The sun was getting ready to set, as the train conductor checked his stopwatch to confirm they were on schedule.

“We'll be arriving at Manehattan in twenty minutes! All passengers please check your surrounding area for personal belongings, thank you”

He called out into the train, walking along from front to back calling to make sure everypony heard.

“Twenty minutes? I say, we finished just in time” Fancy said, as he looked down to his beautiful mare's ass, his seed running down the crack and coating the cheeks in globs.

“Mmm, you enjoy yourself, Fancy? Or did you have another one in you?” Fleur said with a giggle

“Fleur! Keep this dirty talk up and I'll spank your bottom again!” He said playfully, getting up to clean himself off.

The high society mare turned on her side, feeling he seed run off of her flank and into the sheets.

“Dear, what's the point in threatening me of a spanking? You know I'll enjoy every swat” She winked at him, wiggling her flank in the soft bed.

“Oh? Are you saying I shouldn't ever spank you again?” The stallion said with a knowing smirk on his face, as he ran a clean damp cloth over his lower parts.

“Ooh! You wouldn't dare! I'm your naughty filly, and I need my spankings” She mock-whined, sprawling out on the ruffled and dirty sheets. Ever the drama queen.

Fancy chuckled to himself, as he had finished cleaning up and sprayed a little cologne on himself to mask the smell of sex. He brought a new damp cloth to his mare, and began to rub it up and down her thighs with his hooves.

“This is what I love about you, my dear. I can act my self around you. I can be as dirty as I want and not have a single worry of being judged. And it's because you are just as sex crazed as I. I dare say, my testicles would be right blue if it weren't for you.”

The mare soaked in her lover's words, and relaxed to his cleaning. With a sigh, she sunk into the bed, her eyes closing in utter contentment. It was nice to get out of Canterlot.

She remained relaxed, feeling the cloth run down her inner thigh, and back up, then back down again. It was no surprise to her when it kept going down, and rubbed into her puffy lips. She didn't even try to stifle her moan. Then the cool cloth left her hot mound to travel up her other thigh, she let out an 'Aww' and heard Fancy chuckle.

*** *** ***
The two bakers had fallen asleep against each other, only to wake when the conductor called out the time. To Carrot's surprise, the three foals across from him hadn't acted up or cried a single time during the trip. This mare really IS talented in childcare, he thought.

“Sleep well, dears?” The two bakers heard over the rattle of the train. Cupcake yawned and stretched.

“Ahh. Surprisingly better sleep than I usually get at home” She exaggerated with a smile, the other mare laughed.

Over the course of the trip, she'd told them she was on her way to Manehattan to meet her husband who'd gone on a business trip, the trip was over, but the two were going to stay in a hotel to have a week alone while her mother, whom she said lived in Manehattan would watch after her three bundles of joy. Seems like the Cakes weren't the only ones with the idea of a retreat on their minds.

Mr. Cake wrapped his hooves around his wife, giving her a kiss on her lips.

“Hello, hon. Are you ready to be in the hotel together?”

“Mmm I can't wait” she giggled softly into his ear

“That reminds me,” the maternal mare said. “What hotel will you two be staying at? My husband reserved us a room at the Extended Neigh hotel just off of Tame Square.”

The couple's eyes brightened at this. “That's exactly the hotel we booked! Isn't it a small world?” Carrot said.

“Goodness! You simply must meet my husband! Deal Striker, he's a successful business pony. Owns several orchards far out west, keeps many Manehattan bakers supplied. He's looking at merging with a private rail company to ship his goods to other cities. He makes me so proud to call him my husband”

“Well he sounds like a good guy, of course we'd like to meet him.” Cupcake said politely

“Wonderful! We could go on a double date! He knows the perfect restaurant. Tell me, do you like Marediteranean food?”

The Cakes looked at each other and shrugged. “Never had it before... Wouldn't mind trying, though. Me and Cupcake are always up to trying new things”

“Oh, you'll think you've died and gone to heaven! Me and Striker love Marediteranean! How does tomorrow evening sound? We'll knock on your door at 5, what room are you staying in?”

“We're in room 3D” The two said in unison, then looked at each other surprised.

“3D? I'll be in room 5J if you need anything, dears. By the way, my name is Maternity Ward. Used to be a nurse, then a midwife. Now a happy housewife with three” She smiled.

*** *** ***

The train had pulled into the station, and the wheels screeched to a halt. Much to the delight of the conductor, they'd arrived three minutes ahead of schedule.

All the passengers had left the train and were collecting their luggage, as one stallion once again concealed in his trench coat and hat, scanned the crowd for the familiar blue mare and her yellow stallion. Apparently they were hiring a carrier to move their luggage to whatever reservation they'd made. He took a mental picture of the cart and made his way back to his waiting mare.

“Well? Do you have a place for us to stay?”

“As a matter of fact, I do. I think you'll be surprised. I'm sure its a rather quaint establishment. We only need four walls and a bed, at any rate.” He joked, leading his beloved to the hotel he had no idea where it was. Just follow the cart, Fancy He said to himself.

At last, they'd arrived. The Extended Neigh. Quaint indeed. The hotel was only rated three horseshoes, but he honestly didn't mind. He knew the Penthouse Suite would be well suited to his mare's needs.

They followed the Cakes to the reception desk, and listened intently as they checked in.

“Excuse us, we're here to check in to our room” Carrot said.

The mare behind the desk was light pink, and wore a red jacket, the hotel staff uniform.

“Of course! Name?”

“Carrot Cake”

The mare, 'Candy' by the looks of her name tag, flipped through a ledger for a moment.

“Sorry, no Carrot Cake.”

This surprised the stallion.

“Well, how about Cup Cake?”

“Nope. No cupcake. What room did you reserve?”

“It was room 3D, and I'm sure we reserved it.”

“I'm terribly sorry, sir. But my ledger shows that 3D is occupied, see? The key is taken as well.”

Fancy knew the situation warranted his intervention, he'd swoop in to save the day and make friends with these two ponies in need. An idea came to his mind.

“Ahem. Excuse me, 'Carrot' was it?”

The yellow stallion turned, and was met with a strange stallion in a tan trench coat. His voice sounded rather refined.

“Y-Yes, Carrot's the name. And you are?”

“A friend. I couldn't help but overhear your reservation trouble, and wondered if you'd let me handle the situation? See my lovely marefriend and I were reserving the Penthouse Suite of this rather quaint establishment, and it'd be plenty big for eight ponies, let alone just four. What say you, my good stallion?”

Cupcake was shocked. He looked to his wife, still arguing with the receptionist, then back to the stallion in front of him.

“W-well we wouldn't want to impose... I mean, me and my wife were kind of hoping to have a private room...”

“Nonsense, Carrot! I'm sure that in a suite as large as this hotel boasts, we'd never see each other if we didn't want to, and we'd hear nary a peep through the thick walls. Between you and me, the only reason my lovely mare and I are here is to get away from high society and enjoy each other's company.”

Carrot was still very unsure...He saw his frustrated wife walking back to him from the sorry looking Candy. He turned his attention fully to the rich pony and steeled himself.

“Well, Mister...” He paused.

“Er... Fancy Pants” The stallion said in a quiet voice.

“Mr. Fancy, my wife and I would love you take you up on your offer.”

*** *** ***

The four ponies walked down the hall to the elevator, Carrot and Cupcake at the back of the group for once. The yellow baker knew he was in trouble from the look on Cupcake's face. She didn't trust hotel room offers from strangers, and she certainly didn't seem to appreciate Carrot making such a decision without her input. She just wanted a relaxing retreat with her husband in a small hotel room.

As they reached the elevator, Fancy took his key and inserted it into the slot at the top of the buttons. A bell chimed, and they were ascending to the Penthouse. The elevator jerked to a stop and the bell chimed again, and the doors slid open, revealing a rather large foyer with a small water feature on a stand alone wall.

To either side of that wall were entry ways to the large living space with seating, and dining accommodations. On each wall there was a door to a bedroom, and in the center of the seating area was a shallow bubbling hot spring that could easily fit the four ponies and then some.

Fancy and Fleur were shocked, their expectations were much lower than what they got. No wonder it costs thirteen-hundred bits per night. The rich pony said to himself.
The Cakes were absolutely blown away. They'd never even come close to this level of luxury in their honeymoon suite at the Ponyville Stable Inn. In fact, this suite made the pictures they'd seen of room 3D look like an outhouse. They turned from the beautiful décor and saw the couple removing their unnecessary coats and hats. It was then that Cupcake recognized who these ponies were, at least the stallion.

“H-honey! That's! That's F-Fancy Pants! The most important pony in the Canterlot Elite!”

“The what now?” Carrot had to admit, he never cared much for those magazines Pinkie got his wife reading. He was perfectly happy to never know the names of those aristocrats he thought he'd never meet.

“Ah, yes. Now you see why poor Fleur and I had to keep our cover. Our little retreats aren't very interesting when we are constantly being followed by poniratzi. Isn't that right, dearest?”

“Indeed. We really like to just retreat from the high society life every once in a while. But we can't very well do it with our faces showing everywhere go”

At this the Cakes seemed to understand and relax a little.

“So you wanted us to stay in your suite, why?” Cupcake was still a little suspicious.

“The honest truth, madame is that when I laid eyes on you two this morning it made me wish dear Fleur and I could live simple quiet lives as you do. Fleur and I would have been married years ago if it wasn't for our image. I need to seem 'available' to keep my sway in the Elite.”

Fleur chimed in “A married stallion doesn't have much sway when half the aristocracy is female, and a third of the stallions are pampered colt cuddlers. Though Fancy and I have been passionate lovers for many years, and swingers for the last few of them”

This drew a blush to Fancy's cheeks, and left the Cakes confused.

“I uh... 'Swingers'?” Carrot asked.

“Ah yes, you see. Fleur and I... On occasion... Swap partners with another... couple.”

With the looks he was getting from the two ponies in front of him, he felt pressured to justify his statement.

“Its a very healthy way to keep things fresh in the bedroom! As long as all parties are consenting and comfortable with it, I find it greatly affected our relationship for the better, wouldn't you, Fleur?”

“Why of course! We've never been happier together since we opened our relationship to others. I find it really strengthened us and brought us together.”

The Cakes seemed to accept this, and Cupcake smiled

“Well, I can't judge another for their kinks. It sounds fun, really. Anything to strengthen a couple's special bond, right dear?”
“O-of course honeybun” Carrot was daydreaming about what it was like to swap partners.

“We're glad you are so understanding” Fancy said warmly, leading the group to the seating area.

“Me and my darling Fleur will be in the master room washing up and unpacking. You can take any room you like, and don't be shy about room service! Feel free to order whatever you desire on a whim. You are my guests, and you will have the best.”

“Thank you so much” Carrot said as the two closed their door. He turned to look at his wife.

“Well? What do you think of my decision now?” He boasted slightly.

“I'll deal with your punishment later, dear.” Cup teased “But as for the suite, I admit it's lovely. Think Fancy would mind if we ordered a bottle of champagne?”

Carrot grinned wide

“I don't see why not, we are his guests, after all.”

*** *** ***

Carrot groaned loudly, as he was denied yet another orgasm by his mistress. It wasn't often he was the submissive one, but he loved it every time he was.

“Oh, I'm sorry. Did you want to cum, pet?”

“Y-yes mistress”

Cup tightened the bonds on his hooves, making extra sure he couldn't wiggle free to please himself. His front hooves were tied behind his back like a chicken, and his back hooves were on a spreader bar, leaving his painfully erect cock stranded, with two bubbly flanks grinding wet lips into the shaft, the hood of his cock rubbing into his belly.

“Well you're going to have to please your mistress first! You like to please me, don't you pet?”

“Yes mistress! I exist to please you! Use me!” Carrot begged

The blue mare grinned as she slid her flank up her pet's shaft, and along his stomach to his muzzle, until he could feel his nostrils on her sensitive lips, her plump cheeks enveloping his face and her scent overwhelming his senses.

“Lick” She commanded sternly

Her pet wasted no time, his tongue eager delving into her folds. He still had limited control over where he licked, and he chose to tease, by just licking the lips between her dripping entrance and her throbbing clit, until she decided to grind her flanks up and down to smear her juices into his face.

“Buck yes! Lick me like a dog!” Cupcake cried as she ground her clitoris into her pet's tongue, feeling herself getting close so soon, she'd been really pent up. Several minutes later, her grinding seized as her body was rocked by a massive orgasm, Carrot kept his tongue moving in a steady fast paced rhythm as his mistress rode out her orgasm, squirting a hot load of mare juices into his wide open maw.

Finally she came down from her orgasmic high, and allowed her pet a breath of fresh air by raising her rump a little. She heard a loud gulp as suspected he'd just guzzled the cum she felt herself squirt. She moaned as she felt her arousal rising again at the thought of her glazed carrot cake.

“Good boy. Do you want to cum?”

“Yes mistress”

“Then lick your mistress' rump really well, and she'll give you a really good orgasm. Understand?”

“Yes mistress, let me lick you”

Such a good stallion. She lowered her rump down, sliding slightly down so her plothole pressed against her pet's nose. His tongue sent a jolt up her spine. She always loved to be licked there, in her most dirty place. The dominance really got her hormones flowing. She looked to her pet's rod, and saw it was oozing precum, he was so close to the edge.

“You're such a good plotlicker, you filthy dog. Lick your mistress clean”

She said as she bent down and took her pet's stiff erection between her hooves. His tongue nearly faltered at her touch, he needed release so bad. She spat on his hood, causing him to spasm, and slowly licked up the shaft to meet with her lips where she spat. She could feel his flesh pulsing with his heart, beating so fast, and she stuck her tongue into his urethra as she enveloped his head with her lips and sucked hard.

The only warning she got was a loud grunt before several large spasms and a matching strand of semen flowing on her tongue as she swirled it all over her pet's head.

Eventually the spurts subsided to a gentle flow of seed, and soon that flow ended as the grunts in the room stopped with a sigh. She sucked hard, drawing one last drop from the hole in his rod before she pulled her head up and the softening cock popped out and flopped onto it's owner's belly.

She savored the taste of the salty bitter semen a moment before she turned around to see her husband with a content smile plastered on his face. She laid on top of him and pressed her lips to his, her mouth opening and some of the remaining semen she hadn't swallowed dribbled into his mouth, and was mashed between their tongues as they kissed like there was nothing else.

Author's Note

Surprised I wrote this chapter so soon! Maybe I can finish the story before the month is out? Fingers crossed. Please give me any feedback if you liked the story or if you have critique. Thanks to all who favored this story, I am writing this for you.