Girls Night Out

by little big pony

Rating: mature
Tags: Random, Alternate Universe, Human, Original Character, Porn, My Little Pony: Friendship is Magic, Princess Cadance, Shining Armor, Sex
Length: 9165

For Cadence and Gleaming, a night of "fun" turns into something far more interesting.

Girls night. For most mares, it's a night to unwind and recharge after a long and hard week. For Cadence and Gleaming Shield, arguably two of the hardest working mares in the Crystal Empire, such night's are a must. Though, unlike other mares, they prefer these particular nights as long and as hard as they can get them.

Warning: Horse X Human Relations. Read at your Own Risk

Artist is divided-s

Published 2018-07-30 19:10:02 UTC
Last updated 2018-07-30 19:10:02 UTC

Friday Night is a Girl's Night

Author's Note

Contains: Glory holes, blowjobs, pre-ejaculation, covered in cum, cock worship, possible impregnation, competitive spouses.

Friday Night is a Girl's Night

Eyes. Deep purple eyes that seemed to glow in the low light. These eyes were piercing, bewitching, so full of emotion that they could no doubt drive even the hardiest men to their knees. It was these eyes that stared up at Gaius as he sat in a too-small chair, trying to enjoy his piece of pizza. He tried to ignore them, and the alicorn that they were attached to, but she wasn’t making it easy. She never made it easy.

“Please?”

“No. It’s my pizza.”

“Didn’t your parents ever teach you to share?”

A pink hoof tried to reach up under his arm to steal his pizza off the plate. Not taking his gaze off the eyes staring up at him with so much hope and “innocence”, he swatted it away.

“Sharing is when you let someone who bought their own fucking pizza have at least two slices, you pink food monster.”

Cadence, Princess of Love and Empress of the Holy Crystal Empire, let out a whimper like some lonely puppy. She pawed at Gaius’s leg, attempting to look as pathetic as possible even as her wing tried to find the human’s blind spot so that she could snatch his food.

“Can’t I just have a bite? Please?” Cadence asked, only wincing a little as her wing was slapped away. “Pwease?”

She stuck a quivering lip out, tears welling up into her eyes. For most, seeing a princess in such a state would have broken any resolve or resistance that they may have had immediately, but hyoo-mans were made of sterner stuff. Not only did he need to boop a pony at least once a day to keep from exploding, he was heartless enough—or strong-willed enough—not to fall for her tricks.

Narrowing his eyes down to slits, Gaius leaned forward until he was nose-to-muzzle with the mare. “This pizza cost me ten bits. I’m getting at least two pieces,” he growled, baring his teeth.

“Would you settle for just one and a half pieces? For your favorite mare?” Cadence asked, reaching up to wrap her hooves around his neck.

She nuzzled her cheek sweetly against his neck, pressing her body close to his. She tried to sound as distressed and as hungry as she could while trying to lean down without him noticing. A hand forcibly closed around her mouth, snapping it shut and lifting it up and away from that paper plate.

“If you want another pizza just give me the bits and I’ll order you one, tubby,” Gaius sad.

“But it’s better when you buy it!”

“You’re a little cheapskate, you know that?”

“Come on! If you let me have the last piece I’ll be your best friend!”

Gaius rolled his eyes, pushing the alicorn backward until she fell back onto her rump with an “oomph!”. “Being your friend is already hard work enough. Upgrading would probably kill me.”

Cadence tried to whimper again, though it came out as a giggle. “Aw, you’re so mean!”

“And you’re a pain in the butt,” Gaius said, booping the mare on the nose, and thus insuring that he survived for another day in this magical horse-themed world. “Now let me be in peace so that I can actually—”

It was then Gaius realized his mistake. He had been too focused on keeping Cadence at bay, so much so that his whole left side was completely exposed. This gave the other pony in the room ample opportunity to slip under his guard.

He was able to look down just in time to see Gleaming Shield, Captain of her Majesty’s Royal Guard and Royal Consort of Princess Mi Amore Cadenza, grabbing his slice of pizza with her teeth, a big grin on her face and her bright blue eyes filled with mischief.

Gaius responded with the attempted theft of his pizza in a very sensible and, in his mind, civil manner. He let out an angry yell, trying to swat her on the muzzle as hard as he could. Unfortunately for him, Gleaming was quite a bit faster than she looked, dodging out of the way just in time so that his hand hit his thigh with enough force to drive all sensation from his fingertips.

“Oh you mother!—get back here with that!”

Gleaming cackled like a mad mare as she sprinted toward the other end of the living room. Gaius leapt out of his chair, which would have been sent flying through a window if not caught by the blue aura of a certain alicorn, and took off after her.

A few chairs were thrown, some furniture was displaced. If not for that blue magic, a very expensive vase and a statue would have been smashed into a million pieces and there would have been at least three holes in the wall.

Gleaming could navigate around the room much easier than the human, but Gaius was faster, and with his long reach could trip up the mare. In the end, the chase reached its conclusion by an accident. Gleaming, trying her damnedest to stay out of the human’s reach, tripped on the edge of a rug and crashed to the floor with a cry of dismay.

Gaius was on top of her a second later, his eyes wild and grin on his face. “Ha! Now gimme that fucking pizza, you pain in the ass! Give me that—!”

Gleaming batted and pawed at his hands, the slice of pizza still hanging from her mouth. She was chewing, laughing, and calling for her wife to help her all at once. All of this turned into squeaks of indignation as the human unleashed his secret weapon: tickling.

As soon as his fingers were pressed against the shockingly soft fur on the unicorn’s belly, Gleaming’s eyes widened. The tip of her horn glowed as she attempted to teleport away from the human, but it was too late. With practiced ease, he began attacking her most sensitive, vital areas without remorse.

The slice of pizza flopped out of the unicorn’s mouth as she immediately burst into an uncontrollable fit of laughter. “Stop, stop, stop, stop! Get your filthy wigglers away from me! For Celestia’s sake!”

Gaius ignored her, continuing his vengeful tickling until she was a teary-eyed, heaving, helpless mess. It was then, and only then, with a nod and a look of satisfaction, did he reach down to grab his pizza. He might have even grabbed and eaten it too, if not for Cadence tackling him.

“AAAARRRRRRGGGGHHHH!”

“Motherfucker!”

The two went down in a heap of flailing limbs. Pink feathers went flying everywhere, and somehow Gaius’s socks were knocked off his feet. Both alicorn and human wrestled for position, grunting and growling like wild animals.

That one last piece of pizza was less than a foot away. If one of them could reach out it’d be there’s.

Gleaming, after wiping the tears from her eyes, noticed that her wife was in the fight of her life. A smile came to the unicorn’s face as she stood up, taking a few steps back and getting into a pouncing position, chin touching the floor and rump wiggling high in the air.

“For the Princesses!”

With an explosive burst of speed, she leapt into the pile, slamming into both her wife and her friend, sending all three of them tumbling.

“We gotcha now!”

“Get his legs!”

“Watch those wigglers!

“Get off of me, goddammit!”

Gaius rolled, bit, and poked for as long and hard as he could, but it was no use. His opponents were too many and too powerful. In the end, he found himself on his back, sweaty and breathless, staring up at two grinning mares. In between them, held aloft by Cadence’s magic, was his piece of pizza.

Ever the sore loser, the human frowned. “You two are a pair of fucking butts,” he said.

Both mare’s giggled.

“I am what I eat, big guy,” Gleaming said, giving his chin a tap with her hoof. She then leaned over to give her wife a nuzzle.

Cadence’s laugh turned into a snort. “You keep talking like that and you’ll be eating a whole lot of nothing,” she said.

Gleaming rolled her eyes, kissing the alicorn on the cheek before whispering something in her ear. Cadence blushed, swatting her away with a hoof.

“Will you two dykes get off of me before you start making out?” Gaius asked.

“Oh, you love it,” Gleaming said with a wave of her hoof, the tip of her horn glowing.

A burst of light cut the piece of pizza in three smaller pieces. One of them was levitated over to Cadence, who chomped it out of the air. Another was lowered to the human’s mouth.

“Here you go, big colt. I even saved you the crust like you like.”

“fuckh, yoush,” Gaius said through his mouthful of pizza crust.

Both Cadence and Gleaming got off the human. They helped him into a sitting position. Cadence took seat in his lap, resting her chin on his shoulder as she noisily chewed. Gleaming, meanwhile, pressed her back against his as she ate.

A comfortable silence swept over the room, and continued even after their mouthfuls of pizza had been eaten. Some affectionate nuzzles were exchanged, as were giggly kisses. Gaius dragged Gleaming from behind him and sat the mare onto his lap with Cadence. He then wrapped both arms around the ponies in a hug, which caused the two to lean against him, making sounds of contentment.

“…Thanks for the pizza, big guy,” Gleaming said.

“You’re welcome,” Gaius replied. “One of you is getting the next one when you come back over though.”

“We will,” Cadence lied, lightly pressing her horn against his cheek and rubbing it back and forth.

Gaius sighed, letting his hands travel up and down both mares’ backs. “So, you two having another girls night tonight?”

Gleaming perked up. “Yep!” she said with an eager nod. “I need one after all the horse apples I had to deal with this week! Candy too, isn’t that right, hon?”

Cadence nodded. “I really do need to relax for a few hours. A night out on the town is just what I need.”

“You two say that every Friday night.”

“That’s because it’s true every Friday night, big fella.”

“What about you, Gaius? Are you doing anything tonight?” Cadence asked.

Though neither mare could see his face, Gaius winced. “I… yeah,” he said. “A couple guys from work might have talked me into going to this place…”

“Oh really? Is it a bar or something?”

“I, um, well… Yeah something like that. I don’t know if I’ll actually go though. Might just spend the night in.”

“Don’t you be a baby,” Gleaming said, poking his side. “Go out with your buddies, have a little fun.”

A bit of color came to Gaius’s face. In the light, it might have been considered the beginnings of a blush. “I don’t know. It’s kind of a different sort of place.”

“New experiences are the spice of life,” Cadence said, leaning back so she could look the human in the eye. “If you don’t try new things you never get excited.”

“And ponies think you’re boring. You don’t wanna be boring, do you big guy?”

“What Gleaming said.”

“We go out every Friday. The least you could do is go out once to make us feel better about always leaving you here.”

Gleaming leaned back as well so that both mares were staring at him. Under their gaze he let out a snort, looking down at the floor. “Fine. Fine. I’ll go. I didn’t know the fact that I don’t get piss drunk or whatever you two do every week was an issue but I’ll go.”

“Promise?” Both mares asked, leaning toward him.

The human placed his hands on their noses and pushed them away. “Promise. Cross my heart, hope to fly, stick a cupcake in my eye and all that junk.”

“Good. I hope you have a great time, buddy,” Gleaming said.

Gaius grunted, reaching up to play with her ears. “You know, you never did tell me what you two actually do when you both go out.”

Both Gleaming and Cadence exchanged glances.

“Oh, it’s just boring mare stuff,” Cadence said.

~_~_~_~_~_~_~_

Even after months of being brought up to pace in this modern world, the Crystal Empire stubbornly clung to most of its ancient customs. Sure, things like electricity and running water were eagerly accepted—many crystal ponies insisted that such things were a magic they had never seen before— but some aspects of life were too ingrained in their culture. No matter what the outside world said or thought about some of these things they’d thrive in this country for a while yet.

One such aspect of daily life happened to be just a few blocks away from the castle, in a small, out of the way building with no windows. There was no one guarding any entrance, or loud music, or any griminess or dirtiness to speak of. It didn’t seem out of place or really all that eye catching. The one thing that did stand out about the building were the words painted on the side of the build. These words were Old Equish, telling all that could read the ancient script what kind of building it was.

It could be translated into many things; a love shack, under-business, hole in the wall, brothel. Many of the residents affectionately simply referred to it as “The Whore Hole”.

Months ago, Gleaming had found this little establishment after overhearing some gossip amongst her guard. The unicorn had, of course, went and told her wife. After a quick discussion both had gone down to investigate the establishment for themselves. The rest, they say, was history, and every week thereafter both royals found themselves in this building, more specifically in one of the larger rooms.

Just like every other room in this building, it was without furniture or any padding on the floor. It was dimly lit, with black walls and a black floor that had some sort of springy, gritty finishing on it. Two of the walls were completely normal. However, the other two walls were covered with holes of all sizes, spaced out every few feet and at two or three feet high.

Cadence, missing her royal finery, her mane and tail tied back into a tight ponytail, looked around. At the other end of the room she could see her wife trotting in place, muttering something to herself as she waited for their ‘girls night’ to begin.

She giggled at the sight, slowly making her way into the center of the room. Closing her eyes, she took a deep breath. Over the smell of lime and soap, she could still get a whiff of musk. It was the heady, sharp scent of stallions. Dozens, hundreds, maybe even far more.

“Can you feel ‘em yet, hon?” Gleaming asked, throwing a few shadow punches.

Cadence nodded. “Yep. There must be twenty of them waiting. Some feel particularly backed up.”

“Yes,” Gleaming said, pumping a hoof into the air. “Hopefully we get some colts like the ones we had last week.”

Cadence hummed, nodding more to herself than to Gleaming. She could feel the rising lust in the air, both from the other mares that found themselves in rooms just like this and the stallions waiting outside. She let it wash over her, warming her body and sending jolts of pleasure racing up and down her spine.

Gleaming, who unlike Cadence had elected to let her hair hang where it will, trotted over and nuzzled the alicorn. “You ready?”

Cadence opened her eyes, a confident smirk coming to her face. “I was born ready.”

“Yeah? Well, I bet I get more of ‘em off than you.”

“Betcha a month’s work of bedroom cleaning duty that you don’t.”

Gleaming puffed up like a pigeon. “You’re bucking on.”

Cadence didn’t bother to say more. Somewhere on the other side of the building, she could hear the muffled sounds of hoofsteps and laughter. A shudder ran through her at the raw lust that crashed into the room. If not for Gleaming, she might have lost her footing at the strength of it.

“You’re going down,” her wife promised, giving her a quick peck on the cheek as she helped her stabilize herself.

The chattering grew louder. Stallions could be heard banging on the walls, shouting and swearing and laughing. They yelled at the mares in their rooms, filthy, wonderful things that promised a wonderful night.

Gleaming grinned, making her way toward the other end of the room, a sway in her step as she did so. The tip of Cadence’s horn glowed. Her blue aura spread throughout every corner of the room, silencing all of the noise. A few moments later, she received her first “customer” of the night.

An average-sized molted green cock slid through one of the holes without warning. Cadence clicked her tongue, making her way over and grabbing it with a hoof. The cock jerked at her touch, it’s head flaring.

“Ohhhh, somepony’s excited,” she said.

She traced the cock’s medial ring with the tip of her hoof. The wall shook as the stallion on the other end jerked back and slammed forward. A spurt of cum flew out of the tip and landed on her hip. Cadence twitched in surprise, though that didn’t stop her from grabbing the cock and quickly jerking it as the stallion suddenly orgasmed.

It wasn’t quite the load that she had wanted, far too watery and just a few weak spurts really, but she did the best she could to prolong his pleasure. By the end of it, most of the cum was on the floor and that cock was rapidly wilting in her grasp.

“A little too excited,” she said, giving it a few more pumps.

Honestly, she couldn’t help but feel a bit bad for the poor stallion. No build up, no slowly rising pleasure that ended in a thunderous orgasm left him senseless. Just a quick, unsatisfying pop.

That would not do.

Leaning down, she dragged her tongue across the spongy head. The cock twitched, it’s owner pressing his full weight against the wall.

Her tongue teased the veins that ran up and down his shaft, her lips kissed and slurped around the head. The taste of raw stallion assaulted her senses, driving her to work more fervently. The alicorn let out a moan, rubbing her face against the shaft as it swelled back to life.

Across the room, the sounds of wet, sloppy sucking could be heard. There was a gulp, which was immediately followed by choking, then coughing.
“Bucking… Horse apples…”

Cadence couldn’t help but roll her eyes. “So impatient,” she murmured, smoothly jerking the cock in front of her with a hoof.

She leaned back, staring at the stallionhood. It now pointed at the ceiling, every vein on its shaft swelled and pumping blood. The cockhead was flared, but no so much so that it looked like her new friend was going to have another accident any time soon.

“There we go,” she whispered, a smile coming to her face. “Now why don’t we try this again?”

She grabbed both sides of the cock, tilting it down. Opening her mouth, she quickly swallowed the head, giving it a soft, slow suckle. The cock twitched and its owner jerked back, forcing it out of her mouth with a pop before he rammed himself.

Cadence huffed as the stallionhood bounced off her lips. “If you don’t stop that you’ll end up finishing too fast again,” she said.

The tip of her horn glowed. It was a bit tricky, since she couldn’t see the stallion on the other side of the wall, but with a bit of luck and skill she was able to grab a hold of him with her magic. A flick of her horn forced him against the wall, pinning him so that he couldn’t move. She could feel the colt wiggling in her grasp, no doubt more than a little panicked, but she ignored it.

“It’s your fault that I have to do this, buster,” she said in her best babysitter voice. “Now you just stay still and let me work my magic.”

Clearing her throat, she opened her mouth once again and swallowed his member. She took a deep breath through her nose, letting her tongue slowly swirl around that cockhead. A spurt of precum hit the roof of her mouth. She responded with gentle suction. When she was positive that the stallion wasn’t going to pop from that then, and only then, did she begin to take more of him into her mouth.

Out of the corner of her eye, Cadence could see other stallionhoods slipping through the holes along the walls. They were of all shapes, sizes, and colors. Some smelled of soap, some smelled like sweat and lust. All of them were twitching and eager for her attention.

Bobbing her head, she extended her wings, toying with the undersides of the shafts that she could reach. They jerked and bobbed in the air, some spilling pre upon her meticulously maintained feathers. Cadence flapped her wings, sending the smell of stallion throughout the room.

Idly, she wondered what these hardworking colts would do if they knew it wasn’t some nobody whorse pleasing them like this but their most royal empress. It won’t be that hard to do, a simple spell would make all four of these walls see-through. They’d see her with her mouth wrapped around their cocks, eyes begging for them to cover her in their cum.

The thought made Cadence let out a moan. She let her tongue circle lazily lap cock, drool running down her chin. One of her wings wrapped around a cock. After a few more teasing touches, the other found a suitable shaft as well. She squeezed both cocks, sucking hard on the one in her mouth, savoring the taste of cum in her mouth and the feeling of it staining her wings.

“Ha! There’s one for me,” Gleaming shouted from across the room. “You’re gonna have to pick up your game, hon!”

Releasing the the stallionhood with a pop, Cadence looked over her shoulder.

Gleaming was grinning ear-to-ear, her muzzle, face, and mane covered in spunk. The cock in front of her was just as cum-covered, hanging limply against the wall. Her horn was blazing with magic; magic which she was using to great effect. Mouths, hooves, cunts and asses, all of them transparent and the color of the unicorn’s magic were working on all of the cocks on her end.

Cadence couldn’t help but marvel at the sight as she stroked the cock in front of her, keeping it hard. “You’ve gotten better at that, hon,” she said.

“You know it,” Gleaming said. “I’m the best cocksucker this side of Equus!”

“Really?” Cadence said, raising an eyebrow. “Well, we’ll see about that now, won’t we?”

Gleaming was about to retort when the limp cock in front of her disappeared and was quickly replaced with another.

The lust in the room spiked. Cadence’s eyelids fluttered.

She could feel everypony in the building. All of them were beginning to lose themselves in something more animalistic. Something much more pure.

Without realizing it, she found herself once again bobbing up and down the cock in front of her, lips easily sliding over the stallion’s medial ring. She twisted her head, sucking hard as she went down and tonguing the cockhead whenever she came up.

Her technique lost all semblance of control. She just let lust guide her actions. Her bobs went deeper and deeper, became sloopier and sloopier, until she could feel the tip of the stallion’s cock poking at the back of her throat and her nose was mashing up against the wall.

The stallionhood was pulsing now, freely leaking precum. Every little lick, every suck, every time she pressed its tip against her cheek or hummed was driving him closer toward the edge.

One of the cock’s in her wing jerked mightily as it began cumming all over her feathers. Not ten seconds later, the other cock was releasing it’s load until both of her wings were a sticky, slimy mess. Cadence quick cleaned both with a spell, reaching for other stallionhoods even as the those two disappeared from their holes.

A gurgled moan escaped her throat. Her eyes crossed, and a bolt of pleasure made her tail flag high into the air. Shaking, she pressed her muzzle up against the wall and began to swallow. For the stallion on the other side of the wall, this drove him over the edge.

Cadence barely had time to move backwards as she felt his flare ballooning.The alicorn’s hips jerked as she felt the first spurt of cum hitting her tongue.

Sadly, despite all of her care and loving work, it still wasn’t the load that she wanted; still watery and weak and barely a mouthful if she was being honest, but it was still more than enough to drive her over the edge. She squealed around her mouthful, stars exploding across her vision as she soaked the floor underneath her.

She continued to feverishly suck even as the flare wilted and the cock began to soften, hoping to wring every bit of pleasure out of the stallion. When he had absolutely nothing to give her she released him both from her mouth and from her magic.

“See? Wasn’t that much better?” she asked, placing one last kiss on the shaft. “Thank you for the treat. Come back to rut my slutty throat whenever you feel like it.”

The stallion on the other side of the door, of course, couldn’t hear her, but Cadence was sure he’d return. It didn’t matter if they were peasant or noble, rich or poor. Nopony could resist her mouth. She knew that from the very bottom of her heart and took a great, whorish pride in the fact.

She watched as the stallionhood in front of her disappeared back through the wall. She licked the remaining cum from her lips as she continued to stroke the cocks on either side of her, waiting for another stallionhood to take its place.

“Ha!” That’s two for me, Candy!” Gleaming yelled.

The alicorn giggled, watching in delight as another stallion pushed his cock through the hole. This one was a bit smaller than the one that had some before it, but it was a good deal thicker. Hopefully it’d give her more than a mouthful, but even if it didn’t she had all night to find somepony that could.

“I’m on four,” she yelled back.

“What?! Horse apples.”

“Horse apples smorse apples,” Cadence said, giving the new cock in front of her a lick. “Maybe spend more time sucking cocks than choking on them and you might catch up~”

Across the room, Gleaming huffed, her cum-covered face scrunching up at the teasing. “Oh, I’ll show you! Come on, keep ‘em coming. Momma’s hungry!”

With that, time became a blur. The stallions came on in never-ending numbers, all horny and ready for their rulers’ skill.

Cadence found herself used like a living sex doll. She had stroked, sucked, nuzzled, and toyed with cocks of all lengths, sizes, and flavors. Her jaw was beginning to ache and her belly was full of cum. Even Gleaming, usually so vocal and active during these sessions, needed all of her focus to face the hordes of eager colts.

Lesser mares might have been overwhelmed. They might have given up and run out of the room or even have fainted from the stimulation. But Cadence was no lesser mare. She was an alicorn; a living demigod with skill and stamina that was nothing less than supernatural. Gleaming, though a mortal, was no less great.

What must have been hours passed as both mares took the wave upon wave of lust and bodies in stride. Both them and the room itself had to be cleaned magically numerous times, and Cadence had found herself randomly cumming just from the lust that seemed to be etched in the building’s very foundations, but the tide eventually began to ebb. Cadence and Gleaming were eventually able to sit back and take a deep breath. They were also able to do something that Gleaming affectionately referred to as “sharing war stories”.

“That bucker was lucky I didn’t bite his cock off, trying to knock my teeth out like he thinks I’m some bucking blow up doll.”

Cadence grinned knowingly. “That’s why I just started pinning them against the wall,” she said as she wiped a bit of cum from her muzzle. “It’s safer for everypony involved if I just do all the work.”

“Oh, it’s for safety? It’s that and not because you get off forcing stallions to cum?”

“Well…. yeah, but it’s for my safety too.”

Gleaming laughed to herself, looking around the room. For the past twenty minutes they hadn’t had a single “customer”. It looked about time for the two to make their way back to the castle for some well-deserved rest.

“So, you think we should head on home?” she asked. “I could use a bath.”

Cadence nodded. She could only sense a few ponies in the building now. There really wasn’t any point staying any longer, as fun as it might be to get a few quick sucks before the night was through. She was about to say so when she felt something in the air.

Emotions that shone like a star. Anxiety, annoyance, eagerness; but they all felt different. Alien. These emotions didn’t come from a stallion, or even from a pony for that matter. They were too different from a gryphon, or goat, or anything else that Cadence was familiar with. But she had felt emotions like this before, felt this otherworldly tint that made them stand out in a crowd.

Her eyes widened as she felt the being making his way into the building. The fur on the back of her neck stood on end in sudden realization. “Oh horse seed. Is that actually…”

The tip of her horn flashed as she trailed off. The blue aura that had covered the room popped, allowing all of the sounds outside to flow in. There were still sounds of lewd laughter, of moaning and banging, but the alicorn could distinctly hear something else.

Not hoofsteps. Footsteps.

“What’s wrong, hon?” Gleaming asked, eyeing the wall as she made her over. “How come you took the soundproof spell down? And why do you look like you’ve seen a ghost?”

Cadence didn’t take her eyes off the wall in front of her. She could sense him making his way toward this room. His emotions felt a bit hazy, a sign that he had been drinking. But he was still sharp enough that she could feel his rapidly growing excitement.

“Candy?” Gleaming said, poking her side. “Candy?”

It was a breach of privacy but Cadence couldn’t help herself. She cast a spell on the wall that’d allow her to see outside of the room without being seen. Sure enough, standing on the other side of that wall, wearing the clothes that he had when she and Gleaming had left him, was Gaius.

“You’re really starting to freak me out, Ca—” Gleaming began, only for her words to die in her throat as she followed Cadence’s gaze. The unicorn’s mouth fell open, and whatever she tried to say turned into jumbled nonsense.

From the other side of the wall, Cadence could see Gaius sigh. He looked from his left to his right, then behind him. Seemingly satisfied that it was relatively private, he reached up and knocked on the wall.

The sharp tapping sound caused both Cadence and Gleaming to jump. Both mares looked at each other, then at the wall. Cadence, without thinking, tapped back with a hoof.

“Cadence, what the hay are you doing?!” Gleaming whisper.

“I don’t know! My hoof just moved on its own!” Cadence whispered back.

“Why in the Tartarus would you—bah…?”

Gaius unzipped his pants, reaching into them and fishing out his cock. He stepped forward, looking at each of the holes in the wall, trying to find one that would comfortably fit someone his height. He tried three different holes. Each one was at a comfortable height for him, but there was a problem.

Even semi-hard as he was, all of the holes were too small.

“Sweet Sunbutt on her golden bucking throne…” Gleaming whispered as the two of them watched the increasingly frustrated human making his way down the line of holes.

“Where was he hiding that?” Cadence asked. “We were sitting on his lap a few hours ago, for Luna’s sake.”

“I was just about to ask you that. You out of the two of us should have known!”

“Me? Why?”

“Can’t you sense when colts have huge cocks? Like know their smell or something?”

“That… that isn’t how it works and you know it.”

Both mares turned their heads, watching Gaius. Cadence’s spell tracked him, making sure to keep his stallionhood well within view. Gleaming’s horn flickered to life, encasing the room in another soundproof spell.

“What the buck are you doing?” Cadence asked, even as she used a spell to enlarge the next hole that Gaius was sure to try.

“Oh, don’t you give me that, Mrs. knocking on walls.”

“It was an accident! I panicked!”

“Please. I’ve known you all my life and you’ve never panicked about a single thing, you big pink liar.”

Before Cadence could think of a proper comeback, Gleaming made her way towards Gaius as the human, lightly tapping the wall once again, pushed his cock through the hole. Even with Cadence’s alterations it was still a snug fit.

It was almost ridiculous really. Gaius was just a sweet, albeit grumpy at times, stallion. This wasn’t some crummy romance novel like the ones that Twilight and her auntie kept under their beds. Sure, Gaius was a good deal bigger than a pony, but Cadence had just chalked that up to his long arms and legs giving him his size. She didn’t expect in her wildest dreams that he’d have a cock that’d make her stomach do flips.

Despite her not being comfortable at all with the situation that she found herself in, Cadence nevertheless made her way over to Gleaming. The unicorn was staring up at the hanging stallionhood in wonder, eyes nearly sparkling.

“When’s the last time you’ve seen one this big, Candy?” she asked, leaning forward until her muzzle was just a few inches away from it.

She giggled to herself. “Man, don’t you just wanna teleport to the other side of this wall and give Gaius a high hoof? I wanna smash right through this wall and give him a noogie. I mean, look at this thing! It’s bucking awesome! I feel like a proud mom or something!”

Cadence was indeed looking at his cock. In fact, no matter how hard she tried she couldn’t take her eyes off it. Long, thick, it’s shaft the same color as the human’s skin with a pinkish mushroom-like head just jutting out for all to see. Thick veins could be seen up and down it, each of them pumping the blood that was causing it to stiffen.

His scent was as strange as his stallionhood. It seemed to hang in the air, pungent yet unrecognizable. Never in her life had Cadence smelled something like this. A stallion, a gryphon in rut, a minotaur, nothing she had ever known came close to it. It was all encompassing, so strong that the mare was having a very hard time thinking of anything else.

Without realizing it, Cadence brushed past her wife. She leaned down she drew nearer, resting the tip of Gaius’s cock right next to the base of her horn. The alicorn let out a moan, her hips jerking.

The smell was so strong. How hadn’t she or Gleaming ever noticed it before? How hadn’t their friend sent half the mares in the Empire into a tizzy just walking by on a hot, sunny day?

She lifted her head upward, allowing the cock to rest of her face. She let out a hum, savoring the weight and the heat coming off the thing. The cock twitched, hardening, lengthening. She puckered her lips, kissing the underside of the shaft.

She might have stayed in that position, just leisurely, mindlessly worshipping her friend’s cock, if Gleaming hadn’t grabbed her tail and yanked her backward. Cadence let out a cry of dismay as that weight, that heat, that heavenly smell disappeared. She whirled around to stare at her wife, who’s muzzle was scrunched up in challenge.

“Hey, who the heck said that you’d get first dibs?”

It took a good ten seconds for Cadence to be able to form words. “I… the… that…” She shook her head, trying to cast off the haze around her mind.

Gleaming’s body tensed and untensed, nostrils flaring. She looked over at the human’s maleness, eyes narrowing. Cadence, still not able to properly focus, had no idea if she was just being playful or really ready to challenge her.

A primal part of her wanted to rise to the challenge. Thankfully, sense overcame lust, and the empress took a deep breath—which did nothing to help her because of the human’s musk—counted to ten in her head, exhaled, and smiled.

“You… You’re right, hon,” she said. “I shouldn’t have just helped myself when you obviously wanted to go first.”

Gleaming suddenly smiled. “Go first? Buck that sister,” she said, grabbing her shoulder.

Before Cadence could react, Gleaming pushed her toward the cock, mashing her muzzle against it. The alicorn’s eyes crossed as she felt it jerk, slapping against her cheek. Her wife appeared by her side, dragging her tongue against that mushroom head.

“This isn’t a one pony show. We gotta team up to defeat this beast~”

Giving her a wink, Gleaming grabbed the human’s cock with a hoof and began slapping it against the side of Cadence’s face. The alicorn twitched with each slap, a loud, long groan escaping her. Gleaming brushed the tip of the cock against her lips, and without a second thought Cadence took him into her maw. His taste exploded across her taste buds, causing her eyes to cross.

Gleaming giggled at her expression. “There we go,” she said, teasing Gaius’s shaft with her lips. “It’s a shame that I don’t get to play with the big guy’s balls. Maybe next time we’re at his house, huh?”

Cadence let out a muffled gurgle. With each little lick and suckle she could feel the human, one of her closest friends, hardening. She tried to force herself forward, jaw straining as she took half his length into her mouth.

This was so wrong. What would Gaius think if he could see them right now? Her and Gleaming were taking advantage. She should stop. She needed to stop.

Cadence didn’t stop. In fact, she began to bob her head as Gleaming rubbing her nose against the shaft, stopping to lick at a pulsing vein whenever her wife pulled back.

Soon, under both mare’s expert care the human was at full mast. Cadence continued bobbing her head, letting his tip tickle the entrance to her throat. She could feel the heat between her legs pulsing.

The alicorn pawed against the wall, her back legs clenching and shaking. Shutting her eyes as tightly as she could, she threw herself forward.

“Thuk!”

Her entire body tensed as she felt the human’s tip slip into her throat. She gagged, throat clenching around him. Never had she felt so overwhelmingly stuffed. Her neck was struggling to mold around Gaius’s member. Tears rolled down her cheeks as she gagged again. She tried to swallow, forcing another inch of the manhood down her esophagus.

It was too much, even for her. She couldn’t do it, couldn’t take him to the hilt like he deserved. Nevertheless, she held her position for as long as she could, even as her lungs began to burn and stars started dancing across her vision. Her body jerked and twitched, and it was only until the alicorn saw black spots did she pull off, sending spittle and precum flying everywhere. She fell to the ground, struggling to inhale as one of her hooves reached down to tease her soaked slit.

“B-Buck~!”

Her back had not hit the floor when Gleaming took her place, resting the human’s cock on the tip of her muzzle. “Hello big man,” she purred, using a hoof to stroke him. “You smell so yummy. You mind if I have just a little taste?”

Gaius’s cock, slick with alicorn spit, twitched, a bead of precum welling out his tip. Gleaming lunged forward, licking it up before it hit the ground She let out a surprised hum, eyes widening.

“Salty? Sweet Celestia am I gonna love you.”

Opening her mouth as wide as she could, Gleaming proceeded to swallow the cock. The unicorn moaned as her jaw was stretched, her cheeks puffing out. Her tongue slipped out of her mouth to lap at the underside of the shaft. She was able to take a little less than half of him before she pulled back, wetly sucking as she did so. Gaius twitched, his hips gently bucking at the stimulation.

Gleaming giggled, letting him thrust into her mouth. One of her hooves reached up to grab his shaft and started quickly stroking him. “Tartarus dammit does he taste amazing. Come on Cadence, quit just lying there and help me!”

Cadence blinked. Shaking her head, she scrambled to hooves and got side by side with her wife. She grabbed the back of Gleaming’s head, pulling the mare into a kiss. Their tongues battled each other as the mare’s grunted and groaned.

Cadence extended a wing, using the tip to tease Gaius’s shaft. The cock jumped in her wife’s grasp as she jerked him off, another bead of pre forming out from the tip.

Gleaming let out a mewl, trying, and very much failing, to beat back her horny wife’s tongue. The alicorn shuttered, pushing her wife against the wall. She could taste him on Gleaming’s lips. Her wife had been right; he was tasty. She had to have more. She was going to have more.

She broke the kiss, turning her head and wrapping her lips around the human’s cock, sucking on his tip like a lollipop. Gleaming, with a little nudge from Cadence, quickly joined her.

Their tongues intermingled as they licked and sucked at his head. Gleaming wrestled the cock away, throwing herself forward and gagging as the tip slammed against her throat. She managed a few more bobs before Cadence was able to have her turn, forcing the stallionhood down her gullet and doing her best to swallow.

Minutes passed as both mares threw everything they could at Gaius. Tongues, mouths, hooves, wings. They even rubbed their bodies against him. Their eyes were slick with tears, their muzzles and chests covered in spit and precum, but it didn’t seem to be enough. Gaius was as hard as ever, throbbing and looming over the two.

Sure, they had him leaking like a facet, every once in awhile he’d thrust his hips too, but he didn’t give the mare’s the finish they wanted.

“What the buck is wrong with this thing?” Gleaming demanded, wiping the spit from her face.

“It must not be enough,” Cadence said, tapping the cock against her nose. “He needs more.”

With a snort, Gleaming spun around. She flicked her tail out of the way as a look of determination came to her face. Cadence’s eyes widened in surprise as the unicorn gently pushed her out of the way, lining herself up with Gaius’s manhood.

“Gleaming, what in Celestia’s name are you doing?” she asked.

Gleaming gave her rump a wiggle. “Shh, just let me try something,” she said, taking a step backward. “I just wanna see…”

Cadence watched as her wife continued backing up. A part of her wanted to tell her to cut it out. Gleaming was her mare and she was supposed to be the only one that could have what was under her tail, but no matter how hard she tried to speak up the words just wouldn’t come.

She wanted to see what would happen, wanted to see the look on Gleaming’s face as she forced that monster inside of her.

Cadence’s heartbeat sped up as she imagined the mare’s cries as she was completely and utterly filled.

And what about Gaius? What would he do if he felt himself somewhere far tighter, warmer, and wetter than any mouth? Would he lose his composure and start ramming himself into her wife until her marehood was in ruins, or would he sit back and let Gleaming break herself upon him?

Gleaming grumbled as the human’s cock slid against the top of her rump. She lowered her front half, rising her ass as high as she could, but he was just out of reach.

“Celestia dammit. I’m too short,” she said, frustrated. “I thought that that was really gonna…”

The unicorn trailed off, looking over at Cadence. She looked the alicorn up and down, then back at the cock, humming as she did so.

“Hey, why don’t you give it a try, hon?”

Cadence’s heart jumped into her throat. “I…”

A pinkish aura wrapped around her foreleg, pulling her forward. Cadence resisted the gentle tugging, but her heart really wasn’t in it. She couldn’t take her eyes off the cock just a few steps away, gleaming in the low light from her and her wife’s spit. Cadence dryly swallowed, feeling her tail flag high.

“You should just be tall enough to take ‘em, Cadence,” Gleaming said.

“Are you sure, hon? With my marehood?”

“Hey, it’s not like it’s some random colt down the street. This is Gaius we’re talking about!”

Cadence allowed herself to be turned around so that her rump was pressed up against the human’s cock. She couldn’t help but squeak, her rump jerking backward so that it slid between her cheeks. Gleaming had been right; she was the perfect height for this.

Gleaming smiled, placing a hoof on her cheek. “Go and get ‘em, Candy. Show that cock who has the tightest, tastiest cunt in the whole bucking empire.”

The alicorn bit her lip, grinding herself against that shaft. “Are you sure?”

Gleaming’s horn glowed. Cadence knickered as she felt the tip of the human’s cock brush against her marehood.

“I’m sure as sugar, honey. Now rut that cock before I get a stepping stool and try it myself.”

Cadence gave her wife a tense, jerky nod. She looked back, taking Gaius’s cock with her magic. Her breathing hitched as she rubbed the tip up and down her pussy, eyes widening. The cock twitched in her grasp as the human bucked his hips, pressing his tip against her sex.

“O-Oh… Oh~…”

Slowly, Cadence pressed herself backwards, her lower lips parting. She grunted, grinding her hips, trying to find a way to get him inside of her.

For a horrible, terrible moment, she thought that she was just too small for him. Gritting her teeth, she pushed herself back with a good deal more force.

“Come on… you stupid—hurk!”

Gaius’s mushroom head slipped into her marehood and sank in the first few inches, stretching her like nothing had ever before. Cadence froze, eyes widening to the size of dinner plates. Her wings sprung from her sides, nearly hitting Gleaming in the face. He felt so warm inside of her. She could feel him pulsing, sending a little spurt of pre into her.

Cadence’s jaw opened and closed like a fish out of water. Her marehood rippled around the cock, milking the massive length. She forced herself back with a little bounce of her hips, mouth opening as she felt the human’s cock forcing its way into her.

“Oh gosh… Oh my bucking C-Celestia…”

She had never taken anything this big, but from the very bottom of her heart she couldn’t help but feel thrilled. It felt like a part of her that she had never known was coming back to her. She felt happy, completed. A royal slut that had finally found a stallionhood that was finally worthy for her.

A whorish whinny escaped her throat as, with one last little shove, she felt her rump connect with the wall. If it weren’t for the cock buried deep inside of her, she might have crumbled to the ground in a heap.

“There you go, Candy!” Gleaming cheered, throwing her hooves up. “I knew you could take all of him.”

“H-Hah…”

“How’s the big guy feel?”

Cadence’s tongue lolled out of her mouth as she felt a wave of pleasure explode across her body. “H-Hah… Big…”

Gleaming grinned. “You like that cock, huh?”

The alicorn felt the cock in her shift. Gaius was slowly pulling his length out of her, and with each inch she could feel herself becoming more and more empty.

A flash of panic hit her. Did he find her lackluster? Not tight or wet enough? Was he just going to leave and try another room?

Her fears were misplaced however. Gaius pulled back until just his tip was inside of her before he thrusted forward. Cadence’s back arched as she felt herself being speared on his length all at once, his tip kissing the very deepest part of her. She was only able to savor her fullness for a brief, wonderful moment before the human began fucking her at an even pace.

“Yeeeeeeeeessssssssssssss~” she hissed, her flank bouncing and her body rocking with each thrust.

Gleaming growled, lurching forward to kiss her wife. Cadence couldn’t even return the affection, too focused on the stallionhood ramming in and out of her.

As Gleaming’s tongue forced its way into her mouth, the tip of her horn glowed.

The alicorn’s hears perked up as she heard the sounds of someone’s hips slapping against the wall and masculine, bestial grunts. It took a few moments, but she eventually realized that Gleaming had taken down the soundproofing spell. If she made any noise Gaius would hear her, and if she were unlucky the human would realize who he was actually fucking.

Cadence let out a squeak, her whole body tensing. Her marehood clamped down on his cock but he continued to thrust into her, only picking up speed as the seconds passed. Pleasure made the mare’s eyes flutter. She moaned into Gleaming’s mouth, her wings drooping down onto the floor.

“Sweet Celestia do you look cute when you’re cumming,” Gleaming whispered, brushing a bit of hair out of the alicorn’s face as she soaked the floor below her.

“Gleaming… t-the spell… we can’t…”

“Do you think the big guy here could knock you up?” Gleaming asked, licking her nose. “I bet he’s got a big, thick load for ya, and I don’t remember either of us casting any spells to stop anything like that from happening.”

Cadence mumbles incoherently, her hips rocking back in time with Gaius’s thrusts. Her front half gave way as the human grazed a very sensitive spot inside of her, and it was only because of Gleaming that she didn’t fall flat on her face.

“Is that what you want, Candy? A half-breed foal in your belly?” the unicorn whispered in her ear. “Do you want that big stallion to put a baby in you while I lick up the rest of his cum from your pussy?”

Cadence tried to hold back but couldn’t help but let out a moan a few thrusts later. That turned into a scream of pleasure as her eyes rolled around in her skill.

“Yes~! YES~! Oh buck yes!”

Gaius was thrusting at a breakneck pace now. The wall was shaking as he pounded away. Both Cadence and Gleaming could hear his breathing becoming ragged, and Cadence could feel his thrusts becoming more sporadic and jerkier. He was going to cum soon.

The alicorn’s heart leapt for joy at the thought. He was going to fill her up. If she were lucky he might even make her a mother.

“Come on… Cum in me,” she begged, sweat pouring down her muzzle as she slammed her rump against the wall with renewed vigor. “I want all of it!”

“That’s the spirit!” Gleaming said, grabbing a hoofful of her mane and tugging hard.

Cadence’s eyes bugged out of her skull as her head was forced up toward the ceiling. She clamped down on Gaius’s cock as she found herself pressed up against the wall, cumming hard. As she did that, she could hear the human let out a curse as he hilted her. His cock began twitching hard, it’s head ballooning.

“Yes! Yes, yes, yes, yes, yes, yes, oh bucking Celestia, yes!”

A scream that shook the room escaped Cadence’s mouth as she felt the first spurt of cum hitting the very deepest part of her. It was the kind of load that she had been wanting all night; thick and large, and to her delight there was far more than where that came from.

The human spurted again and again, filling her up long past her own orgasm. Cadence eventually went limp , held up by Gleaming as she felt cum pooling around the human’s cock to fall onto the floor.

She couldn’t help but giggle like a drunkard. “It’s so warm,” she said as Gaius’s manhood finally began to soften inside of her.

She let out a whine as she felt him pull back.. If he pulled back most of his cum would fall out, and that just wouldn’t do. Unfortunately, she was too exhausted to do much about it as the human’s member slid out of her with a wet plop. With nothing to hold her back end up, she crumbled to the ground, sweaty, cum-covered, and breathless.

Gleaming looked down at her wife with a smirk. “Good going, sis. I knew you could do it.”

Her gaze shifted, watching Gaius push his now limp stallionhood back through the hole. Even soft as it was, it was still a long, fat thing. Gleaming’s nostrils flared as she took in Cadence and his scent mingling in the air.

Stepping over her wife, the unicorn booped her nose against the cock. “And you did great too, big guy,” she whispered, licking his tip clean with short, even strokes. “We’ll have to do it again sometime. Maybe next Friday?”

A few feet away, Cadence let out a hearty groan of agreement.