Sky Runner x Carbon x Lilo
Smoke billowed from one of the many chimneys poking out from the top of a very dirty and white apartment complex. Chalky, black puffs of the smoke clouds heated the roof and air around the chimney, melting the snow that had freshly fallen over Equestria only hours before. A sizeable circle was left in the smoke’s wake, browned and charred slightly from the poorly constructed protection to keep the roof clean.
The ground fared better against the heat, retaining a sheet several centimeters high of snow. Bushes and grass lay completely covered, hibernating beneath a cold blanket for the ground, while the sidewalks and streets in front of the apartment had employees shuffling around outside in the cold shoveling snow away. No pony said a single word as they went about their jobs, completely content with the changing of seasons and the beauty that came along with the snow covered ground.
Inside the apartment with a billowing chimney sat a small, dirty white pegasus with a blue mane and tail next to an even smaller changeling with pink eyes. They huddled up next to each other on the couch in front of the fireplace, watching as the logs burned and crumbled into ash under the powerful heat of the fire. The entire apartment living room felt the heat from the fireplace, becoming more and more toasty and suffocated as the fire dragged on.
The changeling nipped at the pegasus’ neck, letting her fangs brush against his coat in order to get his attention. The pegasus twisted his head and looked down at her with a smile.
“Carbon, can you open a window in here?” the changeling asked, snuggling her head up under his chin. “It’s getting a little more difficult to breath.”
Carbon kissed her at the base of her horn. “Give me one second, Lilo, I need to untangle myself first.”
“You could just drag me,” Lilo suggested, holding him a little tighter. “I can’t seem to find the strength to move my arms away.”
“But you can find the strength to squeeze me tighter?” Carbon asked, gasping when he feels Lilo tighten her grip. “You know... I find it requires less strength... to release a pony than to hug him tighter!”
Lilo giggled and buried her face into Carbon’s neck. “Oh alright, I’ll go let you do what I wanted you to do.” She released her grip and scooted back on the couch, allowing him enough room to get up. She stuck out her forked tongue. “Just make sure you do it quick or I might get too cold.”
“Right, get cold in a room as hot as this,” Carbon said as he rose from the couch and rolled his eyes. He trotted around the couch and walked over to the front door where a window was. He stopped at the window and fumbled with the lock on it, pulling at it a few times to dislodge the lever and unlock it. He pulled the window open, instantly allowing for a cool breeze to waft into the room. He nodded his head at the lock and turned to walk back over to the couch, but he stopped once something caught his eye.
Walking along the outside of the apartment was a small, white pegasus mare with a red mane and tail. She had a bandaged wing and a pair of light blue eyes, as well as a pair of black horse shoes for a cutie mark. She made a beeline right for his apartment, then stopped at his window and beamed at him.
“Hi, Carbon!” she greeted, cocking her head.
Carbon stared at her with wide eyes.
“S-sky? W-what are you doing here?” Carbon stared past her and the railing out onto the landscape covered with snow. “It’s freezing outside!”
“Well, are you just going to stand there gaping at me or are you going to let the mare in?” Sky asked, winking at him. She hopped over to the door and knocked.
Lilo peered over the couch with her ears folded back, looking over at Carbon. Her wings fluttered behind her anxiously.
“C-carbon? Who is that?” Lilo asked.
Carbon moved over to the door and unlocked the locks he had bolted against the door.
“Um... Do you remember Sky Runner?” Carbon asked, glancing back at Lilo. “She, uh... She helped me rescue you from Zumas all those months ago. Her note is still on the refrigerator.”
Lilo’s ears perked, and she relaxed a bit. She popped the rest of her head above the couch.
“Oh... I remember her,” she said. She glanced out of the window and caught a glimpse of Sky’s bushy, red tail. “W-what is she doing here?”
“We’re about to find out,” Carbon said as he opened the door. He was instantly tackled to the floor by Sky, who kissed and licked him up and down and all over his cheeks and neck. Carbon sputtered and coughed, overwhelmed by Sky’s enthusiastic greeting. “S-sky, what are you... S-sky!”
The pegasus mare stopped assaulting Carbon with her kisses and licks and looked up, locking eyes with Lilo. She narrowed her eyes and licked her lips.
“Don’t think you’re going to escape this,” Sky said. She lept into the air and tackled Lilo over the couch, pinning her on the floor between the couch and the coffee table. Lilo only had a moment to take a breath before Sky then assaulted her with more kisses and licks than she did with Carbon. They both giggled, and Lilo even managed to get in a few licks on Sky herself.
Carbon rose to his hooves and smiled before closing the door behind him. He walked around the couch to where Sky and Lilo were and sat down at his flanks. Both of the mares slowly came to a stop, and Sky rolled off of Lilo and onto her back.
“So, Sky...” Lilo began, panting. “What brings you... here?”
Sky sat up and twisted herself around so that she could face Lilo and Carbon. She still had a smile stretched across her face.
“Oh, I came to collect on a deal I made with this guy over here,” Sky said, pointing her gaze in Carbon’s direct. “All those nights ago when we kicked Zumas’ flank, I made a deal with him that if I helped him, he would give me something I want in return. It’s not anything too terribly difficult or rare to acquire, all it requires is a bit of motivation to start.” She narrows her eyes and bites her lip.
Lilo arched an eyebrow and twisted her head to look over at Carbon. He smiled uneasily back at her and scratched the back of his head.
“What did you promise her, Carbon?” Lilo asked, a little smile forming on her lips.
“I think I can answer that for you,” Sky said as she rose onto all four of her hooves. “That night when he came to rescue you, he walked into my room at the brothel and approached me. He was a little shy at first, but once he planted that first kiss on my lips I knew I had to have him.” She took a few steps forward, extending one of her forelegs over Lilo. “So when he caught me off guard with that dagger around his waist, then asked for my assistance without a hint of hesitance in his eyes when I had him pinned on his back, I struck him a deal.” She walked the rest of the way to Carbon and placed her forehooves on his shoulder. “I told him that I wanted to have both of you as a reward. I wanted to have you both fuck me silly well into the night, because who says that a mare can’t have a little fun from the ponies that she struck a deal with.”
Carbon had hardly enough to let out a peep before Sky pressed her lips against his own. He felt his lips open willingly to her touch, and in seconds her tongue had plunged itself into his own mouth, wrestling with his tongue for who could control occupation of his mouth. Carbon lost control of his senses for a moment and fell onto his back, taking Sky with him and holding her on top of them. Their bodies wiggled together all the while that they kissed, their chests sliding together and their hind legs brushing up against each other to feel the other’s soft coat.
Lilo blinked, hardly able to comprehend what was going on before her. Her coltfriend had promised to fuck this mare with her, and now was letting just that happen as Sky lay on top of him, sucking his face. She felt heat flush to her face, and the small smile that she still wore on her face grew larger. She rose onto all four of her hooves and practically pranced over to Carbon and Sky.
“So this is what that little note was about, eh Carbon?” Lilo asked in a singsong voice, stopping right behind Sky and Carbon. She look down at Sky’s flanks, watching as they swayed back and forth.
“Mmmmf...” Carbon ripped his lips from Sky’s. “It’s not what-mmmf!” Carbon was stopped short as Sky pressed her lips onto his own again, this time bent on forcing them to hold their breath until the other turned blue.
“I think it’s clearly what it looks like,” Lilo said, lifting one of her hooves to move Sky’s tail to the side, revealing the second pair of lips that resided just below her small flanks. They were already soaking wet and dripping. She giggled. “And you know what, Carbon? I’m in full agreement with Sky on this one. A mare can have a little fun with the ponies she strikes a deal with.”
Lilo lowered herself behind Sky and Carbon, and she wrapped both of her forelegs around Sky’s hind legs. In front of her lay Sky’s dripping sex, and she smiled as the thin pink slit rocked side to side from Carbon and Sky’s kissing. She stared for a moment longer, then let her forked tongue slide out of her mouth and drag itself between Sky’s fold. The taste of her cunt was even better than the look.
Sky stopped fighting against Carbon’s tongue and let out a low moan into his throat. She yanked her lips away from Carbon and looked behind her, observing as only the top of Lilo’s head poked out above her flanks. She felt Lilo drag her tongue across her slit, lapping the juices that poured out of it like a waterfall, and tickling the folds like she was blowing raspberries on a foal. She threw her head back and stared at the ceiling, gasping for air.
“Oh Luna, Lilo.... where did you... learn to do that?” Sky asked, doing her best to stay focused. She felt Carbon kissing her up her shoulders and on her neck.
Lilo smirked, and without missing a beat said, “That’s a secret that I’m willing to teach.”
She dug her tongue further into Sky’s folds and swirled it around, then dragged it up towards her clit. Sky’s cunt was absolutely dripping with her sweet sex juices, soaking Lilo’s tongue with their fresh vanilla flavor. Little dribbles coated Lilo’s chin and rolled down her neck.
Sky felt a wave of ecstasy wash over her, Lilo’s tongue overwhelming all of her senses. Her moan reverberated off of the walls of the apartment and echoed outside through the opened window next to the front door. She hadn’t even came yet and she already felt as if she was going to burst.
All the while that Lilo played with Sky’s pussy, Carbon’s cock had slid out of his sheath and pressed up against Sky’s underbelly. The mixture of Sky’s moans and Lilo’s slurping, in combination of Sky’s warm body twitching and pressing against his own, forced his cock to grow larger and larger. He was itching to find some sort of hole to fill at this point, but with both of the mares with him occupied, he settled for nipping and kissing at Sky’s neck and shoulders.
“Oh, what’s this?” Lilo asked, staring at Carbon’s member. It’s swollen girth and twitching veins peaked her interest, and she pulled her tongue back into her mouth and took Carbon’s cock from underneath Sky, pulling it out until it was free and then resting it between her flanks. She cocked her head. “I had no idea you would be this excited about this, Carbon. I have a feeling you were looking forward to this for a long... time.”
Carbon’s eyes widened when he felt Lilo drag her tongue along his cock from the base of his shaft to the tip. She used the fork of her tongue to tickle his cock on either side, and took a good, long lick to get a sufficient enough taste. Licking her lips once she had reached Carbon’s tip, she smiled and plunged the cock deep into her mouth, fitting it between her fangs and taking in as much of his member as she could handle.
“Oh, what a good girl,” Sky said, smiling back at Lilo, then turning her attention back to Carbon. She lowered herself and licked his muzzle. “Your fillyfriend back there sure knows how to take a fat cock. I think she might even be able to give me lessons.”
Carbon groaned as Lilo pulled her lips against his cock, lifting her head back up. Her hot saliva, dripped out of her mouth and rolled down his shaft all the way to the base, dribbling onto his sack. She let go of his cock with a pop, prodded it with her tongue for a moment, then took it back into her mouth. Instead of holding it within her mouth this time, she began to bob her head up and down, using her lips to tighten around his cock and stroke it at every point around its circumference.
Sky watched on in awe at Carbon’s facial expressions, grinning as he was clearly enjoying himself and Lilo’s tongue. For the moment, she was content that her own dripping cunt had been forgotten, and so she took it upon herself to have another go at kissing Carbon. She leaned down and pressed her lips once against against Carbon’s muzzle, and she was met with a hungry, lustful kiss from the pegasus himself. She instantly melted, allowing for him to push his tongue deep into her mouth.
Lilo’s head bobbed up and down, and she did her best to take in as much of Carbon’s cock she could with each down stroke. She felt his girth press against the back of her throat, and she had not even reached the base of his member. She was determined however, having her tongue slip out from between her lip and his shaft and slide down to the base and touch his sack. Carbon groaned, throwing his head back and breaking from Sky’s kiss.
“Lilo, I think you’ve had your turn!” Sky shouted behind her, lifting herself up to look behind. “I want... No, I need him inside of me right now.”
Lilo pulled her mouth from Carbon’s cock and took in a gasp of air. She grinned at Sky.
“If you say so,” Lilo said, tugging on Carbon’s shaft with her hooves. “Up, up!”
Sky lifted herself up and placed her forehooves on Carbon’s chest. She looked back, and with Lilo’s help, she positioned her dripping cunt right over his throbbing cock and pushed herself down. Sky let out a quiet whimper as she felt his cock fill her pussy, and she didn’t stop pushing down until she felt the base of his shaft pressing up between her legs. She felt absolutely full, panting and staring down at Carbon with her tongue hanging out.
“I... got it...” Sky said with a small grin. She shifted her hips, rocking Carbon’s cock inside of her. “N-now, how about you... give me what I want... like the good slut... that I am, hm?”
Lilo scooted herself up behind Sky and wrapped her hooves underneath Sky’s chest, squeezing her close. Her tongue slid out of her mouth and licked up the side of Sky’s ear.
“You’re in for a ride, Sky,” Lilo whispered into Sky’s ear. She nodded at Carbon, then bit down on Sky’s ear and pulled.
On command, Carbon thrust his hips to shove his cock back up Sky’s pussy when she moved away with Lilo’s bite. Sky threw her head back, following Lilo as the little changeling pulled her further and further back until her forehooves almost left Carbon’s chest. The overwhelming sensation coming from Carbon’s thrust and Lilo’s bite forced a moan to erupt from Sky, and she closed her eyes in order to steel herself as Carbon thrusted his cock into her again.
Carbon quickly picked up speed with his thrusts, going from mere shoves of his cock into Sky’s cunt to fully pounding his pelvis against her body. With each thrust, Sky felt as if Carbon was tearing her apart, and that Lilo might rip a bit of her ear away from those fangs of hers. She opened her mouth to try to say something; that it felt amazing, or that she wanted more, but her words were lost as she released moan after moan, almost falling in time with Carbon’s rhythmic motions.
In combination with Sky’s moans, Carbon let out a few grunts and pants of his own. Her small, tight pussy wrapped around his cock sent shivers up and down his spine, and her warm sex juices soaking his cock spurred him on to ravage her pussy. He stared up at her, watching as she sat at the complete mercy of both he and Lilo, lost to their merciless fucking and biting.
Lilo let go of Sky’s ear and kissed the pegasus down her cheek and onto her neck. Sky’s body was so warm, and she was holding out so well against Carbon’s onslaught. She smiled.
“How about I have a turn?” Lilo whispered into Sky’s ear.
Carbon slowed himself down to a stop, and he let his cock twitch and throb hungrily within Sky’s cunt. The pegasus mare sat on top of him for a bit, panting and gasping wildly, all the while smiling down at Carbon. After a moment, she looked back and began to lift herself from his cock, watching as the length of his member slid from her cunt and sprang towards Lilo once it was free.
“Carbon... fuck...” Sky panted. She looked back at Lilo and saw that the changeling nod at her to move forward. “Oh... do I have a... treat for you.”
Sky dragged herself forward over Carbon’s body, letting him get a good view of her underside as she moved along until she came to a stop with her pussy overhead. Letting him have a good view for a second, she turned herself around to face Lilo and then sat down on his face, pressing her cunt up against his muzzle. Immediately Sky let out a moan, feeling Carbon’s tongue brush between her folds as he didn’t waste a second.
At the same time, Lilo crawled on top of Carbon and positioned her own dripping cunt right over Carbon’s twitching cock. Her pussy was even smaller than Sky’s was, but that didn’t stop Lilo as she sat down on his shaft, sliding it up her until she felt as if she was going to pop. Looking down, she saw that she still had a bit of clearance to the base of his cock. She shuddered, imagining how Sky was able to take all of it.
After only a second, Carbon resumed to thrusting his cock, this time pounding Lilo’s pussy with hardly any time to warm her up. She squeaked and fell forward, only to be met by Sky with a kiss. Their lips connected, albeit a bit clumsily, and Sky immediately forced her tongue into Lilo’s mouth, who was unable to defend herself against Sky’s advance because of the merciless pounding her pussy was already receiving. She instead moaned into Sky’s mouth, throwing out any sense of dignity just to experience the full power behind Carbon’s cock.
The two mares sat on top of Carbon, content with letting him fuck them both until his heart’s desire. Sky melted under Carbon’s tongue, feeling him rub up between her folds, push into her cunt, and wrap his lips around her clit and suck. She felt the pressure building up between her legs, and for every lick Carbon dragged across her pussy, she felt even closer to bursting. Lilo fared no better, immediately surrendering to the brutality of Carbon’s cock as it pounded her pussy. She felt as if she was being torn open, and she quickly felt the pressure that was building between Sky’s legs to find a place between her legs as well. The two mares were so close, all they wanted was for Carbon to let them come.
Much to their satisfaction, Carbon gave one last thrust up into Lilo’s pussy and exploded, his cum shooting up into her like a torrential tidal wave. The pressure overwhelmed Lilo’s senses, that one last thrust sending her over the edge, and she came all over Carbon’s shaft. Together they bust, their juices quickly filling Lilo’s pussy and shooting out all over Carbon’s sack and onto the floor. At the same time, Sky was unable to escape coming together with the two ponies, and she let out a scream as one last lick from Carbon’s tongue over the top. She came and squirted her sex juices onto Carbon’s muzzle.
All three sat for a moment in the same position, panting and gasping for air. Sky and Lilo barely were able to hold themselves up, their forehooves shaking violently as they stared into each others’ eyes. After a moment, they could not stay up anymore, and both slid themselves off of Carbon onto their sides on the floor. The group looked like a complete mess, soaked in sweat and sex juices, all gasping for air.
Carbon slid himself up to in between the two mares, instantly having both of them turn over and snuggle their bodies up close to his own. Lilo had herself tucked up underneath Carbon’s chin with her hoof across his chest, while Sky had her own head laying on his stomach, centimeters away from where his flaccid shaft lay.
“C-carbon, Lilo... I-I just want to say, that was... amazing,” Sky said between pants. “You two sure know... how to show a mare a good time.”
Lilo giggled and looked up to kiss Carbon underneath his chin.
“I give all the credit to... him,” she said. Carbon smiled. “He doesn’t look like it, but... he’s excellent at what he does.”
“ ‘Doesn’t look like it’?” Carbon asked, arching his eyebrow. “What’s that supposed to mean.”
“Oh, nothing!” Lilo said, giggling some more. “Nothing whatsoever.”
Carbon shook his head and stared up at the ceiling. Everypony curled up close to each other, happy to bask in each other’s heat and sweat even with the fire still going on in the fireplace. They all were wiped out, happy, and satisfied over the completion of Sky and Carbon’s deal.
“You know, we should really make another deal again for the future,” Sky said. “Any objections?” Both Carbon and Lilo shook their heads. “Well, it’s settled then.”
Snow had begun to fall outside of the apartment once again, intended on making a thicker blanket to cover the city of Canterlot. Ponies everywhere reveled in the joyous occasion and the happiness that winter brought with it, but none more so that the three that side beside the fireplace, falling fast asleep before the late hours of nighttime could descend upon them.
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