy was able to easily slide her two fingers right into Crème’s pussy, her juices thoroughly lubing her fingers. Candy slid back on the cock in her mouth till she was at the medial ring and then moved forward again. Crème moaned loudly, but that grew louder when Candy drew out her fingers from Crème’s sopping wet sex. When she drew back her head, Candy plunged her fingers in. Back and forth she moved in a rhythm, bobbing her head in time with her exiting and entering of Crème’s pussy. 

Crème never felt anything like this before, both sets of genitals being stimulated at the same time was mind numbing. Whenever Candy withdrew from her pussy, she’d envelop her penis, whenever she backed away from her penis, Candy would sink her fingers inside her to the knuckle. Candy did this in a steady motion, but she quickly upped the tempo, bobbing back and forth as wet “shlicking” and slurping sounds echoed in the room. Crème’s mind was growing foggy with lust and bliss, all her senses seemingly concentrated on her lower regions. 

Finally, Candy abandoned her rhythm and went at her own pace, thrusting her fingers into Crème at a rapid pace. The mare hunched forward and let out a gasping moan, at the same time Candy bobbed her head faster against the cock, sucking and licking at different intervals, assaulting both her sexes with pleasure. 

“C-C-Candy I’m going to…to…!” 

Candy immediately stopped, ripping her fingers away from Crème’s pussy and removing the penis from her mouth as she backed away. Crème hunched over the bed, propping herself up on the palms of her hands as she panted hard and looked at Candy with disappointment. 

“W-W-Why did you stop?!” Crème asked. 

Candy smiled. “‘Cause I wanted to try something else for your finisher, stand back up.” 

Crème was feeling irritated, she was so close to cumming and Candy just stopped in the middle of it all, but with some effort she managed to stand back up, her pussy and cock tingling mercilessly from their denied climaxes. Candy sat on her knees as she approached Crème’s dick. She then grabbed one breast in each of her hands and parted them. Candy continued forward till Crème’s stallionhood was resting right between her cleavage. Candy then mashed her breasts together, squeezing down on the cock that rested between them. 

Crème was overcome with a new sensation, the warm, marshmallowy soft breasts of Candy. She watched as most of her dick disappeared between them, only the head sticking up between the two mounds. Candy looked up at Crème seductively, she began moving her breasts up and down, the combined pre-cum and saliva working as lube to make the sliding smooth. Crème couldn’t believe how good this felt, it was so warm and soft! 

Candy, pleased with the reaction she was getting from Crème, added something else to the mix. She placed her mouth over the tip and began sucking on it, making Crème hiss in ecstasy. Candy used her breasts to jerk Crème off while she greedily suckled from the tip of her dick, licking it and going back down once again. It didn’t take long before Crème felt the buildup yet again, the growing pressure from the back of her phallus and the subsequent engorging. 

“Candy…Candy! Oh Celestia, I-I’m think I’m – cumming!” 

Crème hit her limit and cummed for the second time. Her marehood released a stream of juices that sprayed down her inner thighs, while her cock released its own flood of thick, creamy cum into Candy’s mouth. Candy sucked down the salty, sweet seed, continuing to use her breasts to milk out more and more and prolong Crème’s orgasm. The unicorn mare arched her back slightly, gritting her teeth as she grunted from each seemingly unending spurt. 

Candy released the tip with a wet pop and let her cleavage bury the tip. She pressed her breasts together, letting Crème dump the last few spurts of her cum within the marshmallow orbs. Some of Crème’s cum seeped up between Candy’s cleavage, spilling out below and dribbling onto her belly. Crème pulled away from Candy’s fun bags and panted hard, collapsing onto the bed beside Candy as she basked in the afterglow. Candy parted her breasts, seeing the thick creamy substance that coated either side of her breasts, she ran a finger over the mass that clung to her chest, and brought that same finger up to her mouth, lick it off as if it were frosting on a cake. 

The earth mare was still in need of her own release, and really, there was only one way to satisfy it. Candy reached to her shorts, she then unbuttoned and unzipped them, pulling down both her shorts and panties at the same time. She fell onto her back and put her legs into the air as she pulled them off and tossed them to the floor. Candy laid on the bed, splaying out as she was now free and in the buff. 

Crème rose up, propping on her elbows as she looked over at Candy. “Do you feel better, Candy?”

“Uh-huh, a whole lot better! But…would it be too much if I asked if we could do more?” 

Despite the grand orgasm she just had, Crème was still feeling very horny, even more so after now seeing Candy’s naked body splayed out before her. 

“I would not object to doing more,” said Crème. 

Candy smiled again, although it was more seductive than anything, her switch having been flipped minutes ago. The earth mare crawled backwards till her head rested on the pillows, and, in the most embarrassing and lewd act she could think of, Candy opened her legs and used her fingers to part her pussy lips and presented her love tunnel to Crème. 

Crème needed no other hint, in fact, the thought of this both aroused and excited her all at once. Since starting their little de-stressing session, in the back of Crème’s head, she wondered what putting her stallionhood into Candy’s vagina would feel like. The mere thought of it made her tingle all over, and was definitely enough to rouse her dick back to full mast. 

The unicorn mare crawled onto Candy, making the earth mare aware once again of their height difference. Crème used her right hand to place the tip of her penis right in front of Candy’s pussy, just touching it with the tip sent electrical jolts up through her cock, almost as if it were begging Crème to hurry up and put it inside. Crème took one look at Candy, making sure this was what she wanted. Candy nodded, her smile never faltering in the slightest. 

With that confirmed, Crème pushed forward. It wasn’t hard for her to get the tip inside, a wet pop sounded off immediately upon entering Candy. The young mare released her parted labia and brought them back up to her, gripping onto the sheets from the intruder now pocking inside. Crème pushed a little more, bucking her hips lightly as she entered further into Candy. 

Candy let out a gasp as her back arched, feeling her inner walls stretch more and more to accommodate Crème’s large phallus. For Crème, she did all she could to keep herself from cumming right then and there, the tight, warm, wetness of Candy’s love tunnel was vastly different and felt so much better than her throat or breasts. For a moment she thought she wasn’t going to be able to get much in, but their combined slickness only aided in allowing Crème to plunge further. It was only a question of getting Candy accustomed to her size, and she was glad to say, Candy was quickly adapting. 

Crème stopped when the tip hit something inside her, she looked down at herself and saw only a few inches separated her from bottoming out in the mare beneath her. Crème had a good idea of what she was hitting and looked to Candy, silently asking if it was alright to keep going. Candy looked back at her, seeing the slight bulge of Crème’s penis push up from inside her, she could tell just how far she was going. And even knowing that, Candy nodded firmly, bracing herself accordingly. 

The unicorn mare planted herself, rearing back and thrusting herself as fast and as hard as she could in one go! Crème hilted inside Candy, and at the same time, the last few inches of her penis broke through the wall separating her from Candy’s womb. Candy let out a loud cry of ecstasy, feeling Crème reach the deepest part of herself, it nearly knocked her out from the sudden rush. Candy breathed heavily, but Crème bent down, kissing the mare passionately like she did before, tasting a bit of her own cum on the earth mare’s tongue. 

When she separated, the fire was reignited in Candy and in Crème. The unicorn mare drew back, exiting Candy’s womb and sliding back till only half of her length was inside. Crème slammed her hips forward, shaking the mare beneath her and watching her breasts bounce freely from each thrust. 

I’m was starting to see the appeal, I never knew being inside another mare felt so good, now I understand why stallions like it so much, it’s very addicting, thought Crème.  

For Candy, it felt like Crème was literally trying to fuck her brains out.  With each thrust, each slapping of their sexes, she felt a little more of her mind blank out, she couldn’t think of the party, about the planning, heck, there wasn’t even any room for her to worry about the party in general!

I get it, I get it now! I can’t worry about something if I’m too busy enjoying something like this, thought Candy.

“Candy, I’m getting close again!” Crème warned. 

“Go ahead, fuck me and blow your load inside!” 

Crème did as she asked, rocking her hips in a piston motion in and out of Candy with wanton abandon. Candy and Crème scrunched their eyes as they felt their orgasm’s nearing again, getting closer and closer until…!

“AAAAHH~”  

“AAAAHH~”  

Crème hilted herself inside Candy with one final thrust, unleashing another flood of cum right into Candy’s womb, and at the same time her own marehood cummed as well, staining the bed sheets. The resulting sensation of being filled helped Candy achieve her own orgasm, making her pussy gush out with her feminine juices. Candy arched her back at the same time as Crème, the earth mare’s womb and inner walls becoming full and coated in Crème’s thick dick milk. Crème was in heaven again, feeling Candy’s vaginal walls contract, milking her dick for all it was worth and causing her to blast another load inside! A slight bulge started to form around her stomach, but after a bit it stopped growing. 

Both mares came down from their high, staring at each other. Both their coats sheened from sweat, their manes in complete disarray, but still, to either mare, the other was still beautiful and cute even looking as they did. Crème eased herself out of Candy, letting a stream of her cum pour out from her quivering sex. 

“That…felt… fantastic, Candy…” Crème said in between pants. 

“I…know…I loved it too…but…” 

“But?”

“You can’t stop now.”

Crème looked to Candy in confusion. “Well, not to seem rude, but, I’ve…ahem…pretty much finished in pretty much every, uh, nook and cranny.”

“Not every cranny!” 

Crème pushed back to see what Candy was talking about. The powder blue mare held her legs up, arching herself back to reveal her anus, nestled just beneath her tail dock. Crème gaped at what Candy was asking. 

“Y-You want me to…put it in…in there?!” Crème asked with trepidation. 

“You have to Crème, otherwise it isn’t finished! You came in my mouth, with your horn and then your dick. Then you came on breasts, and lastly you cummed inside my vagina! It’s not complete, you have to finish in every part of me! That includes here too!” 

To Crème this was an odd request, but to Candy, it was a matter of keeping things in order. Her OCD apparently wouldn’t let it end with just a creampie, she needed it every hole in order for it to be all tied up and in order. And right now, she was on the verge of going into panic mode if Crème didn’t start doing something. 

“Candy…I don’t know about that…I…I might’ve been a bit curious, but…I’m just now sure if I’m ready to…”

“Crème, I know you’re not, neither am I! But, right now, it feels like if you don’t, I won’t let it go! I got all messed up when I saw Prism not eat the pickles in his hayburger and kept eating around it! AROUND IT! So please…!” 

Crème saw the desperate look in Candy’s eyes, she didn’t want her to start panicking again, and the whole reason for this was to make her forget her stress. With a reluctant sigh, Crème agreed. 

“Okay…b-but if it hurts or feels weird to you we’ll stop, alright?!”

Candy was touched that Crème cared about her wellbeing like that, not that she thought she didn’t or anything like that, it was just nice to hear it out loud. Candy nodded and continued to hold her position. 

Crème went back to where she once was, she thought it strange entering from this position, she’d often heard of mares being on their hands and knees when performing such acts. But in a way this was probably better, at least Candy could see her during the whole thing and not feel anxious about the unknown. Crème’s dick was already stiff again, she had to give it to her mother, this spell didn’t wear out, probably drew its strength from the willingness of the one who had it, so that as long as the mare felt aroused and was wanting, the phallus would continue to become erect. 

The unicorn mare brought the head of her cock to the contracting anus, she gulped audibly, both out of anticipation and a slight feeling of worry for doing this. Candy did pretty much the same, holding her legs spread open and presenting her plothole to Crème to fuck was a bit nerve-racking. Crème gently pushed against the opening, already she could feel an intense heat flowing over the tip. Thanks to the lubrication from her earlier orgasm, Crème slid the tip in with only a little resistance. 

Candy tensed up from feeling something enter where stuff usually exited. Crème slowly pushed forward, feeling the tight walls of Candy’s anal cavity tighten around her, it was even more intense than when she was inside her pussy, and a little hotter too. Candy gasped out loud as her mouth hung open from feeling the large member push into her anus, making her anal walls stretch out more so than they ever had before. But she remembered to breathe, she had to remain relaxed or it would hurt, that much she knew of. 

After an almost agonizingly long minute, Crème finally bottomed out in Candy’s ass, shuddering slightly at feeling how deep her dick had gone inside of Candy’s bowels. The heat and tightness were strange, foreign in feel to the way Candy’s marehood was, but at the same time, not at all unpleasant. Crème just stayed like that, letting Candy adjust herself to the foreign feeling of having her anus filled with a stallionhood, and to say that the look on her face was erotic would be an understatement. Candy’s eyes were almost rolled into the back of her head, her mouth still hung open and her tongue lolling out. 

Seeing this just spurred Crème to start, so she slowly drew back a little and pushed back in. With each thrust she pulled more of herself out, letting Candy’s plothole get used to the size and length as it entered and exited. After slow thrusting for a minute or two, Crème started to find it easier to move, her anus loosening from her ministrations. 

“Candy, I’m…I’m going to start going a little faster, alright?” Crème asked. 

“Y-Yeah…go ahead!” 

Crème lowered herself a little and started moving faster. Candy let out low moans that came out in short gasps with each thrust of Crème’s dick, the odd sensation that started out as a mixture of pain and pleasure had evolved into just pure pleasure as Crème began fucking her plothole in earnest. Lewd and embarrassing sounds emanated from each thrust, but it was only fuel for the fire, making Crème thrust faster into Candy’s ass. 

Candy had long since released her grip on her legs and wrapped them around Crème’s midsection. Crème herself was now leaning over Candy, giving the earth mare a view of her voluptuous D-cup breasts swinging pendulously over her. Candy decided that one good turn deserved another. She reached up with her arms and brought Crème’s body closer, once one of the breasts was close enough, Candy opened her mouth and latched onto the light-pink nipple like a leech. 

Crème let out a gasp of ecstasy from the sudden added sensation of Candy suckling from her. She went at them, switching between one and the other, all while Crème continued plowing Candy’s ass. Candy reached between them with her left hand and shoved her middle and ring finger deep inside her pussy, fingering herself as Crème continued her thrusts. Candy moaned into Crème’s breast, sending vibrations that excited Crème further. Both mare’s minds were becoming lost in a haze of lust, the only thing that mattered now was the pleasure either mare gave to their partner and what she received in turn.

Crème could feel her orgasm nearing once again, and so too did Candy. They needed no words this time, they could tell in the increased moaning, breathing, and ministrations of the other. Crème gave one last powerful thrust into Candy, causing her eyes to bulge as she felt Crème release inside her anus. Candy worked her pussy a little more and gave her clit a squeeze, causing her to climax then and there, spraying a dual combination of her cum and Crème’s leftover onto the taller mare’s belly.  

The deluge immediately filled her anal canal, and from what she felt, it wasn’t stopping! Candy started to feel that familiar full feeling again, her eyes traveling to her stomach as she watched it grow yet again, it was scary and sexually arousing at the same time, knowing that Crème was filling her to the brim with cum, feeling her stomach and expand from the sudden flood of semen, it was all so good! 

Crème gave a couple more thrusts into Candy before her orgasm finally ended. She pulled out of Candy and let herself fall backwards onto the mattress. Another river of cum flowed from Candy, this time from her anus. Candy pulled her fingers away from her pussy, basking in her afterglow, doubly satisfied not only sexually, but also so that her OCD was no longer a problem. 

Candy watched as Crème crawled from where she had lain and up to where Candy was, lying next to her. Crème’s horn lit up, using her magic to slip the – now ruined blankets – off the bed and drape them over their tired bodies. Candy rolled to her left, bringing herself face to face with Crème. 

“Thank you, Crème, as weird as that was, it really helped,” said Candy. 

Crème shook her head. “I’ll admit, my Mother’s method was…extreme, but, if you’re feeling better, than I don’t need thanks. Your smile is thanks enough.”

Candy blushed. “Um…Crème, if I get stressed like that again…do you think you could help me get through it? It doesn’t have to be sexual like it just was if you don’t want it to.” 

Crème reached out and brought the young mare close to her, allowing Candy to rest her head against her chest. “Whether it’s just talking, or having a bit of friendly sex between friends, I don’t mind Candy, you’re my friend, and that’s what friends do for each other.”

“I think my Mom and some of my other friends would say otherwise, but yeah, thank you.” 

Candy and Crème started to drift asleep, all their energy having been spent, both holding each other and keeping the other safe in their arms. 





Outside the room, watching through the door with a one-way transparency spell was Fleur de Lis. She had watched her daughter comfort her friend, and seen a new glow in the young Cotton Candy. 

It almost made her long for those days she spent with Rarity when they were on tour so long ago. But that was the past, and both were happily married mares, Fleur had no desire to infringe upon the sanctity of Rarity’s marriage to her husband, even if she was sure that the drake wouldn’t mind seeing his wife writhe under the touch of another mare. 

“Oh well, that was long ago,” said Fleur as she cancelled her spell. 

Just then one of the maids walked on by, a cute pegasus mare with a pair that were almost as lovely as Cotton Candy’s. 

“Excuse me!” Fleur called out. 

The maid stopped and turned around quickly. “Yes madam?”

“There’s a bit of a mess in the master bedroom, could you be a dear and take care of it right away, I’ll be along shortly to supervise.” 

“Yes Madam de Lis!” 

The pegasus mare quickly fluttered away down the hall, passing by Fancypants and excusing herself for almost bumping into him. The tall stallion waved it off and let her go without fear. It was then that Fancy spotted his wife, with a look in her eye that was very familiar to him. 

“Another ‘mess’ in the bedroom dear?” Fancy asked. 

“Well no…but there will be soon,” said Fleur. 

The stallion grabbed hold of his wife by the waist and kissed her lovingly on the lips. A kiss that Fleur returned with gusto, she then parted from her husband, walking down the hall the pegasus mare just flew down. 

“Try not wear out the poor dear, I believe she’s only been employed here a month and I don’t think she’s particularly fond of walking funny!” Fancy called out. 

“I make no promises dear!”

> Pixel Bit x Crystal Clarity
> --------------------------------------------------------------------------

Pixel Bit was a very hyper little unicorn mare, she was loved by many in Ponyville and regarded as the prettiest mare around. Her mother and father loved her dearly, her best friends were practically like sisters to her, and her cousin Turquoise practically treated her like a little sister. But there was one pony who Pixel didn’t know where she stood. 

Her name was Crystal Clarity, a dracony mare renowned in Ponyville as a brilliant jewelry maker. She was quite the exotic and beautiful mare, a lavender scaled body, with violet mane and spines that ran down her back, and two ivory horns that would glow with a lovely azure aura. 

Pixel had always admired her older cousin, but…she hated Pixel. At least, that’s what Pixel thought anyway. A long time ago, Pixel and her friends were playing in Claire’s shop, Pixel accidentally knocked over one of her display cases that contained an expensive and detailed piece of jewelry, making it crash to the ground and make it utterly shatter. The unicorn, a filly at the time, tried to apologize, but Claire rounded on her and practically roared at her. 

Claire’s dragon temper was infamous, but Pixel got the full brunt of it, scaring her bad. From then on Claire had been…skittish around Pixel, almost avoiding her if she could. Pixel believed that Claire hadn’t forgiven her for what she had done, and that was six years ago. The young mare tried not to let it eat at her as much, but it did. It ate at Pixel every time the family got together, whenever she would try and talk to Claire, even when she brought jewelry over to add to one of her Aunt Rarity’s dresses for modeling, they barely spoke.

Pixel didn’t like this, she didn’t want Claire to be mad at her. She wanted to be closer to Claire, to talk and be friends, heck, even just hanging out would be fun. All the things two close cousins did, but she didn’t know how to get that done. Even now, as she laid on her bed, pencil held by her magical aura, and pad in front of her with scribbled out suggestions, Pixel was drawing a blank. 

“Oooh…I just want Claire and I to be alright! Is that so much to ask?!” Pixel called out. 

She writhed around on her bed, crumbled up paper balls crunching as she rolled back and forth. Pixel finally settled on her back, staring up at the ceiling as she wracked her brain for ideas. 

“I can’t lose Claire…I don’t want us to stay like this…but she’ll barely talk to me! And if I ask her to do anything she might just say she’s too busy or just flat out avoid me…”

*Knock*

*Knock*

Pixel looked towards her bedroom door. “Yes?”

“It’s me honey, can I come in?”

“Yeah Mom, come in.”

The door opened and revealed a beautiful white unicorn mare, her curly mane was dual colored purple and pink, and her eyes were a sparkling emerald color. She was known as the singing sensation, Sweetie Belle, but to Pixel, she was just mom. Sweetie Belle saw the crumbled up pieces of paper scattered about the young mare’s room, as well as the pad and pencil on her bed. 

“Is everything alright Pixie?” 

“Yes…no…I don’t know.”

Sweetie Belle sat on the edge of Pixel’s bed, looking upon her daughter with worry. “What’s the matter? You know you can tell me.”

“Mom…I want to make up with Claire,” said Pixel. 

“Oh…for what honey?” 

“For what I did six years ago…” 

Sweetie thought for a moment, what could her daughter have done that was so big – and possibly bad – that it stayed with her for six whole years? But then it hit her. 

“You mean when you were a filly and you accidentally broke one of her pieces of jewelry?” Sweetie asked. 

Pixel groaned and put her hooves over her face. 

“Oh honey, you really shouldn’t beat yourself up about that. You were just a filly, and Claire, she’s really sorry but she just doesn’t know how to tell you, I think she’s afraid you hate her or she hates herself for scaring you like that.”

Pixel turned to her mother. “But I don’t hate her! I love Claire, and I want her to love me again too! I just…I just don’t know how to go about it…it’s like we had a fight and neither one of us knows how to say I’m sorry. But I want to…but I want her to know that I do, I feel like just saying it won’t be enough though.”

Sweetie Belle had a pensive look on her face, rubbing her left foreleg as she looked away. “Honey…How badly do you want to make up with Claire?” 

“Very…I don’t want her to think I hate her, but at the same time…I want her to care about me again…”

Silence hung in the room for several minutes before either one of them said a word, but in the end it was Sweetie Belle who broke the silence. 

“When I was a filly…and your Aunt Rarity and I had fights…sometimes we’d just say ‘I’m sorry’ and we hugged. Bad ones, we’d usually do something special for each other, give each other a gift or take the other someplace. But for really bad ones – which I assume this feels like to you – we did…other things.”

Pixel raised an eyebrow. “‘Other things’?”

Sweetie’s face went a little red, which wasn’t hard to spot under her white fur. “Listen, Pixie, your Aunt and I weren’t very close for some of my foalhood, when I was around ten we started getting closer, which was right around the time Princess Twilight arrived and the Nightmare Moon incident happened. We started seeing each other more often, since your Grandma and Grandpa would leave me at her place. As I got older we became very close…close enough to know each other’s…secrets…and…close enough to do…” 

“To do…?” 

“Pixie I’ll help you and Claire mend your friendship, because I don’t want you to drift apart like Rarity and I almost did! And what I’m going to say may sound gross, and even wrong, but if done right, it’ll bring you closer together like my sister and I are! Do you understand, do you trust me to this for you?” Sweetie asked in a serious tone.

Pixel was unsure of how to take that. Her mother knew of a way to mend their friendship, to become closer than they used to be. But her mother also said it might be gross and wrong, but maybe worth it in the end. If it could erase the mistake she made six years ago then Pixel was willing to do anything to regain Claire’s affections and friendship. 

“Okay Mom, I trust you, what do I need to do?” Pixel asked. 

Sweetie Belle relaxed and placed a hoof on her daughter as she smiled at her confidently. “Relax, I got this.”






(Two Days Later)


Claire was focused, using her fire to craft yet another spectacular piece of jewelry. It was a Fire Ruby from Saddle Arabia, and a high quality piece at that, barely an imperfection to be seen at all. Claire had to admit the gem looked extremely tasty, tempting her to bite into the little morsel, but thankfully her business sense was able to override her instincts. And it took everything she had to keep her father from eating it, ever since her mother fashioned her father’s old Fire Ruby into a heart shaped necklace, he always wanted to bite into another one. 

Honestly father, how am I supposed to run a business if I eat all my gems or have you eat them all?! Oh lovely, I sound like Mother now.

Claire thinned out her azure flame till it was like welding torch, infusing the gem into the golden band that was adorned with smaller gems that accented and enhanced the focus on the main gemstone. Once she was done, Claire’s horns dimmed, her dragon fire extinguishing itself immediately after. She held the gem in her claws, examining it from every angle as her keen dragon eyes picked up on every detail. After studying it for a couple of minutes, Claire smiled and nodded satisfactorily. 

*Ding*

*Ding*

Claire put away the new piece behind the counter and adopted her usual air of a professional business mare, and automatically recited the welcoming phrase she had rehearsed and repeated many times over. 

“Welcome to Hearthfire Jewelry, where we make things that sparkle, and our end goal is to make you shine! How can I help today – Pixel?!” 

The teenage pale-yellow mare stood in the doorway of Claire’s shop. Her orange mane with wisteria highlights was done up in its usual ponytail, amber eyes looking at the dracony mare with nervousness. Claire gulped, even though Pixel was older now, she still felt weary around the young mare. Still angry at herself for lashing out and yelling at Pixel for the accident, even now her feelings of self-loathing and nervousness came bubbling back up to the surface.

“H-Hi Claire,” said Pixel. 

“P-Pixel, darling…what, ahem, what brings you to the shop?” Claire asked. 

“Well…I was…I was wondering if you wanted to spend some time together? You know, just two mares hanging out?” 

Claire rubbed her claws. “Well…Pixel, I would love to but…I’m a little busy, I have a couple of orders that I need to fill out and I just finished one of them…”

“Please Claire?” Pixel slowly approached the counter, stopping about half way. “I just…I just want to spend time with you…We don’t have to do anything big! Actually, I was wondering if you wanted to go to the spa?!” 

Claire blinked. “The spa?”

“I thought you might be working hard, so why not relax a bit, just you and me? I’ve been modeling for Aunt Rarity all day and I’m kinda stiff. So what do you say? It’ll be my treat – well Aunt Rarity’s treat since she paid me, but you get the gist.”

Claire wanted to protest again, but seeing that look in Pixel’s eyes, it was close to being like that same expression the young mare gave her when she was a filly. Claire didn’t want to see that face again nor did she want to be the cause of it for the second time in her life. The dracony mare sighed heavily and nodded slowly. 

“I don’t see the harm in spending an afternoon at the spa. Why not, I could use the pampering for a change.”

Pixel’s eyes brightened with glee when she heard that answer, it took everything she had to keep from bouncing up and down and squealing in joy. 

“C-Cool! I’ll meet you there, say…ten minutes? Or whenever’s fine too!” 

Claire blushed a little as her crystal blue eyes shifted back and forth. “If it’s alright with you, maybe we could walk there together?”

“S-Sure, I’d love that!” Pixel answered.

“Alright, give me a moment to close up the store and we’ll be on our way.”





The walk to the spa was…awkward. Neither one said a word to each other, which they didn’t mind too much. Mainly they were just glad to be this close to each other and to be doing something together, that and they didn’t want to risk saying something to the other mare that might mess up their spa trip. 

Claire and Pixel slowly approached Ponyville Spa. The establishment had grown since their mothers’ time. It was a small, but spacious place, but now it was much bigger, twice the size of what it used to be. Ponies associated this with the increased tourism thanks to publicity of Princess Twilight learning about the Magic of Friendship here in this town, and was the same place that she defeated Nightmare Moon, Discord (before his reformation), and Tirek, in addition to ascending to alicorn. 

So, naturally, ponies came around from different parts of Equestria to see the small town, which made old businesses expand and new ones crop up. Claire and Pixel entered the front door, there were a sparse amount of patrons, but that wasn’t new, they saw a lot more business on the weekends and during special holidays. At the counter were two mares, the famous Spa Twins, Aloe and Lotus. The two mares had run the Spa for a long time, the twins still had their long luxurious manes and tails, and nice shiny coats. Their colors were the same, except one of the mare’s fur was the same color as the other’s mane and vice versa. 

“Welcome,” said the twins in unison. 

“Ms. Aloe, Ms. Lotus,” said Claire as she nodded to each of them. 

“Hi!” Pixel greeted. 

“It has been a long time since we’ve seen you Miss Clarity,” said Aloe.

“Or you as well, Miss Bit,” added Lotus. 

“It has indeed ladies. Today is…special, so I want you to give us the full spa treatment. Will that be a problem?” 

Aloe and Lotus glanced at each other as if speaking to each other on a level that nopony could discern. 

“Anything for the daughter of our most loyal customer,” said Lotus. 

“And since this is a special occasion, seeing as we hardly ever get both of you at the same time, we will give you a large discount.” 

Claire spluttered. “Ladies that really isn’t necessary I am more than willing to pay full price.”

“Nonsense,” both mares said. 

Aloe and Lotus got behind both Pixel and Claire and herded them towards the changing room. Before Claire could protest again they were both in the room with the door swiftly shutting behind them, the dracony mare let out a small huff. 

“Really now, it’s not that rare for us both to be in here.”

“Well…in a way, it is.” 

Claire bit her lip, cursing herself inwardly at her choice of words. Of course it was rare, they hardly ever spent time together, let alone came to the spa without either of their mothers accompanying them. Claire decided to keep her mouth shut to keep from saying anything else stupid or potentially hurtful. 

Pixel watched as Claire went to one of the wooden lockers, opening it and taking out the robe with her magic. The unicorn mare did the same, opening the closest locker and taking out the robe, she glanced over at her cousin, watching as she worked the robe over her lean, and svelte body. Pixel blushed when Claire raised her tail to get it into the hole cut into the robe, allowing her to see her older cousin’s marehood for a brief moment. The lavender scales covered the vulva, within the slit was a contrasting light pink. 

The young mare quickly turned her head away, she hadn’t ever seen that part of Claire before, and if she was being truthful with herself, she was slightly curious as to what it looked like. She knew what hers looked like, and it wasn’t that much different from another mare’s she was sure, but Pixel wasn’t certain of what a half-dragon like Claire would like it? Would it look more equine or more like a female dragons? For that matter what did a female dragon’s vagina look like? 

If anypony did find out, I doubt they lived long to tell the tale, thought Pixel. 

Unknown to Pixel, Claire was sneaking glances at her. Claire had long admired the young mares’ curvy and lithe body, she was very pretty, that she knew already, but Claire never took the time to fully look upon her cousin and examine that mare form of hers. Claire watched as Pixel put on the robe, raising her tail to maneuver it into the hole cut into it, Claire felt her face become hot as she was treated to a glimpse of what was hidden beneath that tail. As expected, even that spot of Pixel’s was exquisite. Her folds nice and smooth, untouched and untainted, and even the labia were a nice shade of pink. 

Claire shook her head violently. Dammit Claire, don’t ogle your cousin! It’s not only unladylike, but it’s simply not right! Still…she is quite the beauty, I see why colts keep wanting to come to my store to shop for a gift to give to her…them, and some fillies. Ugh, you better get used to that, I don’t doubt I might be seeing glimpses here and there during our time in here. Just remember Claire, she’s your cousin, and a mare, it’s not as if you don’t have the same thing between your legs.

When they were out of the changing room, Claire and Pixel stood in the very spacious open area of the spa itself. Aloe and Lotus were already standing at the ready, directing them to their first station. Which was at two long tables that were meant for massaging. Claire and Pixel got onto the tables and laid themselves on their stomachs. Aloe went to Claire and Lotus to Pixel. Both mare’s set to work on their customers, starting on their backs. 

Claire let out a low growl that was more akin to the content purr of a large cat. She already started to feel her back muscles loosen up as Aloe’s magic hooves did their work. She didn’t even realize just how much tension she was carrying in her muscles until now. 

Pixel was already letting out low moans of pleasure from Lotus’ ministrations. She felt a little embarrassed that her moans were coming out as somewhat…sensual in nature. Pixel looked back to Lotus and gave an apologetic expression. 

“I’m sorry, I didn’t mean to sound like that!” 

“Not at all Miss Bit, we are the only ones here today so you have no need to stifle your voice. And besides, my sister and I are not strangers to such sounds coming from our patrons. Right sister?” 

Aloe nodded. “Mmm-hmm, you wouldn’t believe the number of patrons who ask us to give them a ‘happy ending’ after we were done.” 

Claire blushed when she heard that. “Really…? Y-You’ve had other patrons ask you to…perform sexual acts?” 

Both twins giggled at that. 

“It is not uncommon, we make them feel good at the end of the day, and our massaging techniques have been known to stimulate certain nerves within a pony’s body that can sometimes be interpreted as sexual stimulus.” Aloe explained. 

“For instance, if I may Miss Bit, if I were to apply pressure here…” 

Lotus touched a spot on Pixel’s spine, the response from the young mare was immediate as she felt a strange tingling sensation run up her spine and travel lower to her nether regions. The sensation made Pixel release a sensual moan that was embarrassing for the young mare.

“It sends a little jolt that excites the pleasure part of your nerves.”

“And if I were to touch…hmmmm…here.” Aloe placed her hoof at the base of Claire’s tail and applied pressure. 

The result was Claire’s head shooting up, her mouth hung open as she let out her own sensual moan. Her tail rose up quickly, revealing both her marehood and anus for all to see, the lewd hole beneath her tail was flexing and contracting, almost widening to accept something that wasn’t there. 

“This spot sends a particularly strong stimulation to the tail and anal region, causing the opening to open and arbitrarily contract. Some mares ask us to work this area, because, well, they wish to able to take their lovers in a more forbidden place.”

Aloe drew back her hoof and Claire’s tail slowly fell back to its resting position. The dracony mare’s head slumped back to the headrest, panting slightly from the strange sensations that echoed through her body from her tail hole. It was so strange, it almost felt like somepony had put something in there that made her inner walls expand, but Claire knew that there was nothing there. 

“Are you alright Miss Clarity? I apologize if I overstepped my bounds,” said Aloe. 

“No, no darling it was…strange…very strange. But not unpleasant either.” Claire confessed.

“Um…Aloe, Lotus…have you ever, uh, made a pony…cum?”

Claire snapped her head to Pixel. “Really Pixel, you shouldn’t ask such things of them that are private!”

“Oh my yes.” Lotus admitted nonchalantly.

“Many times.” Aloe added. 

Both Claire and Pixel stared at the twins in surprise. Claire herself was at a loss for words, Pixel was the same, but more curious now.

“So…did you do it on purpose or…?”

“No, not on purpose, sometimes patrons just get so enthralled in the sensations of the massage that their bodies just reach orgasm,” said Aloe. 

“Of course, this happens less when we’re really busy, seeing as we need to attend to other customers, we give them a more general massage to relax them. But when it is like this, just us, we can give the customer a more…pleasurable experience. If you would prefer to move on to another station we’ll understand, we can do a few more spots that will loosen your muscles and release the tension a little more.”

Pixel looked to Claire, and Claire to Pixel. A bit of apprehensiveness was in both their eyes. While the touch of the Spa Twins was very nice, it could and possibly would bring them to orgasm, and right in front of each other no less. Pixel decided to take the reins on this situation. 

“I-I don’t have a problem with it! But…if you want to move on Claire, I’ll understand,” said Pixel. 

Claire bit her lower lip, as strange as the sensation was, Aloe’s touch was blissful, awakening a bit of her more primal, draconic instincts that were less than ladylike, the part that sought pleasure. But this was a day for the both of them to relax and cut loose at the spa together, if this was to be part of the experience then all the better. 

“Very well, ladies…proceed.”

Aloe and Lotus glanced at each other again, both giving each other a wink before going back to their customers. Aloe moved her hooves along Claire’s back, kneading the tense dragon hide of the mare, despite her scales, the muscles and sinew of the dracony mare was still much akin to a pony’s, which made it easier for Aloe to find the right spots, but it did require a little more pressure in order to penetrate Claire’s scales. 

Claire was already moaning, her tail flicking back and forth at the waves of pleasure going across of her back and flowing down to her hind legs. She felt her pussy quake, feeling a warmth grow between her hind legs that was steadily growing with each touch. 

Pixel was getting the same treatment, the young mare writhing and letting out the sexiest moans that either mare had ever heard. To be honest, it was actually turning Lotus on hearing Pixel. The young mare had closed her eyes to focus on the pleasure radiating to her lower regions, she glanced over at Claire and saw the exotic half-breed crane her neck up, huff, and pant through the waves of bliss. 

After finishing up at their hind legs, Aloe and Lotus prompted the two mares to flip onto their backs. They did as instructed, now laying out on the table, their hind legs splayed out for all to see. Claire looked over at Pixel, spying her perky teats, the nipples already erect and pointing to the ceiling. Pixel’s eyes roved over to Claire’s lower region across from her, spotting the large mammaries knocking against each other, the nipples just a darker shade of the lavender of Claire’s scales. 

Aloe and Lotus began their massage again, starting at each foreleg. The twin mares moved to Claire and Pixel’s necks, gently rubbing their hooves up and down the tense muscles, causing them to release another moan of pleasure. Their hooves moved down to their chests, moving lower to their teats. Pixel and Claire gulped at the same time, wondering if it was okay for them to touch those, but they were professionals, it wasn’t the first time, right?

Aloe used a little more of her strength into kneading the orbs between Claire’s legs, caressing the teats’ circumference and even pressing down on them. Claire arched her back a little from the stimulation, her arousal intensified when she heard the sexy moans coming from Pixel grow louder. Pixel was in nirvana, feeling Lotus work her teats like a baker kneading dough, and yet she was so tender and careful, as if handling something precious and fragile. 

The Spa Twins continued this, knowing the sweet spots necessary to allow their customers to fully enjoy the experience. Both mares were panting heavily, feeling their orgasms near, but were just out of reach, Claire dared a glance at Pixel, and saw just how sexy her younger cousin was, writhing and moaning under Lotus’ touch, she really was a mare worth ogling, cousin or not. 

For Pixel, she couldn’t help but sneak peeks at Claire’s body, watching her strong dragon muscles tighten and loosen with each touch from Aloe, watching the spa pony massage her older cousin’s teats, and hearing the guttural growls of pleasure coming from Claire. It was like hearing a large beast in heat, waiting to pounce on its mate and rut it senseless. For a moment, in her haze of arousal, Pixel briefly imagined herself as that mate. 

Aloe and Lotus decided that their customers had waited long enough. The twins brought their hooves to either side of the inner thighs of the mares’ legs. They then placed the tips of their hooves at the soft spots where the legs joined the hips and pressed firmly, using their own brand of magic indicative of their special talents, the twins directed that energy right to those spots. The result was the igniting of the pleasure sensors of their nerves around their marehoods, forcing Claire and Pixel to climax right then and there. 

The two cousins arched their backs at they screamed in ecstasy from the bliss now erupting from their loins, there pussies gushing with their love juices, spilling onto the massage table and dribbling down the edge to the floor below it. It took a few moments before the dracony and unicorn mares came down from their orgasm, both laying on the tables, letting the afterglow settle in for a bit. 

Claire turned her head to Pixel, watching the young mare’s chest rise and fall from her panting breaths. “Are you…alright…Pixel?”

“Y-Yeah…that was…it just felt really good,” said Pixel. 

“I concur…” 

Aloe and Lotus stepped back and smiled at their customers. “When you are ready, we can move on to the next station.”





Claire and Pixel were treated to the other amenities of the Spa. They went into the steam room, allowing their pores to cleanse and release any toxins within their bodies. Claire wasn’t really sweating as much as Pixel was, which wasn’t surprising seeing as dragons were fireproof, she’d have to stay in their longer to actually work up a sweat. But that didn’t mean Claire had to wait for Pixel outside. It just gave her another chance to admire her younger cousin. The glistening of her coat as it sheened from the sweat, her wet, untied mane clinging to her body, and of course, the view she was being given by Pixel. 

The younger mare was sitting on the bench, back against the wall as she allowed her hind legs to open. It didn’t bother Claire as much as it did earlier, after having an orgasm right next to Pixel, she had become less embarrassed to glance at that area, and the same could be said of herself. After all, they were mares, and they were cousins, family, it wasn’t a bad thing…right?

Anyway, after the steam room they were brought to the baths where they could soak their muscles and cool off from the hot steam. It was very relaxing, especially after their little, ahem, release a few minutes ago. Speaking of, even though they had both orgasmed, their marehoods were still quite sensitive. And the steam room didn’t exactly help either. In fact, it only made the ache grow, and the water they were in only served to further make them aware of it. This was pretty much the point where they had to do something to get their minds off of it. 

“S-So, Pixel! H-How is…um…how is school going?” Claire asked. 

“Oh, I-I’m passing and all that,” said Pixel. 

“T-That’s good, I heard you get asked out a lot by the colts in town, I know I’ve seen a few come into my shop and buy a piece to give to you as a gift.”

Pixel blushed, but whether or not it was from what Claire said or her loins was a different matter. “Y-Yeah, that happens a lot…I feel really bad for them though…”

“Why’s that darling?”

“‘Cause, honestly, I’m not really looking to have a coltfriend, or in some cases a fillyfreind.” 

Claire raised an eyebrow at that. “You’re not?”

“No, I just want to live my life, enjoy it the best I can, y’know? I’m not saying that I don’t ever want one, if the right pony comes along then I might go out with them, but for now I want to experience as much as I can before any of that. So that’s why I feel bad when I have to turn down the colts, and some fillies, when they ask me out. I feel bad because they went through the trouble of either buying me a present or writing a heartfelt letter.”

Claire smiled at the young mare. “How strange, that’s the same way I think as well.”

Pixel looked to Claire in surprise. “Really?!”

“But of course, Mother keeps wanting me to find my very special somepony, get married to said pony, and ‘give her grandchildren’. I already have a coltfriend, but apparently now she wants me to marry Illusion right away or something. Shehas Turquoise and I don’t doubt him and Annie won’t be waiting long after they’re married to give her plenty.” 

Pixel giggled at the thought of Turquoise and Annie rutting as soon as the “I dos” are said. Although, in that scenario, Pixel imagined Annie being the one to drag Turquoise off somewhere so they could rut. Again, not out of the realm of possibility when it came to Annie. 

“So does that mean you don’t ever want foals Claire?”

Claire lowered her gaze till she was looking at her own reflection in the water. “It’s…It’s not as if I don’t ever want them…I just, I’m afraid to…”

“Oh…well, I mean, sex can be a little scary I guess. I mean a stallion has to put his thing inside you and –”

“That’s only part of the problem, but nothing that can’t be worked on with time! No Pixel, what I’m really afraid of is…is hurting my child.” 

Pixel looked upon her cousin with confusion. “Hurt your foal?! Claire you would never do that!”

“I hurt you…and you were a foal.”

Pixel looked away, the memory of a slit, crystal eyed dracony mare baring her fangs and yelling at her rose to the forefront of her mind. 

“You didn’t hurt me…it’s not like you bit me, or scratched me, hit me, or used your fire.”

“There are other ways to hurt a pony Pixel, and the wounds needn’t always be on their body. You know what I’m talking about, don’t you?” Claire asked with a serious tone. 

“……I do.”

“That’s why I’m afraid to have a child of my own, I don’t want to hurt it, physically or mentally, to make them hate me for the rest of their life! I don’t think I can bare it knowing I hurt my own child, something that I gave birth to! Just look at how I hurt you…there isn’t a day when I don’t regret that Pixel…”

Pixel glanced back at Claire and reached out with a hoof. “Claire…I –”

“Okay Miss Clarity, Miss Bit, it’s time for the last portion of the spa service. Follow us please.”

Pixel bit back a curse at the inopportune timing of the twins. Before Pixel could speak again Claire was already out of the tub and walking to where Aloe and Lotus were, the young mare sighed and followed suit. Pixel and Claire reached the spa ponies, finding them standing on either side of a door that lead to their last station before they left for the day. 

“This room is a…new addition for our business,” said Aloe. 

“It’s a special room that works with scents, much like aroma therapy,” said Lotus. 

“That sounds nice.” Claire commented. 

“Mmm-hmm, we’ve set up this room and the scents for the both of you especially.”

“It gives it a more personalized feeling.” Lotus added. 

Pixel had to admit, she was now curious to see what exactly the two mares had done on the other side of that door. Lotus opened the door and let the two mares enter the room. 

“There is no time limit, so feel free to bask for as long as you like. But we will need to kick you out around closing time, so keep that in mind, and that’s in three hours, so no rush,” said Aloe. 

“Enjoy your time together!” The twins said as they left them alone. 

Once they closed the doors the room lit up, candles ringed around the room itself, each basking the area in a soft and warm glow. The two cousins then noticed something at the center of the room, a rather large, and circular bed. There were various pillows stacked beside it, most likely for the patrons to rest their heads on. Next to that was a chest, but what could possibly be inside was something that escaped them. Both mares gulped as a blush formed on their faces.

“W-What exactly are Aloe and Lotus thinking with this set up?!” Claire asked. 

“Well they did say it was done up especially for us…maybe they just wanted us to relax,” said Pixel. 

Claire looked around the room, still unsure of the set up itself. 

“C’mon Claire, let’s go ahead and get on it!” Pixel urged. 

Despite her trepidation, Claire followed her younger cousin to the bed. Pixel got onto it first, practically meshing herself into the sheets as she let out little coos of delight. 

“Is it that good?” Claire asked. 

“It feels really soft!” 

Claire cautiously placed her claw on the bed, feeling how the mattress gave a little. She then climbed onto it and laid down next to Pixel, keeping a gap between them. The dracony mare hummed her satisfaction at how nice this felt, the plush sheets caressing her body almost made the half-dragon fall asleep. But then something caught her attention as her nosed took a few sniffs.

“Do you smell that?” 

Pixel sniffed the air as well. “Kind of, it’s really subtle. It must be the candles, they must be scented. They did say this was like an aroma therapy room.” 

“Yes, yes they did say that.”

The scent emanating from the candles continued to waft into the air, at first it was light, but as the seconds continued to tick by, the room was becoming filled with the aroma they produced. For some reason, Claire was starting to huff and puff, feeling a bit hot, she took off her robe and let it slide off the edge to the floor. Pixel was feeling strange as well, heated, but from within, making her take off the somewhat stifling robe. 

Both mares laid there, still taking in the scents of the candles, filling their olfactory senses with a strange yet enticing aroma. Claire tried to pin down the smell, it had a musky scent, but it was not overbearing, and yet sweet smelling like cinnamon or something of the like. She looked to Pixel, about to ask her what she thought of the smell, but something else entered her mind upon looking at Pixel. Her eyes focused on the blush on the young mare’s face, the agitation in every unconscious flick of her tail, not to mention that curvy lithe body of hers. 

A primal urge was building inside Claire, an urge that she hadn’t paid much attention to unless it was heat season. Although for some reason it felt like her body was going into heat, but that couldn’t be possible, her heat cycle was months away. She didn’t know if it was true for Pixel, but the times that she did here of when the young mare was in heat, indicated that it happened a couple of months ago, so surely that wasn’t the case. And yet she was displaying such signs. 

Claire took another sniff of the air and caught another scent, something that made her own marehood dribble with arousal. She got up on the bed, making Pixel look to Claire questioningly. 

“Claire?” 

The dracony mare crawled about the bed ‘til she stopped before Pixels rear. The young mare looked back at her older cousin, her cheeks feeling hotter as she watched Claire stare at her flanks with a look that resembled that of a predator. Suddenly, Claire’s horns glowed and her azure aura wrapped itself around Pixel, the young mare had little time to ask what was happening before she found herself lying on her back. 

“Claire what are you doinnnnnnnnngg – Aaaaahh~”

The dracony mare focused her aura around Pixel’s hind legs, spreading them apart and leaving Pixel’s marehood exposed to her focused gaze. Claire quickly placed her head between Pixels legs, putting her nose directly at the young mare’s pussy and taking in a few light sniffs of the musky scent that emanated from it. The smell made Claire’s head spin a bit, making her let out a small growl of arousal that caught Pixel’s attention. 

“Claire…?”

“It’s here…”

“What’s here?” 

“The smell, that heavenly scent,” said Claire. “It’s coming from you Pixel, more specifically here.”

Claire stuck out her long forked tongue and licked from the bottom of the wet slit, all the way to where her winking clit was, giving the love button a flick before retracting that same tongue back into her mouth, letting her heightened draconic sense of taste savor the flavor of her cousin’s precious flower. 

Pixel shivered from the contact of Claire’s tongue, letting out a moan that caught Claire’s attention. She was about to get up but Claire quickly placed her left claw on Pixel’s chest, pinning her where she lay. Pixel looked from the claw to Claire’s face, seeing her eyes change from the round pupils to the dragon slits of her heritage. 

Something about those eyes was different from the day when she saw them six years ago, there wasn’t anger in those eyes, not a trace. What was there was a sexual beast, an exotic dracony mare that burned with passion and an animalistic need that made Pixel shudder with a strange sense of arousal and nervousness. 

Claire drew closer, keeping her claw on Pixel’s chest. Her strong, yet slim body was over Pixel’s, she then brought the other claw forward, placing it just a few inches away from Pixel’s head. Claire leaned down, her eyelids lowering to a half-lidded sultry look. Claire pressed her lips against Pixels, quickly closing the gap between them. 

Pixel’s eyes went wide with shock, and excitement. She brought her right foreleg up to push Claire off, but the dracony mare quickly held down that foreleg with her left claw. Claire lowered her body, bringing her full weight on top of Pixel, insuring that the young mare would not escape her easily. Pixel felt something between her legs, it didn’t take her long to realize what it was. Her teats and Claire’s were pressed against each other. Pixel felt Claire’s slender tongue poke at her lips, asking for entry into her oral cavity. 

The young mare was confused, Claire’s kissing was nice, and as scary as having her on top of her was, it was strangely turning Pixel on. But still, her confusion wouldn’t let Claire into her mouth, earning her a slightly frustrated growl from the dracony mare. Claire raised her rear up a bit and mashed it down, making both their teats rub against each other. The smooth and velvety scales of Claire’s teats rubbing against her nipples caused Pixel to moan. 

That was the opening that Claire needed, slipping her tongue into Pixels mouth and turning their kiss into a passionate one. Claire moaned into the kiss, tasting Pixel’s mouth for the first time, let alone a mare’s was very arousing. She worked her nimble tongue around the corners of her mouth and along every tooth. Claire worked her tongue around Pixels, wrapping it and lightly squeezing and jerking it. 

Pixel’s head was glazing over with lust, she never imagined kissing would feel this erotic and good, and it was made all the more exciting by the fact that it was Claire, her own cousin. She felt Claire draw her tongue out of her mouth, almost as if she was inviting Pixel into her mouth to share in the experience. Pixel relaxed her body, and moved her head forward, deepening the kiss and letting her own tongue explore the dracony’s mouth. She took special care when tracing the mare’s teeth, being half-dragon, her teeth were actually fangs. 

After their heated make out, Claire broke their kiss, allowing them to take in life giving air. Claire’s fierce blush could only be matched by Pixel’s, she never saw this side of her cousin. Neither of them did really. Pixel was seeing the side of Claire that was a ravenous she-dragon, wanting pleasure from the pony she picked as her mate. To Claire, she saw a pretty and beautiful young mare, one that exuded an almost sensual aura that not even the mare herself was aware of. It only made her hunger for more. 

Claire directed her eyes towards Pixel’s horn, a devious look appeared in her draconic eyes as she leaned up. The dracony mare opened her mouth and wrapped her moist and warm orifice around the magical appendage.

“CLAIRE!!!” Pixel shouted in bliss. 

The sensation of Claire’s warm mouth ran over Pixel’s horn, sending a jolt of pleasure right into her brain that almost numbed all thought. Claire started to take more of the horn into her mouth, propping her upper body on both claws in order to slip the tip as far back as it was able. Claire managed to wrap her nimble, slender tongue around the spiral-ridged horn, wrapping it up the same way she did Pixel’s tongue. The dracony moved her head up, sliding her mouth and tongue over the horn before diving back down and sliding over it again. 

Pixel let out even cuter and more sensual moans as her horn sent wave after wave of euphoric bliss into her brain, her eyes rolling upwards, mouth hanging open and tongue lolling out of her mouth. With each bob of Claire’s head the horn glowed brighter and brighter, becoming warmer in the dracony’s mouth. A sweet tasting substance tickled Claire’s tongue, making her moan around the appendage. 

Pixel could feel the buildup of magic in her horn, it was even affecting her marehood, making it wink and leak out more of her love juices. Claire was in a similar situation, the taste of Pixel’s magic was arousing her further, heating up her body, and making her own pussy dribble with her vaginal fluids. 

Claire bobbed up and down the horn faster and faster, making Pixel arch her back from the incoming release. After a few seconds more, Pixel cried out and her horn released its essence right into Claire’s mouth. The dracony mare sucked greedily at the horn, drinking down every thick, sweet tasting drop of materialized magic down her throat and into her gullet. Pixel’s horngasm triggered another climax, making her marehood spray the bed beneath her with a shower of her marecum. Claire’s body felt like it was getting electrocuted, every pleasure sensing nerve ignited at once, pushing her over the edge and making her orgasm as well. Her pussy released a steady stream of her love juices, mixing in with Pixel’s, and coating the already drenched slit of the mare below her. 

Claire slurped down the remaining essence and backed away, releasing the horn and letting Pixel’s head hit the mattress. A blissed out expression was plastered on the young mare’s face. The dracony looked back down at the panting body of her cousin, licking her chops of the magical substance that had come from her horn, watching with a bit of amusement as that same horn spurted a couple of times onto the bed spread. 

Pixel’s mind was able to finally get a grasp on coherency, allowing her to turn to the large mare on top of her. She shakily brought her left hoof up to Claire and placed it on her cheek, causing the dracony to look back down at her. Claire’s eyes went wide when she saw not only a smiling face, but tears in her eyes.

“That was…amazing, Claire,” said Pixel.

Claire backed off of Pixel staring at her claws in horror as the full weight of what she had down crashed down on her. 

“Oh my Celestia…Pixel…forgive me…!” Claire pleaded with a shaky voice.

Pixel propped herself up on her forelegs and slowly turned to Claire who was now on the other side of the bed, keeping a large gap between them. 

“Forgive you for what?” 

“Pixel I just raped you and committed incest at the same time!” Claire quickly turned her back to Pixel, ashamed to even gaze upon her. “I really am a monster…!”

“Claire…I…I never said no the entire time did I?” Pixel asked. 

“Darling…Pixel, it’s not as if you could! Oh Faust, I…I hurt you again!”

Pixel rose up slowly and crawled over to Claire, she sat down behind her, watching the dracony mare shudder as she sobbed with the shame of her actions. Pixel slowly placed her hoof on Claire’s back, making her flinch from the touch, but Pixel kept her hoof there. 

“I won’t lie to you Claire…All those years ago, when you yelled at me, you really scared me. I thought you hated me, and till this day I thought you still did, I thought you never forgave me.”

Claire’s head snapped up as she glanced over her shoulder, eyes puffy from crying. “Darling…no, nonono, I…I’ve regretted that day, every day, for the past six years! I let my anger take over and lashed out a filly who only ever loved and cared about me, my own family, and for what?! Because of a broken piece of jewelry, I ruined what little we had over some trinket!” 

“That wasn’t just some ‘trinket’! I know you put a lot of hard work into every piece of jewelry you make! So I understand that you were angry!”

“Being angry and acting the way I did are two completely different things! And now…after we finally have a day together, just the two of us…I…I…” Claire couldn’t finish, feeling another wave of sadness wash over her again. 

Pixel scooted closer and draped her left foreleg over Claire’s withers, and brought the other one under her neck, hugging the dracony mare close to her. 

“Claire, I liked it.” 

Claire’s eyes bulged. “What…What did you say?!” 

“The way you kissed me…it was strange, and scary, but at the same time, it felt good. I didn’t feel like you were doing it to hurt me, if you were just wanting to rut me, you wouldn’t have cared to make me join in, but you did, and I liked kissing you! It was like for the first time I finally got to feel like you cared about me! And uh…when you did that to my horn, I can’t even describe how good that felt, you did that to make me feel good.”

Claire slowly drew back and looked into Pixel’s eyes, nothing but kindness and love radiated from them. “But…you were crying…I saw you crying!” 

“I cried because I was happy, I felt like we connected, in some strange sexual way. But still, for that moment we did, and I felt really happy.” 

“But Pixel…I…that was…we’re cousins Pixel, what I did was incest! Something that ponies go to jail for, that’s not including the fact that you’re sixteen and I’m nearly thirty!”

Pixel nuzzled under Claire neck comfortingly. “I wouldn’t tell anypony Claire, I love you, and I don’t want to lose you again. I just want us to be close, better than what we once were.”

“Pixel…”

“Claire, answer me this. Did you still hate me after all this time?”

“Never! I was just scared…scared to be around you from then on because I didn’t want to hurt you again!” 

Pixel caught Claire by surprise by pressing her lips against the dracony mare, silencing her all at once. Claire knew she should back away, push Pixel and stop this now. But this kiss was gentle, comforting even, Claire leaned into it, not forcing it. Pixel ended it, slowly parting from the older cousin. 

“Can we start over, Claire? Just forget everything of that day and be friends again?” Pixel asked earnestly. 

Claire smiled as tears welled up in her eyes again, she drew the younger mare into a hug and held her tight. “Of course I want to, that’s all I’ve wanted.”

Pixel rubbed the Claire’s back soothingly. “Good, so I think we should have make up sex.”

“Pixel, really now, we needn’t go any further.” 

“C’mon Claire, this is the start of our renewed friendship as family! We need to make it memorable!” 

Claire rolled her eyes. “Believe me Pixel, I shan’t be forgetting any of this easily.”

“Yeah, I know, but I don’t want to just leave off the way we did. Crying and feeling bad, so please, let’s do a little more. Besides, I was really digging that fierce look in your eyes.”

Claire smirked. “Well, darling, not as much as I was enjoying those sexy squeals and moans emanating from you.” 

“Great!” 

Pixel parted from Claire and went back to the center of the bed, she flopped onto her back, leaving her hind legs splayed and awaiting Claire. The dracony mare only shook her head, smiling as she approached her younger cousin. Truth be told, they had already crossed the line, and once crossed there was no going back. The idea of exploring forbidden territory was enticing, and both mares were ready to explore it in length. 

Claire crawled up to Pixel’s side, she then turned around, her tail facing where Pixel’s head was, and maneuvered herself till she was standing over the young mare. Claire brought her upper body down low, her muzzle right over Pixel’s still glistening slit. 

“How about this Pixie?” Claire asked. 

Pixel blushed, hearing her cousin use her nickname for the first time in a long time. “I don’t mind, I was actually wanting to return the favor!”

Claire smiled and lowered her rear, lifting her tail so that nothing obstructed Pixel’s view of Claire’s marehood. Pixel watched as Claire’s rump settled on her chest, her pussy directly in front of her muzzle. A hefty, musky smell wafted into her nose, making Pixel’s head grow hazy with lust again. Claire was busy taking in the scent of Pixel’s marehood for the second time, her body tingling all over with anticipation. 

Pixel was the first to act, she worked her hooves up and brought them to rest on either side of Claire’s flanks. She dragged her hooves along the strong muscles of her cousin and brought them to rest on either side of her vulva. Pixel then used the tip of her hooves to part Claire’s labia, allowing her to see deep into her cousin’s love tunnel and watch as her clitoris winked at her invitingly. 

Claire shuddered from the touch of Pixel’s hooves, feeling her pussy lips spread apart. The dracony mare didn’t want to fall behind so she went to work. She placed her claws on either side of Pixel’s flanks, caressing them and dragging her claws lightly across her pixelated, pink heart cutie mark. Claire heard Pixel coo from the sensation, knowing that the area around a pony’s cutie mark was often seen as an erogenous zone, Claire didn’t have one so she wasn’t sure, but judging from the reaction it definitely was. 

The dracony mare long ago learned the benefits of having such dexterous claws, they came in handy when Claire needed to take care of business. The hooficure earlier kept the tips of her claws dull, so when she used her claws to spread Pixel’s labia apart she didn’t have to worry about hurting her. Claire let her tongue slip out of her mouth and lick around the parted labia, making Pixel squeal and gasp with delight. 

Pixel had to concentrate, Claire’s skilled tongue was making her mind go blank. She moved her muzzle forward and stuck out her tongue, she lapped at the juices that leaked from her opening. She tasted spice, with a hint of sweet. Pixel leaned her muzzle forward, prodding Claire’s entrance with the tip of her tongue. The dracony mare hissed in pleasure, making Pixel give her a half-lidded smolder. She then plunged her tongue deep into Claire’s folds, letting it slide deep into her love tunnel. 

“AAAAAAH~ Oh Pixie, darling that’s – Aaaaahaaahh~”

Pixel wasn’t expecting the inside of Claire’s marehood to be so hot, not scalding hot, but it was really warm. She figured as much, seeing as Claire breathed fire, her internal body temp must’ve been high. Nevertheless it wasn’t discomforting, so Pixel delved deeper into the love tunnel, feeling her tongue being squeezed by Claire’s tight walls. 

Claire could’ve lied there and let Pixel pleasure her for the rest of their time together, but that wouldn’t be very ladylike, to just receive and not return in kind, no, that wouldn’t be fitting of the daughter of the Element of Generosity. Claire slid her nimble tongue right down Pixel’s untouched flower, while it wasn’t as wide and thick as a normal pony’s tongue, it was certainly longer, and more flexible. 

The dracony demonstrated this on Pixel, making her tongue swirl around the inner walls of her cousin’s pussy, lapping up the sweet taste of her juices. Pixel released a muffled cry of ecstasy into Claire’s marehood, making Claire shudder in delight from the vibrations. Claire had her tongue slip further into Pixel’s vagina, going deeper and slithering around, tasting the deepest parts of her cousin’s honey pot. 

Pixel held onto Claire flanks tight from the overwhelming pleasure coming from her pussy. Feeling Claire’s tongue plunge deeper than she thought was possible! Even though it wasn’t as big as her tongue, that slender forked tongue did not lack in the pleasuring department. She felt it scrape along her inner walls, flicking in and out of her so much that it tickled. Claire then brought her mouth over the opening and began suckling from her marehood. 

The young mare did the same, only she pushed her muzzle further into Claire’s pussy, making the labia spread out further. It became a bit of a naughty game for her, wanting to see how much of her muzzle Claire’s marehood could take. She kept going, her nostrils filling with the direct scent of Claire’s vaginal insides. She opened and closed her mouth, letting the juices flow into her as she used her tongue to draw more in. 

Claire groaned into Pixel’s pussy, feeling her walls expand to accommodate Pixel’s muzzle. The way she felt, Claire thought Pixel was literally trying to fit her head into her marehood! Which wasn’t at all an unpleasant, kinky thought. Nevertheless she felt her orgasm drawing near, hearing the increased panting from within her loins and the contracts of her inner walls told her that Pixel was definitely close as well. 

Claire decided to go for the finisher, withdrawing her tongue and smacking her lips. She parted the wet pussy lips, allowing her a view of Pixel’s winking clitoris. She lashed out her tongue like an angry cobra, wrapping around the fleshy nub and placing her mouth over it. Claire sucked on the love button, jerking it with her tongue with each suck. 

Pixel withdrew her muzzle and cried out in bliss from the stimulation, she got the message loud and clear. The young mare found Claire’s clit and latched onto it like a suction cup, suckling on the bundle of nerves with as much vigor as her older cousin. 

The two mare’s continued their pleasuring of each other’s clits ‘til their dams burst and their orgasms were reached. Claire roared sensually as her cunt erupted with her feminine juices, at the same time she was treated to the sight of Pixel’s marehood spurting. She quickly put her mouth over that spasming hole and drank down as much as she could. 

Pixel was splashed with a deluge of her cousin’s marecum, making her quickly place her muzzle back where it once was, allowing her to taste spicy yet sweet tangy juices, gulping down the flood with each passing second, thinking she was going to drown from this. 

When it was over, and the afterglow set in, Claire rolled off of Pixel, panting from the experience. Her claw found Pixel’s hoof she held onto it, smiling happily as they lied there together. 

“That was even better, Claire!” Pixel exclaimed. 

“You weren’t bad yourself Pixie, quite the skilled young mare,” said Claire. 

Pixel rolled to the side, embarrassed that her older cousin praised her eating out skills, which was crazy since this was the first time she had ever done that, ever. It was then that Pixel spotted the chest that was next to the pile of pillows at the edge of the bed. Curious, the young mare crawled over to it and used her magic to open and examine its contents. 

Claire watched this and looked upon her cousin curiously. She spotted something being held in Pixel’s aura, what it was she couldn’t fully tell, but it did seem long. “Pixie, what did you find darling?” 

Pixel turned around and showed Claire a pink dildo. Claire’s face went bright red when she saw the sex toy and blanched. 

“P-Pixel wherever did you get that?!” 

“From the chest, see!” 

Claire looked over the edge and saw the opened chest, inside were various assortments of dildos, ranging in size, color, and design. The dracony mare didn’t know whether to be mortified or pissed that Aloe and Lotus would leave these here for them, it was like they expected them to have sex with each other! 

“Claire let’s use them!” Pixel suggested. 

“Pixie no! Who knows who might’ve used these before us?!” 

“Hey look a note.” 

Pixel took up a white piece of paper that was taped to the roof of the chest, she then brought it before them both so that they could read it. 



Dear Miss Pixel Bit & Miss Crystal Clarity 

We hope you are enjoying yourselves, but if you find you are in need of release or looking to enhance your joint experience, then we urge you to partake in our assortment of devices. 

Please do not worry, as all of our items have been thoroughly cleaned and sanitized, we pride ourselves on running a clean establishment you know. 

Enjoy

Aloe & Lotus ;)



Claire face clawed herself. “I swear those two…”

“C’mon Claire let’s use ‘em! It’ll be fun!” 

Claire glanced at the pleading look at Pixel’s face, she let out a sigh of defeat and smirked at her. “Alright Pixie, we’ll use them.”

“Cool, I even have an idea how to make this fun! But first pick the one you’d want me to use on you!” 

“Why?” 

“You’ll see~”

Claire smirked, she then nipped at Pixel’s neck, making her let out a cute squeal. “Cheeky little mare aren’t you?” 

Pixel stuck out her tongue and winked at Claire. The dracony looked down into the chest, scanning over each dildo that was inside. She had to admit, she owned at best two herself, but this was the first time she’d seen such a variety. Her eyes finally settled on one of them. Claire used her magic to levitate the dildo out of the chest and brought them before Pixel. 

It was ten inches long, molted black and pink, with large bumps that ran up and down its length and a wide flared tip. Pixel looked upon the dildo, nodding impressively at her selection. 

“Didn’t know you liked ‘em big, ‘Cuz,” said Pixel. 

Claire nipped at Pixel’s neck again, making the young mare squeal again. “That’s going to keep happening each time you act cheeky.” 

“Humph, my turn!” 

Pixel looked about the chest and in no time found the one she wanted. Hers was eight inches long and purple colored, but this one was a vibrating one, it had six rings of rotating bumps, ones starting a couple of inches down from the tip, and three more towards the hilt, and the tip itself was a round and smooth. 

“Okay Pixie, now what?” 

Pixel giggled. “Now, you lie your back.” Claire gave her an inquisitive look. “Just do it!” 

Claire shrugged her shoulders and went back towards the center of the bed. She then flopped herself onto the mattress, lying on her back per Pixel’s instructions. The young mare used her aura to pick up both dildos and walked over to Claire. She kept going until she was right over the lavender dracony and gently laid herself on top of Claire. Pixel shuffled herself down some, stopping when she felt her marehood briefly graze Claire’s, making the other mare squeak in delight from the contact.

“Okay, now, take mine in your aura, and I’ll take yours.”

Claire looked to the two dildos floating beside her, a grin appeared on her muzzle as she understood exactly what Pixel was getting out. She brought her forelegs up and wrapped them around Pixel, keeping her held tight against her barrel. Pixel squealed a bit from the sudden embrace, but more so because she was happy that her cousin understood where this was going. 

Pixel’s dildo was wrapped in Claire’s azure aura, and Claire’s was encased in Pixel’s pink aura. The two dildos floated around till they were directly behind both mares. Claire rubbed Pixel’s dildo between their marehoods, causing both mares to shudder and moan from the intimate contact, using their combined love juices to thoroughly coat the false phallus. Once Claire was certain it was well lubricated she moved it out of the way, allowing Pixel to get Claire’s nice and wet between them. 

The two cousins hissed in pleasure as they felt the large dildo grind between their pussies, the ridges and bumps stimulating their clits as it rubbed back and forth, even going further up between their teats. Pixel brought it out, panting from arousal as was Claire. The dildos positioned themselves right at the entrances of their respective mares, the tips pressed against their wet folds in preparation for their rutting. 

“Ready Pixie?” Claire asked. 

Pixel booped Claire’s snout. “Yep.”

Claire made the first move, flicking the switch on the dildo. The instrument buzzed loudly and made Pixel arch her head up when she felt the buzzing against her entrance, moaning loudly. Claire focused her telekinesis, pushing the dildo forward into her cousin’s love tunnel. The reaction was immediate. 

Pixel’s mouth hung open as her tongue lolled out of her mouth, feeling the semi-large dildo enter her wet and moist sex, vibrating her inner walls as it delved further into her depths. She bit her lower lip, trying hard not to cum from the sensation. It was torture, Claire as deliberately pushing it in slowly, she had to be, because this was agonizingly blissful. 

“N-Now w-w-who’s the cheeeeeky one?!” Pixel accused. 

“Well, darling, I thought you would like it slow. Is it too much for you?” Claire grinned deviously. 

“Y-You, tell me, d-darling?!” 

Pixel focused her magic and shoved the ten-inch dildo in one powerful thrust into Claire’s marehood. The result was Claire’s back arching and the release of a loud and sensual moan, eyes threatening to roll in the back of her head. She gasped, like trying to catch your breath after being punched. Pixel felt the large dildo push against Claire’s inner walls, creating a bulge that rubbed against her underbelly. 

Claire returned the favor in kind, thrusting the remaining portion of the dildo as far as it would go into the young mare’s snatch. The resulting reaction was practically a mirror image of Claire, she held onto the dracony mare tight, feeling her very depths being shaken and stirred from the vibrations, her walls being stretched to accommodate the fake dicks.  

Claire looked to Pixel, staring into those amber eyes as she huffed and panted, and Pixel stared back into those crystal blue eyes. Both mares leaned forward and began kissing passionately, venting their frustration from almost achieving orgasm from the sudden insertions. They parted from each other, a strand of saliva the only thing connecting them. 

Pixel gave a nod to Claire and the dracony set to work. Claire drew the dildo out of Pixel slowly about halfway, and then thrust it back in. Pixel focused her magic yet again, withdrawing the large phallus from Claire’s pussy until the flared tip was the only thing still inside her, she then thrust it back into her, making the mare below shake from the impact. Claire smiled at Pixel appreciatively, apparently figuring out the way she liked it rather quickly. 

Pixel was the same, Claire was thrusting the dildo in and out of her at a steady pace. The two mares moaned loudly, feeling their respective marehoods being fucked by the dildos in either cousin’s aura grasp. Even the auras themselves added even more stimulation, the energy rubbing within them exciting the nerves that dealt with pleasure, enhancing the sexual pleasure. 

It was quite amazing how both mares were able to keep up their paces despite the pleasure they were receiving, then again, considering their parentage, it wasn’t a big surprise. Claire could hold many things in her aura, working one thing while doing something else, and Pixel, well, Pixel seemed to excel in magic, and there was hardly a spell she could cast. 

Claire watched as Pixel laid her head against Claire’s chest, continuing to moan and squeak with ecstasy from Claire’s ministrations, eyes shut as she let herself become enraptured by the feeling within her marehood. Claire had her eyes scrunched, releasing a grunt of bliss with each hard thrust into her pussy. 

“Claire…”

“Yes Pixie…?” 

“I…I think I’m getting close!” 

“That’s good, because so am I!”

“Let’s finish together…!” 

“Mmm-hmm!”

Claire held onto Pixel tight, funneling more magic into the dildo that was inside Pixel. The medium thrusts changed drastically to fast paced, piston-like thrusts. Pixel cried out in ecstasy from the feeling of her marehood being assaulted by the vibrating device. 

Pixel focused her mind enough to make the dildo inside Claire thrust even faster, going at nearly the same pace as her, but the thrusts were stronger than before, practically slapping against her sex. 

Wet “schlicking” sounds, guttural moaning and squeals, and animalistic growling could be heard echoing within the room. Their breathing became more erratic with each thrust, minds going blank as sexual bliss muddled their thoughts, the only thing keeping them sane was the sensations screaming from their loins, and noises coming from the other mare. 

Claire and Pixel reared the dildos back and gave one final thrust, hilting the dildos in each other’s marehoods. They yelled out their bliss as the dams finally broke. Both of their pussies erupted in a deluge of feminine juices, the streams flowed out, Pixel’s flowing down and mixing with Claire’s, their clits winking furiously as their sexes squeezed down on the dildos still held firmly within them! 

It took all of a minute before they entered the final throes of their climaxes. Their horns stopped glowing, with the auras no longer holding the dildos inside they slid out of both mares, letting even more of their love juices out.  

Pixel continued to pant and huff, resting on top of Claire as her body refused to move by her will. Claire looked upon the young mare, she brought her right claw to rest over Pixel’s head, running her claws through her mane soothingly. Pixel glanced up and smiled warmly at the dracony mare, for the first time in a long time, they felt wanted by the other, loved and cared about. 

Hate was no longer a worry in their minds, there was no doubting how much Claire cared about Pixel, or how much Pixel cared about Claire. The two of them cried a little, happy and glad that they could finally put the past behind them and embrace a new beginning. Pixel continued to rest on Claire’s chest, and Claire still ran her claws through Pixel’s mane, enjoying the afterglow and rest they needed from their activities. 






(Outside Ponyville Spa)


Rarity and Sweetie Belle were sitting at table at an outdoor café, enjoying a little teatime between sisters. However, Rarity wouldn’t stop glancing over at the spa worriedly, her nervousness showing in the shaking cup that she held in her aura. 

“Sis, relax, they’ll be fine. I got this.”

“Your infamous words that nearly got you and your friends in trouble with Twilight, as I recall?”

Sweetie deadpanned. “We promised never to speak of that again.”

“Sweetie Belle…forgive me, but, this isn’t exactly something I cannot help but be nervous about. We’re risking a lot by letting this happen!” 

Sweetie Belle sighed. “Rarity, don’t you remember how much closer we became when we did those things?! Okay, I know it’s…incest…but it’s not like we packed up and ran away to live together! No, we both married the stallions – in your case dragon – of our dreams, and we both have children that we would do anything for.”

Rarity swirled her drink around in her cup. “Well yes you’re right, but still, we’re mothers Sweetie Belle, we shouldn’t be condoning, let alone pushing our daughters to make up sexually!” 

“Says the mare who just a couple of months ago was bending me over with a long strap-on,” said Sweetie Belle as she sipped her tea. 

Rarity nearly spluttered her tea, thankfully Sweetie Belle anticipated this and erected a green magical barrier in front of her. 

“Sweetie Belle!”  

“Oh please Sis, at least Spike was enjoying the show.”

Rarity blushed harder but kept her composure. “Yes, well, so did Button if I recall.” 

Sweetie giggled. “Yeah, he’s my little pervert hubby, and I love him!” 

Rarity rolled her eyes but gave a half-smile nonetheless. Her attention was drawn away from her little sister when she noticed to figures exiting the spa. Rarity put down her drink and motioned for Sweetie Belle to look in the direction she was. 

Sweetie Belle turned around and watched a Claire and Pixel walked out of the spa, but something was different. They were smiling, almost glowing. Claire was walking with Pixel, not minding at all how close the young mare was, and even allowing her to bump up against her from time to time. 

Rarity smiled as she saw the happy look on her daughter’s face, seeing a definite change in Claire’s demeanor and even in Pixel’s. Sweetie Belle sat up and walked around the table until she was sitting side-by-side with Rarity. She rested her head on the older mare’s shoulder, nuzzling it affectionately. Rarity looked to her younger sibling and smiled down at her, nuzzling the top of her curly mane. 

“I love you Sis.” 

“As do I, Sweetie, as do I.” 

> Hot Head x Amber Lily
> --------------------------------------------------------------------------

It was a nice night, Amber thought, to go through a crap ton of bills. Despite her advancing in her nursing, and working to become a doctor, that still didn’t mean she could slack off on them. Not when she was responsible for two boys, and the Child Services were looking for any excuse to rip them apart. Sure, was it a bit reckless and ill advised to adopt two boys she grew up with in the same orphanage and become their legal guardian? Probably. Was it a tall order for her to constantly make sure that her friends, and at the same time, metaphorical sons, were provided for and taken care of? It got dicey from time to time, but Hot Head and Lucky Star were more or less capable of taking care of themselves, so it only helped. Despite all this, Amber was determined to keep their family together, no matter how hard she needed to work, and no matter how tedious. 

Case in point, figuring out what bills to pay now, and what she could put off ‘til later; she couldn’t complain all that much, not when she was finally able to walk about her house in nothing but her underwear. She wore a lacy black bra that was enough to keep her girls nice and snug and held right, but the fabric was thin enough that her tan skin could be seen through it, even her nipples could be seen poking out from them. On her lower extremities she had on a black, equally thin and revealing pair of panties. 

It always slightly annoyed her that Hot Head would constantly whine about her not having any clothes on, whereas Lucky was nonchalant about it. She admired the tall boy for his maturity on the matter, but Hot Head, there was no end to it. It finally just became a game for her just so she could have a bit of fun at the poor guy’s expense, trying to see just how far she could push the envelope with his reactions. Amber knew Hot Head was a gentleman, where he got that from she knew not, definitely wasn’t from her that’s for sure. 

Still, you’d think a boy like Hot Head would appreciate the fact that he lives with a girl who’s not afraid to bare it all around the house. Okay, yeah, I get I’m like their big sister / mother figure, but that doesn’t mean he can’t enjoy the view! Hell, if I did mind I would be fully clothed in pajamas or something! Jeez, does he know how many boys his age would kill to live in a house where a girl was practically guaranteed to walk about in the buff?!

Then again, that raised the question for her. Did Hot Head masturbate to her in secret? Amber put down the bills as this new line of thought entered her mind. It would explain why he was more embarrassed around her. Maybe he was afraid she’d find out. Afraid to admit that behind closed doors he would jerk his dick off to her half-naked and sometimes fully naked body. 

Wouldn’t surprise me, he’s a teenage boy. What boy doesn’t whack it to some girl? Amber thought about that for a moment. Okay, other than the other kind. If that’s the case then he shouldn’t be embarrassed about it, not like I don’t enjoy the use of my fingers. 

In a strange way it was a sort of compliment to Amber. She was hot enough that Hot Head considered her fap worthy, despite their closeness. No, maybe because of how close they were it was easier for him to do such things, she was the safe fantasy for him to indulge in. Amber sat back in her chair, her mind forgetting all about the bills and now totally focused on this perverted line of thinking. 

Wonder what it looks like? I mean he works out a lot and does all that skateboarding, so he’s not lacking in the body department. I mean I did get a look at one time by accident, but still. And I guess he’s…cute, from a certain perspective. If you can get over that stubbornness of his, and that immature side as well, than yeah, he’d definitely be cuter. And that polite, gentlemanly way of his is endearing.  Hmmm…wonder how he’d do me? 

Suddenly Amber heard the front door open. She leaned to the side and saw that it was Lucky, breathing a sigh of relief that she didn’t have to change into something else, yet. 

“Hey Lucky, welcome home,” said Amber. 

“Hi Amber – whoa, you broke out the see throughy ones today.” 

Amber backed the chair up and allowed Lucky to get a full view of her figure. “You like? I thought it wasn’t going feel all that good when I first bought it with Annie, but after wearing them that first time out it felt so relaxing so I decided to lounge around in ‘em.” 

“Nice.” 

Lucky went into fridge and started taking out some things to prepare food for the three of them. 

“Lucky you don’t have to do that, I was going to fix dinner once I was through with these.” 

“You just go ahead and do the bills, I’ll fix dinner. Not a crime if I do it once in a while.” 

Amber smiled at the tall boy, sometimes she couldn’t believe how lucky she was to have been able to keep them all together like this. As Amber started to get back to organizing the bills, a thought popped into her head. 

“Hey Lucky, I got a question for you.”

“Shoot.”

“Does Hot Head jerk off to me?” 

There was a sudden pause in the sound of Lucky’s movements. Amber glanced over her shoulder and noticed Lucky’s surprised face. 

“Oooookaaayyyy…that was more out of the blue than usual, even for you. What brought this on?” Lucky asked. 

“Nothing special, just wanted to know. I mean, I don’t expect you to know, just wondering if he mentioned it or something.” 

“Ahem…well…I don’t doubt he doesn’t masturbate, but as far as to you…not really sure, although it wouldn’t surprise me.” 

Now that caught Amber’s attention. “Why wouldn’t you be surprised if he did?” 

Lucky thought about it for a moment, sighed and shrugged, apparently deciding to spill the beans. “Hot Head had a big crush on you when we were younger, back at the orphanage.”

Amber turned around fully and raised an eyebrow. “Hot Head, had a crush, on me?”

“Still might, not a hundred percent sure though, what with Whirlwind and all. Still, he did.” 

“Is…Is that why he gets all flustered whenever I dress like this, because he had a crush on me?” Amber asked. 

Now Lucky was the one thinking. “Actually, it might be part of the reason. Maybe his old feelings get roused up whenever he sees you like that, and he tries to hide the fact that he still might have a crush on you by getting ‘all flustered’ like you said. That or he just really feels embarrassed whenever you are like that.” 

“And this doesn’t bother you? Why aren’t you flustered?” 

“Like I said, your house, you do what you want. You do a lot for us already, why should we deny you a simple enough comfort like being who you are in your home, wearing what you want, or sometimes nothing at all.”

Amber smirked a bit. “Uh-huh, and the fact that you get to see me like this and are free to stare has nothing to do with it?” 

Lucky rolled his eyes but grinned. “Hmmm, hard to say.”

“Well, if he did have a crush on me. Which I’m not saying is totally a bad thing…what would he see in me that was worth crushing on? Besides probably wanting to plow me.”

Lucky spluttered on that last one. “I…ahem…okay. If I had to put a word on it, I’d say it’s because he loves you.” 

Amber’s cheeks flushed red. “I-I know he loves me, you both do.”

“True, but, it’s also because of that love. You took care us when were little, looked out for us, picked us up when we were down, kissed us when we were hurt or when we were sad. And, also, he’s really protective of you. He wants to see you happy and with someone that can make you that way.” 

Amber placed her hand over her heart. Was that really how he felt about her? Amber will be the first to admit she was clueless when it came to love, she sought it from many, but in the end she knew exactly what they wanted from her. She also had an issue in trust, Amber just really couldn’t trust any of the guys she dated to stay committed to her, and in that sense, and she didn’t want to have to go through the pain of being let down, to have that trust and love thrown back in her face.

“Amber…?” 

The tan skinned woman turned to Lucky, shaking her head to regain her composure. “I’m fine, really……Um, Lucky, I’m going to go to my room for a little bit.”

“Sure.”

Amber nodded to the purple haired boy and left the kitchen. She went upstairs and headed down the hallway to where her master bedroom was. When she entered, Amber closed the door behind her, leaning her back against it as she sighed heavily. She then sat at the edge of her bed, her mind abuzz with what Lucky said to her. Could it really be that Hot Head did love her like that? And if he did, could Amber even reciprocate that love? Was she even capable of that? 

I’m not sure…

Amber laid back on the bed, splaying herself out as she thought on this. How bad would it be to have Hot Head as a boyfriend? It wasn’t like he was all that bad, he was nice guy to be around, and she knew right off the bat that he’d treat her right. Always be there for her. She started to think this through, being with Hot Head as they went to see a movie, eating dinner at a nice restaurant, kissing him on the lips besides his forehead, and waking up in the morning to see his face…

Waking up…to Hot Head…?

Amber felt her face heat up at the thought of waking up to the boy every morning. The goldenrod haired woman looked about the room, as if making sure she was really alone. With a bit of trepidation, Amber gulped and spread her legs. She then pressed the fingers of her right hand over her slit, watching her pussy lips part a bit through the see-through fabric. Amber began to rub herself gently, closing her eyes to get an image of Hot Head in her mind. During her times teasing the boy, she had stumbled upon him taking a shower and saw more than she’d thought she see of him. 

Focusing on that image she rubbed harder. Amber was surprised when she felt her panties starting to get damp. She opened her eyes and saw that her fingers were a little slick, and that the fabric around her pussy was a darker shade. She quickly pulled them off until they dangled around her ankles. Amber went back to rubbing herself, only now she was making direct contact with her sex. She pressed her middle finger against her slit, dragging it up and down and making her udder a lusty moan. 

Amber used her other hand to unhook her bra, the hook being in the front. Once released, her generous mounds dangled freely. She cupped her left breast and began massaging it, imagining that it was Hot Head playing with her tit. Her moans grew a little louder, her nethers releasing more of their juices with each stroke. Amber was starting to get worked up and so she scooted back on her bed, laying on her back. She got one of her legs out of the leg hole in her panties and left them to hang on her right ankle. 

Amber spread her legs out more, planting her feet on the bed. Her middle finger was now completely soaked, along with the rest of her fingers. Amber used her index and ring fingers to spread her vulva, with a gasp she pushed her middle finger past her labia and into the wet and warm embrace of her love tunnel. The tanned woman moved her finger back and forth, steadily working her digit deeper inside. 

She then started to knead her breast harder, squeezing it firmly and tweaking her now erect nipple. Amber brought her middle finger out, keeping the tip of it just teasingly near the entrance. Her ring finger joined Amber’s middle, and with one thrust plunged them both into her depths, causing her to moan loudly within her room. She pumped both fingers in and out of her wet hole, making lewd “shlicking” sounds with each stroke. Her left hand worked her breast harder, pinching her nipple as she huffed and gasped through every thrust. 

Hot Head…

Her mind no longer saw the actions of her fingers, but rather, in their stead she imagined Hot Head, thrusting himself into her with rapid speed. 

Hot Head…! 

Amber felt a pressure build up in her lower abdomen, she couldn’t believe this was happening, she was masturbating to Hot Head, and it was getting her turned on. 

Hot Head! 

The tanned woman thrust into herself faster and faster, arching her back and pushing herself up with her feet. Her climax was so close, it was just about to hit. 

“HOT HEAD! Aaaaaaahh~” 

Amber buried her fingers to the knuckle deep in her vagina, the inner walls clenching around her digits as her orgasm hit her hard. Her pussy released a small gush of her clear womanly fluids as Amber’s hips bucked against her fingers, trying to put them deeper inside. She played with her breast a little longer, adding to the bliss of the climax. Soon, her orgasm ended, and slowly lowered herself back down to the bed, panting heavily from the work out. 

She removed her fingers with a shiver and brought up her right hand. Amber stared at the clear fluid that had coated her fingers and hand, still finding it hard to believe that she cummed that hard from thinking of Hot Head as she fingered herself. Did this mean that she felt the same way about him? Or was she just so horny that imagining any guy fucking her would’ve done the trick? 

“Does he love me like that…?”





Hot Head rode his skateboard all the way back home, dodging various streetwalkers and performing a few tricks along the way. Whirlwind was in town today so he stopped by and trained with her bit. He sighed thinking about the frosty haired girl, mostly in depression. Whirlwind had told him that she and Prism Bolt were going to get back together, to try and “make it work”. 

The rusty haired boy felt a bit irritated at that. Knowing what kind of jerk Prism was to her, but then again, he had noticed some changes in him that made him think otherwise. So maybe she would be happy with him. Hot Head still groaned on, he wanted to be the one to make Whirlwind happy, but that wouldn’t be the case anymore. If she was happy with the guy then that’s all that mattered. 

“Now if only Amber can find a guy that’ll take care about her.”

Hot Head paused a moment. That was a random thought. Why would he be thinking of Amber’s love life? Then again, when didn’t he think about it? Hot Head had seen the way she acted at some parties, globbing herself onto practically half the guys at the parties. He never understood why she was like that, that and her general sense of modesty, or lack thereof. It worried him, especially when he saw the lecherous look in their eyes. No doubt imagining all kinds of perverted things they wanted to do to her. 

Geez Amber, if you act like that and generally don’t give a fuck, they’re going to assume you’re loose or something stupid like that! 

Hot Head knew that she was anything but that. Despite how she acted and dressed, Amber never brought any of those guys home to “do the do” and from what he and Lucky knew, she never went that far with any one of them. It was a relief to Hot Head that she had some sense not to let it go that far. Although sometimes he found himself worrying that one day Amber’s going to be with some guy who won’t take no for answer and force himself on her. 

The thought of that happening to Amber infuriated Hot Head to no end, not knowing what he would do the person who’d hurt Amber like that! Thankfully though, none of that ever happened, and never will as long as he was around.  

Hot Head saw their house coming up, he ground to a halt just before reaching the front door. He then jumped of the board, and kicked the lip, making it shoot up so he could catch it. Cradling the board under his left arm, Hot Head took out his key and unlocked the door, he cautiously stuck his head in, scanning the area. Hot Head knew that Amber had been home alone the whole day, and was no doubt either wearing underwear or nothing at all. 

“Hey Amber, I’m home! So if you’re walking around like I think you are, then could you give me an idea of where exactly you are?” 

“Amber’s in her room Hot Head, your safe.”

Hot Head heard Lucky’s voice, and deciding to take his surrogate brother’s word for it, entered the home and locked the door behind him. He placed his skateboard in the designated spot, along with his helmet and pads. The olive skinned boy entered the foyer, looking around before stopping to sniff the air. 

“Mmm, smells good man, you cooking?” Hot Head asked. 

“Yeah, Amber was going through the bills earlier so I thought I’d take care of the dinner situation,” said Lucky. 

Hot Head entered the kitchen and saw the bills in question. “Yesh, that looks like a headache.” 

“Probably why she went upstairs, to take a break.”

Hot Head shrugged and grabbed a can of cola from the fridge, he then sat in the chair across from where Amber sat. Lucky had a devious smirk on his face as he glanced over at his surrogate brother. 

“Funny thing happened earlier,” said Lucky. 

“Yeah, what?” 

“Amber actually asked if you jack off to her.”

Hot Head spluttered his drink, spitting it all over the floor as he took in gasping breaths of air. After a minute to finally catch his breath, he turned to Lucky with an incredulous look. 

“You’re so lying!” Hot Head accused. 

“Not even.” 

“Why in the blue hell would she ask you that?!” 

Lucky shrugged his shoulders. “Maybe she’s just interested in your sexual development.”

“Oh dude, c’mon!”

“Hey I’m just telling you what she said.”

Hot Head’s face was a bright red as he held onto his can with a trembling hand. “Jeez, the woman really has no shame! Why the hell would you even ask that?!”

“Soooo…do you?”

Hot Head nearly choked again. “Really?!”

“Hot Head, it’s me. I’m not going to tell her if you don’t want me to.”

“Somehow I think you’d use this against me later.” 

Lucky remained silent. Hot Head huffed and looked around to make sure that they were the only ones downstairs. The red eyes boy pulled his cap down over his face as he spoke. 

“……Sometimes……”

“I knew it!” Lucky exclaimed. 

“Shut up, man! I feel weird enough as it is! And besides, it’s AMBER! She’s practically our big sister and mother! What’s that say about me when I…think about her like that?!”

“That maybe you have an incest fetish?” 

Hot Head gave Lucky a deadpan expression as he cracked his knuckles. “So you lived a good life have you?” 

“Alright, alright, chill Hot Head. And really, what’s wrong with it, you had a crush on Amber when were kids. Not like it’s wrong to fantasize about the girl you’re crushing on. How many times have you done that with Whirlwind?”

Hot Head blushed again and averted his gaze. 

“Thought so.”

“Even still…I feel like I’m messing up everything she worked her ass off to give us. I don’t want to weird her out with that…to leave me alone…”

Lucky put his cooking utensils down and looked directly at Hot Head. “Bro, Amber would never do that. She’d sooner jump off a cliff than leave either of us alone. And really, you wouldn’t be messing anything up. We’re eighteen and she’s like twenty-one now. All of us are legal adults, free to date, marry, and have sex with pretty much whoever we want…even if that someone is the same girl who’s been raising us for the past few years.” 

Hot Head rubbed his head in agitation. “I just…you know the grief she got from those child services people about taking us in, and how my Mom and Dad almost took me away from you guys. I don’t want to give them any kind of ammo, to turn around and say, ‘So you’ve been raising these two boys just so you can fool around with them as you please!’ Stuff like that!”

Lucky smiled at his surrogate brother. “You really do care about her a lot.”

“Of course I do…she’s the one good thing to happen in our lives.”

“Hey, go and get Amber for me will you. Dinner’s almost ready.”

Hot Head drank down his cola and crushed it before throwing it into the trash bin. 

“Sure.” 

Lucky watched as his surrogate brother left the kitchen to head upstairs. 

Maybe it’s time you showed her how much she means to you. 





Hot Head walked up the stairs, his mind thinking hard on what Lucky had said. Was it really okay for him to think about Amber like that? It was kind of hard not to. Practically every day Amber walked around the house in nothing but her underwear, if that. So what guy in their right mind wouldn’t have that stuck in their head?! And it wasn’t like Hot Head didn’t find her attractive; that was never lost on him. But the fact that she would ask Lucky that stuff, he knew she had little to no shame, but he never imagined that little. 

Now that begged another question. Does she…think about me…like that?

Hot Head reached Amber’s door and was about to knock on it, but stopped when he heard something inside that made his face go as red as his hair. 

“HOT HEAD! Aaaaaaahh~”

The olive skinned boy’s eyes went wide as he backed away from the door. That definitely wasn’t a yell of pain that was the kind of yell you let out when you were…getting yourself off really good. Hot Head’s heart thumped in his chest, Amber was in her bedroom, masturbating, and masturbating to him no less. Every rational part of his mind told him just to turn around, head back downstairs and pretend he never heard a thing. But then there was that side to him, and in all of us really. That morbid curiosity that Hot Head knew pushed people to investigate, even knowing that what they find could either scar them for life or be super embarrassing and awkward. 

Hot Head swallowed hard, morbid curiosity won. He steeled his nerves to what he was about to lay eyes on inside, slowly he took a couple of steps forward and reached for the door handle. Hot Head turned it slowly and cracked the door open ever so slightly. What he beheld was the very woman who he shamefully fantasized about, lying on her back practically naked. Her legs were spread open, and her breasts were on full display, her left hand resting on the left teat. Hot Head noticed that her right hand was firmly held between her legs, but after a few seconds she withdrew it, watching as her fingers slipped out of her snatch, glistening with her orgasmic fluids. 

In his mind Hot Head knew he should leave, like right now. But there was that other side, passing by morbid curiosity and now entering the hormonal teenage boy part of his brain. The part that just wanted to take in every last detail of what he was seeing. Yes, he may have seen Amber naked and in her underwear more than once, but this was different. This was Amber after having masturbated and was now in the middle of settling into her afterglow. 

Amber then brought her fingers up to her face, staring at them. Hot Head leaned forward, watching her lips move but unable to hear what she said. For a moment the rusty haired boy thought she was about to suck her own fingers and taste herself. But only for a moment, as he failed to realize that he was leaning forward in anticipation, causing Hot Head to stumble and fall forward. 

The door swung wide open and Hot Head tumbled into the room. Amber bolted upright and quickly closed her legs and put her right arm over her chest, which was doing very little to hide her mounds. Hot Head groaned in a slight amount of pain from the unintentional tumble, rubbing his head and sitting on his now sore rear. 

“H-Hot Head?!” 

The boy flinched, his breath caught in his throat. He looked up, and saw Amber staring down at him. Her emerald eyes wide with shock, face red as a strawberry, and with her mouth agape. Hot Head stayed still as a statue, his mind feverishly trying to come up with an excuse as to why he was on the other side of her bedroom door, peeping at her! Every attempt died before it left his mouth, his mind shooting them all down as quickly as he thought them up. There was no good excuse for this, he had been spying on Amber, staring at her naked body after she had just had an orgasm. 

Amber was having her own conflictions at this moment. She wanted yell at Hot Head, she wanted to scream and shout! Why was he behind her door? Was he spying on her, watching her masturbate? And how long was he there for? A million questions, but she was too afraid to ask any of them. Because right now, if he caught the end or even came in during the middle, there was doubt Hot Head heard her scream his name as she cummed. It didn’t take a genius to figure that she was fantasizing about him doing her. 

Both just stayed where they were, afraid any slight movement, any sound would break the tension and cause something bad to happen. Finally, Hot Head lowered his head, averting gaze from Amber. 

“I…I’m sorry…”

“Hot Head…you…how long were you there for?”

“I should leave…” Hot Head began to rise. 

“Stay right where you are!” Amber ordered. 

Hot Head sat down quickly. She had definitely entered “mom mode”, and was now about to scold him for his actions. 

“How long?” Amber asked again, albeit more sternly than before. 

“Just…Just at the end, that’s all.” Hot Head answered. 

“So…you heard what I said then…?” Amber had a worried look on her face.

Hot Head simply nodded his affirmation. Amber put her left hand over her mouth, stifling a gasp. Worry and fear started to grip at her heart, she had just been caught masturbating to Hot Head, one of two of the boys she adopted, her best friends since she was a child, the very same ones she worked so hard to provide for and raise well, and now she just ruined it all. 

Hot Head masturbating to her was one thing, a teenage boy does that, but she was the adult! She was the responsible one! She couldn’t give into things like that, it would just prove all those things those Child Services people suspected her of! 

A real fear started to well up in her heart. What if Hot Head hated her now? Yes he may’ve had crush on her and jerked off to her, but that was just hormones, stuff you grow out of! She was put in a position of trust and now…how was he ever going to look at her the same way? Amber teased and walked around in promiscuous clothing, but that was just how she was. 

Hot Head looked for a quick moment and saw Amber’s eyes begin to water, her hair drooped and the color in her eyes and hair were dulling. The olive skinned boy shot up, his own heart hurting that he was the one who caused all this. Hot Head knew that the only time this happened to Amber was when she was sad, and he made her sad. He violated her privacy. 

“Amber…I’m sorry!” 

“No…I-I’m sorry, I shouldn’t have done that all! Please don’t hate me Hot Head! Please give me another chance!” Amber crawled forward, forgoing any modesty in favor of pleading to the boy she cared about. 

Hot Head shook his head in confusion. “What?! Why would I hate you?” 

“Because I was…I was thinking of you when I was…doing that! I’m supposed to take care of you and Lucky, not think about you sexually! I don’t want to lose you, please…!” 

Hot Head gently reached out, Amber shut her eyes, looking away in fear of the expression she was going to be given. She felt Hot Heads callused hands pressed against her shoulders, but it wasn’t painful, it was gentle. Amber dared to look, and was met with Hot Head staring her in the face. 

“I could never hate you Amber, not over this or anything else!” 

“But…I…I’m not supposed to think about you like that! I’m your guardian for fuck’s sake!”

Hot Head blushed. “Well…then we’re in the same boat. Because…I…ahem…I think about you when I, uh…you know.”

Amber’s eyes went wide. “So…you do think about me?” 
Hot Head nodded. 

“But that’s just normal teenage boy stuff, I’d be more worried if you didn’t!” 

Hot Head tightened his grip slightly on Amber. “Well…I don’t really think it’s just that…if it were, I wouldn’t be thinking this hard about it. But honestly Amber, I don’t hate you, I could never hate you, ever!” 

Amber’s hair and eyes regained their original full coloring again, allowing Hot Head to breathe a sigh of relief in seeing her not upset and sad. Hot Head sat on the bed, he was feeling a little emotionally drained and needed a moment to figure out what his next move should be, resting his elbows on his knees as he brought his hands up in contemplation. Amber sat next him, modesty wasn’t her thing, but she tried for his sake, covering her chest and keeping one arm over her crotch. 

“So…” Amber began. 

“So…” Hot Head replied. 

“We apparently both like each other that way…physically anyway.” 

“I-I guess…yeah,” said Hot Head. 

Amber started to remember Lucky’s words. But did she dare press the matter? With the situation as tense as it was, did she dare ask Hot Head if he loved her as more than a mother or sister figure? Thinking about it made her heart pound in her ears, this was first time she ever felt this way. Maybe it was because it was Hot Head and not some random guy. Hot Head already said he could never hate her, and that brought a lot of comfort to her, knowing he still cared about her. That was the one thing she didn’t want to lose, from either of them. Steeling her nerves, Amber decided to roll the dice. 

“Hot Head…?” 

“Y-Yeah?” 

“Do you…love me?”

Hot Head looked to Amber with a raised eyebrow. “Of course I love you.”

Amber found herself holding onto her chest tighter as she prepared to clarify. “Not that way, not the way like you, Lucky, and Annie do…I mean, do you love me?”

It took a moment before Hot Head understood what she meant. His face went even redder as he continued to look away from Amber out of politeness. “I…I…If I said I did…what would you think?”

Amber squirmed a bit where she sat. “I don’t know…I already love you and Lucky, and Annie. Hot Head…I’m messed up. You know how my mother died when I was young, and how my father dropped me off at the orphanage because he couldn’t deal with me after losing her. It’s…It’s never really gone away, the pain, being abandoned…If you had to correlate it, I guess you can say that’s why I throw myself at random guys. I’m looking for the love that I lost from my Dad…and why I can never seem to stay committed to a guy, because I’m afraid, afraid to trust them, afraid that they’ll leave me and make the pain come back again…” 

Hot Head looked upon Amber as if seeing her for the first time. “You never told us this.” 

Amber chuckled. “Not the kind of thing you admit to the two boys you’re trying to raise and keep out of trouble. So yeah, I have daddy issues on top of abandonment and trust issues. I really doubt I’ll ever find the right guy…but because of that, I don’t want you being with me.” 

Hot Head furrowed his brow. “And why not, just because of that stuff you said?” 

Amber put her hands on his shoulders and looked him straight in the eyes. “Hot Head I’m not good for you! As a caretaker, as a guardian, a big sister or a mother, I’m fine! But as your girlfriend, in a relationship, I can’t do that to you! What if it didn’t work out?! It could mess up everything we have right now! I know you and Lucky are practically adults now and can leave and live wherever you want! Hell, you can even buy your own apartment! I just don’t want to lose this…any of this…you guys are the only family I have left…and don’t think I haven’t seen how you’ve protected me and put up with my bullshit. I know!”

Hot Head smirked. “All the more reason why I don’t want to leave you, and because, I want you to be happy. Because I…I love you, Amber, I want to protect you, I want to be the one to make you happy! I don’t want to see you sad!”

Amber trembled a bit, her heart was thumbing again, skipping a few beats. Was this love or a cardio infarction? She couldn’t tell. Her body trembled from this. Was she really ready to trust someone like this, to allow them into her heart? It was Hot Head, the boy who had stuck by her and gotten them into more trouble than she would care to speak of after all, and did she not already trust him, so was trust even an issue.

Suddenly, Amber found her lips pressed against Hot Heads, the boy leaning forward to kiss her. Amber’s emerald eyes went wide from the sensation, this wasn’t the same as a platonic kiss. This was…something different. Warm, comforting, inviting even, Amber closed her eyes and leaned into the kiss. She moved her arms forward until they draped over Hot Head’s shoulders, and wrapped them around to bring him closer. Hot Head’s arms slowly reached out and wrapped around her midsection, bringing the naked woman closer to him.

Amber shivered, feeling her chest make contact with his shirt and her left hip meeting his right. Hot Head felt his chest tingle when he felt Amber’s bare breasts press against him. Although this wasn’t the first time that had happened, it was however the first it had happened while kissing her. The two of them separated, looking at each other’s eyes. 

“I guess we’re doing this then?” Hot Head asked nervously. 

“Honestly I kinda want to…but if you don’t I understand,” said Amber. 

“I don’t mind either it’s just…I haven’t uh…”

“Me neither, but don’t worry. It’s all pretty basic, but first strip.”

“What?!”

Amber drew back and put her hands on her hips. “I’m naked, so it only makes sense for you to be naked too.” 

Hot Head couldn’t fault her logic there, a first time for everything. With a sigh Hot Head got up, he removed the belt holding up his gray jean pants, unzipping and unbuttoning them, and letting the pants fall to the floor around his ankles. Hot Head then took off his red t-shirt, allowing Amber to see his lean and toned body. The tanned woman felt herself grow more aroused, both from watching Hot Head get naked, and for what she was about to do with him. Finally, with some trepidation, Hot Head slid his boxers off, where he let them join the rest of his clothes on the floor. 

When he sat back down, Amber looked upon his package, it was a little bigger than when she first saw it. Although to be fair, his penis back then wasn’t as erect as it was now, standing at attention and with a dollop of pre-cum forming at the tip. Amber noticed that Hot Head was a little nervous, showing his exposed and erect self to her. She smiled and leaned against him, with her right hand she brought it around his shaft, making Hot Head flinch from the sudden contact. It felt warm, and pulsed like a heartbeat. 

“It’s alright,” Amber slowly stroked his penis, going up and down in smooth gliding motions, “give me your right hand.”

Hot Head let out a low moan from the feeling of Amber’s hand stroking his dick. He complied with her request and brought up the requested hand. Amber took it in her left and slowly guided his hand downwards. She opened her legs up a bit, and placed his hand over her moistening slit. Hot Head froze, he was now touching Amber’s pussy, her warm, slightly wet pussy. The boy watched as Amber moved his hand into position, pushing his middle and ring fingers against her entrance. 

“This way we can both enjoy it.” 

Hot Head gulped. He remembered how Amber had two of her fingers inside herself earlier, and now she was allowing him to do the same to her. She pushed his fingers, giving him the initiative to go in. Hot Head slowly pushed his two fingers against her cunny, feeling the tight hole spread open as his fingers entered Amber. She hissed in pleasure, feeling how much bigger his fingers were compared to hers. He continued pushing inside until they stopped at the knuckles. 

Amber began stroking his cock again, and at the same time, Hot Head thrust his two fingers into Amber, drawing back slowly and going back in at the same speed. Amber continued to lean her head against his shoulder, closing her eyes to enjoy the sensation of having someone else finger her pussy. Hot Head leaned his head against Amber’s, also indulging in the bliss of having an actual woman jerk him off other than himself. 

Both Amber and Hot Head worked at each other at a steady rhythm. Amber’s hand was getting slicker the more she stroked, Hot Head’s pre-cum was dribbling from the tip of his penis and coated his dick as she continued. She increased her speed going faster up and down his shaft, causing Hot Head to scrunch his eyes shut from the pleasure radiating from his member. 

Hot Head took the hint, thrusting his fingers in and out of Amber’s wet hole with increased fervor. Amber hissed again, feeling her pussy being violated by Hot Head’s fingers as he thrust faster to match her speed. The two of them kept his up, feeling a pressure building within their loins the longer they kept going. All of sudden, Amber stopped, making Hot Head end his thrusting and had him look at Amber in confusion. 

“Wha-What’s wrong?” Hot Head asked. 

“W-Was there someplace special you wanted to finish? If there’s something you want to try with me don’t hesitate to ask, I won’t think you’re weird.” 

Hot Head looked away for a moment. “Um…c-could you use your…your breasts…a-and your mouth…?” 

Amber raised an eyebrow as she grinned seductively. “Oooooh, Hot Head, you think about my breasts and about me swallowing your cock do you?” 

“You don’t have to I was just –!”

Before Hot Head could say anymore Amber sat up and lowered herself ‘til she was on her knees. She turned around and brought herself before Hot Head, removing the bra that was still hanging on her shoulders. Tossing it away like a useless item. Grabbing both of her breasts in each hand, Amber parted them and brought Hot Head’s cock to rest between them. The two mounds were pressed back together, covering all but the tip of his penis. 

Hot Head leaned back, letting out a satisfied moan. Amber’s breasts were firm, but soft, even feeling her body heat through the two lumps of flesh. Amber had to admit, this was really turning her on, feeling Hot Head’s warm and throbbing dick right between her cleavage. She pressed both of her breasts together, pushing them up and down his shaft, repeating the stroking method she did earlier. 

Amber left the head out of the stroking, this time angling her head down. The musky aroma coming off it made her head spin, causing her to quiver with excitement. She stuck out her tongue, lightly licking the tip and causing Hot Head to grip the bed sheets harder. The taste wasn’t as bad as she thought, salty, but nothing that was off putting. Amber opened her mouth latched her lips around the head, bringing some of the shaft inside. 

Hot Head was in heaven, that or this was a really perverted and good dream. His dick was inside Amber’s warm mouth, he could feel her tongue swirling around it, added to her breasts working the rest of him. Hot Head gave an unintentional buck of his hips, pushing his cock into Amber’s mouth. He quickly realized what he did and looked to her apologetically. 

“Sorry!” 

Amber looked up and smiled, she didn’t mind apparently. If anything it made her work faster, sucking him off while she used her breasts to coax out the hidden load that awaited its release. Hot Head grunted and panted, hearing Amber’s moaning noises around his cock, feeling her suck on the tip as if it were a Popsicle. 

“A-Amber I’m…I’m going to cum, let go!”

Amber heard his words, but didn’t heed them. She was too far into this, her switch flipped, she wanted to know what Hot Head tasted like, what it would feel like to have hot cum flowing down her throat. Her pussy tingled with the prospect of this, making the older woman double her efforts. 

“A-Amber, I’m serious! I’m –!”

Hot Head couldn’t hold on any longer, grunting as he released his seed in long ropes into Amber’s mouth. The tanned woman clamped her mouth around the tip, using her breasts to stroke his dick, making him pump more and more into her mouth. When it built up enough, Amber swallowed it, her eyes almost rolling up from the taste and warmth now going down her throat. It was thick, and yet creamy, the smell intensifying within her nose. Without realizing it, Amber had a mini-orgasm at the same time, her pussy convulsing and leaking her feminine juices down her inner thighs. 

Hot Head gave a few thrusts into her mouth, wanting to get more of his dick into her mouth. Amber obliged and let just bit more in, continuing to suck him off. His orgasm was starting to ebb, and the afterglow sitting in. Hot Head continued to pant, having had one of the best orgasms in his life, and knowing that it was Amber who gave it to him made all the more surreal. 

Amber released his cock with a wet pop, letting the appendage fall free from her breasts as she leaned back. She could still feel the warm, gooey substance within her, as if her body was keenly aware of its location. Amber put a hand to her stomach, as if trying to find that warmth. It stirred something inside her, something that she wanted, something that was willing – no wanting to do with Hot Head. 

Amber rose up and crawled onto the bed, seeing Hot Head had laid back on it. “Hey, was that good?”

“Uh-huh, the best Amber,” said Hot Head. 

Amber put her hand on his cheek and smiled warmly. “I’m glad I could make you feel like that. There’s something I want to do now.” 

“Anything, after what you did, I’ll return the favor.” 

“Good. Because…I want to give you my first time.” 

Hot Head’s eyes became more alert when he realized what she had said. He looked to Amber as if wondering if he had heard her wrong, but the look in her eyes told him that she was serious about this. 

“You…You want to have your first time with me?!” 

“I do…but I know it’s your first time too. It is alright? I mean, I haven’t seen you bring any girls home, and as far as I know you and Whirlwind haven’t banged.”

Hot Head’s face went red again. “No! I haven’t brought any girls home! And I haven’t been sleeping around with any either! So yes I’m…still a virgin…” 

Amber leaned forward and kissed him on the forehead. “Then that’ll make this all the more special. I want to do this with you Hot Head, but only if you want to.” 

Hot Head didn’t know what to say, she was really wanting to have sex, full, real sex! Not just blowjobs or titfucks, and she wanted him to be the first. 

“I wouldn’t mind Amber, if you were my first too,” said Hot Head in an embarrassed tone. 

“Okay, so…I have one other request.”

“Shoot.”

“Can I be on top this one time? I-I’m a little scared ‘cause I know for a fact that this is going to hurt, and I’d rather…I mean I know you probably want to be the one top instead, but if you don’t want to do that, we could try um…a-anal if you want?” 

Hot Head, despite the offer, leaned forward and kissed Amber back on the forehead. “Whatever makes it more comfortable for you, I’m hoping to have other chances later on. And besides, I’d have a nice view the whole time.”

Amber smirked lustfully at the boy. “You know it.” 

With that settled, Hot Head scooted back on Amber’s bed until his head was resting on the pillows. Amber didn’t need to warm Hot Head up, seeing as is member was erect once again, probably sensing the impending insertion. She had to admit, she was in fact scared of having something like that inside her. 

The biggest thing Amber had ever put inside herself was Hot Head’s fingers, but now she was about to take his whole length inside a very sensitive spot, and she was going in knowing it was going to hurt, there was really no way of getting around it. 

Taking a deep breath Amber straddled Hot Head’s hips, his cock bumping against her ass. She looked down at the boy, the very same boy she had looked after, teased constantly, and bandaged so many of his injuries from skateboarding accidents. Her best friend, and she was about to cross the line completely. There was no going back from this, the moment he was in her, was the moment that their relationship changed. 

For Hot Head, he was looking at something different. The woman he had had a crush on since he was a little kid was now setting on his lap, naked. Watching as her breasts lightly swaying from her small movements, feeling the wetness where Amber’s pussy was on his waist. Her goldenrod yellow hair resting on her back, a lock draping over her shoulder as her emerald eyes looked down upon him. 

Hot Head placed his right hand on Amber’s left arm, rubbing it up and down in soothing motions, wrenching the tanned woman from her inner contemplation. “You okay Amber?”

“I…I am…” 

“Just take your time, no rush right?” 

“Yeah…” Amber inhaled and exhaled. “A-Alright.”

Amber raised herself up on her knees, scooting back just a bit so that Hot Head’s penis was now below her slit. She was still wet, and Hot Head’s member was slick from her earlier work. Amber put her left hand on Hot Head’s chest for support, she then reached down with her right and gently gripped Hot Head’s penis to keep it pointed towards her. 

Her breathing quickened, knowing that she was in control of this situation gave her some small comfort, but at the same time if she messed this up she might end up hurting herself and Hot Head. Or worse, if she slipped up she could accidentally impale her pussy too quickly and be in worse pain than a slow entry. 

She took another look to Hot Head, his red eyes looking upon her with confidence and trust. Amber took solace in those eyes and slowly lowered her waist down. She shivered when the head of his cock pressed against her vulva. Breathing slowly and calmly, Amber lowered herself more, feeling the head push past her labia and entering her tight hole. Amber stopped when she felt Hot Head’s tip inside her, going down just a couple of centimeters to make sure it wasn’t going to slip out. 

Hot Head was treated to a whole new sensation, he figured being inside of a real vagina would be intense, but with just his head inside, it was overwhelmingly warm and wet. Hot Head had to grit his teeth, the last thing he wanted to was to cum right now and ruin the whole thing, that, and because he wasn’t wearing a condom. 

Amber inched a little more of Hot Head’s penis inside, letting go when she was certain it wasn’t going to pop out. She kept pushing more and more, her face contorting in equal parts pain and pleasure. The tanned woman stopped when she felt the tip push against something inside herself. Amber gulped, knowing exactly what that was. 
Hot Head could feel something against the tip of penis, and judging from the look on Amber’s face, he had a good idea what that something was. 

“Are you ready?” Hot Head asked. 

Amber panted, she wasn’t so sure right now. Taking another deep breath, Amber put both hands on Hot Head’s chest, she pushed up on her knees, putting some space between the tip and her hymen inside. With a quick thrust Amber pushed down all the way, feeling a sharp pain erupt from within her depths and caused her to let out a yelp of pain, trying her best not to scream out loud and alert Lucky to what they were doing. Amber collapsed down on top of Hot Head, making the boy open his arms and hug her close to him. 

“It’s okay Amber, I’m right here,” said Hot Head calmly. 

“I know…I know it’s just…ugh…I didn’t think it hurt this much!” 

Hot Head forgot – or at least tried to forget – about the tight, vice like grip Amber’s inner walls had on his cock, and instead, focused on keeping Amber calm. Rubbing her back soothingly, trying to do whatever he could to help her. After a minute passed, Amber leaned up, propping herself on the palms of her hands. 

“It’s getting a little less painful, I’m going to start moving now.” 

“You sure?”

“I heard it’s supposed to get better if you start moving or some BS like that. Time to – guh – see if they weren’t full of it.”

Amber looked down between them, her eyes widening at just how far she had taken Hot Head inside, practically to the hilt. She slowly raised her hips, a vacant feeling radiating from within along with the pain. Amber brought her hips down, and raised them again. Slowly she built up a rhythm, withdrawing half of Hot Head’s cock out and going back down. After a few strokes the pain was starting to ebb away, replaced by a stronger pleasurable sensation. 

Hot Head watched as his dick entered and exited Amber’s pussy, the tight hole wrapping around his member, becoming slick with her arousal and mixed pre-cum. Amber rested on top of him, keeping him inside her. Her eyes started to take on a seductive gleam to them, making Hot Head shiver with delight. Amber gyrated her hips stirring her pussy with his rod. The rusty haired boy moaned in ecstasy as Amber switched between gyrating her hips and grinding down on it. She reached out and grabbed his wrists, placing both of his hands on her hips. 

Amber started humping Hot Head’s cock faster than before, her hips going up and down in a piston like motion, feeling his dick strike the deepest parts of her womanhood and causing a great amount of euphoria to shoot up her spine. She was starting to get addicted to this, every thrust inside her, the feeling of his dick brushing up against her g-spot with each passing, Amber wasn’t sure but she was certain she was making a really blissed out face right about now. 

Hot Head watched as Amber’s breasts bounced up and down with each movement she made. She had abandoned the slow and steady method and was now going full throttle on his dick, and Hot Head was loving every second of it. Gripping onto her hips as he felt his dick ever closer to an orgasm, but then he felt her slowing, he looked up and saw that Amber was straining a little. Hot Head bucked his hips up, lifting Amber with his sudden thrust and making her smile lasciviously at the boy. 

The two of them worked in tandem now, finding a pace where the both of them were able to gain the most amount of pleasure. Hot Head drew back, and Amber rose up, and lastly the two of them met at the middle. Hot Head and Amber kept up this pace, fucking at a speed and rhythm that was bringing them both closer to the edge. Amber threw back her head, completely lost in the moment as Hot Head scrunched his eyes shut. Blissful moaning, grunts, and panting echoed within the room, feeling it with the sounds of their passion and lust.  

“Hot Head I’m so close right now!”

“Same here, y-you should get off now!” 

Amber looked down at the boy with confusion. “Why?!” 

“You know why! I’m not wearing a condom! If I cum now I’ll…I’ll get you pregnant!” 

“Do it!” 

Hot Head’s eyes went wide. “You’re not serious?!” 

“I am serious! Hot Head cum inside me and get me pregnant! I want you to! I want to I have a child with you! I…I…I love you!” 

Hot Head’s heart skipped a beat at that moment. Amber’s hair and eyes shimmered, the last time he saw that happen was when she brought Lucky and him to live with her, telling them that she only glimmered and sparkled like that when she was truly happy. Hot Head’s resolve was reaffirmed right then and there, smiling confidently at his lover, he bucked up into Amber with hard short thrusts, causing Amber to yell in pure ecstasy. 

“I love you too, Amber!” 

The two of them met in the middle for the final time, with Hot Head hilting inside Amber as his dick released spurt after spurt of thick cum. The sudden warmth of Hot Head’s cum pushed Amber over the edge, making her cum at the same time. Hot Head felt her love tunnel contract around his member as a mixture of their combined fluids swirled about inside. Hot Head kept his hips pushed upwards as Amber kept hers pushed down, not wanting either of them to separate. A mixture of clear and thick cum began to seep out from their union, and after a bit more, Hot Head let his hips fall back onto the mattress, with Amber following close behind, keeping them connected. 

Amber could feel her vaginal walls milk Hot Head’s penis of its cum, feeling it pour into her womb and filling her with a satisfying warmth. The tanned woman fell forward in exhaustion, lying on top of Hot Head. The rusty haired boy hugged her close, running his hand through her shimmering hair. Amber rose up slightly, bringing her head to eye level with Hot Head. Her eyes still sparkled, but there were tears in them. 

“I’m sorry that I said all that…I was just so happy, I felt so good, safe, and…and loved! I know you’re not ready to be a father and –!”

“Shh.” Hot Head put a finger to her lips, effectively silencing her. “I wanted to, and besides, I wouldn’t mind having a kid with you. I’ll be in the Royal Guard soon so we’ll be alright for cash between us.”

Amber rested her head against his chest, her eyes and hair sparkling still as she listened to his heartbeat. “I want to love our child Hot Head, I don’t want to give it up, ever!”

“And we won’t. My Mom and Dad couldn’t make it work and gave me up because of it. We’re not letting that happen, whatever happens we’ll work it out. That’s what a family does right?” 

Amber chuckled happily. “Yeah, it does.”

Hot Head and Amber rested on the bed, enjoying their joint afterglow. But for some reason they felt as if they had forgotten something, something equally important. Their heads shot up as they looked at each other in shocked realization.

“LUCKY!”

“LUCKY!”





Lucky sat the table, looking back and forth between the food on the table and the clock hanging on the wall. Different assortments of food were laid out, with three places set for three people to sit and eat. However, there was only one person at the table, only one who made this meal for the missing two, and it was this one person who now had his arms crossed over his chest, and was staring towards the stairs with an annoyed look on his face.

“Food’s getting cold guys.” 

> First Gen CMC x Next Gen CMC
> --------------------------------------------------------------------------

One year, a whole year past since Apple Bloom, Sweetie Belle, and Scootaloo saw their daughters embracing each other in their clubhouse. Needless to say it was nostalgic for them, and it did lead to a very, very fun afternoon of the three friends “reminiscing”. 

The three mothers definitely saw a change in their daughters after that, they were closer than ever, coming to each other for advice more often, hanging out more, heck, even Api was starting to listen to her friends when they said she was going to do something dangerous. 

Two of the three mares had doubts about letting their daughters have the sleepover, afraid of history repeating itself, which it did, and worried that the experience would either complicate their friendship or make them start questioning things about themselves, and it didn’t. Sweetie Belle had no doubt in her mind that their kids would bond from the experience just as they had all those years ago, and to say that it wasn’t pleasurable would be a total lie.

The whole thing made Sweetie Belle sigh with memories of her two best friends’ first sexual experience. Don’t get her wrong, she loved Button, adored him and his dorky ways, there wasn’t a day when she didn’t…well except for when she gave birth to Pixel and she kept screaming “I HATE YOU, I HATE YOU, YOU DID THIS TO ME!” 

But the doctor assured him that most if not many mares screamed such things at their husbands, and apparently he was lucky since the doctor had heard far worse things than that. Still, she loved him, she was happy being married to him and wanted to grow old with him as they raised their children. 

But you can’t blame a mare for wanting a little mare time with her best friends, more specifically, wanting to spend time stuffing her face between their hind legs and eating them out, or having one of them do the deed, she was happy either way really. She started to think of ways they could recapture that moment again from years ago when they were younger mares, true they kept in contact with each other, their daughters being friends helped with that. 

But Sweetie Belle thought that deep bond they shared when the act happened had faded a little, despite their afternoon three-way, which was great, it left her wanting more closeness with her friends. So Sweetie Belle, having gotten Apple Bloom and Scootaloo alone one weekend, came out and proposed something to them that made their faces turn red. 

“You want to have sex again?!” Scootaloo nearly shouted. 

“Shh! Scoots quiet down ‘fore somepony hears ya!” Apple Bloom scolded. 

“I didn’t hear you complaining you were scissoring me, Scoots!” Scootaloo blushed. “And I definitely didn’t hear you, Apple Bloom, when I had my muzzle buried in your marehood and made you squirt like crazy!” Apple Bloom brought the rim of the hat she was wearing down to hide her face. “And there was that daisy chain…”

“Alright, alright, we get it, jeez!” Scootaloo cried, wings flared. 

“So why do ya want to do it again anyway? Are ya not gettin’ any from Button lately or are ya just hornier than a rabbit in heat season?” 

Sweetie smiled. “Horny? Probably. And Button doesn’t lack in the bedroom, believe me, I get plenty. Besides, it’s just not only about the sex, it’s what we feel during the sex! The connection we have when we’re looking into each other’s eyes, the feeling of our hooves caressing each other lovingly, the closeness and warmth of our bodies pressed against the other. And at the end, waking up in the safe forelegs of friends who I know will always be there for me, always love and care about me. The very same feeling our daughters now have.”

Scootaloo and Apple Bloom looked to each other for a moment, their blushes coming back in full force as they did so. They remembered that night long ago, and the feelings that it brought up.

“So…?” Sweetie Belle asked. 

“Ah guess that would be alright…but we’d need to plan out a date, time, and place. We don’t want to just randomly go to one of our houses and go at just have our husbands walk in on us, or worse, our kids.” 

“Ugh, definitely don’t need that. I can already hear them asking ‘Mom, why are on top of Mrs. Sweetie Belle?’” 

Sweetie Belle giggled. “Now who said you would be on top?”

Unbeknownst to the three mares, hiding in bush, was certain young mare who had the most surprised look on her face. 






(Later, Pixel’s House)


“You got to be kidding me,” said Echo.

“Our Moms are really going to have a three-way?!” Pixel asked. 

“Yep, apparently they had one that monrin’ when we woke up. But now they’re planin’ to have a more, Ah guess, intimate one. But they’re goin’ to plan out the date, place, and time so no one interrupts ‘em.”

Echo nodded. “Makes sense, I don’t even want to know what my Dad would say if he found my Mom and yours rolling around together.” 

“Exactly, so we’ll need to help ‘em with gettin’ ready, and to keep our Aunts and their friends from gettin’ in their business. This sounds like somethin’ they need to do, and after what we did, Ah kinda understand why they want to.”

Pixel just lied there on her bed, busy thinking hard on something. Api and Echo noticed their friend’s silence, wondering what it was she was thinking hard on. 

“Hey…do you think my Mom is hot?” Pixel asked. 

“Excuse me?” Api asked. 

“You know, is she hot, like sexy,” she clarified. 

Echo rubbed the back of her head nervously, used to be such questions would make them both clamp up their mouths, but given their recent intimate moment such things were less nerve wracking to talk about, still embarrassing though. 

“Well, if I had to speak objectively about it, I say she is. I’ve always loved your Mom’s music, and she’s really pretty, and uh…ahem, I guess I can she does have a nice flank. So yeah…she is.” Echo answered. 

“Cool I thought so too. And Api, your Mom’s kind of hot too, in a strong, take charge kind of way.” 

Api blushed. “Thanks, and Echo, your Ma’s nice too, I like her physique, it’s…I’ll admit, sexy.”

Pixel looked between them, feeling out the mood before she brought up her next topic. “So, now that we’ve established we think each other’s Moms would be a good lay, what do either of you think your own Moms are hot?”

“What d’ya mean?” Api asked. 

“I mean, would you guys do your Moms?”

Echo and Api glanced each other and then looked directly at Pixel. “ARE YOU OUT OF YOUR FUCKING MIND???!!!”

The force of their yelling was enough to make Pixel move a smidge from where she laid. After recovering from the near deafening yell, Pixel clarified. “No, I’m honestly asking you. Would you?”

“Uh, no! And Ah’ll give ya three damn good reasons why! One: they’re our Mas. Two: they’re our Mums. Three, and most importantly, they are our MOTHERS!!!”  

“I get it you don’t have to remind me. But think about it for a minute. Imagine it like this, if you’ve never even met them before, and you’re the same age as you are now, and you just happened to meet them and got to know them as mares, would you?” 

Echo and Api knew this was taboo thinking, then again they did do a few taboo things a year ago so what was one more now. The pegasus and earth pony thought about it, they thought hard. Echo forgetting for this moment that Scootaloo was her mother and just thought of her as another mare. Her toned body, soft wings, tomcoltish attitude, her kindness, and those eyes that could sometimes get really intense; it sent a strange shiver down her spine, but one that she didn’t mind. 

Api pictured her mother, Apple Bloom, watching her buck apples from the trees. Her strong hind legs striking the trees as the tight muscles around her flanks rippled from the impact. Red velvety mane drenched with sweat from a hard day’s work, and amber colored eyes that held strength and a loving nature behind them. Api felt herself become weak kneed for a moment, which was all the weirder since this was her mom she was thinking about. 

Pixel didn’t need to imagine much, she already saw her mother as beautiful mare, and a wonderful mother, but she just focused on the former. Her long flowing curly locks of purple and pink, eyes that glimmered like emeralds, and her curvaceous form, lithe, and yet supple. Pixel wasn’t ashamed to admit that it got her nethers a little riled up from thought of it. 

“So?” Pixel asked. 

“I guess if she didn’t raise me…and if she was just some random mare I met and became friends with…then ya, I guess I would,” said Echo. 

Pixel looked to Api, knowing she’d be the stubborn one. The littlest apple finally let out a grunt and admitted it. “Okay, okay, like Echo said, if all that, then ya, Ah probably would too.”

“Great, so, what do you say we crash our Moms’ little three-way when it happens?” 

“You’re off your bloody rocker, you know that right.”.   

“I’m serious, it’d be great; the first Cutie Mark Crusaders and the New Cutie Mark Crusaders, both sharing an intimate and sexual experience together!” 

“Pixie…c’mon, these are our Moms!” Echo pleaded to her sanity. 

“Oh please, just a moment ago you guys just said you’d have sex with them.” 

“Yeah, if they were mares that hadn’t raised us, fed us, birthed us, put up with our preteen and angst shit, and loved us like no other!” Api released a frustrated sigh. “‘Sides, how the hay would we even do that? The moment they saw us they’d stop what they were doin’ and kick us out.”

“Api’s got a point Pixie. Even if…ahem…we were willing to do that, that doesn’t mean they’ll be onboard with it.” 

Pixel walked over to her two friends and draped a foreleg over their withers. “Relax, I got this.” 






(2 Weeks Later)


To say that the three older mares weren’t nervous and excited about their upcoming…bonding time, would be an understatement. The three of them were able to convince their husbands that since the six of them were all pretty much friends, that they should take some time to go out and be guys, and with a little help from Sweetie’s checkbook, was able to get a ticket to Las Pegasus. 

She told them to have fun and go nuts. Normally this would raise suspicion in any husband, especially when the wife pays for the husband and their friends to go to a place filled gambling, entertainment, and the occasional whorse. Either they really trusted them or they were planning on doing something when they left. Still, not one of them complained and soon Button, Pipsqueak, and Rumble were off to Sin City. 

The three mares watched as their husbands departed, standing on the station platform as the train faded into the distance. The former Cutie Mark Crusaders started walking down the road, with the knowledge that their husbands were away to play, and that their daughters suddenly had a something to do. Sweetie grinned at what that something or rather somepony was. During the walk Apple Bloom and Scootaloo released a nervous sigh that caught Sweetie Belle’s attention. 

“Well, they’re gone,” said Apple Bloom. 

“And we’re alone, practically,” said Scootaloo. 

“Why do you guys sound so nervous?” Sweetie Belle asked.    

“Can ya blame us, Ah mean yeah we fooled around that one time. But this ain’t the same thing…we’re actually…plannin’ on…you know.” 

Sweetie Belle brushed against Apple Bloom, shooting her a very seductive look. “C’mon AB, don’t make it sound like something bad, especially when we haven’t even gotten started yet.”

Apple Bloom shivered from the contact, but it was more out of excitement than nervousness. Scootaloo was somewhat apprehensive, but not as much as she was a little eager to get started. She’ll admit, when she fooled around for that night with Rainbow Dash, it did leave her craving a little more time with her friends, even more after their first get together since their younger years. Now they’ll be able to go all out, but the biggest difference, they were older, and much more experienced than they were as teenage mares. 

The three former Crusaders decided to head to their “private spot”. They had thought about having their boding time at the old clubhouse again, but when they realized that their daughters might accidentally find them, or worse, their sisters, that idea was shot to Tartarus. 

Once Sweetie, Apple Bloom, and Scootaloo were on the dirt road that led to Sweet Apple Acres, Sweetie Belle looked around to make sure they were the only ones on the road. 

“Okay girls, stay close.” Sweetie instructed. 

Apple Bloom and Scootaloo huddled close to Sweetie. The unicorn mare’s horn glowed with emerald light, within a few seconds their bodies were surrounded with magical light. There was flash and all three vanished out of sight. 





The former members of the CMC found themselves teleported to a large cottage. Sweetie Belle ushered them in, showing them around. This was her private cottage, it was a place where the songstress could work in peace and write new songs. There was a soundproof room, a studio, a kitchen, and bedroom. Which was where they were headed. 

Since she was a famous a singer she needed some privacy here and there, and the only way to get to it was by teleportation. Which meant that the only ones did know about this place where Pixel and Button, of course Sweetie was the one to always bring them. 

The three mares entered the bedroom, which was quite large, with a queen-sized bed placed at one end of the room, and the “1001 Ways to Have Fun in the Bedroom (Mare edition)” book resting on the nightstand. 

“Ah got to hand it to ya Sweetie, this was a good idea to do this out in this place. No pony will bother us here,” stated Apple Bloom.

“And we don’t have to worry about our sisters, friends, or daughters popping in on us,” said Scootaloo.  

“And on that note let’s get started!”

Sweetie Belle quickly took Apple Blooms lips, locking them with her own. The surprised earth mare nearly yelped at the sudden passionate kiss, but she quickly recovered from the surprise and melted into it. The unicorn mare pushed Apple Bloom onto her back against the bed, slipping her tongue into the red maned mare’s mouth as her Stetson hat fell off her head. 

Apple Bloom’s hesitation was starting to ebb away with passing second, made all the more apparent when said mare placed her hooves on Sweetie’s back. She let them fall down towards the unicorn’s shapely flanks, giving them a rough squeeze that made Sweetie squeak. Sweetie separated from Apple Bloom and looked down at her. 

“Now that’s what I’m talking about,” said Sweetie Belle. 

“Shut yer yap already and kiss me.”

Sweetie smiled and went back down to kiss Apple Bloom, again, passionately making out with her longtime friend. Scootaloo crawled onto the bed, approaching her two friends as her wings flared. 

“Don’t you guys dare leave me out of this,” said Scootaloo. 

Sweetie Belle stopped kissing Apple Bloom and looked to the pegasus mare. “Scoots, you know us better than that.” 

“In fact, why don’t we both get somethin’ outta this?” 

Before Sweetie could ask what that something was, Apple Bloom quickly flipped her onto her back, the earth pony kissed Sweetie on the lips, kissed her jawline, peppering her neck and trailing those kisses ever lower. Sweetie watched Apple Bloom, but the view didn’t last long as Sweetie felt something wet wrap around her horn. 

“OOoooh Celestia!” Sweetie exclaimed. 

Scootaloo grinned as she sucked on Sweetie Belle’s horn, slowly licking the spiral grooves from the base all the way to the tip. She slurped and sucked on the appendage as if Scootaloo were drinking directly from a milkshake, and today’s shake was vanilla. Sweetie went crossed eyed from the direct pleasure sent into her brain with each sensual lick and suckle, moaning her approval of Scootaloo’s act. 

Apple Bloom had made it between Sweetie’s legs, watching her friend’s body squirm from Scootaloo’s ministrations. She watched as Sweetie’s teats jiggled a bit from her moving around, a toothy grin spread across her lips as she decided to “milk” them. Apple Bloom moved towards Sweetie’s right teat, nuzzling the perky nipple with her snout. 

Sweetie struggled to see what Apple Bloom was about to do, but Scootaloo was keeping the unicorn mare’s head right where she wanted it, and really, Sweetie didn’t want her horn to leave that skillful mouth of hers. Apple Bloom stuck out her tongue and flicked at the nipple, watching her teat sway back and forth each time. Finally, Apple Bloom opened her mouth and latched onto the teat, suckling from it like a hungry newborn foal. Sweetie Belle let out a loud, blissful cry, now having her horn and her teat sucked on. 

Apple Bloom and Scootaloo loved hearing Sweetie Belle moan, it was so sensual and pleasing to the ear, like she was making music unintentionally. It only spurred them to make her scream more. Apple Bloom used her right hoof to play with Sweetie’s marehood, rubbing up against it and prodding at it with the tip. She wasn’t surprised that it was this wet alright, Sweetie did seem the more eager of them to get started. 

Unbeknownst to the three older mares, they’re private time wasn’t as private as they thought. Sitting against the wall, cloaked in an invisibility spell that muffled their voices, were Pixel, Api, and Echo. All three young mares watching as their mothers were already going at it. 

Api’s blush was red enough to match the apples on her flank, she didn’t know her mother could be so aggressive and turn the tables that quickly. She swallowed hard as she watched her mother’s tail rise up, displaying her winking pussy for all to see. Of course Api knew she had no idea they were in there, but still, it was her mother’s marehood! She came from that place! And yet…she couldn’t stop looking at it, nor could she ignore the strangely arousing sounds of Pixel’s mother. 

Echo’s wings were already flared out, stiff with arousal as she watched her mother suck on Mrs. Sweetie Belle’s horn. She was impressed by her skill, seeing her mother pleasure another mare to the point of making her writhe in bliss, was kind of hot. Echo remembered awhile back, when she first needed to learn how to preen her wings, it was her mother who did it for her. 

Sometimes she would allow her to help, but during those times Echo couldn’t help but feel aroused whenever she did, her mother so gentle and skillful with her mouth, caressing her wings and keeping the stray feathers in line. She was ashamed to admit it, but she got turned on whenever her mother did that, and it often times left her wanting more. 

Pixel, unconsciously snuck a hoof between her legs, slowly rubbing at her cunny as she watched her mother fall prey to the two strong and athletic mares. Pixel had no delusions or wishes to drive a wedge between her father and mother, or to secretly enter into some forbidden romance. When it came right down to it, Pixel saw her as a very beautiful, sexy, and loving mother, whom she just so happened to be attracted to physically. 

“Ah can’t believe we’re sittin’ here watchin’ this!” 

“*gulp* You and me both, do you think we’ll be like that when we’re older?” Echo asked. 

“Mmmm, if not then we’ll have to fix that,” said Pixel dreamily. 

Api looked to her right and blanched when she saw Pixel’s hoof already working her nether regions. Echo looked to her left and noticed as well. Neither one wanted to say it out loud, but they felt their marehoods getting wetter as this scene continued, not doubting in the least that there was probably a damp spot where they were sitting. At that moment a loud cry from Mrs. Sweetie Belle wrenched Echo and Api back to the scene before them, and Echo in particular had her mouth gaping open. 

Sweetie Belle’s tongue was lolling out of her mouth as a new wave of pleasure struck her mind. Scootaloo had abandoned her oral pleasuring and had turned herself around. She had positioned her marehood directly over the horn and penetrated herself with Sweetie’s magical appendage. Scootaloo released a cry of bliss from feeling the hard protrusion enter her depths. 

“OH Scoots, that’s amazing! It’s like I can feel your marehood in my head! I…I…I don’t even know how else to describe it!” 

“Umph, glad you like it. You might want to hold onto my legs, I’m going to milk that thing for all its worth!” 

Sweetie Belle did as Scootaloo said, gripping the pegasus mare’s legs with her forelegs. Scootaloo began gyrating her hips, helping more of the horn sink deeper into her love tunnel until she hilted inside. The orange mare raised her hips up and down, slowly fucking Sweetie Belle’s horn. The horn began to glow, sending sparks of energy into Scootaloo’s pussy, exciting every pleasure sensing nerve within her and filling it with warmth. 

Apple Bloom didn’t want to fall behind her friend. So she switched to the left teat, and once she was sure her hoof was well lubricated, pushed it into Sweetie’s folds. The unicorn mare bit her lower lip as she felt her friend’s hoof go into her tight slit, pushing more and more till it was past the fetlock. Sweetie let out a throaty grunt from feeling the whole hoof inside her, but her time to get accustomed to it was short lived as Apple Bloom began thrusting that hoof in and out of Sweetie Belle. 

The unicorn mare was losing her mind, her marehood was being hoofed, her teats suckled, and now her horn was being fucked by Scootaloo’s pussy. She practically felt their fuck toy and it was great! Scootaloo pumped her hips faster and faster, and at the same time Apple Bloom matched her speed, hoofing Sweetie’s marehood in pace while sucking from her teat ravenously. 

Pixel was clopping faster, watching her mother continue to be pleasured by her closest friend’s mothers. Her horn began to spark, the energy beginning to waver a bit, but none of them realized it. They were too preoccupied by everything they were seeing. 

Finally, Sweetie’s dam burst as she screamed her bliss into the air. Her horn released a powerful surge of materialized mana, filling Scootaloo’s love tunnel. This caused the pegasus mare to hilt Sweetie’s horn inside her as her own orgasm hit. 

Scootaloo’s inner walls clenched around the horn, milking it of its magical essence as her feminine fluids splashed down and onto Sweetie’s mane and face. Sweetie’s marehood had gushed with clear marecum, making Apple Bloom hold her hoof inside her as she felt her tight pussy wrap around it. The farm mare continued to suck hard on the teat, prolonging the orgasm of her friend. 

At that same time, Pixel had rubbed at her clit, causing her to have her own orgasm right then and there. However, she lost concentration on the spell that muffled their voices and kept them out of sight, and unfortunately, Pixel seemed to want to join her mother in a chorus of climaxing screams. 

Api and Echo stiffened up as they watched either of their mothers ears perk up, no doubt picking up on the new voice that wasn’t from either of them. The option of slapping their hooves over Pixel’s mouth was gone now, as Apple Bloom and Scootaloo slowly turned their heads around. 

The two older mares’ faces went almost a ghostly white, contrasting against their daughters’ crimson blush. Apple Bloom quickly tucked her tail between her legs, and Scootaloo fumbled to get Sweetie’s horn out of her marehood, resulting in her falling on the other side of the bed as Sweetie’s horn let out a couple of spurts of magical essence onto the bed, completely unaware of what was happening. 

Api and Echo looked to Pixel, who was now slumped up against the wall as the afterglow set in, and the carpet below her becoming increasingly darker as the seconds went by. 

“Api!” Apple Bloom cried. 

“Echo!” Scootaloo shouted. 

“Uh…Hi Mom,” said the two mares in unison. 

“Wha-What the hay are y’all doin’ here?! Oh my gosh, you just saw us…and we were…!” 

Scootaloo, awkwardly, walked around the bed to stand at Apple Bloom’s side. “Listen girls this isn’t what it looks like!” Scootaloo face hoofed herself. “Okay it’s exactly what it looks like, but we’re trying to cheat on your dads or anything we swear!” 

“Y-Yeah, this was just…well…ya see girls, sometimes mares have needs that only other mares can satisfy and…Oh forget it that sounds dumb…uh…SWEETIE BELLE!” 

The white unicorn mare, a little annoyed that she couldn’t enjoy her afterglow, rose up on her forelegs. “Okay, okay, what’s going on……Api, Echo, Pixel?!” 

Pixel finally snapped out of her afterglow as well when she heard her name being called by her mother. Her eyes darted around, seeing the surprised faces of their mothers and of her friends made Pixel realize that her spell had gone down. 

“Oh no…” Pixel groaned. 

Sweetie Belle got on all four, wobbly, hooves and stared her daughter down. “Young lady, you need to tell us why the three of you were sitting there, invisible, and hiding. Now!” 

This wasn’t exactly how Pixel was wanting to crash the three-way, she was going to wait until their mothers had gotten deep into it that their sex drives were more in control than anything. But it was semi how she needed it to be. The smell of sex and musk was heavy in the air, all three of their mothers looked frazzled from their lovemaking, and at least one two out of three of them had an orgasm, so they weren’t very agitated. It was now or never. 

“We knew that you guys were planning to do this,” said Pixel. 

The three older mares’ eyes went wide. “How long?! Who told you?!” Sweetie asked. 

“Nopony!” Api answered. “Ah sorta found out, Ah was comin’ to see Ma, since Ah knew she was hangin’ out with ya, but then Ah heard Mrs. Sweetie Belle talkin’ about how y’all uh…how y’all did the same thing we did…” 

“That’s when I got the idea for us to…to…” Pixel hesitated. 

“Go on honey.” Sweetie urged. 

“I got the idea that all six of us should have…sex…together.” 

Apple Bloom and Scootaloo had to sit down for that, their heads spinning at what they just heard. Sweetie Belle, however, remained standing as she looked upon her daughter with a critical eye. 

“Why?” Sweetie asked. 

“Who cares why Sweetie Belle?! We just need to stop this now and never speak of it again!” Scootaloo urged. 

“I care Scoots. If it was just Pixie then I’d somewhat understand, but the fact that Api and Echo are here changes that. Plus, they went through the trouble of using an invisibility spell to hide themselves. They know what we did when we were younger, and we know what they did. The least we can do is here them out.”

“Sweetie, please, Ah…these are our daughters! Ah don’t know if Ah can…” 

“Apple Bloom,” Sweetie Belle placed her hoof on the farm mare’s shoulder, “relax, everything will be alright. Now go on Pixie.” 

Pixel rubbed her right foreleg as she prepared to tell her mother why. “I…I thought it would nice…like how you three bonded when you were Crusaders, and how me and the girls bonded…if we could do that together. I know it’s wrong…and that’s gross to think of you like that but…I do. 

I thought it would a nice little intimate moment between the six of us as Crusaders past and future to share in a bond that we had. And…I’m not going to lie, I do think you’re hot Mom, and you Mrs. Apple Bloom and Mrs. Scootaloo. Don’t blame Echo or Api, I made this plan. If you’re going to get mad, get mad at me.”

Api and Echo glanced at each other and nodded. The two of them got closer to Pixel, making the unicorn mare look to both of them surprised. 

“It may’ve been her plan and her idea, but it was our decision to do this. Mom…those times when used to preen me, do you remember?” Echo asked. 

“Yeah,” said Scootaloo. 

“I liked it, more than I should have probably. I know you didn’t mean to but it got me aroused and…sometimes I’d think of you…at night…I thought maybe I could have at least one time with you, in a way, get closer to you.” 

“And the blame ain’t all on Pixie, if Ah hadn’t overheard and told ‘em, none of this would’ve happened. So it’s my fault too. Ah love ya Ma, and…well…after seein’ ya take Mrs. Sweetie Belle like ya did, Ah kinda got a little hot and bothered by it.”

Scootaloo, Apple Bloom, and Sweetie Belle each glanced at each other, hearing their daughters profess a secret urge to bed them and to bond as Crusaders. 

“So, if you’re going to punish Pixie,” said Echo. 

“Then yer goin’ to punish us too, Crusaders stick together!” Api finished. 

Pixel felt her heart go aflutter from the comradery of her two closest friends. “You guys…” 

Neither of the three parents said a word, although Sweetie Belle had kept her eyes trained on the group, her expression neutral the entire time. She then broke away from Apple Bloom and Scootaloo and stood in front of her daughter. 

“This is what I was talking about.” Sweetie Belle glanced over her shoulder to her friends. “This right here, the kind of bond that stays with us no matter what, friendship felt deeper than what we normally would feel as Crusaders.” 

A small smile formed on the three young mares’ lips. Apple Bloom and Scootaloo, for a brief moment, saw not their daughters standing before them, but themselves as they were when they were younger. 

“Alright…” 

Sweetie Belle reached up and placed her hoof on Pixel’s cheek, rubbing it tenderly and soothingly. She then leaned forward and – to the surprise of everypony – kissed Pixel on the mouth. Pixel’s eyes went wide from the sensation of her mother’s lips pressed against her own, she was shocked even more when she felt her tongue prod at her lips, asking for entry. Pixel closed her eyes and opened her mouth, allowing Sweetie to kiss her daughter passionately.

Api and Echo just watched in stunned silence along with their mothers. Sensual moaning emanated from the young mare and older mare, slurping and sucking, stealing the breath of the other with each fervent kiss. After a few more moments, Sweetie Belle broke the kiss, a strand of saliva connecting them. 

“Mom…” Pixel said in a daze. 

“You’re better at that than I thought.” 

“Yer not serious are ya Sweetie?” Apple Bloom asked. 

Sweetie Belle levitated the infamous book she had brought over to her, she flipped through the pages until she settled on one. She looked over the spell it had within it and set it back on the nightstand. 

“Does this answer your question?”

Sweetie’s horn glowed bright as she cast a spell. Suddenly, Api, Pixel, and Echo started to get a fierce tingly sensation between their hind legs. Api fell on her back while Echo was on her side, Pixel threw her forelegs around Sweetie’s neck, using her to keep herself from falling. 

Their marehoods dribbled with their feminine juices as something began to grow just a bit above their slits. The glow of Sweetie’s emerald magic formed three long and girthy shafts between their daugthers’ legs. When it was over, the young mares took in deep breaths as they regained their composure, but that didn’t last long when they saw their new equipment. 

“There you go.” 

“Wow!” Pixel exclaimed. 

“The hay, Ah got a stallionhood?!” 

Echo just blushed harder. 

“Sweetie Belle, yer not really suggestin’ that we –?” 

“I’m suggesting that we keep going, consider this family bonding, and Crusader bonding at the same time. Pixel.”

Sweetie Belle sauntered over to the bed, swishing her tail in a come-hither fashion as Pixel followed after her. The other four mares watched as mother and daughter got onto the bed, with Pixel moving about awkwardly due to her knew appendage. The young unicorn mare laid on her stomach, making herself aroused at the feeling of her large cock pressed against her barrel. Sweetie bayed her daughter to turn around onto her back, Pixel rolled until she was looking up at the ceiling and her penis pointing up. 

The older mare crawled closer to her daughter, looking upon her with a smoldering glance. He face hovered above the tip of the dick, seeing the flared tip drip with pre-cum. Sweetie licked her lips as she wrapped her mouth around the head of the penis. Pixel arched her back slightly as the foreign and yet exciting feeling of having her penis enter another mare’s mouth took hold. Sweetie licked the tip, tasting her daughter’s pre and coaxing more and more out from within.

The unicorn mare slowly pushed her head down on the shaft. Slowly but surely Sweetie Belle worked her daughter’s well-endowed shaft till it hit the back of her throat, naturally, she had more than enough practice for what she was about to do next, but before that happened there was something else. Sweetie Belle maneuvered herself around until she was standing atop her daughter, she lowered her rear down until her marehood was right in front of Pixel. 

Pixel’s eyes went wide. Seeing her mother’s marehood up close like this, smelling that heady, musky aroma, and watching as her clit winked in and out of its hiding place. Pixel figured her mother wanted her to return the favor, so she used her hooves to gently spread her folds, giving her a peek into the place she had come from nineteen years ago. The young unicorn mare stuck out her tongue and gently pushed it inside, it didn’t take long for her to get the whole thing inside, Apple Bloom’s hoofing earlier had made her marehood gape a little. 

When Sweetie felt her daughter begin her work she set to do her own. The singer slowly put more of the penis down her throat, suppressing her gag reflex as she swallowed the cock. After a bit, Sweetie Belle had taken her daughters stallionhood down to the hilt, her throat bulging slightly. Soon she began to bob her head up and down, making lewd slurping sounds along the way. Both mother and daughter worked at each other’s nethers, one eating out while the other deepthroated. 

The scene happening before the mothers and daughters was a mixture of taboo and arousal. Scootaloo looked to her daughter as Echo watched her friend and her mother continue to pleasure the other. The orange pegasus mare saw that her daughter’s acquired stallionhood was twitching, and dripping pre-cum onto the carpet. Scootaloo gulped as her mind wandered, imagining what it would be like to have daughter inside her, to have that long rod bottomed out in the place she birthed her from. The moaning from Pixel and Sweetie was not helping matters any, in the end she broke down. 

“L-Listen, Echo.” 

Echo glanced up at her mother. “Y-Yeah?” 

“Do you…Look, I’m going to leave this you. D-Do you want to…with me?” 

Echo averted her gaze for a moment, but looked back and nodded slowly. Scootaloo released a sigh. “Then…come over here then, we weren’t expecting more than three of us.” 

Scootaloo led Echo to the space at the foot of the bed. Echo watched as her mother lied down on her back, and spread her hind legs wide. Echo gulped, staring at her mother’s marehood, which was still leaking some of Sweetie Belle’s magical essence. Scootaloo took notice. 

“Sorry…you don’t mind sloppy seconds, do you?”  Scootaloo asked. 

Echo shook her head. “N-No that’s fine! I-I don’t mind!” 

“Cool…so, uh, I guess, whenever you’re ready, I am.”

Echo worked her way down leaning her top half forward until she rested against her mother’s chest, placing both hooves on either side of her head. The gray young mare carefully aimed her shaft at her mother’s awaiting pussy, pressing the flared tip against the entrance once she found it. 

Echo looked to her mother, she then nodded her okay. The young mare gently eased herself into her mother, it was easier than she thought. Scootaloo’s earlier orgasm and Sweetie’s magical coating had made it easy for Echo to slide her cock deep into her mother’s warm and moist sex. 

Scootaloo arched her back, feeling her hole stretch to accommodate her daughter’s length. For Echo it felt so good and oddly nostalgic, she knew why of course, but it was still an odd feeling. Thanks to her shared experience with her friends, Echo had a vague idea of what another mare’s pussy felt like inside, but that was through the use of magical tentacles, this was far better. Echo continued to slide in until she hit something inside. 

“Mom…is that…?” 

“Just push further Echo, it’s okay.” 

Echo slid out just a tad, giving her enough momentum to thrust her hips forward, hilting herself inside her mother and penetrating the entrance to her mother’s womb. The sudden penetration sent a jolt of electricity up her spine, making Scootaloo orgasm right then and there as she grunted and moaned in bliss. 

Echo bit her bottom lip as she felt her mother’s walls clench around her cock, trying to milk it of the cum it wanted so bad. But she held on, not wanting blow her load too early. When Scootaloo came down from her high, she panted and looked into her daughter’s eyes smiling. 

“Are you alright Mom?” Echo asked. 

“Oh yeah, really good! I thought your dad was the only one who could hit that deep and make me cum, guess you take after him in that department.”

Echo blushed at the weird complement. “Is it okay to start moving?”

“Definitely, just some advice, if I cum again, don’t stop rutting me.” 

Echo felt her cock engorge a bit inside her mother’s pussy. With that said, Echo drew back and began thrusting herself into Scootaloo’s pussy. Each thrust earned Echo a pleasure filled moan as she rocked her hips back and forth, continuously pounding away at her love tunnel with a grunt from her efforts. 

Meanwhile, Api and Apple Bloom were still in the same spot, watching as their friends were really going at it. Api fidgeted in where she sat, glancing back and forth at her mother and at the cock now standing erect between her legs. 

“Ma…”

“Yeah Api?” 

“You uh…you didn’t get taken care of, did ya?” Api asked. 

Apple Bloom blushed. “Well…Ah suppose Ah didn’t…” 

“Do ya…um…”

“Api,” Apple Bloom turned to her daughter and gave her a gentle comforting look, “we don’t have to do this if’n ya don’t wanna. Just tell me and we can wait outside ‘til everypony’s through and Sweetie can get rid of that thing.”

Api rubbed the back of her heard nervously. “Well…the thing is…Ah really do want to do…stuff, with ya. Ah just…Ah just don’t’ want ya think Ah’m gross or that Ah’ve always been waitin’ for this to happen…” 

Apple Bloom draped her foreleg around Api and brought the short mare into a half hug. “Api, Ah could never think that of ya like that. Ah love ya, yer my daughter, and that’ll never change ya hear?” 

Api smiled and nuzzled her mother’s neck. “Ah hear ya.” 

“Well then, if ya still want to, Ah do have a request.”

“Alright.”

“If it ain’t to gross for ya, Ah want ya to rut my plot hole.” 

Api’s eyes went wide. “Ya want me to stick my thing in there?!”

“Let’s just say yer Pa’s really good at givin’ it to me in meh cooter and all, and Ah love it, but sometimes Ah’d like a little somethin’ up the ‘backdoor’. So…do ya mind doin’ it there?” 

Api thought about it a moment and then answered. “Nope.”

Apple Bloom smiled, and felt some excitement build up inside her. The older mare separated herself from her daughter and put a little space between them. Apple Bloom lowered herself down enough to where she believed her daughter could mount her with ease. She flicked her tail up, revealing her moist marehood, and her puckered anus. Api swallowed hard as she moved closed to her mother’s hindquarters. She got into position, placing her forehooves on her mother’s flanks. Api brought the tip of her flared head to Apple Bloom’s entrance. 

“Ah just thought about somethin’, ain’t this goin’ to hurt ya if Ah go in dry like this?” Api asked concerned. 

Somehow or another, Sweetie Belle heard what Api said. She looked towards her friend, seeing her daughter about to enter her forbidden hole. Sweetie’s horn flashed for a brief moment, casting a spell. Api suddenly felt her whole length being coated in something runny and slick. She glanced over at Sweetie Belle, who gave her a wink as if saying “You’re welcome.”

“Ah think ya can do it now.”

Api braced herself as she pushed forward, putting a little more effort into penetrating this tight hole. After a couple of seconds, Api’s tip slipped inside her mother’s anus with a wet pop. Apple Bloom went stiff from feeling something enter her tail hole. Api gently pushed forward, the lube easing her further into her mother’s hot and tight sphincter. Apple Bloom’s mouth opened wider and wider as she gripped the carpet with her hooves, feeling Api’s large cock stretch her anal walls and dive deeper into her bowels. 

The brown and white young mare finally bottomed out, her hips meeting her mother’s muscly flanks. Apple Bloom panted, trying to keep herself relaxed as her anus steadily eased from a slight pain to mounting pleasure. Api began drawing back her length, making Apple Bloom feel a strange sense of vacancy within her, but soon Api slid back in. 

The young mare continued to work her mother’s anus, helping her become comfortable with taking the dick in and out. It felt so strange and hot at the same time, it felt like it went on inside, and yet it was so tight. Api felt that it was time to get serious and began drawing back until the tip was the only thing inside her. She then thrust her hips forward, slamming into her mother’s backdoor with enough force to rock Apple Bloom forward. 

The older mare let out a chocked gasp as her daughter continued to use long and hard thrusts into her anus. With each thrust she felt her marehood quiver from the indirect contact from the other side, her juices dripping onto the floor below her. 

The room was suddenly becoming filled with lustful moans of mother and daughter. The wet “shlick” of Echo pounding away at her mother’s pussy as Scootaloo cried out from having one orgasm after the other, the climaxes were only made better as he daughter fucked through each one, never letting up even once. 

Pixel was deeply inhaling her mother’s juices as the flowed out of her like a broken faucet, savoring her taste as she lapped at the labia and scraped at her inner walls. Sweetie Belle felt as if she was going to pass out from taking her daughter’s cock all the way down her throat, but it felt so good, and the taste was driving her wild that she didn’t want to stop, not until she tasted the seed that was waiting to be released. 

Api had abandoned the long hard thrusts, and just pistoned herself in and out of Apple Bloom’s ass, feeling her anus struggle to keep up with the serious pounding she was giving it. Apple Bloom’s eyes were practically rolling into the back of her head, her daughter was rutting her plot hole senseless, at this rate she had no doubt she wouldn’t be able to sit for a good while, but she didn’t care, this was what she wanted, to be rutted in her backdoor, to have been brought to orgasm and cum from having her ass fucked. The fact that she was at the mercy of her daughter somehow fueled her desire even more. 

It all melded together into one giant orgy, the sounds, the smells, and the sights, all of it coalescing and fogging their minds with lust and love all at once. 

Echo thrust at a rapid pace into her mother’s pussy until she couldn’t hold it any longer. The gray pegasus mare cried out as she blew her load right inside of her Scootaloo’s pussy, drenching it in thick, white cum. Scootaloo was pushed over the edge from feeling her womb and pussy being filled with hot cum, forcing her into another orgasm right then and there. Echo held onto her mother as she pumped her hips into her, continuing to cum. Scootaloo felt the deluge continue, her stomach growing from the sudden influx of cum. 

Api was now mercilessly pounding away at her mother’s ass with wanton abandon, rutting her as if she were some kind of breeding mare. At last it hit and Api hilted herself inside Apple Bloom’s plot hole, spurting one big wad after the other, filling her mother’s anal canal with her hot seed. Apple Bloom cried out in bliss as her orgasm came, her marehood gushing out onto the floor as some of her marecum ran down her inner thighs. She arched her back up, feeling the thick seed pour into her bowels in a never-ending stream. 

Sweetie Belle bobbed her head faster and faster as Pixel continued to eat out her pussy, Pixel parted from the wet slit and latched onto her mother’s swollen love button, sucking on it hard and nibbling on it with her teeth. That was enough to send Sweetie Belle over edge as her marehood splashed her feminine juices all over her daughter’s face. 

The young mare placed her mouth over the opening, greedily drinking down every spurt her mother released. Sweetie took Pixel’s dick to the hilt inside her mouth, allowing her daughter to release her pent up load right down her throat and into her stomach. Sweetie moaned loudly from feeling the thick cum fill her stomach, she withdrew some of the shaft until the tip remained in her mouth. The older mare sucked from it, drinking more of her daughter’s dick milk into her mouth as she swallowed it all. 

Mothers and daughters separated from their respective partners, all panting from exhaustion as they let their afterglows set in. Api rested on her Apple Bloom’s back, her cock slipping out and resting against her plot. Echo was lying on top of her Scootaloo’s chest as she held her close. And Pixel just lied there as her mother rested beside her on her back. Sweetie Belle looked to Pixel and smiled. 

“How was it Pixie?” 

“It was great Mom…! Really great!” 

Sweetie giggled. “Good, ‘cause I still want a creampie.” 

Pixel was about to ask what she was talking about, but her answer came when Sweetie Belle got back up and positioned her marehood right above Pixel’s cock. With her back turned to Pixel, the young mare watched as her erect dick slowly disappeared into her mother’s pussy, making Pixel grip the sheets hard as she felt the tight hole wrap around her stallionhood. 

Sweetie Belle lowered herself further, looking down as she watched her daughter’s penis slide into her before she bottomed out. The singer let out a satisfied moan at having her sex filled with a stallionhood. The experienced mare wasted no time, she gyrated her hips. Stirring her insides with Pixel’s cock and causing her daughter to squirm in sheer delight. 

Api and Echo looked up and watched as Mrs. Sweetie Belle began fucking herself with Pixel’s cock, humping at the erection with lustful moans. Api looked over to Echo, and she to her. Both young mares spared a glance at each other’s mothers, and soon they reached a nonverbal agreement. 

The two of them got off their mothers and walked towards the other. As they passed by, the pegasus and earth pony winked at each other as they headed towards the two older mares on the opposite sides. Apple Bloom suddenly felt a different presence behind her. She looked back and was surprised to see Echo mounting her now.

“Echo?” 

“Api and I figured we trade Moms…is that alright?” 

Apple Bloom looked down to Echo’s cock and smirked. “Ah don’t mind, so long as Api and yer Ma don’t.”

Api was already between Scootaloo’s legs, the older mare heard what Echo said and looked to the apple mare on top of her as she nodded. 

“It’s fine with Api and me, go ahead and fuck her brains out Echo!” 

“Api, show Echo’s Ma how an Apple bucks!”

“Yep!” Api replied.

“I will Mom,” said Echo. 

Sweetie rolled her eyes playfully. Good grief, even when it comes to having sex they make it a competition, using their own daughters to fuck the other vicariously…Hmm, that’s actually hot.

Api, seeing how Scootaloo’s marehood had Echo’s cum flowing from it, decided to aim lower. She placed her still slick dick against pegasus mare’s anus and pushed against it. 

“Whoa wait, Api I – HAAAAH!”

The young farm mare plunged her stallionhood deep into Scootaloo’s unsuspecting plot hole, causing the older mare to arch her back and cry out as her pussy erupted with another orgasm, some of her juices and Echo’s cum was spurted out of her convulsing pussy. Api had to admit, Mrs. Scootaloo was a lot tighter than her mother was, and hotter too. But it only made it that much better, soon Api was slamming away at Mrs. Scootaloo’s ass, making the older pegasus mare gasp and moan from each hilting. 

Echo aimed her cock at Mrs. Apple Bloom’s pussy, the combined slickness of both made it easy for her to slide deep into the farm mare’s depths and hilt right away. It felt warm inside her, very much different from when she was inside her mother. Much like Api, Echo didn’t waste time going slow, she wanted to fuck Mrs. Apple Bloom hard and fast. Echo began using short, powerful thrusts on the older mare’s love tunnel. Apple Bloom was treated to a different style, Echo was fast and precise, hitting all the right spots inside her, making her head spin with euphoria as she allowed the young pegasus mare to fuck her. 

Pixel felt like she was in a dream, a wet dream. Watching her mother’s flanks go up and down on her on her shaft, feeling it enter and exit her warm folds and bring her ever closer to orgasm. She wanted to cum, she wanted to fill her mother’s womb with her thick cum, but Pixel needed to hold out, she wanted to cum with her mother at the same time, to make it that much more enjoyable.

Sweetie Belle, feeling her orgasm near, slammed her hips right on Pixel’s stallionhood, stirring her pussy with the cock until Pixel reached her limit. The young unicorn mare’s penis poured her cum right inside her mother’s womb, filling it to the brim and then some as her belly distended even more than before from the growing amount of cum pumped into her. Sweetie Belle threw her head back cried out blissfully as she came, her inner walls squeezing down on her daugther’s rod

Api hilted inside of Scootaloo’s ass, after giving it three hard thrusts and cummed directly inside her anus. The orange pegasus mare writhed in euphoric bliss as the new sensation of having her plot filled with cum overwhelmed her. The short mare was almost in pain from how tightly Scootaloo’s ass was clenching around her dick, like a vice grip, but it was not at all unwelcomed. 

Echo had reached her climax as well as Apple Bloom. Both mare’s cumming at the same time, but Echo continued to thrust into Apple Bloom, despite her orgasm she still fucked the older mare below her. Apple Bloom was about to pass out from this, Echo and her were cumming, and yet the young mare behind her was still going at it, pumping her full of cum and fucking her pussy with just as much speed and force as she started with. Apple Bloom continued to let Echo rut her pussy until neither one of them could take it anymore. 

At the end, Sweetie Belle eased herself back after it was over, allowing herself to slip off her daughter’s dick and lay next to her. Pixel nuzzled up against her mother, putting her head against her chest as she listened to her lowering heartbeat. Echo and Api extracted themselves from their mares and on shaky legs made their way back to their mothers. Echo collapsed on Scootaloo, but the older mare was ready and caught her, hugging her daughter close. Api plopped herself on her mother’s back, nuzzling into the crook of her neck. Apple Bloom nuzzled the top her daughter’s head, smiling contently. 






(Two Days Later…)


In the two days that the stallions were away, the former Cutie Mark Crusaders and the former-former Cutie Mark Crusaders, had practically done everything in the book that Sweetie Belle had bought. Despite the raunchiness of it all, it was actually a very fun weekend. They all definitely felt closer than ever before, and while they did just commit acts of incest and other questionable things, not one of them regretted it. They still loved each other, they still loved their husbands and fathers, and nothing would change that. 

They promised each other that this was the only time they’d get together and rut as mothers and daughters. And if they wanted more they’d just have to ask their friends for assistance, and the use of a polymorphic spell or two. The six mares awaited the return of the stallions at the train station, each one eager to greet them and bring their families back to a whole once again. 

The Friendship Express whistled loudly as it slowed to a halt and bellowed out its steam with a hiss. The passengers disembarked and the first to leave where Rumble, Pip, and Button. 

Sweetie and Pixel rushed to Button and hugged him tight. Api practically jumped onto Pip’s back, while Apple Bloom gave him a kiss. Scootaloo nuzzled her husband, while Rumble ruffled Echo’s mane playfully. 

“So, how was your weekend?” Scootaloo asked. 

The three stallion’s glanced between each other smugly. “We’d tell ya, but you know what they say?” Button asked. 

“What happens in Las Pegasus,” said Pip.

“Stays in Las Pegasus,” finished Rumble. 

All six mares rolled their eyes playfully. 

“So, you guys do anything fun while we were away?” Pip asked.

The mothers and daughters each exchanged knowing glances before giggling. “Ya might say that Pip.” Apple Bloom answered. 

“Well, what?” Rumble asked. 

“Uh-uh, you know what they say Dad,” said Echo. 

“What happens in Ponyville,” said Api. 

“Stays in Ponyville,” they all finished together. 

Button, Pip, and Rumble looked to each in confusion. 

“I don’t get it,” said Button. 
> Valiant Heart x Starburst
> --------------------------------------------------------------------------

There was a light thudding sound in the air, a kind of clunk and thunk sound that resembled wood striking wood. Down in Canterlot Castle, towards the Royal Guard training grounds, two ponies stood at the ready. One was an alicorn stallion, opt-white in color and feathers of white and blue, with a mane of blue with yellow striping. He wore all leather armor, bracers, greaves, and helmet. This was the captain of the Royal Guard, Valiant Heart. 

Across from him, dual wielding a couple of short wooden swords, was his cousin, Starburst. Her gaze was intense as she stared at her cousin, clad in the same leather armor. Today was a private training day for the two of them, and Starburst was determined to show her cousin what she had. Her chest heaved as sweat glistened off their coats, giving them a sheen in the light of the sun. 

Starburst flared her large wings and took off with a powerful “WHOOSH” sound. Valiant Heart entered a defensive stance and prepared himself for Star’s assault. Starburst spun in the air and turned into a literal buzz saw as she struck with the dual weapons. Valiant Heart held fast, feeling the dull, yet powerful, thud of each strike against his wooden sword. 

Valiant Heart spread his wings and used them to propel himself backwards, putting some distance between them. Starburst landed on the ground and ran for him. Valiant went on the offensive and charged for Star. The alicorn stallion brought his sword down in an overhead strike. Starburst used both swords to block the attack, forming an X shape and catching the attack in the gap. 

Starburst could feel the imposing strength of her cousin, but she wasn’t one to give up easily. The petite mare used Valiant’s momentum and allowed the attack to slide off her wooden blades and make him fall forward. Star took advantage of the loss of balance and swung with her right sword. Valiant folded his wings and reached back with the broad sword, blocking the attack. 

The alicorn stallion smirked as he glanced over his shoulder. He then pushed back the blade and brought it at an angled slash. Starburst flipped the left sword around and held in a reverse-grip. She parried the attack easily enough, but Valiant recovered for a second swing, upon which Star blocked with right sword. Back and forth the two cousin clashed, neither one willing to give the other even a moment to take the lead in the fight. 

Starburst knew Valiant Heart was skilled in swords, but her short size gave her the advantage in speed, and made her a smaller target for his weapon to hit. Star spread her wings yet again and went into the air, with Valiant Heart right on her tail. 

Their battle continued in the air, both of them clashing for a moment before breaking away to swing around for another strike. Starburst and Valiant continued their aerial battle as they slashed, parried, and even threw in a kick or two. Star thrust with her left blade, but Valiant caught the short sword and forced it out of her hand, making the wooden weapon fell down straight to the arena below. 

Star flipped the right sword into a reverse-grip stance, and readied herself for another round. Valiant swung his sword for a horizontal slash, but Star tucked up and landed on the wooden blade with her hooves, she then kicked off and got behind him and was about to deliver the point winning hit. But Valiant folded his wings and dove straight down, just in time to miss Starburst’s blade. 

The wind whistled as the two winged ponies dived back down to the arena. The ground got closer and closer, turning this chase into a game of chicken. Valiant pulled out at the last second, spinning around, and skidding to a halt on the ground. Starburst released her wings, the sudden catching of air stopped her descent, allowing her to drop down the rest of the distance safely. 

Valiant and Star charged for each other one last time. Swinging their swords with all they had as they released their battle cries. When the wooden blades struck, cracks formed. The cracks spider webbed until the wood splintered apart and shattered at the middle. The sudden breakage of the weapons caused them both to fall forward, a little past each other. 

But their keen battle instincts were able to catch sight of the others broken blade tip. Starburst released the hilt of the sword and caught the other half, at the same time, Valiant released his broken hilt and caught the wooden sword tip. Both spun on their heels, and with a giant whoosh of air, both stopped. 

The mare and stallion cousins panted as they caught their breath. Valiant’s broken blade was resting just a hair’s breath away from Star’s carotid artery, at the same time, Star’s broken blade rested just a few inches from Valiant’s stomach. The petite mare sighed in defeat. Star knew the wound from her attack wouldn’t be deep enough to fell him, but Valiant’s blade to her neck would instantly kill her, if this were an actual real life battle that is. 

“You win Lance,” said Starburst. 

“Naturally,” Valiant retracted the broken blade and tossed it over his shoulder, “but you’re really getting better at this, Star. I mean, did you see the way the swords broke apart like that?!”

“I know, I almost freaked when that happened, but that idea of the both of us using the broken parts as weapons! That was so cool!” Starburst gushed. She realized how she sounded like a schoolfilly when she said that and immediately regained her composure. “Sorry…I ruined the moment.”

“No way, you’re cuter when you smile and act all excited.” Star blushed at that. “Plus, I did too. Can’t belief we were in sync like that.” 

Valiant used his magic to pick up the broken pieces of sword and levitate them to a trash area. Starburst walked over to the bench where a canteen of water was resting. She removed her helmet and untied the ribbon, letting her hair swish back forth as droplets of sweat cascaded everywhere. She then removed the heavy leather armor, and placed it against the bench. 

The alicorn stallion looked towards Starburst as he cleaned up the arena and blushed a little. She wore a black sports bra, and matching black spandex shorts, giving a very detailed outline of her rear. Her wings gave a few flaps as Star stretched her arms up, allowing her modest B-cups to protrude out just a tad when she twisted to the right. Valiant shook his head. Dammit Val, don’t look at Star like that! Although…she’s growing up nicely…Valiant Heart smacked his forehead. Okay, now let’s not sound like perv!

“Hey Lance, you need any help?” Star asked.

The alicorn stallion snapped himself out of his little inner dialogue and turned to face his cousin. “Oh no, I’m good. I’ve already got the pieces swept to the side.” 

Valiant Heart removed his leather armor as well, revealing his broad chest and white shorts. The two of them started walking towards the castle. Starburst walked alongside him, keeping her arms folded behind her head as she continued to wear the same grin she had earlier.

“Still can’t believe we broke these things. They’re made pretty sturdy y’know,” said Valliant. 

“Just makes it even cooler that we did.” Star sighed. “Can you imagine if the two us were a team? The Royal Cousins, an unmatched duo on the battlefield; has a nice ring to it, don’t you think?” 

Valiant chuckled. “I guess it does, but you’re still too young to sign up. I may be the captain, but even I can’t rewrite the rules to allow you to join early.”

“And I don’t want you to!” Starburst said quickly. “I don’t want you to do me any special favors or make any kind of special exceptions! When I get in, I want to show that I did so because of my skill and determination! Not my royal status!” 

The alicorn stallion smiled and ruffled the young mare’s mane. Star grumbled a little from the action, but she was still smiling, if there was anypony she didn’t mind ruffling her mane in this childish fashion, it was her father, and Valiant. Secretly she liked the contact and it made her heart beat little faster, but she wasn’t about to let him know that. 

“Alright, what do ya say we shower off and head out? I’ll treat us to a little something in honor of this little epic event.” 

“Seriously?!” Star asked. 

“Seriously.” Valiant confirmed.

Starburst did a little fist pump of victory. The young mare would act serious and mature whenever she was around her friends or somepony else, but, Valiant noticed, she only let herself be more energetic and, quite frankly, a little more like her old self from when she was a little filly when around him. 

When the two reached the barracks showers they paused. The mare’s side had a “Closed for repairs” sign hanging on the door, making Starburst groan in annoyance. “Great, now I’m going to have to walk all the way back to my wing of the castle to shower, in my sports bra.” 

“You don’t seem to mind that I’m seeing you in a sports bra.” Valiant commented. 

Star blushed again. “W-W-Well it’s different with you! You’re my cousin, so it’s not like I have to be embarrassed about it! I mean…and besides, I don’t want to go walking around smelling of sweat and getting my clothes dirtied up. The last time I did that Mrs. Rarity had a fit.” 

“Ouch.” Valiant knew well the tales of the Element of Generosity, and honorary Aunt by marriage to their Uncle Spike, about how the fashionista would either faint or go on a tirade about her ruined clothes. “Well…I guess, why don’t you shower in the stallion’s side?” 

“Not that I don’t mind…but, you need to wash up too,” said Star. 

“It’s fine, I’m a stallion and Royal Guard. We’re supposed to be mucky, sweaty, and smelly.” Valiant joked.  

Starburst rolled her eyes. “Ha, ha, yeah, not happening. I’ll take one, and then you can next. Oh wait…I’m not really supposed to be in the stallion’s barracks…if they see me waiting out here…”

Valiant shuttered. “Yeah, rumors might get spread or something that you’re going out with one of the Guards, or did something with one.” 

“Then I guess…we’ll take a shower at the same time…together.” 

“Right we’ll take a shower together and – wait what?!” 

Starburst crossed her arms in front of her chest and tried to look as dead serious as she could without being embarrassed. It didn’t help that her face was red. “L-Look, it’s faster, and even if somepony sees us they won’t think of it as anything. We’re family, they wouldn’t suspect us doing…stuff.”

Valiant looked towards the shower door and back down to Starburst, rubbing the back of his head in uncertainty. “I…I don’t know Star…I mean, you remember those rumors they used to spread way, way back about Aunty Celestia and Luna being together.”

“T-They were just rumors, nopony actually believes that they were ever lovers. I know they’re both immortal, but that doesn’t mean they suddenly got bored one millennia and decided ‘Alright, I’m bored, let’s fuck!’” 

Valiant nodded his head. “True…but uh, you do remember what other ponies have said about Aunt Twilight and my Dad?”

Starburst raised an eyebrow. “No…what exactly have ponies said?” 

“It stemmed from when the Changeling Invasion happened, when Queen Chrysalis impersonated my Mom. Aunt Twilight was really, really, really against them marrying, and practically said so in front of her friends and Aunty Celestia during the wedding rehearsals.” 

Star tilted her head curiously. “But she was right, Uncle Shining was brainwashed.” 

“Yeah…but she didn’t know that, and everypony else believed she was just jealous and possessive. Anyway, long story short, after that some rumors spread that Aunt Twilight and my Dad were closer than normal siblings should be…”

Star’s eyes widen was the realization hit her. “You mean…my Mom and your Dad…that’s not true, right?!” 

“Of course not, but you can see how ponies can make insinuations, even more so with royalty.”

Star’s wings fidgeted a bit as she thought this over. “Look, the faster we get in there and get out, the less likely we are to run into a somepony. The Guards are all out patrolling and at their stations anyway.”

“Yeah but are you, um, comfortable with me…and you…in the showers?” 

“Just…Just keep your back to me and I’ll do the same, eliminates all awkwardness…mostly,” said Starburst. 

Valiant still wasn’t sure about this, but the longer they debated this the higher the chance that they may be found out. With a defeated sigh Valiant opened the door and let Star inside first. He looked down each end of the hall, making sure that nopony was around before he closed the door. Once the door was shut Valiant locked it and used his magic to place a sealing ward over it. 

There, even if somepony unlocks it, it won’t open until I release the seal. 

Now the only problem he still had was controlling himself around Starburst. Valiant didn’t want to admit it, and he was happy with taking this secret to his grave, but he had developed a crush on his cousin. He’d seen her grow from a scared little filly, and become this badass, doesn’t take crap from no pony, graceful, and beautiful young mare. 

Not only that but she was, quite frankly, the only pony who was near his equal in swordplay and combat skills; it sometimes hard to see her as a young mare and not the mature mare standing across from him with her intense glare. But Valiant knew better, he couldn’t tell her, not with how much she looked up to him. If…If she did like him that way, he didn’t want it to be because he manipulated her into only seeing him. 

“Lance, hello?!” 

“Y-Yeah?” 

“Is there something wrong with the door?” 

“No, just locking it and putting a ward up to keep other ponies…out…”

Valiant turned around and his eyes went wide. Starburst was standing near the entrance to the showers, her short tail covered her rear, and her large wings ensured that he wouldn’t accidentally see some of her breasts from the side. Still, that didn’t stop her from covering her chest with her arms. 

Valiant Heart gulped, he had never taken the time to notice Star’s figure before, but it was nice to say the least. A svelte frame, with just enough muscle definition, but not so much as to appear bulky or to weigh her down when she flew; Valiant had to concentrate to keep his wings from doing anything. 

“A-Are you coming or what?!” Star asked. 

Valiant shook his head. “Oh, uh, right!” 

Star turned her head away. Valiant took this time to remove his shorts and place them on the stand. He levitated his personal bar of soap from his locker, at the same time he took out another one still in its box. The box hovered over to Starburst until it appeared in front of her. She held out her hand and took hold of it. Star glanced over her shoulder to Valiant. 

“Better to use your own, but since you don’t have one, I’ll lend you mine. Hope you don’t mind smelling like me for a little bit,” said Valiant as he chuckled. 

Starburst opened the box and took hold of the bar of soap inside. “It’s fine, you smell nice anyway.” Star’s face was colored red when she realized how that sounded. “Not that I’ve been smelling you or anything! It’s just…you generally smell nice and…and…let’s just shower already!”

Valiant Heart blinked. “Uh…yeah, sure.” 

Starburst entered the showers first, noticing that, despite being the stallion’s locker room, the showers were very clean. She attributed this to the high standards of the Royal Guards. Star stood underneath one of the showerheads and extended her right wing, using it as a cape to cover the exposed side of herself that faced the entrance, and to act as a blindfold. 

“O-Okay, you can come in now,” said Star. 

Valiant calmly entered the showers, his hooves clopping against the tiled floor. He briefly glanced towards Starburst and blushed yet again when his eyes fell on her flank and cutie mark. He quickly did an about face and stood under the showerhead directly across from Star. 

Now in position, the two cousins turned the valves and allowed the warm water to flow. Both released sighs of content as they allowed the soothing warmth to seep into their tired muscles, relaxing them and nearly putting them both to sleep. After soaking for a bit, they started to lather themselves up. Valiant used his magic to spread the suds carefully over his outstretched wings, and over his tail and mane. 

After a couple of minutes he decided to break the silence. “You doing okay back there, Star?” 

“I…kinda.” 

Valiant cocked an eyebrow. “What do you mean ‘kinda’? Something up?” 

“It’s just…I can’t really wash my wings properly…and I don’t want them smelly when I unfurl them. Could…oh forget it.”

“Hey, you can ask for help, it’s not like I think less of you for doing so,” said Valiant. “Do you want me to wash your wings?” 

Starburst sighed heavily. “You know I don’t allow many ponies to help with my wings…but if it’s you then it’s bearable.” 

“You do know that will require me to turn around, right?” 

“I know, just try not to look too long if you can help it.” 

It wasn’t that he didn’t want to help her, it more like he didn’t trust himself not to stare if he saw something. Steeling himself, Valiant turned around and walked towards Star. He stopped just a foot away from her, making sure she knew he was there before getting any closer. 

With a shaky breath, Starburst unfurled her large wings. No matter how many times he saw them, they always impressed Valiant; they were magnificent, beautiful even. “Alright, I’m going to start with the left wing, just tell me if I’m doing something wrong.” 

She nodded. 

Valiant levitated the soap into his hands and rubbed it within his palms. Once he was sure he had enough suds covering it, he gently placed his palms against the back of her left wing. Star visibly stiffened up at the touch, his hands were just big enough and wide enough to cover a good portion of the surface area. Starburst began to relax as Valiant’s fingers ran through her feathers, getting the soap in the harder to reach places. She couldn’t believe how gentle he was with her wings, it actually made her chuckle. 

“What’s so funny?” Valiant asked. 

“I remembered when you got those wings, you were so awkward back then,” said Starburst. 

“Heh, oh yeah, I remember.” Valiant flapped said wings for emphasis. “I had no idea how to get them to do what I wanted, and most of the time they would just pop up at random moments.”

Starburst snorted as she laughed. “I remember that! Everypony thought you were having wing boners!”

“Ugh, don’t remind me. Do you have any idea how awkward it was having that happen when I was just talking to somepony?! They did that when I was talking to my Mom! My! MOM! I kept getting weird looks around the palace for weeks before somepony was able to explain what was happening to me.” 

“If I recall, I think you popped one when you were with me once.” 

Valiant stifled a gasp. “D-Did I?!”

“Yep, of course you didn’t know what it meant back then so I forgave you.” 

The alicorn stallion took a moment to process that. “So wait, you knew what a wing boner was back then?! You were like…what…ten?” 

“And your point is? I’m a pegasus with overly large wings, I had to learn a lot about the mechanics of wings, and that included learning what happens when a pegasus becomes aroused and their wings flare out and become erect.” 

Valiant opened his mouth to rebut that statement, but the more he thought about it, she was right, so he let it go. “I also remember you helping me with my first preening.” 

Starburst blushed. “Oh…well it was our Moms’ idea. They thought it would help if I helped you since I was taught how to already. My wings were big and yours were too since you were bigger than me back then.” 

“What do you mean ‘back then’? I’m still bigger than you.”

Starburst growled. “Hey don’t start that – aaaaaaah~”

Valiant employed his secret weapon, scratching Starburst behind her ear. The young mare relaxed considerably when he did that, and any little argument she was about to start died off right then and there. 

“Oh…no fair Lance! You know I like that~”

The alicorn stallion wasn’t prepared for how…sexy her voice sounded when he did that. Valiant knew that a scratch behind the ears always calmed Star down and made her practically putty in somepony’s hands, but he didn’t expect her to sound so sensual. Or maybe she always did and he subconsciously blocked it out?

Whatever the case maybe he continued scratching that spot while he worked on her muscles and back. He ran his right hand up the length of the wing and back down, lathering up the edge and following it all the way back to her wing joint. Valiant, without knowing, rubbed over the small of her back, right where the cluster of nerves that controlled her large wings were huddled together. 

“AAAAAAAH~” 

The combined ear scratch, warm water, and gentle caresses of Valiant Heart had unknowingly pushed Starburst over the edge and made her release a cry of ecstasy. Her back arched as she threw her arms out and against the wall in front of her. Her tail swished up as she pushed up with her hooves. What Valiant couldn’t tell, was that Starburst had cummed. The water had kept her marely fluids from being seen, but that still didn’t make the fact that Starburst could feel them coming out. 

Starburst finally came down from her climax and slumped against the shower wall, panting as her wings stayed flared. Valiant stepped away as he watched the spectacle, the horrifying realization that he had just made Starburst have an orgasm fell on his mind like a ton of bricks.

“Oh Celestia…Star…I-I-I’m sorry! I didn’t mean to do that! I swear I didn’t know that I was…! Why didn’t you say anything?!” 

Star regained her senses and calmed her breathing down a bit, but still kept her back to Valiant Heart. “I started feeling it when you were washing my wings. I ignored it but it was still happening, but when you started scratching me behind my ear and pressed against my nerves…I lost it.” 

Valiant ran a hand through his wet hair. “Ugh, I’m an idiot! I should’ve known cleaning your wings would make you feel aroused! Oh my gosh, I’m really sorry Star! I would’ve stopped if you said something, you didn’t have to feel embarrassed about telling me that that was happening!”

“Lance… I…I liked it. It felt good and I liked that it was you who made me feel like that…” Star confessed. 

Valiant’s eyes went wide when he heard that. Starburst turned around making the older stallion shut his eyes and cover them with one hand. 

“Please look at me, Lance.” 

“Star I can’t – I shouldn’t!” 

“Please…”

Valiant Heart gulped and removed his hand, opening his eyes slowly as he took in the sight before him. Starburst’s body was on full display, her perky b-cup breasts, her strong, yet slender legs, and the developing six-pack on her stomach. She crossed her arms, keeping them below her bust as she looked at Valiant with a red face and shame filled eyes. 

“Lance the timing of this really, really sucks…But, I like you. I like you more than a cousin should like another cousin! Dammit…what I mean is…I-I love you. I guess…in love or crushing on you would be better, but that’s the truth.” 

Valiant stared at Starburst dumbfounded. “Star…when…?” 

“For a while now…” Starburst hugged herself. “It started when I was a filly, but I didn’t make a big deal of it. I thought it would just go away with some time but it didn’t, and it only became more than a crush when we started training. Suddenly I couldn’t get you out of my head. Sometimes I’d just watch you train with the other Guards and…”

Valiant knew he probably didn’t want to hear the answer to that “and”, but morbid curiosity can be a bitch sometimes. “And…?”

“And at night…I’d…clop to you…” 

Valiant face palmed himself, he knew it, he saw that coming somehow. “So was taking a shower with me some kind of plan to see me naked or seduce me?” 

Starburst stared at him with wide eyes, shaking her head vehemently. “No, no, that’s not what I wanted to do at all! I didn’t plan this! It just happened…and…” Star’s wings relaxed and began to drape over her like a cloak to hide behind. “I’ll understand if you never want to train me or see me again…I wouldn’t blame you, why would you want to be around a sick mare like me?”

Well, now Valiant Heart was at a crossroads. Starburst just confessed her forbidden love for him, and now, he had a choice to make. Reveal his own secret feelings for his cousin or continue on pretending he didn’t and find a way to console Starburst and salvage their relationship? Both choices had bittersweet outcomes. Either he’d hurt her and reject her. On the flipside, he accepts her feelings, reveals his own, and the two of them go on to pursue an incestuous love life, secret from their friends and family until the day it comes to light. 

Star stayed behind her wings, feeling ashamed at confessing her forbidden feelings for Valiant Heart. I’m such an idiot! What was I thinking?! Of course he’s not going to accept my feelings! He’d be crazy too! He’s the Captain of the Royal Guard, and an alicorn Prince! He’d be risking his career and his name! Not to mention I’d drag our family’s name through the mud and be the subject of ridicule all across Equestria! I wish I never said anything! I –!

Star heard the clopping of hooves on tile. With each step she knew Valiant Heart was getting closer. She figured he was probably going discipline her like one would a Royal Guard. Starburst decided she wasn’t going to act like a scared filly. If that’s what was coming then she’d face it like a Royal Guard would, with her head held high and at attention; Star folded her wings and did just that. She closed her eyes and awaited the slap and / or punch to the face. 

But instead of either, she felt wet, soft lips press against hers. Starburst quickly opened her eyes and saw Valiant Heart kissing her. He drew back and looked upon the shocked expression on the young mare’s face. “Surprised?” 

“I…What…?” 

“Since we’re confessing in here, it’s my turn. Star…I’ve had a crush on you too.” 

Starburst shook her head. “No…you’re just saying that, right? Trying to spare my feelings or something?”

“I’m not. I do like you Star, really I love you. I was just ashamed of how I felt. You looked up to me, depended on me, confided in me. I didn’t want to abuse that by saying I cared about you as more than a cousin, I didn’t want to abuse that trust!” Valiant clinched his fist. “I wanted to be there by your side, to help you through to become a Royal Guard, your dream. And I knew I couldn’t do that if I was in love with you. So I buried the feelings and just tried to look elsewhere. I’m sorry I never said anything but…if you really feel that way then – WAH!” 

Suddenly Valiant Heart found himself the victim of a tackle hug as Starburst lunged forward and wrapped her arms around his neck. The sudden shift in weight caused the alicorn stallion to fall on his rear. He made a pained groan, but stopped when he noticed Starburst still hugging him, apparently she jumped up high enough to reach his chest and neck. 

Her face pressed against his broad chest as she looked up and smiled at him with joyful, violet eyes. “I do Lance, I love you! But if we do this…if our parents find out…”

“Hey, one thing at a time.” Valiant placed a hand on her head. “We’ll see how this goes, and we’ll be careful. And…maybe one day, we’ll tell them, but maybe after you make the Guard and are so high up in rank that nothing can bother you or me.” 

“That won’t be a problem, with you as my trainer I’ll be your second-in-command in no time.” 

Starburst hugged him tighter, earning a smile from her cousin. But after a bit he started to notice the precarious situation they were in. Valiant could feel Star’s breasts pressed against his bare chest, and at the same time he felt her marehood on his stomach. Even though mentally he had just realized this, his body on the other hand had long since recognized these sensations. Starburst’s head popped up when she felt something bump against her rear. 

The orange mare turned her head around and gawked at the erect penis now resting against her rear. She looked down to Valiant who had an embarrassed look on his face. “Sorry…”

“Don’t be, actually, it’s flattering.” 

“You can’t be serious?” Valiant asked. 

“Hey, I’m a short mare with big wings, and a small bust size. Compared to Annie, Candy, June, and Nidra, I don’t exactly have much sex appeal. And honestly, since it’s you, it makes it all the better,” said Star. 

Valiant shrugged. “Well, glad I could make you feel sexy, I guess.” 

“But you can’t go out with this. And I doubt you could calm it down in time.” 

Valiant’s heart started race, he wasn’t liking where this was going, but then again maybe he was. Starburst rose up until she was sitting above Valiant’s stomach. She then spun around and faced the large cock, her rear now facing Valiant’s face. She stared at the intimidating appendage, only ever imagining what it looked like or seeing one from one of Annie’s dirty magazines. How that mare even got anything out of those when she was blind confounded her. 

She placed her right hand on the erect member, feeling it pulse and radiate warmth from it. The tip was flared and leaking a bit of pre-cum. Starburst had long fantasized what she would do with Valiant Heart, how she would pleasure him, and how he would take her. The forbidden was happening right now, and she knew that doing this would mark the point of no return. She glanced over her shoulder back to Valiant, making sure he wasn’t secretly hoping she would stop. 

When she saw that he didn’t give any verbal or nonverbal indication for her to stop, Starburst began. She opened her mouth and licked up the penis’ length, flicking her tongue against the tip. Valiant shuddered with an intense feeling of delight, possibly stemming from the fact that he was about to receive a blowjob from his cousin, a forbidden act that somehow enhanced the experience. 

Starburst began licking the tip, lapping at the pre-cum that would seep out of the entrance. It wasn’t overbearing, a bit salty, but nothing she found abhorrent. Thanks to the water from the showers, Valiant’s cock was already well lubed. Star opened her mouth and took in the tip, savoring the taste and moaning seductively. She surprised herself at how much this was turning her on, and how sexy she sounded.

Valiant noticed too, and he liked it. He could feel Star’s tongue lick around the tip like a Popsicle. She then leaned forward, allowing her to bring the cock deeper into her mouth. Slowly Valiant felt more and more of his dick enter her mouth, moaning at the pleasant feeling of her mouth around his stallionhood. Star stopped when she felt the tip hit the back of her throat, but noticed that she didn’t get much in, mostly a third of it was in her mouth. She knew her small size would make it hard for her to take his length all the wy in her mouth, and knew that this wouldn’t completely satisfy him. 

But Starburst wasn’t one to give up. She breathed steadily through her nose and pushed more of the stallionhood into her mouth. Star gagged a little when she felt the tip slip into her throat. The petite mare took a moment to get her bearings and then pressed on. Her throat bulged from taking in more of Valiant’s shaft, and Star could feel her own throat stretch in order to accommodate it, wondering if he would bottom out in her stomach before she reached the base. 

Star stopped when she reached a little past the halfway mark. There was still some more left, but as full as her throat felt, any more and she’d literally be fucking her stomach and throat at the same time. Valiant hadn’t ever had a blowjob, but this felt incredible. He could actually feel how deep inside of Star’s throat he was. It was warm and moist, and the contracting of her throat only made him more aroused. 

Star pushed up onto her hooves, adopting a crouching position. She then gripped his stallionhood with both hands, allowing her to keep it straight and to stabilize herself. Valiant was able to get a good look at her pussy. Her pink outer lips and her puckered anus exposed before him, and her tail raised high and out of the way, practically presenting herself to him. He wanted to return the favor, but unfortunately her size made it hard to do that. She was too far away for his mouth, but then again, there were other ways.

Starburst began withdrawing the cock, slowly and steadily more and more of his member left her throat and mouth with a slurping sound. She kept going until only the tip remained in her mouth. Star took this time to get some air before plunging back down. The second time was a little easier, and the wetness of her saliva and the water helped to ease the transition down. Star started to build up a rhythm, bobbing her head slowly up and down the shaft and licking around it the best she could. 

Star suddenly released a sharp moan, eyes widening at what she felt. Valiant Heart had grabbed her flanks, kneading the toned rear gently and spreading her wide. The alicorn stallion brought his right hand closer to her marehood, using his index and ring finger, Valiant traced along her vulva. Starburst shuddered and moaned around his cock, making Valiant shiver in bliss. 

He played with her clit, pressing on it a little and earning him a sharp moan and small squirt of marecum for his action. Valiant placed his two fingers at her entrance and slowly pushed them in. Star’s eyes bulged when she felt his large fingers enter her small entrance, they wiggled inside her, spreading her inner walls as they moved in deeper and deeper. 

Valiant stopped when his knuckles were touching her pussy. He drew back and thrust those fingers back into her tight hole, enjoying the sticky and warm love tunnel as it contracted around his fingers in a vain attempt of keeping him there. Star’s legs shook, the pleasure radiating from her pussy was beyond what she felt when she fingered herself, she was almost afraid she’d collapse right then and there. But she had to hold on, she had to return the pleasure she was being given. 

Star doubled her efforts, bobbing her head up and down the stallionhood at a vigorous pace, practically throat fucking herself. Valiant felt a tightening in his balls, knowing that his orgasm was close. He pistoned his fingers inside Starburst faster and faster, the love juices she secreted flowed out more and more with each thrust. Valiant Heart decided to be a little naughty. 

The alicorn stallion brought his left hand closer to her anus. He rubbed the rear entrance with his thumb, making Star stiffen at the new sensation. Without warning, Valiant pressed his thumb against her forbidden place. There was a bit of resistance, but Valiant kept on pushing. Star felt a surge of pleasure surging up her spine the more he tried to enter her anus. And then it gave, Valiant’s thumb slipped right into her anus, making Starburst moan louder. 

Valiant worked his thumb and fingers in tandem, pumping in and out of her ass and pussy at the same time. Starburst had to concentrate on her work, otherwise she was all too willing to just let Valiant play with her nethers and allow him to give her more pleasure. The two cousins worked vigorously at the other’s genitals, both nearing their climaxes with each passing second. 

“Star…I’m going to cum! Get off while you can…!” 

Starburst heard him, but didn’t care. She wanted him to cum inside her mouth, she wanted to know what Valiant’s spunk tasted like, and she wanted to feel it as it poured down her throat. Valiant was sure she heard him, but she didn’t stop. He couldn’t hold it in anymore and decided to help Starburst finish with him. Valiant curled his fingers downward, finding the bump inside her and pressing against her g-spot. 

Starburst’s eyes nearly bulged out of her skull as she thrust the rest of Valiant’s cock inside her throat. Her marehood released a large splash of her marecum all over Valiant’s chest, a second squirt got closer to his mouth as he opened it to catch some of her fluids. Valiant cummed hard into Star’s throat at the same time, pouring his warm splooge deep into her gullet; it filled quickly as it backed up and flowed up her throat and out the corners of her mouth. 

Star drew back until the tip was still inside and sucked down as much as she was able. When she couldn’t take anymore, Star released the tip, allowing it spurt the rest on her bare breasts and stomach. Some of Valiant’s cum leaked out of her open mouth as Star coughed a bit. She tried to swallow it all, but her stomach was so full. Her own orgasm had ended, and Star allowed her rear to fall back onto Valiant’s stomach. She placed her left hand on her stomach feeling the slight bulge. Star could feel the thick seed sloshing in her stomach filling her with a pleasant warmth. 

Star wiped the cum from her mouth and turned around to look at her cousin, who was currently enjoying the afterglow. “Did you like it? That was my first blowjob so…”

Valiant smiled at her. “You did great, and honestly that was my first too. So I wouldn’t know if you did it wrong or not.”

“Really? But you went on dates with a lot of mares, you mean none of them ever…did that much with you?” Star asked with trepidation. 

“No way, the last thing I needed was for ponies to think I only dated some of those mares for their bodies or because I wanted them to have sex with me. Some ponies already think I’m a player.” 

Starburst chuckled at that. “Well we’ve done this much, wanna keep going?” 

Valiant looked a little reluctant. “Star…a blowjob and a little fingering is one thing. But actual sex…it’s not that I don’t want to, it’s more like I’m not sure if now’s the right time.”

Star twisted around until she was half facing Valiant, she placed her left hand over his heart and looked to him with loving eyes. “I feel like it is, I want you. I want to feel you inside me. Please Lance?” 

Valiant couldn’t say no to those eyes nor could he say no when she acted like that. “Alright…but if it hurts or something we’re stopping.” 

Starburst nodded. The young mare slowly rose up onto her hooves, her legs wobbly from her earlier orgasm. She then placed her hands against the wall and spread her legs, presenting herself yet again to her lover. Valiant Heart got up as well, his dick bobbing up and down with each step he took. The alicorn stallion reached out and grabbed hold of her flanks, rubbing her cutie marks in circles to get her wound up. Star cooed her delight in the caressing of her cutie marks and rested her head against the wall to enjoy it. 

Valiant stopped for a moment and positioned the tip of his cum coated dick to the entrance of her pussy. Seeing the difference in size like this made him scared for Star. He was certainly taller than her, and built more than her, but that came with the ascension, earth pony strength and physique. But Star was ten years younger than him, and smaller than the average mare of her age group. If he wasn’t careful he could really hurt her, and then how were they going to explain this to their parents. 

“You sure this is okay? I just cummed earlier and its covered in it,” said Valiant. 

“It’s okay, I’m not in heat. You can put it in, and you can cum inside me too.” 

“I don’t think that’s wise, even when not in heat, you still have a chance of getting pregnant, a very low chance, but I’m not in the mood to tempt fate.” 

Starburst sighed, she knew he was right, but she still wanted him to finish inside her. “Okay…then I guess you can ‘finish in the backdoor’, I think that’s the right expression.”

“You mean…go to anal and cum in there? You sure?” 

“Lance just start fucking me before I lose the buzz from all this!” Star ordered. 

Valiant grinned, she was hot and bothered and wanted to fuck, now. Star knew what she wanted, and he trusted her. With a silent prayer, Valiant placed the tip of his stallionhood against her entrance. He slowly pushed forward, feeling Star’s labia part and her love tunnel stretch to his size. He knew it was tight when he had his fingers inside her, when she cummed it felt like he had them in a vice. Valiant could only imagine what it would feel like for his dick. 

Soon enough the flared tip made it inside, making Starburst let out a sensual moan. Valiant pushed forward, sliding more and more of his large member into her tight hole. Starburst released a sharp gasp as she felt her inner walls stretch out more than she thought they were able. Her mouth hung open as she let out choked gasps with each inch that was pushed deeper inside her. There was a bulge that showed the steady progression into her depths, Star had no idea how impossibly full this was making her feel, and how much she was enjoying it. 

Valiant felt the hot and wet hole tighten and at the same time open up, as if it were drawing him in deeper into her depths. Just then he felt the tip of his penis hit something inside her. Valiant quickly figured out that this was possibly her cervix. He looked to Starburst who looked back at him, apparently having figured out what he hit. She gave quick but firm nod. Valiant widened his stance just a little and drew back, and with one quick thrust he pierced through the wall and entered Star’s womb. 

The young mare cried out loudly in ecstasy as a wave of pleasure blasted up her spine and crashed down onto her mind. Valiant held himself inside there, noticing that his stallionhood was just a third of the way from bottoming out inside her. Starburst panted and huffed, she never imagined having the deepest parts of her marehood violated, her very womb entered. It was beyond anything she fantasized. 

“Start moving Lance…!” 

Valiant grunted his affirmation. He drew back his hips until the tip remained inside her, Valiant then thrust back, hitting Star’s womb and causing her to have a mini-orgasm as she squealed in pleasure. Valiant built up more speed, using slow and hard thrusts. With each thrust a little more of her marely juices released, traveling down her inner thighs and onto the floor below.

The alicorn stallion increased the speed of his thrust, pumping his dick in and out of Starburst’s tight pussy, grunting like an animal as he did so. Star grunted as well, mixed with little moans of bliss as her mind went blank with the sensation of Valiant’s fucking. His balls made a wet slapping sound against her thighs with each thrust, further increasing his drive to fuck this petite mare.

Faster and faster he thrust into Starburst, his pre-cum and her love juices mixing together and aiding his movements. Valiant never dreamed he’d be doing this with Star, maybe he jerked off to the idea once or twice, but he knew it’d never become a reality. But now that it was happening it felt so good, he felt like he could keep fucking Star all day and not get tired, and honestly, Star was thinking the same thing. As far as they were concerned, the world outside these showers didn’t exist. There was only the two of them, this pleasure, and this feeling in their hearts. 

“S-Star, I’m getting close!” Valiant warned. 

“Do it then! Pull out and finish in my plothole! Don’t worry about taking it slow!” 

Valiant pulled out of Starburst, her legs quivering from the intensity of the lovemaking. The alicorn stallion found her anus and thrust himself inside in one go. Starburst’s eyes nearly rolled into the back of her head at the sudden insertion into her ass, a mixture of pain and pleasure racked her body all at once. But the pain quickly left as pleasure set in. Valiant started thrusting hard and fast into Star’s anal canal, the tightness in here was even greater, and it was hotter too. 

“I…I can’t…Lance…I can’t feel my legs anymore…!”

Valiant Heart wrapped his arms under her armpits, hugging her chest and bringing her closer to him. He leaned forward and began humping her ass with wanton abandon. Star’s legs became jelly as she was lifted up slightly off the floor as Valiant fucked her hard. 

At last Valiant reached his peak, hilting in Star’s ass and blowing his load deep in her bowels. Starburst arched her back as the sudden rush of cum filled her anal canal and traveled deep inside her. She cried out in pure bliss as her tongue lolled out of her mouth. 

Star kept leaning back, getting to the point where Valiant had to bring her closer to his chest, and to where Star was practically sitting on his dick; her pussy spasmed and sprayed out a small shower of love juices on the wall in front of her before stopping to a small leaking faucet like trickle that flowed down her inner thighs and down her legs.  

Valiant thrust upwards, continuing to cum inside her plothole through each hump. Star’s stomach began to bulge from the second helping of cum, some of it spilled out of her ass and down his stallionhood, covering his balls until it flowed down onto the tile floor. Star’s body went completely limp as her cries of ecstasy ended. Valiant huffed and panted as he walked forward. 

He then turned around and let his back hit the wall. He slid down, still holding onto Star until his rump hit the floor. Starburst was now sitting in his lap, his stallionhood still buried deep in her anus, laying against his chest in a passed out state. Valiant Heart continued to hold her, finding it extremely hot and sexy that she passed out from getting anal and from him cumming inside there. 

Valiant brought one hand up and gently brushed Starburst’s hair, noticing just how cute she looked when she was sleeping, even more so in the afterglow of sex. After a minute or two passed, Star stirred awake. Her head turned as she looked up to the alicorn stallion, smiling dazedly at him. 

“Thank you, Lance.”

“For what, making you pass out from anal sex?” 

Star rolled her eyes. “No you idiot…for doing this with me. For giving me this feeling, because, if you don’t want to do this anymore, I think I’d be alright with that. I got to be with you and know what it would’ve been like if we were together. So…”

Valiant bopped Starburst on the head. “When did I say that I wanted out? At what point did I say ‘Oh yeah, let’s have sex together one time and then we’ll never speak of it again’? I meant what I said Star, I love you. Do you?” 

Starburst placed her hand on his arm. “Of course I do! But…”

“No ‘buts’ Star, I made my decision. You don’t have to decide right now, if you want, we can wait a few days until you are.” 

The young mare rested her head against his chest, nuzzling his him lovingly. “I don’t need a few days, I’ve had years to know what I want. And I want you.” 

“You realize that this won’t be easy, if we’re found out then they’ll keep us apart.”

“Eh, you’ll more than likely be banished to some other dimension, or gilded.”

“That’s not even funny!” Valiant squeaked with dread. 

“Just sayin’.” 

The alicorn stallion chuckled. “Wow, it took me ramming you in the plothole to finally get you to crack a joke.”

A devious smirk formed on Star’s face. “Hey, if I wanted to, I could break you off in me.” 

Valiant chuckled and laid back agasint tile wall. “I love you, Star.” 

“I love you too, Lance.” 






(Twelve Years Later)


“LISTEN UP YOU MAGGOTS!!!” 

Rows upon rows of cadet Royal Guards stood at attention. A mare, petite in size, wearing golden armor with a starburst insignia emblazoned onto her chest plate and pauldrons, walked up and down the line of mares and stallions, giving them each an appraising glare as if sizing them up for the kill; many of them gulped when they saw her, especially when they saw those large wings on her back.  

“I am First Lieutenant Starburst, second in command of the Royal Guard! And unfortunately – for you – I have the honor of training you! I may be a Princess of Equestria, but when I’m in this uniform, and when we’re on this training field, you are to address me as Ma’am! Not ‘Princess’, ‘your highness’, or any of that crap in between!” 

During Starburst’s speech a couple of the cadets were whispering between each other. 

“Is she serious? I know she’s a princess and all, but when I heard about Starburst the Knight Blaze, I thought she’d be…”

“Taller?” 

“Yep. I mean, her cousin’s supposed to be Prince Valiant Heart, do you think he got her into the Guard or –?”

*WHOOSH!*

Starburst flared her wings and created a small gust that blew through all the cadets, making a few of them stumble from the sheer force of it. 

“Now what we have here is a failure to communicate! Do not, attempt to challenge my authority! Know this mares and gentelcolts! Kicking ass and molding maggots like you into well-oiled fighting machines is my business!” Starburst appeared before the two cadets that were talking and stared them down with her intimidating gaze. “And business is good!”

The two cadets shrunk down until they were on their rears. Starburst then walked away from them and continued on. 

“Get ready fillies and colts, from here on out, day is night, joy is pain! LOVE is HATE!” 

Suddenly Starburst felt somepony bop her on the head, making her rub the sore spot. When she turned around she saw Valiant Heart, standing there in his cross between Royal Regalia and Royal Guard Captain Armor. 

“First Lieutenant, are you scaring the shit out our cadets again?” 

“Sir, just giving them a heads up of what they’re in for, Sir!” Star answered with a salute. “Captain on deck!”

The cadets saluted. “At ease.” The cadets went back to their original positions. “I know that First Lieutenant Starburst paints a gruesome picture of what you’re in for during your training under her. But I’ll be the first to tell you, never have I seen any better Royal Guards come out of the Academy and defend the crown and Equestria than those trained here by her! By the end of this, I promise you, you’ll feel like you could take on Tirek himself!” 

Starburst crossed her arms over her chest and smirked. The cadets all started to look happier and a little more confident at the prospect of becoming so strong. 

“With that in mind, give me one hundred laps around the castle! And no flying or teleporting!” Starburst ordered. 

“MA’AM, YES MA’AM!!!” 

The cadets all ran off to do their laps, leaving Valiant and Starburst alone. Star moved some of her hair out of her eyes with her left hand, a golden ring was fastened around her ring finger. 

“You’d ever think we’d get to this point?” Valiant asked. 

“Honestly, not without one of us losing a limb,” said Starburst. 

Valiant Heart chuckled, he then turned around and clasped his left hand on her pauldron, showing a similar gold ring on his ring finger. “Any second thoughts?” 

“Never, even if I got the chance to do it over again, I’d still make the same choice.” Star met his gaze. “What about you?” 

“Well, the fact that we weren’t disowned or banished, or stripped of our title and ranks is good. So, yeah, no second thoughts.” 

Star smiled as she turned around with him and walked alongside her husband. “I still can’t believe Aunt Cadance figured us out.” 

“She’s the Princess of Love, out anypony she was the one who was most likely too.” Valiant spread his left wing and draped it over Star’s back. “I love you, Star.”

Starburst smiled and caressed the feathers of his wing with care. “I love you too, Lance.” 
> Amber Lily x Whirlwind
> --------------------------------------------------------------------------

“Mommy! Mommy!” 

“Downstairs Angel Feather!” 

A young girl of seven bounds down the stairwell and jumps the last step as she lands perfectly on the floor. Her short, light colored hair flowed back and forth, the rest of it held by a golden hairband that kept it from getting into her eyes, a little gift she had dubbed her “halo”. The young girl’s crystal blue eyes roved over the living room until she spotted her mother placing some things into her bag. 

Amber Lily, a young doctor at the age of twenty-seven, and now the proud adoptive mother of the young bundle of joy that was Angel Feather. She wore a black knee length skirt, and a goldenrod yellow blouse. Amber’s hair was down up in bun so as to not obscure her vision when working, and generally, as a doctor, she didn’t want it getting other “things” in it that were job related. Her emerald eyes fell upon her young daughter as she skidded to a halt before her. 

“What’s up my little Angel?” Amber asked. 

“Mommy are you leaving again?” Angel asked. 

Amber knelt down to be at Angel’s eye level as she patted the girl’s head. “I’m sorry, sweetie. But you know I have to, one of mommy’s friends needs her help.”

“The one who got hurt really bad saving someone, right? Aunty Whirlwind?” 

“Right-o.”

“Can’t she come and live here so you could help her?” 

“I don’t think she’d like that very much. Well…I’m sure she would but at the same time she wouldn’t.”

Angel cocked her head to the side in confusion. “I don’t get it, why would Aunty Whirlwind not like living here? I thought she liked you?” 

Amber felt her cheeks flush for some reason upon hearing Angel say that. “I-It’s complicated, honey. You see, Aunty Whirlwind needs to feel like she can still do all the things she could do when she didn’t have her accident. She’s a very headstrong woman, and used to pushing her limits and putting one-hundred and ten percent of herself into everything. Now though, she has to take it easy for a bit, and do a lot of therapy to make sure she can keep doing what she can.” 

“Ooooh, okay, so she’d think we’re babying her if we asked her to stay with us.” 

Amber smiled and mussed her daughter’s hair as she smiled. “You catch on quick, Angel. You’re going to be a very smart young lady when you grow up.”

*Knock, Knock*

“Yay, Uncle Hot Head’s here!” 

Angel sped away from her mother, Amber giggled as she watched Angel come to a halt before the door, remembering their rule not to open the door until they knew who it was. 

“Who is it?!” Angel asked. 

“It’s Nightmare Moon, and I’m here to eat you!” Hot Head said in scary voice. 

Angel and Amber rolled their eyes at the sad attempt at a scary voice. “Nice try Uncle Hot Head, but it isn’t Nightmare Night.”

The doorknob jiggled as the clinking of keys could be heard from the other side of the door. Hot Head, a tan young man with rusty, red hair, now a part of the Royal Canterlot Guard aerial team, chuckled as he entered his old home, rubbing the back of his head as he looked upon Angel with a defeated expression. 

“Yeah, guess that was a little farfetched.”

“Just a little.” Amber commented. 

“Up!” Angel demanded she held out her arms towards Hot Head. 

Hot Head chuckled and picked Angel up,  settling her onto his shoulders. “All set to go Amber?”

“Yeah, I’ll be spending the day with Whirlwind working on her physical therapy, and I’ll stay the next three days as well. I should be back sometime around Tuesday afternoon.”

“I really appreciate you doing this, I know Whirlwind does too. Physical Therapy is expensive so…I mean, I did offer to pay for it and all since my wage at the Guard is really good.” 

A bewildered expression fell upon Hot Head as he became silent. Amber patted the young man on his head and then leaned forward to kiss him on the forehead. 

“Hey, it’s alright. You know how independent she is, plus I think this was the better alternative. I don’t think she’d be comfortable in a therapy gym, and at least it’s someone she knows.” 

Hot Head nodded his appreciation. Amber went back to grab her luggage and medical satchel, she then kissed Angel on the cheek and said her goodbyes before exiting the 
house and heading to the train station. 






(Ponyville)


Whirlwind was sitting on a bench at Ponyville Train Station. She wore a jacket that was decorated in the colors and patterns of the Wonderbolts. The jacket merely draped over her shoulders like a shawl, with Whirlwind lightly tugging at the left lapel, keeping the jacket from opening up too much and showing her amputated arm stub. She had a dour expression on her face, keeping her eyes down but every so often she’d glance towards the horizon, waiting for the image of the train to appear, or listening intently for the whistle to blow. 

The olive skinned young woman knew that the jacket didn’t help in hiding her injury. Everybody in town already knew about what she did, and what she lost as a result. They called her “hero” and praised her whenever they could spare a second, her friend Candy even threw her a party to show how her friends and family were there for her and reassure her that, despite her sacrifice, she did the right thing and saved a life. Whirlwind knew it was the right thing to do, it was what any decent person would do, but still… 

Why did I have to pay such a price for it all…?

Suddenly the train whistle echoed in the distance. Whirlwind got up and watched as the train rolled into the station, brakes squealing as metal grinded against metal, bringing the train to a complete stop. Steam hissed from the smoke stack and various other vents to relieve the pressure on the engine. The conductor announced their arrival and made a second announcement for their next stop. 

Many people filed out of the train, but Whirlwind’s keen eyes were only looking for one person in particular, and she found her. No matter how many times she looked at her, Whirlwind couldn’t help her heart from fluttering when she saw Amber. It was a silly thing, reminiscent of their brief experimentation in kissing a couple or so years back. 

She admitted to Amber a long time ago about how she found the older woman attractive, not wanting to sour their friendship by keeping that a secret. But, as luck would have it, Amber wasn’t offended, on the contrary, she liked it. Apparently knowing you could turn the heads of both straight and lesbian women was a great confidence booster, not that she needed it mind you. 

“Amber!” Whirlwind called out. 

The older woman immediately spotted Whirlwind and made her way through the crowd. Once upon her, Amber gently brought her friend into a hug. Even though they meet once a week for the therapy, every day till then felt like a week for Whirlwind. But since this was a three day weekend for Amber, she was happier that she’d get to be together with her for a little while longer.  

“Hey Whirlwind, miss me?” 

“Only like a lot,” she answered. 

“Naturally, how could you stand to be away from all this?” Amber broke away and struck a sexy pose, unashamed of the fact that some women and men were staring. 

Whirlwind blushed but shook her head as she sighed. “Sure, Amber, whatever you say.” 

Amber collected her things and the two women went on their way. Whirlwind knew returning to Ponyville was nostalgic to Amber, after all, she spent the majority of her orphan life here along with Anthea, Hot Head, and Lucky Star. Now that she thought about it. 

“So how’s Angel Feather? She doing alright?” Whirlwind asked. 

Amber’s hair sparkled just a tad at the mention of her adopted daughter. “She’s just wonderful, I still can’t believe that little babe Hot Head, Lucky, and I saved would eventually become…my child. Every day with her is just…I really have no words!” 

Whirlwind smiled, in truth, Amber really needed no words. The icy haired young woman could tell just how happy Amber was from the sparkle in her hair and in her eyes, a trait from her being half Crystal People. Amber had told Whirlwind long ago about the abandoned baby, and how Amber had secretly wanted children of her own. After what the older woman had told Whirlwind about her past, she didn’t blame her for wanting children, to show them the same selfless love her mother did, and to be there for them, unlike her father. 

The thought of what he did to Amber still made Whirlwind resent him, leaving his own daughter in an orphanage far from their home, and not too long after just losing her mother, too. She understood all too well now why Amber partied hard and almost literally sought affection from everyone around her. Still, Amber was a very smart woman, graduating high school early, becoming a nurse soon after, and now a full-fledged doctor. Whirlwind felt giddy inside at being friends with such an incredible person. 

“Well, I’m happy she’s really brightened your life, Amber, I really am,” said Whirlwind. 

Amber leaned closer to Whirlwind, bringing her right arm to rest over the young woman’s shoulders to bring her into a half hug. “Thank you, it really means a lot. You know, she asks about you.”

“Oh, really? I didn’t think she’d remember me from those few times you visited.” 

“Are you kidding?! After hearing what you did, she told me ‘I want to be like Aunt Whirlwind when I grow up’, her exact words.” Whirlwind smiled weakly, averting her gaze for just a moment. “Whirlwind…?” 

“It’s nothing…let’s uh, let’s get home so you can relax a bit before we start any therapy.” 

Amber looked upon her friend wearily, but nodded. “Alright.”





It was later in the afternoon when they decided to start the physical therapy, Amber helped in refashioning Whirlwind’s workout room into a makeshift Physical Therapy Room a while back and noticed something a little peculiar about the equipment as if it wasn't used that much for some reason. She decided to keep it to herself for the time being and focused on her patient. 

“Alright Whirlwind, you can come in I’m ready.”

Amber dressed herself in a goldenrod-yellow sports bra, and a black pair of sweatpants. Her hair was tied up in a bun, with a sweatband secured around her head. She stared at the doorway curiously, wondering why Whirlwind had not entered. 

“Whirlwind, you alright?” 

The olive skinned young woman poked her head into the doorway, her bangs held back with a blue sweatband and a pink tint to her cheeks. “Y-Yeah, I’m fine! It’s just…I…I kind’ve been having trouble getting on my sports bra lately, so…it’ll take me a minute.”

“It’s fine, just come in as is. It’s actually better that way, I need to see your wings unobstructed.”     

Whirlwind’s cheeks felt warmer at hearing that, something she didn’t quite understand why it was happening. Despite the fact that she found the older woman attractive, there shouldn’t be any reason to feel embarrassed about Amber seeing her half naked. Whirlwind looked back to Amber, her face morphing into a deadpan expression upon seeing the well-endowed woman, compared to her meager, yet modest bust size. With a sigh, Whirlwind entered the room. 

She kept her right arm over her chest in an attempt to show some modesty, Amber chuckled at the cute act, but knew it was unnecessary. “Really Whirl, you don’t have to cover up like that. I’ve seen plenty of boobs.”

Whirlwind’s eyes widened at that statement. “What?! When?!” 

“At work, when I was in prenatal care, sometimes I’d walk in on the mothers when they breastfed their babies. My own boobs, obviously, and of course the ones in the girls locker rooms back in high school.” Amber cocked an eyebrow and smirked. “Jealous I’ve been staring at other tits besides yours?” 

Whirlwind’s cheeks went bright red as she narrowed her gaze and huffed. “N-No, I-I don’t care! It is you after all.” 

“That it is, now stand in front of me and show your wings.”

Whirlwind snapped to attention, sighed heavily, and walked towards Amber. She stopped about a foot away from her and stretched out her arms horizontally. Whirlwind closed her eyes and concentrated. Minuet strands of lilac colored mana flowed along her upper body, the majority of it concentrated around her arms. Within seconds Whirlwind’s right arm morphed, becoming longer and longer, violet feathers grew out in nanoseconds, covering the arm completely. The feathers traveled, covering her sides and the upper portion of her back, some going as high her neck and collarbone. 

When it was over, Whirlwind was now in full flight form, although she kind of wished her feathers covered her chest. Amber looked directly at Whirlwind’s half-severed arm, noticing that, while the feathers did cover the arm, the longer feathers did not form at all. Amber reached out and gently ran her hands over the stub, feeling for any anomalies. 

“Have you been experiencing any kind of pain recently?” Amber asked, slipping into Doctor Mode. 

“N-No, just some tingling, and sometimes it feels like it’s still there.” 

“Phantom Limb Syndrome, you may experience that off and on, but eventually it’ll stop. And it’s good that you still feel tingling, that means the nerves weren’t completely damaged in the fire.”  Amber pressed her finger in the middle of Whirlwind’s bicep. “Do you feel that pressure?” 

“Yes,” she replied. 

Amber kept pressing in different spots, making sure that there wasn’t any sign of numbness. “How about movement, any problems?” 

“Not really, it hurt trying to rotate it, but after working with it, I’ve been able to get it to about a one-hundred and eighty degree angle.” 

“Hmm, alright, we’ll work on getting full rotation. I didn’t see any broken bones or fractures in your files, so it may just be stiffness.” 

“Sounds good.”  

“And what about your other arm, how’s it doing?” Amber asked while changing to the fully intact appendage. 

“It’s alright, getting stronger as a result of…you know…”

“That’s good. Well then, let’s stretch you out and we’ll move on from there. 

The majority of their time was spent in the Workout/Physical Therapy Room, with Amber supervising and helping Whirlwind in the various activities she needed to do to get full rotation back in her left arm. The two of them even practiced throwing a medicine ball back and forth, a small, one, in order to help Whirlwind learn how to catch a heavier object with one arm. A few times the ball hit Whirlwind in the stomach, but only because she accidentally went to grab it with both arms instead of the one.

After a few laughs were had, Whirlwind and Amber decided to take a break. It was then that the phone rang. “I’ll get it!” Amber called out. She went into the hall and grabbed the nearest phone. “Whirlwind residence, this is Amber Lily.” 

[Miss Amber?] 

“Yes, who is calling?” 

[Oh sorry, it’s Echo.] 

“‘Echo…’ Oh right, Echo, you’re Whirlwind’s cousin! Sorry, did you want to talk to her? We were in the middle of physical therapy but we’re taking a break.”

[Actually, I…um…Miss Amber, I-I don’t know if I should tell you this or not.]

Amber’s face scrunched at hearing that. “Why, what’s wrong?” 

She was met with silence for a few seconds before Echo spoke again. [I’m…I’m really worried about Whirlwind.] 

“Why’s that?” 

[She’s…She’s been real down lately, I mean, I know it’s because she lost her arm, but it feels like something worse. I come by practically everyday to help her out, nobody told me to, I wanted to. I love Whirlwind, so I wanted to help her. I’ve even done some of the physical therapy with her. But…recently, she’s told me stop coming by.]

[Even when I come to see how she’s doing she just yells at me to leave! And the thing is…the last time that happened, I saw her crying…Miss Amber, I don’t know how to help her, ‘cause I know she’s sad, but she won’t say anything! Not to me, her mom and dad, and not even Prism or Candy!] 

Amber had to put a hand up against the wall, trying to steady herself as she absorbed this information. “What about Annie? She usually can help with things like that?” 

[Anthea and Mrs. Azalea come to visit her for a ‘healing session’. Mrs. Azalea’s healing magic was helping with her recovery, but now she’s even stopped allowing them to come over. I…I don’t want to say it, but…but…]

Amber could hear sniffling in the background, making the older woman’s heart ache. “Shh, it’s alright, I’ll talk to Whirlwind.”





Amber returned to the room, but found no one there. The older woman began to worry and headed to Whirlwind’s bedroom, she found the door ajar and when she entered, she found her patient sitting on the edge of her bed, phone in hand. 

Amber sighed, knowing Whirlwind had been listening to her and Echo’s conversation. She then walked over and sat beside Whirlwind, Amber leaned forward and rested her forearms on her thighs. 

“So, anything you’d like to tell me?” Amber asked. 

“No.” 

“Whirl, don’t shut me out like that. I’m not just your doctor right now, I’m your friend. What Echo said worried me, why are you doing all of that?” 

Whirlwind’s bangs were covering her eyes in shadows, not even once looking at Amber. “I just don’t think Echo needs to be waiting on me hand and foot. She has her own life, and she doesn’t need to spend it worrying about me.”

“Admirable, but she said you yelled at her.” 

“I got a little upset, alright, I wasn’t…myself.” 

Amber sighed heavily, knowing that Whirlwind was dancing around the subject. “Okay, then why did you refuse to let Mrs. Azalea and Annie treat you?”

“They could be using that magic to heal other people, instead of wasting time trying to heal something that can’t be fixed. It’s not like my arm’s going to spontaneously grow back with a single spell!”

Truthfully, Prince Discord or Prince Illusion could probably pull that off, chaos magic and all that, Amber thought. 

“Whirlwind, why are you pushing everyone away from you?” 

“I’m not, you’re here!” 

“Yes, I am, so tell me then, why are you doing this?”

“Amber please just drop it, I don’t want to ruin this weekend.” Whirlwind pleaded. 

“No!” Amber stood up and faced Whirlwind with a serious expression. “I want to know the truth, Whirl! Forget me being your doctor, I’m one of your best friends, so just tell me what’s wrong! And you know I’ll get it out of you, I’m nothing if not stubborn as hell!” 

Whirlwind gritted her teeth and clenched her fist as she growled in frustration. She finally stood up and faced Amber, revealing her teary eyed, and angered face. Amber was taken aback by this, she wasn’t expecting see such an expression from her friend. 

“I’m pissed alright! I’m just through with all of it!” Whirlwind yelled. 

“With what?” 

“The therapy, everyone’s pity, ALL OF IT!” Whirlwind shoved past Amber, knocking the older woman to her bed. “LOOK AT ME!” 

Whirlwind summoned her wings yet again. “Everything was going right in my life! I had good friends surrounding me, I was part of the Wonderbolts aerial team! I had it all! But one decision – one stupid ass decision made me lose it all in one day! Now I can’t fly anymore, I’m out of the Wonderbolts! Everyone around me looks at me with pity in their eyes! And…And…!”

Whirlwind felt weak kneed, slowly slumping to the floor as her arms returned to normal. “And I can’t do this anymore…I can barely even dress myself…I need help to do just the simplest of things! Not only that, but every night I dream about that day, no, it’s more like a nightmare! I see it all, vividly, even the moment my arm get burned! I wake up in the middle of the night, screaming my head off! And whenever I go to grab my arm to reassure myself that it was only a nightmare, guess what, it wasn’t!” 

Tears fell from Whirlwind’s eyes, no longer able to hold back her sadness. “I cry myself back to sleep, because I know that it wasn’t a nightmare, and that as much as I wish and hope that it was, it never will be…Sometimes…Sometimes I wish I never went into that building, yeah, you heard me! I wish I hadn’t, if I knew this was going to be my life from here on out, then I wouldn’t have ever done that!” 

Whirlwind’s anger returned, regret clinging at her heart. “Everybody keeps saying I’m a ‘hero’, I hate it! I want to just forget that day, the worst day of my life! I should’ve just flew and got the firefighters out there, or got a team of pegasi together to create a raincloud to dump water on it before going in!”

“But, stupid me, I just rushed right in and ended up doing this to myself! Hell, I could’ve just stood there and let it burn, everyone knows I’m pyro phobic, so no one would’ve blamed me for not going in!” 

Whirlwind found the strength to stand again, taking an aggressive stance. “So now you know, I’m no hero, I’m just a pitiful, selfish woman! So…So just go back…go back to Angel Feather, and back to Canterlot! Take care of your daughter and tell her to never be like me!” 

Amber kept silent through the whole triad, but the moment Whirlwind said that, Amber bolted to her feet. She rushed forward and slapped Whirlwind across the face, hard. Whirlwind stumbled back, looking upon Amber with wide eyes and a stunned expression. Before Whirlwind could say anything, Amber brought the younger woman into a tight embrace, causing Whirlwind to gasp in surprise. 

“You’re not a coward, and you’re not selfish either! You’re the bravest girl I’ve ever met, and the most determined!” Amber held Whirlwind tighter. “Do you think, for a moment, that your friends wished this never happened?! They’re hurting just as much for what you’ve lost, hell, I don’t doubt that any of them would trade places with you, because they know how cruel this is for you!” 

“Amber…”

“That girl you saved,” Amber pulled back and looked Whirlwind directly in the eyes, “she has a family you spared that family the pain of losing their child! And I know she’s grateful to you. So, Whirlwind, please, stop saying you’re giving up. I don’t want to hear that from you, you’re stronger than that.” 

Whirlwind’s eyes stung with fresh tears, she then buried her head in Amber’s chest, crying her eyes out and sobbing. Amber held onto Whirlwind, easing them back until they were on the bed. For a couple of minutes, Whirlwind just sobbed with Amber holding her, rubbing her back and making soothing cooing sounds. 

Amber figured Whirlwind had been keeping this hurt inside her for too long, not wanting to show just how sad she was to her friends. But now she could let out, and hopefully this would allow Whirlwind to heal emotionally. 





It was the middle of the night when Whirlwind stopped crying. Both women laid in the bed, with Amber lying right side of the bed, cuddling Whirlwind close to her. Whirlwind felt completely embarrassed that Amber saw her in such a pathetic state, but at the same time, she was happy that it was her. 

“You feeling better?” Amber asked tenderly.

“I…I think so…”

“It’s alright, you just need to take it one day at a time is all. No one expects you to adapt to this straight away, it’s going to take hard work, and a little help from your friends, too.” 

Whirlwind sighed. “I get it, I’ll apologize to Echo. She…She really didn’t deserve all the shit I gave her that day…ugh, I’m a terrible person.”

Amber giggled and kissed Whirlwind’s forehead. “No you’re not.”

Whirlwind smiled at that, she then brought up her half severed arm and looked at it forlornly. Her eyes traveled downwards, over her perky, modest bust, and to the rest of her. “Well, I can kiss my love life goodbye, too.”

Amber looked at the young woman with incredulity. “You’re kidding, right?” 

“C’mon Amber, what guy’s gonna want to date a girl with one arm? I mean, other than those amputee fetish kind of guys.” Whirlwind shuddered at the thought. 

“Please, you’re still hot! So you’re missing an arm, big deal, you still got the rest of you, and these toned, sexy abs.” Amber commented while gently rubbing Whirlwind’s stomach. 

The icy haired young woman giggled at the action. “C’mon Amber, stop, I’m ticklish there!” 

Without warning, Amber suddenly straddled Whirlwind, making the young woman blush furiously. “I mean it, Whirlwind, you’re still beautiful.”

Amber began to lean down, Whirlwind’s heart thumped in her chest the closer Amber’s face got to hers. Was she really going to do, what she thought she was going to do? Her answer came when Amber pressed her lips to Whirlwind’s. The young woman’s eyes flew open at the tender kiss, and Amber’s soft lips. After a couple of seconds Whirlwind just accepted the kiss, leaning into it a little. 

Whirlwind brought up her right hand and rested it on Amber’s back, while Amber slipped her left hand behind Whirlwind’s head, holding her position. Both girls parted, leaving a gap between them. A fierce blush overtook their faces, making heat radiate from their cheeks. Amber’s eyes darted between Whirlwind, and whatever else she could look at to make this feel less awkward. 

“I…I’m sorry, I shouldn’t have done that…!” Amber apologized. 

“Why?” 

“Why what?” 

“Why shouldn’t you have done?” Whirlwind asked sincerely. 

“I just…it’s not proper etiquette, I’m your doctor and you’re my patient, and…”

“Do you still think about it? About that day we kissed?” 

Amber went silent, but she nodded her head in affirmation. 

“I do, too. Sometimes I’ll find myself daydreaming about it. Honestly, I’ve…I’ve found other girls attractive, just like I do guys. It felt wrong whenever I was alone with one of my girl friends, hanging out at slumber parties and secretly hoping to see one of them in skimpy pajamas.” 

Amber smiled. “I’m guessing Anthea proved to be quite the eye candy.” 

Whirlwind blushed harder. 

“Hey, it’s alright, you can tell me.” 

“…………Yes, she, um, she apparently liked sleeping in her underwear.” 

Amber sighed wistfully. “That’s my little Annie.”

“Point is, I wanted to talk to someone about it, because I didn’t know if this was just something I needed to get out of my system or something else. Then you come along and ask me out on a date!”

“Ha, yeah, Hot Head was all kinds of embarrassed about that.”

“Then you said you were okay with me kissing you. I mean, honestly, you’re hot, and I was more than a little flustered on the inside. But you helped me understand that I was attracted, physically, to girls. But…” 

“But?” 

“But…I…I think I did – and still do – have a crush on you.” Whirlwind turned her head away from Amber’s gaze. “I’m so bad with timing…you have a daughter and a career as a doctor, you don’t need to be hearing this right now, and you probably have someone by now.”

“Truthfully, I don’t.” Whirlwind looked back at her, seeing Amber’s sincerity in her eyes. “I’ve been so busy taking care of Lucky and Hot Head, trying to make a living in my nursing to make sure we had food on the table, and then studying to become a doctor, and finally adopting Angel Feather. I don’t regret any of it, because I had family to call my own, and plus, I partied just as hard as I worked.” 

“But with all that, I have dated plenty of guys, but you were the first girl I asked out, and it was just to prove a point to Hot Head. But, as the years went on from that, I started to wonder if maybe it wouldn’t be so bad to…date you, honestly, like a…a lover.”

Whirlwind’s cheeks went red again. “Amber, please, don’t say you want to try and be together now. You don’t need me slowing you down.”

“Whirl, stop that. You wouldn’t slow me down, I’m a doctor and a damn good one. I don’t work crazy hours like I used to, and I get paid three times as much for it. And Angel’s quite mature for her age, so it’s not like I need to worry about her.” 

Amber leaned back down, she aimed lower, necking Whirlwind. The olive skinned young woman cooed in pleasure from Amber’s suckling kisses. She pressed her body closer, making Whirlwind’s bare breasts push against Amber’s. Even through the sports bra, Whirlwind could feel Amber’s erect nipples scraping against her own. Whirlwind brought her right arm over Amber’s back, holding onto her as she moved to the other side of her neck. 

“Is this…are we really going to do this?” Whirlwind asked breathily through closed eyes. 

Amber hovered over Whirlwind’s neck and spoke, “Only if you want to, Whirlwind.”  

For a few seconds Whirlwind said nothing, but her hesitation didn’t last any longer than that. “Keep going, please!” 

The older woman grinned and continued kissing Whirlwind’s neck. She moved on from her neck, peppering her collarbone with kisses. Those kisses trailed down lower as Amber slid further back, bringing Whirlwind’s A-cup breasts into view. Whirlwind looked away, embarrassed at her meager bust size. Amber grinned yet again, finding it cute how Whirlwind was feeling about the size of her breasts. 

As if to prove that she didn’t care, Amber brought her right hand forward, placing it over Whirlwind’s left bosom. She then gave the mammary a firm squeeze, eliciting a cute moan from her partner. Amber began massaging the breasts, kneading it in her hand and torqueing the nipple a few times with her thumb and index finger. Whirlwind continued to make the cute moaning sounds again, squirming underneath Amber the whole time. 

Amber brought her mouth over the right breast, she then opened her mouth and latched onto it. The older woman suckled at the younger’s breast, licking at the darker shaded areola and nipple within her mouth. Whirlwind released louder moans of pleasure, now placing her hand behind Amber’s head out of instinct. 

She found the hairband that kept Amber’s golden locks in a bun and removed it, allowing Amber’s hair to cascade down the sides of her head and down her back. Whirlwind began running her hand through the silky locks, concentrating on the blissful tingling sensations coming from her breasts. 

The older woman could feel Whirlwind’s legs squirming more and more between her own legs, knowing that the younger woman was in need of some attention down below. Amber leaned back, still straddling Whirlwind’s legs as she balanced on her knees. 

“W-Why did you stop?” Whirlwind asked. 

“I need to get more comfortable.” 

Amber began working one of her arms out of the sports bra, and then the next. She then pulled the bra off, flicking it to the floor. Whirlwind’s eyes grew bigger upon seeing Amber’s bare upper body. Her bangs covered her right eye, allowing one shimmering emerald eye to stare at Whirlwind, her mature, womanly body was sight to enjoy, even her breasts had gotten a little bigger since the last time. Altogether, Amber looked like the embodiment of feminine beauty, and it only made Whirlwind’s body heat up all the more from knowing that such a woman was about to have sex with her. 

The older woman slipped two thumbs into the waistband of her black sweat pants, hooking her panties at the same time. She then pushed down, bringing them lower until the waistband was down to the middle of her thighs, giving Whirlwind an unobstructed view of her pussy. Amber brought her legs closer together, allowing her to get the rest of the pants down to at least below the knees. Finally she was able to kick them off, now completely naked before her female lover. 

Whirlwind felt her pulse race that much more from seeing the naked form of her older girl friend, now about to be her girlfriend in the next moment. She watched as Amber laid on her legs, head hovering over her belly button, Amber’s fingers smoothly slipped into the waistband of both Whirlwind’s panties and white sweat shorts. Amber kissed Whirlwind’s bellybutton, licking it and sucking on it, causing the younger woman to giggle and squeal a little in delight. 

Amber slowly pulled down Whirlwind’s shorts and panties, rising up as she pulled them lower. She was able to get Whirlwind’s legs from underneath her, allowing Amber to pull the panties and shorts over her feet and gave them a toss over her shoulder. Amber watched as Whirlwind, cutely, closed her legs and tucked them in. She moved closer, rubbing Whirlwind’s legs and thighs in a comforting and soothing fashion. 

“If you don’t want me to go there, you can tell me, I won’t be angry or anything. I don’t want to rush you Whirlwind,” said Amber. 

“It’s…not that…I’m just a little nervous,” confessed Whirlwind.

“I am too.” 

“Bull, you look like you’ve done this before.” 

“Oh trust me, this is uncharted territory for me, so I am. But, being a doctor does give me an advantage in helping to deal with my nervousness. You learn how to develop a poker face real quick.”

Whirlwind smiled, knowing that Amber was as nervous as her eased the younger woman’s worries. After taking a calming breath, Whirlwind slowly parted her legs, allowing Amber to view her glistening folds. Amber lowered herself, keeping her rear up while her upper body came in line with Whirlwind’s crotch. Whirlwind’s face felt as if it was on fire, especially now with Amber so close to her most private place. 

Amber looked upon her lover’s slit, eyes wide at seeing how it sheened with arousal. She too felt a growing wetness between her legs, amazed at how the sight of another woman’s genitals could make her feel this excited. Amber snapped herself out of her stupor, realizing she had been staring this whole time. She brought her right hand forward and gave an experimental touch of Whirlwind’s vulva. The olive skinned young woman released a sharp gasp upon contact, toes curling in as she felt Amber’s fingers trace her private area. 

“Well, looks like you’re healthy down here,” said Amber. 

“S-Shut up, don’t make this into a weird doctor-patient role-play thing.”

Amber giggled, leaning closer and releasing a hot breath onto Whirlwind’s quivering sex. The olive skinned young woman shivered in delight yet again. Amber stuck out her tongue and gave swift lick of Whirlwind’s labia. Whirlwind let out another sharp gasp, Amber licked again and made the younger woman squeak yet again. The older woman started to take her time, licking around Whirlwind’s folds. Her tongue lightly grazed her lover’s clit, making Whirlwind bolt upright for a few seconds before going back down. 

Amber decided she had teased her new lover long enough. She used the index finger and thumb of both hands to spread Whirlwind’s labia, giving her a clear view into Whirlwind’s love tunnel. Whirlwind’s embarrassment and nervousness tripled, knowing that Amber was getting a clear view into her most private area, she even covered her face with her right hand to keep from looking. 

The older woman found it adorably cute, making the younger woman act as if she were a teenage girl about to have her first time. Which when you think about it, it was her first time, at least with another girl as far as Amber knew. Amber extended her tongue out, lightly prodding the opening as if warning Whirlwind of her impending actions. 

With a light push, Amber pierced Whirlwind’s sex, slipping her tongue inch by inch into her warm and wet hole. Whirlwind’s breath caught in her throat, closing her eyes and biting her lower lip, using her right hand to grip the sheets as if to keep herself anchored in this moment. 

Amber was inhaling Whirlwind’s musky scent, and reveling in the salty-sweet taste of the younger woman’s love juices. Her tongue began tracing Whirlwind’s inner walls, lapping at the excretions with each flick of the tongue. Amber struck Whirlwind’s g-spot a couple of times, making Whirlwind nearly close her legs to hold Amber’s head in place. 

Whirlwind settled for placing her hand on the back of Amber’s head, running her fingers through the older woman’s silky long locks of hair. Amber hummed with enjoyment, feeling Whirlwind’s hand there, it even excited her a little. Amber took this as incentive to press forward, pushing her tongue deeper into Whirlwind’s tight slit. The older woman started to eat out Whirlwind with greater fervor, moaning into her sex, using the vibrations to grant extra excitement to her lover. 

Amber swirled her tongue around, savoring the taste of Whirlwind’s pussy. With each lick and suckle Whirlwind’s moans increased in volume, her breath grew quicker and shallow, indicating her approaching orgasm. Amber decided to bring Whirlwind the release she so needed. The older woman switched her attention to Whirlwind’s clit, lightly licking and suckling the bundle of nerves, while at the same time, using her right hand and inserting two fingers into the tight hole. 

The combined licking, sucking, and fingering pushed Whirlwind over the edge as she reached her climax. Amber repositioned her mouth, quickly placing it over Whirlwind’s pussy and let the deluge of cum splash down her throat, sucking on her slit to coax out even more of Whirlwind’s womanly nectar. Whirlwind’s back arched as she pressed her hand against the back of Amber’s head, keeping her lover from escaping to prolong her pleasure. The younger woman’s body felt a great wave of bliss surge through it, charging up her spine and into her head. 

Whirlwind didn’t think it would end, but eventually her orgasm subsided, allowing her body to relax and bask in the afterglow. The olive skinned woman placed her forearm to her forehead, panting heavily from the intense climax. Whirlwind never new another woman could make her orgasm like that, maybe it was the combined excitement, curiosity, Amber’s hotness, or the fact that Whirlwind hadn’t really masturbated that much since the incident or after. 

But she didn’t care, it felt great, and the fact that it was Amber who made her feel that way made it all the better. Whirlwind looked down herself, watching Amber raise her head. The older woman made a couple of audible gulping sounds, making Whirlwind’s blush intensify when she realized Amber had just swallowed the last bit of her cum. Amber cupped her right cheek in her right hand as she propped herself up on her forearms. 

“You must’ve been really pent up, that was quite a lot Whirlwind,” said Amber with a sultry look in her eyes. 

Whirlwind’s eyes darted back and forth between Amber and anything else in the room. “I-I-I…well…it’s just that I haven’t taken care of myself for so long…! I…oh…”

Amber climbed up Whirlwind, bringing herself to rest atop the olive skinned girl as she rested her head against Whirlwind’s breasts. “That’s not good Whirlwind, you can’t neglect something like that.” A devilish smile crept across Amber’s face as a thought crossed her mind. “Maybe we should make this a part of your physical therapy?”

Whirlwind smirked as she brought her hand to rest on Amber’s back. “Is that just some excuse for you to have sex with me all the time?” 

“Huh, well, sexual intercourse is a physically exhausting activity, and great strength training if done right. And don’t act like I’d be the only one getting something out it.” 

Whirlwind giggled. “I can’t deny that.”

“Speaking of which, I think it’s your turn to give me a little something. But I think a change is in order.” 

Whirlwind cocked an eyebrow at that, but before she could ask Amber rolled off Whirlwind’s body and laid on her right side. She motioned for Whirlwind to rise and pointed to the spot before her legs. Whirlwind complied, after getting her shaky legs to cooperate. The olive skinned girl sat on her legs as she waited for Amber to tell her what was next. 

“So…what exactly are we doing?” Whirlwind asked. 

“In simple terms, you’re going to fuck me.” 

Whirlwind quirked her head to the side at the simplistic, albeit crude, explanation Amber gave. “Um…okay…?” 

Amber chuckled at Whirlwind’s confusion. “Have you ever heard of ‘tribidism’, or maybe ‘scissoring’?”

“Oh…Oh! Okay…you, uh, you really want me to do that to you?” Whirlwind asked, her face burning from thinking about doing such an act. 

“Well, I do need to cum, not going to lie. And this would be a good way to make sure both of us can cum together. Plus, don’t tell me the thought of humping and dominating me hadn’t crossed your mind.”

Whirlwind lowered her head, her face turning a bright shade of pink as if her body was answering for her. “B-But…” Whirlwind raised her half-severed arm. “I don’t know if I can hold on with just one arm…I might mess this up…” 

Amber sat up and moved closer to Whirlwind’s nub. She gently kissed the amputated appendage and rubbed up and down Whirlwind’s bicep soothingly. 

“Don’t worry about ‘can’ and ‘can’t’, just do.” 

Despite the double-edged meaning behind that, Amber was right. Whirlwind knew she needed to stop with the sad sack, “oh woe was me”, attitude she had developed lately. The old Whirlwind would’ve slapped herself for acting so pathetic, especially in the presence of the woman she had a crush on, who was willing to be in a relationship with her despite said attitude and damage. Whirlwind nodded towards Amber, and the older woman nodded back. 

Amber laid back down on her side and opened her legs. Whirlwind was able to get a better view of Amber’s sex, which was now sopping wet. No doubt her lover was in need of release, and Whirlwind wasn’t about to make her suffer. Whirlwind scooted closer, making sure to keep her balance as she did. 

Whirlwind got herself into position, allowing Amber’s left leg to hang over her right shoulder. The younger woman looked to the older for a moment, seeing a hint of nervousness in those sparkling emerald eyes. Even though Whirlwind was nervous, it didn’t make it any less so for Amber. Now knowing they were feeling the same way, Whirlwind felt a little more confident in herself. Whirlwind carefully brought her pussy closer to Amber’s. 

Amber gulped as she watched Whirlwind slowly inch their sexes together. Within a few seconds Whirlwind closed the gap, pressing her slit against Amber’s. Both woman released a sensual moan as new sensations overtook them. They panted heavily, chests moving up and down in rhythm to their breathing. Whirlwind pressed a little firmer into Amber’s pussy, feeling her labia spread and brush against the older woman’s. 

Whirlwind used her right arm, wrapping it around Amber’s leg for stability. Once she was certain she had balance, Whirlwind started to gyrate her hips. Amber threw her head back, moaning loudly and sexily into the air as she felt Whirlwind’s pussy press into her own, letting out a sharp gasp whenever their clits rubbed against each other. 

Taking a calming breath, Whirlwind began giving short, quick thrusts into Amber’s hips, slapping their vagina’s together. Lewd, wet slapping sounds echoed from their point of contact, making both woman feel all the more embarrassed and turned on. Whirlwind leaned down, allowing Amber’s leg to slide down to her side. The icy haired woman reached out, grabbing Amber’s arm and pulled her up. 

Amber was too lost in the feeling to realize what Whirlwind was doing, but instinct compensated for awareness. Whirlwind brought her right arm around Amber’s midsection, bringing her body closer as she increased the speed of her thrusts. Amber brought her left arm around to Whirlwind’s back, resting her hand on the back of her head, her right arm held onto Whirlwind’s left arm, resting on her shoulder. 

Both woman moaned louder, both now thrusting into each other in earnest. The bed began to squeak loudly from their intense movements, sweat rolling off their bodies as their slits produced even more copious amounts of love juices. Amber’s hair began to brighten, making Whirlwind stare at the spectacle in awe. The older woman opened her eyes, now shimmering like her hair. 

Amber looked into the intense, icy blue eyes of her lover, seeing the sparkling radiance she was giving off reflected in those eyes, making Whirlwind appear to glow as well. Amber’s heart swelled, she knew Whirlwind was beautiful, but it was as if it was made even more apparent, as if asking her “How could you not have noticed sooner?” 

Both girls’ moans grew louder and louder, their panting increasing at a rapid pace. They could feel a pressure building in their lower abdomens, begging them for that final push over the edge. 

“A-Amber, I-I’m going to…!” 

“I know, I know Whirlwind…Aaaah~” 

Amber was the first to reach her climax, throwing her head back and yelling her lust into the air. Whirlwind felt Amber’s pussy gush out cum, the icy haired woman moved forward, forcing Amber onto her back as Whirlwind continued to thrust against Amber’s orgasming pussy. The continued thrusts made Amber’s eyes roll into back of her head, with each thrust another surge of pleasure shot up her spine and made her cum again. 

Whirlwind continued to fuck Amber harder and harder, until, finally, her peak was reached. Her sex released the floodgates of her womanly nectar, sending it cascading out from her slit, mixing with Amber’s love juices. Whirlwind pressed their pussy’s together, grinding into Amber to prolong the orgasm and giving a few bucks against the older woman’s hips. 

After what felt like an eternity in orgasmic bliss, Amber and Whirlwind came down from their high, the fire in their loins simmering down. Amber collapsed, practically gasping for air as she basked in her afterglow, and literal glow. Whirlwind kept herself propped up with her right arm, hovering over Amber’s sweaty body as she drank in the sight of the blissed out woman beneath her and knowing that it was herself who granted Amber this pleasure. 

Whirlwind leaned down and pressed her lips against Amber’s, turning it into a heated kiss as if to steal her breath away. When they parted, Whirlwind collapsed onto Amber, making the older woman give a light “oomph” from the added weight. Amber wrapped her arms around Whirlwind, keeping them together and not wanting this closeness to end yet. 

“That was…was…”

“Great?” Amber asked. 

“The best,” replied Whirlwind. 

“……Whirlwind…I think, I mean…I-I lo –”

“Shh,” Whirlwind nuzzled against Amber’s cheek, “I know.”

No words were needed, their love was expressed thoroughly. Amber was greatly happy, evident by her still sparkling eyes and hair. She had hoped to one day find someone special, but she never thought it would be with another woman, much less a girl that Hot Head and Prism Bolt had feelings for. 

Whirlwind was the same way, her crush on this beautiful woman was now no longer a crush, but actual love. Amber was right, she needed this, the dark thoughts and crushing weight that she had felt ever since the accident had ebbed away, replaced by both the emotional and physical warmth from this beautiful woman. 






(A Couple of Weeks Later, Canterlot)


Whirlwind and Amber were seated next to each other in the kitchen. Across the table were four people. One of them was Lucky Star, the tallest and widely known “pretty boy” of Canterlot. To his left was Angel Feather, the pale girl’s bangs partially covered her right eye, leaving her right visible as she stared at the couple. To her left was Hot Head, the more aggressive, polite, and daredevil member of the odd trio, jaw nearly touching the floor. 

To his left was Prism Bolt, the eldest son of Rainbow Dash and Soarin’, wearing the same slacked jawed expression. To Prism’s left, the final member of the group, was Echo, Scootaloo and Rumble’s daughter, and biological cousin to Whirlwind. She’s also technically the “cousin” to Prism, she saw him as such since her Aunt Rainbow Dash said that her mother was practically her little sister. Her expression was a cross between happy and what the guys had. 

“So you see, everybody, Whirlwind’s going to be living here in Canterlot,” said Amber.  

“I-I know it’s a bit of a big step…and Echo, Prism, I don’t want you to think it’s because I’m trying to get away from Ponyville because of what happened, or trying to stay away from you guys. I just…I really want to be with A-Amber, and honestly, a change of scenery isn’t that bad.” Whirlwind waited for a response, but grew nervous when silence was all she got back. “C’mon, please say something, anything?” 

Angel looked to her adopted mother, Amber, and to her “aunt”, Whirlwind. She then turned to Lucky and Hot Head, pulling at the sleeves of their shirts to grab their attention.

“Uncle Lucky, Uncle Hot Head, does this mean that I have two mommies?” Angel asked innocently. 

Both Prism and Hot Head spluttered upon hearing the question, making Echo and Lucky chuckle at their expense. 

“Well, Angel, I think it means that your mommy has a girlfriend.” Lucky turned towards the couple and smirked. “Unless, of course, they’re planning on getting married, in which case, yes, you will get two mommies.” 

“Yay! I get two mommies!” Angel proclaimed with joy. 

Whirlwind’s face went red at being called a “mommy”, and the word “marriage” didn’t exactly lessen the blow. Amber used her right arm to bring Whirlwind closer to her, the older woman’s sparkle hadn’t diminished for a bit ever since their first love making session a couple of weeks ago. 

Angel certainly didn’t mind seeing her mother happy and shiny, and really, Hot Head didn’t either. It had been a long time since the two boys had seen their surrogate mother/big sister glow and sparkle like that, the first time they saw that was when they all came home after Amber legally adopted them, she was really happy then and sparkled like mad. 

“Echo?” Whirlwind called out. “What about you?”

The purple and pink, spikey haired girl smiled at her cousin. “Honestly, I’m just really happy to see you smiling and happy Whirlwind. I mean…I never thought you swung this way – and I’m not saying I don’t like it! It’s just a little surprising is all, I might need a little time to adjust to this. But if moving in with Ms. Amber Lily is what you need to do to get better and be happy, then, I’m happy.”

Whirlwind’s smile broadened as her eyes teared up a bit. “Thank you Echo, and I’m sorry for all the grief I gave you! I was real as – ahem – I mean pain in the butt to you.” Whirlwind caught herself, remembering there was a child present. 

Echo made a gesture with her hand as if smoothing something out. “Hey, water under the bridge cuz, water under the bridge.” 

Amber smiled wider, “Well that’s good, I don’t want any bad blood between you two. I mean, who else was going to be the Best Woman at the wedding for my Whirl.”

“‘Best Woman’?!” Whirlwind and Echo said at the same time.

Lucky seemed deep in thought as he grabbed his chin in a contemplative gesture, this unfortunately grabbed the attention of Prism, Hot Head, and Amber. 

“What’s wrong Lucky?” Amber asked. 

“Huh…? Oh, just thinking, you’re both going to be the second couple of our friends who ended up like this.” 

“SECOND?!” All but Angel cried out. 

Angel looked confused and Lucky face palmed himself. “Oh right, you guys hadn’t heard yet. Starburst and Dove are together, they’ve been together for a while now and are actually married. They’re planning on telling us soon so keep it to yourselves until then.”

Prism shook his head. “Starburst…Princess Twilight and Prince Flash Sentry’s daughter, and Dove, that Prench mare who’s really into pegasi, are married?!” 

“Yep, and last I heard, they’re trying for a kid.” 

“A KID?!” Hot Head and Prism once again bellowed. 

“How’s that possible?” Amber asked, knowing full well it was impossible for two women to have a child.

“Oh…um…well…Apparently Prince Illusion’s chaos magic can temporarily switch another person’s gender sooooooo……yeah.” Lucky looked down at Angel and smiled innocently. “You might get a little brother or sister one day, Angel.” 

“Really?! Cool! I’m gonna get a little sister or brother!” 

“N-Now hold on Angel Feather, that’s not –!” Whirlwind was interrupted when she felt Amber’s hand rub up and down her thigh. 

She turned towards Amber who had a devious look in her eyes. “Whirlwind.”

“Y-Yes, Amber…?” 

“Let’s do our best.”

At that moment a couple of hard thuds caught everyone’s attention. Prism and Hot Head had collapsed, falling unconscious as their minds couldn’t take the amount of information that was being told to them. Angel Feather and Echo giggled at the two boys, while Lucky shook his, sighing and saying “good grief” under his breath. 

Whirlwind wasn’t sure what she got herself into, this family was crazy, and she was dating the craziest of them all. But, honestly, she didn’t mind. Crazy wasn’t bad, no, not at all. She needed this, and to be honest, the thought of being Angel Feather’s second mother wasn’t exactly unappealing to Whirlwind. The gender switch thing was another story. Although they weren’t sure what would happen after this, Whirlwind and Amber knew that this was a new beginning and they’d make sure it was a good one, for both of them.
> Valiant Heart x Red June 
> --------------------------------------------------------------------------

Night had fallen over the Crystal Empire, the Crystal People long since had fallen into the realm of slumber and dreams while the Crystal Palace remained aglow, releasing a soft illumination that was not too bright and yet not too dim. The Crystal People had long since lived in the shadow of darkness that was King Sombra, so the palace remained glowing even at night, as a way of letting the Crystal People know that there is light in the darkness. 

June looked out over the Empire from her balcony, more than once she found herself disbelieving that she was here, actually living in a palace. The former cherry farmer raised her left hand, staring at the ring that signified the beginning of a new life for her, the life of a Princess, and her marriage to the man she loved dearly. Speaking of which, said man was late getting back. 

Guess the meeting with the delegates ran late, that’s usually not a good thing, thought June.

And as if right on cue, the doors to their chambers was magicked open. June turned around and spotted her husband, Valiant Heart. He was clothed in his royal regalia, and with his broad physique it made him look just a little intimidating, but that was to be expected since Valiant had trained in the Royal Guard and was their captain for a good period of time, so he was expected to look as such. But his handsome face, calm demeanor, and loving nature offset that and made him more approachable, and desirable to a lot of women. 

However, June could not see any of that right now, he was ticked. No doubt whatever meeting had taken place did not fare well at all. Valiant lit up his hand with magic, the pieces of his regalia glowed in response to his magic and were lifted off him, placed on the mantle of their fireplace. He then plopped himself on the couch, growling and muttering to himself as he sat there and stared at the coffee table. 

June hated seeing her husband like this, she knew delegations and royal business of that sort were a little over her head, and she wished she could be of more help to him. Normally some people would probably give Val some space, you usually didn’t want to be on the wrong side of someone who had the three tribes’ strengths and abilities in one body. But June wasn’t exactly a girly-girl, and she had crazy strength, but that was expected when you’re from the Apple Family. The red haired woman walked over to her husband, sitting down next to him as he continued to brood over what happened. “Val, are you alright? Did the meeting not go well?” 

Valiant Heart released a heavy and frustrated sigh. “Not as well as I would’ve hoped, the Yakistanians are really, really, really bullheaded sometimes! Seriously, I don’t know how Aunt Twilight managed to get them to be Equestria’s allies for ‘a thousand moons’! But as such, it’s important, since the Crystal Empire is the closest Equestrian territory to Yakyakistan, that we maintain a good relationship with them as their closest neighbors.” 

June gulped, she had heard the Yakistanians could be a little…overzealous in their reactions to certain news and things. At least that’s what she heard from her Aunt Applejack and Mrs. Pinkie Pie, so she could only imagine the grief Valiant and his parents were probably dealing with. 

“I wish I could be of some help…but from the sounds of it I’d probably just make things worse,” said June. 

Valiant turned his wife, letting his dower disposition to falter for a moment to comfort his wife. “Hey, don’t talk like that. No one expects you to just get the hang of this royal stuff ASAP. You pretty much just became a Princess. I grew up surrounded by all this stuff, learning it from when I was young, so it’s only natural. You’ll get it after some practice.” 

June let a small smile grace her lips. “I understand, just wish I could do more than just walk around the palace and pretend that I’m doing something official rather than actually doing something. At this rate, I’m better off just making appearances to the people and at the festivals.”

“Those help too y’know, the Crystal People love us, and they look to us for strength and hope. It’s been a long time since they’ve had a Royal Family live in the palace, and seeing an Earth Person woman from a humble farm gives them hope to find their true loves.” 

June couldn’t help but blush a little. “Thanks…but, maybe you should’ve chosen a girl from the Empire itself. You know, give the royal line an actual Crystal Person blooded heir.” 

Valiant rubbed the back of his head, chuckling a little nervously. “To tell ya the truth, June, my Mom and Dad actually considered having me date a few of the girls in the Empire. That way they could reestablish a line of Crystal Person heirs like in the days before Sombra and all that.” 

June looked to Valiant with disbelief, she was just talking nonsense, but she had no idea that Princess Cadance and Prince Shining Armor actually considered doing that. Valiant saw the distress in his wife’s body language and put his hands up defensively. 

“Hey, hey, I said ‘considered’, I never said they made me do that! In the end, they just decided to let me make my own choice of who I loved. They got to be together even though, the way Dad tells it, he wasn’t even in Mom’s league back when they were in high school. Plus the Princess dating the Guard Captain is a bit against policy. So, really, what we have is pretty much following the tradition.” 

June blushed, she then leaned to side and kissed Valiant on the cheek. “I love you, and thank you. Still wish that I could do something to help you…” Suddenly, June went stiff, a thought crossing her mind that made her freckled face turn red. “Umm…I-I’ll be right back.” 

“June?” 

The former cherry farmer stood up and made for their bedchambers, closing the doors behind her. Valiant sat there, confused as to what his wife was thinking. The Prince of the Crystal Empire sighed again and slouched, not realizing how mentally draining the entire affair was with the Yakistanians. He closed his eyes for a moment, thinking over the meeting and how best to go at it tomorrow, but that’s when he heard the bedroom doors open. Valiant opened his eyes and cast them in the direction of their bedroom, wondering what June was up to. The moment he did though, his jaw dropped. 

June was standing in the middle of the doorway, but she was no longer in her royal garb. Instead, she was in a maid outfit, much like the ones the current maids of the castle wore. However, it was obviously tailored to look risqué. The neckline was cut very low, exposing June’s impressive cleavage and ample bust. The skirt was hiked up enough to expose her thighs, just barely qualifying as a mini-skirt. She wore white stockings, clipped with straps that no doubt were connected to a garter belt underneath the skirt. 

Her face was red, embarrassed by the outfit, and even more embarrassed that her husband was seeing her wear it. She wasn’t sure if this would do anything for him, June wanted to help him de-stress, and more often than not, a little romping around helped to alleviate that stress. So she decided to break out her little surprise early, seeing as the meeting was particularly draining. 

“June?!” 

“Do…Do you like it…?” 

“I…I uh…w-when did you…?” Val asked still shocked. 

“I…ahem…When I went back home to visit that one time, I stopped by Mrs. Rarity’s house and asked her if she could make alterations to a maid outfit. Of course, I told her what it was for…Oh Celestia that was so embarrassing to ask my friend’s mom to make me this! S-So you’d better like it!” June fumed, still blushing hard. 

Valiant never saw the big deal in the whole maid fetish thing, he was surrounded by them every day of his life when he was young, even when he was around “that age” he still didn’t see the appeal in having a maid like that, felt weird considering he knew the majority of them since he was young, and many of them old enough to have been his big sister. 

But this on the other hand, this was different, this was his wife, and damn if she didn’t make that sexy modified maid outfit look hot on her. Have they had sex before? Yes. They’re married, so it’s not like they wouldn’t from time to time, but this was a first in doing something that was outside June’s normal comfort zone. Not that Valiant minded. 

“Val…please say something, you’re making me feel nervous just staring,” said June. 

The gold and blue haired man shook his head, snapping himself out the stupor. “S-Sorry, it’s just…you look really hot in that! I mean…well…not that I’m complaining, but why the maid outfit?” 

“Well…I read somewhere that it’s important for married couples to make sure they spiced up their sexual activities once in a while, and since you had a pretty rough night I thought maybe…never mind this was dumb…”

Valiant stood up and walked over to June, he then smiled at her and placed a gentle kiss on her lips. “It’s not.”

June smiled, happy to hear that. With her confidence strengthened, she took a step back and extended her right hand towards their bed. “Prince Valiant Heart, would please enter?” The former farmer gave him a coy wink. 

Valiant chuckled, seeing that June was starting the roleplay. The Crystal Prince walked into the bedroom, hearing June close the doors behind him. A playful smile formed on Valiant’s face as a thought popped into his mind. 

“Miss June,” he called. 

“Yes Prince Valiant?” 

“Would you mind helping me undress?” 

The “maid” blushed, but smiled nonetheless. June walked over to her “master” and began helping him slip out of his shirt, she paused for a brief moment, taking in his broad, muscled chest. Valiant had kicked off his boots on his own, this may be roleplay, but he wasn’t going to be jerk and have her remove his shoes like that. Once that was done, June lowered onto her knees, putting her at waist level with Valiant Heart. She then unbuckled his belt and pulled down the zipper, and finally releasing the button. 

June carefully hooked her thumbs into the waistband of Val’s underwear and pulled down, dragging the pants along with his drawers. When his pants were around his ankles, June raised her head to see that her husband/ “master” was already erect. There were a few things that June learned about her husband during the night of their honeymoon. 
One of those things was: being the son of the proverbial “goddess of love” came with some perks. Perk number one: he was very well endowed. Not only in length but in girth as well. Perk number two: Valiant had good stamina, which was good since June did have a lot of it from farming most of her life. 

June wanted to start pleasuring Val, but since this was a roleplay, the “master” never gave such a request, so she just stayed sitting on her knees, looking up at a now blushing Valiant Heart. “What else may I do, Prince Valiant?” 

Val silently gulped, this was already getting him hard and aroused. Seeing June in that maid getup and acting this way was making it hard for him to just throw his curvy, voluptuous wife onto the bed and start making love to her, but he knew skipping to the main event would just spoil the fun of it all for the both of them. So, putting on his best “royal prince” look, he looked down at June and gave a lecherous grin. 

“Well, Miss June, I am feeling a bit pent up, perhaps you could help me?” 

“Of course.” 

“That’s good.” Valiant reached out and cupped June’s left cheek. He then pulled his hand away and walked over to the bed, sitting on the edge with his legs spread open. “Then, would you mind using those impressive mounds?” 

June inwardly giggled at how he worded that, but got the gist of it. “As you wish, Prince Valiant.” 

The voluptuous maid sauntered over to her master. Apparently she anticipated that he’d make a request like this, because Valiant was sure that the maid outfits didn’t have any buttons close to the breast area. But this one did, and June unbuttoned all three. Her large rack practically busted out like a couple of convicts seeking to escape jail. They bounced for a little bit before settling, the fabric around the chest area seemed to pull back, giving June’s breasts room to move back and forth comfortably. 

Apparently she wasn’t wearing a bra either, because Valiant was getting an eyeful of her tanned skin, with a small dotting of freckles. Her areola and nipples were a darker pink, both nipples were already erect, practically telling how June was feeling right now. She inched herself closer to Val, cupping each of her breasts in either hand. She parted them and leaned forward, watching as the prince’s “scepter” was now taking up the vacant space between her cleavage. 

June let her breasts come back to their original position, practically sandwiching her husband’s dick between them. Valiant released a satisfied moan, feeling June’s warm, marshmallow-like mounds press against his manhood. June released a shuddering breath, the heat radiating from his erection was spreading through her tits, making her cunny drip with greater arousal. June looked up to her “master” seeing his content smile, he then looked back down to her and nodded his go ahead. 

The voluptuous maid pressed her breasts together harder, smushing his dick between her tits. She then dragged them upwards slowly, and then back down at the same speed. Slowly but surely she used her breasts to jerk off Valiant’s dick, feeling the erection pulse like a heartbeat between her cleavage. It was a little rough for a few seconds, but that changed when his dick started releasing copious amounts of pre-cum, greatly lubricating the space between her breasts and allowing her to glide her fleshy mounds with greater ease. 

Valiant leaned back on his hands, closing his eyes to allow himself to simply concentrate on how good June’s titfuck was. Their first time around he was surprised to find out how good she was at using her generous rack to pleasure him, despite that being her first time having sex with anyone, she was good at it. Valiant released a throaty moan, feeling the speed at which June rubbed his dick increase to a faster pace. 

June was moaning as well, becoming more aroused as she felt Valiant’s dick slide up and down in her cleavage. The first time she did this she never knew it could feel this good to do something like this with her breasts. Whenever she masturbated, June would give her tits a firm squeeze, enhancing the pleasure she received from her fingering at that time, but, and she’d deny it if someone asked, occasionally she’d suck on her own nipples as if breast feeding herself while she masturbated. It felt naughty and kinky, but oh so hot and right. 

Lewd noises could be heard from where Valiant’s dick slid between June’s breasts. Faster and faster she rubbed, pressing them closer together to increase the pressure surrounding Valiant’s manhood. Valiant could feel a pressure building at the base of his penis, his balls swelling with their pent up load, ready to release it. June looked up, hearing the quickening shallow breathes as he struggled to hold on until the last minute. She knew well the sounds of her love when he was close, as too did he know hers, so without delay she asked. 

“P-Prince Valiant, w-where do you wish to r-release it?” 

Valiant looked down to her, drinking in the image of her ministrations on his cock. “B-Between them!” 

June smiled and doubled her pace. His dick pulsed with greater ferocity, swelling just a bit before, finally, releasing his load. June smushed her breasts together, completely swallowing his dick in her cleavage as she felt his penis spurt out his thick wad of cum. 

Valiant threw his head back, grunting in bliss as he released one large spurt after another. June could feel every strong release of his penis through her breasts, along with the gooey, warm substance that was coating them with each passing second. The feeling of his cum filling up her cleavage made June’s pussy trickle some of her love juices onto the floor. 

Soon enough, Valiant ceased his cumming. June’s cleavage had excess cum bubbling up like lava seeping through cracks in the Earth’s crust. Slowly she released his dick from the warmth of her bosom, not surprised that it was still very much at full mast despite cumming as hard as it did. 

June looked down, inspecting the damage. As she expected, the space between her breasts, as well as both of her tits, were coated in thick globs of Val’s seed. Normally this would’ve probably repulsed her way back when, even the mere thought of allowing a guy to use her breasts like this didn’t sound very appealing and off putting. But, the first she did it during their honeymoon, she could see the appeal. 

June looked up at the panting form of her husband, now giving her a satisfied, lopsided grin. “You were really backed up, Prince Valiant. Surely it cannot be healthy for you to neglect your personal needs like this.” 

Valiant could’ve laughed at this whole thing, and from the look in June’s eyes, he could tell she was too, even that smile of hers had a hint of the amusement. “I believe you’re right, Miss June. But I don’t think it’s fair that I’m the only one whose needs, need tending to.” 

“Y-Your Highness?” 

“Stand up please,” asked Val. 

June did as he asked, finding herself on wobbly legs from being in that position for so long. Some of Valiant Heart’s cum dripped off of her tits as she stood before him, he then eyed her up and down and leaned back as he grinned. 

“Would you lift up your skirt?” 

The former farm girl became a little redder, but complied with his request. She placed her hands at the hem of her skirt and pulled up, revealing her wet pussy for all to see. Just as he had suspected, she wasn’t wearing any panties, save for the garter belt strapped around her waist that held up her stockings. Valiant leaned forward and reached out with his right hand, he turned it upside down and slowly pressed his fingers against June’s wet sex. 

“Aaah~” June mewled. 

“Well, well, well, you seem to be quite pent up yourself, Miss June.” 

Valiant raised his middle finger, pushing it slowly past her labia and into her tight entrance. June stiffened as a jolt of pleasure shot up her spine, robbing her of her voice for a moment as she felt the callused digit enter her depths. 

“It’s not good for a Prince to have a member of his maid staff be this pent up as well, and certainly not after how well you serviced me.” Valiant wiggled his finger in her cunny, causing June to release cute moaning sounds as her legs shook a little. “Why don’t I help you now?” 

Despite how good it felt, she still had to keep up the act. “I…Prince Valiant I cannot accept that! I am your maid, it is my duty to please you! Please do not concern yourself with my…carnal needs.” 

“Hmmm…” Valiant pulled his finger out of June’s pussy, making a slightly annoyed noise at how her love tunnel was no longer being attended to. Suddenly, Valiant snapped his left hand’s fingers. “Ah-ha, I have a solution!”

Valiant made a motion for June to come closer, he then leaned up and whispered something into her ear that made her blush even harder. When he pulled back, Val had this look on his face as if saying “Well?” 

June nodded her head slowly, still a little unsure. 

Valiant Heart gave her a peck on the forehead, helping to reassure June and to bring a smile to her cute face. With that done, Valiant scooted back on the bed until he was laying down at the center of their mattress. June took a calming breath before climbing onto the bed as well. 

She kept crawling up until she was passed his head and shoulders. She then turned around slowly crawled over Valiant. When she was done, June was now looking down at her husband’s penis, while Valiant had an unobstructed view of his wife’s sopping wet pussy. 

June was little self-conscious of herself in this moment, she wasn’t overweight or anything like that, she was, as was said before, voluptuous. But that still didn’t make her any less worried about her weight, which was more muscle than fat. Inwardly she was afraid of putting too much weight on her lover and accidentally hurting him, not only would that be embarrassing as all Tartarus, it would also make June very remorseful and sad that she injured her husband in such a way. 

“U-Um…P-Prince Valiant…I-I’m not sure if this is…safe for y – OOH!” 

Valiant and placed both of his hands on June’s round ass, giving it a firm squeeze as he kneaded her generously luscious bum. “You say something, Miss June?” 

June wanted to speak again, but Valiant squeezed a little harder and made her release a squeal of pleasure instead of actual words. She understood where he was going with this. Don’t think about this and that, just enjoy it. With a sigh, June returned to the task at hand. She looked back down at Valiant’s throbbing penis, the stench of his previous orgasm was still strong on it. The heady aroma made her head spin, and made her mouth unconsciously begin to open. 

Valiant tugged a little on June’s ass, making her lower herself further within range of his mouth. June’s aroma was just as strong, he then moved his hands lower to either side of her folds and used his thumb and index fingers to spread apart June’s labia, giving him a perfect view of her wet entrance. Valiant extended his tongue, licking at the light pink labia that surrounded her honeypot. He felt June shiver from the contact, Valiant gave her love button a quick flick with his tongue and June released a blissful squeal of delight from the action. 

June couldn’t let herself be too enthralled with how good Valiant was making her feel, she too had to return the favor. June lowered her head to the, well, head of Val’s penis. She licked the tip, causing her husband to squirm with pleasure. The taste wasn’t bad, considering it was still a little cum coated. 

Slowly, June licked around the tip, moving towards the shaft, making sure to coat it thoroughly in her saliva. Once she was sure it was glistening she opened her mouth and lowered her head. June clasped her mouth over the tip, and slowly worked the rest of the cock into her mouth. 

Valiant paused for a moment to enjoy the warm, wetness of June’s mouth, feeling her teeth lightly graze his shaft. He couldn’t let himself fall behind, so with that in mind, Valiant pointed his tongue and gently pressed it forward against her hole. There was only a slight amount of resistance, but in the end her pussy widened to accept the intruder as he pierced all the way in. Val heard June moan, feeling the vibrations echo through his manhood, further increasing the blissful sensation of her blowjob. 

Both man and woman worked to satisfy the other, June bobbing her head up and down, gradually working more and more of his cock into her mouth and down her throat. And Valiant, wiggling his tongue around inside her, licking at her inner walls and moving his head back and forth in light pumping motions. Both were tasting the other, Val’s pre-cum flowing out with each suck, and June’s juices flowing with each subsequent lick and flick of the tongue. Sensual moaning and animal like grunts filled the room as the couple worked to bring the other to orgasm.

Pressure began to build within June’s abdomen, her loins dripping like a leaking faucet. Val’s balls and shaft began swell up, preparing to release its load for a second time. Both could feel the other’s orgasm approach and doubled their efforts to push their lover over the edge. 

Their efforts bore fruit when June drew in the whole of Valiant’s cock, feeling a burst of cum shoot from the head and pour down her throat. At the same time, Val was treated to a deluge of his wife’s love juices, splattering over his face. He opened mouth, drinking in all she gave as he continued to feverishly lick her. The man and woman groaned and moaned in bliss into the other’s sexes, riding out their orgasms to the limit. 

After a few seconds, June pulled up, swallowing Valiant’s thick spunk down her throat, feeling it fill her stomach. She then rolled to the side, gasping and panting as sweat trickled from her body. Valiant took in his own breathes of air, licking his chops of the excess womanly cum June had released onto him. He propped himself up on his forearms, looking over his wife as her large breasts rose and fell with each breath she took. 

Valiant got up and maneuvered himself till he was at June’s legs. Gently, he parted them, pushing the skirt up just a bit to look upon her still moist slit. June looked down, seeing the hungry look in her love’s eyes and wanting to receive even more of that lust and love into her. With some strained effort, June parted her legs even more, allowing Valiant better access. Valiant Heart crawled up to his love and propped himself on his hands, positioned on either side of June’s head. 

With his left hand, Val reached down and guided his penis to the sensitive and wet folds of his lover. He looked to June one more time, making sure that she was ready. June gave him a slow nod, smiling with arousal as she awaited his entrance. Valiant Heart pushed the head of his penis against June’s labia, feeling the warm folds part as he pushed further into June’s pussy. 

June threw her head back, moaning lustfully as she felt her husband’s manhood pierce into her depths, feeling her inner walls expand to welcome the intruder further. Valiant grunted and moaned in pleasure, feeling the heat of her insides encompass his length. June gripped the sheets of their bed, still feeling his cock dive further into her, almost wondering when it would bottom out. Her wish was soon granted when the tip of Valiant’s penis pressed against the entrance to her womb, causing her to release a sharp gasp upon contact. 

Valiant was completely hilted in June. He didn’t start right away, wanting to savor the feeling of his lover’s hot, moist hole for a little bit before ravaging it. Valiant looked to June again, her blush had completely overtaken her face, making her freckles stand out. 

His sapphire eyes met her emerald eyes, and the in that moment the two felt it, love. Gone were June’s anxieties and fears of not being a proper royal wife, or that she had shackled him to a life with a woman who was not of the same status as him. For all Valiant could see was the woman he fell for, and the man whom June fell for. 

With their emotional connection established, Valiant drew back his hips. June unconsciously released a whimpering sound upon her love tunnel becoming somewhat vacant. But that was quickly replaced with another sharp gasp as Valiant thrust back into her, causing her magnificent bosom to jiggle from the motion and force behind it. 

Valiant started with short humping motions, working June’s inner walls and building up her arousal. June moaned and mewled with bliss, feeling her pussy contract and expand with each thrust. With each exit and entry more pre-cum and love juices were released into the fleshy canal, further lubricating each stroke until it was a smooth motion. 

The Crystal Prince lowered his upper body, and raised his lower half. June barely had two seconds to register what he was doing before Valiant drew back and slammed into her, causing June to release a loud yelp of pleasure. Valiant began thrusting hard and fast into June, causing the bed to squeak slightly. Wet slapping sound echoed within the room as Val’s hips met June’s, along with the lewd “shlicking” noise of each penetrative thrust. 

June began to moan loudly, almost screaming as she relished the feeling of Valiant fucking her with such passion and lust. Valiant looked to see June’s bouncing breasts, he then found the right bosom and latched onto it, suckling from it as he continued to fuck June harder. 

The former farm girl screamed in lust even louder, the combination of having her breast sucked on while being ravaged was driving her over the edge. Her eyes rolled up, her mouth hanging open as she let herself be consumed with passion, lust, and bliss all at once. Valiant could feel his orgasm building up once again, and so too could June. 

“V-Val…! I-I’m going to…to…! AAAAAAHHH~”

June’s pussy clamped down on Valiant’s dick, or tried to at least as Val continued to hump her through her orgasm. Valiant gave June a couple of good, hard thrusts before hilting inside her and coated her pussy with cum. June’s tongue hung out of her mouth as her orgasm was made more intense by feeling Valiant’s hot cum fill her womb and love tunnel to the brim. The excess amount found its way out of June’s pussy, spilling out onto the bed sheets. Val continued to suck on June’s teat, fueled by his orgasm and the lustful screaming of coming from his wife. 

What felt like an eternity in bliss finally ended. Valiant propped himself up, panting and sex fatigued, sweat rolling down his muscly form. June’s eyes were closed as she let the afterglow set in, her maid outfit clung to her body, moist with sweat and other fluids. Valiant pulled out his softening cock out of June’s honeypot, watching as his spunk flowed out like a small river out of her. 

His hand glowed as he used his magic to left June up and reposition her so that she was facing the head of the bed like he was. She was limp and tired, so she really didn’t mind being lifted up in the warm glow of magic. With another wave of his hand, Valiant removed the bedsheets and placed June back onto the bed. He then pulled back on the sheets, covering them both as she snuggled up to his wife, drawing her in close as wrapped his arms around her soft tummy. 

“Mmmm…Val…” 

“Yes, June?” 

“Your thing’s pushing against my butt,” said June in a rather playful tone. 

Valiant chuckled, now noticing it himself. “That it is. Want to try that next?” 

“Yeah, one fetish at a time. I’m beat now…” June released a yawn, wearing a goofy grin as she closed her eyes. 

“Alright.” Valiant agreed, all the stress from the meeting he had this night had been forgotten, and now the peaceful afterglow was starting to call him to slumber. 

June glanced to Valiant, cracking her left eye open, while Valiant did the same. 

“I love you, Val.” 

“I love you too, June.” 

The lovers shared a quick peck and soon both were sleeping contently.