The Mare-a-thon

by Darkhanos

Backstage Pass for Two

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The walk back to Trixie's stagecoach, although silent, was indeed interesting. The anticipation of what was to com wasn't lost to either of them, and it only served to heighten their excitement for the upcoming act. Shadow, as aroused as he was getting, couldn't help but feel a little nervous about the whole deal. He took a look at Jet to see him wearing his ever present smile, and walking confidently. It was as if he didn't have a care in the world, and that nothing could sway his playful, if goofy, demeanor. Though he wouldn't admit it out loud, he was very glad that Jetstream was with him. There was something about his confidence and his generally carefree attitude that seemed to take the edge off his apprehension, if only a little bit.

Finally, the stagecoach was in sight. Though it was a relatively short distance between the bar and Trixie's residence, it felt unnaturally long. Perhaps it was the anticipation that was welling within them that made it seem longer that what it really was, but now that they were here, it didn't seem to matter anymore.

"Welcome to my humble abode, gentlecolts," Trixie stated. "You two should be honored. It's rare for me to give stallions a backstage pass," Trixie said slyly as she opened her door. Almost immediately, their nostrils were filled with the scent of apples and cinnamon thanks to the candles that were burning within the place. She walked in, and used her magic to ignite some more candles, better illuminating the living area. It was furnished with a small couch, big enough to seat three ponies, a twin sized mattress further in the back with a nightstand and a wardrobe on the opposite wall. It was surprisingly roomy inside, despite how small the outside of the stagecoach looked. The stallions walked in, standing in the middle of the living area to take in their environment.

"Oh, yeah? Somehow you don't strike me as a humble mare," Jetstream said in a lighthearted tone, "But you did manage to make quite a catch with the two of us. I'll give you that. After all, how many mares get to say that they got to go to Pound Town with a Lunar Guard and a Wonderbolt officer?"

“Must you be so crude, Jetstream?” Shadow asked in a pained voice. “We should be taking this seriously, shouldn’t we? Not...joking about it?” As much as he tried to be firm, it was plain from his wavering voice and slightly widened eyes that he was still unsure how to handle the situation he found himself in.

Giggling, Trixie removes her blouse, revealing her large, luscious D-cup breasts to the lucky stallions. She walked over to Shadow in a seductive gait, swaying her hips noticeably more as she kept a hungry, half-lidded gaze upon him. One would say that it was a predatory gaze she was giving him, with a glint of lust and mischief burning within her marvelous violet eyes.

It was enough to make even Shadow Spell freeze in place, staring at Trixie in awe. He knew she was an attractive mare, but the way she was looking and walking towards him he couldn't help but be captivated by her. It was, without a doubt, the sexiest thing he's ever seen a mare do to him. It was also the first time a mare has done this to him without him hiding behind some character he was required to play, or some façade he had to keep for the sake of fulfilling his mission objective. No, she was lusting after him for who he truly was, and that thought alone was enough to make him feel lost, confused and vulnerable. There wasn't a protocol to follow, no set of directives to guide him. This was the first time that he would do something like this as the real him, causing his mind to become nothing more than a frazzled mess, threatening to shatter into a thousand peices.

Kneeling in front of him, Trixie unbuttoned and slowly unzipped his pants while keeping that same half-lidded gaze upon him, "My dear, Shadow, you need to follow Jetstream's lead and relax a little. Perhaps some music will help out." She says. She cranes her head to the stand where her radio was at, lighting her horn to turn it on. "Hmm...what a coincidence that song should be playing," Trixie commented as she pulled out Shadow's rapidly stiffening pride. She took a moment to admire it, while Shadow shuttered from her touch, licking her lips as she saw his glistening precum on his head. She licked his shaft from base to tip, and drew circles on his tip with her tongue, lapping up all of his precum and swallowed with a gulp while locking her eyes with his.

"Unh!" Shadow moaned. Feeling her tongue on his member felt good, but what really gor him going was how she looked at him with heavily-lidded eyes. If he thought that gait was sexy, then look she was giving him now would forever redefine the very definition for him.

Smiling at the entranced expression Shadow was giving her, she slowly took his throbbing length into her hungry lips and wasted no time in bobbing her head to the beat of the song.

"Damn, girl! You've got some well-trained gag reflexes! You can take a meat pole very nicely!" Jetstream chimed in.

"Jet!" Shadow growled, glaring at the pegasus, "Shut your damn-Uh!"

"Ha, ha! I rest my case!" Jet teased as he took off his pants, revealing his semi-hard member to Trixie, "You said that you were mare enough for the both of us. So far, you haven't shown me you could. You weren't bluffing, were you? No shame if you were, you're only pony after all."

Trixie, without missing a beat, skillfully stroked Jetstream's shaft while still giving Shadow head. Once he's hard, she gives him a smug look, "Still think I'm bluffing?" She asked, immediately taking Jet's cock in her mouth.

For a time she switches back and forth between the two stallions, skillfully sucking on one while stroking the other without any loss in rhythm.

"Ngh! Gotta say, you whistle a pretty good tune there, Trixie." Jetstream said as she was deepthroating him. He snaked his hand to Trixie's breast and gently caressed it, eliciting a soft moan from her. "Mmph!"

Trixie's eyes had a mischievous spark as she felt Jet's member twitched in her mouth when she moaned around it. Apparently it felt good for him. She wondered if Shadow would respond in a similar manner if she did the same to him.

That look wasn't lost upon Jetstream. If that spark in her eyes were any indication, he deduced that she wanted to try the same thing to Shadow. His thoughts were confirmed when she switched over to him. Not wanting to waste the opportunity, he grazed his index finger over her hardened nipple. Then, without warning, he pinched and twisted her nipple firmly.

"UMPH!" Trixie moaned in surprise, sending a vibration through Shadow's member, while unintentionally adding more pressure on it. It was only for a brief moment, but by the time her senses came back to her, she looked fearfully in Shadow’s eyes, worried that she hurt him. Much to her relief, she heard him inhale sharply and felt his member throb in her mouth. Seeing as it felt so good to him, she bit down on it, taking care not to cause injury to him, then proceeded to bob her head.

As sagacious as Shadow was, even he couldn’t form any coherent thoughts at this point. He could only manage to make unintelligible sounds as the pleasure that was coursing throughout his body reached new heights; making way for a more primal lust to take over his mind. In a manner that was completely unbecoming of him, he grabbed Trixie’s head and started to thrust his member vigorously in her mouth.

The first thrust caught her off guard, and she gagged as a result, but she quickly incorporated her movement to accommodate his thrusting. As surprising as the change of pace was, the that fact that Shadow would let out an animalistic snort every so often was more surprising still. He was becoming more bold and more aggressive. He was taking control. The very thought in itself was making Trixie hot, and combined with the stimulation on her breast, it made her hungry slit all the more wet. She was moaning passionately as she sped up her bobbing head, making the blowjob even sloppier.

Seeing the chemistry between Shadow and Trixie, Jetstream released her breast and removed her hand from his hardened member, then placed a hand on Shadow Spell's shoulder, breaking him from his trance, “Woah now, I think it’s about time we changed positions. Wouldn't want you to get drained just from the prelims now."

After getting a hold of himself, Shadow was taking deep breaths, utterly surprised how much different he was. However, that feeling quickly passed, "Um, what do you have in mind?"

"I'll tell you what I want," Trixie interjected. She sauntered to her couch, climbing on it on all fours, making sure to stick her flank out. Then she slowly moved her tail, revealing her glistening, wet sex to the two stallions. "I want both of those cocks in me. Right now!"

Shadow blinked a few times, staring blankly at Trixie, utterly perplexed at her statement. Just how in the...

"...wide world of Equestria could she take two blood engorged mayonnaise cannons at the same time?" Jetstream chimed in with a sly smirk.

"Dammit, Jet! Cut that out!" Shadow snapped, immediately regretting his outburst, "I'm sorry, I'm just..."

"Oh, I know. You don't know what to do and Trixie's voluptuous body isn't making it easier on you."

"...Yeah. So...what should I do? Isn't there some sort of SOP to follow?"

"Nope. There never was. Just sit on the couch like I do after a long day."

"Okay...then what?"

"You get the one that's winkin'. I'll get the one that's stinkin'." Jetstream said with a grin.

Shadow Spell couldn't resist the powerful urge to facepalm himself after such an absurd phrase, "...You're an idiot, Jetstream."

"Come on! Hurry up and get on the couch before you kill the mood for all of us!" Jet urged the nervous unicorn.

Shadow did as Jet said, though slouching on the couch in that way wasn't the most comfortable way for him to sit. This was definitely way outside his comfort zone. He was just grateful that Jetstream wasn't a vindictive or otherwise vengeful pony, otherwise he wouldn't be able to do this at all. However, the gravity of the situation weighed down on him when he saw Trixie mounting him, once again causing his heart rate to skyrocket. He'd been mounted before, but before it was always just a means to an end. A way to complete his mission objective. At those times, his mind and heart had never been into it. But here, right now, there wasn't a mission to complete, no persona to hide behind. The most different part was he actually felt a genuine attraction to her...one that she seemed to reciprocate.

Trixie smiled, when she saw the nervous look he gave her. She'd seen such a look before, so she decided to help ease his tensions a little so that he would better enjoy himself. After all, the more he liked it, the better it would be for the both of them. She placed her moist marehood on Shadow's hardened member and slowly started grinding her hips, coating her love juices along its length. She giggled at the way Shadow shuddered from the stimulation, and grinned as he stared blankly at her breasts as they gently swayed with every slight movement she made. She lifted his chin so that he could meet her heavily lidded eyes, and a sultry smile that could melt the heart of any stallion, "Do you like that? Trixie is eager for your lovely pride to be inside of her." she whispered seductively, slowly moving her muzzle to his until her soft, moist lips met his. She moaned in his mouth as she steadily moved her hips faster, her wanting slit getting all the more wet.

Shadow's breathing became erratic the more Trixie moved her hips. The way she was kissing made him melt further, his inhibitions gradually withering away, quickly becoming a distant memory. Losing himself in the moment, He slowly ran his hands up and down her sides, wanting to explore her gorgeous curves. Even here, with all of this still registering in his mind, he found himself lost once again. It was one thing doing this without feelings, without any consequences he’d have to worry about, and without any remorse for using the mares he’d ‘hit and quit’ so to speak. Again, he’d be faced with the reality that this wasn’t Agent Spell compromising an enemy agent, or gaining access to an informant. This was Shadow, discovering what it meant to make love.

Trixie giggled, grabbing Shadow’s hardened member and lining it up with her entrance, “Good, you look a bit more relaxed than before. Now, on with the show…” she said slowly lowering herself on onto him.

“Uhn!” Shadow moaned as he felt Trixie’s inner walls forming to fit his erect member. He resisted every urge to hilt himself into her. Instead he chose to focus on feeling his cock penetrate Trixie deeper, and deeper, until his entire length was in her. He let out a breath he didn’t realize he was holding and placed his hands on her soft, perfectly rounded flanks. He gave them a firm squeeze, thrusting upwards a little harder than he intended to.

“Hah! Oh! You feel so good!” Trixie moaned happily. She didn't know if it was because it's been a while, but she seemed more sensitive than before, and the fact that she could feel Shadow's girth scraping against her inner walls was making her more expressive than she normally was. Either way, she wanted more of his glorious cock. She accelerated the pace her hips, her body wanting to take Shadow Spell deeper as she gave him a naughty, hungry look.

As the passion between the two ponies was growing more intense, Jetstream simply stood back and watched. At first glance, it looked like he was getting off on watching his friend and his crush take each other to the proverbial 'Pound Town', as he so fondly calls it, but in reality, he couldn't be more happy for Shadow Spell. Tonight was the first night in a very long time that he allowed his mask to fall, and show his true self. There was finally a spark in his seemingly dull golden eyes, as if he was awoken after a long, long slumber. Seeing that, gave Jetstream hope for his friend.

His thoughts, however, were cut short, his senses coming back in full force when he saw a bottle of lubricant floating before his eyes. If that wasn't enough, he saw Trixie giving him a stern 'what the hay are you waiting for?' look. Jetstream chuckled, "I can take a hint. I was just enjoying the show." he said as he applied a generous amount of the slick lube on his hard, throbbing member.

"One does not simply look at Trixie getting pleasured. Trixie expects you both in her at the same time! Trixie does not like repeating herself!" she said sternly, then her expression softened, shattering the act from before, "Though, Trixie would appreciate it if you add some lube to her before you enter."

"No prob!" said Jetstream in a lighthearted manner as he approached her. She moved her tail up and to the right to give him access to her, to which he hovered the bottle of lube just above her plothole, "Let me know when." he stated, squeezing the thick, slick liquid on her. After a generous amount, she nodded, indicating for Jet to stop. "Okay, Shadow, now stand up with her."

Shadow Spell nodded, standing up with his member still in Trixie. He kept his hands on her flank to ensure he had a good grip on her, and she, in turn, slung her arms around Shadow's neck to keep from falling.

Jetstream moved her tail to the side, and lined his lubed member to her exposed plot. He pressed his tip against her, causing Trixie to tense up a little to prepare for the insertion. Noticing this, Jetstream whispered in her ear, "If it's too much, let me know. I'll take it slow for you until you adjust."

Trixie nodded in confirmation, "Okay, I'll let you know if I can't handle it. Go ahead..." she encouraged.

Jetstream pressed his member against her plot a few times before he felt some penetration. Trixie tensed up momentarily, but as he promised, he penetrated her slowly, inch by inch until his entire length was in her.

"Oooh!" The unicorn mare moaned when Jet hilted her, taking a moment to get used to feeling two, thick, rock hard cocks in her holes. She could feel the two cocks rubbing against her membrane that separated her marehood from her plot, making her tremble in pleasure, "It feels so divine! Go, my lovely stallions! Rut my brains out!" Even though they couldn't see each other, Shadow Spell and Jetstream were thrusting in and out of Trixie in perfect sync, "Hah! Ngh! Oh! Ahn!"

"Woah-ho! Looks like she likes it!" Jetstream commented, "Let's drive this naughty mare wild!"

"But how?" Shadow asked, "Do you mean go faster?"

"Exactly! Pound that mare as fast as you can!" he answered, thrusting his hips as fast as he could. Shadow followed his lead, and also thrusted faster. Wet sloshing noises, the sound of their bodies clapping and Trixie's now wild moaning were resonating throughout the stagecoach.

"Unh! G-getting...closer." he grunted, not letting up on his relentless pace.

Trixie, though she couldn't form a coherent sentence, had a mischievous glint in her eyes. She wrapped her hand on Shadow's horn, and rubbed it from base to tip, as if she was jerking it off, which earned her a loud moan from him. Not missing a step, she fired up her horn, encasing Jetstream's wings and flight muscles in a pink aura of magic, stimulating his most sensitive areas of his wings.

"Dah! Oh you little...Mmm! Oh you're good!" Jetstream complimented. Before he could do anything else, he noticed that Shadow was snorting like an animal again.

Shadow could feel the pressure in his shaft becoming too much, the extra stimulation of his horn job was making his climax seem to approach all the faster. Getting lost in the heat of the moment, Shadow pressed his lips against Trixie's.

Very surprised from the unexpected gesture, her eyes widened, her body tensed, yet her mouth parted so easily and her tongue was so eager to meet his. She didn’t offer any resistance, and unexpectedly deepened the kiss, moaning in his mouth as she did so.

He returned the kiss with equal fervor, not losing the rhythm of his thrusting the entire time. With the pressure too much to handle now, he buried his entire length deep in Trixie, moaning loudly in her mouth as he released his seed in a series of spurts.

At this time, Jetstream reached for Trixie's horn, pinching the tip with his index finger and his thumb, "Two can play that game, Trixie!"

Trixie's eyes widened when she felt her magic congest at the base of her horn. With no place to go, her magic cascaded back down into her body, amplifying her sense of touch significantly. Everything felt so much more intense, and the fact the Jetstream was still thrusting while she was all the more sensitive made the pleasure feel all the more surreal.

"Ah! Ngh! Oh!...I...I'm..! HAHHH!!!" Trixie moaned, squirting her love juices all over Shadow Spell's member as she reached her climax, unintentionally digging her nails into his fur. Not enough to draw blood, but definitely very firm.

Trixie's inner muscles constricted around Jetstream's cock at the same time she reached her climax, "Hnghn!" He moaned, the sudden tightness bringing about his own orgasm. When the last of his seed was spilled, all three ponies flopped onto the couch, drenched in sweat and other bodily fluids, breathing heavily from the exertion and from such a hard release. Jetstream had pulled out, rolling on his back with a satisfied smile spreading across his face.

Shadow and Trixie, however, were still facing each other, looking deeply in one another's eyes. It was like they couldn't bring themselves to look away, as if doing so meant that the other would disappear. It was a strange experience for Shadow, feeling such a connection again after shutting his heart out for such a long time. It felt foreign, but familiar at the same time. His heart was beating a little faster the longer he stared into Trixie's gorgeous eyes. In the back of his mind, he wondered if she was at all bothered by him, however, she didn't exactly pull away or break eye contact either. Taking a chance, he moved his head closer to hers, and she, in turn, did the same motion, closing her eyes as their lips came closer...and closer,

"Alright!" Jetstream said eagerly as he stood up with his proud erection, effectively breaking the moment between the two ponies, "Who's up for round two?"

Before Shadow Spell could chastise his friend for having such a terrible sense of timing, his stomach let out a very loud, unflattering growl, shamelessly demanding that it be fed. A dark blush grew on the poor stallion's face, utterly embarrassed and unable to meet the others' eyes.

Jetstream let out a very loud, boisterous, and irritating fit of laughter, while Trixie could only utter one simple phrase, "Oh, my..."


Author's Note

Well, it wasn't my intention to release this chapter this late, but Merry Christmas! Happy Hanukkah! Happy Holidays! May your holiday be safe, fulfilling, and fun!

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