Caramel's Entrapment

by zulu

Rating: mature
Tags: Caramel, My Little Pony: Friendship is Magic, Rarity, Romance, Pinkie Pie, Sex
Length: 5715

Caramel goes to Rarity to get a dress for his girlfriend, only for hot feminized action to ensue.

Caramel wants to buy a dress for Wind Whistler, but when he screws up and destroys some of Rarity's mannequins, he is forced to stand in as her dress doll/plaything. Things get heavier from there, and then Pinkie Pie shows up.

Published 2012-04-16 14:34:00 UTC
Last updated 2012-04-16 14:34:00 UTC

Chapter 1

“What are you supposed to get a filly for a one month anniversary, anyways?” thought Caramel. He browsed the Carousel Boutique’s hat section for a little while. Maybe she’d like the big frilly white one with all the emeralds in it. Wind Whistler liked silly hats, right?

“Oh, if you need help, darling, do ask,” Rarity said from the next room. Caramel could just make out what she was doing from his position in the store – she was putting more diamonds on an already-sparkling dress. “What is it with her and gems?” he silently wondered.

No, the silly hat wouldn’t work. He needed something more serious and elegant. Caramel wandered over to the dress section. Maybe one of these would do.

There were three rows of mannequins, each wearing a different dress. Most of the clothes were a little too fancy – all lace and frills and jewels. But one was maybe more Wind Whistler’s style: A simple white summer dress with a few tasteful sapphires around the hem. He reached for the tag with his hoof.

“500 bits!” He almost shouted the words out loud, but he managed to bite his tongue before the words formed. There was no way he could pay that much, no matter how much he wanted to see Wind Whistler in that dress, the simple lines of the cloth clinging to her lithe body…

He imagined Wind Whistler dancing in the dress, turning her body around and around, building up a light sweat in the spring night air. He needed something like that. Maybe some other shop would have more reasonably priced (but no less form-fitting) dresses. Caramel decided to leave the store, but as he turned around his rump struck one of the mannequins.

The mannequin wobbled back and forth before it crashed into one of its companions, which in turn crashed into another. Before Caramel could catch any of them, half of the mannequins had fallen to the ground. The gems that were carefully sewn into the fabric or magically inlaid were now scattered across the store’s tile, and at least one of the mannequins was broken at the neck.

“SWEETIE BELLE! What have you done this time?!” Rarity screamed from the other room. She let out a guttural growl before stamping into the main gallery, wildly glancing around the room, looking for her little sister. Instead, she only saw Caramel and the rows of toppled mannequins.

“I- I d-didn’t mean to knock them over, I swear,” Caramel bowed his head a little as he stammered out the apology.

“Oh…” Rarity clucked her tongue and fussed with the dresses, ignoring Caramel for a few moments. “Well, all things considered, this could be much, much worse. The dresses aren’t ruined. I can fix this.” Rarity seemed to grimace as she said this, even as she put on a small smile and patted Caramel on the back. “Still, it’s going to take me some time…” She batted her eyelashes at Caramel, as if to invite some further apology.

“Is- is there anything I can do?” asked Caramel hopefully. He really did want to help. Rarity was a good neighbor, after all, and Caramel was the helpful sort of pony, even if his help often ended up like the mannequins.

Rarity’s grimace turned into a genuine grin. “You know, darling, there is something you could help with.” Maybe that grin wasn’t as genuine as it was sly. “I’ll need a mannequin in order to fix these dresses, and since so many of these are broken…“

“I don’t really have much money, though,” Caramel said, “And I heard those mannequins are really exp-“

“No, no, no. That’s not what I mean at all, Caramel.” Rarity leaned in close to Caramel’s face. “I can use you, though,” she leaned in a little closer. She was almost touching his face. “You’re just about the right size for some of these dresses,” she whispered.

Caramel could feel his face flush with blood. “Uh, I d-don’t r-really know if-“

“Hush, dear. Just follow me.” Rarity trotted towards the stairs. She looked over her shoulder at Caramel. “Unless, of course, you want to work out some sort of payment plan.” Caramel, dejected, followed her up the stairs.

“Now you stand right there, and don’t move a muscle.” Rarity used her magic to float one of the broken dresses towards Caramel. The long, blue evening gown slid over his outstretch front legs and over his body. Rarity giggled and squeeled at the sight. “See! I told you that it would fit.”

Caramel blushed even harder than before. Rarity had him standing in the corner of her work room dedicated to alterations – a small pentagonal dais, lined on three sides with tall mirrors. While this undoubtedly helped when trying on dresses and making alterations to them, it also provided Caramel with an unobstructed view of his own humiliation. Standing here, wearing this dress – he would never live it down if anypony else found out. He would just have to hope that-

As he began to silently pray that nopony else in Ponyville found out, Rarity began her work. This wouldn’t have been so bad – after all, it meant the ordeal was closer to its conclusion – but she was so distracting in her work. Caramel hadn’t considered the amount of physical contact that would be involved here. Rarity measured, prodded, and brushed his body as she worked on fixing the gown. He tried to remain perfectly still as she worked with measuring tape, thread, and needle, but that just made his mind focus on her touch even more.

Caramel had always liked Rarity. They had gone to school together, and ever since she started her dress-making business they had been neighbors. And the truth was that maybe he had a little crush on her, especially back when they were in school. She was such a pretty filly, after all, so elegant, and she knew how to take charge. He liked that in a mare.

“Finished!” Rarity’s voice rang out, startling Caramel. She carefully removed the dress from Caramel’s body and hung it up. She grabbed another dress from the pile needing mending and put it on her new stallion mannequin.

“So, tell me, Caramel,” She said as she started her work again, “Why were you even in my shop? I didn’t think dresses were your style, but maybe I was wrong.” She giggled as she said this, and it made Caramel feel all the more mortified.

“I was looking for a dress for my – uh, well – my girlfriend.”

“YOU have a girlfriend now?” Caramel winced a little when Rarity said that. She was right though – Wind Whistler was Caramel’s first real girlfriend since he was in school. He had never really been big on the dating scene. “Well do tell, Caramel. Who is she? What is she like?”

“Her name’s Wind Whistler. We met during Win-“

“Oh, Wind Whistler. Of course, yes, I know her,” Rarity cut Caramel off again. She made a few stitches on the dress, sewing some of the gems back onto its sleeves before whipping it off of Caramel. “She’s quite the cutie, Caramel. You’re very lucky.” Caramel blushed again, but this time not out of shame.

Rarity started putting the white summer dress he looked at earlier onto Caramel. His breathing shortened a little and for some reason he could feel his-

“I wonder what she’d think about this, though.” Rarity smiled wryly as the form-fitting dress slipped onto Caramel. It was a tight fit, snug across his midsection and rear.

“I’ll have to take some extra measurements to let the inseam out some,” Rarity muttered. She magically moved the measuring tape down between Caramel’s hind legs. This probably wouldn’t have been so bad if she didn’t also lowered her head to see the tape. She could see everything down there, Caramel thought, and while ponies didn’t mind nudity for obvious reasons, he was – involuntarily, he reminded himself – getting a little… bothered over all this touching and poking and, yes, shame.

Rarity giggled again. “Caramel…” He knew she could see it down there. Caramel didn’t have a big one, judging by the standards of his classmates, but he couldn’t hide it. Still, he tried to remain perfectly still.

Without saying anything more, Rarity touched the lengthening shaft with her hoof. “Does Wind Whistler do this for you, Caramel?” Caramel gulped and tried to remain calm. This was dangerous territory. Any false moves here and-

She wrapped the measuring tape around the flared tip. “She always seemed a little inexperienced to me, you know, like she doesn’t know how to please a stallion…” She continued to fondle it for a moment as she thought of her next words.

“…or even a little filly like you.”

He didn’t know why, exactly – he couldn’t name which dark and secret part of his brain she excited – but those words made his penis stand at full length. He gritted his teeth and tried to think of Wind Whistler. He needed to finish this up and get out of here – this was wrong on so many levels.

“Oh, do be careful, darling. You’ll ruin the dress if you get any of… that… on it.” She stopped touching him, wrinkled up her nose, and returned to mending.

“Is she serious? Did she really just… touch me like that and then go back to the dress?” Caramel wondered to himself. He was having some difficulty standing still. He so desperately wanted to take care of the raging little erection that was sticking to his belly.

Rarity began to magically loosen the seams of the dress. He felt the tightness in his midriff and hindquarters recede, and he breathed a little easier. This also afforded his penis some breathing room. But whatever relief he felt didn’t last long.

“There. That should make this a little easier on you,” Rarity said. “You know, you don’t have to play coy, Caramel. I can see how this makes you feel.” She cinched up the thin white dress with her magic, making his erection plainly visible.

Caramel gasped. He needed to get out of here, but…

…but something was just too tantalizing here. He needed to see whatever Rarity was planning, and for whatever reason the danger and the shame of what he was doing only made him want it more.

“You’ve been a naughty filly, Caramel.”

“Rarity, I-“

“Who said you could talk? Bad fillies don’t get to talk unless asked a question.” Her tone oozed the promise of sex.

“Get on your back,” she whispered in his ear. “I’ll return in a moment.” She trotted off to an adjoining room.

Any second thoughts Caramel once had melted away before Rarity’s commands. He got on the floor and rolled onto his back, his cock pointed ever-so-slightly into the air. If he turned his head to his left, he could see himself in the mirrors – splayed out on the floor, a trace lair of sweat making the dress cling to his light brown coat, with his erection leaving a small tent in the thin white fabric. He breathed more heavily and reached under the dress with his hooves. He started moving his hooves up and down on the shaft – this wasn’t as comfortable as his normal methods, but it would do.

“Caramel, don’t be such a slut. No touching, my little filly.” Rarity evidently got whatever she needed quickly. Caramel put his hooves to his sides and looked around to see Rarity. She was standing over him, and her horn was aglow. He could see that she was magically floating something, but whatever it was, it was out of his sight.

Before he realized what was happening, Caramel felt the ropes around his legs begin to magically lock themselves in tight knots. He panicked, whipping his head around violently, trying to see what Rarity was doing to him, what she was planning.

Rarity had secured the ropes into hidden eyelets on the workroom’s dais. Caramel started to mutter a protest, but she shushed him as she leaned over his face and gave him a light kiss on his lips. Caramel tried to lean in and return the favor, but Rarity pulled away teasingly, disappearing from Caramel’s view.

“Oh, Caramel,” she was down between his legs, fondling his penis with her hooves and the lightest touch of magic. “It’s so cute and small! Not like – Oh, well, a lady doesn’t kiss and tell, does she?” That stung. By pony standards, Caramel’s penis wasn’t especially big, but it wasn’t small, was it?

Still, the doubt and humiliation only made Caramel all the more aroused. After standing there for what seemed like hours while intensely hot and bothered, and now with Rarity playfully manipulating his penis, he was close to his edge.

She gently stroked up and down his shaft – base to tip and then tip to base. She gave the head the lightest kiss and lick, tickling the sensitive nerves around his urethra. It would only take a little bit longer. He could feel himself getting closer and closer, contracting…

Caramel could feel himself almost ready to release, but Rarity abruptly stopped her ministrations. She gave the tip of his penis another kiss before rising off of her knees.

“A-aren’t you…?” Caramel breathily stuttered out.

“I already told you, darling: I don’t want you to ruin that dress.” Caramel’s eyes were fixed on the work-room’s ceiling, and so he did not see Rarity’s smirk as she said that. Caramel groaned and bucked his hips, causing Rarity to let out a surprised squeal.

“Caramel, don’t throw a fit. If you’re going to be a lady, you had best act the part, and ladies do not whine over small inconveniences.” She turned around and shimmied her body over Caramel’s, resting her back hooves and flank around Caramel’s head. Her hips were now in his face. “Lick,” she commanded.

Caramel had never done this before. Rarity was right – Wind Whistler was inexperienced, and they had yet to do anything more than kiss. Still, he remembered what some of the other stallions had mentioned about eating a mare out, and he got to work.

Rarity’s aloofness had obviously been an act – she was practically dripping in anticipation. The scent alone was intoxicating. Some instinctive part of Caramel recognized it as the smell of need and lust and sex. He tentatively licked around the entrance of her pussy. He remembered Big Mac once regaled the guys with a tale about this very subject back in school. Mac had mentioned that the clitoris was somewhere inside. Maybe he should stick his tongue all the way in, he thought. No, best not to be too abrupt. Better to dance around the edges. She didn’t give him the favor of letting him finish, anyways.

While Caramel contemplated his next move, Rarity grew tired of waiting. She groaned out a protest and then shoved her cunt as hard as she could into Caramel’s snout. Caramel got the message immediately, and his tongue began searching for her button. Rarity made the barest whine as he prodded her inner folds. When he finally found the clitoris – it was right where Mac said it would be! – she let out a long, low moan and began to grind her hips in his face. Caramel sped up his work, gently nibbling and licking on and around the clit, teasing as best he could. Rarity’s moans got louder and higher-pitched, and he began to feel her vaginal walls contract around his tongue. That’s when Caramel abruptly stopped.

“W-what?!” Rarity obviously wasn’t pleased with this. She forced her hips backward even more. Caramel deftly turned his head and laughed at her predicament.

“Turnabout is fair play, Rarity…”

She growled and stamped her front hooves on the ground. “You are being very naughty, Caramel.” She was breathing hard and was having difficulty concentrating, but she understood the implied exchange. She returned to Caramel’s penis, nearly engulfing it in her mouth. Caramel returned the favor and restarted his own efforts.

“Oh… mmm… Caramel!” Rarity began to buck her hips again and moaned even louder. In another attempt to frustrate Caramel’s orgasm, she stopped sucking on his penis, but the combination of Rarity’s moaning and his own pent-up frustration sent him over the edge. His penis erupted in a flow of seed – three big spurts that didn’t so much shoot his load as ooze it over his belly – and onto Rarity’s precious summer dress.

Rarity screeched in horror as she saw Caramel’s orgasm. “The- my dress!” Caramel’s semen coated the last few inches of the garment, and even though Rarity was still climaxing, she focused all her attention on cinching up the dress away from the flowing semen and dabbing at the goo with a nearby rag.

“Oh, you are going to pay for that, you little slut!” she spat. Rarity, clearly a little weak in the knees, got off of Caramel and headed out of the room. Caramel felt the last few spurts of his cum drizzle down his still-engorged shaft. He silently laughed to himself, but he wondered what Rarity had in store for him.

When Caramel saw, his eyes went wide. Rarity returned carrying an enormous phallus with her horn’s magic. It was easily the length of one of his legs, he thought. He struggled against the ropes and pleaded his case – “No, wait, Rarity! I-I-I’m sorry about the dress. I can pay you back, I swear!”

Rarity’s face bore a cruel grin as she coated the dildo in a thin layer of lube and lined it up with Caramel’s exposed anus. “No, slut, you need to be punished. Good fillies can control their urges. Bad fillies get taught a lesson.” She floated the dildo towards her target and pressed gently at its base with her hoof. Caramel groaned and yelped in protest, only to be interrupted by the sound of the store’s front door opening.

Rarity looked as if she was about to faint. She immediately dropped the dildo, grabbed the rag she used to clean up Caramel’s mess, and gagged him with it, sealing it with a long blue ribbon. He could taste his own salty-sweet seed, and he unconsciously began to suck at it as Rarity bounded down the stairs to greet whoever had come into the store.

Caramel heard the sound of two feminine voices – one was Rarity’s, but the other was higher-pitched and faster-paced. He couldn’t make out what they were saying, so instead he turned his attention to his predicament. That was when he realized what he was eagerly sucking on.

His stomach wretched a little, but his penis seemed to return to life. “How am I enjoying all of this?” he thought – the dress, the names, the shame, all of it only made him more aroused. He turned his head to his left side. He could see the dildo – Rarity’s weapon of choice, apparently – lying next to him in the mirror. The forbidden thought crossed his mind – he wanted that inside of him, even if the possibility (and its implications) frightened him. Especially if the possibility frightened him.

He awoke from his reverie as Rarity trotted up the stairs and into the workroom. She whispered to him discreetly – “Okay, my little slut, Pinkie and I are going to go out for a while. Don’t move a muscle.” She giggled at that. “I’ll leave you a little present, though – something to keep you company.”

With that, she floated over another toy – this one much smaller, about the size of a colt’s miniature toy car, but made of solid jade. Rarity secured it to Caramel’s half-engorged cock with another blue ribbon. She then touched it with a surge of magical energy.

The vibrator sprung to life, tantalizingly buzzing the glans of his penis with its efforts. Caramel let out a muffled moan into the gag while Rarity turned to leave. “I’ll be back soon, darling. Don’t worry about ruining anything more while I’m gone – the toy will take care of that.” She was down the stairs and out the door before he could fully comprehend what was happening.

The toy set to work on Caramel’s cock. Within moments, Caramel was fully erect again, in spite of his penis’s post-orgasmic sensitivity. Bizarrely, the pain only seemed to make it better. His hooves bound, Caramel tried to masturbate by thrusting his hips and slapping his dick against his belly. Given Caramel’s small size, this was never an easy process (though it was, according to all of his friends back in school, how most everypony did it), but it was especially difficult given his compromised position. Still, he could feel the pleasure building up, and he could tell he was at least making progress. If this damned vibrator would just work a little faster, he’d be there, he thought. And, naturally, that was when the vibrator cut out.

He groaned much loader this time and struggled against his bindings. He kicked and moaned load enough that, were anyone actually in the boutique, they would certainly hear him. But no one came, and instead he calmed down and decided to wait for Rarity to get back.

As his breathing slowed, his muscles unclenched, and his moaning ceased, the vibrator sprung to life once more. He sighed a little – at least it wasn’t broken; there was some promise of relief! He again tried slapping his penis against his stomach to hasten the process, and again he felt his whole body tighten in anticipation of the impending release. And, as he once again came so close to his limit, the vibrator again abruptly shut off. Caramel practically screamed into the spermy gag as he realized that this was what Rarity meant by the toy “taking care” of his “mess.”

As his eyes lost focus and rolled back into his head, Caramel lost count of how many times the cycle repeated itself. But it felt like an eternity before he heard the boutique’s door open. Pinkie’s and Rarity’s voices gradually grew from a dull mumble to clarity as they came up the stairs.

“Oh you’ll just love what I have up here for you, my dear.”

“I love surprises, Rarity!” Caramel heard Pinkie say, “I just can’t wait to-“

The pink pony gasped as she saw Rarity’s “gift” – Caramel, dressed in a (subtly sperm-stained) dress, gagged and bound with a vibrator attached to the head of his penis, dully moaning and writhing on workroom’s dais.

“Wow.” Pinkie’s words weren’t so much excitement as shock. She frowned and looked at her friend, “What is this, Rarity?”

“Why, whatever could you mean, darling? It should be obvious: Caramel is my new toy.”

“But isn’t he-“

“Hush, it’s just a game we’re playing. You know how these things go. Isn’t that right, Caramel?” Both ponies looked at Caramel expectantly. Pinkie’s face was one of genuine anxiety, and if Caramel were in his right mind, he might have told them to let him go and never talk to him ever again, his own arousal be damned – the torture was just too much. It was hardly a game, anymore.

But Caramel wasn’t in his right mind. An hour of constant sexual arousal and denial made him single-minded: He only wanted release. He obediently nodded his head and moaned out a “Yes” as best he could.

Pinkie’s face lit up. “Then it’s time to party!” She laughed and grabbed Rarity’s head with her hooves and began to kiss her deeply. The two friends giggled and began to roll around on the floor as they fondled and nibbled at one another. This might lead somewhere interesting, Caramel thought, but it was mostly just leading to more frustration. He groaned loudly and bucked his hips. He needed release so badly.

But Pinkie and Rarity didn’t pay him any notice. They continued playing with one another, leaving Caramel alone and frustrated. “At least take the vibrator off of me!” he screamed into the gag – or, at least, he tried to scream that. What came out was more guttural noise than actual sentence. Tears welled up in his eyes in frustration. He couldn’t take any more of this. He bucked harder at his restraints, hoping against hope that they would finally pay attention to him.

“C’mon, Rarity, let’s let him cum,” Pinkie said, seeing the desperation in Caramel’s face and eyes. The two ponies had apparently been staring at him while he threw his fit. Rarity giggled and slid away from her friend, walking up to Caramel on the dais.

“Has my little filly learned her lesson yet?”

Caramel sobbed into the gag as he nodded his head. How could she be so cruel?

“Well, you haven’t totally finished your lesson, but I suppose we can remove some of your… restrictions.”

The ribbons around his head and cock – the ones locking the gag and vibrator to his body – magically fell away as she said that. The torturous vibrator gone and his spermy gag removed, Caramel was free to moan out his petition:

“P-pleeeaase, Rarity,” he sobbed, “please let me c-cum. I’ll do a-a-anything.”

“Almost there, my dear. But first, tell me what you learned.”

Caramel almost panicked. Why had she done this, anyways? What was he supposed to have learned? The few hours since this whole ordeal started seemed like an eternity ago. He had lived a whole lifetime while tied up and married to that horrible magical vibrator. All because – oh, right!

“D-don’t cum on the d-dress!”

Rarity smirked. “Not quite, Caramel. It was more like ‘Good fillies can control their urges.’ But you were close enough for me not to be too harsh on you.”

“So c-can I-?” He tried to gesture with his head at his penis, since his hooves were still tied to the dais.

“What?” she laughed derisively, “No, of course not. First you have to finish your punishment.”

“That wasn’t the punishment?!”

Rarity picked up the giant dildo lying next to Caramel with her magic once again. Caramel looked at it for the first time since the new torture began, but where once there was just terror at the possibility of being penetrated with it, there was now the burning desire to have some release. He squeaked in near-silent panic as she once again coated it with lubrication, but his painfully-aroused cock began to twitch in anticipation, too.

He felt two hooves around his head, and he wrenched around in an effort to find whoever they were attached to. They were Pinkie’s, and she was lying down above him.

“Hi, Caramel!” she said, as if this were just an ordinary meeting in the streets.

“H-hello, Pinkie Pie,” he stammered out the response. Most of his mind was trying to concentrate on the phallus hovering in the air near him.

“How did this happen, Caramel? I wouldn’t have you pegged-“ she snortled at her own pun, “-for the sort of pony who would be up for this.” She smiled at him as she said this. There was no judgment or shaming in her eyes, just a friendly smile. Caramel tried to come up with a short way to explain that day’s “festivities,” but before he could gather his thoughts, he felt Rarity move the dildo to right outside of his anus.

“Caramel…” Rarity’s voice was soft and sultry. Caramel wondered how much longer she’d torture him.

“What?” he gasped. By Celestia, he wanted it.

“I just need you to tell me one thing, to show me that you’ve really changed.” Caramel looked at her as wide-eyed and plaintively as he could – he couldn’t muster any sort of vocal response.

“Just say how badly you want this in you.”

Caramel groaned and tried to articulate something, anything, to get her to finish this ordeal.

“I- I want it more than anything. I need it. Please, Rarity, I need this so badly.”

She smirked. That was pretty good, but she needed to see how far he would go for her. She rubbed the head of the dildo up and down Caramel’s rear, teasing him more and more.

“Do you need it more than… Wind Whistler?”

He was stunned – not just by the question, but by the whole concept. He’d hardly thought of his girlfriend since this whole thing began.

“Th-that’s not fair, Rarity! Don’t make me say something like that.”

Rarity’s face contorted into a fake pout. “Well, if you don’t need it that badly, Caramel, you can always go back to her. I’m sure if you tell her why you’re so worked up, she’ll understand.” She stopped rubbing the phallus’s head on Caramel’s ass and started to set it down on the floor.

“No! Wait!” Caramel groaned again and tried to summon the words to his lips.

“I need it more than anything. I need it more than her! Please fuck me with that- that thing.”

Rarity’s mouth formed a devilish grin as she returned the dildo to its place at the entrance of Caramel’s anus. The restraints around his legs loosened and fell away, and Rarity carefully took the still-moist summer dress off of Caramel’s body. He felt Pinkie Pie cradle his head in her hooves.

“Wow, Caramel!” she said, “Just… wow!” She reached down and kissed him long and deep, he desperately returned the kiss. Doing it upside down made the kiss difficult, but he just wanted some contact, some reassuring touch.

Right then, he felt the monstrous dick pushing at his anus. His hole was tight, but with a little more force from Rarity’s hoof, it eventually accepted the great thing. Caramel pulled away from Pinkie’s mouth as he let forth a high-pitched squeal from his own. Only an inch of it was in him, at most, but he was already feeling sensations he had never felt before. The pain was unbearable – he had no idea that anything that large could fit inside of him, but Rarity’s push didn’t let up.

“Oooh, he’s a real moaner, isn’t he, Rarity?” Pinkie laughed as she caressed Caramel.

Caramel’s howl turned into a dull moan of pain and pleasure. It continued until Pinkie’s mouth met his again in a long kiss. She stroked his mane with her hoof and held his head still while the giant dildo continued its advance into his body. She pulled away briefly when he seemed to settle down a little. “You’re handling this like a pro, Caramel! Even I can’t take that big one,” she said softly. He looked into her eyes gave her a weak smile before she kissed him again.

Rarity pushed the dildo into Caramel even harder, and Caramel once again yowled in pain. Rarity delighted in the sound he made, though it was muffled by Pinkie’s mouth. Pinkie released him from the kiss, and he found himself staring into Rarity’s eyes. The dildo was still moving – Rarity’s magic at work. He struggled to keep his attention on Rarity rather than the cock moving deep inside of him.

“Tell me how much you want it again, my pet,” she said, leaning over him to look him in the eye.

“Oh, Celestia, I need it,” he whimpered.

“Tell me what you are, darling. Tell me you’re a slut.”

Caramel felt Pinkie’s hooves lovingly stroke his mane again, reassuring him. The words came only in gasps. “I-I’m a little slut,” he whined. “Please let me finish, Rarity. Please.” Rarity smiled and her horn glowed with more magical light. Caramel felt the phallus in him piston back and forth, and he screamed in ecstasy and painful relief.

His eyes watered, his anus clenched around the toy, and Carmel felt the orgasm he had been sitting on for all those hours surge forth from inside of him. The paroxysm took hold and he lost control of his body. Pinkie Pie laughed wildly as Caramel’s seed shot out, gracefully arcing through the air and landing on Caramel’s chest and face.

“Aw, that’s the cutest thing ever, Caramel,” she said. She leaned down, giggling as usual, and moved to lick his coat, only to hear Rarity stamp her hoof. “Caramel! You did it again!” the grey pony whined. Pinkie looked up to find the source of Rarity’s irritation. When she saw it, she started laughing even louder than before.

“Yo-you got in your mane!” Pinkie could hardly get the words out before doubling over in laughter. “AND ON YOUR FACE!” Rarity’s face shone bright red through her coat and the splotches of Caramel’s semen. She grit her teeth together and mumbled, “A lady doesn’t care for getting messy, Pinkie. This is disgusting.”

“Oh, it’s not so bad, Rarity,” Pinkie said, sliding up to her friend. She gave Rarity’s face a lick. She seemed to calm down a little. Before long, Pinkie and Rarity were back to kissing and fondling one another, rolling on the floor. Soon they were entwined in one another’s bodies, simultaneously licking at the other’s vagina.

“So… uh…” Caramel wasn’t sure what to say. “What do I do now?”

“If you want to go now, you can, darling. Nopony is stopping you,” she said without looking up from Pinkie’s excited cunt.

Caramel thought about it – he could go back home, forget about this whole ordeal. He could pick up some flowers for Wind Whistler on his way back and never mention to her what happened. But if he did that…

“Or you could stay here!” Pinkie eagerly said. “We’ve got a party to go to later tonight, and I’m sure you could tag along, right Rarity?”

“Well, he’d need a new dress, but I’m sure they’d love to have some more… entertainment.”

Part of Caramel still wanted to run from Rarity and whatever she had in store for him, but the prospect of finding out more was just too enticing. “I’ll stay,” he said firmly.

“Oh, great, you’ll love it!” Pinkie said.

“Yes, Caramel, you will. Big Mac will be there, I’m told, and he’ll love to meet you.”