Chapter 3: Surging Surf

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Button Mash lay face up on a towel, flanked by Cheerilee on his left and Derpy Hooves on his right. The three were panting and sweating, flushed from their recent orgasms. The late afternoon sun, its searing heat now mostly spent, gently allowed them to simmer in its strong but not unpleasant warmth, tempered by the salty breezes coming in off the water. Vinyl Scratch swam naked by herself in the gentle shallows. The three ponies said nothing to each other, instead lying with their fingers intertwined, occasionally exchanging happy glances.

Slowly, sweat evaporated from the hot bodies and their breathing became slower, deeper, and more regular. Button tracked the time elapsed through watching Celestia’s sun slowly arc, and listening to the sound of the breakers gradually softening and retreating. With his eyes happily closed, Button smiled and suppressed a chortle. It’d be sundown in only an hour or two, and he’d complained of nothing to do. This, yes this he had to do more often. His penis was flaccid, spent from the loads he had shot down Cheerilee’s throat and up Derpy’s pussy. The thing was sticky with the combination of semen, saliva, and pussy juice evaporating off it. A not insignificant amount of fluid continued to leak from his for several minutes after his orgasm. His balls felt like they’d been emptied like never before. But that wasn’t the important thing. At that very moment, he was lying in between two mares he had known for a long time, and who were quite close to his heart. That fact meant more to him than the sex.

Derpy rubbed herself between her legs, fingering at her entrance. She felt something wet and sticky leaking from her pussy. Bringing up her fingers and looking at it, she made a face somewhere between amusement and slight disgust. “EEwww,” she said as she brushed the digits in question on the towel. “Button, just how much did you cum in me?”

The stallion opened his eyes and lifted his head. He looked Derpy in the eyes. “Don’t know; felt like a lot, though. Sorry…”

“Don’t apologize,” laughed Derpy as she playfully punched his arm. “It means you’re really potent.”

“Yeah,” said Cheerilee. “It means you’re a strong stallion, and could easily get us pregnant without the spell.”

“Thank Vinyl for that spell…” Button sighed. Silence returned. Button wanted to say something, but he didn’t know how. It’d sound stupid – almost childish if he said it aloud, like something a dork or an actor in a bad movie would say. Oh well, he’d already gone further; what could be the harm in saying something like that? He breathed, “Thanks for having sex with me, you guys.”

Derpy merely giggled before rolling over and kissing him. His arm caressed her upper back. She broke the kiss for air and rested her cute head on his chest, her bobbed blonde mane falling about like a yellow mop. Cheerilee responded, “Don’t get ahead of yourself. You have to take care of Vinyl and then me. After all, I did give you one hell of a blowjob.”

“Sure, sure, I got it.” He paused, but continued to pet the grey pegasus on him. “I can’t really believe that this is happening, though.” He moved his eyes left from Derpy’s resting form to find Cheerilee’s mantis green eyes gently gazing right back at his.

The magenta schoolmare’s expression was soft and kindly. “But it really is happening, Button.” Derpy gave no response. “Is she sleeping?”

“Dunno. Hey, Derpy, you awake?” No response. The remaining stallion and mare looked at each other and grinned. “And I thought the guy was supposed to fall asleep after sex.”

Cheerilee simply shook her head and muttered, “Typical Derpy…”

“I knew she was good at falling asleep, but this is bonkers.” The mare nodded. “Should I wake her up?” Cheerilee cocked her head and then moved behind Button. She sat up and rested his head in her lap, his dome of his scalp just touching her mound. It would have been a magnificent view if she weren’t still covered from slit to stomach by her fuchsia one piece, but her beautiful breasts, the largest of the mares present, stood out proudly exposed for all to see. While Derpy’s were by no means small, for that was Vinyl’s issue, they couldn’t be called anything but above average; Cheerilee was actually considered busty, even by the standards of the notoriously endowed Ponyville mares. Not only were they properly big, but they were perky and stuck out, unlike Derpy’s somewhat saggy pair.

Cheerilee began to pet Button’s head, face, arms, and torso, as well as Derpy’s mane and face. Initially, she wore a curious expression. Button looked her in the eyes, but relaxed and closed them, basking in the mare’s soothing touch and the sun’s lovely warmth. Her touch was so soft and so smooth that Button signed contentedly, prompting Cheerilee to make a little happy cute noise. He felt and heard the gentle breathing of his two mares. Derpy continued to doze blissfully, unaware of the two hands stroking her, sometimes in unison.

“Too cute…”

Button opened his eyes and saw Cheerilee beaming down at him. “What?”

“You’re too cute,” replied Cheerilee.

He looked down. “Y’know, I never really did think of Derpy as being cute, but I can see it…” He grinned. “If she’s cute, then what am I?”

Cheerilee’s eyes twinkled and she adjusted her cascading mane with a sing deft hand motion. “You’re not cute.” Button’s smile evaporated. “You’re adorable and you’ve always been.” He beamed.

“You’re beautiful…”

“Oh stop it, you. Please don’t suddenly fall in love with me until after we’ve had sex.”

“You’re blushing.”

“S-shut up.” Cheerille stammered, cheeks positively glowing.

Button chuckled, “I’m serious, Cheerilee. You really are beautiful.” He reached up and touched her face gingerly with just his fingertips.

“Oh…” A small gasp was followed by a peculiar smile as the young stallion pressed his palm against the older mare’s cheek and looked up into her eye. She made a motion over her heart. “Finally coming clean, Button?”

He blushed and sighed, “Yup. We’ve known each other for like twelve years now. And we’ve been good friends for five years. It’s not like you should be surprised; Derpy, when she was talking me into this, told me that I’m pretty transparent.”

She nodded. “I thought that you had a crush on me since you were maybe eight. You were always my little teacher’s pet.” Cheerilee smiled nostalgically, causing Button to bristle and blush. She continued, “And I’d let you be my assistant, help me with the little things. For a time, I was just indulging you, humoring you and enjoying how you really cut down on my busy work.” A sigh entered her voice. “I guess that I eventually started to really appreciate your company once you got a bit older and games weren’t the only things in your head.”

“You seemed to warm up to me when I was in what? Sixth grade? Had to be – that was the year when there was this big incident in Herat, Afgneighnistan with a Gothmog being summoned. It was all over the news. Anyway, I remember that I’d stay behind and help you with things, then we'd go to your house, have tea, hang out, and I’d do some of my homework. Good times…” They both smiled. Derpy fidgeted a little, but did not awaken.

The mare cupped the stallion’s face in her hands. “Thanks for being such a good friend that year. My breakup with Big Macintosh was… messy, to say the least.” Her ears flattened. He squeezed her hand.

“It’s totally cool. Do you remember what I said back then when you were really down?”

The mare scratched her chin. “I may not remember it exactly, because I was pretty drunk at the time.”

“We were both pretty drunk at the time,” laughed Button Mash. “What, with you trying to drown your sorrows, and then letting me have unrestricted access to your cheerwine.”

“You lush,” she teased.

“Hey, how was I supposed to know that it was some strong stuff?” He replied defensively.

“Okay, that was my fault,” admitted Cheerilee guiltily. “I mixed up the cheerwine soda and the cheerwine liqueur in the decanters-- didn’t help that it was your first time getting your hands on real booze.”

He put on an exaggeratedly serious voice and expression, jabbing a finger at her. “Shame on you, getting a twelve year old colt drunk, who was your student and all alone in your house with you, no less while you were intoxicated.”

She batted his hand down. “Okay, so that wasn’t one of my better decisions. But it was still fun, right?” Button nodded. “Besides, majority’s fourteen; you were pretty much a young adult at the time; it wasn’t like I did it with a really young foal.” PFTCH! Button repressed a laugh and Cheerilee realized what she had just said.

"OH MY!"

“Yeah… So, anyway, I told you that if I had a special somepony as beautiful, caring, and fun as you, then I’d do my best to make them the happiest pony in Equestria.” He blushed.

“I thought that was the sweetest thing ever. After that, we kinda became drinking buddies.” Button smirked at her phrasing. “Okay, fine, regular drinking buddies. Sorry for all the craziness that sometimes caused.”

He laughed and then said, “It’s okay. You more than made up for all that when Exie broke my heart in seventh grade.” He made a fist.

“What she did to you was very cruel, leading you on and then humiliating you like that,” soothed Cheerilee. The fist relaxed, but did not unfurl.

“On Hearts and Hooves Day, no less. I remember getting pretty drunk and hiding in your attic.”

“It wasn’t easy to get you to come down.” She gave him a glare. He looked sheepish.

“You pretty much lured me down with promises of food, video games, and saying that you didn’t hate me.” His voice was strained and he was visibly blushing.

“Of course I didn’t hate you, Button,” responded Cheerilee kindly and honestly with humor. “You were a colt who’d just had his heart broken, and been humiliated in front of his peers.”

“Thanks, Cheerilee. Sorry for acting like a fool.” He indecisively smiled at her.

She continued, “The difficult part was explaining that I own an SVT-40 rifle. Once I talked you into range, I embraced you and pulled you down.”

“Were you trying to comfort me, or stun me into inaction?” The mare paused, running her fingers through her cascading locks of pink rose. “Well?”

Cheerilee answered as she played with her mane. “I… don’t really know. I think it might’ve been both, actually.” The stallion’s eyes widened in realization.

Button muttered, “Well, we did become cuddle buddies and started shooting together after that…”

“You were always such a cuddle bug, even as a foal.”

“True,” he admitted shamelessly. He changed the topic. “We did a pretty good job of staying in touch after I graduated eighth grade.

“Mostly,” corrected Cheerilee. “You started community college and spent most of your breaks playing video games. Anyway, that was when I started to really treat you like an adult. Without the limitations of the student-teacher, relationship, I could really get to know you, Button. And you know, for such a nice, smart, good colt like you, I never got why you never found a fillyfriend. I mean, you always seemed to like fillies, and they liked you back.”

Button rubbed his face. “I don’t know,” he yawned. “I had them as friends, but never really anything more than that. I guess after Exie, I just didn’t feel like I could. Sorta like you and stallions after Mac.” She gave him an understanding look; they didn’t need to discuss it further.

“But not mares,” Cheerilee chirped with a wink, getting a chuckle from her stallion. “I am bisexual, after all.”

“Sooo, how did you and Vinyl get together? I spent a semester in Klopdahar, and I came back to find you two were a couple.”

“I went bar hopping during a trip to Canterlot,” explained the mare. “She was the DJ at one of the clubs. We started talking, things got hot, and come morning, it turned out that she’d been living in Ponyville the whole time. It started out as fun, but we’ve gotten pretty damn serious since then.”

“How serious?” Cheerilee couldn’t miss the tension in Button’s voice.

She carefully answered his anxious eyes. “We live together, Button.”

Button’s ears flattened. He looked hurt. “Do you mean…?”

“Yes, she’s a lesbian.” Cheerilee nodded. “We got the civil papers and everything.” She knelt down and kissed him. “But that doesn’t mean that we can’t enjoy each other. It’s not like I don’t care about you, it’s just that if you want me completely to yourself, you’re going to be disappointed.”

“So, I do have a chance?”

She smiled sweetly and kissed him again. “With me, yes, but get Vinyl’s okay first.”

“If things don’t work out, well, I guess there’s Derpy,” Button joked.

“And what’s the deal with her? She did take your virginity, and you are really close.”

The stallion shrugged. “I don’t know. Friends with benefits, I guess. Sure, we’re really close, and I’ve known her for even longer, and she’s a really special pony to me. But I don’t feel about her the way I feel about you.” Button felt something move on his chest. He suddenly realized that Derpy’s breathing and pulse had quickened a few minutes ago.

“I don’t mind,” said Derpy. “I don’t love you like that, Button, not that I wouldn’t mind being your special somepony…” He embraced the mare and pulled her in for a kiss. They broke apart, grinning.

Cheerilee smirked. “That settles that.”

“Yo, fillies!” Vinyl Scratch yelled. “You getting in or not?”

The stallion looked from Derpy to Cheerilee. “Shall we?” They both nodded. Cheerilee stood up and offered him a hand, which he gladly accepted. “On our way, Vinyl!”

“Don’t forget, Cheers, we’re skinny dipping!”

Cheerilee did not respond. Instead she turned to Button and whispered, “Can I get a hand?” He stepped forward, kissed her, and grabbed her voluptuous body.

“Certainly,” he said, grabbing a handful of her plot. She squeaked a little and grabbed his ass in turn. Even standing, he had to turn his lips upwards to kiss her. The stallion peeled the mare out of her strawberry red one piece. The swimsuit hit the sand. “Damn,” he whispered as he at last surveyed her nude form. She looked like one of those porn stars with the big breasts, thick hourglass shape, and voluptuous hips. They embraced at long last with nothing between them.

Cheerilee hummed happily into his shoulder, “Worth the wait?”

“Hell yeah.” Button grinned as he felt a new erection stir and then prod against the mare’s smooth thighs. He reached for the spot between her legs, but her hand intercepted his.

“Easy there, Button. You have to take care of Vinyl before you do me.”

“Sorry, forgot,” he said. Their eyes met. “Race ya!” Button shouted, rushing for the water.

“You’re on!” Cheerilee laughed, taking off after him. It was a desperate race over in all of ten seconds as the ponies ran full tilt for the water. The mare nipped right at his heels, but the stallion triumphed, leaping into the sea with a cannonball that splashed Vinyl full in the face.

The white unicorn glared. “Oh, you are dead, colt,” growled she, winding up for a big attack. Just then, a wave struck Button from behind.

“Gotcha!”

“Nice, Cheers!” Vinyl exhorted as a three way splash fight broke out. Chaos ruled for several minutes as every pony fended for themselves. Alliances rose and fell like the tides, as, sensing weakness, two would gang up on one, until one of the two betrayed the other, giving the one opportunity to recover and take revenge on their weakened foe.

Vinyl Scratch and Button Mash were pounding Cheerilee hard when they heard a battle cry sound from above. “INCOMING MORTAR!” SPLASH! The moment Derpy resurface from her dynamic entry, the other mares opened up on her with everything they had. Button dove underwater and made a beeline for the embattled pegasus. He hooked an arm around her waist and with some difficulty, yanked her underwater. She panicked at first, legs thrashing, but that stopped when her eyes met his. And so she followed him to what ought to have been behind the enemy’s flank. Then they resurfaced.

Derpy struck, her attack hitting just a split second before Button hit home. “Argh!” Vinyl and Cheerilee sputtered, taking a faceful of seawater. And so the battle entered its second phase, wherein Derpy Hooves and Button Mash faced off against Vinyl Scratch and Cheerilee. Both sides fought fiercely, and a good time was had by all. Naked bodies clashed, hug, and brushed as they exchanged grapples, gropes, and splashes. Despite Button’s considerable skill and Derpy’s powerful water-throwing wings, they lost, partially due to Cheerilee’s unmatched ability to maneuver and grapple in the water, but ultimately, Vinyl’s magic put out such a withering hurricane that Derpy was forced to retreat, leaving her comrade all alone and at the mercy of the murderous marine mares.

Cheerilee coiled herself seductively around the squirming stallion, her hand on his hardening cock. “Come on, Button, surrender and we’ll all get off.”

Vinyl magically pelted his face with another tsunami and then shoved her breasts in his face. “I’ll make it stop if you give in to my demands.”

Button squirmed and held out for a few more rounds, but his resistance was soon crushed. “I surrender, oh mighty warrior. What are you demands?” The glint in her eyes told him all he needed to know.

She kissed him before nibbling his ear. Button made a face and jolted, but was held fast. Then Vinyl rubbed her nude body against his and embraced him almost tenderly. She pulled herself close to his ear and then whispered loudly, “Fuck me. I’ve been in heat and nopony’s even given me one orgasm all day. Give it to me. Put me out of my misery. You know how we bitches in heat are; we won’t calm down until we get a pussy full of cum.”

Button smirked. “As you wish. Cut the bad porno dialogue and I’ll be grateful.”

“Hey, it doesn’t change the fact that insemination greatly alleviates heat symptoms,” shot back Vinyl.

“She’s right, you know,” added Cheerilee.

Button followed Vinyl to shore. “You gotta be kidding me,” he groaned.

Cheerilee counted, “Kid? You’re a pony.” Button facepalmed.

Vinyl scratched her head vigorously. “I don’t get it.” They were almost in water shallow enough to stand up. Cheerilee gave her a look.

Button explained, “Goat offspring is called a kid.”

“Oh, heh. That’s funny.” Cheerilee and Vinyl began to walk ashore, the former pushing along the swimming Button, who was too short to walk. Before long, they were all on the beach. Button headed straight for the towels, but Vinyl turned to him, licked her lips, and ordered him, “follow me.” Her hips swayed and sashayed deliciously. The stallion had to admit that for a mare with fewer assets, Vinyl sure knew how to make the most of hers. She walked slowly, deliberately, with and extra swing and spring in her step that drew the stallion’s attention. Here was a seductress who knew her craft.

Button followed her, hypnotized, the base of the cliffs. He was entranced with her soft, subtle curves, imagining the carnal delights they could hold, especially between her toned legs. He felt the familiar aching pressure in his groin as he realized that any second now, he could be balls deep in the sexy mare. Vinyl suddenly stopped, put her hands on the wall, and bent over at the waist. “Damn, you’re hot…” He couldn’t help but admire her, both in her sexy body, and how she was so direct.

“Thanks,” she said, tensing up her face in concentration as she got into position, Her horn glowing. Button felt the familiar sensation of magic on his penis, but he didn’t expect the almost radiant heat that suffused it, accompanied by the sensation of suddenly having a throbbing erection. Vinyl hummed to herself. “What are you waiting for? Fuck me.” Not the classiest or smoothest way to get the point across, but it worked.

Button approached her from behind, ready and willing to give her the rutting she had been demanding all day. He grabbed the warm hips and paused. Cheerilee’s revelation meant that this was more complicated that just simple, meaningless, sex. Suddenly, something hot, tight, and slick engulfed his cock, causing him to exhale and wipe his mind. “Mmm, feels good,” he said, pushing back against it. His body moved on its own, causing the first ripples of pleasure to greet him.

“Wow, not bad, Button. You got in first try,” Vinyl hummed. Button smirked. This was going to be interesting. “And not too bad; you got girth, but you’re not big or long enough to hurt.

“Heh, if you say so,” responded he, slamming his hips against hers. “Dayum, girl, you’re tight.” He shivered with pleasure, feeling the ribbed walls of the mare’s hot pussy tease his cock.

The mare purred, “Great thing about being a lesbian,” while lowering her head while raising her hips further. The sight of her tight ass drove Button to thrust into her harder. He rubbed against the top of her slit, brushing her clit. She let out a low, lusty groan, “Ah, that’s good.”

The stallion’s eyebrows briefly rose and he slowed his strokes. “If you’re a lesbian, then why are you fucking me?”

The mare bucked back at him. “Because heat’s a real bitch. If we don’t mate, we go nuts. Nature’s a real dick like that,” she growled. “Now, seriously, fuck me before I really do go insane.”

“Sure thing,” grunted Button, smacking her ass and pulling her plot closer. His fingers dug into the soft, supple cheeks. He had to admire the view, staring down at the lithe body of a sexy mare, bouncing against his own as his cock slid in and out of her. Her little pants and moans were undeniably erotic He surged forth, ramming her against the cliff. She hissed. Her fingers and toes curled. She waggled her hips, inviting him deeper. His own arms trembled in need and he thrust hard again into her hot pussy, involuntarily digging his nails into her.

Vinyl Scratch squealed, “Ooohhh, I guess you aren’t just cute as a button. Kitty got claws.”

Button Mash made a face. “Ugh, really?”

She chuckled, “You mad?”

He huffed and slammed back inside. “I ain’t even mad.” She ground her hips against his and then almost stood up. His hands clasped her breasts. He held her shaking body against his, feeling her breathing get shallow and faster every time he thrust in, with her hand on her clit. Her pussy grew hotter and wetter, seeming to suck Button inside without any resistance. It was like gliding through water that delivered a heavenly massage in response to every single little motion all over at once. It was a blissful, electrifying hell of softness.

Button Mash squeezed, drawing out another groan from the mare. He caressed her heaving chest, holding her close to him. Instinct took over again, he hungrily kissed her neck. She hissed, legs trembling slightly. He kissed again, sucking on the tender flesh. Desire – he had to claim her. The pleasure between his legs was building. His breathing became shorter and jerkier. Vinyl’s pussy got tighter and wetter, and she began to moan louder and louder. “Fuck, Button, you’re good.”

“Thanks,” he grunted, burying himself balls deep in the mare’s sopping snatch.

She smiled and thrust back at him. “It’s true. I can see why Cheerilee likes you.”

“Huh?” Button slowed, his eyes narrowing.

“Don’t stop; OOH, I’m getting close. I’ll tell you later,” she panted, bracing herself against the white limestone. “You getting close?”

“A-ahh – yeah.” Button’s body shook as he grabbed her hips, driving deep inside her. His body was on fire, almost. Lust and pleasure consumed his mind. There was that need again – that need to fuck, to release inside his mare. He was so close, so ridiculously close. Their bodies were primed like bombs ready to explode.

“Shit, do it hard; finish it, Button!” She frantically rubbed at her clit as Button desperately pounded his cock into her pussy in a mad dash to climax. Frantic, erotic, hot, noises came from both ponies. “Yes! I’m there. FFFFFFFUUUUUUUUUUUUCK!” The white unicorn yelped. Her body went wild, thrashing and bucking in ecstasy. Her core pulsed, grasping around the cock inside her. A rush of fluids met the stallion, his own orgasm almost upon him.

The smell of sweat, sea, and sex. The stunning whiteness of his mate and the cliffs. The blue of her mane. The heat around his cock. The warm body rubbing against his own. The pleasure overpowered all these. “V-Vinyl… Gya.” Button weakly moaned, hardly able to speak under the ravages of pleasure. Her tight, wonderful pussy teased as his cock, begging for it to release the cum from his balls. His hips surged forwards one last time. He threw herself around the middle. His dick twitched. He moaned uncontrollably, his whole body seizing into a blissful death grip. Hot cum surged forth, spurting into the mare writing, blissfully slick, tight, pussy.

They strained against each other, bound in beautiful agony. Their cries filled the early evening. The flesh gave its primal release of seed and fluids. And gradually, their satisfied bodies relaxed, slumping over in a fond embrace on the soft sand that cushioned them. Button Mash had Vinyl Scratch lying across his chest. She kissed him. “Thank, you,” she said. “I really needed that.”

He grinned. “It was my pleasure.” They chuckled, and his gaze wandered up to the slightly orange-pink sky. “So, what was that about Cheerilee?”

The unicorn pecked him on the lips and smiled. Vinyl explained, “I’m fine with you being her paramour. Just don’t get greedy, and remember who she belongs to. Let’s talk it over, just the three of us.” The stallion nodded. And with that, the mare’s head slumped down.

“You sleepin’?”

“Nah, you’re just warm.” They lay together, chatting like good friends.

Author's Note

Chapter 3 done! What do you think of that, folks? Once again, thank you all for reading.

Disclaimer: If you have a bone to pick with Vinyl doing it with Button despite being a lesbian, please take it up with my girlfriend, Nahmala, who is a lesbian.

More to come in chapter four. Cheerilee is going to get her turn to ride Button long and hard.

Thanks to Sayer, Nahmala, and electreXcessive, for helping and editing. Thanks, you guys!

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