Chapter 2: Making Waves

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Button knelt between Derpy’s thighs and suspended his body over hers. He felt the tip of his cock touch her sopping slit. Here it was – time to finally do it for real with a mare. Derpy smiled and wrapped her legs around him. Without reservation, Button closed his eyes drove forward with his hips. Unfortunately, his aim was poor, and so he merely slid along the mare’s slit. They looked each other in the eye and chucked. Cheerilee and Vinyl watched their progress from nearby on the beach.

Button Mash, who had a massive blush and nervous smile, said, “That one didn’t count.”

Derpy Hooves merely giggled, “Sure, Button.” The couple lined themselves up again “Ready?”

“Yeah.” The stallion pushed forward again and missed. “Whoops.” Vinyl gestured at him and said something to Cheerilee.

The magenta schoolmare knelt beside the pair. She put a hand on Button’s shoulder and said patiently, “Honestly, Button, this isn’t calculus. Get back in position like you’re about to take her.” He knelt between Derpy’s thighs, his body straight up. Cheerilee, grasping his hard cock in her hand, and guided him to Derpy’s entrance. “When you are ready,” she explained, “lean over Derpy and bring your hips forward.” He nodded and did so. His palms landed on the towel by her shoulders, their eyes meeting.

“Try not to cum in ten seconds flat,” Vinyl Scratch teased, appearing suddenly across from Cheerilee. The white mare rubbed Derpy’s slit and toyed around her clitoris with a single, delicate finger, eliciting a number of sounds from the grey pegasus mare. Then, she slid her fingers inside, working them in and out. Derpy responded enthusiastically to her ministrations. Button watched spellbound as Vinyl worked Derpy into a hot mess. Before long, Vinyl pulled out her fingers and proffered them to Cheerilee, who licked them clean in front of a surprised Button and Derpy before giving them a salacious look. The pair gathered around Button and encouraged him as they rubbed both him and each other with their hands, breasts, and bodies, even as they peppered him with kisses. Button realized that this had to be real; no story or fantasy would ever be this obscene or absurd.

“Do it, filly,” hissed Vinyl.

“Give it to her good,” dared Cheerilee.

“Fuck her. Fuck me. Fuck all of us.”

“Whenever you’re ready Button.”

Button Mash’s cheeks almost burst into flames. Flustered, he smacked Derpy’s round ass audibly hard. “L-Ladies, p-p-p-lease. I need a bit of space.” The mares backed off and he leaned over Derpy. “You prepared for this, Miss – I mean, ready, Derpy?”

“Silly, Button, Just do me already.” Her legs wrapped around his waist, pulling him closer to her. His throbbing erection rested on her hot, soaked, pussy. They kissed passionately, tongues dancing together. When they broke apart, Button felt two pairs of hands wrap around his cock. He turned his head to the left and saw Cheerilee.

“Just go at your own pace, Button. We’ll take care of the aim.” She gave him a firm nod.

“Yeah,” added Vinyl. “Just don’t rush in at first ‘til she’s warmed up; that hurts. Shouldn’t be a problem, ‘cause I got her all hot and ready for you.” The three mares made uncomfortable faces. All three kissed him. Button nodded and leaned forwards as he looked Derpy in the eye. Uncertainty made him slide his arms underneath her. This time, the stallion had expert help, and he hit home. He pushed in gently at first, and felt a pleasant gelatinous heat envelope his head. Intrigued, he pulled out a bit and pressed on slowly, gradually feeling more and more glorious as he went deeper and deeper with each successive push. A wet, slick, tight tunnel of flesh enveloped his cock. Vinyl and Cheerilee watched.

“Aaaaaaaaaaaaahhhhh…” Button gasped involuntarily as he finally fully slid into Derpy. “It’s amazing!” She smiled. He pressed himself all the way inside and squeezed her shoulders, now balls deep in the mare, who locked him in place with her slightly chubby thighs, her feet hooked together around the small of his back.

Derpy trailed a hand down Button’s chest. “Good. Now be careful so you don’t get too excited. Let’s just get used to the feeling before we do any of that other stuff. After all, it is your first time.” Gently, Derpy rocked her hips against his. They pressed gently against each other, rocking back and forth on the towel.

Button had never felt anything like it before; not even Cheerilee’s amazing blowjob could compare. While that mare’s mouth and tongue had sent shivers down his spine with magnificent suction and dexterity, it had nothing on this mare’s pussy. Heat and softness gripped all over his cock, making merely resting inside it an exquisite pleasure. Every single little motion caused the slick walls to rub against his sensitive cock, causing the young stallion to shiver in pleasure. He gritted his teeth and hugged Derpy tightly. Awkwardly, he pulled back and thrust into her, making a cute little noise from the pleasure washing over his dick.

Button Mash moved slowly, in and out, basking in the sensations. Derpy Hooves cooed quietly and used her legs to control his depth and pace, jerking her own hips to meet his thrusts. Her arms were wrapped around the virile stallion, feeling the primal thrill of his strong body moving against her own – his throbbing cock sliding in and out of her slick pussy. She wanted him – no, she needed him to fuck her and fill her with his cum. That damned, literally burning desire in her nethers compelled her. It took all her restraint to not just pin him to the ground and fuck the sensitive virgin raw.

The stallion began to tremble all over. She could feel him hardening, and felt his breath come in ragged gasps against her collarbone. Button felt like his cock was going to explode. He could barely pant out a warning, “D-Derpy. I’m gonna –” She kissed him, trapping him all the way insider her with his legs. His eyes widened.

She gave him a lidded stare. “Shhh, relax. Don’t blow your load just yet. Let’s wait before we go for the finish.” They kissed again, this time their tongues delicately dancing around each other, licking against lips and caressing teeth. When they broke apart, the older mare pushed up against the young stallion’s chest, causing him to kneel while still inside her.

A goldenrod sun beat down upon them, signaling that sunset was approaching. The mare spread her legs wider. Looking down, Button remarked. “I never thought that out of all the mares I knew, that one day I’d be balls deep in you on a beach.”

“Isn’t it funny how life works? I mean, we’ve been pretty close for how many years already, but y’know, nothing sexual.” Derpy would have looked him in the eyes, but hers were askew like always.

“Yeah…” The mare looked up at him and nodded.

“How many years have we known each other now?”

“I don’t know. A lot?” Button looked at her. He turned his head sideways to see Vinyl miming gagging. He glared at her.

Derpy said, “Well, I remember you first moved to Ponyville when you were just a foal. I met Milano and you your first day here.”

The stallion replied, “Yeah, I remember you taking Dinky and I out for milkshakes so that mom could deal with the movers.”

“I helped you and Milano a lot back then. I pretty much showed you all where everything was. I even walked you and Dinky to school and back half the time, because Milano was totally swamped.”

“Thanks for all that stuff,” replied Button Mash.

“Oh it was nothing,” said Derpy with a faint blush. “Just being a good neighbor and friend.”

Button grinned. “Indeed. I suppose that you could say that we are being very very good friends right now.” He bucked slightly.

Derpy hummed, “Mmm-hmmmm. If you need me, Button, I’ll always be your friend.” She pecked him on the cheek.

“It’s not like there’s anything wrong with two good old friends giving each other a hand.” He grasped her breast and they both grinned. She nodded and pulled him into her with her legs. Button began to thrust again. He started slowly at first. He saw Derpy’s lips open slightly and she released a quiet moan. “Does that feel good?”

“Mh-hmm.” She waggled her hips.

“Is it gonna make you cum?”

Derpy shook her head. “Sorry, it won’t.”

“Sorry.”

Vinyl cut in, “Most mares can’t cum just from fucking. You gotta play with ‘em.”

Button slowed down and looked Derpy in the eye apologetically. “You want me to get you off now?”

“It’s okay, Button,” replied Derpy as she vigorously bucked against him. “Let’s focus on you now, so you can take care of me while you recover.”

“Don’t forget, you’ve also got to satisfy me,” reminded Vinyl, stroking her exposed breasts.

Cheerilee smirked. “Don’t forget about me, too.”

Smiling, Button replied, “I won’t, I won’t,” his gaze drifting dreamily between the sexy mares in front of him. Vinyl wore only the bottom of her yellow bikini, though which she was fingering herself, and Cheerilee still had all of her tight, red one piece on. The magenta mare was frowning slightly as she rubbed between her legs. Vinyl kissed Cheerilee passionately and groped her chest, and slid her fingers inside the crotch of her swimsuit, all while a flustered Button and Derpy watched entranced as they fucked.

Cheerilee licked her lips. Her hands cupped Vinyl’s bottom and chin. “Are you thinking what I’m thinking?”

“Hell yeah,” whispered Vinyl Scratch loudly enough for everypony to hear. She hooked her fingers through the straps of her lover’s tight swimsuit. Then, she pulled them down with one fluid motion, causing the curvy mare’s breasts to spill out. In the blink of an eye, Vinyl grabbed Cheerilee, kissed her, spun her around, and threw her to the ground, right alongside Derpy. Derpy and Button stopped to watch her tug the thong of Cheerilee’s one piece down and yank it aside, hooking it over the curve of a buttock.

Vinyl scratch brought her face to Cheerilee’s pussy and began to, for lack of a better word, eat it. Her tongue trailed across the nub of her partner’s clitoris, enticing Cheerilee to let out a yelp of pleasure, and making Vinyl dig in more enthusiastically and tease her breasts, even as another hand went to her own crotch.

The sight of two beautiful mares going at it made Button burn even hotter. His blush had spread from his face to all over his body. Two fair, feminine, erotic bodies writhing together turned him on immensely. His cock felt harder than ever before, nearly all rational thought vanished, and a deep, burning desire to copulate – no, to fuck, cascaded over him like a gust of hot wind. He began to pump his hips urgently in and out of Derpy, drawing back carefully, and then plunging in as hard as he could, loosening an unwitting grunt from him, and a delighted squeal from Derpy.

Button’s arms trembled; he had to hold something. His fingers found Derpy’s shoulders and latched on and dug in with his nails. He burst forth and covered her body with his own. He shut his eyes. Heat and motion. Derpy’s slightly flabby stomach slapped against his, but then yielded and melded to his body. His chest pressed against Derpy’s buxom chest. Glorious warmth met his. He had to have it. Her chest rose and fell like his did. The smell of sex assailed him. The hot pussy wrapped around his cock. Its slick, tight, wet walls felt like nothing he’d ever experienced before. He held himself balls deep in the mare, but the heat only incensed his desire – his need. He had to fuck this mare! He had to cum inside her! He couldn’t stop; he didn’t even know if he could, even if he had to! If he stopped, then – no, he couldn’t even think of it. His body Vinyl’s moans and Cheerilee’s yelps heated his runaway passion. His body trembled as it dove in and out of her.

Her pussy felt like it writhed and teased his cock with the slightest motion. Whichever part of the thrust he emphasized, or however he changed his technique, it responded. Plunging straight in rubbed his sensitive head against the walls, making it tingle in pleasure as his entire body jolted a little in sympathy. Curving his thrusts let the pleasure wash over the sides, and he could press against the walls to hit whichever spots ached just so. His cock was so hard. He felt so good – so alive. His mare squirmed and convulsed, hitting him with jolts of pleasure he didn’t expect. He drew her in close and suckled hungrily at her breasts, enticing another series of squeaks to join the erotic chorus.

“Button!” Derpy gasped. “Touch my clit.” She took his arm and guided it to the place between her legs, above her slit. He felt a fleshy nub. “Rub around it.” He did feverishly. “Awww, yiisss!” Derpy hissed with a fresh resurgence of energy while she lifted her leg and rested it on his shoulder to allow him better access. She shivered with delight, feeling how deep he was inside her. “Keep doing that!”

Still blind, the stallion kissed her passionately. Their heads and mouths wrestled, pressing forcefully against each other. He pinned her to the warm towel. She pulled him deeper into the kiss. The stallion’s vision began to get shaky. His thrusts grew faster and harder. He started panting. His cock was getting even harder. The entire body trembled. Breath came in terse gasps through gritted teeth, trying not to cry out, even as involuntary grunts and moans slipped out. Derpy’s mouth absorbed these and coaxed out more while she made muffled squeaks of pleasure. They heard the humming Vinyl and squealing Cheerilee, who was desperately crying out her lover’s name. Button felt his cock inside Derpy. His body screamed for more, for release – harder, faster, deeper! His hips and cock twitched and jerked on their own. Pleasurable fire tingled over every nerve, and a desperate ache grew in his loins

Button Mash felt like he was about to explode. He broke his kiss for air. His lungs scorched. Sweat drenched his body, but nothing mattered now besides sex. “D-Derpy, I’m gonna cum soon…”

Derpy Hooves kissed him again and drew him in with her legs. “Cum for me, Button.” She mewled, “Shoot it inside me.” His fingers circled faster around her clit. Her pussy was tightening, becoming even hotter and wetter.

The stallion opened his eyes, and saw Cheerilee thrashing in pleasure, hips bucking, legs quaking, and body jerking. “Oh, Vinyl, AAAGGHGHH!” She cried out. Her thighs clamped around the mare’s head, shrieking out a single high note of ecstasy. The sheer, unreal hotness of the sight hurled Button over the edge.

The heat in Button’s cock flared. It felt like a wave of pleasurable electric fire engulfed his entire body. He distinctly recalled feeling something explode between his legs to consume his entire body and mind. “Aaaa, Derpy, I’m c-ccumming – whoa!” His dick jumped. His entire body contracted. His hips bucked wildly. He cried out and moaned, surrendering himself completely to his orgasm. Derpy held him close. His hand on her clit clamped on her raised thigh. He plunged into her mercilessly. She was near her own peak.

“Almost there!” Derpy cried, taking Button’s hand in her own and rushing to her clit. Button grunted and winced again as the first jet of cum shot from his cock. Derpy felt him twitch and release, which drove her to rub harder and writhe her hips against the stallion.

“Aaah! Derpy!” Button shouted, eyes screwed shut from the intensity, “Derpy! Derpy!”

“Ugha, Button! So close! Ju – just a bit more and I’ll- - ” A hand clasped around her breast, and a hot mouth sucked her nipple. “OOOHHH MMMMYYYYYYY!!” The pegasus screeched, her body following Button’s and Cheerilee’s in orgasmic bliss.

Button slammed all the way into Derpy, unleashing another torrent of hot cum into her. The slick walls squeezed tighter, wetter, and hotter, milking his cock and balls for everything they had. He released so much that it hurt, but that only compelled him to press even deeper into his mate. Indescribable pleasure consumed them, yelling out uncoordinated grunts and moans of carnal bliss, their hot, sex-crazed bodies struggled against each other. The mare and stallion bucked and kissed greedily, open-mouthed. Her hungry, fertile, pussy welcomed every drop of hot, potent cum.

Climax gradually ended after several intense seconds, and the stallion collapsed atop the mare, both of them hot and panting. They snuggled together speechless for a long while. “Holy fuck…” wheezed Button, absentmindedly groping her breasts. “Button Mash dot EXE has stopped working.” The four ponies chuckled.

“That was… wow,” answered Derpy, looking down to see Cheerilee caressing her hot chest. Now she knew who had given her the last bit to reach her peak. She smiled at the mare, who returned it immediately. Button Mash tiredly rolled off her, pulling out his sensitive cock with a face. His brain was refusing to work. When he opened his eyes again, he saw Vinyl Scratch topless, eying him with pure animal lust.

With a mad glint in her eye, she said, “I am gonna have a blast with you.”

Cheerilee patted the horny mare on the shoulder. “Let him have a rest first; let’s not give him a heart attack. She knelt down at the stallion’s side and cradled his head in her lap. The sun cast long, orange shadows across the cooling vista.

“Sounds great,” panted Button, fingers intertwining with Cheerilee’s. “Boy, I could use a shower.”

Vinyl’s eyes lit up. “You ever tried skinny dipping?”

“No,” Derpy Hooves and Button mash answered in unison. The white unicorn pulled off her bikini bottom and dove in with a running leap. The trio decided that for now, they would soak up the sun.

Author's Note

Thanks for reading this! Give whatever feedback you so desire. Solid, reasoned criticism is always appreciated, even if what you have to say isn't glowing praise; I can take it. The characters have been edited to be proper anthros, just to end the confusion.

This chapter was edited by both Sayer and Nahamala. Props to them for making this chapter a possibility.

There will be more to come. Up next, some relaxation,characterization, and dialogue, followed by Vinyl Scratch getting her turn.

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