The scents coming from the kitchen made my nose twitch. I opened my eyes to the brand new day. Outside Lily’s bedroom window I could see snow on the roof of the building across the street. I scowled, but I couldn’t stay angry at it for long, Lily was cooking. My hoof crept up the space Lily had slept in, I could feel traces of warmth. I got out of the bed and stretched the tiredness from my muscles.

As I got closer to the kitchen, the aroma became all the more intoxicating. Warm cinnamon filled the air, coming close to carrying me to the kitchen on a bed of joy. I had to restrain myself from running through the door. Lily was just placing the hot buns on the counter when I came in. She turned to me, having put them down, and started talking.

“I hope I didn’t wake you,” she said with a slight giggle. I did my best to act coy and glanced around the room. In the corner that I hadn’t even looked at since I’d trotted in sat Daisy and her boyfriend. Both of them drinking coffee at the table.

“Oh,” I muttered, “Hey Daisy and Colt...” I paused, forgetting his name temporarily. It wasn’t like he was hard to miss in Lily’s place. His coat matched the tacky eggshell wallpaper. His mane didn’t exactly pop out either, only doing so because it was a strange green that I didn’t much care for. Even if I didn’t think he was that good looking, I could kick myself for not remembering his name.

“-on,” he finished.

“Did you sleep well, Rose?” Daisy asked. She was smiling to herself, taking sips and finishing a puzzle in the paper. Colton didn’t look amused. He was staring intently at his own coffee. Even his face showed nothing, just pursed lips.

“Yeah,” I said delightedly. Lily and I had had a great day. Seeing as it was still wasn’t quite winter yet, we’d gone for a walk through Sweet Apple Acres. They opened it up after the leaves started to turn and ponies from all over came to see them. “Why?” Daisy chuckled.

“We could hear you two last night...,” she said sheepishly. “Sounded like fun.” I couldn’t see it, but I felt my face turn a bright scarlet. I wanted to bury myself back under the covers.

“Daisy!” Lily said, scowling at the mare. Daisy shrugged. “You know she’s sensitive...” Lily said, quieter this time.

“I’m in the room,” I rebutted.

“Sorry, Rose,” Lily mumbled. I could tell that she really was sorry too. “But I’m right about Daisy.”

“Excuuuuuse me,” Daisy said sarcastically. “I was just making light conversation.”

“I didn’t know you could hear us...” I muttered to Daisy and Colton.

“To be honest, I couldn’t hear you, just Lily.”

“What?” I asked bewildered. I thought I had been making an awful racket. Daisy nodded knowingly.

“You were probably quiet as a church mouse.” She was nudging Colton in the ribs, and he didn’t look amused. “Not that we could hear anything over Lily!”

“I didn’t know you were coming home last night,” Lily said, snapping at Daisy. “You said you were coming back today.”

“12:01 is today, technically. And we were wasted, Lily. You didn’t want us going all the way to Colton’s did you?”

“I don’t know,” Lily said. “What does Colton think?” The two of them turned to him, staring him down. He’d picked up his cup of coffee, but he put it down when he was mentioned. Colton let out a sigh and pushed the cup away from him.

“I don’t want to get involved in this,” he said simply. He pronounced each of his words clearly and carefully. Daisy frowned.

“What’s that supposed to mean? Get involved in what?” It was almost possible to hear the gears in his head grinding to a halt.

“I just... don’t think,” he was thinking aloud, “that we... should... talk about their sex life.” He finished on a relatively high note. “Doesn’t that sound nice?”

“No,” Daisy muttered with a sigh. “I’ve been hoping Rose and Lily would get together for a long time.”

“That doesn’t mean you can speculate about that we do,” I said.

“Roseeeeeee,” she whined, “You know everything that happens with me and Colton. I like to hear about what happens between my best friends.”

“If she says no, Daisy,” Lily said earnestly. Daisy narrowed her eyes at Lily.

“At least answer me one question, Rose.” She hadn’t taken her eyes of Lily. “Did she ever take out her strapon?” Colton’s eyes bulged in shock, and a little of his coffee was spit out. That, I felt, was also a good gauge on my reaction. Lily swallowed hard one something in her throat.

“Let’s eat,” she said. Ignoring the elephant in the room, she grabbed the tray of cinnamon buns and carried them to the table, where all four of us sat down. I picked one off the tray and started to bite down on it. I had always loved Lily’s buns, she put plenty of cinnamon and frosting on them. So much I had to take a nap afterwards.

Daisy was still eating the bun, but her eyes kept flicking up to look at Lily, who was trying her best to ignore the other mare. Colton eyes Daisy warily. Daisy cleared her throat, and Lily’s eyes shot daggers at the mare. It was a tense moment at the table. I tried to focus on my breakfast. A glass of milk and a cinnamon bun or two. It was warm, gooey, and sweet. I smiled as I bit into it.

“So,” Daisy said abruptly, “You two haven’t tried the strapon.” Lily put her plate down grumpily.

“This isn’t the right place, Daisy,” Colton insisted.

“Well I don’t think there’s a better time,” Daisy said back to him. To Lily she added, “Did you even bring it up?” From everything I knew about Daisy, she was just teasing Lily now, and it was working. Lily was getting red in the face.

“I haven’t,” She said simply. “I was going to wait until I thought sh-we were ready for it.” I looked at her expectantly.

“Ready?” I asked. She looked at me, doubt hidden in her eyes.

“Yeah. Rose. It’s kind of weird.” Daisy scoffed.

“More like it makes you weird.” Lily motioned for her to keep quiet, but she wasn’t. “I’ll tell you about it if you want, Rosie.” All this talk had gotten me curious about this strapon, whatever it was. “Do you want to hear about it?” Lily slammed her hoof on the table.

“That’s fuckin’ enough, Daisy!” she roared. My heart was pounding in my chest, blocking all sounds, but I could see both Colton and Daisy leaning back in their seats, backs straight. Lily was breathing heavily, eyebrows furrowed. She sat back in her chair, and waited for a moment.

No one said a word for the longest time. I felt so awful I didn’t want to even look at the milk or bun. I pushed them away and turned to excuse myself.

“Rose...,” Lily said, her voice soft again. “Just... wait a second.” I adjusted myself back into my seat and waited. “I didn’t mean to yell. I’m sorry, Daisy.” Daisy was biting her lips.

“I didn’t mean to prod so hard.” Lily pulled me closer.

“I’ll tell you about it later if you want,” she whispered into my ear. Her hot breath always made me tingle when she did that sort of thing. Lily pulled away and I resumed eating breakfast, it really was incredible.

Eventually Daisy and Colton decided they’d had enough to eat and headed off for the day. The two of us were still at the table, and I was picking at a third bun. They were so good I couldn’t resist at all. Lily coughed, clearing her throat before she spoke. A wave or nervousness washed over me. She was going to talk like I had an idea of what a strapon should be.

“Rose,” she began, “I just want to ask you if you think you’re ready to hear about it first.” I bit my lip, it was now or never.

“I just have one question.” She nodded expectantly. “What’s... a strapon?” I couldn’t for the life of me read Lily’s expression. She started, choked on her words, and kept quiet at least five times before she finally started to speak.

“You don’t know?” Was all she managed. I shook my head. Lily looked a mix between surprise and one of suppressed laughter. “Huh...”

“What?” I asked.

“Nothing, I just, uh, never met a mare who didn’t know. I guess I should have realized... But this means you definitely aren’t ready,” she said adamantly.

“Tell me what it is...” I begged. Lily bit her lip again.

“A strapon is a dildo that one mare wears around her waist and then uses to have penetrative sex with her partner,” she said quickly. “I have a very special one, it’s magical and all that.”

“Why did Daisy want to know if we used it?” Lily looked around awkwardly.
“You see, the thing is, I typically use it with my partners, and I guess that Daisy thought, since we’ve been together for a month or so, that I’d use it with you.” If Lily used it her partners, why hadn’t she used it with me. I asked her just that. “Oh jeez. Part of the magic makes a pony feel a little dominating. And I didn’t want to really freak you out or anything, or take it too fast.”

“Oh my,” was all I could mutter. At least she was being honest with me. “Well that sure does sound interesting.” Lily smiled endearingly. A cute little one that showed off her dimples. She sat still for a couple moments.

“Have you ever seen a dildo, Rose?” I shook my head. Lily stood up and beckoned me to follow her. She led me out of the kitchen, back upstairs, and into her room. I sat on her beg while she rummaged through one of her many drawers. Eventually she found whatever it was and pulled it out, and placed it on my lap.

It was a large, nearly completely clear, cylindrical object. At the back end, or what I assumed was the back, were three straps that connected together in a buckle. On one of the straps what a smaller version of the cylinder, which wasn’t clear, but flesh colored. The more I looked at it, the more it reminded me of the stallion diagrams back in health class. I could feel the temperature of my cheeks rising just by having it on my lap. My glance flickered from it and Lily.

“Well?” she asked. “What do you think?” I shrugged. What was I supposed to think? It was a dildo, and as much as I knew, it was just like the rest of them.

“It’s... fine?” I suggested. Lily strode over and sat next to me. She looked a little preoccupied mentally. “I don’t know what you want me to say.” She sighed.

“Say what you think.” I shrugged again. I poked the strapon with the tip of my hoof. It was rubbery and bent easily. “Hmm. It’s different when a pony wears it.”

“Do you wear it a lot?” I asked, poking the thing continually. It was actually kind of fun.

“I guess? I haven’t worn it a couple months,” Lily explained. “You remember Glimmer?” I nodded. “We used it with each other.” Suddenly dirty, I pushed the strapon over to Lily’s lap. “Relax, I clean it.” She pushed it back over and I resumed poking it, albeit a little more timidly. It still felt a little weird having it near me now.”

“I really did want to use it with you one day,” Lily said. She was eyeing me and the toy. “But I wanted to wait until just the right moment.” Her eyes were glazing over as I started to rub the toy with my hoof. It seemed like there was both and outer layer and an inner one. The outer layer moved with my hoof. It was really fun to touch now. There was a hungry expression about her. “Do you... mind if I wear it?” I looked up at her. “While you play with it?” I bit down on my tongue, worried for some reason. There wasn’t anything wrong with her request, and Lily generally knew how to do things the right way.

“I guess that’s fine...” I mumbled. Lily beamed and leapt onto her hooves. She picked the strapon off my lap and placed it between her hind legs. Holding it steady between her legs she placed the straps around her flanks and one up past her marehood. The one going past her marehood was the one with the smaller version on it, and it fit perfectly in her... pussy, as she would call it. Once secured she turned around to face me, strapon in all its glory.

It had changed. Instead of being a clear color it was the same deep purple-pink as Lily’s pussy was. I bit my lip looking it, now there were loads of details I’d missed before. The very front of it was a flat face with a small hole near the bottom. Around the shaft, veins poked out all down it. It was huge too, as thick as a can of soup. Scary to look at too. Lily noting my apprehension, strode up to the bed and laid down next to me, new member fully erect.

“Uhm, if you still want to try it...” She was watching me nervously. I felt a little bit brave, so I followed instinct and reached over with a hoof and starting poking at again. There was less give this time, instead it started to sway in the air. Lily looked like she was being careful to remain calm. I turned around so that I was facing her and her thing with my body. It was so long it made its way almost up to my chest. I took both my hooves and started to rub its sides. Starting halfway up, stroking up and down gently.

Lily leaned back, smiling. She was enjoying it. I had next to no idea if it was really good or not. My sexual experience had been limited so far to just oral sex, and not with penises. It made sense that if Lily was smiling, then my rubbing was doing something for her. All I had to do was keep massaging it.

“This is great, babe,” she said, groaning. It was warm, like a real part of her. At the bottom of the shaft, I could see the balls rising up and down with the tempo. Lily’s mouth was open just a tad, and she was breathing heavy. “I think you’ve done this before.” I started to increase the rhythm. Faster and faster up and down. I was almost on top of her at this point. It wasn’t hard to work it like it was to work her marehood. But Lily had something more on her mind.

“Babe?” she asked. I slowed down and looked her in the eye. “Do you think you could... you know... suck it?” My brow furrowed.

“I dunno, Lily,” I said. She waved me off.

“Come ooon. It feels so good, Babe.” It seemed to me like Lily was acting a little differently but she usually was one we had sex. Maybe it felt a lot different with the strapon, and that’s why. I shrugged off and lowered my head a little closer to the tip of the dildo. Lily was salivating, watching me with the eyes of a hawk as I got nearer. “Yeah, that’s right, babygirl.” I tentatively stuck my tongue out. but I froze. Surely I wasn’t afraid of the taste. I’d gone down on her before, and it had been fine. She’d liked it.
I decided it was best just to give it a lick at first. I put my tongue at the midway point, where it had a thicker ring part around it, and slid my tongue all the way to the top. I didn’t want to gag, which was a good sign. The warmth on my tongue felt nice, almost as warm as her marehood was, but a much different taste. Instead of sweetness there was a salty flavor, something I’d never had before. I was getting pretty horny myself, as Lily would say. I could feel a growing warmth in me, and something dripping down my flank. Lily licked her lips as I clasped mine around the head of her new thing.

It was exhilarating to be frank. A taboo feeling, two lesbian mares, one sucking the others strapon. I could barely fit my mouth around it. Lily let out a long moan as my tongue brushed the front of head. Everything so far seemed like the strapon was a great bedroom idea.

“U-up and down,” she grunted. Even though I couldn’t nod, I was pretty sure she got the gist of it. I carefully started to take more and more of her in my mouth, all the while licking the underside with my tongue. It was so smooth and warm now. I was in love with it. Suddenly, I felt a strange new sensation, the dildo was pulsating, growing just a little. And it felt harder in my mouth. I was about to lift my head, asking what was wrong, but Lily hooves found their way to the back of my head, keeping it on the dildo. I struggled against her hooves, but she was much too strong for me.

A strange liquid flooded my mouth in great spurts. I coughed and hacked, but Lily wouldn’t let up until the strapon stopped leaking whatever it was. I reeled back in disgust. What had come from the dildo had been sickeningly salty and slimy. A thick, viscous fluid that made me want to spit it out, but most of it had found its way down my throat. The rest dribbled through my open mouth as I gasped for air. Lily looked an odd mix of horror and content, face flashing between the two.

I leapt off the bed and bolted towards the bathroom. I didn’t care how but I needed to get that taste out of my mouth. As I ran I could hear Lily bounding after me. It was lucky that I’d had a spare toothbrush at her place. I loaded it with toothpaste and went to town on my mouth. Even then I was still eyeing her minty mouthwash with desire. Lily showed up at the door halfway through, strapon absent.

“Rose,” she said, gasping for breath, “I’m so sorry!” I didn’t want to hear it right now. She should have said something, or... something. My mind was racing. It had been pretty fun all the way up to the end, and all I wanted to do was forget it now. “Rose... It’s the magic, you lose your head.” I spit out the foamy toothpaste and took three capfuls of the mouthwash. The flavor was still there. “I should have told you it came like that, I’m sorry.” Lily was close to tears. I didn’t know why exactly. Feeling her like that brought a misty quality to my eyes too, like I was about to break down, and maybe I was. “Say something... please.” I spit out the mouthwash, taking only a little of the taste away.

“What do you want me to say?” Lily shut her eyes slowly.

“I want you to say you hate me... that I’m a big jerk, Rose.”

“Why?” Lily plodded to me and hung her head on my neck.

“Because I did that to you... I made you just... swallow the cum.” I shuddered at her words, it seemed so much more vile when she said it like that, even though it had been bad to begin with. Though when it was a mare’s orgasm, it wasn’t that bad. “Can you forgive me?”

“Of course I can, Lily. I mean, if it was the magic that made you do it, then what could you do?”

“Rose, be mad at me for once! You didn’t know what you were getting in to. I shouldn’t have asked you if I could put it on, that was way too far.”

“But I was having fun...” I insisted. Maybe I should have been mad at her, but Lily was Lily, and she made mistakes too. “You just were in the moment.” Lily wrapped me in a hug so tight it pulled us both to the floor. She burrowed her head deep into the side of my neck.

“Do you want to try it on me?” she asked quietly. I rested my chin on her head, thinking. It did make me curious, wondering what it felt like. Lily had came a lot quicker than normal, and I was still feeling pretty horny myself. I bit my lip, Lily had done it with me, and done it before with other mares. So obviously it was fine thing to do. “It’ll be fun,” she said tantalizingly. “It’ll make for up what that was.”

“I don’t know how,” I said honestly. Lily giggled. Even though she’d laughed, I could just about hear her tears, hopefully drying in my coat.

“It’s easy, Rose, and it feels really nice too. Boys have it easy. You just have to go in and out.”

“But when I do what with my tongue...” I said warily. Lily stopped me from going further.

“It’s not about me, Rose. It’s about what makes you feel good.” She stood up, and helped me up too. “I don’t want to push anything else on you, but if you think it’s fair that you try the strapon on me, that’s completely fine.”

“Would it make you feel better?” I asked. Lily rolled her eyes.

“Anything with you makes me feel like the luckiest mare in the world, Rose. I want to make up for just now.”

"Okay,” I said. “I’ll do it.” Lily looked taken aback. I didn’t want Lily to feel bad anymore.

“You will?” She beamed. “I promise it will be worth it. Come on.” As Lily led me up to the room I tried to pep myself up. Lily, generally, wanted what was best for me, especially sexually. She wouldn’t offer it unless I could do it. I could do it. We were in her room. She wiped off the strapon and I closed the door. Lily asked me to sit on the bed so she could put it on for me. I lay on my back, waiting nervously.

Lily put the base of the shaft right between my legs and laced two of the straps up to my sides, laying them against the base of my tail. She took the third strap and laced it straight down my backside. When the secondary cylinder popped in I jumped a little. It made my head a little woozy. I almost missed her clipping the three together and cinching it tightly. Already the penis was a dark cream color, likening itself to my marehood’s color. It wasn’t as hard as Lily’s had been. I sidled off the bed and stood tall. Halfway down the shaft, at the ring, it drooped down towards the floor.

“Am I doing it wrong?” I asked. Lily chuckled.

“No Rose, you need to give it something to look at besides the floor. Try this.” Lily stood at the bed, her chest resting on it and the hind legs spread on the floor. She flicked her tail to the side, revealing an already glistening pussy. My... penis stood erect in a second. A second nature took over me, and before I knew it, life had simplified itself to qualities.

There was wetness, heat, soft fuzz, grunting, simple motion, and above all a burning passion that resided in my chest. I opened my eyes to find I had my forelegs around Lily’s waist. My dick buried to the hilt in her pussy and driving it in and out. She had her head buried in the bed and before I could think I was saying things.

“That’s right, slut, love it up.” I was shocked! Surely that wasn’t me talking, but it had been. Lily was panting from what I could hear, and I wasn’t far from it either. There was a balloon of pleasure growing in me, and it couldn’t get much bigger. Lily was tight around my pounding cock, squeezing in all the right places. No matter what I wanted I couldn’t stop ramming in to her. The strangest sensation was that of my balls slapping into her after every thrust. There were just some things that you couldn’t do as a mare, and I was a little jealous.

My mind was clouded with the pleasure of it all. Lily was moaning, and I was on the verge of something so alien to me, but I spoke again without control.

“I’m going to fill your pussy, bitch.” I winced mentally at the words. If I’d have any control that would have made me stop, but I had to keep going, the strapon seemed to command me. All of it was too much for me, I felt the bubble burst.
Waves of pleasure emanated through me, starting at the base of my new penis. All the while it was shooting deep into Lily’s waiting pussy. I’d gone deep just at the last moment, and she was feeling it. A burning hotness folded over my dick as I pulled out. A thick glob of cum following my dick with an audible pop as the head finally flopped out. I fell next to her in bed, feeling incredibly satisfied, and wondering when I could do that again and again. Lily fiddled with the buckle at my tail, and I heard the strapon fall to the floor.
The magic rushed out of me quickly, thankfully leaving the post-orgasm high.

“Wow,” was all I could say, and it was more like a mumble. Lily rolled over on top of me. I could feel the goop drip down onto my own marehood, still warm. Lily kissed me deeply, tongue darting just for a moment into my mouth. She pulled back before I could react. kissing her myself.

“That was hot, Rose.” I pulled her close, feeling strange.

“I can’t believe I said those things,” I groaned. Lily giggled.

“It can happen like that, but its fine, Rose. I thought it was fun,” Lily assured me. I wasn’t so sure it was fun. Not that there was anything wrong with that I had said, but I just felt wrong that I had said it to Lily. It felt wrong somehow. “Don’t feel so bad.” Lily started rubbing my sides, which caused even more of the cum to leak out of her. The stuff kept on sliding down my own marehood, rubbing my clit which was still in need of stimulation. I started to reach a hoof down but Lily stopped me.

“What are ya’ doing, Rose?” she asked slyly. She was moving more and more, on purpose I imagined, and the volume of juices coming out of her astounded me. Every spill made me more and more needy. “Do you need something?” She had a mischievous smile, something I’d come to love. Whenever she had that I knew something fun was going to happen. “We can tell each other what we want, Rosie.” She always told me that, and even then it still made me nervous to say it. Yet she was right, we could tell each other.

“I’m just going to, uh,” I paused. Lily was purposely flicking her tail so that it would hit me, sending more emotions through me. She was also tempting me like this. “Just...”

“You weren’t going to use your own hoof were you?” She peeled off me and slid down. I leaned up and watched her. She wiped off the creamy white liquid on my now sopping marehood. All the while she had the biggest smile. “I mean, it’s not like we don’t have a strapon if you want to try it...” My heart stopped. Deeply I did want to try it, but I don’t know if I could handle Lily being that Other Lily. “If you want to, of course.”

“Only if you stay Lily,” I said, “I don’t think I could handle it if you’re that other mare.” Lily put down the strapon.

“I’ll always be the Lily you love from now on, Rose.” She bent down and lightly kissed my clit. It was reflex that made me close my legs on her head. She just sighed and pushed them apart. “Think about it,” she said, “You’ll be officially not a virgin!” I perked my ears up. Part of me really wanted her to get on with it, but she felt content to make me wait some more.

“What do you mean?” I asked. She grinned coyly.

“Well you’re a virgin until you’ve have your cherry popped, and you’ve still got yours.” My eyebrows raised.

“How do you know?” It was a stupid question, I knew, but it was fun to ask her things sometimes. She kept her funny grin.

“Well when’s that last time you got penetrated?” She emphasized the ‘d’ and let it drag on. I blushed hotly.

“Never.”

“Then you’re technically a virgin.”

“Is it true that I’m a virgin even if we’ve...?” She shook her head.

“Not really, but some ponies think like that. I was just setting up the mood.”

She pulled back and slid up the strapon, putting it on like a seasoned pro. Seeing it in that manner, one able to find my marehood made me nervous again. Being nervous was getting to be a drag, but regardless, my legs tightened up and my tail covered my sensitive areas. Lily groaned briefly.

“Come on, Rose. I promise I’ll be really careful.”

“Careful? Does it hurt?” Lily once again tossed herself onto my belly. While her head landed on my chest, I could feel several inches of the penis on my belly, warm and slightly wet.

“I won’t lie. It’s going to hurt a little when I pop your cherry.” I shrank away. “But it won’t be that bad. I promise. Daisy and I both lost ours and we kept at it.”

“What’s it like?” I asked carefully. Lily thought for a second. Her face was right next to mine if I looked down.

“Just a quick pressure on your inside. Nothing too bad.” I bit my lip. Lily always said never to be nervous and that I could trust her. Obviously it mustn't be that bad if pretty much every mare did it. Before I knew it I was groaning a little bit.

“Okay... let’s do it. What do I do?” Lily nuzzled me in glee. She pulled back, hooves on the bed at the side of my flank, dick bouncing in the air. She looked me up and down.

“Move yourself a little closer to the edge of the bed,” she commanded. I did what she said, wiggling my hips so I could get closer to the edge. Lily was practically salivating, watching my flank wiggle. “Open your legs a bit.” I moved them a bit further apart, so it looked like Lily could fit herself between, and I let my tail fall. Lily licked her lips. Her enthusiasm was starting to turn me on. I wasn’t sure I liked being looked at like this, but it was incredible knowing how turned on Lily was, I had felt it minutes before. Lily moved herself onto me, placing her hoof to the side of my belly. Over my rising stomach I could see her strapon waiting. One of Lily’s hooves pushed at me chin, turning my head to face hers.

“Just look at me if you’re getting nervous, Rosie. I’m going to get going, you know?” There wasn’t much warning when I felt the tip of it brush against my marehood. It seemed like its head was bigger than all of me!

“I don’t think it’s going to fit,” I said quickly. She rolled her eyes playfully.

“It fit in me.”

“Well...” I struggled for words. Lily lips found their way to mine, locking me in a kiss.

“Are you saying I have a big pussy?” she asked as she backed her head off. Lily maneuvered her hips again. The head of her dick was now directly in front of my entrance. I felt my body doing what was natural, and Lily must have too. “Just keep looking at me, honey.” With another push, the head was forcing itself inside of me, and I was giving way. My jaw popped open when the head fit itself within me. She was only an inch in at the most but I could swear I saw fireworks behind Lily.

It was warmer than I imagined, and even bigger than it had been. I was stretching to accommodate all of it. Lily waited just a moment before she started to ease it in again. Painfully slowly it went deeper. Pushing my insides apart to make room for its girth. It felt good, great even, but not as good as Lily’s tongue. The thought of myself comparing sex acts made me giggle a little.

“You’re so weird,” Lily commented, “No other mare giggles during sex.” That just had me giggle again. But that didn’t last long, a few more moments of pushing and Lily stopped. We both felt that there was something blocking her way in. “This is it, Rose. Another push and you’re a verified sexual deviant like me.” She took another moment before asking, “Are you ready?” I nodded slowly. Lily took a deep breath before she resumed her thrusting.

Lily had been right, it hadn’t hurt that much. It was like a quick pinch beneath my stomach, and then all I could feel was the delightful feeling of having Lily’s fake dick in me. I glanced away from Lily, taking in a quick peek of how far in she was. She wasn’t even halfway in! I put my head back down. If I had to pick one word besides happy to describe right now, it would have been full. How much more could my ‘pussy’ fit?

It seemed like Lily was determined to find out. With me being seemingly no longer a virgin, she kept thrusting into me, one long movement home. It was pure bliss being filled up in such a manner. Eventually I felt her rubbery, fleshy balls bounce against my ass. The tip of her firmly inside of me. It was hard to take a deep breath, feeling like this. The room was becoming increasingly hot.

“Wow,” Lily said happily, “It’s a perfect fit!”

“N-now what?” I gasped between breathes. Lily swept me in another kiss.

“Now, my dear, I’m going to do what stallions do best.” She kept kissing me as she pulled out just as achingly slow. It felt just as good going out as it had going in. But there was an itch it wasn’t scratching. I reached down with my hoof and started to massage my own clit as her dick slipped out with a small pop. “Now isn’t that cute?” she asked.

“W-what.” I could barely concentrate on talking. All there was of me focused on the sensations echoing from my now dripping marehood. My clit was begging for attention and my touching only did so much.

“Why do you want to cum so quickly? Don’t you want to last longer?” I couldn’t answer. All I wanted was the sweet release Lily had shown me not so long ago. She didn’t look as enthused as I was about my own clit. “I suppose I can make you go a few times at least.” That struck me.

“More than once?” I’d never had more than one orgasm in a day. Lily chuckled.

“Mares have it lucky, Rosie. We can cum as many times as we want.” That made me feel better, and I went back to focusing on my own self. Lily repositioned the strapon at my entrance, and thrust hard.

She went head to hilt in one quick push. I nearly leapt out of my own skin. The strapon was wonderful in its own way! My orgasm was coming quickly, and I knew I was on edge. My mouth was open in ecstasy and subconsciously I was moaning.

“That’s the sound I love,” Lily muttered as she started working herself in and out of me. I had only a vague idea of what Lily was feeling, and it hadn’t felt this good. Under my hoof my marehood was red and throbbing with heat and moisture.

My hips locked in place, my bubble bursting in a flood of bliss. I let my body fall into it, like Lily always said to do. She also hadn’t stopped thrusting while I came, prolonging it for what seemed like an eternity. I could feel myself gushing out around the thick shaft, hot cum running onto the bed sheets and dripping down Lily’s legs. Lily started shaking too, but she seemed to brush it off and kept humping into me.

With how wet I was, I could hardly the roughness of the skin, but I could feel the simple pleasure of being spread wide by that magnificent shaft, and it wouldn’t be complete without my own hoof.

“Rose,” Lily muttered, “You know how I talked about multiple orgasms?” I only grunted in acknowledgement. “Well I’m about to cum, and guys can’t do twice.” This was way early for Lily to cum, but the strapon probably did that to a pony. From within, I felt her shake and shiver, and a brand new thing was happening to me. The strapon was spewing stallion cum deep into me. Lily rushed to take the dick out, tip now flared and rubbing me in an all new way as she took it out.

It came out with a stream of goo following it, but the dick wasn’t empty, and just before she was done it shot one final load right back into my gaping marehood. I laid back on the bed, feeling hot, sweaty, and tired. Lily flopped down next to me, not even bothering to try and clean up.

“You want to take a shower now?” She asked. “I’ve got some more stuff to show you.”

Author's Note

I'm super happy with this chapter in terms of sexual content. That was some real nice stuff.

But I feel like it was a little less Roselike than I like to have. will work on that.