Swallowing Caramel

by Come Hither

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Fluttershy, Sex, Caramel, Pinkie Pie
Length: 4444

Fluttershy, Pinkie Pie, and Caramel have a threesome. Graphic erotic clop.

It's flesh-session Tuesday, and Pinkie Pie is more than happy to give Fluttershy her weekly fix. This time, however, Pinkie wants to bring a stallion into the mix. Will Fluttershy go for it?

The answer is yes, and they'll all have sex, because it's really just that easy.

Graphic Pinkie Pie x Fluttershy x Caramel clop-fic.

Published 2012-04-12 08:44:02 UTC
Last updated 2012-04-12 08:44:02 UTC

Swallowing Caramel

Music.

The particular song playing was one of Pinkie Pie's favorites: soft drum-line; quick, catchy melody; ethereal, spacey overall tune. Good song for a party. The lyrics were about love, or sex, or both — they were ambiguous enough that she could think of them any way she liked. Pinkie Pie pondered the breathy vocals of the female lead for a moment. Sex, tonight. Definitely sex.

Dancing.

The main floor space of Sugar Cube Corner had been converted into a dance floor, one that Pinkie Pie dove into with uninhibited gusto. She spun, struck a pose, then bumped flanks with another pony before continuing to step, bounce, and slide her way across the floor. In Pinkie's eyes, a day without dancing was a day lost.

Snacks.

Being both a bakery and the site of her celebration, Sugar Cube Corner was certainly well-stocked when it came to treats. Pinkie Pie moon-walked over to the snack table then did the ghost, knocking a cupcake into the air with a foreleg. She opened wide and caught it in her mouth, and the deliciously whipped frosting coated her tongue as she crushed the cake with the roof of her mouth.

Friends.

Fluttershy stood alone just off the dance floor, seemingly content with her own lack of participation. Pinkie Pie bounced over to her location, and Fluttershy squeaked as she was pulled onto the dance floor. Fluttershy smiled at her shyly and began to dance, a slow, graceful order of steps. Pinkie Pie flailed around wildly, occasionally busting a move that would make a professional dancer envious.

"Now this is a party!" Pinkie Pie cried.

"You did a wonderful job, Pinkie Pie, but, um... what is this a party for, exactly?"

"It's Moon Pie's birthday!"

"Oh!" Fluttershy said. "I didn't bring a gift. Oh, dear..."

"Don't worry," Pinkie Pie said. "Moon Pie moved to Trottingham two years ago. I haven't seen her since."

"Oh."

"So I was thinking," Pinkie Pie said as she did a backflip, then transitioned into the routine of I'm a little teapot.

"About what?" Fluttershy asked tentatively.

Pinkie Pie bumped Fluttershy's flank with her own. "You know," she said.

Fluttershy began to blush. "Um, I..."

"The horizontal tango?" Pinkie Pie said. "The two-backed beast? The feather-bed jig?"

"I don't know, Pinkie."

"But it's flesh-session Tuesday," Pinkie said, confused. "We always unwind on flesh-session Tuesday."

Fluttershy looked down. "Well, you seem pretty busy with the party and everything and I'd hate to take any of your attention."

Pinkie Pie sighed. "We do this every week," she complained.

"I know, but this week you have a party going on so —"

"Not that, silly, this. You say you don't want to take me to bed and then I say why and then you say you don't want to be a burden and then I say you aren't a chore at all and that making you happy makes me happy because I like making other ponies happy, especially my best friends! And then I ask you if I really am making you happy because I'd hate to find out I was just pushing you into doing something you really don't want want to do because you know you can be such a pushover—"

Fluttershy shoved a hoof in Pinkie's mouth. "I want it, Pinkie Pie."

Pinkie Pie grinned as Fluttershy pulled her hoof away. "Good," she said cheerfully. "You always say that."

"I do, don't I?"

"Soooo," said Pinkie Pie, eager to bring the conversation back around to her great idea. "I was thinking..."

"Oh dear."

"We should find a stallion."

"Oh, dear."

"Come on, Flutts! How long has it been since you had a stallion?"

"Shhh!" Fluttershy said urgently. "Some pony might hear you."

Pinkie Pie started to do the pony pokey, then stopped midway to do the robot instead. She followed it up with a cartwheel. "Nopony can hear us, Fluttershy. The music is too loud. So how long?"

Fluttershy looked down. "Sunday," she said simply.

"See! You haven't — woah woah woah! Sunday?! That's like — " Pinkie Pie began to count backwards using her hooves. "Three days!" she cried whilst standing on one leg. "That's only three days!"

Fluttershy rubbed the back of her neck with a hoof. "I, was, uh... I was wearing the collar."

"Ohhhhh," Pinkie Pie said. "Well that doesn't count, silly filly! We gotta get you a hot giggle-stick."

"But I don't really want a —"

"— I sure do! I haven't been battered in weeks!"

"Well maybe you could just —"

"Ohhh no!" Pinkie Pie said. "I'm doing this with you, Fluttershy." She reached out and took Fluttershy's forelegs in her own, then tapped into her repertoire of ballroom dance and began to spin the pegasus around. "Just say the word, Fluttershy," she said softly, "and we can just do it alone like we always do."

"I..." Fluttershy bit her lip. "Okay," she said firmly.

Pinkie Pie kissed her. It wasn't anything particularly sensual — that would come later. Rather, it was a light, quick peck delivered as Pinkie Pie swept Fluttershy in a circle. It was over before Fluttershy had time to react, and if any pony dancing saw them, they gave no indication.

"Thanks," Pinkie Pie said breathily. "I'll make it worth your while."

* * *

"So," Pinkie Pie said as they surveyed the crowd, "Any stand out?" They were standing by the snack table, and Pinkie Pie absentmindedly reached out for some sweets. She ended up grabbing a squeeze bottle of chocolate topping from beside the ice cream, and she began to drizzle it into her mouth.

Fluttershy stared at her for a long while. "Want some?" Pinkie Pie asked, holding the bottle over Fluttershy's head as if to squeeze some into her mouth. She was well aware of the fact that talking mid-stream had caused some to drip down to her chin.

"Uh... maybe later," Fluttershy said breathlessly. She turned back to the crowd. "I don't know any of these stallions."

Pinkie Pie grinned and pushed the chocolate on her face back up into her mouth. "I know all of them," she said. "What would you like?"

Fluttershy shifted a little. "Somepony who's... nice."

"Right," Pinkie Pie said as she scanned the party goers. "Somepony who isn't domineering. Somepony who is gentle and will listen. Somepony..." Pinkie Pie began to mentally x off stallions as they came into view. "Somepony friendly, but not too loud. Oooh, somepony sweet. And gooey."

"Um, Gooey?"

"Fluttershy," Pinkie Pie said as her eyes found their target. "We're going to treat ourselves to some sweet, sweet Caramel."

* * *

"Hey Caramel," Pinkie Pie said as she rubbed up against the pony in question.

Caramel gave her a sweet smile. "Oh," he said. "Hey Pinkie. Great Party."

"Busy?" she asked.

Caramel looked around. "Not really, no. Do you need something?"

"Yep! Remember like, two months ago when we totally had sex?"

Caramel's mouth fell open, and he glanced around. "Um, I, uh... Y-yeah," he finally stammered. "Yeah, I guess I do."

Pinkie Pie grabbed his forelegs and began to lead him across the floor in a courtly dance as she spoke. "Weeell..." she said. "How would you like to ride the tricycle?"

"Sorry, what?" Caramel asked.

"You know." Pinkie Pie winked and wiggled her eyebrows. "A ménage à trois? A divinity trinity? The triumvirate of, uhhh... ponies having sex?"

"Ohhh," Caramel said, nodding. "A threesome."

"Yeah!" Pinkie Pie said. "With my friend Fluttershy. She's the yellow pegasus over by the snack table."

"Oh," Caramel said. He looked over to the snack table. "Oh!" His eyes widened. "That friend."

"Yep. You'd get to do a ex-supermodel and ride the tricycle in one night." She leaned in and let her voice take on a sultry tone. "And you know I'm a good lay."

"I-I, uh, yes. Definitely yes."

"Great!" Pinkie Pie said. "Go brag to your friends then meet us upstairs in ten! You'll know which room is mine."

* * *

Fluttershy was waiting for Pinkie Pie upstairs.

Pinkie Pie pushed her way through the vivid pink door to find the pink-maned pegasus sitting atop her pink bedspread. Fluttershy flashed her a timid smile as she entered, like always. She moved to make space as Pinkie Pie crawled onto the bed and sat on her haunches. They looked at each other from across a space of barely a foot.

"Hey," Fluttershy said softly.

"Hey," Pinkie Pie said. She reached into her mane and produced the bottle of chocolate syrup. "It's later."

Fluttershy smiled again, then tilted her head back. She closed her eyes and opened her mouth, stretching out her tongue. Pinkie Pie held the bottle over far over her mouth and lightly drizzled a tiny stream of syrup out of the end. It coiled onto the end of Fluttershy's tongue, then ran down the length of it and into her mouth.

Tentatively, Pinkie Pie leaned forward and interrupted the stream of chocolate with her own tongue. She stoppered the bottle, then discarded it and turned downward to face Fluttershy, tongue still extended. A thin string of syrup ran off of her tongue and onto Fluttershy's, and it grew shorter and shorter as Pinkie Pie slowly closed the distance between them.

When their tongues connected in open air, Pinkie Pie had already closed her eyes. Fluttershy's breath skipped a little as Pinkie Pie lightly licked the chocolate off of her tongue, then slid forward to lock their lips together.

Fluttershy was an extremely slow kisser. There was no urgency or aggression in the way she worked her mouth, but she was not timid or prudish. Rather her tongue and Pinkie Pie's tangled together, gently caressing rather than pushing against one another within a mixture of warm chocolate syrup and saliva.

Pinkie Pie slid closer to Fluttershy on the bed and they wrapped their forelegs around one another. With a light tug, Fluttershy pulled her closer, and their coats meshed together. They began to slowly rub their bodies against one another, and Pinkie Pie reveled in the feel of her own flesh against Fluttershy's.

Fluttershy pulled her mouth away from Pinkie's and began to plant a line of breathy kisses up the side of her face. "Pinkie Pie," she whispered. "Do you want me to go down on you?"

A wave of heat spread through Pinkie Pie's body, and it was all she could do to not scream "yes!" and fall back to present herself to Fluttershy right there. She was not exactly a pony for restraint. Still, starting any real fun before Caramel arrived would be rude.

"Not yet," she squeaked. "We have to wait for Caramel."

"Oh," Fluttershy said. Her warm breath made Pinkie Pie's ear tingle. "Sorry."

Pinkie Pie moved down to kiss Fluttershy on the neck. "Don't be sorry, you silly filly," she murmured. She caught sight of the pegasus's wings over her shoulder— they fanned out behind Fluttershy, fully erect. Pinkie Pie was tempted to give them a nibble, but that would also have to wait.

Fluttershy had started to suck on the tip of Pinkie Pie' ear, and Pinkie gave an appreciative groan as she began to tenderly kiss along her throat and the underside of her muzzle. Pinkie Pie started to sweat. as Fluttershy ran her hooves lightly across her back.

A knock sounded at the door. "Pinkie Pie?" Caramel's muffled voice asked.

"Ready?" Pinkie Pie said softly.

Fluttershy tensed up in Pinkie's hooves. "I, uh... maybe we should — Oooaahh!"

All it took was a light shove to put Fluttershy on her back. Pinkie Pie quickly thrust a hoof between her legs as she leaned down and ran her tongue along the mare's belly. "Ready, Fluttershy?" she asked again as she stroked a hoof across her friend's sex.

"Yes," she exhaled.

Pinkie Pie rolled over to face the door. "Come hither," she said in her most sultry voice. The words felt strangely appropriate.

Caramel entered to the sight of Pinkie Pie with her head propped up on her hooves. Next to her was Fluttershy, lying belly-down with her face forward. Pinkie Pie didn't try too hard to look sexy. Caramel had just walked in on an ex-supermodel and a promiscuous hussie intent on taking him to bed; they really shouldn't have to try.

Caramel did not need to be told twice. He crossed the room in a few easy strides and climbed atop Pinkie Pie's bed. Pinkie Pie threw her hooves around him and pulled him close. "Fluttershy," she said. "This is Caramel. Caramel, this is Fluttershy."

"Hi," Fluttershy said in what was barely a whisper.

"Hello," Caramel said back with a sweet smile.

"See!" Pinkie Pie said. "You're both shy. It's perfect!" Pinkie Pie wasn't foolish enough to expect them to make like bunnies with each other right away; no, she would need to take them both on at first. Her mind inadvertently went to the wetness between her legs. Pinkie Pie was fine with that.

She licked Caramel's face, then pulled him into a full-blown kiss. Caramel was a bit more aggressive with his tongue than Fluttershy, pushing past her teeth and wrestling her own tongue playfully. Pinkie Pie gave an emphatic, appreciative groan, just to help him speed things along, then shifted back on the bed so that he was atop her.

Fluttershy started to suck on her ear again, and Pinkie Pie reached out with a foreleg and fumbled around until she found one of Fluttershy's hind legs. Still locking lips with Caramel, she followed Fluttershy's leg up to her groin. As Pinkie Pie began to lightly stroke Fluttershy's love, the other mare squeaked and bit down on her ear for only a moment.

She felt Caramel's stallionhood pressing against her thigh, and shifted to allow him to rub it against the surface of her sex. Pinkie Pie moaned into his mouth, and he reached down with a hoof to guide it inside her.

"Wait," Pinkie Pie gasped, breaking their kiss. Caramel drew back almost immediately. He was such a gentlecolt.

Pinkie Pie wiggled and shifted under him, flipping herself onto her belly. She thrust her flank into the air and lifted her tail. "Like this, please!"

"You'll never change, Pinkie." Caramel hastened to follow orders, and Pinkie Pie felt him wrap her tail around a foreleg as he mounted her.

Penetration came upon her the way it always did. One moment she was warm, wet, and wanting, and the next moment nothing existed but Caramel's rock solid shaft, pressing against her inner walls, drenched in her juices, stretching her—

"—Aaaahhh!" Pinkie Pie screamed. Good thing her room was magically soundproofed, because she had a lot more where that came from. "Screw me like you're dreaming!" Caramel complied, driving himself into her with gusto. Every one of his thrusts was accompanied by one of Pinkie Pie's high-pitched squeals.

There was a reason Pinkie Pie wanted him to take her on her belly and not her back. She looked up at Fluttershy and flashed her a devious grin, then cocked her head to one side, questioning. Fluttershy bit her lower lip as beads of sweat ran down her forehead, then nodded vigorously.

Pinkie Pie grabbed Fluttershy by the hips, and they both worked to re-position her so that her hind legs spread to the side of Pinkie's face. Pinkie Pie looked down at her glistening folds, inches away from her face, then up at Fluttershy, who stroked her cheek with a hoof.

She lowered her muzzle and dove into Fluttershy's sex tongue-first, and Fluttershy groaned as her back arched. Fluttershy tasted like spring water and honeysuckles mixed with sex, and Pinkie Pie devoured her with enthusiasm. It helped that Caramel was plowing her like she was his toy.

Her eyes rolled into the back of her head, and she squeezed them shut as she moaned against into Fluttershy's tender pussy. Caramel was certainly making it difficult to focus, and the gentle, pressing motion of Fluttershy's hips accompanied by her soft cries of pleasure weren't helping either. Pinkie Pie felt an orgasm coming on.

That was okay, she thought as she leaned into Caramel's thrusting. Orgasms were like dessert, and Pinkie Pie's couldn't come quickly enough.

Pinkie Pie felt Caramel pull himself closer until he was breathing in her ear. The pace of his hips changed, and Pinkie Pie shuddered as he thrust himself into her with deliberate slowness, drawing himself all the way out of her before pushing himself back in to the hilt. "You know Pinkie Pie," he said through labored pants. "I love the way your thighs start to quiver when you're about to come."

His thrust was accompanied by a wave of heat and pleasure. "And I love the way your tail tightens around my foreleg. And I love how when I do this..." He bit down on her ear, then drew the tip through his teeth.

"Ammph!" Pinkie groaned into Fluttershy once again.

"—You always make that sound," Caramel finished. Fluttershy's hips were rolling against her face, and Pinkie Pie felt a hoof press down on the top of her head as Fluttershy let out a deep groan. She wedged her shut even more tightly as Caramel thrust his way into her again.

"But I hate how hard you make it for me to keep from blowing my load too early," Caramel said. "So I think we ought to take things slowly while we wait for your friend to finish. I'd hate to interrupt you." Pinkie Pie marveled at how polite Caramel was being as his stallionhood throbbed inside her. He was such a gentlecolt.

Still, an orgasm for Fluttershy meant an orgasm for everypony, and from the way the mare was forgetting to turn down the volume, she was close. Pinkie Pie used her lips to push back the folds guarding her tender nub and sucked it into her mouth.

"Ah!" Fluttershy cried in a high pitch. Apparently Pinkie Pie had surprised her. She didn't slow down or soften the force of her tongue, intent on pushing Fluttershy over the edge as quickly as possible.

It didn't take long. Fluttershy dug her hooves into the sheets beneath her as she began to scream with every panting exhale. She ground her sex into Pinkie Pie's face, and Pinkie Pie let the flowing juices run down her muzzle and neck. She couldn't breathe with her nostrils pressed against Fluttershy's belly, but she didn't mind. Anything to make her friends happy.

Eventually, Fluttershy collapsed limply onto the bed with a satisfied sigh. Pinkie Pie slowly raised her muzzle out of the mare's love, and juices drizzled off her face and onto Fluttershy's belly. Fluttershy flashed her a warm smile. Pinkie Pie returned it.

"Make her come," Fluttershy said to Caramel. She locked eyes with Pinkie Pie once again. "Make her scream."

Sweat had caused several locks of Pinkie Pie's normally poofy mane to plaster against her face, and her mouth was filled with Fluttershy's overwhelming taste. She could feel Caramel panting in her ear, and more importantly, feel him pressing against her inner walls as he slid in and out of her. He'd taken it slowly, keeping her on the brink, and now she wanted it so bad it was like an ache inside her.

And then he started plowing her like she was his shameless little whore. Deep, penetrating thrusts as fast as he could manage. Pinkie Pie could hear the sound of their flesh slapping together, could feel the sweat gathering between her back and his belly as he leaned over her. Her heartbeat sounded in her ears, and the edges of her vision blurred as he beat away inside her. She was going to come, she was going to come so hard...

"Aaaahhhh!" Pinkie Pie screamed as she threw her head back. "Aoohhhhhhhhhhhhhh! Aohhh—mmph!"

Her voice was muffled as Fluttershy locked lips with her and aggressively thrust her tongue into Pinkie's mouth. Pinkie Pie responded with her own tongue, her eyes half-lidded as pleasure overtook her body in waves. She heard Caramel begin to groan as her orgasm finally subsided.

Immediately, Pinkie Pie broke away from Fluttershy's mouth. "Come in my mane," she begged him. "Come on my face! I want the whole Caramel experience!"

"Yes!" Fluttershy said. Pinkie Pie was glad she was coming out of her shell.

Caramel pulled out, and Pinkie Pie flipped onto her back. He brought his throbbing stallionhood, still slick with her own juices, to rest in front of her face, and Pinkie Pie eagerly closed her eyes and opened her mouth.

The first spurt landed on her forehead, then strung over her closed eye, down her muzzle, across her tongue, and finally streamed down her chin. Pinkie Pie let out an excited exhale as it touched her tongue. It didn't taste like caramel. More like caramel-flavored semen. She felt it land against her face, in her mane, on her throat. When he was done, both Pinkie and Caramel collapsed back onto the bed.

Immediately, Pink felt the rough, wet surface of Fluttershy's tongue drag itself across her eyelid and down her face. Pinkie Pie shuddered as Fluttershy reached her mouth and pulled her into a soft kiss that was laden with Caramel's come. Eventually, Fluttershy broke away, letting a thin string of fluid to break between their tongues. She continued to clean Pinkie Pie's face, and Pinkie shuddered. The ends of her legs were still tingling.

"I hear," Fluttershy said. Her voice had become lower, more urgent. "That strong earth ponies have an unusual amount of stamina. It's a good thing too, because we aren't finished yet." Pinkie Pie's ears pricked. She loved it when Fluttershy expressed her dominant side.

Caramel grinned. "I would be more than happy to oblige you, miss Fluttershy."

"Good," Fluttershy said. She grabbed him by the front and tossed him onto his back. "Because I need to be obliged." Pinkie Pie watched as Fluttershy straddled him, slowly guiding his stallionhood into herself. Fluttershy groaned, her eyes half-lidded as she placed a foreleg on Caramel's chest and then leaned toward him, rolling her hips against his. "Mmmmm," she groaned, letting her head fall back.

Pinkie Pie's eyes traced the curve of Fluttershy's arched back. The mare's wispy mane fell behind her, and lips were barely parted as she moaned. Her thrusts were slow and powerful, and while Caramel was moving in time with her, there could be no doubt that Fluttershy was in control. A burning need overtook Pinkie as she watched them.

Caramel gasped as Fluttershy bore down on him. "What are you waiting for, Pinkie Pie? Get over here."

Pinkie Pie scooted up beside him and began to give him kisses. Caramel smiled against her mouth. "Don't want to kiss your face," he said. He was such a gentlecolt.

Pinkie Pie sat over him on her hind legs, presenting herself. Caramel grabbed her around the waist with his forelegs, gently guiding her downward. His tongue slid along the length of her marehood as soon as she was properly positioned. "Mmph," Pinkie panted as Caramel's tongue explored all her tenderest places.

Fluttershy's head rolled forward, and her eyes shot open, as though she were noticing Pinkie Pie for the first time. As she ground herself against Caramel, she gave Pinkie Pie an intense stare. Drool gathered at the corner of her open mouth and trickled down her chin. In Pinkie Pie's eyes, it was a terrible waste of spit.

She leaned forward, slowly so as not to interrupt Caramel's work. Fluttershy leaned forward as well, and they met halfway. Pinkie slowly drew her tongue up to the corner of Fluttershy's muzzle, lapping up Fluttershy's cool spittle before eagerly plunging her tongue into her mouth. Fluttershy, like always, took things slowly, and their tongues tangled together in a gradual dance.

Pinkie's eyes rolled into the back of her head as she brought a foreleg up to wrap around Fluttershy's head. She felt Caramel's tongue working against her clit furiously, and realized that her next orgasm was not far off.

She felt Fluttershy trembling under her foreleg as their tongues and lips slid over one another without regard for which was which. She tasted Fluttershy's need, and pulled the mare closer as her body tightened. She smelled sweat, spit, and semen, and felt Caramel writhing beneath them through her aching hind legs. A high pitched, slightly muffled moan reached her ears, and she realized that the sound was her own voice. She was coming for a second time.

As her body was once again wracked with pleasure, Fluttershy brought a foreleg up and held the back of Pinkie Pie's head with a hoof. She began to lightly suck on Pinkie Pie's tongue, and Pinkie was once again left to moan into Fluttershy's mouth. To his credit, Caramel did not slow down despite her shaking. He locked his lips around her nub and pulled it against his tongue. Between the two of them, Pinkie trembled as she tried to contain herself.

When it subsided, she pulled herself onto Caramel's chest and wrapped her forelegs tightly around Fluttershy. She broke away from their case. "Thanks, Caramel!" she called back. His response was a groan. "Hmm," Pinkie Pie whispered into Fluttershy's ear. "I think he's close."

Fluttershy's response was to take Pinkie Pie's own ear into her mouth and gently bite down on it. She let out a tight little moan. "You too, huh?" Pinkie Pie asked.

"Aaahhhhh!" Fluttershy screamed as she released Pinkie Pie's ear and threw her head back. Beneath her, Caramel's back arched. Pinkie Pie pressed her forehead against Fluttershy's and rode every one of her convulsions with her. She felt Fluttershy's hot breath on her face and trembled.

Eventually, both Fluttershy and Caramel stopped. Fluttershy pulled herself off of the stallion, fluids drizzled out of her marehood and onto Caramel. Pinkie Pie fell back to lay beside him on the bed, and Fluttershy followed suit, nuzzling his neck.

"Mmmmmm," Fluttershy said. "I'm glad you talked me into this, Pinkie Pie."

Caramel sighed. "I'm glad you talked her into this, Pinkie Pie."

"Mhmm," Pinkie said, nodding. "Making my friends happy is what makes me happy. And what better way to make a pony happy than sex?"

* * *

Author's note: This is my second story, and I invite comparison between it and the first as well as any regular feedback. I'd love to hear what you like in stories like this*, so that I might better serve you in the future.

*By "stories like this" I mean pony porn. Just clarifying.