It was a chilly autumn evening, the kind made for cuddling with the one pony you loved. Cupcake found herself on a large cushion for two with her one true lover. Carrot Cake was draping his head over her tight round tummy, listening to one pair of lungs, and two heartbeats.

Cup was completely content with life at this moment, her husband's warmth on her hide, and her third foal nestling comfortably in her womb. There wasn't much time now, before she would bring her filly into the world, and Velvet Cake would take her first breaths. She felt so full of love, love for her foal, and for her husband who gave her this wonderful gift.

“Mmm” She felt Carrot moan into her side. “Can you hear me in there little one? I'm your daddy, and I love you very much” He said to the tiny beating meeting his ears. Moments later the two felt a tiny kick.

“Oh!” They exclaimed softly in unison, and looked each other in the eyes, as if to confirm the other felt it.

“Honey?”

“Yes Carrot?”

“What does it feel like to you when Velvet kicks?”

Cup was given pause... It was hard to put into words how she felt at this stage of being pregnant. Growing a life inside one's body is an odd sensation to put into words, after all.

“Well... Imagine how you'd feel if every breath, bite, and sip you take was going towards developing a foal inside of you... Over time it begins to have an effect on one's mind. I feel like I'm giving so much more, like every beat of my heart is a stitch of love I'm weaving into our dear Velvet. I love having our foal inside of me, it is a very close bond between us. And every move she makes feels like nothing I can describe.”

She finished softly, feeling another slight kick in her womb. She'd really missed being pregnant like this. Carrot was stroking her tummy, and pondering.

Soon she felt something that was once quite soft press into her back. She knew her husband was getting aroused by something in his mind.

“Carrot dear? Tell me... What are you thinking about?”

“Well... I was just thinking about how our Velvet is growing out of the seed I planted inside of you... And it's making me feel strangely like I want to plant another seed. And another after that. Such a primal urge, I know. But I can't help but feel aroused by it.”

Cup stifled a giggle

“Would you like to mount me and make me your mare, hm? Plant your seed?”

“Do you even need to ask?” The stallion said, gently getting up and nipping playfully at his mare's ear, drawing a giggle from her lips

Carrot positioned himself over his wife, and continued to plant kisses on the back of her neck as he rubbed his semi erection against her flank. He could feel she was already wet against his member, as he began to thrust his erection against her outer lips, sharing a moan with her.

“Are you my mare?”

“Ah-always, Carrot. Take me as your mare!”

With those words he pulled his stiff cock back, lined it up as he did so many times before, and slowly pressed the head into her dripping entrance.

Feeling her marehood being slowly filled drove Cup mad, her hormones seemed to heighten the pleasure.

"Ohhh rut me, dearie! Plant your seed!"

At this, Carrot began to pick up speed. With Cup's belly being so distended, she couldn't lay as low as usual, thus her rump was the perfect height for this position.

The pleasure of being filled up was magnified by her raging hormones. She'd never been more turned on than this moment as she felt like she'd found her place in life. She loved being pregnant more than anything else. A dull poke against her cervix drew her out of her blissful thoughts as she realized her husband was balls deep inside of her, screwing for all he was worth, which to her was everything.

She felt him about to cum, every twitch in his throbbing cock, and with every surge she got from his balls slapping her clit she was inching her way to orgasm right along with him. This is what she wanted, to be filled with his sperm every day for the rest of their lives together.

“Huh-Honey! I'm-m gonna-!”

Was all she heard before a warm splash was felt in the depths of her marehood, right as she clamped herself around him as tight as she could, squeezing every last drop out as she had an incredibly powerful orgasm.

The spent stallion slumped onto his wife's back, and with a sigh, slid down her side and plopped onto the pillow.

“Ahh... How was it, honey?”

Cupcake couldn't think straight. She'd had the most intense orgasm of her life, and while they usually don't tire her out, she felt really tired all of a sudden. Why were her legs so wet?

“Honey?” Carrot asked again, concerned.

Cupcake only watched her husband, a very concerned look in his eyes.

“I- I Think my water just broke..” She said, breathless. It was happening!
“Oh my! Ohh- Sun! Honey, just stay calm, honey?”

Why did she feel so light headed? She felt like she was going to float away... She was really scaring her husband, though...

“Cup? Cupcake? Honey!”

~~~ ~~~ ~~~

“Honey! Come on, wake up. We need to change the sheets.”

“Wha-? huh? Carrot what the buck are you doing?” She asked groggily

“The champagne bottle must've fallen over in the night. Guess it was pretty stupid to put it in the bed with us without a cork, huh?”

Cupcake removed her blanket, sure enough there was the bottle between them, still dribbling flat champagne into the hotel bed. Cup groaned as she flopped out of the bed, and made her way to the bathroom.

“Honey?” Carrot called after her, but she ignored him.

She closed the door behind her and stared at her reflection in the spotless mirror. She looked like crap, but that wasn't what was on her mind. No, she wasn't worried about the dark circles around her bloodshot eyes, her bedmane, or her shaggy damp fur.

What was bugging her was her dream.

“What is wrong with me? I can't have another foal!”

She turned to draw the shower curtain and stepped inside the spacious trot-in bath. Turning the knob, she was soon met with cold water running down her mane and fetlocks.

“Ahh... No more foals, Cup! You've got your hooves full with the twins! Not to mention Carrot, Pinkie, AND a successful bakery to watch over.”

There was silence, save for the trickle of water.

“Ugh... Why am I still thinking about being filled with his seed? Was carrying the twins really that good a time in my life?”

Thinking back, Cup remembered that for the first few months, it wasn't all that spectacular. Really, the most memorable moments occurred during the last three or four moths. But the hormones... She felt like she wanted to be bucked every minute of the day!

Her heart began to beat faster

“Ohh, be quiet, heart! I'm not having another foal, and that's final!” She shut the water off to emphasize her point. As she stepped out of the shower, dripping wet, cold, and reaching for a soft white towel, she stood in front of the mirror again as she dried herself off.

“Ugh... Why do I feel so empty?" Cup asked herself. "Why do I feel like I need to be filled? Isn't what I have enough?”

She continued working the towel.

“Sigh...Finally dry. Glad I don't smell like sex and alcohol anymore. Now it's time to work on my mane...”

Digging our her large toiletries bag, she retrieved a large red brush, some hair supplies, and a pill holder.

After only a few hundred strokes, scores of hairspray spritzes, and half a small miracle later and her mane and tail looked as beautifully styled as usual. She smiled to her reflection, and then looked down at her pill holder and a small frown appeared on her face.

“Come on, Cup. You have to take your birth control pills. You aren't having another foal, for the last time... You... You don't need a life inside you to feel fulfilled... Sigh...”

Her heart felt heavy. She wasn't usually a very emotional mare, but she felt like she was mad at herself. No, not herself... She was mad at these stupid pills for getting in her way!

“Why can't I have a foal, damnit? Between Pinkie and Carrot, the bakery is perfectly well staffed! And what my darling Carrot doesn't know won't kill him...”

Lifting the plastic holder in her hoof, she turned it over the toilet, hearing every pill splash into the water.

She was baby crazy, and she knew it.

*** *** ***

Carrot had finished putting the spare sheets from the closet on the bed, the alcohol thankfully evaporated and dried quickly, though the smell was still ever present.

“Well, that aught'a do it... Kind of wish Cup would have helped... I wonder why she was acting so strange earlier... “

Just then he heard the faint sound of a toilet flushing, and moments later the door opened, revealing his beautiful wife, all cleaned and groomed with a grin plastered onto her face.

“Morning dear!” She called, trotting to him happily, and kissing him deeply, their lips parting with a smack.

“You sleep well? You look very tired still...”

“Oh, I'm fine, Honey Bun. Honestly I was a little worried about you when you woke, you acted so strange...”

“Oh, don't worry about that, just a little hung over... Nothing a cold shower couldn't fix! Speaking of...”

Picking up the hint, Carrot looked himself over, observing his slightly stained fur and frazzled tail. He could only imagine what the upper half of him looked like. Raising a foreleg to sniff, he confirmed that yes: He reeked of sex and champagne.

“Well, I guess I could go for a shower... Will you be getting breakfast?”

“I suppose I could see what's on the breakfast menu and have something sent up... You wash and it'll probably be here by the time you get done”

She kissed him one last time, before stepping out of the dim room, and into the bright sunlit living area.

It took a minute for her eyes to adjust, and soon she could make out Fancy Pants sitting on a cushion at the table with a long folded piece of paper, presumably a menu, in his hooves.

He looked up at her as she was approaching the table to take a seat.

“Ah, Cupcake! So wonderful to see you're awake. How are you enjoying our little retreat so far?”

Settling into her cushion, the blue mare responded warmly

“Oh, Carrot and I are having a lovely time so far! Thank you again for accommodating us, it's really kind of you.”

“Oh, think nothing of it my dear. Many get the idea that Canterlot ponies are snobs who care only about them selves, but that's only true for about ninety-nine percent of them.” He chuckled, and continued on

“The other one percent of us would rather spend a bit on a friend than hoard it or waste it on frivolous material belongings. If there's anything you or your husband need, don't hesitate to ask me, understood?”

“O-of course, Fancy. But I think Carrot and I are all comfortable just the way we are for the moment...”

Fancy raised an eyebrow “I say, is something on your mind, dear?”

“W-well... There is actually one thing...”

“Out with it then, just say the word, Cupcake.” Fancy said warmly.

“Well... I have a friend. Her name is Maternity Ward. She and her husband are staying in this very hotel, in room 5J I believe.”

Fancy smiled. “Rather small world, isn't it? Do go on.”

“Well, I was wondering if it'd be okay with you if I invited her and her husband to stay in your penthouse, in one of the other bedrooms? There are two vacant ones, after all.”

The unicorn stallion seemed to ponder this a moment, before looking Cup in the eyes and speaking softly.

“Cupcake, if you want to invite your friend then go right ahead. I don't mind one little bit... What is her husband's name, out of curiosity?”

Cup had to think a moment to remember.

“I believe it was Deal Striker?”

“Ah, Lucky Strike! Charming fellow. Savvy business pony, too. He runs a few orchards out west, trades with bakers around here. I would know, I've invested quite a lot in his stock over the years”

Fancy sat back, a reminiscent look on his face.

“Wow, really is a small world, huh?”

“Yes, indeed. Will be nice to catch up with the old chap, we go way back he and I. But that's a story for another time. Shall we figure out what we want to order? I told Fleur I'd have breakfast sent up here by the time she finished her morning routine, meaning we only have an hour.”

Cup chuckled, grabbing a menu from the holder and opening it up.

*** *** ***

After a wonderful plate of hot cinnamon buns and famous Manehattan orange juice, and some swapped stories about how each of them came to meet their partner, and the Canterlot couple had retreated into their room to have more private time together. Carrot had gone to further unpack his bag and settle in, and that left Cupcake with a little free time to find room 5J and talk to Maternity.

“5F, 5H, ah! 5J!” She found herself in front of a brown door with black letters on it. Why was she so nervous? Just reach out a hoof...

*knock, knock*

A moment passed, until she finally heard somepony moving towards the door. The latch clicked and the handle turned. The door opened, revealing a tall orange earth pony with a purple mane and shaving cream on half his face. He looked like he had a few years on Carrot in age.

“Yes, what do you want?” He asked. Not too friendly a greeting. Then again, he was in the middle of shaving. Cupcake felt herself shaking slightly with nerves.

“Uh...Um... A-are you Deal Striker? I'm a friend of Maternity, and-”

The stallion turned and called into the room, “Honey, a friend is here to see you!” Turning back to Cup,

“Please excuse me, I have important business to attend, as you might have noticed.”

Before Cupcake could apologize to the stallion, he had turned and was already out of sight. A moment later a heavily pregnant Maternity Ward waddled up to the door.

“Oh! Cupcake dear, what brings you here? You'll have to excuse my husband, poor dear woke up on the wrong side of the bed this morning. Said the deal with the rail yard didn't go as well as he'd planned. Oh! Where are my manners, do come in, have a seat. Can I get you some coffee?”

Cup had made her way inside the small room. It seemed the rooms got better the higher off the ground they got.

“Oh, no thank you, I only came to say that we aren't staying in room 3D anymore, we've um... Been upgraded.”

“Upgraded? Mmm, sounds interesting. Do tell me about it, dear. And are we still on for tonight?”

“Oh, sure! I'm still excited to try some... What did you call it?”

“Marediterranean”

“Yes, that's the one. Well, about our little... 'upgrade'. Carrot made a friend in the lobby when we arrived... Fancy Pants”

“Oh! Fancy! Haven't heard from him in a while, how is he doing? Is he still with that Fleur De Lis mare?”

“Yes, they're staying in the penthouse suite right now as a matter of fact”

“Really? How lovely! I'll have to tell my husband, I know he'd love to catch up with him sometime.”

“Well, about that, he's offered us a chance to stay in a spare room in his suite. And there are two more unused rooms... I just came by to extend his invitation to you and Deal Striker, if you're interested. Its' a really big suite, and the room service is rather amazing!”

“Well, it sounds lovely! I'm sure upgrading to a penthouse suite would lift poor Striker out of the dumps.”

Cupcake sighed a mental breath of relief. She was looking forward to getting to know this mare better. She couldn't help but look up to her in a way. Reaching out her hoof, she handed her a tiny key.

“Here, take this key, and when you're ready to move your belongings just slot it into the keyhole at the top button on the elevator, it'll take you straight to our suite”

“Thank you so much, Cupcake. We'll be there in about two hours, okay? Just need time to pack and check out of our room. We're going to become the best of friends, you and I!” She said with a wink.

*** *** ***

It wasn't long until Cupcake had returned to her suite, and was pushing her door open.

The first thing she noticed was that the lights were very low, in contrast to the bright exterior, she was blind as a bat.
“Dearie?” She called.

“Mmm, back already my sweet honey bun?” Carrot said in a seductive voice

Cup immediately suspected what was soon to happen. She could tell his voice was coming from the bed. As she eyes adjusted, she could make out his figure laying on the bed in a sexy pose.

“Is my Carrot planning something special for me?”

“Oh? were you planning something special for me, my dearest Fleur?”

The usually prim and proper mare had changed into a very sexy saddle and matching lingerie that complemented her small tight flank. She rested her forehooves on the hoof of the bed and levitated a bottle of water-based lube in her magical aura.

“Mmmhmm, I want you to pound my tight plothole with your huge cock, Fancy”

The horny stallion grinned madly.

“Oh, you want to buck my back door in, hm?” Cup said in her sexiest bedroom voice.

Taking her stallion's already erect member between her hooves and licking the head, making it shine with her spit even in the dim lighting.

“That's your favorite hole, isn't it you dirty stallion?” She teased between long licks up his shaft.

Carrot could only grunt in reply. In truth, he most enjoyed being sucked off, Cup was just too good with her tongue. But her plump plot was a close second, for sure.

Once his shaft was sufficiently slobbered up, Cupcake bent her forelegs, raising her large flank in the air facing her stallion. Though she wished he would spill his seed in her pussy, she liked to give him what he wanted. And there would be plenty of time for that later.

Looking over her shoulder, she saw Carrot making his way to her with a hungry look in his eyes.

Fancy found himself behind his lovely mare's flanks, the bottle of lube now in his own magical aura. He opened the cap, and poured a generous amount on his stiff shaft, wincing at the cold contact, and rubbing it in. He then tilted it over his target hole, the spotless rosebud he so rarely got to penetrate. Fleur was a mare of class, no matter how dirty she got with Fancy in private.

As the lube drizzled down her crack, the mare couldn't help bit giggle at the tickling cool lube before she settled town and felt her stallion rubbing his slick member up and down against her entrance to get her ready.

Carrot bent down and placed his hooves on the soft flanks of his wife. Pushing her cheeks open he got a good look at the star shaped hole he was going to stick his cock into. Funny, no matter how many times they'd done this, it never once got old. Each time was like the first for him.

He noticed it was rather clean, but still dry. Well that wont do, will it? He leaned in and gave it a good lick, coating it in his saliva before he withdrew his muzzle and spat right in the center of it.

Raising himself up, he mounted the blue mare, and rubbed his shaft against her dripping lips for extra lubrication before he lined himself up.

Fancy slowly pushed his hood into her tight plot, and he could hear Fleur hiss in stifled discomfort.

“Just let me know if you want to stop, dearest. I'll be as gentle as I can”

She just nodded in response, and kept strong for her stallion's pleasure.

Fancy paused once he got the head all the way in to let her adjust again. She never seemed to get used to it. It was a small plot after all, and it felt amazing. Fancy knew every second is worth the wait to be hilted in his mare's plot.

Carrot was sliding in nice and easy, though Cupcake was well conditioned and could take the penetration with ease, when going without synthetic lube, they both knew it was best to take it easy.

As he reached the half way mark, he felt his hood connect with a soft squishy wall. It certainly wasn't the first time he'd felt this feeling around his cock. It just means it will smell a little extra when he was done, and that Cup won't be sucking it.

“Sorry, dear” Cup always said that when her poop chute was occupied.

“You always say you're sorry, dear. And I always say I don't mind” Carrot responded, kissing her neck for reassurance.

He gave it a little more force and was soon balls deep in his wife's anus.

After some gentle persuasion, Fancy was a little over half way, and it was a down hill trot from there. But he still couldn't be hasty, slow and steady wins the mare in this kind of race.

He gave one last steady push, and slid in another inch, this was met by a gentle gasp.

“Are you alright, Fleur?”

“Yes darling, please keep going, we're almost there. I want you to cum deep inside me”

Well Fancy Pants could honestly say he needed further persuasion. He gave a long gentle push, and slid down an inch at a time, until finally his balls met her dripping lips, signaling the end of their struggle.

Now after a short pause, he would pull out slightly, and buck in small movements, relishing in the feeling of his hood and shaft wrapped in hot smooth anal walls.

“Are you ready, my dearest?”

“Buck me” She replied, short of breath.

“OH BUCK ME!!! Harder! Harder!” Cupcake screamed blissfully, she'd rarely gotten to be this vocal in the past few years with Pinkie in her house, and now the twins.

Carrot was bucking base to tip, his balls slapping her lips and stimulating her clit every violent thrust. He was in heaven. every so often he would smack her flank, and she would jump a little, clenching her plot tighter around his shaft, driving him closer to his climax.

He decided to savor the moment, and slowed down just a little, listening to his mare's beautiful pleasured moans, and the suction noise of his cock in her gaping hole.

“Oooh, faster! buck me faster!” Fleur moaned as Fancy continued to pump in and out of her in short measured thrusts.

He decided she was warmed up enough, and began to make bigger movements and speed up slightly, hearing his balls slap against her really drove him to pound her harder.

Pretty soon he was pulling his large cock all the way out before ramming it back in her wide open ring. That didn't last too long, as his legs nearly felt like giving out, and he returned to short thrusts.

The pressure in his loins, and the increased moans from his beloved Fleur were indicative that they were on the road to cumming together.

“Oh Carrot! I'm going to cum! Keep bucking me! harder!”

The frantic motion of his cock and the animistic moans of his wife were driving him very close to cumming.

“Harder! Harder! Harder!! Ooohh!!”

That was it, he couldn't hold it any longer, his thrusts became irregular, as he shot his seed deep in his wife's pooper, his own semen causing him to slide in and out even faster as it coated his shaft. The two rode out their orgasm until Carrot pulled out, dribbling his last drops into her still gaping red hole.

He fell back into the bed with a thump, sighing in ecstasy.

“Ah! Ah! Ah! Ah! Yes! Buck! Me!” Fleur's mind was dominated by her pleasure as her rock solid steed continued to wildly buck her tight ass, nearing orgasm.

She could feel herself being pressed into the mattress and feel every spasm of her lover's cock as it buried itself deeper into her again and again, she began clenching her cheeks, trying to milk the seed out of her stallion.

It finally got to be too much for Fancy, and he began grunting uncontrollably, pumping shot after shot of hot sperm deep in Fleur's depths, as she wailed he head off in pleasure.

Carrot had nearly fallen asleep in the moment he laid in bed on his back, when he felt a familiar tongue prod at his drooping balls.

He opened his eyes and moaned as he saw his wife's blue face between his legs, lapping at his testicles, using her broad tongue to scoop one of them into her mouth. She couldn't fit two in, due to their size.

After juicing the one ball for a moment, she let it pop out, and she scooped up the other one and gave it the same treatment.

When she was satisfied, she picked herself up to the tip of his semi-erect cock and took note of the faint brown streaks along the shaft, and around the head.

“Shhh... I'm going to give you a special treat of my own, honey.” Cup spoke softly as she took the tip of his smelly cock into her mouth and began to clean it with her expert tongue

Before long the two couples had finished their fun together, and were resting on the beds intertwined with their partner. All was quiet and calm. Just the light panting from their exertions, and high of their powerful orgasms. Everything was still.

Until a knock came at the door.

Author's Note

Took my sweet time on this chapter. Had a good long think and I am pretty sure I know what I want to do with these characters, and soon they will all be in place. Lots of setup in this chapter, some obvious and some not so obvious. Really excited to type the rest of this story up and share. Once again, thank you to all who favored or gave an upvote. I'm writing this for all of you!