Bowing Down

by Methionine

Rating: mature
Tags: Human
Length: 6642

How does a night spent pleasing Futaloo morph into a weekend alone with her? Sometimes all one has to do is ask.

There's no other pony who occupies a place in your life quite like Scootaloo. Whether it's just watching her train, giving her pointers or even just enjoying a few flicks, the filly is sure to be at your side. What started out as a simple friendship has turned into something more as Scootaloo has entered puberty, though.

You could never have guessed that you weren't the only one nursing certain feelings. Sometimes matters don't resolve themselves as we hope they will, sometimes you have to show someone you care about them, even if that means bowing down to them.

–

Featuring futa, foalcon, excessively sized genitals, excessive semen, a not-even-close-to-excessive amount of Futaloo, the dreaded second-person, cock and ball worship and some other tasty treats which are yet to come.

Originally based on an image by pfh, kind thanks go out to the kind folk at Derpibooru for their support.

Published 1970-01-01 00:00:00 UTC
Last updated 2014-02-22 18:30:04 UTC

After training special

Rainbow Dash might be her honorary big sister but that didn't mean you also couldn't be someone Scootaloo looked up to. Sure enough, where Dash tried to keep some semblance of responsibility with her, you were the cool one; the one who let her stay at your place and all because she was the sweetest thing with wings.

"Hey, didja see that? I totally nailed it!"

Puberty had hit the filly hard, leading her wings into a much larger size that could support her weight. That was followed, as soon as possible, by regular training sessions with Rainbow Dash. While it was hard to stave off a little jealousy--setting aside the utter adoration she had for Dash, you could never join her in the air--watching her smile and even laugh as she swooped and dove in the air was more than worth it. Sometimes she'd even take you out just to watch her, especially on those lazy summer evenings.

"You sure did! Next thing you know, the Wonderbolts'll be poaching you."

Landing softly, Scootaloo abashedly runs a hoof through her mane while her cheeks markedly darken. Her dark purple eyes dart this way and that before slowly dragging their way back to yours.The grin she wears betrays not a hint of the cockiness that marks her mentor.

"Nah, nah, I've got a lotta work to do before that." Catching herself, Scootaloo puffs out her chest and flicks her mane back - just like Dash. "But once I've finished training they'll have to take me on!"

The filly--for not much longer, she's becoming a young mare--trots alongside you back to a tree at the edge of the park. Chattering about the new tricks she learned she barely notices you proffering a bottle; water mixed with just a little elderflower cordial, she loved the stuff. It's when she sits back on her haunches that you nervously look to one side, busying yourself with retrieving a long, purple and black scarf. You'd bought it for Scootaloo birthday last year, after seeing her shivering in the unseasonably cool autumn air. Since then it's been impossible to keep her apart from it, always wrapped tightly around her neck.

But you can only keep your thoughts on that for so long until they inevitably turn to to the filly and what you're pointedly ignoring. Her wings weren't the only parts of her body affected by age - you'd never have guessed it before but the filly sports a pair of testicles and a penis that would make any mare blush and any stallion green with envy. Her long purple tail kept it hidden for the most part but at moments like these you had to will yourself to look away; it wouldn't be fair to take advantage of how close the two of you have grown to ogle her.

"There now!" Studiously keeping your eyes on Scootaloo's face, you wrap the scarf about her neck and let the ends fall down to... not at all cover her sheath. Still unaware of your discomfort, Scootaloo takes another drink. "Hey, Scoots, why don't we call into Ponybucks on the way home?"

Scootaloo triumphantly leaps into the air, spinning about before zipping overhead. You can't help but spare a shameful glance up to see that thick sheath and her fat, globulous balls...

You're only pulled from your stupor upon seeing her laughing back at you still standing by the tree. She loops back once, zooming past you and makes as if to fly off again but simply pulls up along side you, moving with your pace.

Dash never took her to Ponybucks, something about a filly her age not needing anything like that, stunts her growth, all that jazz. It wasn't really a bad idea, keeping her on healthy foods was what an aspiring athlete needed but you also tempered Dash's advice with your own - a little indulgence now and again never hurt anyone; doesn't Rainbow Dash visit Sugarcube Corner regularly? Sure enough she'd happily started accompanying you, sparingly of course, on days like this.

"Hey," the filly calls down quietly, suddenly, not looking at you but off through the bustle of the town, "I was thinking..." Still not looking at you, she's fussing with one of the ends of her scarf. "Think I could watch Fly Hard with you tonight?"

And just like Dash, she had an insatiable love of action flicks. The story of a rugged guardspony who finds herself having to defend a cloudscraper from gryphon invaders naturally appealed to the filly, though not something that, strictly speaking, might be appropriate for a pony her age.

"Your parents know you're staying out?" She keeps tugging at the scarf, tutting noisily.

"It's cool."

You've known her long enough to see when she's avoiding your questions but then again she's never outright lied about anything as serious either. Maybe she said she was staying out with her friends or maybe she really is allowed stay out later. In any case it'll be nice to spend some more quality time with her; you've joked once or twice about playing second-fiddle to RD and while it's clear that she'll always be the filly's idol, Scootaloo can be pretty quick to deny favouritism.

"I'm not sure if you should be watching a movie like that." Already she's getting ready to make her objections - tail flicking, jaws rolling. "If I make a big enough bowl of popcorn you could hide behind it."

"Yeah, I knew you'd want- Hey!" Scootaloo flits around in front of you, giving you the meanest look of reproach she can muster. "Hmph." That scowl suddenly melts into a grin and the filly moves in closer. "You know, I think I'd much prefer just holding on to you." She punctuates the remark by wrapping her forelegs around you and peering up to your face with that same grin. "You'd protect me, right?"

That was something else which had crept up - how much more physical she'd been getting with you. In a way, you couldn't complain; the soft hair of her coat felt pleasant to the touch and her mane was as smooth as silk. There was also the way she'd snuggle up against you on the couch which left her in the perfect position for you to lay a hand across. A hand that desperately, at times, longed to wander further down her body and stroke at a sheath that begged for attention.

Right now, though, that sheath is only a few inches from being pressed in against your stomach as Scootaloo hovers in front of you.

"Sure," you mumble, fixing her scarf about her neck, "you know I'd never let anything happen to you."

The smug grin morphs into something more sincere and the filly presses forward, nuzzling your cheek before backing off just as quickly and resuming her flight.

Ponybucks was one of those Manehatten curiosities that'd caught on all over Equestria. More varieties of coffee beans had been imported from Saddle Arabia and Zebrica, leading to more flavours and strengths of coffees being produced. More than once you'd overheard a few connoisseurs muddy the name, preferring to make their own or shop at more high-end establishments but the popularity of the business was, if nothing else, a testament to the desire for the drink.

The bell over the door of the café tinkles softly as Scootaloo pushes the door open, a wave of chatter and the sounds of percolating brews pour out from the interior. Head high, she trots right to the counter and waves a barista to herself. You stand back, smiling as she goes about ordering--a mocha grande, no less--and begins to fuss with her scarf when the barista pauses before going off to get it. The look of relief is briefly-lived as the filly turns about and sees you, quickly picking herself up upon doing so.

Chuckling to yourself, you wave down another and order a tea. That was how it happened the first time, with Scootaloo following you in and being given the wrong order. The hot chocolate had somehow gotten mixed up with another pony's but the filly had insisted that the bitterness against the creamy chocolate flavour was much more pleasant and the kick of energy was just what she needed after being worn down from training.

When the orders are up, Scootaloo takes to the air, holding her cup between her hooves and taking a large mouthful from the straw inserted, smiling widely and tipping back. You don't need to tell her to follow as you lead out, holding the door open as she passes.

"So what now?"

It's almost surprising to hear her talk, she's usually a lot more taken up with drinking down her mocha as quickly as possible. Then again, it is a pretty big cup...

"It's gettin' pretty late." Already the sun's hanging low in the sky, now more orange than blue. "Might just head home."

"Annnd?" There goes that grin again.

"And... you need to rest up."

"Sooo?" And there go her eyelids, something you haven't seen her do before.

"So... You maybe wanna swing by and we can get watching some movies?" She's close to you, almost over your head. It's the perfect position to catch a glimpse of her bits. Light brown, fat as watermelons and reaching almost to her hooves... yeah, you definitely won't complain about her staying over but tonight... tonight it's gonna be hard not to let your hands wander.

"Yeees!" Watching movies with Dash was a regular enough thing at the weekends, of course Scootaloo had to get in on that.

The rest of the way back to your home is spent trying to keep your mind off the well-endowed filly. It'd be easier when you were caught up in the movie, with her head lying against your chest, one of her forelegs across your waist, her member spilling out of its sheath so you could just reach down and stroke-

"... weekend is gonna be awesome!" Her scratchy voice is sounding scratchier than usual.

Pulled from your stupor, you glance over to see Scootaloo sipping from her cup with a wide grin and a distant, dreamy look in her eyes.

"What was that?" Did she have more shenanigans planned with her friends? It was always something with that lot, trying to find their cutie marks.

"Huh? O-oh, nothing," Scootaloo mumbles and taking another sip, she pointedly looks off from you. "Say, um... are you busy this weekend?"

You're at the door now, about to slide in the key when the question catches you off-guard. Turning about to her - the way she hovers when she's around you always leaves her exposed and while you always do your best not to look, you can't help but take in an eyeful this time. Maybe it's just your imagination playing on your hopes but you're sure you can see the tip of her member poking out of the sheath.

"Uh, no, why," you mutter, fumbling with the key before it slides into the lock and you busy yourself with opening the door.

"No reason. Just wanted to know if you're watchin' anything with Rainbow Dash or anything like that." Her voice is quiet and you don't see the small smile that begins to form on her lips.

"Nah, I've no plans yet." You say it aloud before really thinking through if you do or not. Door open, you head on in with the filly landing and following after.

"Cool... There was something I wanted to ask." Is that hesitation in her voice?

You've led her in to the living room, Scootaloo quickly climbing onto the couch while you root about to find the particular film you're after. It's as much to keep your eyes from wandering over to and over her. Not that she's ever appeared to mind whenever you've looked in the past but how much of that was just her not noticing and how much was her... maybe... enjoying it? You could never be sure but it was nice to think that she liked the attention.

"Oh yeah? Need me to time more of your laps? I know you've really been pulling out all the stops for that competition coming up," you quietly say, with more than a little pride.

There's a pause longer than you're sure is necessary for her to answer. You've found the film reel and now it's just a matter of turning around to see what she's thinking.

"No, I'm not doing laps right now, I need to focus on other stuff." It sounds like there's some shuffling coming from the couch and you can't help but look about. "But... I'm gonna have the house to myself this weekend and I was kinda sorta wondering if-maybe-you'd-like-to-stay-because-it's-kinda-lonely-by-myself." It all comes out from the filly in a blurted rush and you're barely able to pick out what she says.

The sight of her lying on her back with her wings spread out under her, sheath perfectly on view not to mention her tail drooping off the couch and doing nothing to cover her balls, is enough to leave you momentarily speechless. Thankfully Scootaloo doesn't notice, so caught as she is in fiddling with the ends of her scarf again. It also gives you a chance to work out just what she said.

Staying over? The Weekend? With her parents away... It's the kind of scenario that's a recipe for disaster.

"Scoots, did you ask your folks about this." You try to keep the suspicion out of your voice, try to just concentrate on her face, on those pretty purple eyes and mane.

"They know I'll only have a couple of friends over, they don't mind." She's more mumbling it into her scarf than saying it to you. And it's true enough, in a sense. She does consider you one of her friends, like Rainbow Dash and the girls. Besides, would there be any real harm?

"Alright, look, I'll think about it," you absently say and though the non-commital tone leaves her with something of a pout you really can't promise any more than that. "You still like plenty of butter on your popcorn, right? Just remember not to tell Dash."

Catching your hand in her hoof as you pass, Scootaloo gives you a sincere smile. Her purple eyes shine in the low light and you find yourself smiling back at her.

"Thanks. And... it's okay if you really can't come over." Scootaloo's smile never changes when she says that, still as sweet.

Your eyes can't help themselves, wandering down her orange coat and over that thick, brown sheath and balls... The way her hind legs are stretched out frames them perfectly, too. So it's with some disappointment that you give her hoof a squeeze and make your way to the kitchen.

Pinkie had insisted you take her own brand of popcorn, emblazoned with her face on the front of the packet proclaiming the kernels to be pink with a light candy flavouring. That mare must have found some way to inject sugar into even the most boring, savoury dishes possible. You get some butter melting alongside it; a large slab, considering how Dash has been with you and Scootaloo lately, making sure to keep the filly off it.

The corn's popping nicely but you're sure you hear something over it, a sound like Scootaloo grunting. She's probably turning herself over on the couch, tired muscles crying out for rest as well as some of her larger parts proving heavy... full...

"Crap!" Scootaloo, popcorn and a comfy couch but in all that you've forgotten to even set up the projector. With a little luck you can get it done before the popcorn is finished.

Darting into the living room, you make a dash for the Fly Hard reel, only to catch something from the corner of your eye - had you any idea what it was you might've turned about slower, given her at least some time to grab a cushion and cover herself but instead you spin about.

Lying there on the couch is still Scootaloo, alright, but she's on her back with her hind legs spread wide and a hoof still caught on her cock while the other is pressed tightly to her mouth. The massive organ is practically drooling precum over her chest, twitching lightly and more intensely when you get up and walk over to her on shaking legs.

"Scoot? Wh-... What's... What're you doing?"

Pulling the hoof from her cock, she stares at the long line of pre coating it with wide, fearful eyes before turning them back on you.

"I... I..." She turns about, smearing more of her secretions on the couch. "Um... I-I..."

"Calm down." Even if your arm is shaking, you hope she doesn't notice when you reach over to touch her withers. "It's... it's okay, just breath."

"I'm sorry," Scootaloo blurts out suddenly, thrusting a hoof out to catch your arm, "I didn't mean to! I was just really hot and I started thinking of you coming over and maybe spending the night with me and I couldn't get it down so I thought maybe if I just gave it a little rub it might help but then I couldn't stop thinking about you and... and..." Out of steam, she pauses to heave for breath, eyes still not budging from yours. "And then you walked in and..." Her eyes start watering at the edges, the hoof at your arm slowly withdraws. "And now y-you're gonna hate me."

Immediately you snatch her hoof and hold it tightly, ignoring her gasp of surprise.

"I do not hate you!"

"Why not? I'm just... j-just a freak!" That was it. You'd heard a few other fillies and colts tease her for her extra parts but at least the adults had the good sense and tact not to mention it.

"Don't you ever say that again!" You've got both her forelegs in your hands, ready to pull her into a hug. "You're not a freak, Scoots."

"But-"

"I don't wanna hear it! Does Rainbow Dash think you're a freak?" Scootaloo just looks down, her tearful eyes falling shut. "She doesn't, does she?" A shake of the head. "Exactly. Neither do I. Scoot... you... Jesus, I really shouldn't be saying this." It's for her, you have to."You are the prettiest filly I know. No, scratch that, you're the most beautiful pony I know. Even Rainbow Dash can't hold a candle to you."

None of it is a lie, there wasn't another pony who had captured your thoughts quite like she. If this was the moment you had to tell her then it'd be worth it, if it meant she didn't have to be afraid of the jibes of her peers.

Thinking through that as you are, you barely notice Scootaloo wiping her eyes with her clean hoof.

"You... You really think I'm beautiful?"

Her smile returns somewhat at the sight of your own and you stroke one of her hooves with a thumb. "I wouldn't say it if I didn't believe every word-"

You're cut off by the filly lunging at you, wrapping her forelegs tightly about your chest and burying her head in against your neck. If you had more presence of mind you might say something about the thick, hard organ poking you in the abdomen but right now all you can concentrate on is the delicate scent of her mane, how soft her coat feels and, thankfully, how the sobs that had started are sounding more like laughter.

"Thank you," she whispers, nuzzling your neck, "thank you, so much."

Her wings flutter lightly when she sits back and unlike any other time before, you've a clear view of her member as it bobs lightly against her stomach. You noisily clear your throat and struggle to keep your composure as you wave a hand at it.

"So... what was all this about?"

The filly looks down, her cock giving another twitch at the sight of your hand being so close.

"Um... I-I was thinking about you."

You can't help but chuckle lightly, gently reaching out to re-affix her scarf.

"So you said. Must've been some nice thoughts." You've already opened up about what you think about her, you may as well go the whole way. "Do you... need some help, Scoots?"

Her face, already turning pink at her admission, flushes at those words. It's enough to draw a small blush from you - what must she be thinking?

"You mean it?" Her wings snap out in excitement, though you're sure a part of it is her mind conjuring up images of what that 'help' must entail.

"Those hooves can't feel as good as hands, right?" You hold one up, wiggling the fingers and Scootaloo gasps. "I just want to show you how much you mean to me."

The filly nods, staring at you. "So, what do I do?"

"Just lie on your back like you were doing." Scootaloo slowly turns herself back around and lies down on the couch with her wings splayed out. At her quizzical look you nod. "Now just relax, I'll take care of everything."

"What do you- Oooh!"

Judging by that moan she wasn't expecting you to heft up one of her balls nor to give it a light squeeze but also it to feel so good. It feels a lot softer than you previously imagined but also full... your mind races with thoughts of what one of her orgasms must be like. The scent from her body is rich and thick with musk, it almost draws you right in against her massive balls. Almost, until you take the other in your hand and gently undulate the two together, Scootaloo's legs quivering as she lets out a shaky groan.

At that point you can't hold off and simply lower your face in to lay a long lick across the length of those fat testicles. One hand still rubbing them, Scootaloo can only whimper and stroke her cock. There's a fine sheen of saliva left in the wake of your tongue but it only covers a small line, so much more of her deserves attention. It starts with a kiss, soft and sweet and just about touching against the sensitive skin. The filly gasps above you.

"Please! Keep doing that!" It comes out amidst a ragged groan, one of her hooves rubbing against the arm of the couch.

Never having been this close before, you could never have appreciated the way the veins on her balls bulge out, the massive organs struggling to contain what was within. Each gentle kiss must be slowly breaking down that barrier, especially since she's lightly thrusting into her hoof as you continue on. You take it slow with each one, letting your lips slowly part against her balls, giving a few gentle swipes of your tongue and then just as slowly pulling back up - but once you quickly dive back in to peck at her.

They're still bone dry and while it's tempting to lick every last inch, you have another idea for how you might get more saliva on. Lapping at the palms of your hands, Scootaloo looks down between her legs quizzically. You ignore her in favour of concentrating on what you're doing. When you've liberally coating your palms in saliva, you gently press them down and against Scootaloo's testicles and begin to rub. Not in fierce, quick strokes but gentle motions, forwards and back. It's more of a massage, really and you make a note to secure some oil for future.

Future? Would there be future encounters? Absolutely, you realise, you'd never get your fill of these delicious things today.

Every bump is palpable to your hands, every throb from her cock can be felt. When you sweep your hands up close to the base of it, she gasps and when you make short round strokes there are smaller gasps, punctuated by little whimpers. But even if her balls are looking shinier with your saliva, it's hard to keep your lips off them for long and just as it looks like they're covered you lean back in for another taste.

Hefting the heavy things back up, you start to inch your way down between them. The smooth skin is punctuated by a vein here and there and you pause briefly to lap, making the filly gasp and grunt, bucking her hips with each little flick of your tongue. But down you go, further until you catch sight of a tight little ring under her tail. Maybe later... For now, you take a few quick swipes at her taint and then proceed back up.

But it's hard to stay on track, especially when it's so easy to just take one of them in your hand and press it against your mouth, sucking on it. It's far too large to actually fit in but lapping over it and sucking as much as possible is enjoyable in its own right, especially watching the way Scootaloo shivers again. You've got a target in mind, though and so you move on up until you reach the base of her cock.

There's a pool of precum on her chest that's dribbling off to either side but both of you are too far gone to care about the mess.

"Aren't... Aren't you gonna go on?" She's gazing down at you with an adorable look in her eyes that just begs you to continue.

"You've already put a lot out, Scoots. How long has it been since you last got off?" The filly whimpers, looking off from you and blushing. "That long, huh? Don't worry, I'll take care of you."

It starts with just the tip of your tongue, lightly pressed to her cock; the massive organ bulges as obscenely as her balls and continues to twitch and throb under your attention. And you make sure to tease her as much as you can, only running the tip of your tongue along the shaft and even then doing so at at agonisingly slow pace. The salty, musky taste of the pre she's wiped along it makes you want to dive onto it and suck her dry but... this way is far better. It's left her gripping the sides of the couch so tightly it looks like it's about to rip.

Along over every throbbing vein and her thick, bulging medial ring your tongue drags. You can't stop your own groan, one of your hands reaching down to idly fondle one of her balls. Every inch is an inch closer to the flared head and as you finally reach it, you stop licking with a sharp flick of your tongue against it making the filly cry out and buck her hips into the air. A few globs of pre land just under your lips and you lick them off, eager to get more of that taste on your tongue.

So you finish off by leaning down again, this time to press your tongue against one side of the head of her cock. Scootaloo gasps loudly, a hoof slipping down onto your head. From there it's one, long smooth motion of your tongue to lick clean the thick globs of pre that form. Finishing off with a kiss, you look up to see Scootaloo's tongue hanging from her mouth as she struggles not to groan. There's one way you know how to force it out of her.

Hovering back over the base of her penis, you lean in and wrap your lips around as much of it as you can, forming a tight seal and sucking hard. Your other hand immediately wraps around the head of her cock, grinding your palm against it and making her thrust her hips forward again and hold them there as your hand is liberally smeared with her pre. Now the time is right for you to start moving up, keeping your lips tightly wrapped around the shaft of her cock while you continue sucking and using your thumb to roll back and forth on the tip.

The light, rhythmic squeezes you deliver to her balls are what drive an ever thicker flow of pre from her, you're sure. It's not your tongue lathering saliva against her, not your lips that suck and squeeze the shaft, not your hand that works her cock like you're veritably milking the stuff from her...

You can't help but pause on the sensitive medial ring, running your tongue over and back on it, sucking as tightly as you can with your lips pursed on it. Scootaloo thrusts futilely into the air, a few strands of pre falling on her face and the arm of the couch while you continue to get as much out of her as you can. Her balls must be aching by now, no thanks to a hand that squeezes and strokes them, rolling around in wide circles and letting your fingers sink in to the fat things.

When your lips reach the head of her cock you just open your mouth and slide the massive thing in with a loud pop. There's barely enough room but you use both your hands on her balls now, squeezing and stroking, massaging them for all you're worth. The filly gasps and moans above you, rolling her hips back and forth, desperately trying to stuff more of that organ into you.

It lasts only until you've a mouthful of her pre, enough to let her cock pop free and you to look down at her as she looks up. You swallow in one gulp and Scootaloo's eyes bulge.

"Now, let's get you off."

The filly looks down at you with wide, expectant eyes; it's followed up with a gasp of surprise as you gently push her up along the couch and lie into the spot she was occupying. At this vantage, you're sort of lying lengthways on it with her hind legs over your shoulders, spread wide. Scootaloo's chest rises and falls with a speed and rhythm that does as much to excite you as the fat, throbbing member below.

"If I go too far, just stop me. We're not gonna do anything you don't want to, okay?" She nods once, smiling her sweet, kind smile. "Now I want you to relax and enjoy this."

Hands on her legs, you stroke back and forth while softly exhaling over her cock and balls. You've already gotten her pretty worked up but there's nothing wrong in keeping that going. The filly's breath comes in fits and starts every time your hands shift in closer to her thighs, her soft-coated legs twitching open when you slide your palms in close. There's little need for you to gently part her legs but you still go through the motion of doing so.

Scotaloo's still watching you intently, her purple eyes falling shut as you lean back in to gently kiss the underside of her balls. And then again, further up, leading a trail of little kisses just as you've done before. This time, however, you pause with each and gently suck on the sensitive skin, nibbling as softly as you can on the base of her penis and drawing a breathy gasp from her. The kisses turn to licks, your tongue flicking fleetingly across her rock-hard member, drawing every more globs of pre from the tip.

Still moving up, you push your hands down over her stomach, barely able to wrap the two of them around her cock and give it a hard squeeze. The filly bucks her hips into your grip, spattering more pre across her face in doing so. You're already lapping at her abdomen, though, licking up the pool of precum that's formed there. Her musk is so strong you're near drunk on it but you've enough lucidity left to at least keep moving your hands down further until they're gripping her balls. They go down, your mouth moves up, over her heaving chest; you're in just the right place to catch another strand of pre as you give her aching balls another gentle squeeze.

With your legs pressed to hers, your jeans now wet with her arousal, she has to be able to feel yours. And sure enough, when you press yourself down onto her, Scootaloo gasps and looks into your eyes; you nod and move up the last few inches, closing them with a kiss upon those impossibly soft, unbearably sweet lips. You're still stroking and massaging her balls, still teasing her mercilessly and between that and the kiss you can't stop, the filly tries to gasp around your lips.

"Having fun," you whisper.

"Mmph!" It's about the best you could hope from her, followed by, "nngh-ha!" When you grind yourself on her cock.

It begins by moving your hands back up her body, gently taking hold of her withers and pulling her around, still holding the kiss, until she's atop you. Now she's the one grinding into you, one of your hands on her rump, pushing her harder while the other continues to knead and squeeze her balls. Your shirts practically dripping with her pre but you're far beyond caring, getting the filly into a gentle rocking motion against you as she whimpers and groans.

It's unclear which one of you does it, maybe it was you pushing her or maybe she had a sudden burst of bravado but Scootaloo starts to slowly walk herself up along you. You kiss her chin, her neck, her chest... all until the tip of her cock comes bobbing into view, drooling pre onto your waiting lips. You grunt, shoving your hands around her buttocks and grabbing hold of her balls, giving a harder squeeze than before and making her jump, thrusting forward. Her cock passes by your head to rub into the arm of the couch that Scootaloo now hangs over.

"C'mon," you mumble, rolling your hands over her pendulous testicles and lapping at the shaft of her penis. Each swipe of your tongue and press of your lips brings another sharp tang of her precum, as hot as the rest of her body. Surrounded on all sides, you can't hear what she might be saying, if she's even capable of forming words.

One of Scootaloo's hooves comes in between your legs, rubbing at your crotch and you take a hold of it, stroking back and forth. She's really pushing things...

Two can play at that game, though, so you flip her onto her side amidst a squeak and start lathering her cock back up with saliva. You can't fit a hand around the massive organ but you can at least hold it out from her stomach to get your tongue all over, lubing it all up. The other hand can't just can't keep itself from her balls, rolling them back and forth against her body. It's more accident than anything else that sees her cock slip between your lips, at least as much as it can. The flared head just about fits in and leaves your mouth already full.

But that doesn't matter because now you've got the direct source of her pre dribbling plenty over your tongue; more again when you give her balls another squeeze, freeing up your other hand to start massaging again. The filly's squeaking and moaning now, thrusting her hips and doing not much more than pressing your head against the back of the couch. Her hoof grinds against you but you can't make a sound, part by being so intent on the cock jammed in your mouth and part being no way to make a sound around it.

"Th-That's it! K-Keep-keep going!"

But you've already gotten another mouthful of her pre and you can barely pull her cock out of you before the head fully swells up, Scootaloo's body shivering. You dive back down, nibbling at her penis but this time moving up while doing so. One hand stroking her, the other kneading her balls, it can't be that much longer before she's finished. But you still want to draw this out, make her enjoy it as much as possible, make this an evening to remember.

Around again, you turn her, until she's back on her back. Licking your lips at the most delicious sight before you, your hands get back to work, stroking and squeezing at her cock. You suck at her medial ring, roll your thumb around on the tip of her cock while stroking your fingers up and down and using your other hand to roll her balls back and forth against herself. Not even able to hold you in place, one of Scootaloo's hooves lies hanging off the couch while the other holds on to the arm.

"I... I c-can't hold it!"

With those words you dive your face back in against her balls and hold her cock up; licking this way and that, stroking her with every last drop of strength you have left to spare you can feel the filly's body start to tense up. Her cock throes, twitching with so strongly that you can barely hold onto it; precum flows down the shaft, liberally coating your fingers and Scootaloo's gasps rise in pitch and frequency.

It lasts only a matter of seconds but it feels far longer with your mouth full of her taste and your desperate effort to push her over the edge into orgasm wearing you out. The first time her cock twitches after that you're barely able to keep your grip - you look up just in time to see a long strand of cum shoot from her cock, splashing against an adjacent chair. Scootaloo howls, thrusting her hips forward and pulling her member free of your grasp. You can only hold onto her balls and continue licking and sucking at them as she finally cums.

Each throb of that thick penis, every twitch is met with a buck of her hips and another shot of semen marking herself, the couch or the chair. You're determined to milk her dry, though, who knows how long she's had this all pent up? Scootaloo seems just as intent, grunting your name in between cries of pleasure.

A wicked idea takes hold of you suddenly and you reach up, quickly running a finger over the edge of her urethra, drawing another yelp from the filly and a thicker glob of semen to splatter against your palm. Lying against her thigh, you lazily continue to lap at her balls and the base of her cock between cleaning your palm off; the taste of her emissions is far, far stronger with her musk, enough to move you up along her stomach and lap at the tip of her still twitching cock.

The chair is ruined and the ground between it and the couch is coated in her semen, your face hasn't fared much better after you moved back up and Scootaloo, too is slathered in it.

As her orgasm winds down, you continue to stroke her cock, drawing a few more gasps and thrusts from her until finally it slowly starts to soften. Scootaloo is holding onto you, a tired grin plastered on her face and you can't help but the lean in and kiss her again.

"That... That..." She's breathless, stopping to come up with the right words.

"Awesome?"

"Awesome." She nods, nuzzling against your cheek.

Your hand is stuck somewhere in her mane, gently stroking it.

"You know you ruined my living room, right?" She nods against you again. "I'll make you a deal: help me clean up and I'll spend the weekend with you."

Scootaloo just smiles. Might as well get some practise in for the inevitable cleanups to come.