A Lesson in Humility

by Ponysopher

Rating: mature
Tags: Sex, My Little Pony: Friendship is Magic, Romance, Trixie, Octavia
Length: 13003

With her roommate away, the beautiful and strong willed Octavia is out to find someone to submit to her, and she finds a certain someone in need of her services.

With her roommate away, the beautiful and strong willed Octavia is out to find someone to submit to her, and she finds a certain someone in need of her services.

Edited by The Abyss

Published 2014-01-06 23:00:04 UTC
Last updated 2014-01-06 23:00:04 UTC

A Lesson in Humility

The gray mare lifted the glass in both of her hooves carefully and let a sip of its contents slip quickly down. She smiled as the pleasant burn graced her throat and set down the glass of dark liquid, which had the word “Whesskey” emblazoned upon it in stylized letters. She laid her head back in her soft chair as the sound of the cellos wafted over her ears. The music was from Marezart, a piece meant for the oboe, but improvised for the cello. And inside these walls, it was perfect theme music.

Her choice of scenery for tonight was the Charming Cello, a tavern of sorts situated in the noble district of Manehatten. Unlike most pubs in the city, this was hardly the place for the rough and tough, blue-collar stallion to spend the night reveling noisily with his drinking pals and getting into bar fights. Named in fact for her own performance at the place one night that had captured the hearts of all the gentlecolts therein, the Charming Cello was a nice place for single business ponies to spend their nights in good company. And because it sat in such a well-to-do district, this particular mare usually could make her way home alone without fear of the dangers of the more boisterous areas in the lower city.

The mare opened her eyes, and the dim light of candles poured into them. She saw the neatly-dressed bartenders bringing drinks to patrons in a daze. She put her hoof up to her face and it felt warm. Moreover, a glance at her hoofheld mirror and the realization that she was blushing let her know that she was getting a little tipsy. Yet she didn’t mind too much. She was enjoying the noticeable though not overwhelming buzz from the Germane whisky with the knowledge that she was a responsible mare in a safe place.

She glanced around the room and saw a few stallions, obviously single, eyeing her from their seats. She didn’t blame them; for although she was not a vain pony, she knew that her long black tresses, carefully and meticulously hoof-brushed, matched perfectly with her soft mulberry eyes, and made her quite the attractive prize for the lonely colt feeling lucky. Yet those that were now eyeing her quickly looked back to sip their black beers when her gaze fell on them. It was clear to all the gentlecolts here that she was not in the mental state for courting now, so no one would make a move on her as a sign of respect. They may not have offered the same courtesy to other mares that they might take advantage of, but every colt knew the cutie mark that graced the soft curves of her flanks, the matching mulberry g-cleft. This was the beautiful and talented Octavia.

The earth pony was sitting across from the front door and had a nice view of the light snowfall outside. It was a nice cool weekend just before Heartswarming Eve and the pegasi had graced the city with just the appropriate weather. The whiskey also contributed to her contentedness, and even though the sun had set some time ago, Octavia felt fine sitting here for a while longer. Luna’s sweet night and world of dreams could fall over her like a royal blue blanket of deep sleep, right here if the princess so desired.

Yet something ahead caught her attention, something blue and silver that just barely contrasted with the snowy backdrop outside. There was a pony, covered only in light blue fur trudging up to the front door of the tavern. The gray mare sat up and tried to focus; it was uncommon for her to meet a new face, especially since this was a common gathering place for the upperclass. As the pony outside approached, Octavia identified her as a unicorn mare, and her face was stricken with either anger or frustration, a fact was easily seen by how she was not merely trudging but stomping through the snow. Oh dear, the earth pony could only think before the unicorn reached the door.

The blue pony’s horn lit up with a light magenta color that didn’t seem to match the anger in her visage and the door opened noisily as she thrust it open. Only when she was inside could Octavia see that the mare was shivering frantically. Her hooves made a loud beat against the wooden floor as they pounded up to the bar to her right. And after the unicorn yanked out a stool and flopped onto it, she gave a loud groan of frustration. “Bartender!” she shouted rather loud for the quiet place. The stallion she addressed looked at her with a slightly shocked expression, clearly tempered as much as he could muster to maintain a professional impression. “The Great and Humble Trixie is in need of an extra stiff boilermaker.”

The stallion at the bar quickly answered, “Of course, ma’am,” but Octavia frowned. Everything about this mare screamed that she didn’t belong here. Her accent was clearly unrefined and country-like, and that particular drink she ordered was neither appropriate for her sex nor even the proper name for it in this region. Also, that she was walking in on such a cold night without any clothing meant that she was probably lower class. Furthermore, the fact that she had the guts to come in with this attitude told her that she was clearly a traveler, foreign to this city, whose inhabitants, however rambunctious, were well versed on where they were most welcome and where they would do best to steer away from.

She turned a little to look behind her and glimpsed her friend Stark Bier looking concerned at the mare. Generally, the kind but firm earth stallion did his best to keep his establishment as cordial as possible and usually asked ne’er-do-wells, like this mare, to leave quietly. However, looking back at the pony in question, she could see that a kindhearted pony like him would have an issue with throwing her out. The mare was clearly angry, but beyond that, she was clearly on the verge of choking back tears. True, the unicorn was putting up an impressive façade, but anypony with a keen eye could mark a crier when they saw one. This Trixie, as she was referring to herself, was a crier. No true gentlefilly or gentlecolt would throw her out into the cold like this.

Still, the issue remained that she barely knew how to behave herself in these parts. Something should be done about her, and Octavia was fairly certain she knew what. Taking another look at the stallions around the room, she guessed that they too had a similar idea. She had been around the real nobles for a while, and for the ones who weren’t just in the business for the money, there was nothing more enticing to a stallion than a mare in distress. Trixie was not hard on the eyes either. If she could get a closer look at her, Octavia assumed she would be stunning. So to save the poor darling from a night of being harassed by stallions, she called in her Germane accent, “Excuse me, fraulein.”

Trixie looked around with a huff after a moment, realizing that she was being addressed. “What did you just call Trixie?” she asked angrily.

“Um,” she said raising a hoof to just below her mouth. “I’m sorry, miss. You seem a bit distraught. Would you like some company?” It was a common offer here. Most patrons were generally blatant and forthright at meeting and then clandestine when dealing.

“The Great and Humble Trixie requires nothing and wants to be alone!” she answered loudly. Everything about her though said something else to Octavia. Her title was a clear misnomer, and that drink suggested she either wanted to get very drunk quickly or that she was trying to make herself look more adult-like than she actually was. Again, she wasn’t sure, but the fact that such drink wasn’t for ladies made her assume the latter.

Octavia made a second advance anyway. “Forgive me for noticing, but that drink you have ordered is costly. I would be glad to pay your bill if you would join me.”

The proper response would be to simply decline the offer, but this mare said more loudly, “Trixie does not need your help!”

This outburst prompted Stark Bier to stand up and ask pleadingly, “Ma’am could you please keep your voice down?”

Even in her tipsy state, Octavia had the patience to hold up a hoof, and say, “Stark, it’s alright,” and then to the mare, “Miss, it is negative twenty degrees centigrade outside, and you don’t even have a warm saddle on. Would you please join me?”

Rather than yell again, Trixie merely turned her head and ignored the earth pony, sufficing to stare at her forehooves instead. Octavia sighed quietly. Everything about Trixie made her seem like an angry filly showing everyone that she was hurt but making the adults work to make her accept their solace. She was worse than Vinyl, her roommate, when the white mare was throwing one of her rather immature fits. This thought, however, for either her own nature or the pricey whiskey made her suddenly want to try the same tactic on this unicorn that she did with her roommate.

Vinyl, even when she was throwing a temper tantrum always calmed down when the earth pony suddenly planted an overly passionate kiss on her lips. Truth be told, Octavia was a calm, ambitious, and lady-like mare, but her closer friends and family knew that these good manners could easily give her a more dominant nature to make more unruly ponies like Vinyl behave just like a strong mother who trains her fillies. The difference was that Octavia could offer something that ponies like Trixie would have to be very good for, and that made her very, very enticing. Octavia found that as self-reliant as Vinyl was, she always was a good filly when her roommate got her in the mood.

Octavia wasn’t sure if she wanted to court this mare just yet, but if she wanted to try, she knew she shouldn’t wait to make a move. All she had to do for now, however, was to make Trixie an offer she couldn’t refuse. It had been a while since she’d played the game with a stranger; but then again, Trixie was on the brink of tears still, so that made them even.

“Well, alright then,” the earth mare said with a smile. “I guess you really aren’t humble then.”

That got the unicorn’s attention. “What? Trixie is too humble.”

“Not if you can’t even let a mare buy you a drink,” Octavia said lying back.

The bartender placed a large beer glass and a larger than normal shot glass in front of her. Hearing Octavia’s comeback, she looked from the drink, to the earth pony smiling contentedly. Finally, the blue mare huffed and dropped the shot glass into the larger one. Then, levitating it, she hopped off of her stool. She immediately made her way over to the chair opposite the gray mare and sat in front of her. “Trixie accepts your kind offer,” she said, dropping the drink onto the table.

“Octavia, fraulein,” the earth pony told her.

“What?” the mare said, raising an eyebrow.

“My name is Octavia,” she said again.

The unicorn frowned but answered with a haughty tone, “Trixie is pleased to meet you, Octavia.” The two fell silent for a moment while Trixie drank. The unicorn drank quite fast and took down a fourth of it in no time. Octavia giggled inside; she was a lightweight, so it would likely hit her hard, though not too hard she hoped.

It was finally at this point, under the light of her table from the overhead lamp, that the cellist got a look at the fine new mare. Trixie’s coat was not merely blue but a brilliant azure. Her mane and tail looked unbrushed, but they both carried lovely contrasting shades of cornflower blue. Her pretty little watery eyes in contrast were colored a dark violet. Octavia imagined running a brush over her pure coat and then smoothing out the knots in her hair. The pony was just adorable to say the least. Again, it might have been the whiskey, but she giggled when she imagined that she was a lot like Vinyl; only this one had a little more fire in her eyes.

But she removed her thoughts from appearance for a second and looked at this mare more as a person. “So what brings you to the high district of Manehatten, Trixie?” She knew that this question would undoubtedly answer all her others.

The azure mare huffed again. “Well, if you must know, Trixie has been trying her best to be humble and apologetic ever since she left Ponyville a few months ago. All she wants to do is impress and marvel just a few ponies in Equestria with her amazing feats of magic, but everywhere she goes, everypony always shuns her. All of them say she’s evil and a fraud. So she’s been going from town to town trying to find somewhere to do her magic shows, but nopony wants to see me.”

Finally in her last word, she used the first person, and with that, she was now visibly holding back tears, clearly emotionally affected deeply by this continuous rejection. Not wanting her to make a scene, Octavia tried to give her some encouragement. “But everypony hits a hard spot in life every now and then. Where are your friends? Do you have family that can get you back on your hooves?”

“No, Trixie’s grandfather died in Canterlot a long time ago. He was the last person who cared about me. Now I don’t even have the wagon that he gave me.” She paused to take another large gulp of her drink.

Octavia sat back and sighed. “I’m sure you’re a very talented mare, Trixie, but are you willing to ask for help when you need it? If you have no fall back plans, I wager you aren’t the social type.”

Trixie turned up her nose. “Hmph. Trixie can ask for help whenever she wants to, but she can’t just fraternize with everypony, or they would learn her secrets.”

“So can you ask me if you need a place to stay tonight?” Octavia asked casually.

“What?” Trixie asked surprised. “Why would you think I need a place to stay?”

“Fraulein,” she said again. “You don’t have clothes in this weather, and you don’t have a means to support yourself. You’re also speaking to the most accomplished cellist in Manehatten. If you want to be a showmare, as it sounds to me, stay at my house for a while.” And here we go, she thought.

The unicorn sputtered at this. “But Trixie already told you, she does not need your help.”

“This wouldn’t be my help Trixie. It’s a business proposition. Show me what you’ve got later, and if you’re any good, my contacts will start promoting your performances. That’s good for you, because you will get more attention, but it is also good for me because they will advertise on my behalf during your shows as well.” Octavia smiled.

“But that doesn’t have anything to do with needing a place to stay.”

“You said it yourself that you want to keep your trade secrets secret. Come, stay at my house for the night, and I promise they’ll be safer than the Elements of Harmony.”

The unicorn sat stunned for a moment, apparently unsure of whether or not she was being toyed with. As a matter of fact, Octavia did have every intention to be true to her word, but it was also true that she had something else in mind. Nonetheless, after another characteristic taste of beer and liquor, she said, “Trixie will consider your offer.”

Octavia nodded, and turned around to the stallion behind her. “Stark, would you please call a carriage for a friend and myself?”

“Of course, Ma’am,” the pony got up and went to a phone in the back.

“Well, you have until my ride arrives, Fraulein. As you will be in a few moments, I am in no ideal condition to walk home now. Also it’s cold and I expect it to be very warm inside the carriage.” The mare was no longer shivering, but Octavia guessed that this addition would seal the deal.

A few moments passed by while the small unicorn finished her masculine drink. It tickled Octavia to see her blink when it started to affect her. The tears in her eyes had vanished, and she now was a great deal less angry than before, though Octavia knew she would have to work that up again as they went back. Nonetheless, this temporary loss of intemperament allowed her to say, “Trixie will take it.”

In a short while the carriage arrived for them. They quickly trotted through the chilly weather, nearly jumping into the insulated car after Octavia waved to the stallion reigned to it and received the familiar gesture in return. Trixie went in first, shivering still and the gray mare shut the door behind her, climbing into the seat. The earth pony hurriedly took off her violet shawl and draped it over Trixie, who received it gratefully.

When they were settled, the car started moving, and they both sat back on the same side looking forward. In a second, Octavia said, “Without friends and connections, I imagine I would be lonely, Trixie. Do you ever get like that?”

“Trixie manages just fine,” the unicorn replied.

“I would imagine you would have stallions lining up for you at your magic shows.”

The mare blew a raspberry in disapproval. “Trixie hardly has time for such a thing. But when they do, they always turn out to be rude and disrespectful of Trixie.”

“But you’re a pretty mare,” Octavia crooned.

“Oh, Trixie knows, but nopony else seems to care,” she complained. “They’re always either stupid or incompetent and don’t like me for who I am. I mean, they never care about my magic after they meet me, or want to make themselves useful or even talk. All they want is to stare at Trixie like she’s some statue to look at all day. So Trixie thinks she’s had no use for stallions, or even an assistant; besides, they would only tie her down. I travel all around Equestria impressing ponies —but I’m always humble when I’m not doing a show— and I practice wonders, the likes of which they have never seen before."

The azure mare went on, slurring her words a little from the drink she had just consumed as Octavia watched. The gray mare was listening intently and understood her point. There was always that one stallion who just wanted a pretty face and never a relationship. Yet she smiled when Trixie kept going on in a rather haughty voice about all of her accomplishments around Equestria. She was a filly trying to prove herself as an adult, as Octavia saw it. Even though her magic was probably phenomenal, Trixie had to make sure everyone believed it.

The unicorn went on. “…and then when she happened to be passing through a small town in Germaney, Trixie saw she was needed when a wild pack of ferocious timber wolves threatened the town. Oh, they were fast and terrible, but Trixie used her magic, unafraid to defeat them and rescue the town.”

The unicorn was speaking heatedly at this point, quite full of herself, and not living up to her title at all. Octavia thought she probably just needed one more push then. “And I’ll bet they didn’t thank you too kindly, did they? All you want is for someone to thank and love you for the special mare that you are.”

“Oh, they most certainly did not thank Trixie,” she said, with her face turning red. “They told her that she destroyed public property and wanted her to leave. And I was so angry, that I…mmph!”

In the heat of the moment, Octavia had quickly placed a gentle hoof on Trixie’s chin and turned her face towards hers. And while the showmare was still carrying on, the earth pony locked her lips around Trixie’s. At first she could tell the unicorn was apparently only surprised by her verbal reaction. As was much expected, but the next few seconds would mean everything.

Octavia immediately pulled her companion into a hug before Trixie could react, and her hooves stroked the nape of her neck. The unicorn’s first response was quite predictable. As she was being suddenly kissed by an almost total stranger, she put her hooves against Octavia’s chest and started to push against her, trying to pry the mare off. However, her initial attempts were unsuccessful. The earth pony had the superior grip and held firmly to the unicorn.

There was the chance that this young mare was a homophobe, but it was small, and she decided to take a gamble. Octavia was not a predator, though, and she wasn’t about to take complete advantage of this pretty unicorn if she certainly didn’t accept her advances; however, she wasn’t about to let this little mare go without seeing what she was denying. As her hooves continued to trace circles along Trixie’s upper back, she slowly pressed into the kiss she was imposing. She confidently trusted that the softness of her lips would calm Trixie enough to awaken her passion but not enough just yet that she would stop fighting altogether.

To her delight, though there were many ways for a disapproving partner to break an affectionate kiss, Trixie maintained to simply push at Octavia’s chest. And though the power of her repelling force didn’t cease, she didn’t work harder either. She still made cute, high pitched squeals as the gray mare moved her lips, but they were easily comparable to the one’s Vinyl made when she was initially too fed up for Octavia’s kisses. The earth pony took this as a good sign; Trixie was still in a heated mood and was fed up with her situation, but she wasn’t specifically opposed to her companion.

Gingerly, Octavia offered her tongue, poking it slowly through her lips to find the matching wet muscle of her partner. It quickly found its mark, and lunged forward to take it down. This intrusion apparently surprised the unicorn equally well, as she first retreated, forcing Octavia to give chase. But when Trixie discovered the earth pony’s aim, to dominate her orifice, she pushed harder into the kiss, and her tongue lashed out against the invader.

The two tongues wrestled with each other inside Trixie’s mouth. In one moment, she pushed the writhing mass of hot, moist lovemaking into Octavia’s. But at this, the gray mare smiled. The showmare was clearly an inexperienced kisser. This temporary loss of ground was a ploy. Octavia drew the blue mare’s tongue inside to feel all around her mouth, to explore while she played with it, allowing her a taste of what she was missing. Trixie by naïve nature focused on her partner’s soft palate for too long, and completely left her open to attack. Octavia effortlessly pressed Trixie’s adventurous muscle back into its home, and twirled around it, making the blue pony shiver in pleasure. Yet in her moment of bliss, she let her guard drop and Octavia’s organ pressed down on hers. When it was subdued against Trixie’s will, she in turn forced it around the unicorn’s orifice as she willed, showing that she was in control.

Trixie didn’t take kindly to this at all. With an indignant moan, she fought back against Octavia to try to regain control, and swiveled to rub at the side with the intent to pleasure the earth pony into a trap just like she had been. But the experienced cellist skillfully endured the massage, and decided to make a deliberate redirection to new territory. The showmare was subdued already, which meant her tired mouth was fair game. She glided along the nooks between her gums and stroked lightly around to stimulate her winded nerves. At this, Trixie was still groaning in desire and had stopped fighting altogether.

When the earth pony moved her left hoof to push the azure mare onto her back, the action was met with little resistance. She broke the kiss at will when Trixie fell back onto the cushions, taking a deep breath as the pony under her gasped for air. Trixie lay on her back, somewhat annoyed that Octavia had won their contest, having completely forgot the absurdity of her companion’s forthrightness— just as Octavia had planned.

The azure mare stared up into the confident, mulberry eyes of the earth pony, gazing down on her with a calm and collected face. She might even call Octavia’s visage stern or detached. The expression jogged her memory for a split-second and reminded her of the astute face of a Canterlot boarding school teacher of hers with an infuriating knack for making fillies her age do as she wished. The comparison made her regain her energy from before. She said in between pants, “Trixie does not remember giving you permission to kiss her. She could have you arrested for assault.”

Octavia responded with the calm tone that her expression suggested. “Assault entails harmful contact, fraulein. One wouldn’t think it’s entirely harmful if you want it as badly as you ask for it.”

“Who said that Trixie wanted it?” the azure mare retorted. Her words suggested that she didn’t, but the blush on her face was there on account of more than the beer.

“Was that the first time your lips have touched another mare’s?” Octavia asked.

Her confident face suddenly bore a twinge of embarrassment; it was obviously her first time. It was clear then to the earth pony that she was no homophobe. While some older ponies might have considered the practice unnatural, this young, liberal unicorn clearly was swayed by no such opinion. Nonetheless, Trixie wasn’t about to let herself be outdone just yet. “No, of course not. Trixie’s been with plenty of mares in her long career. She makes them swoon by the scores.”

Octavia, looking into Trixie’s pure violet eyes, fluttered her long eyelashes and stole her attention. There was a clear look of want in the blue pony’s eyes, which was drawn in by the earth pony’s gaze. Yet while she was distracted, a hoof unexpectedly found her inner thigh and fondled it gently. Surprised at the unfamiliar sensation, Trixie squeaked and drew in. The earth pony smiled. She knew full well that this would be the result, but now Trixie knew that she knew too. “Lying is for fillies, Trixie, not grown mares. If you didn’t want me to know, you could have just declined to answer. But by the way you’re acting, I’d say that was your first kiss.”

Octavia’s hoof returned to Trixie’s outer thigh and traced just around her cutie mark, abstaining from touching the particular sensitive area just for now. The mare drew in a sharp breath at the touch, and couldn’t help but admit to herself that she was enjoying the mare touching her in this way. Though at the same time, she was infuriated by the way she was being treated like a mare who barely knew what sex was. Such a thought was far from the truth. Because she had traveled over so much of Equestria in such a short time, she was very aware that she did have fans, many of whom fantasized about her, a fact which was shown through some very saucy novels she had recently read where she was the main character. Though she had turned down all advances thus far as being unworthy of her, for some reason this mere earth pony, who was surely no more than a few years older than herself, was winning her over with little effort.

Truth be told though, Trixie had been denying herself for a long time, and she wanted Octavia badly. All she had to do was assert herself and take back the stage. She reached up to the gray mare’s neck and pulled down, drawing her into another kiss. When the action was accepted, Trixie angled her lips this time to meet Octavia’s. Their cherry lips met and the eager unicorn quickly plunged her tongue inside, seeking out her match. Once more the two tongues did battle, licking and playing with one another, swirling and dancing around, neither seeming able to gain an edge.

Or so it seemed to the unicorn. Trixie felt herself warming up and unconsciously grinded upwards, seeking further stimulation. This did not go unnoticed by the earth pony, who let her light body fall on top of the showmare. The feeling of downy, soft fur intermingling with her own coupled with the glowing warmth of another mare’s body was too much for Trixie, who lost herself in the moment. For a while, she was completely obedient to Octavia, who was now the source of her pleasure.

The earth pony’s hooves now found their way to the cutie marks on her companion’s adorable flanks. They rubbed and caressed the area, pressing up into them and lifting her cute butt into the air shortly. This made the showmare moan softly but earnestly as a mixture of fire and ice swept up from her rear and entered into her nether region. Her breathing because throatier as Octavia quickly learned the sensitive parts of her mouth, teasing the unicorn when her expert tongue traced over them. Then she gave another tiny squeak when a hoof brushed along her inner thigh.

The hoof returned not long after the shock of bliss had graced her. It rubbed and caressed the area, making her writhe and squirm under it. It moved upward fast, stroking and swirling as it slowly but deliberately inched towards her nethers. Octavia’s tongue caught her attention again as the muscle pinned hers down and ravished it, catching her in a dreamlike trance of wet squirming ecstasy. She ground upwards again, not knowing it and was rewarded by a final advance of Octavia’s hoof, which found Trixie’s budding flower between her legs. A shockwave of pleasure rippled through her, and she moaned louder.

But then Octavia suddenly withdrew, leaving the azure mare dazed and confused to look up into those noble eyes of the dark-maned earth pony. Suddenly, noticing that she was breathing hard again, she asked, “Why did you stop?”

Then out of the blue, the carriage itself stopped, and the two felt a light push forward. The earth pony reached out a hoof behind her to move the curtains out of the way. She glanced outside shortly, and smiled when she looked back. “We’re home,” she answered. “Let’s go inside.”

Octavia turned the key and let them into her apartment. She turned on the light to reveal not a reasonably spacious living room, but one nice enough to live in. A couch and a few comfy chairs were set upon a decorous carpet. There was a kitchen space to the rear on the right, and the white wall on the left was lined with two doors. The one nearest to her had a number of signs on it discouraging entry. In on the door’s frame, it had another sign reading, “DJ Pon3’s Cave.”

“You have a roommate,” Trixie observed. “Will we be getting the privacy Trixie deserves?”

Octavia selected a second ring on her keychain and unlocked the second door, which bore her name in elegant letters. “Vinyl is out of town at the moment. She shouldn’t be back until tomorrow morning.” She opened the door and started to step inside. “I’m going to slip into something appropriate for this occasion. If you need to use the little fillies’ room, there’s a guest washroom on your right. If you’re hungry, you are welcome to anything on the right side of the refrigerator. Just make sure to be a good girl while I’m not keeping my eye on you.” With that she shut the door behind her.

Hmph, the unicorn thought. I suppose I should be thankful she’s leaving me alone for a moment. Either she doesn’t have anything valuable for me to run off with, or she’s trusting. Trixie turned to her right and saw another door with a faux-crystal knob. Having drank a lot of beer, she did feel the need now to take care of her private needs, so she went inside to find a small closet sized room, with a toilet and a sink. It did have a nice crimson wallpaper though. In any case she took care of her business and went back into the living room, taking a seat on a chair.

The seat was very comfy, made from faux-leather that sank a little when she sat down. It had a nice firmness to it that others lacked, which she had sorely missed for a long while. For a long time she had settled for a nice tuft of grass to lie in en route to another city, or a scratchy bed at some run-down inn. This was a nice change for once. It was getting late now, and the hands of a clock on the wall read three in the morning. With the time for sleep having come and the coziness of the seat, a need for sleep nagged at her eyelids; but she was still very aroused from the teasing earlier, and her loins burned again as she thought about repaying Octavia for her dominant treatment earlier.

She imagined asserting herself the way she always did when she was on stage, awing her host with the sight of her pert plot. She knew now Octavia had chosen her for more than her explicit talents; maybe just a few shakes of her tail, and the earth pony would be entranced by her luscious beauty. Moments passed as the Octavia in her head worshipped her, running her hooves once more over her fine, soft body. The azure mare sat in her chair as she was serviced in just the way she desired: Octavia’s tongue rimming just around the edges of her marehood, getting closer and closer to the center of her flowering pleasure.

But then Octavia’s door opened as did Trixie’s eyes. And when the earth pony came out of her room, Trixie’s dream shattered like glass. The gray mare sashayed slowly through the threshold, making sure that her guest was watching. The mare’s lithe, slender body was accented by a brilliant purple corset with frilly lace colored lighter shades of violet. Her limbs seemed longer and smoother now that they were covered in matching satin leggings, each with a pink bow tied at the top. As the pony got closer, her swishing tail, which was full of healthy black hair, swayed aside to display her designer panties that fit perfectly around her curvy rear.

Octavia reached Trixie and looked sternly yet playfully into her eyes once more. The soft gray mulberry irises until now had not seemed so full of beauty. They poured forth confidence and a commanding nature that was tempered with order and self-discipline that honed practiced skill, matching inborn talent. Locks of black silk spilt over the mare’s shoulders and reached all the way down to her forelegs, the hallmark of femininity and power. The mare leaned in to bring her soft lips to Trixie’s. To the unicorn’s dismay, they barely grazed each other before Octavia pulled away again. But her fine mouth moved closer to her, and Trixie’s sight was blocked by the neat, full mane as the earth pony’s mouth found its target.

A stream of cool air blew across her left ear, sending a tingle down her spine, and when Octavia’s familiar tongue licked over it, her loins twitched. As Octavia’s hooves again found their way to the virgin mare’s sensitive flanks, Trixie shivered. And when the gray pony unexpectedly nipped at her ear, she let out a filly-like squeak. Then in the silence abated only by her heated breathing, the unicorn heard the vixen ask, “Do you want me, Trixie?”

Trixie could barely muster the strength to answer. Her voice came out shaky. “Y-yes.”

Octavia smiled when she heard this, but she wasn’t about to give her what she wanted just yet. Trixie was a vain and immature pony that needed to be taught a lesson before Octavia would bed her. A hoof that had wandered from its path brushed just above the unicorn’s marehood, causing the azure mare to gasp. “But you’ve been a naughty filly, Trixie.” Octavia said. “We both know you’ve been lying to everypony, and now you’ve lied to me. And naughty fillies don’t get what they want.” Another nip came on Trixie’s ear, making the mare whimper. “Naughty fillies get punished.”

A jolt of bliss shot through Trixie as her host finally found her budding flower, making her moan quite loudly. “Please,” she managed. She let out another gasp when Octavia started massaging her cutie mark again.

“Please what?” the gray mare asked. “Oh,” she said after a moment, acting as though she had just realized the obvious. “Do you want me to punish you, so you can be a good filly again?”

Octavia’s lower ministrations reached to repeatedly bump against the mare’s outer lips, which made Trixie buck her hips and bemoan the teasing with short little moans in a staccato. Eventually, though when she felt she could bear no more, she was able to squeak out, “Yes.”

“Are you just saying that because you want a good rutting, or because you really want to be a good filly?” the gray pony teased on.

“I want to be a good filly,” Trixie said hurriedly, desperation evident in her tone.

Suddenly, Octavia pulled away, and a thin, devilish smile crossed her face. “Alright then, fraulein. Follow me.” She quickly turned around, leaving the heated mare behind her dazed and confused.

When the blue pony finally realized what was happening, she got up and followed her host, who then took her by the hoof and led her into her bedroom. The inside was full of colors that matched its owner perfectly, purple and gray and pink and black everywhere. On the left was a closet and a fine-looking cello resting near the wall. In front of her, there were some large Chester drawers with some high-end hair brushes on top of them. Then on her left, there was a queen size bed blanketed with a vibrant and deep purple. Octavia let go of her hoof and gave her a firm but gentle shove that still sent the mare, unbalanced from her buzzed state, toppling onto the bed.

It seemed to be covered with several warm layers of sheets, and the comforter was so incredibly soft, Trixie wouldn’t have been surprised if it was made of satin too. As she squirmed atop it, the fabric caressed and warmed her fur. Comfort seeped into her body. She felt a light thud in front of her, and looked forward in time to see one pillow fall on top of another a foot in front of her face. Octavia was piling the big violet-pink pillows with black lace. She adjusted the three of them until they were a neat and even tower. When she was done, she patted the pillows, indicating for her guest to lay on them. “Naughty fillies get punished with their bottoms up, lying on the pillows, Trixie,” she said as she turned around to the drawers.

Looking at the pillow mount, Trixie suddenly realized what she had just got herself into. No longer feeling so great and powerful with such a burning in her nethers, she couldn’t just say no, but she also knew full well what was coming, having been given her fair share of old-fashioned discipline in her foalhood days. Still, she really needed only what her host could give her now, so she reluctantly climbed up clumsily onto the pillows, presenting her sumptuous rear for Octavia to see. Immediately, she felt a twinge of anxiety as she realized just how high in the air her flanks were and just how exposed her marehood was. Unconsciously, she was covering that private area with her blue silver tail and was clenching her cheeks in anticipation. There were still a few silken pillows in front of her and she buried her face into them, rubbing her muzzle into the soft fabric to try and forget her vulnerable position.

Trixie looked behind her just in time to see Octavia approach her with a violet riding crop in her mouth tipped with braided black, faux-leather. Then she noticed her tail, and as she feared Octavia moved it out of the way. But surprisingly Octavia smiled. The gray pony placed the crop on Trixie’s left, and said, “My my, you are a naughty filly. You’re leaking all over my pillows.” Trixie gasped, and with what little room she had to squeeze her legs together, she found that she was indeed quite damp down there. Octavia turned around again and opened up the drawers behind her. She produced a bottle of some clear liquid and a string of some bright pink spheres of increasing sizes.

“You’re going to need some extra special treatment, Trixie,” Octavia said as she opened the clear bottle and dipped the beads into it. The top was large enough for even the largest ones to slip into the container. As she bobbed the string of beads through the jelly-like fluid, she looked to Trixie who was watching intently, already getting a good idea where this was going. When Octavia was certain the beads were nicely lubricated, she drew them out of the bottle. A few drips of the liquid fell onto the nice sheets. “All right, Trixie,” she said. “Let’s get started.” The blue mare flinched as her flanks were touched. “Look straight forward, and spread your legs as wide as you can. You can press your muzzle into the pillows in front of you and make all the noise you want, but kicking, clenching your cheeks, blocking my way with your cute tail, or failing to spread your legs wide, will make your punishment worse.”

Trixie nervously obeyed, spreading her legs to reveal her budding marehood and puckered plothole. But before she turned her face, Octavia’s hoof stopped her cheek. The gray mare looked her in the eye with a serious expression. It wasn’t as stern as before; in fact she even had a small touch of kindness in her smile. The dark maned mare said, “Trixie, if this is too much for you, I need to know in advance. I’m not going to hurt my guest. If this gets to be too much, will you tell me?”

The azure mare suddenly was put in her place. She hadn’t even stopped this whole time to wonder whether or not Octavia gave a flying feather about what she thought. But this question was a sure fire-indicator of that. The answer also was very certain. The burning in her marehood was getting too intense for her to think about stopping. She had come this far, and she was going all the way. She barely needed to say it. “Please, I need this,” she said, having denied herself the flowers of dark love for so long.

With that, the earth pony let the unicorn turn her head around. The blue mare felt the first bead of the string fall atop her tail hole, and she gasped in surprise. “No …” she whispered weakly. “Please not there.”

“Naughty fillies don’t get to choose how they’re punished, Trixie. If this is really too much for you, say ‘cello,’ and I’ll stop.”

“Yes, ma’am,” Trixie answered, partly taken aback by the use of an honorific, which she didn’t plan.

A sudden strange feeling of discomfort crossed her rear as Octavia pressed down on the tiniest bead, carefully forcing it into Trixie’s tight, virgin plot. The pressure slowly increased, compelling her asshole to accept it, and she gasped as it passed the first ring of muscle and nestled inside. It felt so weird at first to have something there, and she wiggled her bottom. “Relax,” Octavia said firmly. “These only get bigger.” Saying this, she pushed the second bead in. Trixie’s breathing quickened and she moaned lightly as it went in.

The third bead touched the rim of her anus, and she clenched, anticipating the bigger orb. A sharp stinging sensation on her right butt cheek caused her to squeal in surprise. The feeling quickly faded, and Octavia told her, “Don’t tighten up, Trixie. That was a warning swat, but any more disobedience will cost you.” Betting that she wasn’t kidding, Trixie forced herself to relax and allowed the next sphere to spread her tiny hole.

Octavia repeated the process for the fourth and fifth beads, and each caused Trixie to moan a little louder. The earth pony then allowed her a moment to rest and get used to the feeling. Trixie was starting to feel a little full. She couldn’t help but shift her rear every so often when she clenched on the spheres inside. They didn’t hurt like she expected something like these might; Octavia had made sure of that with plenty of quality lubricant. Yet they were certainly uncomfortable— not to mention pretty embarrassing as she imagined the sight of the string hanging out of her rear.

She had plenty of time to think about this, but eventually, Octavia pressed a sixth onto her hole, and Trixie felt that this one was particularly large. The last one had been bad enough, but this one she knew would be hard to take. But before she knew it, Octavia was applying pressure to it. The pressure increased a little bit later when the intensity before wasn’t doing the trick, and soon the unicorn started to feel just how big it was. In a moment of weakness and fear, she clenched; but Octavia decided to push a little harder anyway. The blue mare gasped as she felt a dollop of cold lube pour from the bottle, and she tightened harder in a short moment. Even then, Octavia still managed to get the big sphere past her plot hole as Trixie whined with a shrill noise.

With the bead nestled safely inside her stretched bum, Octavia said, “You had your warning, Trixie, but I suppose you really are a naughty filly. Your punishment just got worse.” The bent over mare had little time to think about what that meant before her host continued. “Your punishment will consist of a sound spanking. I’m not going to number the strokes out loud for you, but every now and then, I’m going to remove one of these anal beads. When they’re all gone, you’re punishment will be over. If you keep your bottom up like a good filly, this will go quickly; but if you squirm and kick, I’ll add more strokes. If I have to, I have some heavy tools for when Vinyl’s very deserving.” She let those instructions sink in before she asked, “Is this alright, Trixie?”

Upon hearing this, Trixie was again reminded that she had a choice in the matter and was glad for that in part. That said, the orbs, each as they went inside, curiously worked to make her wetter and wetter between the legs. Now she was practically fighting herself not to squirm on account of how badly she wanted to stroke her marehood. She still really wanted to have this gorgeous mare, Octavia, and she had to have some relief herself. “It is,” she finally said, sealing her bottom’s fate.

“The safety word is cello,” she heard Octavia say again. Then she felt a hoof rubbing at her left cheek, sensually. It caressed the area softly, and Trixie became very aware of its presence. A moment later, she heard the small sound of wind and then felt the sting of Octavia’s hoof across her ass. It didn’t surprise her like the first time, so she was able to keep her mouth shut, but it still smarted unpleasantly. Another slap came on her right cheek this time with the same result. It wasn’t a terribly painful feeling at first, but it certainly got her attention.

The gray mare continued to alternate spanking each cheek on the fleshiest part, not trying to hurt the mare but succeeding in making a point. It didn’t take long before Trixie felt very embarrassed, indeed, something just short of humiliated. She, a grown mare, was being hoof spanked (something that she hadn’t taken since she was six) by an almost total stranger and with a whole length of anal beads up her tail hole to boot. As the spanking continued, her bottom started to get sore with the continued punishment being dealt upon it, and after about twenty swats, it was actually starting to hurt, enough in fact that she had to work to keep still. Every time the gray mare’s hoof stung her, she involuntarily clenched lightly around the beads, heightening her discomfort and embarrassment.

Each spank came at a moderate pace, not far enough apart for her to get comfortable but not close enough that she didn’t feel the full effect of every one. Pretty soon, she actually imagined that she was a filly taking her just punishment, and strangely the idea both sobered her and made her wetter. She was brought back to her boarding school days in the rural northeast, when those awful teachers dealt her an ample number of paddlings. Yet when she left, though she didn’t want to admit it, it was they who, more than just taking the skills she had learned from her family and turning them into a mastery of her illusory craft, also changed her from a total brat into a beautiful, young mare ready to travel the world. So as the stings came, she viewed Octavia in a strange mix of ways. She bore an inner hatred against her for humiliating her, but she wanted the mare punishing her more and more as the object of her struggles.

These thoughts were interrupted by the attention-grabbing swats and came in punctuated leaps. Eventually Octavia let her stop for a rest and examined her work. Trixie’s plot had turned from a light blue to a faint violet from her blushing cheeks. Octavia smiled trying to guess what it would look like when they would be done. She also took note of her twitching pussy, which was still leaking drips of fluid every so often. Well, I’m glad you’re enjoying this, she thought.

A moment later, Trixie felt an odd sensation, which again developed into discomfort as her plot hole once more was stretched. Octavia began to pull out the first bead, watching as Trixie’s ass gripped it. Her own pussy quivered at the throaty gasp Trixie gave when it reached the widest part of the sphere. She toyed with it there for a moment, delighting in how the azure mare squirmed while she waited for the biggest orb to pop out. Yet Octavia slipped it back in, watching it disappear into her rear entrance once more.

Trixie moaned again at this and looked behind her to see her host’s haughty grin. Another tug at the string caused her to look forward and tense up as the bead spread her again. The bright pink orb reached its widest part, and Trixie groaned again; but this time, Octavia quickly popped it out with a quick tug, quickly spreading her open and leaving a small space empty in a flash. The blue mare gasped and shook at the unexpected sensation.

“That’s one down, Trixie. Five to go,” Octavia said. The earth pony left her there to rest for a short moment, watching how she was breathing hard again in anticipation and neediness. Her marehood had spread just slightly from a slit to show off her inner folds. There was a small trickle of her juices coming out still. She giggled silently. Not yet Trixie. She picked up the violet riding crop in her teeth and touched it lightly to Trixie’s flank.

The mare looked back, and her eyes widened at the sight of the iconic instrument now about to punish her already sore flanks. She was very familiar with this tool, the hallmark of a dark legacy of license that she wouldn’t have expected from this mare. Something told her that Octavia wasn’t about to go overboard, which prevented her from protesting, but she still buried her face in the pillows again, eager to have this be over with. Her bottom lifted higher in the air tentatively; since the mare was completely in the dark about what she was in for.

The smooth feeling of leather crossed her warm behind for a moment before it left her. Then with another swish, the crop kissed her directly on top of her left cutie mark. The mare let out a muffled, “Ooh!” into her pillow. Octavia’s hoof hurt some, but the crop was something else. It was like she had just been shocked there, a quick and stinging strike of heat. After the initial sting, an acute, surging burn continued there. Yet she had little time to linger over it before another surprising sting crossed the wand on her right cutie mark. She couldn’t help but let out a little, “Ah!” at this one too. It still wasn’t unbearably painful, but she quickly clenched her cheeks and pushed her hips down, trying to hide her bottom from the next kiss.

A white hot flash of pain on her thigh this time made her squeal, “OW!” loudly. It hit just below her cheeks in a particularly sensitive area.

“That was a corrective stroke, Trixie,” Octavia said calmly. “It doesn’t count, because your bottom is supposed to be up.”

A second passed with the unicorn trying to prepare herself for the next one. A light tap in her other thigh made her quickly shoot up though, so her vulva was presented nicely again. While the faint marks of the crop throbbed away, Octavia used her hooves to tug lightly at the string again, once more working one of the beads slowly out of Trixie. Although this one was smaller, it still spread her tail hole wide, and Trixie was as vocal as ever. This one popped out too though just the same.

The crop landed again making the mare respond with another cry. It came again and again over Trixie’s flanks, leaving a slightly noticeable trail where it left. As the crop rained down again and again, the unicorn found it harder to stay still. Eventually, she kicked back a bit, which threw off Octavia’s aim. A correction strike kissed her thigh. “Stay still, Trixie,” the earth pony commanded.

“It’s hard,” the punished mare replied. Her pussy was begging for stimulation at this point, and her bum clenched around the beads rhythmically.

Another gasp escaped her mouth as Octavia pulled out a third bead unceremoniously. The gray mare’s voice came softer and more fluid now. “Good things come to good fillies who behave while they’re in the naughty position.” She leaned forward to place her mouth inches away from Trixie’s marehood. The blue pony could feel the heated breath on it and breathed more deeply herself. A stream of cool air blew over her nethers, awakening her nerves and making her shiver. “You want this very badly, don’t you?” the cellist asked.

“Yes,” Trixie said quietly but without hesitation.

Another spank came down, accompanied by its matching groan. Then another fell upon a spot already given its fair dose. Trixie grit her teeth as her punishment continued on, decorating her virgin plot with plenty of violet marks. She took her spanking as quietly still as she could, though each firm sting wouldn’t let her be quiet. After a while, though she was still displaying phenomenal self-control, her whole backside was burning away.

Octavia seemed to notice by now that her guest had reached the limit where her practiced teasing would soon turn into an unnecessarily painful mistreatment of her guest. She laid the crop down and tugged on the string of beads again, making Trixie moan. She let it slide back again and repeated the sensual action. “Are you still okay, Trixie?” she asked as she did this.

“Trixie is fine,” she answered. “I don’t think Trixie’ll be sitting any time soon though.”

“You still have two beads left. Let’s take a break, and then we’ll finish.”

“And then we can have fun?” the azure pony asked.

“Yes, then we can play,” Octavia answered. At this, she slowly stood up on her hind legs to take off her beautiful panties, enjoying the feeling of the silk sliding down her thighs. She then folded them neatly and set them on the corner of the bed. Now naked at her crotch, the mare jumped up onto the bed and moved to Trixie’s right. She went around her to the back of the bed with just a little room, and placed her back against the frame. She spread her legs, which were damp with her own juices now. Looking down and touching a hoof lightly to her vulva, she found it quite wet. Looking back up, she saw Trixie’s face was still in the purple pillows. “Look up, Trixie,” she said.

The blue mare did so and was graced with a stunning view of Octavia that very few had seen. The cellist’s ladylike legs went from their hooves to the fine and well managed thighs of the healthy mare, which were accented by the color of her vibrant leggings. As Trixie had been making a habit of doing recently herself, Octavia had neatly cleaned her nether region clear of any excess pubic hair, leaving only a fine layer of flawless fur leading up to her pink rosebud. She stared at it with desire and wonder, getting to look at a flawless pussy for the first time. Then she heard her host say, “Before we play, it would be best if you know what you’re doing. I take it you’ve never practiced cunnilingus before?”

Trixie looked up and saw the face of the mare with her bountiful dark locks, streaming full down her body and double took. “Y-you mean kissing you down there?” she asked. She had read of this before, perhaps even pleasured herself to the act once or twice from a saucy story or two, but having a real marehood right in front of her muzzle here and now was something different entirely.

“Yes, I mean licking my lady folds,” she answered. “Move the pillows away for now and come closer.” Still in a horny trance, the showmare obeyed, moving the pillows to the edge and getting closer to Octavia’s waiting nethers. She could smell the powerful but soft scent of jasmine and something different like salt emanating from it. Octavia continued. “I expect you to pleasure me though just as much as I do for you; and seeing how much more experience I have, I think you should have a practice session.”

Octavia finished, and Trixie was left wondering how to proceed. The idea of eating her out didn’t bother her particularly, but it was an odd thought, and she wasn’t sure she could do it properly. But when the gray mare continued to stare her down, she summoned up all of her courage and leaned forward again. The usually confident mare hesitated for a moment, but when Octavia said, “We can go ahead and finish your punishment now, if you want,” she licked directly up the earth mare’s pussy.

The mare’s wetness got on her tongue as she drew it back into her mouth. The taste was tangy and had a quality to it that made her taste buds buzz. She licked upwards again, with a little twitch from the gray pony and a little more juice got on her tongue. But when she licked again, she felt a hoof pushing her chin up. “No, no, no,” Octavia said. “You’re licking it like it’s an ice cream cone. That feels fine, thank you, but I do have inner folds. Unless you want to be here all night, I suggest you start to be a little more creative. Also, keep your hooves and magic away from your rear. If I find that you touched those beads, we might have to start over.”

The unicorn stopped for a second and reconsidered her technique. Then following her host’s instruction, she licked the slit, spreading Octavia’s sex slightly and running along the inside of the lips. The earth pony gave a just noticeable sigh, and Trixie took this as a good sign. She continued this slight penetrative servicing, causing Octavia to move her hips forward for the slow pacing. The unicorn withdrew for a moment and started delivering even lighter though more elongated strokes up and down; and although Octavia’s breathing was steady and controlled, when Trixie went high enough and touched a little nub, she suddenly twitched and gave a small moan.

Recognizing that she had just discovered her clitoris, she focused on the tiny button. She pressed firmly against it and rubbed it in circles. She already knew it was her host’s pleasure center, and the soft cries she won from targeting it made her certain of this. Yet after a few moments and a particular vocal moan from Octavia, the earth pony moved pushed her head away a little quickly. “Not so fast, Trixie,” she said, succeeding in regaining control of her breath. “You aren’t trying to end this as soon as you can. Let me enjoy it.”

With a tiny groan of frustration, Trixie went back to her work, poking into her entrance and moving her tongue around carefully. She moved around and tested the different sides of the marehood, gauging by Octavia’s different vocal reactions, however slight and controlled, where she was most sensitive. Eventually, however, when she was a little tentative for too long, the gray mare pushed her head further between her legs, and Trixie’s muzzle was buried in muff. In this new level of intimacy, she dove into Octavia’s tight marehood, feeling around her inner walls, which rewarded her with more and more juices as she continued her ministrations.

As she went on, Octavia had less control over herself and soon was moaning and sighing at regular intervals. Every so often Trixie’s muzzle would bump her clit and the strong muscles would clamp down on the unicorn’s invading tongue for a second while the pleasured mare gave a squeal muffled by a hoof. Still, she pressed deeper and deeper down her love canal, gratified at the momentary control she exerted over the earth mare. And pulling her tongue back, she figured out how to twist her tongue while drawing it out, earning her a wetter reward in the mouth. With Trixie’s quickly learned skill, she brought Octavia quickly up the road to a powerful orgasm, as was evident by her squeals, which were becoming louder.

Her breath came in rattles, and she was pressing back into the bed with every muscle in her body starting to tense up in bliss. She gyrated against the backboard, feeling the cool wood against her back in contrast with her pussy burning with the pleasurable fire of a nice, wet tongue. The thoughts and feelings made her wetter as she looked down to see the cute mare eating her out. Her stomach lay flat on the bed with her tail silver and blue tail swishing from side to side, alternating between displaying the separate cheeks of the mare’s well punished bottom and the matching purple beads hanging out of her twitching tail hole. The great pleasure that the unicorn was giving her almost made her consider not giving her the final dose of her punishment, though almost was not enough. She was still a big filly until all of those beads came out.

Trixie’s saliva and her own juices were mixing and gushing around nicely as Trixie’s tongue made itself at home in her contracting front entrance. The fire building inside was somehow hot and cold, shocking but the polar opposite of painful. She grit her teeth as the tsunami welled up uncontrollably inside her loins, a total loss of control that she eagerly accepted. And when she felt herself seconds from the breaking point, she was very surprised to find it particularly intense. “Trix—” the ecstatic mare started but was cut off by a touch on her sensitive nub. “…ie,” she managed a second later after a buck of her hips. “I’m going to cum,” she warned her.

Hearing this, Trixie opened her mouth wide and quickly angled it over the quivering hole, knowing what was coming. Her tongue flailed and writhed fast while inside. This action pushed her over the edge. Octavia let out a shrill and girlish cry that lasted for several seconds as her pussy squirted a liberal amount of her cum into Trixie’s mouth. The unicorn caught most of it, though some leaked out onto the bed, and with nothing else to do with it, she swallowed, knowing it would be fine. This left the earth pony breathing heavily and enjoying her afterglow which was in full swing.

Octavia’s chest rose and fell as the inferno died down to a washing feeling of satisfaction, and a moment of worry even crossed her mind when she wondered whether or not she would have the energy to keep going. Yet a few moments later, she was able to pull herself out of her reverie with enough strength to keep going. She even laughed when she recognized that Trixie’s mouth was probably very tired, and her marehood was probably very needy at the moment. Still her hoof had not reached back between her legs once. Smiling, she asked quietly, “Alright then. Are you ready to finish your punishment?”

There was a pause before the mare looked back up at her and answered, “Trixie would like to cum too.”

“You’ll have your turn just as soon as we’re done,” the gray mare said, still intent on asserting her way of dealing with her intimate playmates. “You’ve been a good filly so far, so I’m going to lessen what you have left, but you still need to take a few more swats.”

The unicorn huffed. “Trixie took enough and made you feel good. Now it’s her turn.”

Octavia maintained her smiling face. “If you feel like stopping, we can both go to sleep now. I’m not forcing you to do anything, but I only love good fillies.”

There was a lull of silence before Trixie huffed once more and started piling the pillows up again. “Let’s just get this over with.”

Seeing that she still held sway over the mare, Octavia got up, contended that she could still stand easily and walked back over to her drawers. She opened the top drawer again and looked at her choices for ending this session. Her eyes lingered over a particularly mean looking strap, but she put those thoughts out of her head; Trixie had been good enough. She selected a wooden spoon instead, and shut the drawer.

This last session wasn’t without purpose. True, Trixie’s rump had already received a reasonable dose, but it was all just preparation. She could guess that this mare wasn’t a masochist, and didn’t like the idea of pain for its own sake, but she also knew that the idea of being belittled like this made her indignant, which made her want a nice rutting more and more. The spoon would be sure to leave her dripping wet, and her first real orgasm with another mare would be something she’d never forget. And as she again surveyed rear with its moistened slit, Octavia knew she wouldn’t forget it herself either.

She sauntered over with the spoon in her mouth and rubbed it over Trixie’s behind again, feeling some sympathy for the mare, who flinched when the cool wood touched a spot where the crop had kissed. “So Trixie,” she said, rubbing it over some less sensitive areas, simply letting her know it was there. “You’re not going to lie to me anymore, are you?”

“Trixie will tell the truth from now on,” the mare answered. In truth, though Trixie was paying some attention to the morality of this, the more pressing effect on her mind was how humiliating it was to be practically dominated by another mare. And as the feeling of a smooth, wooden object passed over her upturned rump, she felt a very strange mix of hate and love for this mare now about to punish her one last time. She wanted so much to make herself her own master, but she had an inexplicable desire to be controlled by Octavia as well.

A sharp, powerful burn on her rear came suddenly along with the loud sound of the wood against her ass echoing through the room. Because her flanks were already tender, this particular smack caused her to cry out loudly. It stung brilliantly, but it also made her anger grow. Another smack struck her, and her cry sounded again, muffled this time by the pillow. Suddenly, she knew what it was that made her love Octavia. It was the denial of what she wanted most. Another spanking, agonizing but revealing… in her mind showed the image of her host with her dark, neat hair and her mulberry eyes perfectly accenting her aphrodisiac form, beautifully shaped, thin and fine limbs.

Another blinding smack and another cry: it wasn’t too much. She loved it while hating it because Octavia was exactly who she had been waiting for. The forthcoming satisfaction of what she had waited for would be more glorious on account of this pain. She loved to hate Octavia and loved her for her hatred. Trixie was her own mare, a wild and free creature; but Octavia was worthy enough to bind her and make her hers. Yet the reason for this was what she offered in return. As the burning stings of hatred and love rained down upon her flanks darkening from violet to a deep purple, her pussy burned with an ever-mounting desire for Octavia, the mare who dared to control her. And she was not sure whether she felt pleasure or pain; they were one in the same.

Octavia gazed at Trixie’s marehood, which was now leaking a liberal amount of fluid, begging to be sated. And she knew that she was done. After giving the mare one last firm smack to her sitting spot, she quickly took the string in her mouth and removed the final two beads in Trixie’s cute butt in two, swift, consecutive tugs. The earth pony then climbed onto the bed next to the mare, who wasn’t moving too much now. She whispered into her ear, “You’re a good filly now, Trixie. And good fillies deserve a reward.” Then without a word, she prompted the unicorn to sit up to get off of the pillows. She frowned when even the soft satin comforter pressed against the unicorn’s ulta-sensitive rear, causing her to wince. She ignored it stoically and tossed the pillows to the floor.

Trixie’s face marked a state of pure desire. When Octavia’s eyes met hers, she saw the want in them eyeing her erotic form. Their lips met in a rush, and Trixie’s tongue quickly darted into Octavia’s mouth. The earth pony’s own organ, lying in wait, accepted the showmare’s, and the two once more wrestled for dominance in a hot, wet mess of passion and desire. Trixie soon forgot exactly what was going on and quickly lost herself to the feeling. Before she knew it, she was on her back and Octavia’s lovely marehood was again angled just in front of her face.

She was commanded to lick and so she did, pleasuring it just as before. But it was no later had she started her work, than when she felt what she had been waiting for pass between her legs like a soft, silky ribbon of unmatched bliss. Octavia, now on top of her, in return for being pleasured herself, was pleasuring Trixie, and the feeling was everything she wanted and more. Eagerly and mindlessly, she lapped at the juices flowing from Octavia’s pussy, lost in a trance of erotic fervor.

The wonders of the earth pony’s tongue made the mare wonder if she had a horn somehow, for the magnitude of her satisfaction was magical, brought about by a skilled tongue moving in ways that baffled her. Indeed, she could feel each and every little twitch the wet organ made as it pressed inside of her and squirmed to find her most pleasurable spots. She wasn’t even aware that she was quite noisily squealing as the cellist’s tongue contorted in ways that she didn’t think were possible. Even as she sated the mare on top of her, a fire was building inside her loins, a sensation that she was so familiar with but yet so unfamiliar. Its force came up like a storm from the west teeming with hurricane winds, moving slowly and delicately, announcing destructive might before it got there.

With all of the pent up desire and emotion raging in her, it was not long before this fury of passion reached its peak. Wave after wave of pleasure crashed down upon her as she ejaculated a fountain onto Octavia’s face, clamping down onto her tongue like a vicegrip. It seemed to last forever when all sound and sight was taken from her; she was lost in incomparable bliss.

Yet when she came to, she found it was not over. Once more, Octavia was moving her to her stomach to lay on all fours. And in the mire of her afterglow, she looked ahead and saw Octavia smiling as she came around her with a large black dildo, the size of a stallion’s dick, attached to a harness. And before she knew it, it was pressing at her wet entrance again. With her hypersensitive and awakened nerves in her marehood, she felt every little prod it made as Octavia teased her with it. And she wanted the dildo now. Even enjoying the glorious aftermath of what she had just undergone, she wanted this dick badly. And Octavia obliged her without a word.

She felt each and every inch of the thick black cock penetrate her marehood, and the whole thing was one big shaft of lightning, shocking her whole body with pure joy. Octavia’s hips pistoned it in and out of her no sooner than she hilted the unicorn. Every thrust dove all the way into Trixie’s hungry love tunnel, tight for a virgin’s but ravenous beyond measure. Having popped her own cherry long ago at play, she was now ripe for a real, painless orgasm. And as Octavia made Trixie her mare, the unicorn couldn’t have felt more pleased. The sound of wet sex and girlish moans echoed now through the room as the earth pony rammed into her again and again.

It was almost too much to take all at once with no break in between such explosive moments, though Trixie bit her lip and welcomed it with glee when her next earthshaking explosion reared its head. The dildo freely moved in and out of her even as she gripped it tightly with the force of a dog’s bite. Her juices lubed it up all too nicely and made for the perfect flow of flawless motion, forcing her body with the force of Octavia’s thrusts forward and the strength of Trixie’s backwards. Then as the long awaited moment came, she screamed loudly as Octavia hilted the thick cock again one last time.

After the long scream, showing a continuous stream of unmitigated ecstasy, she moaned in punctuated gasps, riding out this moment while her pussy naturally worked to milk the faux dick for anything it might have. Three powerful gushes of wet bliss washed from her onto Octavia’s bed in the flow of joy from her. And it lasted for an eternity, the pinnacle of satiety. And even as she came back to reality and Octavia’s dark room faded back into view with tears in her eyes from having shut them so hard, she breathed heavily. She heard whispers from the earth pony behind her, but she couldn’t make sense of them for a while; and the hoof stroking her silver and blue mane went unnoticed as well.

Yet when all of her senses did return, she suddenly gasped. In front of her, there was a white unicorn that had just walked into the open door of Octavia’s room with a stunned face. Quickly, embarrassment and shock hit Trixie, still bent over with the dildo deep in her marehood.

Yet Octavia didn’t seem to be distraught. Her voice came cordially as the unicorn entered. “Oh, Vinyl, you’re home early,” she said.

Vinyl, the pony with an electric blue mane pushed down her sunglasses to reveal equally stunned reddish eyes. In this moment, Trixie didn’t know what to say, and she could only think to close her eyes and hope it was a dream before Vinyl said in her familiar DJ’s voice that many ponies in Equestria knew, “Come on, ’Tavi, why haven’t we had fun like this in a while?”

Trixie opened her eyes in confusion. Octavia’s voice came soft and ladylike behind her. “Oh, did you want to join us? There’s always room for more good fillies like yourself, Vinyl.”