Chicken Pot Pie

by LocalWriteDrone

Rating: mature
Tags: Comedy, Romance
Length: 6889

CLOPFIC: Pinkie feels uneasy after the grand Birthiversary party, and finds herself meeting up with the only other Party Pony in Equestria for one last hoorah.

Alright, first off this is reuploaded, sorry to you guys that favorited it and lost it. The version I posted was ripped straight from the threads I wrote it on and I just really disliked rereading it. I'm going to release the story as chapters to break up the eighteen pages of content, I'm editing the content further as well to fix some pacing issues. I'm not going to bother with a story description here as the shorty already gives the gist and it's better to just jump in.

This is a clopfic and contains foodplay, it's messy and lewd. If you aren't down to clown with that, I apologize. If you are down to clown but this doesn't leave you satisfied, please let me know why or why not as I aim to please.

FUN FACT: This story was originally written for an imageboard requesting something steamy with Cheese. I was extremely ill with the flu and was high on cold medicine at 3 am when I started and got the first few pages done. Those lovely, horny pals kept this thread alive for four days and nights where I kept adding more and more to this smutty tale until I had eighteen pages of pure pony pleasure added up.

CHALLENGE MODE: Anyone who guesses correctly gets a story request or art request done, no questions asked if you can answer this correctly:
During which parts of the story was I high on cold medicine and sleep deprived and at which parts was I in my own head?

Published 1970-01-01 00:00:00 UTC
Last updated 2014-04-16 04:27:26 UTC

1: The Evening After

  It was all in all a wonderful night, the pink mare literally bounced into her bed at the top floor of Sugarcube Corner, where her room was still a mess from dragging all of her assorted knickknacks for the Goof-off earlier that day. She really pulled all the stops, and was practically shivering with joy at the recollection of Dash's face during the event. Particularly special for her was that it wasn't just one of her best friend's Birthiversary, but the very first co-party she's ever organized!

  "Woo! It'll be a while before I can throw together one quite as spectacular as tonight's, what a perfect party!" Pinkie spoke to the ceiling, her mind already abuzz with whatever hoedown or shindig she could make an excuse to throw the next day. She spent the whole evening laughing with her best friends until Dash passed out from too much cider, leaving Twilight to levitate her back home. There was still a rosy glow to Pinkie's cheeks, having had more than her normal share of the sweet cider herself. AJ had completely outdone herself, providing barrel after barrel of the stuff for her pegasus friend.

  Then a slight wave of melancholy washed over the pink pony.

  It was a wonderful party, and she had all her friends together, but at the same time there was something amiss. Did she forget to make sure there were as many blue balloons to go with the pink ones earlier? No. Did she mix the third and forth layer of the quintuple layered cake? That wasn't quite it either. Still, a strange tingling of regret had mozied its way into the pony's head and she sat up, throwing the blanket off of her to ponder.

  "I got to spend the evening with Rainbow Dash. I danced with Twilight, I drank with Rarity, I hoof wrassled AJ, I... fluttered with Fluttershy. What did I forget?"

  Pinkie slid out of bed, slipping on the banana peel she hilariously left by the bedside earlier and getting back onto her hooves began to pace.

  "I had a chocolate syrup chugging contest with Derpy, I listened to Octavia's newest medley, I wrote a letter to Celestia, I played Charades with Gummy... Why could it be?"

  A perplexing predicament for the party pony, perhaps the perfect party wasn't performed to perfection? If she were Twilight she would have had a checklist ready, but in her head she knew that everything on her mental 'Pinkie Patented Perfect Party Parcel' was checked off, so this should be the part where she falls asleep happy and ready to bring more smiles tomorrow. Maybe it was-

  "Twitch-a-twitch!", a shiver bolted down Pinkie's spine and rebounded off her tail, sending it shivering before her whole body immediately arched towards the window like an arrow.

  "My Pinkie Sense has never done this before!" Pinkie stammered as she began to effectively vibrate to her window and then trip and fall out of it. Luckily, her plastic beach ball (for ball related emergencies) was there to squeak as it caught her fall. Another shiver down the mare and her tail was now serving as an arrow, pointing towards the bridge of Ponyville. Always the first to rely on instinct, Pinkie half-bounced, half-twitched her way forward.

  It was late in the evening as she passed Twilight's library(the librarian's light was still on in the top floor, probably reading), the old Quill and Sofa shop, the Lotus Sisters' Spa, and finally the mess of shops died into the occasional house on the outskirts as the bridge between Ponyville and beyond lay beyond the horizon.

  Her tail erratically jabbed at the bridge one last time, giving Pinkie all the incentive she needed to take a bound forward with all the grace of a showmare, only to trip over something rubber and... boneless, tumbling six times before falling flat on her stomach right at the edge of the bridge where a shadowy figure stood at the opposite corner.

  "Miss Pie." a gruff voice addressed her, the small flare of a streamer sounding towards the end.

  Clop. Clop.

  The figure walked over, draped in tan leather and a black cowboy hat, before offering his hoof to the pink pony. Not bothering to take it, Pinkie's face developed into a wide grin.

"Oh! Cheese! Party Pony! It all makes sense now! See, I was sitting after the party and I felt I was forgetting something but I drank with Dash, danced with Twilight, wrassled AJ, fluttered with Fluttershy, but felt like I forgot something but thought I was just being forgetful then I started twitching andfelloutthewindowbutlandedonaballanditturnsoutIthinkInevergottosaygoodbyeandthat'sprobablywhyI'mhere! Deep breath!" Pinkie motored off, leaping back to her feet.

  "What a coincidence, I also felt my Cheese sense drag me back here even though I was en route to Manehatten, guess I needed to tie up loose ends."

  "A proper party pony parting?" Pinkie asked, Cheese nodded, and with a flick of his neck sent his hat into the river with a loud splash followed by the cloak. Cheese took a step towards the rosy pony, then another until he stood right before her, frazzled ponyfro whipping in the wind.

  "Wait, this isn't-" Pinkie began, about to take a step backwards only for Cheese to lean forward, muzzle close to hers, the strong scent of musky Parmesan greeting her nostrils.

  "Pinkie..." Cheese said, voice steady and frighteningly serious. Pupils wide all Pinkie could do was nod slowly as the impact smacked her.

Splat!

  "-Pie!" Cheese laughed hysterically as the banana cream soaked into Pinkie's face, tin foil bending from the impact of the pie. Pinkie broke into laughter of her own as she grabbed his front hoof in turn, setting off an old joy buzzer.

  His afro now even further frazzled that before, Cheese threw a hoof around the smaller mare's neck and started walking her across the bridge.

  "It's so good you came by, I don't really wanna leave Ponyville right away anyways, c'mon, I'll show you my place, it'll straight up blow your mind! - Watch out for those slinkies, I got a bit antsy waiting earlier."

  It wasn't a long walk before the two had arrived at what Pinkie assumed to be Cheese's personal party shack. The Party Tank parked beside it seemed indication enough; it was on wheels, one larger than the others and was painted with an array of bizarre patterns and optical illusions, a ring of hula hoops was tied by the door, and a tuba seemed to be halfway embedded into the roof, the grass around it was littered with confetti, soda bottles, cheese, mice eating cheese, and a copy of 'Everything You Wanted to know about Parties but are Too Afraid to Ask".

  Cheese gave three knocks on the door before answering, "Come on in!" and thanking himself for the invitation as he kicked the door open. The door instead fell flat-forward with a loud thud.

  "Oh silly me, I forgot to put the hinges on. C'mon in, I have some kiwi and Tabasco punch that'll make your tastebuds explode!" Cheese emphasized as Pinkie got a good look at his abode. It wasn't large but it definitely had its characters, pots of paint were scattered about where he had painted the walls with stripes and swirls, with photographs of prior planned parties plastered on the wall. Pinkie could have sworn saw another unframed photograph that looked very familiar, but it was quickly snatched by Cheese and slipped into a bright yellow workbench before she could inspect it. On the workbench lay hammers, screwdrivers, streamers, no less than seven wheels of extravagant cheeses, an actual wheel painted to look like cheese, and a garbage bin so overfilled it looked more like a garbage corner. A hammock sat in the opposite corner, weighed down with sketchbooks and masks ranging from absurdly silly to slightly creepy to slightly silly to absurdly creepy.

  "Wow! This place is... awesome!" Pinkie giggled, plopping onto the hammock.

"I'm glad you think so, because I think so," Cheese said, handing her a wooden mug filled with the punch. She took a deep sip, it was a perfect mix of the tangy sweetness of kiwi and the powerful zest of tobasco, she'd have to get the recipe. Cheese sat across from her after grabbing a nearby stool. It was missing a leg but Cheese's equilibrium was nothing to sneeze at, he wobbled with ease.

Leaning the stool backwards he poured himself a cup too, this one a plastic container reading "I <3 Mondays" with a twisting bendy straw that swirled into the shape of a pretzel. He raised his mug.

"A toast (the toaster by the workbench let out a ding) to the party pony that inspired my life's work." Cheese said, and with a shy giggle the two cups clacked together, some of the greenish-red fluid spilling onto the floor before they both took a long gulp.

"Wow, I was always wanting to get to talk one on one with you, I haven't been back to Ponyville since I was a colt, I really wanna mark this occasion the best way I know how."

  Pinkie tilted her head to the side as she leaned back in the hammock against the wall, the paint was still wet behind her.

"The biggest party in Ponyville is a pretty big occasion, what could possibly be more funciting than that?"

  "Oh, I can think of one thing, close your eyes and wait just a few moments..."

  "Oh wow, Cheese, I had no idea this is what you had in mind,", Pinkie panted, face flushed, "I hadn't played a game like this since I was a filly!"

  Cheese was also out of breath, chest heaving in and out, "Well, when you're with Cheese, I aim to please! Ha, I totally just made that up right now. Right hind hoof on Lemon Yellow and we're adding another plate!"

  The two were coiled over the only plastic mat, Pinkie tucked beneath the stallion, hooves tangled up in a way that would be painful for any other pair of ponies. The mat was not a rainbow, just sixty different shades of yellow, including sunflower yellow, yellow orange, banana yellow, sunny yellow, and mellow yellow. To further partify this party game, both were spinning plates atop their muzzles on sticks, Pinkie taking extra care to not smack her plate into Cheese's throat above her.

  "Psh, I was the champion at this when I was a filly, you're on!" Pinkie cried, deftly slipping her hind hoof around Cheese's and just barely reaching the spot without dropping the plate.

  "I see, but are you prepared for the ultimate challenge!?" Cheese laughed with a touch of mania before pulling a curious rope with his teeth, catching his falling plate with his rump after it slid down his back. The room began to vibrate, pots and tools falling to the floor as the Shake-o-Meter installed in the foundations of the wagon (a party prerequisite for those not in the know) began to violently shake it.

  Pinkie and Cheese just laughed as the plates fell and shattered as they both lost their balance and found themselves rolling around the shack, tumbling over each other until the indoor quake ended, leaving Pinkie tucked under the stallion who was using one hoof to keep from crushing the smaller mare.

There was a pause as Pinkie lay flat on her back, the weight of Cheese pressing lightly on her except for where his hoof was holding him up They were both mussed with sweat from the games, and Pinkie could only grin awkwardly as her face went pinker than usual. There was just the sound of the two breathing for a moment, surrounded by broken plates, splashes of paint, and the strong scent of cheddar and Monterrey jack, until Cheese spoke for the first time without a trace of goofiness in his voice.

"Pinkie, I hope this isn't... too weird.", and he kissed her.

2: Cheese's Place (NSFW)

It was an unusual and new experience, but Pinkie felt no urge to shove him off, letting the stallion explore her mouth. He was curiously gentle despite his outrageous personality, his breath tangy and sharp in contrast to Pinkie's more sugary taste. Eyes wide, Pinkie paused before wrapped her hooves around Cheese's neck, rustling his afro before pulling him in closer. Cheese dropped the hoof holding him up, tangling himself into the pile of Pinkie, taking her mouth deep into his own. He sent a curious tongue inside, soon greeted by Pinkie's own.

The two tongues had a small fight for dominance, sliding around each other as Cheese pulled her closer in, a bit of drool dribbling from Pinkie's mouth as the two continued their kiss. Pinkie pulled him tighter, sliding her tongue across the roof of his mouth before pulling back for breath, breaking the kiss with a long trail of mixed saliva separating their tongues before splattering against the chest of the mare, her fur already mottled and messy from the paint she soaked against before. Bits of blue and pink paint was now mixing into Cheese's coat as well, with the occasional streamer now stuck on the two ponies.

Before he could catch his breath completely, Pinkie had already practically smacked her face against his own for another deep kiss. The scent of paints and cheese was beginning to fade away into the scent of their bodies, sticky from sweat and all the scattered party tools that were collecting in their hair. Pinkie's ear twitched as she felt Cheese's hoof glide past her mane, stroking past her neck and kneading into her back. Reflexively her back arched, baring down onto Cheese, a low moan escaping her lips before his tongue continued its invasion.

Pinkie could feel her body beginning to heat up as air became harder to draw through the kisses and her own senses flaring. She felt dizzy, only to be jabbed back to the present as she was tossed backwards, sitting on her hind legs as Cheese leaned forward, still pressing his tongue down her throat, each connection sending another jolt of excitement through the mare.

Cheese kept his hooves around her back, drawing her forward, hind-legs spread onto his open lap. A deep pressure was building in Pinkie's chest, spreading to a sense of butterflies in her gut and an intense heat in her nethers. Her cry of surprise was blocked by the tongue in her throat when she felt the rising of flesh press against her own sex as Cheese continued to press her against him.

  Pinkie was initially unsure how to respond as she felt the hardening shaft of her partner rubbing past her thigh, but her tongue was too tied to voice anything beyond a surprised grunt when Cheese moved his hooves down her back to right above her rump, pressing her against him.

   The pillar of flesh pressed against Pinkie's marehood, already burning hot and sensitive to the touch. The flare rested at Pinkie's belly, the pressure of Cheese's cock against her was starting to spread her open, her second lips enveloping the bottom of his shaft, soaking it. She could feel her rump held along against his shaft, his balls thick and warm. Countless ripples of heat danced through her body as she finally freed her mouth from his to cry out. Her eyes had started watering and her tongue dangled limply from her mouth.

  "Pinkie..."

  "Yes?"

  "Take a look at us.”

  She glazed down and took herself in. Her fur soaked in colorful paint and damp with sweat, trails of drool that have decorated her puffed chest that continued down her stomach, down to  where her own sex lay caressing the cock of her partner. Soaking wet and dirty, her marehood pressed against the twitching shaft of her partner, which was wet with his own precum, small trails of it leaking onto her tummy.

It was a whole new experience for the mare. Her face was burning up, a whole mess of potential energy waiting to be released. She gave a small cry and bit into Cheese's neck, holding tightly around his back. Cheese gave a small reassuring smile through pants, patting her rump before pressing forward.

  There was a smooth friction to the motion as Cheese's cock slid forward, curving up and grinding against Pinkie. Every bump and twitch only further intensified the sensation, Pinkie's juices dripping down his shaft and soaking his balls. Pinkie bit deeper into Cheese, slightly breaking skin with the small inaudible moan during every bump. Cheese never expected her to be this sensitive, but it was still quite a treat. He slid back down her, this time relieving the pressure of his body to let his erect cock rest right before the pony's entrance. Temptation struck fierce to jam it in and decorate her from inside, but Cheese withdrew the notion.

  A party isn't a party without build-up. Giving her pussy one small prod he backed up, leaving his cock to drag across another puddle of paint as he lay before the spreadeagled pony, her teeth still pressing into his neck.

  "Hey Pink, I got a treat for you."

  She released her clamp on his neck, noticing the bit of blood she drew. She immediately felt bad for it but was interrupted by the sound of shuffling. Cheese had grabbed a sack by his workbench and was casually digging through it. Pinkie felt a wave of self awareness strike as she lay before this stallion, spread legged, messy, and above all else desperate and felt her eyes meeting with Cheese's erection. Would it be alright to just-no, patience makes perfection.

'Think like a party, think like a party...'

"Okay, now this is gonna be awesome," Cheese said, holding something in the bag but out of Pinkie's sight, "I need you to close your eyes and open your mouth.

"Wait, what?"

"C'mon, don't you trust me," Cheese grinned, Pinkie paused and clamped her eyes shut, opening her mouth a bit.

"Nope, more than that, stick that tongue out," Cheese said, it was impossible for her to tell but she had a feeling Cheese was picking on her. Regardless, she was too far gone to listen to silly concepts like personal judgement right now. She opened her mouth till her jaw began to ache, tongue hanging out. She was still drooling, her lips wet with both her and Cheese's saliva.

"Lakk dis?"

"Rightaroni," Cheese replied, the sound of tin tapping could be heard, followed by a loud fizzing noise right in front of Pinkie's tongue. Before she could react a rush of a sweet, creamy substance filled her mouth.

"Mm! That's... the whipped cream from the bakery?"

"You bet, I bought a few things on the side while I was prepping your pal's party. Now keep that mouth open."

Another dallop of whipped cream was dispensed into her mouth, but a grunt from Cheese stopped her from swallowing. The sound of objects shuffling was heard yet again this time as a thicker substance was drizzled over the whipped cream. Pinkie immediately recognized it as caramel sauce and... chocolate syrup?

"Okay! Now one more thing...", there was a small 'plop' as a cherry was set on top and Cheese used his hooves to close her mouth. She was overflowing to the point that a good spot of whipped cream slid down and trailed to her tummy.

"Mm! That's delicious!" Pinkie chimed, hesitantly peeking with one eye open. Cheese didn't seem to mind, he leaned forward and casually licked off a bit of cream off her cheek.

  "Now here's where things get really fun!"

The tone of his voice was worryingly mischievous, but curiosity was always one of Pinkie weaknesses, so she watched curiously as Cheese poured a bit of caramel syrup over his hoof, not seeming to mind any of the excess that was dribbling onto the floor. He held his hoof  over Pinkie's head, a few drops sticking to the poof of her mane.

  "Well, go on, help yourself!" Cheese grinned, and a bit confused, Pinkie raised her head and tenderly licked at his hoof, the syrup spreading on her tongue. It was extremely sugary to the point that any pony that wasn't Pinkie would've gagged. But above all else, it was delectably sweet, and went perfect with a very sweet evening. Pinkie wrapped her hooves around his limb and starting halfway down licked up his hoof, smearing the caramel across her tongue and further mottling his fur with more of her saliva. She circled her tongue around the pad of his hoof for any excess, something which drew a chuckle from Cheese, tickling, possibly?

She didn't have time to think any further, as Cheese had already withdrew his hoof. A small bout of disappointment hit the mare, she was always game for sweets a there was something intimate about 'sharing' in such a way. Her thoughts were quickly distracted by Cheese's voice again.

  "Do you want some more? Lean closer."

  Making sure Pinkie was watching intently, he grabbed for the whipped cream again, dispensing a fine line from his neck down to his chest. He sat back on his hindlegs, matching Pinkie perfectly, still completely erect.

  If there was one thing Pinkie could pick up on quickly, it's sweets. She leaned forward, readjusting herself as she crawled up to Cheese's neck and lapped up a bit of the cream, the white resting at the tip of her tongue a bit before sliding it off against her teeth.

  She took a lite nibble where she dispersed the frosting, then ran her tongue down the line, scattering the cream before changing direction, the cream coating the inside of her mouth and leaving loose bits to dribble down Cheese's stomach and a few bits to rest over his stallionhood. He held his eyes shut, soaking in the sensation until Pinkie had finished licking him clean. His next line was a bit more breathy than lost one, less composed.

"D-do you want more?"

  Pinkie followed Cheese's (clean) hoof as he grabbed the can of whipped cream again, this time releasing a swirling dallop down his chest, down to his stomach, then with a pause, emptied most of the can lining up and down his cock, drawing a circle of the stuff right around the flare. He tossed the can aside and looked towards Pinkie expectantly, who in turn was internally about to explode with nervous energy and a bit of excitement.

  "Alrighty then," Pinkie laughed nervously, blowing a tuft of hair out of her face before kneeling even lower and extending her tongue just a bit to lap up the top bits of the frosting. As she slowly slurped up the sweet topping it wasn't enough to mask the scent of Cheese's own sex right beneath her, perked up and twitching occasionally.

  Pinkie tilted her head sideways, racing her tongue over Cheese's stomach, he had a surprisingly sturdy build for such a goofball. Every time she would dip her head low enough to sense the prick perked right beneath her her heart seemed to stop and she'd recoil, licking back up to his chest. From her nose down her face was more white than pink from all the sweets. She brought herself down again, resting right beneath Cheese's stomach to lick away the last of the cream before the 'danger zone' began. Resting there, Pinkie peered up to see Cheese's face was looking a bit flushed itself, his teeth tightly grit together in anticipation.

  That was enough incentive in itself, with a deep breath Pinkie let her tongue fully escape her mouth as long as she could muster, and in a swift movement licked down his stomach to where his prick began, slid past it and using her cheek to hold his member to his stomach ran her tongue slowly and roughly from his balls to the very tip.

  Cheese let out a moan, only to quickly try and save face with a grunt, but by then it was too late. His member was twitching erratically and his hindlegs were twitching, precum flooding around his flare and mingling with the whipped cream. Pinkie thought to herself that this was absolutely adorable.

  Not wanting to break momentum, she let her tongue race to the tip of his cock, lavishly circling her tongue around the whipped cream on his flare. She could taste the salty residue of precum mingling with the cream, at this point both seemed equally appetizing. She continued circling around his tip, each full turn take a moment to let the tip of her tongue dip around the edges of his urethra. Each time Cheese would shiver, rewarding her with another moan, the same noises he was eliciting from her earlier.

  "Pinkie, could you slow-"

  Pinkie paid the protest no mind, too deep in the game to care, she decided to end it in one fell swoop. Opening her jaw she slid half of the cock into her mouth, circling her tongue around his shaft. It was warm and twitching, more pools of precum collecting on her tongue. It wouldn't be long now.

  Pinkie gave a wink to the Stallion before opening her throat and slamming herself down to the hilt, her throat welcoming the invader. She felt her lips bump where his balls began and could feel them convulse. Before she had time to think Cheese erupted inside her.

  Like a cannon blast Pinkie felt Cheese's shaft twitch before sending the first shot of seed down her throat. Before she could swallow the first line another  joined in, Cheese bucked his hips as another liberal shot filled Pinkie's throat to bursting point, cum dribbling past the corners of her mouth while she gagged and struggled to swallow it all. Eyes watering, she continued sucking away like a pacifier, licking away at the tip of the flare every time another small stream of cum erupted from Cheese. Cheese gave a groan as she continued suckling away at his sensitive, shrinking member.

  Once she was certain he was drained and was starting to squirm she finally released him from her mouth, a long trail of saliva mixed with cum and whipped cream drizzling onto the floor to mix with the paint, syrup, and fluids from before. Cheese struggled to catch his breath, Pinkie gave him a sultry stare, watching him give a slight tremble when she slowly licked her lips clean.

"Gee, I had no idea you were such a softy after all, Cheese." Pinkie giggled, leaning back, satisfied with her work. She felt a wave of exhaustion wash over her, and felt her vision start to dim-

"Surprise!"

Pinkie's eyes shot open just as her back hit the game board from earlier to see Cheese pinning her on her back again with a grin, albeit still panting and cheeks a bit more rosy than their normal shade of yellow.

"C'mon, did you really think I was a oneshot pony? When Cheese Sandwich parties, Cheese parties all night long!"

Before Pinkie had a chance to laugh at how silly that sounded, she was interrupted by a tickling sensation. Cheese had started nibbling at her neck, the tickling sensation was matched in turn by the heat of Pinkie in the moment, making it hard to focus on anything beyond the immediate sensation. She shuddered as Cheese took one last nip at her before looking down at his role model.

Pinkie lay flat on her stomach, her back smearing paint along his '70 Shades o' Yellow hoofbeat game mat', her fur clotted up with saliva, cum, whipped cream, syrup, and everything else that was in the room. Beneath her frazzled mane sprawl all about the floor she was looking up at him, a nervous smile on her face.

A part of Cheese began to remind himself that tonight he was seeing a side of Pinkie no one else had before, and in turn was revealing a side of himself he never had before and possibly never would again.

Cheese immediately disregarded this contemplative part of himself, and grabbed his satchel again, this time withdrawing a pack of mixed candies. After popping a peppermint into his mouth he found what he was looking for, a king sized bag of red licorice and a whole can of chocolate sauce.

It was time to get dangerous.

3: Licorice and Chocolates (NSFW)

"Hey, what are you planning on doing with all th-Ah!" Pinkie was interrupted by a torrent of chocolate sauce being poured down her body, from her neck down to her thighs, it began to seep into a puddle around her. It was dangerously sticky.

  Before Pinkie could protest she was interrupted by Cheese slowly licking his way up her hind leg to her stomach, pausing to nibble at her chest before finishing his way up at her neck. Pinkie exhaled deeply as he worked his way to her lips, graciously accepting the deep kiss Cheese gave her, mixing the chocolate between their tongues and leaving her with a peppermint between her teeth she didn't recall having earlier.

  Cheese began to work his way to licking a solid spot of her stomach clean, circling her from above. He brought his hindlegs above Pinkie's head, his stallionhood dangling above her as he bared down, showering her tummy with kisses.

After having smeared the sweet sauce even more than it already was, Cheese lowered himself, pressing his chest against Pinkie's stomach as he continued licking down her belly where her body felt hottest. Pinkie cringed as he found his way past her stomach, hovering his head right above her chocolate soaked marehood.

With a chuckle he dove past it, instead licking up the thigh of her hindleg, which convulsed at the sensation, he gave her inner thigh a nibble for good measure.

  "Don't leave me hanging..." Pinkie groaned, lost in her own frazzled mane.

Cheese happily complied, and rested his chin where the pony's sex began, the chocolate was already damp mixing with Pinkie's own fluids. He let his rather long tongue extent, then slowly let his tongue lap up her pussy. The taste of chocolate contrasted with the tangy musky scent of Pinkie's marehood, soaking into Cheese's tongue. Pinkie's thighs tensed up as he did so, getting a lovely moan from the mare.

  He took time to explore her marehood, licking up and down her walls, the finally resting at her clit, kissing it wetly which got the most reaction out of Pinkie. She had her hair clenched between her teeth as Cheese idly circled the nub with his tongue, each swirl causing another twitch in the pony's hips. He picked up the pace, forgetting the swirling to straight up sucking her clit, flicking away with his tongue until he could hear Pinkie gasping for breath and her chest heaving, more of her own juices escaping down her thighs and rear to mingle with the chocolate sauce.

  Every gasp and moan only began to reinvigorate Cheese's own sex, already his cock was sliding out of its sheath, still soaked from saliva and whipped cream but more than ready for a second round of fun. But first he had to finish desert.

  Having teased her enough, Cheese dipped his tongue inside of Pinkie, it was only an inch but Pinkie's pussy was already contracting around it, tightening up and still pooling with chocolate and its own sensual juices. Pinkie's response was another tensing of her hips and a sharp gasp.

Cheese dug deeper, releasing his tongue inside her, gently lapping up and down her walls, stretching her bit by bit to accommodate his adventuring mouth. With every bit deeper he made his way inside of her, the more Pinkie would squirm and gasp, to the point that she was drooling from the corners of her mouth. Her hot, panicked breathing only served to further stimulate his own cock, now dangling above her face and twitching with every moan and gasp the mare makes.

  Desperate to really make her scream, Cheese dropped down further, wrapping his fore-hooves around Pinkie's rump and forcing her legs apart as wide as he could as he dipped his tongue so deep his muzzle partially penetrated the mare. One hoof had connected with the pony's rump and stretched her puckered anus, netting a pained cry from the pony only to be drowned out with another satisfied moan as Cheese continued to eat away at her.

  As he continued his assault, he could feel Pinkie's twitches intensify, so he withdrew his tongue from her, getting an confused gasp from Pinkie. Before she could complain she felt something strange happen quicker than she could respond; something had dipped inside of her. Deep and with a swiveled texture. It was too thin to be his tongue, and his... bits were very visible above her.

  She tried to get a look at just what Cheese was doing, but he had effectively blocked off her vision beneath her stomach by laying over her, she felt another of the thin, swiveled sticks slide inside of her, she winced.

  "Mm, what's that?"

  Her only answer was another mischievous chuckle as Cheese, three licorice sticks hanging from his teeth, slide them in as well, five now almost completely inside of her, the melted chocolate washing over the cherry red. Before Pinkie could make another protest he bopped the end of the licorice with his chin, sliding them deeper and sending a bucked hip from the mare that almost threw him off.

  "Ha, easy there cowgirl, there's only a hundred in a king sized pack! Ninety-five to go!"

  "Wait what?" Pinkie cried, and Cheese tilted to the side just far enough for her to catch a quick glimpse at his creation. Pinkie's eyes widened, she'd 'experimented' before, but there's no way that could possibly fit.

   Nevertheless, Cheese was not one to submit to such weak theories such as the confines of reality. By the name of Celestia herself, so help him he was going to fit one hundred licorice sticks inside of this horse.

  He withdrew another five, splitting them up and with care slid them around the row he had already inserted in her, her 'lips' widened a bit more, stretching to accommodate the candies. With no real sense of urgency he took five more, and slid them in one by one, making certain to have each swivel a bit, each groove bumping against the mare's walls and each time receiving a sharp gasp from the party pony. Eighty-five to go, this could take a while. Cheese grinned, pulling ten out at the same time.

  If you're going to party, you might as well go all out.

  Carefully positioning the tips of the candies in his mouth he arranged a perfect circle to envelope the already thick stack jutting out of her marehood. Then, working as slowly as possible slid all ten down, pressing past her lips to fit them. Pinkie let out another groan, her eyes watering. Twenty-five alone was already so much strain it was stretching her open. Luckily Cheese had a backup plan for such a situation.

  "Aah!" Pinkie cried out in shock, this time actually knocking Cheese for a loop. He shook his head, regaining his composition and looking down at the lone stick now wedged halfway up Pinkie's ass.

Pinkie grit her teeth together, clenching her eyes shut, Cheese, seeing this as an opportunity to continue, continued placing the candy inside her, one after another. Usually just a single one was just enough to get a small gasp or moan, but occasionally he'd reach a breaking point that would further spread the mare and was rewarded with another buck of her hips, which only served to slide the candies deeper inside her. By the time he'd fit fifty inside her, they had all molded into one thick block of candy, with the end branching out like a bushel of roses, the red of the cherry flavoring delicately swirling with the melted chocolate inside of her. He gave the top of her clit a smooth lic, his breath being enough incentive to get another twitch from Pinkie, which only further forced the block of licorice further inside of her.

The sight was dangerously arousing for him, unable to keep his breath steady as his cock began to ache, twitching in turn with Pinkie's hips. With a twitch he took two lines of the candy and using his hooves to spread her rump again, forced them inside roughly.

  Pinkie cried out, neck lurching forward for Cheese to counter, sliding the flare of his cock into her open throat. Pinkie continued to gasp, but kept him inside of her throat, her hot, gasping breathing sending a wave of ecstasy down Cheese' shaft.

"Mm! Mm..." Pinkie sighed, drooling as she started sucking the tip of his flare. Cheese dropped his next line of licorice as her tongue flicked away at his urethra, inviting a pleasant combination of pleasure and pain. Desperate for more of this sensation, Cheese forced five more sticks inside of her pussy, making certain to press the mound deep within her, garnering Pinkie to cry out and force more of his member deeper in her throat.

It wasn't long that a tempo was made, Cheese would slide another stick inside of her, and she'd recoil a bit then slide his cock deeper down her throat. Pinkie was sweating and was spread to a breaking point, the chocolate sauce was hardening in clumps around her chest and legs, the licorice decorating her pussy in colorful, cherry reds.

It was at the seventy-fifth and Cheese had worked his way with eight in her rear and the rest sitting like a block inside of her. Pinkie had stopped acknowledging the individual sticks added in and her legs wouldn't stop trembling, the intensity had her face and neck bright red with drool trailing past her lips, mingling with the precum of Cheese's cock.

Too numb from the massive cone of licorice filling her up, Pinkie had started deepthroating Cheese roughly, relieving the tension and exhaustion of the penetration each time his flare struck the back of her throat. By this point Cheese's trembling was making it hard to keep steady enough to continue filling her.

Her teeth were starting to rub his dick raw, no longer was this blowjob sensual and practiced, just a desperate response to deal with the intensity of the situation. Feeling his own climax coming far too quickly he upturned the bag, letting the remaining licorice simply pour all over her stomach and nethers, each stick bumping the mounds protruding for her pussy and ass.

Feeling his balls begin to quiver and precum leaking all over Pinkie's face, he began to work away, using his hoof to force the massive block of candy even deeper inside of her. Pinkie would cry into his cock before suctioning her lips around the base to shudder. Desperate to finish her off, Cheese began pumping the massive block of candy in and out of her, each time making her marehood convulse and sending lines of the choclate sauce down her thighs to her rump.

He could feel his own end coming, so he desperately thrust the licorice to the hilt, forcing it deep inside of her, using his other hoof to force the stray sticks deeper up her ass. Pinkie cried out, her legs tensing as her hips convulsed, a shudder worked its way from her neck to her groin as orgasm struck.

  Her eyes rolled back as her nethers twitched in ecstasy, Cheese lost control and burst, too much pressure for her throat to contain and Pinkie too far gone to swallow. His cum pooled in her mouth, drizzling down her cheeks, he groaned as another load shot down her neck and  collected in a pool on her chest, laying atop the chocolate. His legs buckled and he fell flat atop her chest, one final burst liberally spraying her stomach and pooling where his spent cock dangled. He lay his head float onto her marehood, spent and breathing heavily, not minding the mess collecting on his cheek as the last bits of cum drooled onto the mare's body.

Pinkie was panting loudly, head tossed back and legs twitching slightly, the licorice sliding out of her or falling onto her stomach, too slick from her own juices to stay wedged inside her anymore.

Cheese lazily cocked an eye open, spent and satisfied but there was just one thing left to do.

  With his last bit of energy he took the last tool from his bag, three plastic tools; one blue, one yellow, one red. There were three cords which he took in between his teeth and aiming for the ceiling gave them a tug.

A loud blast erupted as the party poppers sent a stream of confetti of all colors down atop the two, sticking to their sweaty fur and all the other sticky bits that had coated the inside of his wagon now.

"That was ... some party." Pinkie sighed before falling asleep, Cheese slowly rolled around, wrapping his hooves around the mare's neck before holding her head against his chest before joining her in in a satisfied slumber.