Bab's Full of Seed

by articunos bitch

First published

Babs Seed builds a harem of her own little colts, with not so little colthoods.

Wandering a strangely familiar landscape, Babs finds companionship in young, blank flank foals she meets. All of them are strangely large in the most curious of places, and Babs can't let them wander around her as exposed as they are.

Warning: Contains foalcon(some characters are older, some are younger). Contains reverse harem. Contains sexually deviant Babs Seed.
Cover art created by the most talented InuHoshi-to-DarkPen.

Intro: Shining Armor

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Babs rolled over and reached for her alarm clock. Even if it wasn’t going off, she still wanted to hear the news of the day, but she could find neither clock, nor bureau where it stood. Instead, she heard a splattering sound each time her hoof hit something, something cold.

Squinting her eyes open, she got a face full of grass and dirt. Pulling her left hoof toward her, she added mud to her complexation. Rolling onto her other side and trying to stand up, Babs saw she was no longer in her bed, or any bed. She woke up outdoors, in a sea of beautiful, pristine green grass, with a north morning blowing into her back. Dropping her ears and head to the ground, she accidently exposed her nethers to the wind, sending a cold but pleasant chill up her spine, invigorating her.

Standing again, she was struck with a sense of deja-vu looked around, searching for a landmark, the largest one staring her right in the face. An ocean, with the sun rising out of it was the largest thing she could find. She was about three kilometers from its sandy beaches, since it was sunrise that had to be roughly east, and a river was about four south of her, a steep hill lay beyond that, and several islands dotted the coast. Closing her eyes, she tried to figure out how any of this was familiar.

Gritting her teeth, she imagined herself looking out at Manehattan from Taggart Central Terminal, she had eaten at the Galt Club with her parents often enough, she knew what to look for. The Statue of Friendship was northeast. The Kamanchee River was south, Jacks south by southwest, and her home was…east, inland.

Babs Seed opened her eyes in defeat. If she was in Manehatten, she would be standing right where her house was. Sighing, she looked around at the rolling hills of grassland that sat in a duplicate of her Manehatten’s terrain, assuming the whole city did not disappear overnight, leaving her, of all ponies, lying undisturbed.

Shaking her head, she almost laughed. “No, no, no, no, no, no.” Her cousin Applebloom had seen some pretty crazy things in Ponyville, some crazier and amazing things since Twilight Sparkle had moved to town. If this was real, everything would be set back the way it should be soon, and she had nothing to fear. And if it wasn’t real, if this was some kind weird dream, it didn’t matter anyway.

Broken from her train of thought, Babs looked down at her belly, feeling just how empty it was. Serves me right for skipping dinner and going straight for the booze. At least she wasn’t hung over, again. Razor Blade didn’t like her showing up at her salon hungover. But when Razor Blade bought drinks for you without asking, she didn’t like to see them sit there and go to waste. Some good old fashioned grass sounded fine and dandy this morning; being the only thing on the menu did not hurt the matter.

Bending down for a big bite, Babs felt the wind try nipping at her marehood again. This time she swished her tail to cover her scissor Cutie Mark to allow this guilty pleasure of hers. She could toss her tail right onto her back, offer the wind no resistance at all, but a little resistance did make it special. Twisting her head at the pleasure, Babs smiled, almost letting a mouthful of grass fall from her jaw. Finally the wind died down and she shivered, feeling awake and ready to run a marathon.

Babs had taken up running shortly before getting her Cutie Mark. Not just running but training for an entire triathlon. Not that she intended to win, or even enter soon, but she wanted to compete one day. After finding her special talent in cutting everything from hair to paper to cloth, she changed her exercise routine to include weight lifting, to build strength, not muscle mass. She often found it difficult to explain how sexy she felt after an intense run or few hours at the gym, but she knew those were endorphins talking.

It wasn’t until one day five years ago she was climbing out of the shower at Sweet Apple Acres and got a new view of herself from the bathroom mirror. Is that…MY ass? Am I a marble statue or somet’in’? She saw how tight her skin was stretched over her taut, firm muscles, but she had seen that every time she looked at herself, it was not news to her. She spent the next five minutes looking over her body, concluding she needed another opinion before she jumped to conclusions about her being so…fucking hot!

Applebloom said she looked really good when they meet at the train station. Applejack, Big Mac, Sweetie and Scoots all said variations of the same compliment. It wasn’t until she went out to the new night club in town with the other Crusaders that she tried dancing and realized just how many eyes were on here, and so many were full of lust. She nearly let herself be taken home by a young stallion, Snips was it? He had a Mark similar to hers, and he knew how to sway her to himself. In the end she was rescued by his friend and his girlfriend dragging him away for one reason or another.

Babs pushed herself to maintain the body she saw in the mirror that day, and received an endless stream of compliments and flirts. Stallions and mares of all ages, sizes, and monetary holdings wanted her.

With her belly full, Babs decided to walk west. No point standing around, she needed to find someone else, maybe they would know what happened, and to her east was a sea. Cresting the hill normally up the street from her house, Babs searched far and wide for something of interest; all she could see was the next hill.

** ** **

After hours of a hiking, up and down hills and across simple plains, Babs drank her fill from the stream she was following for the past hour. Wiping her lips dry, she thought she saw movement out of the corner of her eye. Whipping around, she found herself face to face with a young unicorn colt; alabaster coat, three shades of blue in his mane, and a blank flank. He was bracing himself to dart away, his head low, one front hoof raised, he looked scared as hell. Ever since returning from her first trip to Ponyville, the only thing that interfered with her making friends was her body’s shape. Some stallions were too intimidated by her muscles to approach her, despite her usual smile and cheery attitude. Others figured she was simply gay, which was only half true. Even some children assumed she was a beast and might tear them apart if they misbehaved around her, this colt looked no different.

“Why hello. What’s your name kiddo,” Babs asked in her humorously thick accent.

The colt started to shy away and duck his head. “M…my name’s…Shining Armor,” he squeaked out.

“Almost didn’t catch that. ‘Shining Armor’ you says?” The colt nodded.

Giving her voice a sense of drama, she said, “My name’s Babs. What’s you doin’ here? With a name like that, you’s should be off on an adventure! Rescuin’ a princess from a castle, slayin’ a dragon, getting’ riches and bit-LADIES galore! Now, why are you here? Are ya lost?”

The colt kept his head down and nodded.

“So, why’s ya from?”

“Canterlot miss.”

“Ya know how ya got here?”

The colt shook his head.

Babs took a few tentative steps forward. “Look Shining Armor, I know you’s scared. And lost. So am I. But you don’t have t’ be scared of me, I wanna help you. But you need to tell me ‘bout yourself. Can ya do that?”

The colt slowly look up to her, clearly scared. “I just woke up here this morning. I tried going back to sleep, hoping that I would wake up in my own bed again, but it didn’t work. I miss my mom and dad, and even my little sister screaming…” His eyes teared up quickly.

Babs wrapped her front leg around him and pulled him close, letting him cry into her chest. Shining cried and tried putting his little legs around muscular frame, nearly hooking his hooves below her shoulder blades. “Don’t you worry none. I ain’t gonna let no-one hurt ya. You’s safe with me. I promise.” Babs gently patted his back.

The colt held many tears in, he had his pride to consider, even around a mare who looked like she could rip him in half. Pulling himself away, he looked her in the eye again, and saw how genuine her smile was, how brightly her eyes shown, he was held in awe by her shadow blocking out the sun, giving her a halo around her head. Standing up proud, he declared, “I’m ready to go with you Miss Babs. You help me find me family, right?”

“I don’t know if we can, but I’m gonna keep you safe until you do. Now, you’s seem pretty hungry. You eattin’ yet?” The boy shook his head. “Well, look around you! There’s more grass than you can eat in a lifetime! Have much as you want. And be sure to drink plenty water too.” She stomped a hoof in the stream, trying to splash him.

Shining Armor leaned down and picked a nip of grass before looking up to her expectedly. “Come on. You can do better than that. We got a lot’ta walkin’ ahead of us. And I don’t wanna hear, ‘Miss Babs! Can we stop for a snack again? I’m thirsty!’ Drink up too. I don’t know when the next time we gonna find a river is.”

He leaned down and grabbed a mouthful of grass and chewed thoroughly. Babs herself sat down and gave her hooves a short rest. She watched Shining trot between the tallest patches of grass, chomping down bites with more comfort than before. He looked up to her and smiled, filling her heart with joy at the thought, I think he trusts me. The last thing she wanted was to let him down. After eating his fill, he stepped onto the bank of the stream and leaned his face down to the surface, his tail wagging back and forth, giving Babs a clear view of his young testicles and penis.

Oh…my…word! She might have to ask him how old he was again. He spoke like a child, looked like one, acted like one, he trusted her like a child, but that was not a child’s cock. From where she sat, it looked almost as long as his torso, threatening to pass his front legs. It had a healthy length/width ratio, it’s raw dimensions would have been a prize on a full grown stallion. Being taller than him had not given her the chance to see it before, for which she was grateful. Cocks of all sizes drove her cheeks to fluster and her hinds to overheat. Closing her eyes, she began reciting the mayors of Manehatten in reverse order, it always got her mind off sex.

Babs Seed lost her virginity to a stallion she had her eye on for months a few years ago. He came into her shop, wanting something new, and she gave him a new style every time he sat in her chair. Almost a year past, and he asked for her business card, which she sneaked her personal phone number onto. A week later they were throwing back shots and stumbling around Jacks after midnight. A date every week lead to him inviting her into his bed and an unforgettable night. She would call it a marathon, lasting two hours, but she knew nothing yet.

He was into swinging, and when they were meet up with a couple he knew, Babs slept with the second stallion in her life, after meeting him only hours before. Their swinging club gradually grew bigger, and ‘switching partners’ became ‘sharing floor space’. Babs Seed’s first orgy was as unexpected as it was enjoyable. She was(the only one) still trying to work up another climax by the time the sun was rising, and she had been touched with the sperm of five stallions and lubrication of four others mares all somewhere on her body.

The orgies continued on average twice a month, and she was a hit with everyone. All the stallions(typical pony, bat, zebra, males of any other race too) all complimented her, confirming she had one of the tightest vagina's they ever had, many saying it was her flanks of steel. All the mares(of any race) congratulated her on her ability to eat their own pussies, even though her first orgy was the first time she touched a mare.

Babs often found herself seeking out new ponies to join the next one, and discovered her own growing interest in mares. Sometimes not waiting until the next ‘party’ as she came to call them, she took them into her own bed, and blew their minds with her own techniques. Babs grew distant from her original boyfriend, fortunately neither was heartbroken. He accidently got another mare pregnant and agreed to marry her to ease her fathers’ mind about his grandchild growing up fatherless. Babs herself had been taking birth control since she became an adult, and was very happy with her lifestyle, confident she would tire of it someday and settle down with a good stallion with a child of her own.

“Miss Babs! I’m full. Do you want to go now?”

Babs shook her head, realizing her cheeks were still hot and she might smell of arousal. “I’m sorry? Oh yes! Let’s go! We’re headin’ west. I came from the east, any further than where I started an’ you wind up in the sea.” Walking at a slow trot kept her at pace with the colt who was bearly keeping up.

“Miss Babs?”

“Yes Shining?”

“Um…Ithinkyourpretty.” He blurted out suddenly.

She felt that sense of pride again, forgetting for a few seconds the emptiness between her thighs. “Thanks kiddo. Always tell a mare that, if it’s true. And if it ain’t, just let it be.” She ruffled his mane.

** ** **

The sun was going down, and Babs was worried about what she and Shining Armor would do for shelter. At the very least she wanted a fire to keep themselves warm. Cresting the next hill, Shining ran ahead of her and jumped for joy. “Trees! Miss Babs, there are trees down here! Come see!” He bolted ahead of her and down the steep slope, making a beeline for the seemingly random wood in what otherwise had been am endless sea of grass and hills all day.

Opting for a gallop herself, Babs was down the hill and standing at the tree line when Shining came up to her, holding in his mouth, “A book of matches? Shining? Where did you find these?”

“They were just sitting on the ground. I looked inside already, there aren’t many left. But maybe we can get a fire going?” His tail wagged so hard his flanks were shifting with it. He truly was a child, such sure, firm belief that things would be okay with these two miracles.

Near a small brook and the edge of tree line she dug a fire pit and ringed it with stones while he gathered dried branches for a campfire. The forest floor was covered in pine needles poking at the less furry places on her body in unpleasant ways, but simply rubbing her belly into the ground was enough to lessen her burden. His book of matches was a collection of three duds, and a successful hit on the last one. With a crackling fire to light them, the two ponies sat comfortably and chatted about the world they knew yesterday. While he sat comfortably, Babs had to constantly reprimand herself for staring at the giant foal dick in full view of her while they were on their haunches. Shining did not appear to notice her avoiding it at all, childhood bliss.

“Miss Babs? Do you think we will wake up in our own beds tomorrow? Will this all be a dream?”

“I dunno kiddo. I hope so. I don’t wanna wander aimlessly all day again.”

He walked around the campfire and sat next to her, his dick mostly hidden by his front leg. “Well, I like you. I don’t want to stay wherever this is, but I don’t want to leave you either.”

He looks so cute when he blushes. His blush did shine well through his bright white coat, and he did not shy away, surely he felt the heat in his own face. Shining wrapped his legs around her again, this time she felt the tip of his colthood grazing her fur. Only she accepted it, hugged him back, and tried to forget such an uncomfortable thing about this sweet moment.

“Can I sleep with you tonight Miss Babs?”

Not like most ponies do. “Sure. You’s sure you ain’t afraid of a girl?” She lay on her belly and scooted away from the fire, giving him the pine needles she warmed up.

“No!” He declared proudly, laying his body down. “I’m not…” A pained look came over his face as he stood up again. “Other kids might be scared of girls, but not…me.” Trying to set himself on his belly again proved difficult, and irritating for some reason. “I…I-“

Worried for him, she asked, “You okay little guy? What’s wrong?” He looked away. “I can’t help if you don’t tell me the problem.”

He did not look at her but did move his lips. “Say that again Shining. Louder. Louder. Say it so I actually know what you’s sayin’.”

Mouthing the words did not help, nor whispering them. Finally, “My privates hurt.” He squeaked.

“Uhh, what? How…What d’ you mean?”

“When I lay down, the needles poke into them, and they hurt Miss Babs.” He flushed a deep red and turned his face away.

Babs swallowing her discomfort and tried playing Knowing Big Sister, and a good sister would not turn away when her little buddy needed her. “I don’t know a lot, but if you let me look at it, maybe I can help.”

Shining looked worried as he shifted his body to face her straight on, his dick standing tall, just as long as she had remembered seeing it earlier. It stood erect, the flat tip right below the crook of his front legs, thick as his forelegs, veins traced around it from stem to stern, bulging out of the black flesh. Babs’s breath deepened, her pace quickened, she nearly slapped herself for starring at it too long. Leaning down closer she took a better look in the campfire’s light.

“So, uh, where does it hurt? Just the penis, or the testis?”

“My…testis are okay. It doesn’t even hurt too bad. It’s just…” He searched for the right word.

“Sensitive?” Babs offered, running her hoof up his cock.

“Yeaah.” He looked her in the eye as she stroked his cock lightly, his mouth hanging open, words caught in his throat.

Realizing how much pleasure he was getting from her hoof she snapped it back to herself. “Oh geez. Kid, I got some good news, and some bad news.” His eyes closed, he looked about to cry. “Easy, easy. I know what your problem is; it’s sensitive ‘cause it’s too big. I know how to relax it, but I ain’t gonna do it. You gotta take care of it youself. You know how to jack it?”

“I…don’t have a coat…” He looked around in confusion.

She chuckled. “Nah buddy. Guess not. C’me here, lean up ‘gainst me.” Sitting up on her haunches, she opened all four of her legs and invited him to sit with his back to her. His tail and back pressed against her belly, he looked up to see her kind and caring face smile down on him. All at once, his worries seemed lesser; the sky wasn’t so dark, the wind was a little warmer, he remembered how much he hated his little sisters cries. Her front legs wrapped around him; one holding his barrel, the other sliding down and up his leg until she stroked the base of his cock.

“A’right Shinin’. First, if you don’t like what we doin’, I’s need you to say so. Got it?” He nodded. “Any or questions you got, ask ‘em. Ain’t such a thing as a stupid question. Now, to ‘jack it,’ or ‘jack off’, masturbate, you gotta grip your cock, like this.” Babs’s hoof firmly grasped it near the base. Not too tight to hurt him, but he knew she meant business.

“Now, you gotta go slow, and stroke it up an’ down. Up, an’ down. Up, an’ down.” With each direction she pumped his meat slowly, trying to build up a sweat on the colts’ extra-large dick. Shining shivered and flicked his tail subconsciously, unknowingly brushing his hairs against her sensitive teats and vaginal lips. Babs was no stranger to reach-around’s, but by themselves they were just boring. She often had a hoof in her own genatials, or a wing to preen, or a horn to play with. Her hoof ministrations were not alone for long, she took his little horn in her mouth and began to lick and gently suckle on it, causing him to initially gasp and the new contact. “It’s okay. I’m just getting into it.” She tried soothing him, kissing his horn. “You got a lovely horn Shining Armor.”

Shining gasped again, the pressure on his horn much more glaring than between his legs, where her pace slowly quickened. “Miss Babs, please stop. Miss Babs!”

Stopping her hoof where it was on his cock and pulling his horn off her mouth, Babs felt a rush of excitement. His cock was the perfect size for her hoof. His virgin squeaks and squeals were giving her a rush she only felt when doing something new and sexy, which this was for both of them. Babs looked down and smiled again, her face full of care, and unbeknownst to Shining, lust. “Yes?”

“Um. Could you…not, touch my horn? Please?” He remembered just mow muscular her body was, and how frail his childhood body was. He still had a few teeth to loose, he didn’t want to upset her and make him loose them the quick way.

“Oh darling, course I can.” She nuzzled his cheek. She stroked his pride again. “But you’s still pretty big down here. I can’t just leave you be, but maybe something else will work.”

She stood his body up straight, she slid from behind and kneeled down if front of him, his meat inches from her face. Taking a deep breath, she inhaled the scent of his sweat, driving her to hike her tail, wanting him to plunge it deep in her nethers. Babs smiled up at him; he was still the little boy she met today, same innocent face, the same look of embarrassment when he admitted she was pretty, and the same girthy cock she had been trying not to think about half the day. Without another word Babs opened her mouth and took it almost to the hilt.

Breathing through her nose, Babs tried wrapping her tongue around the impressive width and closing her lips with as much force as she could. Savoring the feel of it against the roof of her mouth, Babs pushed it just a little deeper before pulling her new fuckstick entirely out again. She looked to Shining who had gone bug-eyed, the rest of his body was stiff as a board. “Honey, this is one big cock you have here. Once I’m done, it should shrink a little bit and be less sensitive, for a while. I know it’s new but don’t be scared. I’m right here.”

Babs looked to where his cock met his body and dropped her head down until he triggered her gag reflex. Slowly pulling him half way out of her, she bobbed her head again, working to a pace she was comfortable with. He was quiet through the whole experience, until her hoof snaked up and rubbed inside his thighs. His squeks reminded her of this being his first time, her mind was preoccupied with what else she could do with this dick. Pulling her mouth off his head, she smiled sultrily at him. “Well Shining Armor? How are you doing so far?”

His hooves were shaking, except for the hind leg she was still stroking. His eyes were still wide, but he gave a slight nod, signaling her to keep going. Babs moaned like a mare in heat: it was not fully intentional, it was just what she did during blowjobs. She liked her stallion thinking she needed his cock, as if she had been waiting for this moment all day, her tail hiked, ready to receive him and all she needed was to lube him up first. Her moans were short and heavy, looking into his eyes she pushed him onto his back and stood on all fours and like a screw gave her head a swirl with every bob.

Shining was in his own world of confusion and pleasure. Whatever Miss Babs was doing was working up something in his penis, he felt an unfamiliar pressure building. Babs was in her own world of carnal need. She saw his eyes squinting, and he needed to know something first. Withdrawing his head from her mouth, “Shining, you’s said I was pretty. Did ya really mean it?” She gave his cock a few strokes.

He nodded.

“Sorry buddy. Didn’t catch that. Speak up,” she whispered, leaning her nose to touch his.

“Yes!” He blurted out. “I-I mean you are really pretty. I really mean it!”

She turned back to her hoof slowly pumping on his dick. “I see. Ya like my freckles?” He nodded again. “Me too. I think they’re the best part a’ my face. Ya wanna give me more freckles? You gotta squirt what’s in ya D on my face. Think ya can handle that?”

Shining’s confusion had long ago built into not caring anymore and enjoying the ride her could not understand. He did understand the pressure in his penis was getting worse, but it didn’t feel like pee. And if Miss Babs wanted it on her face, it couldn’t be pee, so who was he to deny her? “Yes Miss Babs. I think I can.”

“Good. Now I’m gonna blow you again, and when it’s ‘bout to come out, tell me. Got it?” Without waiting for a response she drove his cock into the roof of her mouth again, straining her gag reflex as it pushed back. Shining felt it grinding her roof, and could not understand how such a touch would work up the still mounting pressure. Lying on his back, he watched her mane flopping about, her white freckles highlighting her face, the strong, visible mussels in her shoulders. She did look beautiful, and he did want to see her more so. Giving his hips an experimental thrust, he drove himself into her throat, causing her to gag, her mussels tightening around his prick.

“Miss Babs, I think-“ He was cut off by her grabbing his buttocks and pulling his hips deeper into her mouth while she pushed down with all her might. She kept gagging on him, and she loved every movement of him against her throat, every twitch between her own legs, this was the kind of oral sex she dreamed of. Finally, she heard his gasps announcing his explosion of cum charging up his cock. Pursing her lips and letting a single strand pass between them, she pulled him out of her mouth, too late for two salty shots landing delightfully on her tongue.

Grabbing him and pumping his dick with all her might, she managed to get several more shots to land successfully on her face, blending in with her freckles just as she said. Hot, sticky goo splattered over her, thin strands connecting each glob to the next, as much as she wanted to see it come at her, she had gotten cum in her eyes one too many times. Soon, his shots slowed down and she felt them landing on her hoof holding him. Opening her eyes slowly, her left eye was blurred by white splattered across her eyelash.

Smiling like she had her own orgasm, she looked down at Shining Armor, who had his eyes closed and his mouth half open in bliss. “Buddy? Up here Big Guy. You didn’t fall asleep on me, did ya?”

Opening his own eyes, he saw her with his unknown cum dotting her, and grinning like his mother did when he made her proud. She was right; she was very pretty with twice as many freckles as before. And he made it happen. “Hi, Miss Babs. Did…I do alright?” He hardly formed the words properly, that pressure in his cock was gone, gone!

“Hehehe, how ‘bout I tell ya without words?” Releasing his cock she leaned down and took his lips in hers, shoving her tongue into his mouth and fighting with his. Her eyes were closed so she could not see his bug open, and dart around. He lost control of his tongue, letting Babs have her way with it. She meanwhile slobbered over the inside of his mouth, just as she made him do to her with his dick.

Pulling her face away, she held him tight and rolled over onto her back, his body sitting atop her, face to face. “That was sure hot Shinin’ Are-mer. Ya know what we gonna do now? You’s stick ya dick in my pussy, that’s what. Ya know what my pussy is right?” With a predictable shake of his head, she giggled. “No worries. Raise ya cock up again and I’ll show yers.”

Lifting his hips off her body, she looked at his belly trying to find his extra-large cock, but it seemed to be missing. Looking lower she did find it to her joy and dismay; it was right where it should be, at the normal size of a colt his age. Tilting her head, “What?”

“Huh? Is, is something wrong Miss Babs?” He looked down at his own body.

“But, I just saw, felt, TASTED your cock moments ago! It was huge, not it’s just…normal size. What gives kid?”

Brought back to the verge of tears again, Shining tried not to blubber. “You…said it would shrink smaller if you helped me. You did, and it did. What did I do wrong?” His lip quivered.

Babs knew he was right: that was the point of blowing him after all. But SHE had yet to get off, and here was one of the best cocks of her life, inches from her vag, and it was a proper child’s dick again. She could try fucking with it, but it wasn’t what she expected, and she expected something big. “Ya know what? No. Get down off me.” He obliged. “Get some sleep or somethin’. I gotta get off myself.”

“But, I thought you wanted me to put it in you,” he called out as she stormed off, in the unique way mares do when they need to fuck the first thing they see.

Keeping the campfire in sight, Babs looked around on the ground for the unlikely fresh tree branch she could smooth out and sooth her-Bingo! There was a knot in a tree, just the right height off the ground to equal her hips. “Well, ain’t ch’oo a crooked one? What’s that? You like my flanks? Wanna get to know ‘em?” Turning away from the trunk, she leaned back until her lips felt a smaller knot, just the right size, rubbing just at her clitoris. This will be a funny story for Shining in the morning.

Shining Armor-2

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Babs Seed was not used to waking up sexually frustrated. A herd of booty calls she could make went a long way to satisfaction, along with her natural charisma she could have plucked nearly any pony off the street she wanted. And if all else failed she had an arsenal of toys at her disposal. None of those options were available last night: the crook in the tree was too rough for such sensitive skin, her hoof didn’t bring the penetration she needed, and she could not find anything big enough, and clean enough for her snatch.

Babs groaned and creaked open her eyes, getting a face full of grass and dirt again, right next to her newest friend and ‘companion’, Shining Armor. He was fine this morning, the blow job she gave him last night had sated his dick and he fell asleep after five minutes. Watching him now, she wanted to be embittered to the little rascal, he looked so happy and at peace when he slept; his lips forming a relaxed smile, his calm breath, his big eyes fluttering in dreams beneath his eyelids.

Her irritation nearly evaporated while staring at him. She adored the scamp, it wasn’t his fault his dick shrank back to a normal colthood size. He had wanted to continue last night, and he would have been fiiine no doubt-Am I thinkin’ this ‘bout a blank flank? Getting’ ‘im into my pants? In all honesty Babs could have been called a pedophile already, she fucked a set of twin teenage brothers, it wasn’t her fault, they lied about their age! Fortunately for Babs nothing came of it, she never saw them again and no police came to her door. Still, the idea of molesting a legitimate child was not as fickle as it should have been, a disturbing thought, even in her anxious mood.

Rolling over to her other side and standing up, she trotted behind a tree to relieve herself, and back to the stream for a cool drink. As satisfying as a night of cum in my mouth is, it leaves a foul taste. A cool breeze picked up, driving her to hike her tail and catch it on her lower lips. A chill went up her spine, causing her head to roll and ears to flop about. Her thoughts wandered back to the foal under her care; he was just as lost as she was, probably more scared and confused, and that was before she deep throated him. Now…now would be a good time to see if he was back to his original size. And if not, she could-

Slamming her backside in the water muddied downstream, but she needed to shock cool her most sensitive parts before she outright raped the boy. Even if he had no problem with what they did, he still did not fully understand the situation, no different than alcohol to an adult, something she may or may not have taken advantage of many times before. Have I always been a rapist?

While Babs was thinking her life through, Shining Armor stirred awake, unsurprised to find himself in a small wood with a strangely muscular, beautiful mare. Checking to see if his flank was still blank, he saw Babs cooling herself with her back to him. Slowly walking in her direction, he saw her ears flop and head tilt, like his mother’s always did when she was worried. Reaching out a hoof to her Cutie Mark he asked, “Miss Babs? Are you okay?”

Looking down at Shining, she beamed, her eyes lighting up. “Oh! Mornin’ Shinin’! How’d you’s sleep?”

He gave her what was turning into his typical innocent, adoring smile, complete with wagging tail. “I’ve never been camping before! I loved it! I slept great! I think I dreamed of you last night.” Sitting on his haunches, Babs saw his cock had returned to its previous size, and in her mind he was already hilt deep in her vagina. “I wanted to thank you again for helping me last night. I had a lot of fun!”

“Stay right there Little Fella. I want to see something.” She put her hoof to his chest to emphasize her point as she climbed out of the brook and fought the urge to shake herself dry, she had no intention of being dry in any sense for a while. Strutting past him with a practiced sway of her hips, she stopped suddenly and bent her head down, her backside to him, flicking her dripping wet tail back and forth, exposing her marehood to him. Her fur, pressed flat from the weight of the water sticking to her and smooth from it running off her body, gleamed in the early morning sunshine that made it through the canopy. Babs turned her head and gave him her best ‘come hither’ look: half closed eyelids, tail flicked away from her prey, lips just set apart, her head facing away from her pony. She gave her rump a little shake to get her point across.

Shining saw a dripping wet mare smiling at him. He noticed her mare bits, but he often saw those on other mare so often it was nothing special, although it never occurred to him a mare might intentionally show them off. Tilting his head in curiosity, he wondered why she did a little shake. Maybe she wanted him to return it? “So Buddy. Like what you see?” After a pause her face smiled relaxed a little, “Do you know what you should see?”

“Um, no. You still have a strong butt.”

He blushed when saying the word “butt,” as did she at the compliment. “Thank you Shining. Come over here, let me show you first hoof.” Dropping onto her belly, she positioned her rump raised on her thighs and tossed her tail onto her back. Looking over her shoulder, she saw him starring at her with confusion. “Go ahead. Touch me. I promise I won’t be mad. And you might learn something.”

Tentatively reaching forward, Shining lay his hoof on her cheeks and softly kneaded them, impressed by how firm they were under the wet skin and hair. Rolling over her skin to her Cutie Mark, he fought against her tail to get a good look at the apple seeds in the mouthdle. “Lick it.” Shining stepped back, nearly derping his eyes at the demand. “I like havin’ my Cutie Mark licked. Go on, it’s just fur,” she encouraged.

Sticking his tongue out and running it over her flanks did little to impress him, but she seemed to enjoy it. “Say you like it. Say my Mark’s gorgeous. Say it, please.” Babs quickly went from demanding to pleading for praise for her Cutie Mark. Shining didn’t want to say it in so many words, instead, he leaned down and kissed it as she did to his cock last night. Feather light kisses trailed their way from the bottom of her Mark up to the scissor tip and back, including a tongue lick following each kiss on the way down. “Damn Shining, you know how t’ make a giyrl happy. Keep it up.”

Squinting, she hoped he would trail his kiss to her neck, or vagina. Her breath grew ragged and her ears beat against her head, her tail swishing against his face. His hooves tried wrapping around her strong body, one gripping her soaked thigh, the other groping the base of her tail. Blindly searching for a purchase, his little hoof grazed her clitoris, prompting a heavy moan from her. Looking up, Shining wonder if she was okay, his unasked question answered with, “Right there, kiss me where your hoof if Shining!”

Releasing her, he scooted to her rump, eyeing her tailhole and mare bits again. She said to kiss her, and she kissed him there(more or less) last night, it could not have been dirty like her anus. Sticking his tongue out and gently trailing it up her vaginal lips, she moaned for him again, a sound he was starting to enjoy. Kiss, lick. Kiss, lick. His ministrations earned him an endless stream of praise from Babs before she told him the lightly chew on the nub below.

“AHHHHH! Right there! Yes Shining Armor!” She had not had this much fun with a virgin partner in years. Too often they were intimidated by her skill and size, and her experience if she told them how many partners she had been with before. The colt on the other hoof, he was eager to please, and more scared of losing her than her hurting him. Her climax, denied last night, was creeping closer to her. “Keep kissing me. Rub the nub with your- HHHOOOO, that’s it baby. Just like that!”

Shining felt his horn grazing the dock of her tail, and the building sensation he felt last night in his dick again. His hoof were wet with brook water, his tongue with her vaginal fluids. His hoof slowly worked her clit, each flick getting him a loud gasp and maybe a flick of her tail, which he was starting to enjoy as well. Her hinds spread a little wider as she tilted her head back. “Sick your mouth on it! I’m cumin’. I’m cumin’!”

“Not sure what “cuming” was but not wanting to hurt her, Shining snapped his lips around hers and started slurping at the juices draining from her. Suddenly, there was much more juice and she was silent. Gasping for breath, she remained nearly stock still while her vagina contracted around his lips, as if trying to pull him in. It did not end as suddenly as it began, but he did feel her contractions die off, her mare muscles relax and hear her head drop. When she rolled over onto her back he nearly got caught in her legs and shuffled away.

“C’me here Shining, c’me here. Got somethin’ t’ tell ya.” She held her front hooves out without lifting her head. Cautiously trodding to her legs, she gripped him tightly, threw him face down onto her chest and shoved his face into her, where violently made out with him. Sliding her tongue around his mouth, she realized how much she loved the boy, in every way she could think of. She felt his own tongue freeze up, as stiff as the full sized cock rubbing against her belly.

She pulled him off her, trying to look him in the eye, her own half closed in the aftermath of ecstasy. “Looks like I got’s t’ teach ya how t’ kiss now. Step one: relax. It’s nothing to freak about, it’s easy, fun and everypony like it. Step two: Your girl don’t wanna do all the work. So use your tongue and lips, like I did. Think ya can do that?” She licked her own lips.


“We’ll see t’ that later. In the meantime, what ch’a think?” Her hoof trailed down to his torso, stroking his body next to his cock.

“That was, weird. Did you have fun?” He asked tilting his head.

“More than you can believe. I’m almost a little sad you’re a boy and can’t experience it youself.”

“Was…what I just did to you, was it like what you did to me last night?” He asked nervously.

“Hehe, you bet. You wanna know what else? That’s only the beginning. Ready for the main course?” Without waiting for his approval, she pushed him down so his hinds slid off her thighs to the ground, and his dick rested on her freshly wet vagina. She grabbed front hooves sitting halfway up her barrel and leaned up to kiss his nose.

Her voice grew deep and throaty. “Don’t be scared Shining. Just take your dick,” she grabbed it and pushed him higher back on his hinds. “And put it right in me. I promise, it will be the best thing ever.” Guiding the flat head to her most entrance, she pushed the tip in and her eyes light up. Grabbing his front hooves again, she slowly slid him up and into her body. The deeper her went, the wider his eyes grew. She seemed to accept him so easily, but the moment their flesh meet she seemed so reluctant to let go. Deeper, and deeper she pulled him, Shining noticed how she gripped him in several areas at once, as if she was ribbed inside. Babs cooed softly, welcoming the penetration, craving more.

Finally sitting flat on top of her body, Shining found himself two thirds of the way in while she still pulled him deeper, his testicles felt the chill of her still wet fur. “Now, ya gotta pull yaself out, not all the way, but as much as ya can, and push back in. Can you do that for me?” An experimental lift of his hips did indeed pull a third of his dick out of her tight cunt, and a hard thrust made her grunt. “Yeah. Like that. Keep goin’,” her eyes shut tight, her head tilting back.

Shining Armor lifted his dick from her again before plunging it back hard enough to emit a slap every time his small body met her toned inner thighs. The pines needles making the forest floor crinkled with every hump. Babs, while not overly impressed with his first attempt, felt her need to be penetrated sated, and the need for more building. Her grunts echoed through the trees, a primal call, announcing she had found a good stallion.

Such a small stallion, except where it mattered right now. She wanted to hold him close, wrestle his tongue, feel his kisses and love bites on her neck, hear his own deep grunts, become scared he would crush her between his powerful front legs. As it was, none of that would happen. She got a face full of blue streaked mane and a small hooffull of pressure from where he placed his weight on her. But she adored his little grunts, his small gasps for breath, the look of hope as their eyes meet, all he wanted was to make her happy, weather by playing nice or pounding her pussy.

She felt her second orgasm coming, her vagina threatening to clench around him tight enough to keep him still in her if he didn’t know how to handle her. “Shining, slow down, sweetie…” she said between breaths. His pace stopped before she grabbed his buttocks and guided his pace for him. “Slow, hard, keep eye contact, do ya want me t’ come and hurt you?” A shake of his head. “I didn’t think so, you gonna come soon?” He shook his head again, she let go of his flanks. “Okay baby. Keep going like that.”

Standing herself up, she took his horn in her mouth and started giving him a proper hornjob. It was much wider than she was used to, but he still had growing to do, it’s length would catch up in time. Wrapping her lips around it, she prodded the shaft with her tongue, running it in a spiral from tip to base. Pulling her head up, she bobbed up and down much like she did with his dick last night. As her orgasm approached she moaned around it.

Shining himself was in a world of confusing pleasure: his penis was almost trapped in a new, tight, wet tunnel he never knew existed. His horn was being caressed by the most beautiful mare he knew in the most wonderful way. She was moaning and groaning nonstop, he had no clue what she was feeling, but he was responsible, and she was even kissing him. She was soo pretty.

“Oh, ohh. Ooooh. Oh, yes Shining. Keep going.” She pulled her lips off his horn but held his head close, holding her climax at bay just a little longer. He was shaking in her hooves; she felt a splash inside her pussy, he had finished and come inside her, and she would not be denied when so close.

“Shining baby! Fuck me like an animal!”

He was still splashing come inside her when she contracted around him, pinching his cock nearly to the point of discomfort and pain. Her skeins gland opened up and dumped lubrication over him, mixing with his seed overflowing from her cunt. She cried out, louder than ever, causing Shining to throw his face into her chest and dig his ears into his head, all the while her kept pummeling her with his hips.

Soon her cries died off, his humping slowed down, and she wrapped him up and pulled him close, his dick, now shrinking to a normal colthood size and becoming flaccid, slipped out of her, undamming the semen and her own fluids out with it. Babs pulled his close and kissed him with a slow passion, silently guiding his lips and tongue around her mouth, showing him how to properly kiss his mare. Laying on her belly, he wrapped his own hooves around her strong shoulders and sighed deeply.

“You got a lot t’ learn Little Fella. I’m glad I can teach ya. Stick with me, and we’ll do great things, you and I. What d’ ya say?”

Sitting up put him nose to nose with his mare, who he gave a solid boop to.

“Let’s get ourselves washed up. Then we need t’ eat, and head out. Who knows how far we got’s ta walk today?” A dip in the stream gave her a chance to “scrub” his normal sized dick now, which was starting to look just as appealing as full grown. He offered to wash her pussy, saying how much he loved when she agreed.

Following s short breakfast of grass and water, the duo were on their way east, unaware of the events they had set into motion.

Flash Sentry

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A flash of orange caught her eye, but by the time she looked at it fully, it was gone, like the other three times she thought she saw something today. Going back to eating her grass, she kept her ears up, listening for anything unusual. Shining Armor was oblivious, and when she asked him earlier if he noticed anything, he tried flirting with the skill of an eight year old boy, “I noticed you.” Smooth as fuck, and missing the point.

After an hour more of walking, Shining let out a yawn with Babs echoing it. He was used to walking all day, but losing his virginity this morning taxed his endurance too much, and he was just plain pooped out. “Miss Babs? Can we stop?”
She kissed him on the forehead under his horn. “You just sit yerself down, and don’t fret. I’m thinking a nap’ll do me some good too.”
Stopping, circling around on the grass as if looking for snakes, and dropping to his belly took the last reserves of his strength; he was asleep the moment his eyelids shut.

Sitting herself down, Babs looked around her again, hoping to catch a flash of orange and find out what it was thing time. She would not let it hurt Shining, but that was all she knew about it. A glance at the foul made her smile, she only knew him a day, and she loved him to death. Not quite as a mother/guardian, he looked up to her more like a big sister, but big sisters don’t usually fuck their little brothers when they realize they have huge cocks. Maybe he’s a highborn unicorn. Rumor is they do that all the time, maybe his family does too. Perhaps it was a combination of older sister and lover, she was okay with that.

A blur of blue leaped out of her vision, just after she noticed it, and exactly which direction it came from. Standing up, she trotted purposefully to the crest of a hill just south of Shining’s nap spot. Half way up, she spotted a gathering of blue that turned into a blue mane sitting atop the head of a young orange pegasis. His face looked the same age as Shining Armor, but a smaller body and thinner legs made him look more frail, even delicate. The look of terror on his face at being spotted did remind her of Shining. His large eyes had shrank to mostly iris, his ears pinned down, and his lip had a soft quiver.

“Hey there chum. What’s happenin’?” Her friendly voice helped him to relax and speak up.

“Who are you ma’am?” He squeaked, frozen in place.

“The name’s Babs Seed. Pleased t’ meet ya. Now I gotta ask your name. And why you’ve been followin’ us all morning.”
The colt looked down and pawed at the grass. “…”

“You’s scared of me? It’s okay, some ponies are, but you don’t have t’ be.” She lifted his chin with her hoof hoping to make eye contact.

“…Flash Sentry.”

“Flash Sentry? You’ll fit in with Shining Armor. I bet you’s still gotta lot’a growin’ t’ do, and you’re gonna be a big tough guy. Right?” Her front legs knock gently between his knees and lifted his front up to emphasize his size, giving her a head on view of another impressive size that would allow him to fit in with Shining.

Her eyes shot open, her tail jumped, and her hinds suddenly realized how empty they were. “Wow. What d’ ya got down dare,” she asked cautiously, hoping not to upset her soon to be new friend.

“Wut?” He looked down, unable to see his penis, but knowing where and how big it was. “Uh, nothing special.” He wanted to shy away again.

She let his front legs down. “Nothin’ special indeed. Sit back, I wanna check this out.” He sat on his haunches, his spine straight, his dick half trying to stand tall, his testicles looking sad in the dirt below.

Babs lowered her mouth and struck her tongue against the flat black end. It’s dry as a bone, she thought. Laughing at her own joke, she started licking it along the thick sides and bottom, getting a loud squeak from Flash at the contact. “What? Sumthin’ wrong?” His long wings had flared in the short time she had looked down.

“Uh, what are you doing Miss Babs?” He was not just confused, the colt was scared, she felt his hinds shaking in her grip. “Why are you touching me…there?”

“Don’t worry. See, this cock of yours,” she shook it in her grasp, every push down sent it back up, slapping into his belly and chest. “It’s gotten pretty big. It’s gonna be pretty sensitive when you lie down in the grass. Didn’t you feel it earlier, when you was hidin’ from me?”

“It hurt.” He squeaked. “Please Miss Babs. Ms. Stefani told me not to let anypony else touch me there unless it was my doctor.” He squinted his eyes shut, shaking his head, as if he could wake up from a bad dream.

Letting go of his cock, Babs tossed her forelegs around him again. “Oh Flash, I ain’t aimin’ t’ hurt ya. You’s still scared a' me. I’m sorry.” Rocking him back and forth, he threw his legs around her and sniffled.

“I’m sorry.”

“I know Miss Babs. I…I’m just, lost. And lonely.”

“I’m lost too. But I got Shining, he don’t let me get lonely. Ya wanna join us?” She pulled away from him, wiping his eyes with her hoof.

“Where are you going?”


“Why east?”

She giggled. “We head west and we walk int’ the ocean. Is that what ya want?”

“No.” His chuckled echoed hers. “But, what will we eat?”

Standing up, “Come with me. Let’s talk over by Shining Armor, little guy’s taking a nap right now. And we’ve been eatin’ grass since we meet. Ponies eat grass right?”

“I guess. I’m gonna miss donuts and pizza and soda until we find a restaurant.” He gave a short spring with each food.

“Donuts and pizza and soda? Did ya parents always feed ya junk?”

“No. The orphanage feed me mostly rice, bread, fruits, grass. I really like junk food though.” He smiled hopefully.

“I like sausage myself.” She looked between his legs, catching glimpses of his extra-large dong with each jiggle of his barrel.

He tilted his head at her. “What’s sausage?”

“You’ll see as soon as I get some,” she replied with a ruffle to his mane.

** ** **

They get along so well. I wish I had an older brother sometimes. Dang it Applebloom, you got the best life. She watched the two colts running around, playing cowponies and camels or whatnot. They all ate their full at sundown, leaving her to rest her hooves after a long day of walking. How they could still run, laugh and scream after six hours on the road, ten in Shining’s case, was a happy mystery of youth. She opted to sit down and stretch out, watching them leap around, wrestling each other to the ground, their abnormally long cocks dancing as innocently as them, flopping up and down, to and fro, driving every thought not about the two ponies out of her mind. Her tail stood at attention the whole time, she knew how to get Shining, he might be direct and approach her, asking for it. Flash on the other hoof…maybe he would follow suit just to not be left out.

Stretching her body out, she found herself wondering just how much play time they had left in them. Maybe she could get herself warmed up? Without them seeing? A smirk crossed her face; she liked having an audience sometimes, especially a mare. Some mares knew when she was acting strangely and when she was outright jerking it on the subway and rubbing herself against the hoof-rails, every mare who confronted her about it ended up in her bed in less than a day.

Sliding both hooves under her, one went to graze her teats, the other lay directly between her clitoris and the ground. Flicking her teats firmly, her eyes were glued to the colt’s buttocks, subconsciously licking her lips, imagining how firm they would feel under her hooves, pulling them and the cocks in front of them down into her mouth. Her hips started rubbing against her stationary hoof, her clit sitting on the inside edge of her shoe, grazing the lip with each push, sending a sharp jolt up her spine.

The hoof rubbing her teat reached down under her other, the hair on her wrist giving her lower lips a pleasant poking sensation. Grinding her hips down deeper, her lips pushed apart just enough to allow her hairs to graze inside her vagina, and her clit flicked against her shoe before being pushed against her hoof. Her eyes shut, she imagined the boys, her boys now, seeing her strange movements, wandering over, rubbing their long, thick cocks at the sight of her pleasure. She could open her eyes, smile, and invite them over, invite them to join her fun. A goofy grin spread over her face.

“Miss Babs? Are you okay?”

Her eyes shot open, looking up to the concerned face of Shining Armor. His lips pursed together, his eyes reflecting worry, his ears flattened against his head. Flash stood behind him, looking concerned as well.

“Mmmm. Never better.” She continued thrusting her hips, flicking her tail, wishing he would mount her without her giving him a better indication.

“You look itchy Miss Babs. Are you sitting on ants,” Flash inquired.

Stopping her thrusts, she pulled her hooves out in front of her, stretching them languidly. The setting sun reflecting off her perspiration coated coat.

“Actually, I’m not okay. Shining? Could you let me lick your thing for a little while? I’m a bit thirsty.” Her half closed eyelids screamed her lust.

“O-kay Miss Babs. You can. Let me…” Sitting on his butt he scooted himself closer to her, his long thick meat on full display seconds before Babs took hold of it and nearly swallowed half it. Pulling her head up she gave him a steady, textbook blowjob, wiggling her rump to entice Flash to join them.

Shining was back in his happy place, the curious, now familiar and mysterious sensation course through him, cock to brain, ears to shoes. Rolling his head around, he let out a sigh, moving his rump around trying find a comfortable position to sit in with his schlong surrounded by teeth.

Flash for his part watched the pedophiliac display with caution. She had been pushy, trying to get him to do this earlier, but Shining accepted it like a chore, judging by his face it was a glorious chore. Her tail was bouncing all around, enticing him to walk behind and look at her from this new angle. Her tail was wafting a scent in his direction he only smelt at the whorsehouse over on Maple Street. He starred at her anus and ‘snatch’ as some of the older kids called it, mesmerized.

“What ch’a waitin’ for? An engraved invitashin?” Miss Babs’s voice snapped him awake.

“Stick your dick in me already! I’m not getting off by myself!” Her words were harsh, but her tone playful.

Flash gulped and looked down to his penis. Does she really want it, inside her? Figuring if he was wrong he could say she said it, he tentatively put his hooves besides her flanks and gently pushed himself against her snatch. Her heat was enough reason to scare him away, and he froze in place. Growing tired, Babs forced her hips back impaling herself around him and gripping his dick with her tight muscles to pull him down.

Flash’s first realization was how evenly her snatch held him, even the ribs were regular and smooth, so smooth. He stood rigid, confused about how to proceed, his mind still registering the heat and moisture his dick was experiencing.

Babs rocked her hips back and forth, encouraging him keep up, pull from her when she pulled away, and push in when she did. Shining Armor felt himself being pulled from her mouth as she turned her head back to speak encouraging words and sighs to Flash. In a moment of inspiration he leaned forward and gently chewed on Babs ear, wondering how she would react.

Babs eyes shot back to Shining, glowing with glee. “Keep that up kiddo. You’s doin’ good.” She enveloped his member back into her mouth and sighed with satisfaction as Flash found a good pace to buck her with.

Flash could not understand how any of this was happening. His penis was supposed to be private; others would see it but no-one was allowed to touch it. A fillies snatch was the same way, now that he put his into hers, she was happy with it? He hated having tongue depressors in his mouth at his annual physical check-up, why would she want his whole privates as deep in her as they went? It felt…weird in that warm, soft way and he liked the way she smiled, but how could she enjoy this at all?

Shining thought he felt Babs’s uvula on the tip of his penis every time he bottomed out in her. Her warm moist mouth awoke something deep in him, a carnal need to thrust his hips into her, an unquenchable desire to do the work, so she wouldn’t have to. Letting go of her ears with his teeth, he placed his front hooves on the back of her head and pushed with all his might.

Babs looked at him, impressed with his forwardness, and with little choice but to go along with his movements. She was in her favorite state; a Babs Sandwich. Nestled between two slabs of stallion meat, she found herself being rocked back and forth, fully impaled on one while the other retracted. Her stretched mouth filled her with joy, her vagina stuffed to capacity, quickly working her way to orgasm. She was already pouring from the leaky faucet between her hinds, and Flash showed no signs of slowing.

Flash could feel her canal clench down on him from time to time, she gripped him tight, but he still slid in and out of her like liquid velvet. She was becoming more wet as time went on, and his nose was assaulted with her overpowering scent, driving his hips into her with more force. His dick was covered in her fluids, and her hips felt so solid and strong under his hooves, almost as if her strength was his own.

Shining felt her moan around his cock. Her eyes rolled up into her head as he pounded a tattoo against her nose. The sounds coming from her mouth were blending together as he and Flash gave themselves to her. Suddenly she squeaked and her eyelids shot fully open and her rump twitched, giving Flash the ride of his life. Shining figured she just came, and that should be his que to speed his work up. Pushing her head down further, his railed his genitals into her recklessly.

Flash’s cock felt her vagina twitch side to side, jump up and down, and clench his prick tight. Her lubrication dripped off his testicles onto the ground. Something else was woken in him, a churning in his balls, and tickle he never wanted to end. His thrusts slowed down when a shock ran from hips, up his spine and into his brain, dying out almost at once. Flash stood with his front hooves on Babs’s hips, staring over Shining’s shoulder. His dick gave a twitch before spilling his seed into her waiting birth canal and emptying his balls.
Babs Seed cried with delight, shaking Shining’s member and pushing him to the edge.

“Babs, I’m gonna do it.” Her moans were answer enough. His urethra exploded into her mouth, coating the back of her throat and tongue in thick, white semen. She gripped him with her lips tighter, not letting a drop spill out, determined to swallow it all. Licking all her spit, his sweat and sperm from his pride, she let him slide out of her mouth before rolling onto her back and grabbing his barrel.
Flash walked around to her right side before she scooped him into her chest and held him close. He knocked his head against Shining’s and felt his horn graze his ear; Flash shuddered at the thought of it going into his ear canal.

Babs kissed them both on the head, “I love both you boys. You make me so happy.” Both colts were held in a very snug grip until all three drifted off to sleep, reeking of sweat and sex.


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Babs’s eyes twitched, signaling her waking from a comfortable relaxing sleep. With the early sun shining on her, she knew it was futile to resist, so she arched her back to stretch out and looked around for her boys. Still on a patch of grass in the middle of Nowhere, she heard them laughing about something behind her. Are their giggles turning me on? Sick. Smiling and climbing to her hooves, she smacked her lips, despising the taste of semen remains in her mouth. For some reason, she did enjoy semen remains in another mare’s pussy the morning after.

“Boys! Looks like we gotta get goin’!” Turning around she saw her colts playing with a third one: big blank flank brown coated foal. The dark brown mane sat on his head sat in sharp contrast to the snowy white muzzle under his big, big green eyes. He tripped when he turned his head to look at her leading Flash and Shining to laugh while he picked himself up. Waddling over to her, she saw he was as well-endowed as the other boys, if not better. The colt nearly tripped again on his way and spoke, “Hi. I’m Troubleshoes! They told me your name is Ms. Babs. Right?”

Woah. That high pitched colt’s voice, the way his muzzle stands so differently from his coat, those BIG eyes. He’s such a cutie. “Hiya. You’s right. Call me Babs. I suppose your just as lost as us?” The colt nodded. “I can’t say we know what we’re doin’, but we’s goin’ west. Wanna join?” Another nod.

“Boys, I want you’s to make him feel at home. You can do that right?”

“Yes Ma’am!” They declared in unison.

“Good. Troubleshoes, looks like it’s time for breakfast. Grab yerself a mouth of grass-“ she cut herself off by biting a patch herself and chewing like a cow. He kneeled and imitated her, while Shining wandered off to a nearby stream for a drink before Flash followed him. A muffled ‘Ow!’ told Babs the new colt was in trouble.

“What’s up Buddy,” She asked petting his shoulder.

“Well I tried eating a rock I guess. It happens. Did I chip a tooth Ms. Babs?” Opening his mouth wide, she gazed over his nearly pearly whites for a defection.

“Nnope. Ship shape!”

He cast his eyes down. “Figures I’d embarrass myself in front of the pretty lady.” With his blush his bright attitude was quickly diminishing, worrying her.

“Now don’t you go worrin’ yer little head. Ponies have bad days. Like all of us: sumthin’ happened, leaving us here all alone. These ain’t been my worst days, but I’m getting’ by. Thanks to those two, and maybe you soon. We help each other through the bad times Little Guy.” A quick nuzzle emphasized her words.

“Uh, Ms. Babs? Speaking of the other two,” Trouble shoes stated nervously. “They were telling me about a game they play with you, and it sounds fun. Can I play with you sometime?”

I’m already used to this life, am I sick or what? Smiling, she swallowed her mouthful of grass and dropped to her haunches. “Really? What did they tell you about our little game?” she asked playfully.

“They said you make them feel better than they ever have before. Shining said you take good care of him, and Flash says he loves you. Can, you show me?” His eyes went to the ground again.

“Sure I can. Lay on your back, and follow me lead.” With a lick of her lips, she gently pushed him back and leered his cock. Leaning up to his face she kissed his nose, followed by his chin, her pecks slowly slithered down his neck and barrel until reaching the tip of his penis. Laying the bottom of her tongue on the head, she slid her member backwards down his member until reaching his sac of overgrown testis.
Troubleshoes lay exposed to the world, his newest friend touching him where he was told no-one should. But she was so warm, and strong. He was on top of the world when she kissed his nose. The way she licked him didn’t feel as good as he imagined; it would actually be annoying if she didn’t look like she cared so much.

“Hmm. You are a big boy, you know that? I bet you have a liter in these things.” She lightly tapped his most sensitive area before giving him a proper licking. Up and up, over and under, she slathered him with spit until it was almost as moist as her own birth canal was growing. Planting more kisses on him, she made her way back to his lips and slid her tongue across his teeth.

“Troub’eshoes, you wanna know what the best part about my little game is? You only win if we both win, and the idea is to make us both win as often as we can. Think you can do that?”

“Uh ha. I can do that Ms. Babs. He do I make you win?”

She stood up straight and turned her backside to him, throwing her tail onto her back. “Ya see that hole right there?”

Troubleshoes stared at her firm plot. “Yup.”

“I’m gonna bend over, and then I need you to stick your cock right in there. Now don’t cha’ worry ‘bout hurtin’ me, I’ve done this before, and we’ll both be on Cloud Nine. You ready?”

Bobbing his head, “Uh, I think so,” his eyes not leaving her swishing tail.

Babs pressed her chin into the grass and tossed her tail on her back again. He was a big boy, she was ready. His large colt hooves pressed into her hips as he mounted her. His penis poked at her cheeks once before pulling back and trying again…then he pushed into her anus. Not quite what she was expecting, maybe he didn’t know?

He was pulling out for another stroke when he stopped and asked what she said.

“I asked if that’s what you were aiming for Little Guy,” she smiled turning her head back to him.

“Gosh. I guess not. Let-“

“No, no that’s okay Troubleshoes. It’s not my favorite, but if that’s where you put it, that works for me. Keep going.” A shake of her rump encouraged him to pull most of his way out before thrusting back in again. “Thaat’s it. Go on. You can do it.”

Troubleshoes clenched his eyes and ground his teeth, pushing his hips faster into Babs’s rectum, his girth spreading her walls as few had before. Babs forced herself to relax and let him slide easier into her. She was dry back there, but loose enough to accommodate this time. She would need to teach him about lubing himself before trying anal again.

Pushing herself up on her hooves again, she could feel his grip on her flanks and knew he was strong for a colt his age. She could imagine what kind of beast he would be full grown. He would give her cousin Big Mac a run for his money. Speaking of running…

“Hey, slow down kiddo. Fast is good, but I wanna to see how deep you can go. You can do that for me, right?”

Pulling himself out of her entirely, Troubleshoes slowly pushed his cock into her anal cavity again, this time not stopping until he hit a solid wall nearly hilt deep. “Ma’am? This deep enough? Ma’am?”

Babs’s eyes were half closed: she obviously had nerve endings there, but she never felt something that deep in her ass before. It pressed against a curve in her digestive track, igniting a lust for more. More width, more length, another push, “More, keep it comin’!”
Troubleshoes retracted and pushed again, burying himself just as deep and getting a high pitched moan, he railed into her over and over, his testicles beating a tattoo against her dripping vagina. Babs’s grunts were growing deeper as her eyes rolled into her head. Her hooves slid out from under her body slowly pulling her to the ground as her jaw hung open.

True to her word, Babs did not care for anal as much as many of her companions. This was for him, and because she didn’t have a way to clean him before he could put it in her vagina. She heard of her clit having ‘legs’ extending to her anus, she preferred direct stimulation in most cases. That didn’t bother her once he bottomed out in her. He stretched her deep and wide, his twitching cock signaling his release was imminent.

“Go on buddy. Keep goin’ like that! Just let it happen!” Her words were muffled by the grass and dirt in her mouth.

“Ms. Babs? It feels funny.”

“You’re doin’ fine! Ohh! Go for it! You can do it!” Egging him on did the trick. He continued rutting her through his orgasm and filled her anus with more spunk than Shining or Flash had any time she had them. Grinning in triumph, she relaxed her body and let him slide out and stand on all fours again. Rolling to her side, she invited Troubleshoes to snuggle for an early morning nap together. She pulled him close and gave him a sloppy kiss on his lips which he failed to return.

“Uh, thanks Ms. Babs. Did I do good?”

“You did very well little guy. The other boys can show you more tricks when we wake up. For now…” She closed her eyes and quickly drifted into her dreamland.

Neither noticed the two young, whispering colts creeping up on the sleeping couple. “So she wants it in her butt too?”

“Girls are weird like that.”

“I wonder what else would like?”

“I have a few ideas when she wakes up.”