Side Surprise: Mares and Their Man

by Tower of 0

Rating: mature
Tags: Derpy Hooves, Sex, DJ P0N-3, Human, Anthro, My Little Pony: Friendship is Magic, Romance, Original Character, Rarity
Length: 6708

Vinyl, Derpy, and Justin are back, only this time with a little more to do.

Fall has rolled around Equestria at an inopportune time for Justin. Sure, his life hasn't been the smoothest as of late, but it's not going to get worse, or atleast, according to him. What Justin doesn't know is that the two mares he's dating are planning their own surprises for him. Where or where could this lead?

This is my second attempt at a clop, apparently this one be a somewhat pure clop, whichever floats your boat.

OH, and before I forget, this is based off of Birthday Surprises. If you get confused, might want read that first.

Published 2013-11-02 02:20:03 UTC
Last updated 2014-04-24 00:22:40 UTC

Vinyl Has an Itch...

Justin had just gotten off work a little bit ago, his shortcut consisting of crossing the now covered ground in the park. A nice fall breeze blew past him, blowing some leaves along the way. A season of change, still beautiful though. Other things have changed also. Like Justin having his own place, on a nice streak with both Vinyl and Derpy, and he was going to enjoy some cookie dough when he got home! Justin pumped both of his index fingers into the air as the thought crossed his mind. His windbreaker rustled a bit as his arms moved back down to his sides.

His trek wasn't over just yet, he wanted to admire the scenery some. If only he had a camera, but cameras in Equestria weren't quite as developed as he had hoped. They were still bulky and a bit of a nuisance to carry around, atleast they could take colored photos though. Some of the pictures he could take right about now. But then there's cookie dough to compensate!

Justin took it upon himself to order some cookie dough from Sugar Cube Corner, the only bakery he could remember by name. Upon his order, one of the cakes just gave a funny look and asked if he was going to bake some cookies himself. His response was a light chuckle and told them that he wasn't going to bake the dough. The Cakes both shrugged and went on about their business.

"Hey Lyra." Justin waved to the minty green unicorn as she passed.

Lyra stopped for a moment before waving back with a big smile and walking on. Nice ti see a friendly face, then again, when doesn't he see a friendly face? This was his new home, and it felt great! Well, then there was Twilight, a not-so-friendly face. He wanted to know what her problem was with him, it's like she isn't really herself.

Justin took some time to fumble around in his pockets for his key. Ah, the home stretch and at the finish line, his snack. The key went in without a hitch and turned it to the left. A satisfying click of the door let him know that it was time. Slowly, the door opened and Justin stepped inside with a smile.

"It's cookie dough time!" He announced to himself, making a dash for the fridge.

He licked his lips as he wrapped his fingers around the handle. Justin threw the door open just a bit and there... was nothing. No cookie dough.

"Huh?" Justin scratched his head, "Where did my cookie dough go? I mean the tub was right here!"

Justin dug deeper into the fridge, determined to find his treasure. Eventually, all concentration was focused so much that he didn't even hear the steps behind him, or who was in the house the entire time. An abrupt 'ahem' emitted from the pony behind him. but that didn't get his attention.

"Hey!" A familiar voice filled Justin's ears, making him jump and hit his head on the ceiling of the fridge, "What'cha doin' in there?"

"I didn't even hear you-" Justin stopped when he turned to see Vinyl, but he wasn't surprised by her, he was taken back by the fact she was only in her underwear, well, just her panties to be exact.

"I didn't just come in, I was actually here for the whole day, hun." Vinyl put on her best smile.

"After I left?" Vinyl nodded. Justin's eyes adverted themselves to the tub in her hand. "And you're eating my cookie dough."

"It's not like that's a crime." Vinyl suggested, turning away to give a full view of her rump, her cutie mark just barely peeking out from under the panties.

"Breaking and entering is, eating someone else's cookie dough is a crime to me when it's mine." Justin didn't glare, he couldn't try if he could, he wouldn't be convincing with blazing red cheeks.

"Awwwwww!" Vinyl teased, backing up closer to him, looking at him over her own shoulder. "Is the poor wittle baby upset?"

"No, but you will be." Justin grinned mischievously.

"Oh, and how do y-WHOA!" Vinyl was interrupted by Justin wrapping his arms around her waist and picking her clean off the ground.

All he did was take a few steps before he manged to thrust her onto the couch with a grunt. Vinyl swiveled on a hoof and landed on the couch in an upright position, a soft poomf emitting form the cushions as she landed. Her somewhat small breasts bounced on landing. All she did was look at him, a smug look on her features.

"All right big boy, if you want to play like that." Vinyl put the cookie dough on an end table. "I can play rougher."

With a smile, Vinyl launched herself from the couch and took Justin straight to the ground. Her crotch grinding up against his, that same smug look on her face. She pressed her chest against him, bringing her mouth close to his ear. Justin could hear her breathing get a bit more ragged.

"You know.." Vinyl whispered into his ear,"... I've been really horny lately."

"Then why haven't you done something about it?" Justin asked, his volume just as quiet. Vinyl's ear twitched.

"I wanted to wait until I had time to see you, and when you were home."

Now, how could Justin turn a mare practically wanting him to fuck her down? In one hand, he could be getting delicious cookie dough, on the other hand, he has a tantalizing mare wanting him. That cookie dough can wait, he had other, more important matters to tend to.

"By the way things are, I take it you want to be on top?" Justin asked with a smile.

Vinyl sat up, looking almost offended, "Got a problem with it?"

"Nope." Justin's smile didn't fade. "I like the girl on top anyways."

Vinyl's smile came back as her horn lit up, Justin could feel his pants fading from his legs. That's gonna be something to try and tell Rarity why his previous pair suddenly faded away. Oh, that situation was already playing out in his head. So far, he might not have liked it.

"Oh hey Rarity! My pants magically disappeared during spontaneous sex!"

ZAP!

Vinyl slide herself down, then tugged at his boxers, inching them down his legs. Justin had actually failed to notice that he even had an erection at this point since he had a bit of the thought and was watching Vinyl stare up at him.

Again, her eye never left his for a moment when she zoned in on his hardened member. Her tongue parted her lips in a hesitant sort of fashion, not used to actually seeing a human dick until now. But the way Justin was looking back at her actually did some good for her by putting some of her fears to rest. It's like he was say 'it'll be all right' without having to say anything, except look at her. Vinyl let her tongue slip out and wrap around the penis before her. Who said you needed to see for blowjobs?

Slowly, Vinyl ran her tongue along his length. Tasted much like any other stallion cock, only difference is that he wasn't a pony to start with. Vinyl ran her tongue back down to his base, then back up to his tip. Where she stayed and ran her tongue around the head. Justin couldn't help but groan out in a sort of pleasure.

Vinyl brought her tongue away from the head of his member. "Oh you like that? Then you'll love this..."

With that said, Vinyl dove back in, swallowing all of him in one go. Justin gasped at the sudden feeling of the mare trying to swallow his whole dick. Although, it wasn't that bad sort of feeling, just that all-pleasurable tingle. Vinyl sucked down hard as she brought her head back to his tip, then taking all of his length into her muzzle again.

"S-scratch, baby, a-at this rate I-I'll cum!" Justin tried to say as the unicorn continued her movements.

With a loud 'pop', Vinyl stared lustily at him, "That's my goal hun."

Before Justin could get another word in, Vinyl dove back in as a familiar pressure built up in his loins from many a lonely night. It felt so good, maybe just too good. Vinyl continued her oral assault on his member, beginning with taking his hole length in her mouth, then sucking hard as she came back up. The dam was breaking, the dam was breaking! Justin's hands shot out as Vinyl's head went down, grabbing both sides of her head and holding her in place as his head flared and spewed his salty seed into the back of her throat. Vinyl tried to swallow it all, and almost failed to as a little bit of cum dribbled out of the corner of her mouth.

Justin's hand fell from the side of her head, his chest rising and falling in silence. Vinyl let go of his member, freeing it form the confines of her mouth. She slid up his frame, resting against him as she stare lovingly into his eyes. They both smiled, Vinyl being the first of the two to speak.

"Better get ready for round two."

"OH, now you're on you pain in the ass." Justin smirked.

"I'm sure you'll be a pain in the ass with how big you are." Vinyl winked.

"Hinting at a round three?"

"Maybe."

Justin found himself pushed on to the couch, Vinyl quickly occupying his lap, her hands found his shoulders, his hands finding her flank. His manhood pinned down by the unicorn's marehood, the entrance was nice and slick, a tell-tale sign that she was getting herself ready. Vinyl pushed her muzzle back to his lips, encasing Justin in another kiss. He felt her tongue graze his bottom lip, and opened to allow his own to lash out and play a bit of tug of war. Vinyl's hips started to grind her lower lips against the hardened rod under them, coating the under side in juices. She pressed harder, trying to see if she could get him inside her without magic or hands. After the third failed attempt, Vinyl felt herself get lifted up just slightly, a sharp moan escaping into their elongated kiss. Justin eventually broke it, and not for a breath of air.

"Scratch, just use you hand." Justin sighed.

"But I was hoping to not use my hands or magic!" Vinyl shifted a bit in his hands.

"Doesn't seem to be working out so well, just do it." Justin sounded like he was commanding a bit, making her just that bit more wet down below.

Vinyl just complied, one of her hands leaving his shoulders and finding its way down to his meat. Warm to the touch, like that wasn't a surprise, and held it still for the entry. Justin just smirked and dropped Vinyl completely onto his cock. nearly smashing her hand, but a loud moan came from her lungs.

"You...ass.." Vinyl panted.

"You do have a nice one, thanks for reminding me." With that same smirk, Justin brought his hand to her ass in force.

A yelp escaped her lips and her blush intensified. Vinyl slowly raised her hips before slamming back down. Another moaned erupted from her muzzle again. Justin felt a bit bigger than when had him in her mouth. Well, then again, she guessed that it has been a while. Another thrust down stifled another moan.

"Oh Celestia, yes!" Vinyl moaned out out with another thrust down.

Justin clenched at her rump, if he didn't chew on his nails, they'd be digging into her fur. His teeth were barred, she felt tight. He soon found himself thrusting up into her sopping wet love canal by now, balls hitting her ass. This brought them both more pleasure, but also was building tension in both of their crotches. That build-up also caused both of the lovers to perform their actions faster, harder, determined to make the other orgasm. Vinyl slamming down harder, Justin thrusting up into her harder. The sounds that filled the living room were moans of ecstasy and the sound of them colliding. Vinyl's horn started to fizzle, lighting up it it's usual dark blue aura.

"Oh fuck yes!" Vinyl shouted, eyes rolling up, and throwing her head back in a racking orgasm

"Oh shiit!" Justin bellowed with her, thrusting up one last time and holding her in place while torrents of his seed shot up into her womb.

Vinyl collapsed on top of Justin, panting, smiling, smoke coming from her horn. Justin embraced her, keeping her against him as if she would leave. Vinyl dug her head under his and sighed, running a finger along his bare chest in circles. Her fur felt a bit weird at this point, it was matted in sweat, while he was slightly covered in it. His skin felt soft against her fur, when didn't it feel soft? Rubbing up and down her back, it was perfect for the both of them.

"Justin.." Vinyl spoke softly.

"Yeah?"

"I love you."

"I love you too, Scratch."

Derpy's Muffin Man

Justin wasn't in that much of a rush today, seeming that it has been a few days since he was last off work. But even that didn't excuse the knock at his door and letter left attached to his front door. Justin fished the letter, well, note, out of his pocket and read over it again.

Justin,

I really need you something. Like really, really need you here as soon as you're available.

With love,

Derpy Hooves

He couldn't help but smile everytime he read the last part of her note. Derpy didn't need to write 'with love' but did anyway as if he didn't know she loved him already. His fingers folded the note up delicately as if it was some important document or treasure to store away for when he needed it later. Not that he did, but it didn't hurt to carry it around for a little while.

A cold gust blew past Justin's face, making him shiver a bit and try to pull the collar up further in an attempt to cover up his cheeks. The note was simple, not insanely simple, but plainly simple. Derpy was a special sort of mare, and not because of her wall-eyes, which is kind of an offense to her.But in a more adorable sense, Derpy was just Derpy and that is what she will always be. Justin's special sort of mare. That was something that might never change.

Justin began to walk through the marketplace in Ponyville. The occasional pony giving him a friendly smile or wave, which he gladly returned with his own waves and smiles. Although, the silent greetings did little to distract his mind from on of the mare that had captured his heart some odd months ago. Made him feel good inside. Fuzzy even.

Justin continued to wave, smile, even say 'hello' back to some ponies he passed along his ever shortening journey, and soon, it wouldn't be long until he got to Derpy's place to see what she is wanting. Might be good, might be bad, who knew?

   It wasn't long before Justin finally arrived at the doorstep of the mare that wanted to see him. His hand raised to knock at the wood of the door, but Derpy beat him to the punch. The door swung open only mere miliseconds after the squee, and before he knew it, the worst bear hug Justin has ever experienced.

"You came!" The grey pegasus squealed before lett the human go. "Were you followed?"

Justin took a moment with confusion to have a little dance. "Followed? Derpy, why would any one pony want to follow me here, to your house?" He asked in a dumbfound tone.

"Because..." Derpy looked around and over the man on her doorstep, "...you may just never know about some ponies."

   Without a warning, Derpy pulled Justin through the door and slammed it shut behind them. Justin's ears picked up the sound of the door locking, which he turned to look at the ditzy mare with more confusion than he had anticipated.

"Okay... I've never seen you act like this." Justin removed his jacket and tossed it to the coat hanger. "So, what's wrong."

"Nothing, really..." Derpy replied sheepishly.

"Derpy." Justin simply said in a tone that seemed calm, but made her jump.

"Okay! Okay! I may or may not have been experimenting a little with some of my muffin recipes and I might or might not want you to try a new muffin I baked."

   Justin just stared at her blankly. Derpy started to back herself up to the kitchen. Due to the fact that most ponies don't usually have eyes in the back of their head, Derpy ran into the wall, causing both bodies in the room to cringe just a bit. Justin walked over to turn her in the direction of the doorway and gave a light nudge to her back. The human followed her a few feet in before he stopped. His eyes were fixed on a....

"Is that a rainbow muffin?" Justin asked, he was completely overwhelmed by the fact of the muffin's own exsistance.

"Well... yeah." Derpy replied. "I feel that it does something, but I want you to test it for me."

"Mysterious Rainbow Muffin of Possible Doom." Justin thought aloud. "You luck out because I love you..."

   Without another word, nor an actual ounce of common sense, Justin walked over silently and picked the muffin up. He inspected it just a bit, it looked like a normal muffin, but as Derpy said, it should do something. He brought the muffin to his mouth and his nostrils caught one hell of a scent that immediately made his mouth water like no tommorrow. But he was still cautious with his first bite. The morsel in his mouth had an excellent fruity taste with an unknown undertone. This was delicious, but he was having a hard time actually staying awake. His head felt a bit woozy too... as if he was tired.

   Derpy gasped when Justin came crashing down to her kitchen floor.

   Justin's nostrils flared open with a sharp inhale, picking.  up about a dozen or so scents. He could smell the wood, fabric of the blanket covering him, even the glass of the window. Since when was I in Derpy's bedroom? His ears picked up a door in the next house over closing. His pants felt tighter than normal and an unexplainable urge to.. to not stay in bed! The door swung open and Justin's nose peeked out, taking in sharp, short sniffs. Trying to pinpoint his exact location with smell rather than simply looking around.

   With a short tumble down the stairs for whatever reason compelled him to, Justin reached the bottom floor in shorter time than walking. He swiftly got to his feet and noted that he was far more nimble than he should've been. Probably faster too since he was now standing in the doorway with his eyes fixed on a Derpy washing dishes with an apron on. Eyes were mainly fixed on the supple flank facing him. He felt that those pants seemed a bit tight and wanted to take matters into his own hands.

   He tip-toed his way on over to the unsuspecting mare and literally pulled her pants down withput having to unbutton them. His action was followed by a slight 'eep' and caused Derpy to look back at him with one furious blush. Just before she could react, a certain human presented his whole body weight on her back, causing a gasp-moan. Sometime during that time, Justin *somehow* lost his pants.

"Found out what the muffin did." Justin stated, starting to nibble on her ear.

"A-and?" Derpy quivered under the man's actions, wave after wave of pleasure surging through her.

"Well... I can smell a whole lot of things, you smell a bit of a cross between bubble solution and muffins, I hear stiff I ain't supposed to, and I am far more nimble than I should be."

"Y-you forgot horny..." Derpy commented.

"Is that what this urge is? I completely forgot out of my own amazement." Justin replied, giving the pegasus mare a nip at her neck.

   Derpy just nodded woth a sigh as she ground her ass onto his hips, pushing against the pitched tent by Justin's member. His hands ran down her body to tje brim of her sweater, but not before untying the apron's bottom set of strings, and started to move the cloth up her body. Now the only thong standimg between one of his prizes was the laced white bra Derpy had chosen to wear today.

   Justin took no time in getting the bra off than he did with her pants. Hos hands kneading themselves each a breast, stiffling a moan from the mare. Certainly bigger than Vinyl's , but he wasn't going to judge.... much. Derpy was certainly enjoying the pleasure brought to her, but ahe was starting to get a bit ancy and wanted to be fucked now.

"Justin-oh- sstop t-teasing meee!" Derpy whined, her wings flaring out.

"Of course, as you wish mi'lady." Justin mocked a posh servant tone.

   Derpy felt a weight leave her back and her panties beimg drug down to her ankles. Now that her bare assets were presented to the chilly air, her love took quite a bit of time to admire the flanks he now has exposed. Justin discarded his boxers somewhere on the floor and rubbed the tip of his dick along the lower lips of his mare.

"Mmmmm..." Derpy moaned out,  before she knew it, Justin was already sliding his member into her waiting folds slowly.

   Justin could feel Derpy shift a little to make herself and him comfortable. Not that she didn't intend to take his whole length into her wet pussy. One Justin was done taking his sweet time inching himself into her, he slowly slid his rod back out, leaving just his head in her. Derpy was about to whine again until she felt him stuff her folds again in a slightly quicker pace. Once his base touched her lower lips again, he followed the same the pursuit, only gaining more speed.

   Derpy began to moan out each time her love drilled his rod into her.. and come to a near whine each time he almost pulled out. Always yearning to be filled by him since he would nearly leave her wet folds. Her moans of ecstacy started turning into yells of pure bliss. Each thrust into her drove closer to her edge, she couldn't speak for the one rutting her however.

   Justin was enjoying the feel of his mare. In fact, he was enjoying her so much that if you could hear past her yells, you could hear him grinting everytime he thrust into her. He felt her pussy convulse each and everytime he would slide out. Quite a grip her nethers had, but it was an amazing feeling for him at the least.

"I'm... I'm about tooo... ahhhh!" Derpy screamed out before climaxing, coating her love's groin in her juices.

"Hnnnng!" Was all Justin could manage after a last and final thrust, emptying his balls into a very wanting and waiting cunt.

Derpy held on to the counter for support, heaving with Justin.

"You know..." Justin managed to form some word between pants, "... I think that muffin also made my cock bigger..."

Foalsitting has Benefits

Days later after the Rainbow Muffin 'Incident', on a Saturday

    Justin was able to, at his own amazment, sit through the rather heartwarming and endearing rant of how he should care after Rarity's little sister, Sweetie Belle. He was kinda glad that Rarity herself was nearing a close on the speech, going on about how he was one of the few ponies trusted with such a task. Boy, did he feel so trusted and special.

"...and if she becomes too much of a hoof-full, darling, don't hesitate to come find me." Rarity was about to go on.

"Rarity, I got this." Justin stated plain as day.

"Okay... but just in ca-" She was cut off by the human's hand raising.

"I said I got this. Now you go and enjoy your night with the girls." Justin said as he began to usher the unicorn out the door.

   Little did they know that a certain filly had been watching the entire spectacle from the top of the stairs. A sly smirk as she watched her sister go on a rant only to have it cut a bit short by the human she assigned the task to. Silent giggles erupted as her eyes caught a glimpse of Justin raising his hand level to his ear and calmly claiming that 'he had this' before shooing her sister away.

"Whew." Justin finally relaxed a bit more now that Rarity was finally gone. "I'd never thought she would shut up and leave."

"Girls night out?" He heard a voice from the stairs.

"Yeah," Justin chuckled, "so what'cha wanna do?"

"I don't know really." Sweetie shrugged. "I usually just stay in my room and not bother anypony."

"Not happening, I wanna get to know the filly I'm lucky enough to babysit or foal sit or whatever."

   Sweetie just giggled and nodded her head on agreement, finally descending and accompanying Justin to the living room. The two took seats, Justin on the couch and Sweetie decided to take the floor. Of course, silence was short-lived as Rarity's rather fluffy cat came waltzing in and jumped into Justin's lap. Whereas she just curled up and purred away.

"Strange, Opal doesn't usually like just any stranger on the spot." Sweetie commented, slightly impressed that the stuck-up pussy cat would even let him pet her so quickly.

"Seems to happen to me when it comes to animals." Justin smiled at the filly.

"I think I have several ideas..." Sweetie smirked as the human shot a bit of a suspicious look.

About a hour in

"I, a creature from the Everfree, have come to torture the citizens of Ponyville!" Justin exclaimed in a mock of a mock monster voice, as ridiculous as it sounded, the filly that got his to do this was having a hard time not laughing.

"Not if I have to say about it!" Retorted Sweetie, now had one of the CMC capes tied around her shoulders, a fly swatter in one hand, and a bucket adorned on her head being held up by her horn. "For I am a Cutie Mark Crusader City Defender!"

"Wow.. what a mouthful." Justing thought to himself before roaring as Sweetie began to charge at him.

   The filly of a unicorn got one smack in on his legs before she was picked up and held against her will, sort of. Justin began to tickle the filly mercilessly, stopping for only a few seconds to let Sweetie catch her breathe, then started tickling again. The filly was quickly turned from whatever she said she was to kicking and laughing.

"Oooh! It looks like the creature defeated a...." Justin stopped to think of the name Sweetie mentioned.

"CMCCD" She interjected.

"Yeah that!" Justin finally said after a few more moments of silence, then collapsed on the couched.

About two hours in

"Steady.... steady..." Sweetie said trying to balance herself on the human's shoulders with a card in each hand.

"I can't believe it's almost done, the biggest house of cards in Equestria." Justin whispered in amusement, unfortunately, Sweetie heard him

"Or the entire world."

   Sweetie then squealed in delight when the last of the cards were placed. Justin took a courtesy step back and the two now admired their work. The human's eyes sparkled as an idea came to mind. Sweetie was at a smiling slack jaw.

"We should knock this down." Justin commented.

Sweetie sat in silence. "Let's do it!" She quickly exclaimed, climbing down to wrap her legs around his waist, arms around the shoulders.

Justin took a few steps back, feeling the filly tighten her grip on him. "Unicorn backpack ready?"

"Ready!" Sweetie chirped happily

   Justin burst into a run towards the mega-house of cards. Sweetie stated squealing in delight again as they brought the house. Guess ot is a good thing it wasn't literal. Sweetie climbed on down to the floor, her eyes scanning the mess they had just made. It was a short lived observation since Justin had decided to scoop the filly up and assault her with tickles again.

About six hours in

   The living room Sweetie and Justin based themselves in lay in a complete mess. Cards were stwern across the floor, various sheets of bedding, balled up paper wads found themselves lodged in various places, and book forts still standing. The culprits were on the floor between the forts of books, one staring at the ceiling and a bit more awake.

"My sister likes you, you know?" Sweetie commented tiredly, trying to wrap herself up in a sheet only to roll into the human's side.

"No. I didn't know Rarity had a thing for me." Justin now had his eyes open.

"Yeah, but she thinks it's unprofessional to have a fling with a client..." Sweetie yawned cutely, "... but that's alright, I guess."

Justin took a few moments to think about the obsurb thought. "And how do you think it's alright?"

"Because I still like you as a friend." Sweetie replied

That actually brought a smile to Justin's face as he thought about it.

   But his thoughts were soon interrupted by the sound of the door unlocking and the entrance bell ringing as it slowly opened. Justin sat up to look at the owner of the store they were in with a small smile still across his lips. Rarity, not expecting anypony or any one human to be up at this hour. Certainly had she little knowledge of the surprise awaiting her in the living room.

"You're home a little late." Justin whispered, loud enough not to disturb the sleeping Sweetie Belle near him, then broke out into a soft snicker.

Rarity jumped immeadiately, then glared at the human. "I thought you two would be asleep by now!" Rarity set her volume the same as Justin's

"No... not yet anyway." Justin slowly got up and wrapped the snoozing filly up in her blanket before lifting her into his arms. "Belle here went fast to sleep just before you waltzed on in."

"Well, at least now I know who I can trust with my little sister when needed." Rarity sighed to some relief.

"Eeyup... she's quite fun when she's not causing trouble." Justin snickered a bit at his own joke, a slight smirk on Rarity's features. "So, where's her room so I can tuck this bundle of joy in bed?"

"Upstairs, third door to the left, should have some sort of sign taped to it." Rarity instructed.

"And I'm assuming this nice, red, expenive-looking door to my right when I first got up here is your room?" Rarity was put at awe knowing that Justin somehow passed her vision and was now at the top of the stairs.

   Justin slowly and quietly closed the door to Sweetie Belle's room, taking necessary steps to insure the filly wouldn't wake. Rarity had also called to him about meeting in her bedroom for discussion of his payment for foalsitting Sweetie. Justin was sort of hesitant about the subject though seeing aa he couldn't possibly have the filly's older sibling pay him. He had fun watching Sweetie, he really did, that's probably why it sorta disturbed him just a bit. Sweetie was.... well.... sweet, and that's all the reason he needed.

Justin soon found himself standing at Rarity's bedroom door, and knocked thrice.

"Come in" he heard her voice call from the other side, but also at a distance.

"Rarity?" Justin called out as he opened the door, only able to see the silohuette of the mare in question.

"Yes darling, in here." Her silky smooth posh voice rang out again.

Justin stepped into the room while playing woth his hands. "I've..uh.. been thimking about this and.. I can't possibly make you pay me for watching such an astounding filly. Your lil sis especially."

He heard the mare sigh, then approach him from the shadows. "Oh darling, but I insist. It really is hard to find somepony she actually gets along with."

"I'm quite certain it ain't that hard..."

"Oh you have no idea... besides, it WAS her idea that I have you foalsit for me." Rarity was now in full view for Justin. Just there. In nothing but her bra and panties that matched her mane.

   She was quick to saunter over and wrapped her slim arms around the human's shoulder. And just stared into his eyes. Rarity felt entranced by his eyes. So dark of a brown she'd never had seen on any stallion before him. Then again, Justin wasn't a stallion, he was a human. A man. A helpful, smart, loose, and most of all, caring. Of course, his build wasn't what she would've liked, but his personality made up for that greatly. Which she would enjoy.

"You see, my darling Justin, I have admired you in such a way that..." Rarity was quickly cut off by a single finger to her lips. And a heartmelting smile.

"Shhhh... I know, Sweetie told me." Justin simply said before pulling his finger away.

   Before he actually pulled his finger away, he saw those beautiful saphire pools roll at .

the mention of Sweetie's name. Then get pulled into a kiss of passion. A slight run of a wet muscle along the bottom lip of his lip to which he was happy to oblige. Justin knew what he was in for, of course. A tug-of-war with their own tongues. Or more of a tug-of-war with gives, takes, and trade-offs.

   It didn't take long for Rarity to twirl him and herself across the room. Tossing the human gently onto her bed. She was about to start on Justin's pants until his hand stopped her own. Rarity almost gave him an evil glare until her pools of saphire met his pools of darkness. To which she had almost whimpered in anticipation.

"I only have one question for you...." her look changed to that of genuine intrest as his words met her ears, "...just how exactly did you fall for me?"

Rarity raised her head just a tiny bit then laid it in his lap. "Honestly... I can't quite recall dear. Just might be your naturally sweet nature. All I know is that night when you came back and thanked me, I only then realised how sweet you can be."

"Then you started watching me around town." Rarity's cheeks suddenly went red at his remark.

"How'd you-"

"I pay attention to a lot of things even though it seems like I don't." Justin quipped rather quickly.

Rarity was at a loss for words.

"Like when I sometimes stop by the school during recess to play with some of the foals. I've quickly become their favorite play thing to some, which I don't mind. While I'm working at the ice cream shoppe. You like sprinkles, right?" Rarity nodded with her mouth agape. "Of course, I'll have to talk to Derpy and Vinyl about adding another mare to this herd-thing we got goin on."

"You honestly think they would let me in on your herd, even though it's your choice darling?" Rarity was now just a bit confused about the situation.

"I have their happiness in mind and they got mine on theirs...." Justin took note of Rarity's ear going flat against her head, "...but, I don't think spending the night here would hurt anyone."

Some time later

"It was so nice of you to stop by Fluttershy!" Rarity waved goodbye to her friend as she flew off.

"Yeah! Make sure that new bear cub gets a hug from me!" Justin exclaimed as he also waved bye to the pegasus.

   Fluttershy just waved back as she, more or less, hovered away from the boutique. A tub of special blend ice cream wrapped under one of her arms. A courtesy of a rather joyful human. Justin, completely unaware of the sultry look a certain snow unicorn, just kept waving until he was yanked in by the collar of his shirt. The door to the store soon slammed shut and locked and the human soon found his lips connected with Rarity's. To which after a little while she broke off first.

"How about you show a lady how you take care of her in bed?" Rarity had a bit of a growlin her tone.

"What? Not gonna ask how it went with Derpy n' Vinyl?" Justin asked, causing Rarity to roll her eyes and flatten her ears.

"Oh fine.... how did your little talk with those two go dear?"

"Well, Derpy got all excited and Vinyl didn't believe me." Justin replied with a slight smirk. "Which is why I took the liberty of inviting them here."

"You didn't.." Rarity was flabbergasted.

"I did. Vinyl wants to watch me screw you and Derpy, well Derpy just wants to spend time with us." Justin quickly stated in a matter-of-factly tone.

"And here I thought it'd just be you and me..." Rarity groaned with a roll of her eyes.

"To be honest, I probably wouldn't have a choice concerning Vinyl anyhoo." Justin just shrugged taking a seat on the couch nearby.

   His action was shortly followed by the pale unicorn taking her seat on the human's lap. Her face coming close to his, her well sized breasts pushing up against his chest. To help accomodate her close proximity to him, Rarity spread her legs around Justin's waist so that her business skirt rode up her slender legs a bit. His lips just grazed hers by a little for the jumpstart of a deep, passionate kiss. There was a sudden knock at the door followed by a rather loud rumbling that seemed to keep growing in volume until-

   Justin started to rub his eyes to shoo away the sleep away. He slowly propped himself up to take a look at his surroundings, taking a good long look to make sure everything was back to normal. Which it was like he expected. Then craned his head to the left to the source of his strange dreams for the past few nights: an empty tub of strawberry icecream. He diverted his gaze to the bed he was in and looked at the two mares with him. Both of which were as he remembered; hooves on all fours, no bigger than normal, and barely an article of clothing on them... save for Vinyl wearing one of his shirts that she snatched last night. Then there was Derpy, whom of which was sleeping soundly with all four of her legs wrapped around his torso and back.

   Then he heard that sound again. The rumbling of something.... mechanical. Like an engine. Justin heard the rumble fly over the room he found himself in, and for a moment, he felt a bit happy to hear something so familiar in a land he knew wouldn't contain such a contraption. Slowly and as gently as possible, Justin peeled the pegasus mare off of him before leaving the bed. As always, his head hit the ceiling, ususally making him askew his head or neil just to fit in a room. The top of his skull was scraping the ceiling instead.

   He quietly made his way across the room to peek out a window to the early afternoon of a cityscape. Which remindd him of a question he'd been meaning to ask since the first night....

"Since when did we end up in Manehattan?"