Play Me Like A Cello

by Budget_Player_Cadet

Rating: mature
Tags: Original Character, My Little Pony: Friendship is Magic, Rainbow Dash, Romance, Octavia, Sex, DJ P0N-3, Human
Length: 36866

Octavia finds herself taken in by the way a human plays the violin and starts wishing he was playing her instead.

Last chapter out!

There's a new musician in Ponyville - a human - and Octavia, the local cellist, feels strangely attracted to him. Is it just his music, or is it something else entirely? When he comes knocking at her door looking for someone to practice with, she gets a chance to find out.

Shameless Human/Octavia shipping.

Contains: drunken/drugged sex (entirely consensual), hoof-licking, human on pony, cheating, wingjobs, hornjobs, mild S&M, slightly less mild S&M

Published 2014-12-02 18:40:06 UTC
Last updated 2016-06-24 13:14:27 UTC

Spinning and Rolling

Author's Note

EDITED AS OF 20.10.2015. Minor edits, but still ones that matter.

Spinning and Rolling

Vinyl Scratch sat on her haunches, watching what she could through the keyhole. She could only see glimpses of what was going on, but the scene was clear enough. Octavia had gotten up onto the bed and presented herself, and the human was approaching her...

While she could only see bits and pieces of the action, the earlier moans had been all too audible.

"I should be working on my set," she muttered to herself. "Stupid sexy Octavia, bein' all loud 'n' hot like that."

She took another peek, trying to get a glimpse of the details.

She heard Octavia whine, "Fine, you win. Please... Touch me."

The human's reply was like music in Vinyl's ears. "But I have been touching you."

"Please," came the muffled voice from behind the door, "Stick your Celestia-cursed fingers in my pussy. Play me! Play me like a dirty bucking instru-Ahn!"

Vinyl bit her lip. This is hot. Her hoof slowly wound its way down her chest, gently rubbing past her teats as she reached, as though in trance, for her marehood. She watched the human do... something. It wasn't quite clear through the keyhole but the effect it had could clearly be heard - Octavia usually tried quite hard to avoid making noises like that.

The next sound Vinyl heard was a loud, coarse smack that seemed to resonate through the doorway. She bit her lip harder and started touching herself in earnest. The soft base of her hoof rubbed against her clit, and she couldn't help but envision herself in that room. She had seen Octavia with lovers before... But she'd never heard a reaction like this. He was dominating her, and she was loving it. Vinyl wished she could get a closer look at the action, but the sounds were enough to drive her fantasies.

Her horn sparked up and a white-blue field started to glow on her nether lips. It slowly coalesced into a phallic shape, and Vinyl cooed softly as she pressed her favorite toy against her womanhood. As it slowly penetrated her, she couldn't help but imagine being in that room, being dominated by that bizarre, alien creature...

She had to bite her hoof to stop from gasping, but she held her concentration - this was a dance she'd danced many a time. Her hoof went back to her clit as she heard Octavia moan for the beast to go faster, and she in turn went faster, imagining the creature rutting her as though possessed. She panted and gasped as her imaginary lover knelt over her, thrusting in and out like a madman. It drove her crazy, and the sounds of sex coming from the adjacent room only made her imaginations more vivid.

She started gasping as her magic started to wriggle and vibrate, following a beat in her head that seemed to resonate throughout her whole being. She cooed and hoofed herself harder, feeling the pulses course through her. Her legs twitched beneath her, and she struggled for breath as the pleasure became overwhelming.

"B-b-buck, you mooonster," she cooed to the empty hallway, "C'mon. Take me-!" She quietly begged for just a little bit more to drive her over the edge she so desperately sought. Almost immediately, she got what she so desperately needed.

"Harder! Ahn! You're driving me - Ah! - crazy!"

Vinyl squealed into her hoof, her magic pumping like crazy within her as she rushed past the point of no return. She moaned into the darkness, not even caring that someone might hear. Her pussy squeezed around her magic, which dissipated as her world turned to a sea of white. She clenched her eyes shut as her body shook from the intensity and she sunk to the floor. She could feel her pussy gushing out onto the floor as she rode out the waves of orgasmic pleasure.

She lay there for a minute, panting and wheezing, before she remembered where she was. She sat up, her haunches still wobbling, and looked through the keyhole.

They were still going!

She watched silently, biting her lip as the human took slow and measured thrusts, pacing himself.

She slowly stood up on her unstable legs, almost slipping on the mess she had made on the floor. As she walked away, the mare muttered to herself, "I have gotta try that ride out. Wonder if 'Tavi would share?"

The strange bipedal creature skipped through the streets of Ponyville, humming a soft melody to himself. The late afternoon sun warmed his back, improving his mood even further. He completely ignored the strange looks from various ponies. Their expressions usually ranged from curiosity and intrigue to distrust and revulsion. He didn't care. Normally, he'd just ignore it because he figured that his presence would become commonplace and uninteresting soon enough. Now, he ignored it because he genuinely didn't care.

His dry spell was over. Two weeks of being surrounded by technicolor quadrupeds, and before that several months of no luck with the women, and now his losing streak was over thanks to a lovely lady who plays a mean cello.

With her hooves.

...Okay, so it was still a little weird. But not weird enough to ruin his mood. Especially after the 'practice session' that had ran so long into the afternoon. He felt good. So relentlessly good, he reckoned that it made Pinkie Pie look subdued by comparison.

"HEYA JAMIE!"

Suddenly and completely without grace, James was bowled over by what appeared to be a pink version of the Tasmanian Devil. Coming to a rest with the creature on top of him, he opened his mouth to speak but was interrupted by Ponyville's preposterous party-planning pony plunging a previously-prepared pastry into his mouth.

Dammit James, you know better than to challenge her like that, especially right in front of Sugarcube Corner. She's a mind-reader!

Pinkie Pie snorted and giggled. "You look so much happier today and I couldn't help but surprise you with a 'congratulations for making up with your friend' cupcake!"

"Pinkie. Get. Off. Me," James grunted, mumbling through pieces of cupcake and frosting in his mouth.

He stood back up, pushing the pony aside, but the grin quickly returned to his face. "Yeah, we did a little more than making up."

The gears turned in Pinkie's head as she stared at him, a puzzled look on her face. A moment later, her eyes widened as she deciphered James' statement.

"So that's what I smell on you," she declared triumphantly. She hopped in a circle around Jamie, chanting, "Jamie's got a marefriend, Jamie's got a marefriend!"

An errant twitch of his eyebrows surprised him, but James had already decided that nothing was going to ruin his day. After all, he had woken up this morning next to a stunning mare, and he had felt absolutely okay about it. What could go wrong?

Smiling, he reached out and scratched Pinkie behind the ears. After all, there was hardly a better way to get that ball of energy to calm down. Sure, it would get him some funny looks from passers-by, but he wasn't about to be put off by that today, no sir!

The obnoxious chanting abated almost instantly as Pinkie leaned into him, inviting his fingers to work their magic.

He whispered to her, "Pinkie... Come on. Not everyone has to know that. Let's have a little discretion, eh?" He removed his fingers from her mane, and gave her his warmest grin.

Pinkie snapped back to reality and gave him a knowing nod. "All right, I'll keep quiet about it."

His expression became somewhat milder. "Besides, I don't know if that's what's going on yet. We never really talked about it that much." He sighed, a pensive look passing over his face, before he continued. "Anyways, Pinkie, it's been a pleasure, but I have to go. Twilight is probably going to come looking for me pretty soon if I don't check in with her."

"Yeah, and I should get back to work. It's busy in there today!" She took off at an unreasonable speed through the doors of Sugarcube Corner.

Chuckling to himself, James continued his walk through Ponyville. Whatever he and Octavia were, they'd figure it out the next time they spoke.

Before he could pass the sugary bakery, Pinkie ran up to him again.

"Wait, Jamie, Vinyl wanted me to give you this," she said, rummaging around in her mane until produced a brown package. "She also said she was sorry about yesterday."

"Vinyl..." He puzzled for a moment, before he realized who Pinkie was talking about. "You mean that white unicorn with the blue mane?"

"Yeppers, that's her! She seemed really bothered about it." Pinkie's expression didn't seem to match what she was saying at all - her tone seemed worried, but she gave him what seemed like a sly wink.

James raised an eyebrow, wondering what she meant, but decided to ignore it. Pinkie was Pinkie, after all. He shrugged.

"Oh, I'm fine. Didn't you have to get back to work?"

Her eyes widened in shock, and she zipped back, as though pulled by a rubber band. James shook his head, laughing as he continued on his merry way.

Home sweet home. Well, really, just one room on the ground floor of another couple's home. It wasn't much, but the bed was soft and the walls were thick enough for him to avoid most of the noise complaints when he practiced. Indeed, he had never felt quite so happy to call a place like this home. The whole situation had seemed very alien to him at first, but he felt like he was finally getting used to things. Getting over the prospect of literally never having sex again will do that to a person.

He dropped off his violin case and made for the kitchen, where Lyra was rummaging through the fridge.

"Hey Lyra," he said, reaching past her to grab at the leftover half a sandwich he had from the previous night. "How's everything?"

Lyra's face fell as he took the sandwich, and he shot her a "You-do-know-that's-my-sandwich-right?" look. It wasn't the first time he'd had to shoot an annoying roommate that look, and he wasn't about to shy away just because Lyra was technically his landlord.

She settled for a somewhat wilted tulip salad and sat down at the table with him.

"Not bad, not bad. Can't complain." A sly grin came over her face. "So," she mumbled between bites of her salad, "Where were you last night? And the night before?"

James grinned back. "Out." He knew this game, and he enjoyed it.

"Out where?"

"Oh, places." He was also better at it than most liked to put up with, although he had yet to find Lyra's limit.

"What kinda places?"

"Fun places."

The mint-colored mare puzzled for a moment, and then guessed, "You spent the night at a friend's house?"

"Well, kinda." Try as he could, he couldn't keep the faint smile from ruining his poker face.

"...A mare's house?"

"And that's all you're getting out of me," he replied, grinning ear to ear. He paused just long enough to see her disappointed reaction, and then decided to rub it in. "I'm in a good mood today."

He took another bite of his sandwich. The ham and bacon were missing, but the lettuce and tomatoes worked pretty well on their own. Focusing on the sandwich distracted him from the curious expression forming on his housemate's face, and let him ignore her question until she repeated it.

"...I said, how was it?"

"A gentleman doesn't kiss and tell." He gave her a warm, innocent smile and took another bite, slowly savoring both the taste of his sandwich and his ability to drive her mad.

Lyra pouted. "Whatever. Jerk."

"Oh, don't be like that." He ruminated for a moment, flexing his digits, and then decided to twist the knife one more time.

"Apparently fingers are pretty good at hitting those hard-to-reach spots."

Lyra blushed and sat back in her chair, apparently done with her interrogation.

"Huh, bet a unicorn could do it better," she muttered to herself.

The table relapsed into a temporary awkward silence. James finished his sandwich off, and looked to the package he had left on the table.

"Wazzat?" mumbled Lyra through a bite of her salad.

"I'm not sure." James carefully removed the tape on the sides of the box, and opened it. Inside, there was a record in a sleeve, and a note. Opening it, he began to read.

Hey James,
Sorry we got off on the wrong hoof the other day. I guess I took the ribbing a little too far.

Anyways, Pinkie's throwing a party in a little over a week, and she asked me to provide the music. I saw your concert and thought to myself, "You know what would really turn this up to 11? Your sick chops and my sick wubs." If you're interested, just meet me in the basement of #16 Canterlot Road, tonight at 7, and we'll talk it over, see how we feel about it. It's a paying gig, in case you're wondering.

-Vinyl

P.S. I dunno if they have music like what I do where you come from. The record has a few tracks of mine on it; give it a listen.

James put the note down, and turned to Lyra. "So apparently, Vinyl wants me to guest star with her at one of Pinkie's parties."

She grinned. "Ooh, awesome. Pinkie only hires her for really sweet parties. You should totally go."

"Yeah... I've actually never heard her music before." He took note of the way Lyra's eyes widened. "Do you guys have a record player?"

"Upstairs bedroom. Go. Don't wait. You're gonna love this."

James shrugged, and grabbed the record. "Okay then, I'll be right back."

The house shook for about five minutes, and then Lyra heard the human thumping down the stairs. Probably taking two at a time again. He ran into the room, his eyes wild and fiery, a crazy grin plastered across his face. She'd seen that face before, not too long before his concert. She made a mental note to congratulate him about his performance at some point.

"Hey Lyra?" he panted, slightly out of breath.

"Yeah, James?"

"What time is it?"

"A little past 6... Why?"

But he was already gone.

It wasn't too long before James stood before an unassuming wooden door at the outskirts of town. He could faintly hear the thump of bass emanating from within. The basement entrance seemed out of place with much of the rest of Ponyville, the typical cobblestone architecture giving way to dirt steps and a concrete floor, but the number on the postbox was quite clear - #16.

He pulled open the door, and he was greeted by a pony that looked like it had seen its fair share of rough nights sitting in a booth by the entrance. The bulky stallion looked at him and grunted.

"So this is what she meant by 'you'll know it when you see it', huh? Pon-3 told me she'd be looking for you. She's just finishing up her set now; afterwards, go meet her in the backstage area. You'll want this."

He slid a wristband over, and James put it on. It had the word "VIP" printed on it.

"Until then, feel free to enjoy the show, and welcome to the Night Mare."

The air was thick and musty, pulsing in soft bass tones as James walked down the poorly-lit, narrow corridor. He put his hand on the metal door at the end of it, and pushed it open.

The soundproofing behind him, the throb of the bass rose into a crashing wave that stunned him for a moment. As he regained his bearings, he found that he was overlooking a large dance floor, where bodies seemed to pulse and thrust with the music, hooves against the floor helping to build the intensity of the rhythm. The space in front of him was dark and muddled, with most of the lighting coming from strategically-placed strobes or glow-sticks worn by ponies in the audience, but far above, the stage was awash with light.

Blazing spotlights poured down on the stage and the mixing board that was its main centerpiece. The surrounding stacks of amplifiers thumped, visibly vibrating with the force of the music. However, the lights shone brightest on the pale coat and electric-blue mane of the mare commanding the whole thing. James stared at her, the rhythmic motions of her head, the way she danced back and forth on the stage, the glint of magenta from her glasses.

A hoof grasped his arm, breaking him out of his reverie. He looked to see who had grabbed him, only for a sharp tug to send him stumbling down to the dance floor. He managed to right himself by slamming into someone else, who shouted out an excited, "WOO!" and spun away, presumably to continue the mosh-pit chain reaction.

James looked around for the guilty party, and saw a cyan-skinned pegasus with a scruffy, rainbow-colored mane dancing over to him. He was pretty sure he had seen her at Pinkie's "Welcome To Ponyville" party, and around town - you don't tend to forget features like that.

"Hey," she shouted over the blaring music, "You seem lost. C'mon, dance with me!"

"No," he shouted back, "Not now, please!" He tugged at the straps of his violin case, half to make a point and half to press it to his body and keep it out of danger.

"ALL RIGHT EVERYPONY, WHO'S FIRED UP?" The voice blared through the speakers as the last song wound down and the next started up. "I GOT ONE MORE NUMBER FOR YOU TONIGHT! WHO'S READY FOR THE BASS CANNON?"

The crowd exploded, roaring a mismatched chorus of cheers, screams, and chants of "DJ PON-3!" as the music started again, a pulsing bassline growing louder and louder.

James slowly wound his way through the mass of ponies, leaving the sunken recess and surveying his surroundings. He saw a burly-looking pegasus with tiny wings standing in front of a door marked "VIP" across the room, and took the long way around the dance floor to get there. He presented his wristband, and the stallion grunted, allowing him passage.

The area was a simple backstage establishment. A drab room with a sofa, a small buffet table stocked with snacks, a few chairs in no particular arrangement. James set his violin case down, grabbed a can of soda, and sat down on the couch.

Alone in the room, he listened as the music outside, still clearly audible despite layers of soundproofing, reached a fever pitch. He envisioned himself alongside it, laying down a melody over the bass, and he liked what he heard.

He slowly and carefully took his violin out of its case and plucked at a string, ensuring the tuning matched what was going on outside. As she wound up for the next drop, he brought the instrument to his chin, ready to pre-empt the drop. The melody seemed all-too-clear, and his bow buzzed across the string, flinging the contents of his mind across the room.

Another minute of the bass thumping and his violin wailing, and it dropped exactly where he knew it would, leaving a palpable silence that was all too soon swallowed up by loud jeers and screams of the partying crowd. He heard a muffled voice shout, thanking everyone and telling them that the next set was at some hour he couldn't make out. He ran over the melody in his head, doodling on his violin, searching for the right notes.

He wasn't at it long when Vinyl stepped into the VIP lounge. Her white coat seemed so much less shiny, her blue mane so much less vivid without the white-hot spotlights, but her magenta eyes shone brightly in the mild pall of the bulbs overhead.

"You're here early," she remarked, passing him by to grab a bottle of some indeterminate liquid from the table. "Catch any of the set?"

James grinned, lowering his violin. "Yeah, pieces of that last song."

"You like?"

"Yes, a lot! I can totally see what I should play to that, too. That said, if you want me to join you, you're gonna have to relax some of the upper registers."

"...Beg your pardon?"

James rolled his eyes. "There's no space in your music. I can't play over the high keys."

Vinyl gave him a look that shifted between puzzlement and insult, then shrugged and took a long swig from the bottle. "So, I take it you're interested?"

"A paid music gig? At this point I'll take what I can get." James chuckled, then noticed the sour look on Vinyl's face. Definitely insulted. "I'm kidding," he reassured her. "Your music sounds really good, and it's a wonderful basis to work with. Do you want to run over a few tracks, or maybe-"

She cut him off. "Thanks. Hey, sorry about yesterday."

His smile faded as he remembered. "It's fine," he grumbled. "Don't bother hungover humans; we can get aggressive. Sorry for throwing you out."

"No hard feelings, then?" The mare looked at him... hopefully? He couldn't quite read the expression.

"No hard feelings," he confirmed. "So... You want to work on some material? I kinda figured we'd be figuring that stuff out."

Vinyl dismissively waved a hoof in his general direction. "Eh, I'm kinda tired from that set. Besides, I know you've got what I'm looking for already."

"...Seriously?"

"I saw your show the other night. Trust me, I know a good collaboration when I see one."

James gave off an irritated look. "Seems kinda unprofessional to me."

"Professionalism proschmessionalism," she replied, waving a hoof around dismissively. "Are you saying you can't do this?"

"I didn't say that," he grumbled.

Vinyl walked up to him, smiling. "Awesome. Look, I didn't really invite you here to listen to you play."

He sighed. "Yeah, but you barely know what I can or would play to this. And I really was looking forward to playing music with you." As much as he tried to hide it, his disappointment was quite visible.

"There'll be time for that later. Tonight, I kinda want to do some other stuff. Show you the ropes, you know?"

As James wondered what that had meant, the door to the VIP-lounge burst open, and the pegasus from earlier waltzed in. Much to James's dismay, she butted into the conversation with all the subtlety of a sledgehammer. "Vinyl," she said, "Radical set!"

Vinyl gestured to the newcomer, and said, "James, meet my close friend Rainbow Dash. You can call her Dashie." James didn't miss the annoyed glare Dash shot her. "I'll be honest, there's a reason I invited you here instead of, say, to my pad. You see, I was kind of a dick before, and I wanted to make it up to you. And what better way than giving you a VIP tour of the Ponyville night life?"

Rainbow tilted her head, giving him an odd stare. "He doesn't seem to like dancing," she said, a somewhat dismissive tone creeping into her voice.

James stood up, stretching his neck. "I had to take care of my violin." He popped his joints, nodding at the instrument beside him. "I didn't want to break that."

"Pfft. Who brings that to a nightclub." Dash punched him in the shoulder, laughing.

"Someone who thought they'd have to audition?" he said, rolling his eyes. "Not that I'll be using it any time soon," he grumbled, sitting back down.

Vinyl laid her hoof across Dash's withers. "Hey, lay off him. James is cool." She turned to James, shooting him a winning smile. "C'mon, man, it's not all bad. Just chill out and have a good time with us. I didn't think you'd bring your violin, and this really isn't the time or the place for a jam."

"Yeah, I guess you're right," he muttered, placing his violin back into its case. "We can play music some other time."

Concern crossed her face. "Are you into this kind of thing at all? Dancing, loud music, crowds, laser shows...? 'Cuz if not, you don't have to stick around. It'd be a shame... I was looking forward to showing you a thing or two, but it's fine."

James reassured her, "It's not my usual scene, but I usually have a good time when I go to things like this." His smile grew as he thought about his past exploits on a college trip to Prague. "Get plastered, dance until your legs want to give out, take some things of very questionable legality... Good times."

Vinyl chuckled at him. "That doesn't sound like you."

"Just because I treat my professional life with respect doesn't mean I can't cut loose," he responded, chuckling to himself. "I thought this was business, but I can work with a little pleasure."

"Good to hear. Just one question, then." Her face took on a devilish grin. "Do you..." Her horn glowed, and a small plastic baggie flew out from underneath the couch. "...Really want to get to know the night life?" She held the baggie in her magic, showing off the small, white pills within.

He blinked, staring at the round tablets. "These look like things of very questionable legality," he said, laughing. Just like Prague.

Dash grinned back. "Oh, they're not questionable. They're forbidden. For being too awesome."

The unicorn passed one of the pills to her, and held another up for James to take.

James stared at the small pill and took on a more serious tone, trying to hide the uncertainty in his voice. "How long is this going to last? I have to work tomorrow..."

Vinyl patted him on the side. "Eh, a few hours. You'll be a bit hung over afterwards, but not worse than after a few drinks."

James stared at the pill with some mild trepidation. He had tried party drugs before, once, and the experience had been not entirely unpleasant. He grabbed it from the magic's grasp, and looked to the two mares. "What the hell," he said, a wide grin on his face. "You only live once."

"You know," Rainbow smirked, "You always seemed like such a square when I saw you."

"Oh come on" he responded, chuckling to himself. "I'm not that boring, am I?"

The look from Dash said it all.

"Okay, fine, so maybe I'm a little overdue on the whole 'cutting loose' thing." He adjusted his collar and held up the small white tablet. "To not being a square, I guess."

Together, the three of them downed the pills.

James blinked twice, looking at the two mares, and said, "When should it kick in?"

"Give it a minute or so," Vinyl responded. "Let's just say..." She kicked open the door to the VIP lounge, dropped her magenta shades over her eyes, and shouted over the loud music that blared in after her, "This party is about to get Pon3-licious!"

The music thudded in James's head as he followed the two out into the teeming mass populating the club. The new DJ team, a pair of stallions, were bobbing their heads back and forth in sync as the music poured from the speakers. The sound entranced James, and he waded out onto the dance floor, his head bobbing above the rest of the crowd. As the music dropped away, a drumroll building in the background, he felt the flow of energy within them, ponies slowing down their movements, holding back, waiting for the drop. The lights dropped out completely, and with a high-pitched scream from the DJ, the bass dropped.

"Oh COME ON!"

The lights and sounds exploded from the speakers and strobes. James felt the rays pierce him, the deep bass pushing down on him as his head waved back and forth. The ground felt like it was rumbling, shaking beneath him; it was all he could do to move his feet in time with the shockwaves sent out by the massive subwoofers. The lights flickered, bathing the area in patterns of light and darkness, and in the flashes, James saw a stampede - a torrent of movement that seemed to be traveling too fast to make out, without actually going anywhere.

The seconds blurred together, and then the minutes. There was nothing there but the music, the sound of hooves slamming the floor, and a feeling of incredible togetherness. He spun around the room, his body quaking with delight, whipping random ponies up into impromptu paired dances and hugs, eliciting more than a few shocked reactions. Whirling around, he slammed into a large stallion's rump, who kept his balance and slammed back, sending him stumbling into another group of dancing ponies, knocking a magenta-colored mare to her knees. He paused his bouncing, reaching out a hand to help the pony up to her hooves, and giving her a deep, long hug. His smile only widened when, after a moment's caution, the mare hugged back.

Her fur along his exposed neck felt like nothing James had felt before - velvety and soft, eliciting a sizzling tingle as she rubbed ever-so-gently against him. The soft bristles tickled his senses, sending jolts of fire across his collarbone. Her long, curly mane was right there, and he sniffed it, letting the intoxicating scent of lavender and peppermint fill his mind, the color and the aroma tinting his vision pink and purple. He moaned softly into the tide of the music, a gentle sound unheard by all but those closest to him.

The mare pulled back, blushing softly, and smiled sheepishly at him.

He smiled back, taking her shyness and returning unabashed warmth before he twirled away.

He continued his wild dance through the room, a wide grin on his face. He wouldn't have been able to tell if it had been minutes or hours when a wing snagged his arm at the edge of the mass and pulled him away. He whirled around to find himself face to face with Dash.

"THIS IS AMAZING," he shouted over the music.

"TOTALLY RADICAL, RIGHT?" she shouted back, her head bobbing in time with the insistent rhythm of the music. "Come with me," she said, grabbing the hem of his shirt insistently with her teeth.

The music still pulsed in his head as they moved to a quieter alcove, removed from the proceedings by an aisle and a locked door, where Vinyl was waiting for them on a plush couch. She raised a glass of some bubblegum-pink liquid, took a swig, and said, "Hey James, enjoying yourself?"

James stared at the mare in front of him, and the words bubbled forth. "Yeah, it's really great here. The music is fun, and I can feel the energy, and everything is just awesome!" He walked forward and hugged the unicorn, nuzzling his chin on her head. "Thank you so much!" He turned to the pegasus and did the same thing, casually stroking the edges of her wing. "And thank you too! I love this!" The feathers felt soft and pliable beneath his fingers, and the muscles twitched and pulsed, showing a strength their size would seem to make impossible.

Dash pulled her wing away, blushing. "Getting frisky, are we?"

Vinyl looked at James' puzzled expression and laughed. "Oh, he wouldn't know. Dashie, didn't I tell you what happened when he met Octavia? James, grabbing a pegasus's wing is... how did Pinkie say you put it... 'A sex thing'?"

James blinked, confused, and then broke out laughing, an unnatural exuberance filling him. "That would totally explain why Flitter kicked me," he giggled, remembering an unfortunate encounter. Almost as quickly as his confusion had left him, a thought occurred.

"It doesn't bother you... does it?" he asked, a frown forming on his face.

She chuckled.

"No, we were kind of hoping to buck you anyways."

She leaned in to give him a quick kiss before he could react. Her lips burned on his, even for the split-second that they made contact, and when she pulled away, she gave him a seductive smirk.

James looked, dumbstruck, from her back to Vinyl, and started laughing. "Seriously?" he asked in disbelief.

He backed off, but didn't know why. Something told him this was a bad idea. That he was forgetting something. He tried to focus on it, remember what was bothering him, but the past felt so fuzzy. By contrast, the present was in sharp relief to an almost absurd degree, and he giggled with sudden giddiness. The music was still there in the background, providing a throbbing buzz that clouded his senses, but he looked around him and noticed that the alcove they were in was fairly private, and that the floor was incredibly soft.

"Yeah, seriously." Vinyl slowly stalked around him. "After hearing how you treated my roommate... I just had to try."

There it was again - something deep in his mind seemed to shout at him that it was a bad idea.

But it was somehow deep and distant, and his train of thought was interrupted again as he felt a muzzle slide up against his ribs.

"The Night Mare isn't just a dance club, you know," Vinyl breathed as she pressed her nose under the hem of his disheveled shirt. "Most of the patrons come here to dance, but there are... other things that go on here in private." Her snout felt warm and fleshy, the hot air dancing across his skin like the angels on their proverbial pin.

James moaned softly. He felt a tap on his shoulder, and turned around to see Dash opening up for a hug. She embraced him, first with her hooves, and then with her wings. The feathery appendages surrounded him, turning his world into a sea of downy, sky-blue feathers and giggles, as the both of them burst into laughter for no good reason.

James felt the wings part slightly to allow Vinyl to kiss the nape of his neck.

"I just thought," she said throatily, "That you might want to get to know the other types of pony. After all, from my experience..."

He felt something soft, almost ethereal brush against his groin.

"...Earth ponies are the boring ones."

James looked down to notice the front of his pants glowing slightly, and immediately felt pleasure surge through him as his soft member was teased by a rubbing, feeling surge of magic, which, though it quickly abated, left him grinning like a madman.

Dash leaned in to kiss him, and he reciprocated, moaning into her mouth as her tongue snaked out against his. "Touch my wings," she rasped into the nape of his neck, her breath forming eddies and whirlpools against his skin. She pulled away, turning to the side. "I bet you'll love it."

James sighed at the removal of the downy feathers, but eagerly moved up to stroke along her back, just above the joints. Beneath him, the pegasus squirmed. "So sensitive," he half-whispered, half-giggled.

"Yeah," came the voice from behind him, "And you haven't even touched the good parts yet."

James took that as an encouragement to wander further down, gliding his hands over the bony joints, lightly fondling the surprisingly soft material. As he moved up the wing, the bristly fur gave way to velvet down. It felt familiar, but he couldn't quite place it, and didn't really care that he couldn't.

James shrugged, focusing on the pegasus before him. Her wings were fully erect, stretched out behind her, and she whined for him. He ran his fingers over her primaries, remarking at the soft texture, and towards the muscular core that made up her wing. They twitched slightly, moving under his fingers and treating him to the sensation of the flesh holding the feathers in place.

From behind him, Vinyl breathed, "Pegasus wings are phenomenally sensitive. Preening them is a fairly intimate thing, and while it is not necessarily sexual, it usually is." She trailed her muzzle up and down the back of his shirt, coaching him. "The feathers themselves have no nerves, but they're connected to a really... nice spot. Especially the ones nearest the bone. See that one there? It's loose, it needs to go." Her magic highlighted an askew secondary.

Dash cooed as James gently wiggled the indicated pinion until it came out in his hand. "Mm... That is good. So gentle..." As it came loose, she gave her wings a little shake.

James giggled slightly at her reaction, the slight flutter rubbing the feathers against his shoulder. He found another loose feather, and moving as slowly and carefully as he could, removed that one too. His hand slowly strayed back towards the bone.

"That little area of flesh is... Dangerous territory..." Vinyl said with an amused expression on her face. "It's called the wrist and... It's so much fun to tease."

She clicked her tongue at him. "Celestia, why are you wearing so much?"

Her magic enveloped James' body, feeling almost like warm water before his shirt suddenly was tugged free, causing the fabric to tear in protest. Within seconds the shirt was forgotten, as she moved behind him to lick his back, right between his shoulder blades.

"This is the spot you want to aim for. You'll make her go wild." Vinyl voice was sultry and thick with not-so-hidden promises of pleasure.

James could barely restrain his excitement as he followed the lusty white unicorn's advice. His hands started to explore Dash's body. They glided over her silky feathers and down the fleshy wrist beneath, and she gasped in pleasure as her body quivered with a need for more. James wasn't one to keep a pony waiting as he massaged the warm flesh, causing the winged mare to shiver even more. She released subtle signs that she was enjoying it as she started to pant from the stimulation.

James leaned over the smaller creature and gently placed a kiss on her furry neck. He could feel the heat from her body warm his lips. She gasped with excitement, her feathers spreading out further still at his admonitions. He could feel her squirm beneath him and continued his way down her neck towards her withers. He giggled into her fur as she arched her back up to urge him onward. It felt impossibly soft against his lips and cheek, and he stuck out his tongue, feeling the bristles brush up against it. It tickled, and he dragged his tongue down to where the wings met her back.

His reward was a spontaneous wobble and an unsteady moan. James nipped lightly at an axle - he loved the reaction he was forcing out of her, and could feel himself getting harder against her rump. Her wings fluttered as he ran his fingers across the feathers; she gasped and moaned softly as he gently prodded the tented fabric of his pants against her tail. It twitched upwards, giving him a short view of her marehood - and how close he was to being inside her.

Vinyl moaned against his back. "Go on. Show her just how unfair your advantage is."

He laughed, rubbing his hand along Dash's back towards her rear, feeling the skin twitch and wiggle beneath him. Her wings fluttered.

"Ooh, yeah. Vi told me you'd be good... Let's see it."

"Did she now?" James mused softly to himself, sliding his hand across the bristles of her tail. Grasping it tightly, he noted how coarse the individual hairs were, and tugged slightly. That got a gentle gasp from the mare he was playing with. He reached lower, pressing his palm softly against the rear hole.

"Naughty," she neighed.

The tail swatted against his chest, and he groaned as the tingling pain quickly became warm and pleasant. He didn't move his hand, and instead started lightly prodding his thumb against the orifice.

"Do you like my plothole?" she gasped as he pushed softly against it.

"It's tight," he muttered, his other hand sliding off her wings and down to her cutie mark. He rubbed soft circles around the cloud at the top, fingers brushing lightly against it.

Vinyl stood up on her hind legs, leaning against his back, and whispered in James' ear, "Careful; she doesn't like getting spanked the way Octavia does. Now, me on the other hoof..." He shivered as her breath tickled his earlobe. "Not to say she doesn't like it rough..."

He pressed his fingers gently onto the mark, gently tugging and massaging the skin, while his other hand sank lower still, brushing up against the folds of her marehood. He rubbed the bare, pink skin around the hole; it felt like something of a perverse, twitching cross between silk and velvet. He felt the slickness; she was already moist.

"You like that, don’t you?" Dash groaned. "Go ahead - touch it. I'm not afraid." She looked back and gave him a cocky smile.

James couldn't help but feel a certain sense of wonder as he slowly put a finger in, marveling at how hot it was. It felt like sticking it in an oven.

"It can get cold above the clouds, so pegasi are very... Hot-blooded," Vinyl rasped into his ear. "And just imagine what they're like in heat..."

Enraptured, James pushed further, his finger wiggling into the hot, slick hole. He felt a sense of childlike wonder, exploring something new and foreign. "Is this good?" he asked, letting the meekness in his voice shine through.

"Yeah, not bad. C'mon, though, I'm sure you can do better."

"Okay..." He slowly slid a second digit in, feeling her tighten around him as her wings fluttered in excitement. The strangeness of it all enticed him as he pressed further into the scalding, squeezing hole. He didn't get far before her muscles contracted around him, and he stretched his digits against it.

"That's - ooh! - more like it," she moaned, leaning back into him. "But come on, if Vinyl wants you, you've got to be something awesome. Quit holding ba-"

He chuckled and curled his fingers downwards, pulling at the spongy flesh.

"Oh... Wow... That's...." Dash stuttered out a few more short words before her voice was taken over by a high-pitched wail, and she shuddered, her pussy spasming around him, clenching around him like a glorious, silky vice. Her wings slowly spread, extending to their full span and stretching to an almost painful degree. Fluid covered his fingers, and he pulled them out to taste the bitter, salty flavor.

"...Awesome," she squeaked.

"Wow," he breathed.

"Fifteen... Seconds," the pegasus panted. "Not a record."

"Why'd you stop?" Vinyl chided, pressing him forward. "Dashie may come as fast as a Wonderbolt, but that doesn't mean you're done yet. A hair trigger and tons of stamina... Makes me jealous."

James looked in front of him, and sure enough, the pony was still there, wiggling her lithe ass and giving him a look that just screamed 'Fuck me'.

Or 'Buck me'.

James giggled at the vernacular. In any case, the mare clearly hadn't had enough yet.

He placed his fingers back into the winking hole, gently rubbing against the bottom until he found the spot he had touched before. He could feel sweat beading along his body as the heat moved up his arm. The dull violet color of the light on his arm was slowly replaced by a glowing pastel orange-red that seemed to grow from the mare's burning pussy, and he watched with bemusement, his fingers teasing her relentlessly. His own movement seemed to barely register in his head as he watched the spectacle unfolding before him. He worked his fingers up and down against her sweet spot, listening to the moans and feeling the contractions of a mare in ecstasy, and the warm glow slowly shifted lower, enveloping his chest and spreading towards his groin.

He felt her stiffen as another jet of hot fluid coated his hand. She shuddered, her legs wobbling and wings fluttering, trying to stabilize her.

"Awesome..." she groaned. "Fingers are awesome."

James stared down in front of him at the pussy, glowing bright pink even in the dull light of the room.

"Well, I have something you might like more..." He muttered, taking a step forward.

Vinyl cooed into his ear, "Go ahead. Mount her. She's ready."

His pants and underwear slid slowly to the ground. He couldn't tell if he had opened them, or if somepony else had, and he didn't really care. The room was spinning slightly as he moved forward, lining himself up. The heat in his groin seemed to match the heat in hers as the tip brushed up against her outer lips, covering it in her lubrication.

A feather tickled his nose, and a thought struck him. He started chuckling, a soft peal that gradually got louder.

"What's so funny?" whined Dash, turning her head to look at him.

"Ponies," he replied, clearing a tear from his eyes and taking a breath. "You're all ponies. I'm gonna ride a damn pony." His voice turned from a chuckle to a growl as he spoke.

"What do you m-ahn!"

Dash's follow-up question devolved into incoherent moans as he rudely shoved his way in, until her tight rump touched his hips.

The heat was intense. He felt his member grabbed by the strong muscles, like a velvet glove around him, and gasped, pulling back slightly.

"I'm pretty awesome, aren't I?" She swallowed her moans for a moment to boast, looking back at James with a competitive look on her face. "I bet... You've never..."

James rolled his eyes, and cut her latest statement short by grabbing her wings by the wrists and hilting himself inside her again. Her head rolled back on her neck, her tongue lolling out of her mouth as she clenched down harder still.

Using Dash's wings as leverage, James started pistoning in and out of the moist passage. As he did, he massaged and tugged the delicate feathers, making Dash's moans turn to screams and she shuddered, bathing his cock in her fluids. She twitched forward, slowly sliding off of him, her wings throwing up a storm of dust as they fluttered in the dank air.

James became acutely aware that the glow radiating from the place they had been connected was gone, and he stumbled forwards, grasping for Rainbow's hindquarters again.

Vinyl put a hoof in front of him, stopping him. "Give her a moment," she cooed, sliding it along his pussy-slicked cock. "Why don't you lie down? We've got a little something special planned for this..."

James laid himself down, his cock twitching in the open air. He noticed his heart was racing, and panted slightly as he rubbed his hands over his cock. Even that felt far more vivid, far more intense than usual. He slowly ran his hand up and down the member, enjoying the slick texture.

Vinyl sauntered around him, staring at the obscene display. "Look at you go," she chuckled, leaning down to sniff at his member. "I wonder if you're into colts; I bet they'd like that too. Hands seem like so much more fun when clopping yourself off."

He smiled. He wasn't into men, but somehow in his brain he couldn't help but imagine sharing the pleasure he felt with others. He imagined wrapping his hands around another cock, remembered his failed experiments in years past, realized he didn't really enjoy the thought, and shook his head.

"Nah, I don't think I'd do that."

"Aww... Oh well." Vinyl brought her head down, and gave a long, languid lick along the back of his cock. "Tastes like rainbow," she said, licking her lips.

"You girls are kinky," he proclaimed, through the daze surrounding his senses.

"Kinky and awesome," responded Rainbow. James hadn't noticed her looming over him, but she leaned down and kissed him, slowly lowering her body over him until the fuzz of her belly rubbed up against his chest. He felt her nipples brush lightly against his member before she slid up, letting it brush against her marehood. She was surprisingly light, but the warm, soft weight felt heavenly against his bare skin. He reached around for a hug, resting his hands at the axles of her wings and giving it a good, deep scratching, much to the delight of the pegasus.

When Rainbow pushed up and off him a moment later, the look on her face seemed slightly irritated. James tried to bring himself up, but she pushed him back down with her hoof, and positioned herself above him.

"My turn to ride," she growled, a tinge of cocky aggression creeping into her voice, "Just sit back and enjoy."

She slowly lowered herself onto him.

It felt different. Although the entrance felt slimy and loose, it quickly became almost unbearably tight, rubbing and chafing against him in a way that almost bordered on unpleasant. He looked down to where they were connected, and saw her softness winking and drooling against his crotch, his cock firmly planted in the other hole. He stared the nearly pained look on Rainbow's face.

"Are you all right?"

"Just... Fine..." She grunted, her face screwed up in concentration as she flexed herself. It felt like a toasty vice around his cock, the ring of exposed muscles squeezing him tight.

"I'm fucking a pony in the ass," he groaned. "This is crazy." He tried to buck his hips, but Dash pushed him back down. She wrapped her hooves around his back, holding him tight as she spasmed around him.

As she sunk further onto his cock, inch by glorious inch, she spoke between moans and gasps.

"Your cock looked good for - ohh - anal, and I - unh - decided I wanted to give it a try." She leaned in and kissed him with all the gentleness of a hurricane, sucking and biting at his lips. As he opened his mouth, she moaned into it. She licked at his teeth and wrestled with his tongue, all the while slowly pumping up and down on his shaft.

It was Vinyl who broke the kiss, pulling Dash away for herself. Her horn started to glow, and James felt the tight, slick passage pulse and tingle around him.

"Vinyl... That's..." Dash reared up, her wings fluttering, and started rubbing desperately against her clit as she slid up and down. The pace increased, and James felt the tight hole tense up against him.

He watched in awe as a phantom cock, made clear only by the shimmering magical field, shook and trembled inside her.

The vibrations coming off of the magical member, which seemed to pulse with the ever-present dull thump of the bass, reverberated throughout his entire body. He could swear he saw a sonic wave shoot across his groin and into his body.

Rainbow Dash leaned forward, moaning incoherently into his shoulder. A look of pain shot across his face as her teeth left deep bruises in his flesh, the pain diffusing into a buzzing tingle that seemed to reach throughout his entire body. He could see it, crashing over his skin like a wave.

In the dim light of the club, it was as if he was a canvas upon which sensations painted themselves. He felt the heat and tightness spasm and flex, a growing need pulsing through his manhood.

"Dash... I'm getting close," he managed to grunt, thrusting clumsily up to meet the mare.

"Then it's time to turn it up to 11," Vinyl crowed, her horn glowing brighter as the vibrations intensified. Rainbow froze, at the peak of her gyration, shuddering and whimpering.

Vinyl whispered to James, "C'mon. Finish the job."

"You got it," he replied, grabbing hold of Dash's flanks and pulling her down, skewering her on his hardness. She was so light in his hands as he thrust up and down, his climax always building, always just over the next hill, but never quite there.

She started to moan, an uninterrupted note, rising in pitch and ferocity by the second, until it became a keening wail, punctuated by intonations of "Celestia!" and "So good!" The ring of muscles around the entrance convulsed wildly, and James thrust like mad, trying desperately to cum.

"Go ahead," came the ever-patient voice from behind, that sultry temptress guiding his every move.

"Give it to her."

A grunt, and James felt the tension that had built up in his nethers spring through the shaft in glorious release. He pulled Rainbow down, hilting himself within her, and released string after string of cum. His mind went blank as pleasure flooded outwards from his crotch, filling up every part of him with a numbing, static haze. Her wings fluttered around him as she moaned and bucked, the impossibly soft cyan feathers further cementing the image building within his head of Rainbow Dash as an angelic figure.

Once he was finished, his load embedded deep inside the mare, his cock softened slowly. The embrace they shared cooled, and Dash, no longer pinned in place by his rod, collapsed off of him.

"So... Not... Fair..." she managed to croak out, eying Vinyl before her head drooped to the plush floor.

"Oh come on, you know most people can't handle all the Dash on their own," Vinyl chided as she leaned down to nuzzle the exhausted pony. "Plus," she eyed James hungrily, "I can't have you tiring him out too fast."

James said nothing, simply laying an arm over the pegasus and lying back to cuddle.

Vinyl was gracious enough to give them a moment to bask in the afterglow. James ran his fingers through the unruly, tangled mane and over the impossibly soft feathers. He sighed, lying back.

"You aren't too tired, are you?" Vinyl asked. Her voice, though still pleasant, rang of strained patience.

He sat up, his back turned to her, still focusing on the cyan bundle of feathers snoozing next to him. "I don't know if I have another one of those in me tonight." He spoke gently despite the goofy smile plastered on his face.

Vinyl reached over his shoulder and held out a bottle of water. "Take this. It's easy to forget to drink while flying."

He took the bottle from her, hastily gulping down the liquid - his thirst had indeed easily been ignored, pushed aside for far more pressing matters. It was only now that he realized how parched he was. Removing the bottle from his lips, he gasped for air, and croaked, "Oh wow, that feels so much better."

"I hope so."

Vinyl took the bottle as well, taking a long chug from it. The music had subsided somewhat; the ever-present throb of the bass becalmed. He guessed that they were switching DJs. In the lull, the room seemed to light up slightly, his senses less overwhelmed. Vinyl walked behind him, rubbing her muzzle against his cheek. A thought occurred.

"Why do all this?" asked James. There was a moment's pause, then he quickly added, "Not that I'm complaining, it just seems odd."

"Why not?" She shrugged. "You're new here, you're kinda weird, and I like weird. I guess I just wanted to see what you can do. You took to Rainbow Dash just fine..." She nodded to the pegasus, who was snoring lightly on the floor, her legs still twitching. "Let's see how you handle a unicorn."

Vinyl bumped her hindquarters up against his shoulder as she sashayed past, turning to meet him.

"I've been patient," she breathed. "I mean, after all, I kinda wanted to show you what you're missing when dealing with just earth ponies..."

Her horn glowed, and a glimmering blue sheen crawled over his bare chest, releasing a cool, soft sensation. It enveloped his nipple, and he couldn't help but giggle despite his fatigue.

"That's ticklish!"

She nipped his side lightly, and chuckled, "Unicorns can do all kinds of lovely things." She let the field disappate. "C'mon. Let's see what you got."

"I dunno if I can get it up again right away," he said, a frown forming.

Vinyl shot him an are-you-kidding-me look, which slowly faded into a sultry stare.

"If all I was interested in was your dick, I could have picked up any number of stallions here." She looked at his wilted member, giggling. "I mean, it's good, but it's nothing special."

James couldn't help but feel slightly insulted at the thought.

"No," she continued, "What I'm after is far more special than any simple cock... And it doesn't go soft."

She reached out a hoof, grabbing his hand, and placed it on her forehead, below her horn. As he reached back to scratch behind her ears, she giggled.

"Behind the ears is great for earth ponies, but for unicorns, the real fun is a little... further forward." She pushed his hand towards the base of his horn, staring at him intently.

Slowly understanding, he lazily ran his fingers over the plush fur surrounding her horn. It started to glow, and a light hum filled the air. "Touch it. It's not sharp."

He ran a finger along the protrusion. It was firm, with a thin layer of what felt like velvet. It felt like it was sending electricity buzzing through his digit as he got closer to the tip.

"Our horns are a conduit for magical energy. Just like a pegasus's wings or an earth pony's hooves, it can be nice when you play with it," she cooed, shivering as his fingers rubbed over the rounded tip.

James nodded and smiled. "So if I do this..."

He wrapped his hand around the horn, and Vinyl's breath caught in her throat.

"...You'll like it?"

The look on her face was one he knew all too well - the look of someone who's had the tides turned on them, who has suddenly realized that their position as the dominant party is at risk. He pressed forward, running his hand up and down the appendage and reveling in the panting moans that she gave him. This was a game he knew all too well, and he was good at it. He slid around her, his hand jerking off her horn as he stretched around to rub her cutie mark.

"Is this good?" he asked, the meekness in his voice giving way to aggression and pride.

"Yeah... Ngh..." Her rump twitched beneath his hand as he kneaded his fingers into the fur. He stretched his arm further out, reaching back around her shapely ass to feel for the damp velvet he knew he was so good with. He felt his hand tingle on her horn - the electric sensation was getting stronger. Looking over, he noticed its glow, providing a source of illumination in the dim light of the room. It danced off his face as he hooked a finger around her petals, probing it into the softness within.

Vinyl's deep, restrained grunts and moans made a pleasing contrast to the wild intonations of Rainbow Dash. She felt more like a hot bath than a raging inferno inside; softer, looser, slightly less warm, and absolutely sodden. "You've been enjoying the show, haven't you?" he murmured, as he ran his hand between and up her hind legs, noting how damp and matted the fur was.

"What can I say," she said, attempting to appear nonchalant and almost succeeding. "You and Rainbow were pretty damn-Oh buck not my cli-Ah!"

She moaned louder as James rubbed his fingers across her clitoris, pleased at how easy it was to find. She bucked her hips and bobbed her head, desperate for more stimulation, and James was all too happy to oblige, pressing harder on the button, enjoying the smooth, sex-slicked texture.

She moaned and gasped as his fingers tapped their way up and down her horn like a violin's fingerboard, hitting all the right notes in smooth succession. He imagined a little tune, humming it to himself as he tapped her button in rhythm, driving her over the edge in a matter of moments.

With a loud moan, Vinyl shuddered. Sparks flew from the tip of her horn, a handful burning themselves into his hand, releasing shockwaves that left his whole forearm tingling. Her pussy seized and flooded around his fingers, and he stepped back, watching the mare's face contort in pleasure.

"Good?" he asked, licking the tangy flavor off of his fingers.

"Yeah," she breathed, her tail still twitching and her rump still shuddering from her orgasm. "Now maybe it's time I returned the favor."

Her horn lit up, and a force pushed him back. He stumbled, collapsing onto his back, staring up at her. She loomed over him, grinning softly, her horn sparking and glowing. The shimmering blue field returned; a patch of glimmering light that slowly rolled over his chest, tingling and sparking with energy. He looked on with awe as it ran down his stomach to his groin, lightly enveloping his half-erect member in the spell. He groaned as he felt tiny shocks run up and down his prick, filling it with warmth. Almost immediately it rose to attention, his vigor seemingly renewed.

Then he felt it move further, down to his balls. It played with them, teasing and tugging at the loose flesh, leaving feelings of pleasure in its wake.

"So wrinkly," muttered Vinyl, staring at it.

It moved further still, rolling waves of pleasure along his taint, before he realized where it was going.

"Wait," he croaked, feeling it rub along his puckered ring, "I don't know if this is a good idea."

The magic paused, and Vinyl loomed over him. Her tongue darted out, running over his earlobe, and in a sultry whisper, she said, "Just... Relax..."

She kissed him, a gentle tingling sensation brushing past both his lips and his sphincter; a pressure which felt not altogether unpleasant.

He broke the kiss, feeling the pressure course through his hole. "I've... n-never..."

"Most haven't," she cooed, her horn glowing brighter as the pressure became more firm, feeling more solid. "But most ponies end up liking it..." As she spoke, he felt her magic press up against him, vibrating and shaking against something that felt...

The realization struck him seconds later. Oh god, I'm gonna c-

His cock shook and wobbled as the foreign sensations coursed through his prostate, and the white liquid started to leak out the top as ecstasy shot through his body.

"Oh fuck," he groaned as the sensations didn't stop. His mind still fuzzy from his release moments ago, he felt the force orb within him continue to pulse, massaging his cock from the inside out as he twitched, the expression on his face somewhere between blissful and pained. "This feels kinda weird..."

Vinyl sneered evilly at him. "You know, I could control it better if I put this in there..." Her eyes flitted upwards towards her horn.

James tried to protest, but it came out as a light moan as Vinyl worked her magic on his ass. He stared up into the unicorn's eyes, watching her sneer as he shuddered. A sneer and... A hint of disappointment?

The realization came abruptly, if somewhat late.

Before Vinyl could react, his hand shot out, grabbing her horn and interrupting her spell. The magic within him died, leaving him feeling empty, but aroused, as he lifted himself to his feet, putting more than a little weight on it. The sudden reversal left her kneeling on her forelegs, her head forced to the floor as James pinned her down, slowly jacking her off.

"You're not really a dom, are you?" He whispered into her ear. Another quick, rough stroke. "No, I've been around the block enough to know your type."

"Oh?" she growled, gritting her teeth and trying to free herself, and stifling a gasp as he tightened his hold around her neck. "What makes you think that?"

"You're not really into it."

Stroke.

Gasp.

"You've been waiting all night for me to take control, haven't you?"

Stroke.

Gasp.

"You have to play all tough and charismatic, but you really like it..."

Stroke.

Moan.

"...When someone puts you in your place."

Stroke.

Clench.

"Ahn!"

He leaned forward, and whispered in her ear, "The safe word is 'Sparkle'."

In a flash, James moved around to her back, releasing her. But before she could even raise her head, he had grabbed her haunches. He felt her tail whip against his chest, and winced at the pain, but it seemed half-hearted - as if she didn't really want him to stop.

"Naughty," he growled, and slammed his palm against her cutie mark. Her body jerked and convulsed, and he watched her bite her hoof to keep from moaning out.

"Don't," she whined. It didn't sound very much like "Don't." More like "Don't stop."

"Oh, don't hold back, you told me you like this," he crowed, smacking her rump again, the fingers on his other hand brushing against her pussy. "C'mon, moan for me. Moan like the whore you are."

And she did. She let out a deep, impassioned groan as he worked her over, tanning her hide with one hand and reaming her pussy with the other. A glorious, pained gasp, a butch groan. Music to his ears.

"You asshole," she crooned after a particularly vicious strike. A symphony in two words, the playful, pleased intonation relaying to him her true meaning.

His fingers curved within her and her knees buckled, spurting a trail of liquid over the ground behind her. Her moans became louder and higher-pitched, as another smack brought her to her quivering, unstable haunches.

"Damn," she breathed as the pleasure subsided. "I was wondering when you'd take the hint. After all, you did this so well with Octavia."

"...Beg your pardon?" James blinked. There was that fuzzy feeling again. That sensation in his gut that he was forgetting something important.

"With Octavia. You know, when you bucked her..."

There it was. That piece that had been missing before. It suddenly fell into place, and James felt a pit open in his gut, a pit wide enough to swallow the joy of the moment completely. His marefriend. He had a marefriend.

Fuck.

"Oh..." He stumbled back, the smile wiped from his face.

Vinyl rose shakily to her hooves and turned to look at him. "What's wrong?" she asked, the look on her own face changing to match the worry on his own.

"Octavia... Fuck..." He stumbled back, stumbling over his own discarded garments."This is not good... I can't believe I did this."

Vinyl looked at him and scratched her neck. "Uh... Is something wrong?"

"Is something wrong?"

The emotions boiled over, the fading high seeming to amplify every guilty thought.

"I cheated on her! I ruined it!" Images started running through his head, vivid reminders of past failures.

"Not even a day after I start going out with her, I do this? With two different ponies? Ponies?! Oh god, I can't..."

"Hey, c'mon, it's not that bad..." Vinyl tried to put a hoof on his shoulder, but he dodged out of the way.

"It's not that bad?"

He stared at her. His face slowly curled into a snarl.

"STAY THE FUCK AWAY FROM ME!"

Vinyl flinched back, a shocked, scared expression on her face.

The portrait of rage cracked. The tears would follow soon. They always did.

He hid his face. He couldn't let Vinyl see him cry. He scanned the floor for his clothes. His underwear was missing, and his shirt was in rags. He quickly slipped on his pants and ran for the door, ignoring the mare shouting after him. She didn't need to know where he was going.

He ran through the mostly-abandoned dance floor of the club, the few die-hards not giving him more than a passing glance.

He ran through the doors, missing the guardspony at the door rolling his eyes, and muttering something under his breath.

He ran through the streets of Ponyville. The cool, clear night air which had been so wonderfully different from the smog he had been used to felt empty, and the loneliness permeating the wee hours in Ponyville was absolute.

He didn't stop running until he found himself before the door of his home. The home that had felt so wonderful before. Now it just felt tainted by his drug-filled excess.

Opening the lock, he noticed just how tired he was. He managed to drag himself to his bedroom, where he promptly collapsed into an unconscious heap on the floor.

Coming Clean

Octavia awoke to the rays of the morning sun. She lay in bed for a few minutes, enjoying the warmth creeping across her sheets. Few things could match the feeling of staying in bed just a liiiittle longer than was truly proper. Especially when the walls weren't shaking because of that accursed dishwasher for once. She took a deep breath, sighing contentedly.

The last few days had been wild and strange, but she could hardly be happier.

Slipping out of bed, Octavia trotted towards the kitchen for breakfast.

As she passed through the living room, she noted that the couch was taken, but didn't think much of it. Vinyl always had a tendency to crash after a night out, and finding her roommate curled up on the couch after a long night of partying was nothing new to her. She smelled better than usual, though.

Octavia grabbed a blanket from a nearby shelf and gingerly spread it over Vinyl. It wasn't the first time Vinyl had crashed on the couch after a long night. "Spaz," she muttered, smiling as Vinyl's ears twitched. The scene was adorable. She couldn't resist patting her sleeping friend on the head before moving on to the kitchen.

It was one of those mornings that just cried out for an elaborate breakfast. Maybe some waffles? They were Vinyl's favorite. Octavia groaned inwardly at the thought. She didn't feel like putting in the work with those eggs, plus the iron was a pain to use.

Now pancakes... There was a thought. Freshly cooked buttermilk pancakes, topped with just a smidgen of maple syrup dripping off a slowly-melting pad of butter, maybe a bit of whipped cream and some strawberries... Octavia could feel her stomach gurgle at the thought.

She looked back at the unicorn on the couch, and sighed, remembering how they'd been treating each other over the last few days.

Waffles it is, then.

By the time Octavia returned to the living room, Vinyl had stirred somewhat. She was rolling back and forth on the couch, muttering something in her sleep. Octavia placed a plate of piping-hot waffles with whipped cream and syrup on the table in front of her, and Vinyl's nose twitched.

Awakening with a start, the unicorn promptly rolled over and collapsed to the floor.

Octavia smiled sweetly down at her. "Good morning, Vinyl!"

"G'mornin'," Vinyl groused. "What smells so nice?"

"Breakfast," Octavia replied matter-of-factly, and held out a glass of water. "Made your favorite. Might help with that hangover."

Vinyl slowly rose from the floor, carefully shaking out her haunches, and sat down on the couch.
"Aw, 'Tavi, you shouldn't have," she said, looking at the stack in front of her hesitantly.

Octavia sighed peacefully, placed her own plate down next to Vinyl's, and took a seat beside her.

"How was the show last night?" she asked, "Seems like you had fun. Usually, you make it to the bed." She flashed her her best innocent smile.

Vinyl sat there, saying nothing. Her downcast look seemed to intensify, gradually morphing into a droopy-eared frown. She levitated her fork and poked at the stack listlessly.

"...That bad?" Octavia winced and put a hoof around her withers.

Vinyl dropped the fork and shrugged her hoof off. "The show was... fine, I just..." She lapsed into silence for a moment. "Thanks for breakfast," she muttered.

Octavia's face fell. Vinyl was almost never like this. The only pony she saw with a more consistently upbeat mood was Pinkie. Certainly, she wasn't the type for much self-reflection.

"Come on Vi, it can't have been that bad…" Octavia consoled, "Eat your waffles. That'll cheer you up. I made enough for both of us, plus some extra." She giggled slightly. "I'm gonna surprise James at work. Do you think he likes waffles?"

Vinyl’s eyes scrunched up and she groaned slightly.

Octavia waited on an answer. When none was forthcoming, she asked again.

"Vi?"

Vinyl’s eyes shot open, and she blinked twice.

"Uh... Err... Maybe?" Vinyl turned a bright red before burying her head in her plate.

Octavia lifted one of her eyebrows in suspicion, but then chuckled inwardly at the mess of whipped cream and maple syrup this was bound to leave in Vinyl's mane.

"You seem really off this morning. Had another one of those nights, eh?"

Vinyl sat there in silence, so Octavia continued. "Well, you enjoy your waffles. I'm going to see if I can convince him to take lunch early."

She trotted off to the kitchen to prepare a treat for her special somepony.

Her special somepony.. How long had it been since she had been able to say that without a sense of trepidation creeping into her voice? Octavia whistled a jaunty tune as she carefully packed a box full of treats for her... Special somepony.

She giggled to herself at the thought.

James awoke to a very loud, very obnoxious ringing noise.

He tried to open his eyes and failed. Having given that the good college try, he groaned and rolled over... Or attempted to roll over, at least. His body didn't seem to want to do what he wanted it to do.

He decided instead to take stock of his surroundings.

He could feel something hard and phenomenally uncomfortable against his forehead and stomach. Upon realizing that his forehead existed, James also began to feel a dull, throbbing pain, like the mother of all hangovers.

This led him, however slowly, to deduce something.

He was lying face-down on the floor, rather than in his bed.

And then there was that noise. That very loud, very obnoxious, very enduring ringing noise. It wasn't making his headache any better, that was for sure.

What the hell happened last night?

Bits and pieces swam through his head. Something about a club, and Skittles...

Skittles?

James tried - and, in what was quickly becoming an uncomfortable trend, failed - to lift his head. He then decided that the smart move would be rolling onto his back, which he somehow managed.

On the bright side, his eyes were now able to open. On the really bright side, they were staring directly into the light of the rising sun. He opted to quickly close them again.

He rolled himself back over, this time with considerably more ease. His mind was fuzzy, as if someone had inserted a cat into his skull and shaken it vigorously.

Slowly but surely, James managed to raise himself to his knees and find the jug of water he kept near his bed. He drank greedily, enjoying the revitalizing liquid, and thanked the stars that the pain in his head was receding.

He gradually got to his feet and decided that for now, the wisest course of action was to turn his alarm clock off. Which he, with surprising competence, did.

"That'll do it," he rasped, sitting on the edge of his bed as the throb in his head slowly receded.

As it did, images of blue fur surrounding a reddened, creamed asshole replaced it.

It took about another minute before things started to click in his head.

James grabbed his hand, cursing in pain. Taking out his frustration on the wall was not the brightest idea. Pony architecture was surprisingly stable.

He thought about what had happened the previous night, and slumped forward in shame.

Great, he thought to himself, Just great.

He banged his head against the wall and groaned, regretting it immediately as the pain resurfaced.

And of course there was the knock on his door.

Of course.

There was always a damned knock on the damn door when it was least convenient.

"Everything okay in there?" came a muffled voice from behind the wall. Sounded like Lyra.

No, everything is not okay in here!

"Just fantastic," he shouted back. "Just fucking fantastic!" He started to trudge across the room when he heard another voice.

"James? I came to bring you lunch..."

James stopped mid-stride, his heart lurching in his chest. That wasn't Lyra or Bon-Bon.

He managed to croak out, "Octavia?"

He stumbled to the door, swinging it open wildly and collapsing on his face in front of two shocked mares. He glanced weakly up.

"Octavia," he rasped, "I... Uh..."

His marefriend glanced down at him, a look somewhere between disgust and pity on her face.

"By Celestia, James, what happened to you?"

"I..." He let his forehead sink to the floor. "I had a few too many drinks last night."

"I'll... Just leave you two alone then," said Lyra, who had been watching in silence. Giving a last glance over her shoulder, she awkwardly shuffled away.

Octavia offered James a hoof, and he took it, slowly getting to his feet. That dizzy feeling still wouldn't leave him.

"Seems like you really overdid it," she said. "And you missed work because of that?"

"Work. Dammit." James smacked his forehead, and immediately regretted it as his headache flared up again. "Ow..."

Octavia shook her head and tapped against his chest. "I expect my coltfriend to not be a lush," she chided.

A moment later, her face softened, and she gestured to a small package she was carrying on her back.

"Hey... I made you breakfast," she said. "And Jim's not unreasonable, or particularly bright for that matter. I'm sure he'll give you another chance"

James broke the embrace, looking at Octavia abjectly. "She didn’t tell you, did she..."

Octavia stared at him. "James, what's going on?" she asked, the worry in her voice apparent. "First Vinyl was acting strange and didn’t want waffles, and now I..."

She stopped mid-sentence, frozen still for a moment, and looked up at James.

"You slept with Vinyl?"

James sighed and nodded, mentally awaiting whatever she had to throw at him.

She took a step forward and slammed her hoof across James's cheek.

James, for the second time that morning, found himself sprawled on the floor. This time, though, he knew why.

"Yeah, I had that coming," he muttered to himself. He raised his head, then slumped back down, and muttered to the floor, "Octavia, please, I didn't know what I was doing!"

Octavia rolled her eyes. "Yeah, let me guess, she seduced you."

She poked him, and when he rolled over, she offered him a hoof, which he cautiously took. He looked up at her, and she stared back at him, her eyes seemingly more filled with annoyance than anger. He measured his words carefully.

"She gave me something... I don't know what. I couldn't think straight..."

Octavia’s face was a picture of haughty disdain. "How typical that she’d do that. And of course, the moment I get something nice, she can’t wait to get a piece of it herself."

James tried to hold back his surprise. He wondered... could he actually get out of this unscathed?

"So... you're not mad at me?"

"Oh, a little bit." She tossed her mane back, then pressed a hoof against him. "But I’ll get over it. Wouldn’t be the first time."

James shook his head. "So this keeps happening, huh?"

She strut around him lazily, speaking in a far more lackadaisal tone than James would expect. "Anything happens a dozen times, you get used to it."

James did what came naturally. He knelt down and wrapped his arms around her neck, pulling her into a hug. She stiffened briefly, then brought her own forelegs up to return the gesture.

"You're still not off the hook," she murmured into his shoulder. Pulling away, she snorted, "Plus, you smell just awful."

"Yeah, I probably do," he laughed softly to himself.

Octavia smiled. "Well then, come on, let's get you cleaned up. Which way to the bathroom?"

James pointed the way, and Octavia's eye glinted. "Let's scrub that stench of nasty skank off you."

Octavia breathed in the steam of the hot water. Lyra's bathroom wasn't quite as spacious as her own, but it was quaint, clean, and what some ponies might call "cozy.".

James stood there, still in his pants, and she couldn't help but groan.

"Come now, are you going to shower in those?"

James jumped to attention and started quickly shucking off his pants while his mare waited impatiently.

Useless, unnecessary work, Octavia thought to herself. Humans can be so silly.

Slowly the pants fell, and Octavia was pleased to see him not wearing the usual undergarments - As if form-fitting clothes needed an additional layer below them.

She still couldn't get over how cute he looked down there. Not much of a sheath; just a small, floppy thing, with dangling balls, and a thin layer of skin covering the head. She suppressed a giggle at the sight of it, remembering how it had been when he had actually used it.

As soon as James was free of the constricting fabric, she roughly pushed him forward into the shower stall.

"Roomy in here," he shouted over the running water.

Octavia stepped into the booth after him. "It's not that big," she said, grabbing a large, wooden brush with her mouth, and rubbing it over a bar of soap on the floor.

She held it up to James, and using the flat side, smacked his hairless, pink ass. The resounding yelp was thoroughly enjoyable.

She watched him jump, and gently pushed him into the stream of water, resulting in another yelp.

"Hey! Are you trying to cook me alive?" James shouted, jumping back out of the shower. "That's way too hot!"

Octavia nodded. "Yeah, I know. C'mon, let's get you cleaned up."

After tweaking the knob slightly, she pushed him back under the showerhead. Keeping him there, despite his protests, she got to work with the business end of the brush, rubbing it over his shoulders, pressing into the soft skin just a little harder than she thought she ought to.

"Hey!" he shouted, "Careful with that!"

Octavia paused.

"I'd like to be sure," she mumbled through the brush in her mouth, "To get the smell of Vinyl off you."

"You're doing this on purpose, aren't you?" James responded, looking at her incredulously.

"Oh, just now caught on?" Octavia gave his ass another whack with the brush. "Not that you haven't earned it. Turn around for me, will you?"

He glanced at her with an eyebrow raised, and she met it with a haughty, domineering glare; one mastered through years of socializing with the canterlot elite. His face softened, and she swore she could see a smile creep up on the edge of his vision.

After seconds that felt like hours, he shrugged.

"...Yeah, okay, I did earn this. Go ahead, I can take it."

"Good. Be good, and I’ll give you a treat." She smiled sweetly.

She went back to scrubbing, applying a slightly lighter touch as she ran over his armpits, and a slightly firmer one as she ran across his back, leaving the skin reddened from the coarseness of the brush. A short moment of nothing, a brief wind-up… A loud smack, but not the noise she had hoped for.

He gave her nothing. Not a peep out of him as she delivered the blow.

Perplexed, Octavia gave another swing of the brush, only to be met with merely a short slap of impact, but nothing else.

Another whack, more silence.

Again. Naught but a stifled whimper.

"Impressive," The mare breathed, slowly stepping around to stare at James from the front. His member, previously floppy and soft, was starting to firm up.

"Thank you, Mistress," he groaned, his arms still firmly pinned to his sides.

Octavia smirked. The last time she had gotten to do something like this was back in her Academy days, and dear celestia, she had missed it. It had been far too long.

She shook the thought from her head, and pushed James forward, out of the flow of the water until his back hit the tiled wall. She sauntered through the stream herself, slowly bringing her muzzle to the tip of his cock. Resting it there, she slowly breathed in and out, sniffing in the aroma of the previous night. The stench of Vinyl was rich, but beneath it, a delicious aroma that made her loins twitch, bringing her back to the previous day...

She stretched out her tongue and gave it a long, languid lick, running her tongue up from the tip to the base, where she lazily rolled it around the shaft to press against his testicles. She noticed his stance loosen as she caressed his cock, and smiled.

"Wash my mane?"

A hand reached down with measured speed, brushing past her cheeks to her scalp, parting her long, dusky hair. Another reached for a bottle on the wall, and carefully poured the silky white liquid onto her. As he started to rub it in, she slowly parted her lips and let the tip of his cock slide between them, savoring the salty taste and smooth, soft texture.

She slowly started to slide down the shaft, her tongue pressing gently against the bottom as she wrapped her muzzle around more and more of him. It wasn't until her nose pressed against his soft belly that she stopped.

Sitting there for a moment as he gradually lathered up her mane, she slowly started to pull back, dragging her tongue against his base. She could already feel him twitching in her mouth.

"Octavia," he moaned softly, his hands tugging, emphasizing his need, "You feel so good..."

Instead of following his hands' motion, Octavia instead pulled away, leaving him hanging. Instinctively, he pulled his hands away from her hair, earning him a scowl.

"Keep going," she growled. "Just because I tire of pleasing you doesn't mean you should stop."

James started to protest, but his words died in his throat as Octavia directed her gaze to the brush, a mean glint in her eyes. Instead, only two words left his throat.

"Yes, mistress."

"Good."

His hands started to work their magic again, and Octavia couldn't help but shudder with delight as he rubbed his dextrous fingers over her ears. His well-trimmed fingernails scratched at that particularly lovely spot behind them, and she couldn't help but let out a light gasp.

I'm glad I'm so good at bluffing, she thought to herself, barely controlling her hind legs.

"Am I doing this well, mistress?"

"Keep going," she moaned.

No way... she thought. I can't be so turned on already... I've just... got something in my throat.

It was exceedingly difficult to suppress her disappointment as he moved on, running his fingers through her hair to spread the lather.

"Your mane is so wonderful, mistress..."

The tugging and rubbing was even gentler than Vinyl’s magic, and with each gentle touch against her scalp, it felt so soothing and wonderful.

Having finished, he removed his hands, and Octavia smiled. She turned her rump to him, and leaned her head under the water, rinsing the lather out.

"Do my tail as well," she said, flicking it in his face.

James complied, running his lathery fingers through the strands. His fingers unfurled knots she hadn't even realized were there, and she purred gently at the relaxing sensations.

As he worked and massaged her tail, his hands started to drift south, and Octavia allowed it, brushing her tail aside to allow him easier access.

"That's it," she cooed, "Clean off all that filth."

His fingers danced across her crotch like a harpist searching for the right string. Slowly brushing against the skin, feeling, touching, but never anything more substantial. Octavia bit her lip at the sensation, and couldn't stop her hips from pushing back, grinding against the fingers that barely kept their oh-so-delicate distance.

Oh, you tease...

Octavia swatted at him with her tail. "You little..."

"Does it not please mistress?" He hid the smugness in his voice as well as the best of the Canterlot socialites, but her trained ears still caught it..

She growled, inwardly cursing at how fast he had managed to turn things around. That is not the hoof that horseshoe is on right now!

"James, you are making your mistress ang-Ah!"

Her forelegs buckled. Two fingers at once, right up to the knuckle, curved down against her sweet spot. His fingers felt too good; it was hardly fair.

Crap, that is the hoof that horseshoe is on, isn't it!

She tried to speak, but all that came out were unintelligible moans as he continued to attack her marehood. Her cries of pleasure only grew louder and throatier as a third finger joined the first two, and his other hand started tweaking her swollen button.

"Does it please mistress?"

No hiding that smug tone. He wasn't even trying. Octavia tried to muster a witty retort, but she could barely open her mouth before it was interrupted by a gasping moan. Her orgasm growing near, she bit into her forehoof, trying to keep herself from being degraded further.

"So sorry," he murmured, as he lowered his face towards her crotch, "I'm a terrible submissive... It starts out fine, but eventually I just..."

He took a long, hard sniff of her asshole.

"...lose my patience."

His tongue snaked out, licking at the sensitive flesh around her asshole, prodding gently against its rim.

Octavia screamed in pleasure. The fingers pounding and wriggling inside her. The firm touch on her clitoris. And now this? She wasn't so much walking towards the edge as being flung over it. The orgasm crashed over her like a wave of electricity bursting from her most intimate place. She writhed on the tile floor, whinnying and squealing.

And he wasn't stopping! He just kept pushing into her, prolonging the ecstasy.

"Oh CELESTIA!" she screamed, clenching around his fingers and leaking copious amounts of fluids down her legs. Her whole figure shuddered with the force of the orgasm, her eyes rolling back into her skull and tongue lolling out. She prayed with one breath for it to stop and another for it to last forever. The intense pleasure was impossible to withstand.

Slowly, the sensation receded, as did James's ministrations. Octavia panted on the floor, slowly regaining her composure. It took a while before she was able to stand up, legs wobbling but holding.

"Was it good?" he asked, the tone in his voice unreadable.

She turned to James, who was looking at her with a goofy, loving smile, rather than the smug smirk she would have expected.

"Y-yes," she stammered, caught completely off-guard by his reaction.

She was caught slightly less off guard when he kneeled down to hug her barrel.

"I'm truly sorry, Octavia," he murmured. "I’ve never met anypony who understands me as well as you do. I really hope I didn't mess everything up between us..."

Octavia pulled away, and screwed up her eyes in concentration.

Finally, she let out a deep breath. "You truly are a spectacular kind of idiot" She laughed, a far less bitter laugh than before.

Stunned silence filled the room. James looked at her, a glimmer of hope stuck beneath his suspicion.

She looked down at him, chuckling softly. “I think I’ve punished you enough for that. You don’t even know the real reason why I’m mad at you, do you?”

“...What?”

Octavia sighed.

"I’m going to be honest with you: I already knew Vinyl wanted a piece of you, and I personally gave her permission.”

Seeing his look of utter disbelief, Octavia could help but to giggle.

“I just would have thought she’d be smart enough to tell you about it, and maybe not jump you the same day. I’m not really that mad at you,to be honest"

"You mean," he grumbled, still a little hesitant, "You slapped me for no good reason?"

Octavia matched his annoyed gaze. “Well...You didn’t ask me first. Sure, she asked me, and I was okay with it, but you were ready to go at the drop of a hat? What if I hadn’t been okay with it? This is about trust after all.”

James took a deep breath, mollified somewhat. “I just… I just totally forgot everything and lost myself after the drug hit. I really fucked up.”

Carefully looking up, his tone slightly more hopeful, he asked, “So… does this mean you can forgive me?”

“You dummy,” she responded, tousling his hair, “Of course I forgive you, I wouldn’t have done all this otherwise.” With a weird look to the side, she continued, now muttering under her breath, “I think I like you too much for my own good. But there will still be consequences.”

The relieved, kind smile on his face said it all.

James breathed a sigh of relief, and let her go. "Good," he chuckled, "because Bonbon is gonna kill me for wasting so much hot water, and the last thing I’d need is to die single."

In spite of herself, Octavia couldn't stifle a giggle.

"Serves you right, you jerk." She licked his neck, then stood up.

"You wanna... finish me?" he asked, trying desperately to hide the need in his voice.

Octavia just smiled up at him, and took his still-hard member into her mouth. The feeling was still so wonderful. Unlike stallions, the human's member just seemed to slide right in, no flare to accommodate. Less of a challenge, but considerably... tastier.

She once again enveloped the flesh with her mouth, her nostrils pressed against his pubic hair. She could feel the heat of his cock against her tongue, the stifling sensation a welcome feeling in her throat. She moaned into it, gently rubbing his testicles with her hoof. His reactions turned her on even further. Twitching and moaning, gently pushing against the back of her head, muttering praise of her technique… She couldn’t help but be pleased.

She pulled away, letting her hoof rub up and down his cock. "I can feel you twitching," she murmured, watching the stiff flesh pulse in the cool air. "Are you getting close?"

"Yes," he moaned, "Please don't stop..."

Octavia complied, latching herself around his shaft. Her tongue rolled graciously around, and she could feel him tensing up inside her mouth.

"I'm so close," he moaned, grabbing Octavia's mane to pull her closer. "Oh god, I'm going to..."

She pulled away before he could, leaving his shaft twitching and throbbing against the open air, with an agonized look on his face.

"All clean," she said, turning away from him. She walked across the room and turned the shower off, flashing her rump every step of the way.

Turning back, she saw his hands reaching down towards his crotch, intent on finishing the job.

"Oh no you don't," she barked. If looks could kill, her glare would have done some significant damage to a dragon. Victory was sweet, and she wasn't about to have it taken from her.

James obediently snapped his hands back to his side.

"Good boy," she said, giggling slightly. She trotted up beside him, and nuzzled her head against his side. "I said I'd wash the filth off you... No point in getting you dirty again now. It would be a shame, wouldn't it?"

The downtrodden look on his face was simply too beautiful, and Octavia let out a hearty laugh. James eventually stopped pouting and joined in. "I’ll get you back for this," he chuckled.

"I look forward to it."

"Christ, it's been a long morning," James sighed as he took a seat at the kitchen table. "Where are those waffles Octavia brought me?"

Lyra looked him dead in the eye in a manner that seemed a bit too much like a staredown for his liking. Eventually she shrugged and looked away.

"Bonbon did it."

James moved his gaze to Bonbon, who had turned very red and hidden herself behind her newspaper.

"You know very well she's lying," she grumbled.

"Lyyyyyyraaaaaa..." James sighed. "You ate aaaall my waffles?"

"Jaaaaaaaames," she responded, "You used aaaaall the hot water?"

"Touché," he groused, stretching. A grin spread over his face. "Bon, you might want to cover your ears..."

After she buried her face further in the newspaper he paused, looked back to Lyra, and put the pouting look back on his face. He could barely mask his grin as he said the next sentence.

"I thought she punished me enough, what with the beating, and the scrubbing, and the scalding water, and the blueballing, and the being a total jerk to me, but yes, I guess not having breakfast is awful as well."

Lyra turned a bright red color.

"What's this I hear about someone eating all of my waffles?"

The playful, yet stern demand from across the room froze both of them. James turned slowly to look at Octavia. She looked stunning. Even with her typical annoyed smirk, her dark mane shimmered in the midday light, her coat as radiant as he had ever seen it and her eyes glimmering.

"Oh, wipe that goofy smirk off your face," she chided. "I also overheard someone mentioning our private time..."

She couldn't keep a straight face, and snorted, laughing. James, considerably more relaxed, joined in, and so did Lyra, giggling softly.

Octavia smiled sweetly at her. "Well, I guess I know who's making me and James lunch," she said in a saccharine, sing-songy voice.

A warm breeze wafted through the air as the mismatched pair departed. Octavia gently nuzzled James's side. The difference in size which had seemed so imposing before just seemed adorable to her now as they walked side by side.

James broke the peaceful silence.

"I still have that gig, don't I?"

"Hmm?" Octavia quizzically responded.

"With Vinyl."

Octavia's face lit up. "She wants to play a concert with you?" She bopped him on the arm. "Slut."

James grinned. "If you want, I'll cancel. Can’t be cheating on my practice buddy."

"That’s ‘marefriend’ to you, sir. Besides, I can’t wait to see what you two come up with."

"Audiophile," James chuckled teasingly, tousling her mane a little.

"You know it." Octavia rolled her eyes anyway, more out of force of habit than anything else.

"Wouldn’t want you any other way."

Author's Note

Well that took way too long. Writing your way out of a corner is hard.

Big thanks to Laury and Belgerum again. Next chapter: hopefully this year. :V At least I know where I'm going with it.

Beat Me Like A Drum

The room throbbed, waves of sound and magic rattling every surface. The speakers bounced outwards as wubs knocked the plaster off the walls of the basement of Sugarcube Corner.

But as familiar as the potent bass was to Octavia, the upper register was home to a sound totally beyond her experience. She had overheard snippets of their practice, but even so, the Canterlot mare couldn't help but stomp her hooves to the beat, and watch, enraptured, as James played his fiddle.

The instrument screeched and moaned; the speakers boomed and shouted. It let out anguished cries to the heavens; they expressed their ecstasy to the earth. Octavia felt her eyes water.

I have to come to more of these shows, she thought to herself, losing herself in the flow. She never would have imagined this combination could work so well, and yet, there was no denying how amazing it was. It was heart-stopping.

The last echoes of the wubs faded, leaving the crowd in silence for a moment. The lights faded to pitch black, leaving but a single spotlight. And in it was James, still wearing that horribly gaudy stage outfit from his first concert.

He lifted his bow, and placed it gently on a string. A slow, regal melody emerged, the clean tone resounding softly in the empty air. For a moment, nothing but the gentle melody of his violin could be heard, a slow progression that sounded quite familiar to Octavia. Then he held on the final chord. Vinyl's synthetic drums sprang to life, the beat doubling in speed. Vinyl screamed something into the crowd. His fingers shot to the frets.

Octavia had never seen a rendition of Alpacabel's Canon anything like it.

After endless hoof-shaking and congratulations, James and Octavia finally arrived home.

The moment the door closed behind them, she was on him. Her legs wrapped around his neck, and they crashed to the ground, a mess of limbs. She planted her lips against his, her hooves planting his hands against the floor. He leaned into the kiss, and Octavia savored the taste. His pink skin so soft against her muzzle, his short tongue completely overwhelmed by hers, she relished the sensations, so different and yet so so familiar.

Pulling away, she groaned, “Stars, you don't even know what your music does to me.”

"I could see you dancing," James responded, a stupid grin plastered on his face. "You told me you don't dance."

"I... usually don't," Octavia murmured, nuzzling his neck. Stars, he was so soft all over, and it was driving her crazy. "I made an exception."

She gently bit and sucked on his neck. He moaned as she pulled away, leaving a large, red mark. She let James' hand wiggle free from under her hoof, and felt fingers run through her mane and down her neck. How nimble they were, running across her fur and flesh.

She cooed gently, shivering as his fingers gently tickled her flank.

"I love how your fur feels," James whispered into her ear. He took the tip into his mouth, nibbling gently on it, and as Octavia's eyes rolled back, he smirked. "Looks like I found another weak spot."

The blush spread across Octavia's face. "If you get me too hot and bothered already, I might just have to take you right here, where anyone could see..."

As if on cue, Vinyl barged through the door, lugging a heavy crate of equipment behind her. She paused to stare at the two lovebirds.

"Oh come on, now you're just taunting me," She said, shaking her head. "Bad enough knowing he's off-limits without also having to watch you make out with him."

A sultry smirk passed between the pair. James chuckled softly. “Aw, feeling left out Vi?”

The unicorn shot him a look, but it slowly softened, and she rolled her eyes.

“I'm fine,” she said, forcing a tired smile to her face.

Octavia turned her head and passed Vinyl the kind of pleasant, evil smile one only learns by spending far too much time with the Canterlot elite.

“You sure? I could have sworn I heard through the grapevine that you wanted another shot at him... Well, today might be your lucky day... If you can accept a few conditions and follow a few orders.”

She watched as Vinyl's reaction cycled through surprise, excitement, hope, and then finally landed on suspicion.

Vinyl raised an eyebrow. "Really? After what happened?" She looked down to James, sizing him up. "Are you sure? Both of you?"

James lifted Octavia off his chest, and propped himself up on his arms. He grinned at Octavia, and she nodded.

“Last time there were some rather problematic circumstances. This time...” He paused, letting the awkward silence fill the room, before slowly and carefully finishing his sentence. "...The situation will be different."

Vinyl blinked, looking from pony to human to pony again. "And all I have to do is follow some rules?"

"That is correct," Octavia replied, smiling a sweet little smile.

An awkward silence filled the room as the gears in Vinyl's head clanked away. Her roommate rolled her eyes impatiently.

“So, do you want to?” James asked, grinning toothily.

“Um... Yes?” Vinyl replied, the confidence seeping back into her voice. “Humans are freakin' awesome!”

“Well, 'Tavi?” James probed. “Lead the way.”

Octavia couldn't help but grin evilly as she led the pair down the hall, stopping one door short of their usual room together. Retrieving a key hiding above the door frame, she gently unlocked the door, and opened it to a dark staircase.

Vinyl paused. “Uh... 'Tavi, why are we going down to the basement?”

Octavia smiled a quiet little smile. “Better... Acoustics”, she said. Grabbing something from an alcove, she paused. “Oh, and Vinyl? Come here for a second, will you?”

As soon as Vinyl stepped closer, she felt a ring slip over her horn.

“Rule number one,” snarled Octavia, “Follow orders like a good little whorse.”

The reaction was automatic; her horn sparked, pushing magic energy up against it, trying to free itself.

The ring responded by vibrating and sealing firmly in place, cutting off the flow of her magic.

Vinyl gasped in pleasure. “'Tavi,” she spoke, her tone wavering, “Where'd you get this? Aren't these things really hard to find? And illegal?”

“Consider it an early Nightmare Night present,” Octavia smirked. “Besides, Legality never stopped you from having fun before. Now come on, there's more down below.”

Vinyl moaned softly to herself. The ring fit snugly against her horn. It felt oddly pleasurable - a tingling numbness which made her whole forehead feel kind of fuzzy.

James bent down and whispered in her ear, “That feels good, doesn't it?”

“Mhh...” She grunted in assent.

Vinyl moaned as James ran a finger along the ridges of her horn. That felt good. Really good. Better than how he had touched her before. She felt the touch long after he removed his hand. It seemed like her horn's reactions were slightly sluggish, and it didn't seem to be fading as quickly as normal. Her hind legs started to rub together unconsciously, trying to eke out more stimulation. Vinyl could smell her own arousal, and she was sure Octavia could as well.

“It is ever so dark down here. Vinyl, would you be a dear and give me a light?” Octavia sweetly asked as they reached the basement floor.

“Sure... No problem...”

Vinyl readied her magic, trying to light her horn. The magic was already flowing by the time she realized her mistake. The ring blocked the flow completely, and it hummed to life, buzzing against the appendage, sending another wave of pure magical pleasure washing over her body. She bit her lip to stop herself from moaning. She tried to keep her balance, but found her legs swept out from under her by her friend. She collapsed to the floor with a thud.

“Oh... Buck me, I am – Ohh.... – going to get you for that, 'Tavi.”

“I'm sure you will,” Octavia replied as she smiled sweetly. “Eventually. But for now? You're mine.” She followed Vinyl to the floor, nipping her back, her neck, her ear.

“James, would you be a dear and get the lights?”

As the lights went on, Vinyl looked up. In front of her was a simple bed, stripped down to fitted sheets and… Oh dear. Hoofcuffs, bound to cords stretching beneath the mattress.

Then she saw black as a strip of opaque fabric - it felt like it could be vinyl - was pulled over her head. She reared back, but was forced back down by a hand on the back of her neck. It was gentle but firm, and she felt the fingers run through her mane, soothing her as the blindfold tightened around her eyes.

“'Tavi,” she whined despite James’s ministrations, “What is this?”

Vinyl couldn't see Octavia's expression, but when her sweet, sing-song reply came, she could picture it clearly.

“Payback.”

James grabbed Vinyl by the barrel, gingerly lifting her onto the bed.

“C'mon, 'Tavi,” Vinyl moaned as her cheeks flushed red, “I'm not that into BDSM...”

James chuckled softly to himself. “I think we all know that that's not true,” he said, running his hand over Vinyl's sizeable rump. “We haven't even tied you down yet and yet you're still kneeling with your butt in the air, just begging for it. Just like when I started to take over at the club.”

He leaned in close and gave her marehood a long sniff. “...And humans may not have the best noses, but I can easily smell how horny you are.”

She shivered at the touch. His fingers were so soft against her fur, gently pressing and tickling around her cutie mark. She could feel each little hair bend back under them.

“And even if you weren’t totally a sub,” Octavia giggled, “I do think a little bit of punishment is in order for what you did. And you did agree to follow my demands, didn't you?”

"Well... Yeah," she managed to mumble, slightly unsure.

"So we're in agreement: some punishment is in order. James?"

Vinyl's eyes went wide. "Wait, hang on-"

She heard a whoosh of air and seconds later felt the sting of James' fingers leaving a pattern of pain on her rump. A pattern that quickly started to tingle in a not-unpleasant way.

Vinyl heard Octavia slowly trot over to the bed.

“Illegal drugs...” The cellist cooed, her light tone masking her desire for vengeance.

Her hind leg was pulled aside and bound with the deftness of a cellist.

James gave her another smack.

“Stealing away my coltfriend for a whole week of rehearsals...”

Her other hind leg bound, her other flank reddened. She let out a soft groan.

“Making him freak out and miss his first day of work...”

Vinyl unconsciously stretched out her forelegs, and soon, they too were bound. She whined as James hit her lower thigh, even harder than before.

“And making me so damn horny in the process.”

Vinyl tensed up, preparing for another strike. Instead, the fingers found their mark between her thighs, sliding gently across her clit and over her lips. Her gasp quickly transformed into a throaty moan. He was spoiling her horribly, and she could hardly keep silent from the pleasure. And that accursed ring was still thrumming, its low intensity stoking her fire.

She shivered as Octavia whispered into her ear, “The safe word is the first measure of Beethooven's Fifth.”

“I...” Vinyl shuddered as James's ministrations continued, gritting her teeth and struggling to force out the words. “...don't knoooooh... What that is…"

She gasped as Octavia gave her horn a tap with her hoof

“Well it's hardly our problem if you're so uncultured that you don't know the most famous four notes ever.”

Vinyl could feel Octavia pull back, and raise herself onto the bed. The unicorn's nose filled with a strong, sweet odor. It enveloped her sharpened senses, pulling her in. It seemed like her tongue was completely out of her control as it reached out, trying to get a taste.

“Eager, aren't we?” chuckled Octavia.

Octavia’s marehood slowly came into reach, and the unicorn pressed against it, licking and sniffing, trying to fill herself with Octavia's delicious aroma. She moaned into her roommate's cunt, reveling in the pleasure.

She felt another firm smack against her rump, and gasped into the quivering flesh above her. As she caught her breath, she breathed in the heady aroma. Her horn was throbbing with arousal that refused to subside.

“Fuck,” came James' voice from behind her, “she's so wet.” Another spank sent waves of pain and pleasure through her, and she cried out.

“Vinyl, dear, you do realize I expect you to lick my pussy, and not just... whatever it is you're doing, right?”

Her tone had become noticeably more aggressive, so Vinyl quickly got back to running her long, broad tongue over the treasure trove before her, trying to stay focused. She licked along Octavia's outer lips, reaching her neck up to suckle softly at her clitoris. She could taste her arousal and, encouraged, kept going. She pressed against the folds, feeling them part, and pushed in, trying her best to stimulate the mare in front of her.

“Oh... That's much better,” Octavia gasped, grinding her hips into Vinyl's lips. “Keep going.” She sighed, and gently ran her forehoof against her captive’s jaw, urging her forward.

Vinyl kept going, but her own arousal was becoming overwhelming. James simply wouldn't stop striking her. Her cutie mark was going numb, and she was dripping all over the bed. She tugged at her restraints and moaned into Octavia's pussy.

“She's enjoying this a little too much,” Octavia grumbled. “She isn't concentrating on what's ahead of her. I think I’ll just have to punish her.”

Vinyl felt the delicious treat before her pull away, and whined, disappointed.

“Aww, is my pet whining? You like my pussy, don't you?” Octavia's voice took on a mildly vicious tone. “Don't worry, you'll get it back.”

The wooden bed frame creaked as the mare stood up and straddled Vinyl’s head. Her forehoof found Vinyl's horn, and the unicorn felt a wonderful, glorious pressure surround her.

She cried out, the ring vibrating viciously as her horn plunged into Octavia's hot, wet hole. Even if she hadn’t been so thoroughly teased, this would have been unbearably stimulating. But since she had been, she couldn't hold her voice back.

“Octavia,” she moaned through gritted teeth, “That’s… Oh… Lunaaaa…”

The folds of Octavia's pussy clenched around her horn, and her magic responded, trying reflexively to free herself, but only making the ring clench tighter and vibrate harder.

“Oh Celestia,” moaned Octavia, pulling up to let the metal rub and vibrate against her clit, “This is goOOod~”

Vinyl could hardly disagree, but she was currently beyond words. She panted and drooled against the sheets as her roommate used her horn as a makeshift vibrator.

She barely noticed that the spanking had stopped, and the shuffling of clothes behind her. She ignored it, focusing entirely on the pleasure radiating outwards from her forehead.

Octavia stopped bouncing for a moment, and settled down onto Vinyl's horn, moaning softly as the entire appendage vibrated against her inner folds. Vinyl whined, begging for more stimulation.

That stopped when she felt James' weight against her back, and something hard, yet oh so soft and velvety press against her rump.

“Do you want my cock?” James whispered into her ear. He nipped at her ears and neck, kissing around her withers.

It was all Vinyl could do to moan, “Uh huh...” into the bedspread. Lightly nodding was all she could manage in her current state.

And then she felt it. The member slowly spread her lips, sliding through her wet warmth with no resistance. Within seconds, she felt his hips bump up against her.

Behind her, James cursed, “Damn, you really are horny.”

Vinyl let out a low wail. James wasn't very big by stallion standards, but it still filled her nicely, spreading a soothing warmth deep within her. As he started to pull back, she could feel the tip scrape against her walls and cooed. Her horn was still buzzing with arousal, and now her pussy was squirming and squeezing around the intruding member.

"How are you this fucking tight?" James asked, pulling back. "This feels... Really good." He grunted softly as he pushed back in.

She couldn't stifle a moan as his hips slapped up against her rump again.

"Surprising she's so tight, given how cock-hungry she gets." Octavia said, amused.

As Octavia started to move again, Vinyl couldn't help but crane her neck, hoping to probe deeper into the warm, blissful softness. Her horn was drowning in ecstasy, and the throbbing in her pussy drove her wild. Being taken from both sides felt heavenly, and a pressure started to build inside her, like a spring coiling tighter and tighter. She moaned incoherently, her horn sparking with built-up energy.

Octavia moaned, "Do her harder, she's getting close!"

James obliged in the best possible way. Grabbing her flank, he slammed her backwards onto his cock, only to pull back and do it again a second later. And again. His speed picked up as he kneaded her rump, pulling her onto his cock over and over, using her like his own personal cocksleeve.

She was in heaven. She was in ecstasy. It was far too much for her to take, and she could feel her insides winding up, preparing for the ultimate release.

“Oohhhh Luuuunaaaaaa,” she moaned, deep and throaty, “I'm... I'm gonna...”

Vinyl felt the tension inside her reach to a new height , pushing past the point of no return...

But it didn't release. Instead, the tension remained, but the pleasure seemed to trickle away.

Vinyl cursed inwardly. She needed this. She craved this. She whined, bumping her head up and down, trying to get more stimulation, but she just couldn't cum.

"Whyyy?" she groaned as the feeling passed, leaving her painfully aroused but without release.

"Oh, I'm sorry, were you expecting an orgasm?" Octavia chided as she started moving again, grinding against Vinyl's head. "Tough. Maybe if you're good, and get us both off, I'll let you cum. But for now, be a good little slut and make that horn buzz."

Even as the pleasure faded, Vinyl couldn't help but feel the throbbing in her loins as James kept fucking her, gently pulling himself out before violently burying his cock in her pussy again and again. Carefully, gently, it left. then it thrust violently, his balls smacking against her swollen, engorged clitoris.

"Oh... Stars..." She moaned, "How long can heeeee-! Keep go-OH!-ing like thiiiis?"

Octavia chuckled.

"As if you don't know," she grunted softly as she lifted herself off of Vinyl. "I know you were watching us."

"Wow..." Vinyl groaned as he started to pick up speed.

Thump.

Thump. Thump. Thump.

Thump. Thump. Thump. Thump. Thump.

She let loose a guttural moan as she felt her insides coil and tense like a spring. Her whole body buzzed with energy energy, from the vibration of her hindquarters as James spanked her rump to the pulsing magic from her pent-up horn. She felt herself building again, and bit her lip to hide her moans. It was torture. Her whole body screamed for release as Octavia clenched and throbbed around her.

She could hear her roommate's moaning getting deeper and more feral, a sure sign that she was getting close, and focused more magic through her horn, causing it to buzz even harder.

"Uhn… ViiIinyl - ohhh... - good girl! Keep g-oh- going!" Octavia stuttered, as she started to bounce faster on her improvised sex toy. "You're gonna... Make me..."

As the vibrations pushed her ever closer to the edge, she was rewarded with a loud, throaty moan, and a dribble of marecum streaming down her forehead.

Octavia shuddered above her, her voice raised in blissful agony. She clenched tight around the horn, spasming in ecstasy as she rode out the orgasm.

"Damn," James breathed, "That's so fucking hot."

Vinyl could feel him redouble his efforts, taking her harder and faster. She bit her lip, desperately trying to hold back her own arousal, to wait for him to cum first, to avoid ruining another orgasm. Octavia's tight pussy clenching around her horn didn't help either. James similarly had no intention of making it easy for her, as he reached his hand beneath her to toy with her clitoris.

"P-please," Vinyl moaned, desperate for release, "Please just… j-just c-cum already!"In response, she felt another firm smack on her sensitive, reddened ass.

"You really want me to cum inside you?" he said, taking on a mocking tone. "You want it?"

"Luna yes," she wailed, as she flexed herself around him and he hammered her harder.

"What do you think, Octavia?" he grunted as he thrust harder into her. "Do you think she's learned her lesson?"

Vinyl felt the weight above her shift. Octavia raised herself off her, still twitching, and crooned.

"I suppose we can allow it."

With a swift twist of her hoof, the buzzing stopped and the ring rose from Vinyl's horn. Octavia gave it a long, languid lick, before whispering seductively in Vinyl’s ear.

"Go on then, you want to cum so badly? Then cum."

She dove back onto the horn, sucking and licking it like it was the tastiest thing in the world, savoring the taste of her own juices covering it.

Vinyl squirmed and moaned as all the magical pressure that had been building up was able to move through her horn again. If it had felt good before, the feeling now was incredible; it felt like she was about to explode. The thrusts in her rear reached a fever pitch, and she gasped.

"Don't stop," she begged, "Pleeaase, I-I-I’m so-OH! clooose!"

She could barely hold on, and finally, there was no need for her to do so.

A dam broke. The sensations that had been building within her nethers pulsed through her core and spread outwards, mercilessly flooding her body with pleasure. Vinyl screamed in joy as she finally released all the pent-up pleasure that had been building since they had started. Her vision turned white, her muscles strained against themselves, and her pussy clenched and throbbed violently. Time stood still as she peaked, her body violently shuddering as waves of pleasure crashed over her, her entire body consumed in the joy of finally being allowed to let go. She screamed to her goddesses, shouting in pleasure as the climax passed, leaving her panting for breath through her moans.

Her loins weren't the only things overdue for a release. Her horn sparked inside Octavia's mouth, lighting up her cheeks as a spout of magic flew from it. Octavia pulled back, but far too late to avoid taking the brunt of the explosive release. Her eyes rolled back in her head and she dropped to her knees as she was overtaken by the pent-up sexual energy. She screamed in pleasure as she came again, convulsing on the floor.

Strands of blue, magical energy filled the room. In her throes of ecstasy, Vinyl barely felt the human release, grunting and moaning as his cock emptied it's hot, creamy fluids deep in her pussy. Spurt after spurt, it poured into her, it's warmth and texture driving her mind wild with desire.

She barely had time to come down from the last orgasm when the sexually charged magic crashed over her and she was taken again. She saw stars. Caught by surprise, she buried her muzzled in the bedsheets and moaned. She could feel another burst of cum from James spurt over her flank, warm and sticky on her cutie mark.

He groaned, "Oh wow, what did you do?" staggering back and forth and ultimately falling onto the bed on top of her.

VInyl felt him collapse against her, and moaned softly as the pleasure slowly left her system. She sighed, enjoying the weight of the human on top of her.

"Oh Celestia, that felt good... We should do this again." She called out to Octavia, "Hey 'Tavi, you fall off the bed?"

"Buck off," came the muffled response.

"I'm kinda sexed out, 'Tavi." Vinyl giggled softly, then tugged at her restraints. "You gonna untie me, big guy?"

"In a minute," James sighed, wrapping his arms gently around her neck and undoing her blindfold.

She blinked as her eyes adjusted to the light of the room, and they lay there for a moment, simply enjoying each other's presence. Vinyl couldn't get over how soft his skin was, and how gentle his hands felt stroking her - such a contrast to the brutal strikes he had given out earlier. She giggled in delight, revelling in the afterglow as his hands ran over her throat and withers. As he presented a finger, she slowly took it into her mouth, suckling on it gently.

"That was fun," Octavia said, sighing contentedly as she slowly roused herself from the floor. "I hope you've learned your lesson, Vinyl." Her lusty smirk shattered any pretense she may have had with regards to correcting Vinyl's attitude.

Vinyl turned her head and grinned at her. "Oh yes ma'am, I'll be good, I promise." She struggled to keep a straight face, and James failed to suppress a laugh.

"You'll ask rather than just taking?" Octavia demanded, now more seriously.

"Yeah, 'Tavi, I will."

"Good."

She stood up and undid the restraints, pausing to give Vinyl's rump one more solid smack with her hoof, eliciting a soft yelp.

The unicorn sighed as her roommate cuddled up to her. Everything felt so soft and warm, and she purred quietly.

"So, now that we know you're sharing," Vinyl sighed, resting her head against Octavia's withers and chuckling, "Pinkie really wants a turn too."

Octavia snorted derisively. "Of course she does."

"Well, I don't see why not," James murmured, wrapping his arms around both mares. "So long as Octavia is okay with it."

"...We can talk about that later," she groaned. "I'm all sexed out for now, and nobody's going to get me to think about sex for the rest of the day."

"James, want to get your violin?"

Octavia stuck out her tongue, and laughed, "Vinyl, I will murder you."

“So…” James let the word sit in the room for a moment as he cradled the two mares in his arms.

Vinyl snuggled up closer, enjoying how broad his shoulders were. The firm feeling of his arm on her back and the fingers tousling her fur gave her a feeling of safety and warmth. She cooed softly.

“So,” he started again, “How’s this going to work?”

He loosened his grip slightly, prompting Vinyl to roll further onto his chest.

Octavia giggled. “You want to think about that now?” she asked, playfully swatting at his chest.

“Well… Yeah.” He tousled her mane. “I wanna know whether I should brag about a threesome with my marefriend and her roommate, or a threesome with both of my marefriends.” He threw Octavia a villainous grin.

Vinyl giggled softly against him, and shoved a forehoof in his face. “Seems pretty straightforward,” she murmured. “You’re her coltfriend, and I’m your mare-toy. I wouldn’t think too hard about it.”

“You never think hard about anything,” groused Octavia, reaching across James to tousle Vinyl’s mane.

Vinyl shook her head and nuzzled up against James’s shoulder. She could clean up her equipment tomorrow morning. Maybe Octavia would make waffles again. The last thing she felt before she fell asleep was James running his fingers through her mane.

Author's Note

Lindsey Sterling is awesome. Just sayin'.

And that was Play Me Like A Cello. I'm so sorry it took me so long to finish, but I just sort of ran out of steam a year ago, and just... stopped. Well, it's finished now. Massive props again to Belgerum for editing and proofreading the story; he really did a ton of work cleaning it up and making it presentable.

Hope you enjoy! :derpytongue2:

That Capricious Devil...

At first, Octavia had not known what to think of the creature that stood before her. It was tall - quite a bit taller than the average pony. It was pink and fleshy, with barely any hair to be seen outside of a well-trimmed beard and a mane that most reminded her of that troublemaker, Scootaloo. Short and scruffy. Rather unimpressive. It wore a lot of clothes as well. Quite the oddity, really. Additionally, on its forelimbs, there were odd, spindly appendages that looked more like the claws of a dragon or a griffon. They seemed unbelievably flimsy. They were also tapping on the door frame in a sign of mild impatience that Octavia would have missed, were it not for the slightly annoyed look on its face. Octavia snapped back to attention.

"...I said, I was looking for someone who I could play music with, and Twilight recommended I come to this address and ask for an 'Octavia Melody'. I hope I'm not intruding" The voice was distinctly male-sounding.

Ah yes. Twilight. She was in charge of dealing with him, because who else would be? Hard to turn down a recommendation from an alicorn princess, really. Octavia shook herself, and spoke hesitantly, "Oh, Twilight recommended me? I'm-... flattered. Who are you, again?"

The who-man (Hoo-man? Hue-man? Doesn't seem to be enough color in his skin for that to be right...) continued in a slightly more confident tone. "The name's James. Back where I came from I was a violinist." Octavia couldn't help but stare at him perplexedly. "Is something wrong? Am I in the wrong place?" he said cautiously after Octavia failed to answer for several seconds.

For the second time in as many minutes, Octavia had to snap herself back to attention. "Err... No, no, Twilight is quite good at giving directions. You're in the right place. Octavia Melody, at your service. Please, come in. Can I offer you some tea?"

The ~~who-man~~ ~~human~~ James sat awkwardly on the chair as Octavia served the tea. They hadn't said anything since she had invited him in, and the awkward silence was deafening. She could feel his gaze boring into her hooves as she carefully lifted the china teapot and poured into two cups, and she could only assume he noticed her staring at the odd way his legs crossed, too lanky to fit under the table. She finished pouring the tea and glanced up at him. "Is something wrong?"

James scratched his head and looked sheepishly off to the side. "Eh, you know, I'm just impressed at how good you ponies are with your hooves." He daintily picked up the cup with one hand, gripping it between his thumb and forefingers. "I can't imagine being so deft with them."

Octavia couldn't help but raise an eyebrow amusedly at the reaction. "Well, I do play Cello, you know," she said, noting the bemused look on James's face. The amusement faded somewhat as she saw that, and a question sprang to mind. "I mean, what, did you expect earth ponies to be helpless without our magic?"

James mused softly, "Well, we have creatures similar to ponies where I come from, but I don't think the comparison is particularly apt." Noticing her glowering at him, he held up his hands in protest. "No, no, not at all."

"I should hope not! My father built this house with his own hooves!" Octavia retorted. Noticing how James had demurred, she continued, "It's all right. You might want to watch that, though. It's a bit of a sore spot among us earth ponies, always being underestimated. I mean, I am quite the cellist, and there's no magic at play there."

If James had any sort of incredulous response, Octavia missed it. He sipped quietly at his tea, and said, "Yeah, I heard from one of Twilight's friends that that was a bit of an issue around these parts. The orange one, what was her name..."

"Applejack."

"Yes, thank you. Doesn't stop me from committing a social faux pas every now and again, but it is what it is."

Octavia nodded, giving him a pointed look, and James fell silent again. They quietly sipped their tea for a few minutes, the silence again only broken by the light clinks of the teacups and some soft slurping.

Eventually, James grew tired of the silence and spoke up again. "I notice you keep giving me odd glances. I've been in town for a few days now; I figured everyone had at least heard of me." He offered her a friendly smile.

She blushed slightly, trying to hide her guilt at being caught. "Well, only bits and pieces. I don't pay too much attention to the local gossipmongers." Octavia rolled her eyes. "Although my roommate told me a few things. Nothing substantial."

"Well, that's fine. I guess I am kinda bizarre to look at. Not too many things going around on two legs around these parts." James grinned. "Seems like a pretty quiet little town, honestly."

Octavia scoffed heartily. "Yeah, it seems that way. That's why I moved here, after all; Manehattan was a bit too hustle-bustle for my tastes." She put down her teacup and took a deep breath before continuing, losing a little of her stiff, formal posture and gesturing for emphasis, "You weren't here last month for the recent incident involving quite a bit of Ponyville being turned gaudy by that seamstress, who's friends with the princess. Or the month before that, when one of the princess's old rivals trapped the entire town under a magic dome. Or before that, when the god of chaos turned the town upside down and my cello into a large rubber chicken mid-concert!" She noticed James stifling a laugh. "It's not funny!" she protested, grinning in spite of herself. "Have you ever tried to play a rubber chicken? It's horrible!"

The mood having lightened somewhat, James opened up as well, and told her of his home. About his confusion at the way the weather worked - "On earth, 'how's the weather today?' is seen as a fairly standard greeting, rather than something you ask the local weatherponies!" - as well as the sun and the moon. This confused Octavia greatly, and she was pleased to hear that it had done the same for Twilight. The moon moving without magic. Preposterous. And what's this "gravity" nonsense? The princesses raise the sun and the moon! Although apparently, they didn't have anything like them either. What a queer world.

As they spoke, Octavia barely noticed her earlier apprehension melting away. The smile she wore and the laughter that rang out became less and less cautious as he told her a story about an associate who went completely off the deep end.

"...So there he was at Midnight in our living room, looking as crazy as could possibly be and looking for a place to stay (which, of course, we couldn't give him after the stunt he had pulled). The last we heard of him, he had ended up in a mental institution, and his ex had made it a point to re-evaluate some life choices." James stretched his arms over his head and pressed his spindly fingers against each other, creating a series of loud pops. Octavia looked on in puzzlement, wondering if that didn't hurt. He finished his cup of tea, put it down, and looked up at the clock behind her on the wall. "Uh, Octavia, is that clock accurate?"

"Yes, it is. Why?"

"Oh dear. I hadn't meant to stay so long. I have to prepare for my concert!"

Octavia's ears twitched, intrigued. "Oh, the signs hanging up around town were yours?"

"So you do hear about some things." He smirked. "Yeah, I have to get ready to go. It's in less than an hour!" James stood up, picking up his violin bag, and said, "Sorry for the awkwardness earlier, and I'm sorry we didn't get around to playing any music."

Octavia stood up as well, walking over to James. "Oh, don't worry, it was a pleasure talking to you, and I'm glad you told me about your concert. I'll have to go theeeere--" Her thought process was temporarily scrambled and she let out a blissful sigh, her eyes rolling back in her head. James had just opted to scratch her behind the ears. His fingers were soft, with hard, smooth nubs on the end, and it felt heavenly. Each little scratch released a deep, warm wave of relaxation, relieving itches she didn't know she had, making her moan softly as they worked in conjunction and...

Nonononono "STOP!" She reeled back with a shocked look on her face. She was just about to explode about how indecent that was when, seeing how taken aback James looked, she stopped herself. Barely suppressing her feelings of anger, she spat at James, "One does NOT touch a pony like that! Did Twilight not tell you about this?" Her Canterlot accent, which she usually tried so hard to quash, was on full display.

James shirked back, a hurt look on his face. "I'm so sorry! I had no idea that I shouldn't do that! I did that once or twice to Pinkie Pie and she never seemed to mind!"

"Well that's because Pinkamena is--" Octavia stopped herself, rubbed her hoof to her forehead, and spoke tentatively, "Never mind. Look, just don't do that. It's... well, you just don't do that to ponies you just met!"

James stared at her for a moment, an eyebrow raised, and then his eyes widened in comprehension. "Oh. Ohhhh. I am so, so sorry." He sucked in air through his teeth and winced.

Octavia stared at him, her glowering expression doing a poor job of hiding the deep red color of her face. "It's all right. I'm all right. No harm, no foul. I suppose nobody would teach you these things. Just... Ugh." Octavia screwed up her face, considering whether or not to explain this to him, and decided against it. "It's okay. Just... be careful. Do something like that to somepony like Big Mac and he's liable to kick you halfway across town." Her look softened, and they stood there in silence for a moment as she collected her thoughts.

James frowned, sighed, and said, "I'm sorry, I have to go. Sorry I screwed up like that." He turned to leave, his head down. Octavia couldn't help but think he looked a bit like a kicked puppy.

Just as he reached the door, Octavia called out to him. "Look, there was no harm done. I know you have to go to your concert, but maybe we can meet up afterwards, start fresh on this? Maybe actually get around to playing together?"

James turned his head and smiled at her. "Yeah, I'd like that," he said.

Octavia followed him to the door frame, watching how his body bobbed up and down as he walked. As he left, he broke into a run, his legs seeming to jangle out like massive springs, propelling him forward at a speed Octavia found surprising for something so unwieldy. So that's a human, huh? She hastened back inside.

Apparently word had gotten out; the small stage in the park was surrounded by ponies. Octavia couldn't remember the last time one of her shows were quite so packed, and pouted. She rationalized it easily - it seemed the ponies were just as much excited about the performer as they were about the music. After all, it's not every day that a completely foreign species unlike anything they'd ever seen before just pops up out of nowhere. It's also not every day this completely foreign species is sentient, friendly, and plays music.

The curtain rose on the stage, revealing a bipedal figure wearing a deep red tuxedo. Octavia gawked slightly. His scruffy hair was slicked back, and he was wearing a jet-black baroque mask with ornate gold detailing. A black cape fluttered in the breeze. He looked almost regal, in a way that was simply comical. His costume was like something from a silly novel, or a Power Ponies book. Trixie would approve. So this is what passes for high fashion in human circles, Octavia thought to herself. Maybe Sweetie Belle designed it. She gave a wave, and James nodded slightly in her direction. He held up his hand for silence, and as the murmurs dropped to whispers, he took a short bow, and without a word, rose the violin to his chin and started to play.

It was loud. The violin, larger than what most ponies were used to, shouted out its coarse, melodious voice from the stage, a torrent of rising notes. Octavia could hardly believe her ears, and could just as little believe her eyes. His digits climbing across the fingerboard like a well-trained spider, playing a raucous melody, sliding from one end of the violin to another in a display that chilled her to her bones. His opener, a fast toccata in a minor key with many flourishes, kept to a fairly standard chord progression and melodic structure. Even so standard as it was, it was still rare to see someone play the violin in such a way. Sure, Octavia had heard Fiddle Faddle play some impressive tunes, but there were melodic elements present in James's play that she couldn't believe were even possible with a hoof.

After he finished the first song, to the sound of raucous applause, he tossed aside his cape and started with something entirely different. It was slower, with an odd rhythm. The melody was unlike anything the ponies had ever heard - notes between the notes, progressions that led nowhere, dissonances that never resolved but still felt right. The strings being plucked as well as strummed, something she had never heard anypony do before and wasn't even sure anypony could do.

She was enraptured. She found herself short of breath. A little nagging voice in her head screamed about how she couldn't possibly do what he was doing, but she ignored it - his music had her full attention. A gut-wrenching diminished chord, and it was over. A third song, this time a jig, the kind of thing Faddle might play if she was considerably better at the violin than she let on, and Octavia could swear she saw the strings smoking. His bow went faster and faster, his fingers zooming across the strings in ways she could barely process, and then it was done. He played a triple-stopped chord, jumped to the octave, removed his bow, and took a deep bow as the curtain dropped in front of him again.

The crowd exploded into screams and applause. Octavia sat in the audience, flush with the intensity of the music. The music gone, she noticed how hard she was breathing, and how hot her face felt. She felt the roar of the crowd as it exploded around her, a massive standing ovation, but she could neither stand nor clap. Thoughts kept running through her head. She kept coming back to those fingers, and how he had touched her earlier. She shuddered, rooted to the spot, her mind playing through the day's events. This is weird, she thought to herself, shame gradually overtaking her. She shuddered again as she thought of his fingers, and how they would feel on her body, and buried her head in her forehooves.

Then she spotted James, in a different set of clothes, wading through the slowly-dispersing crowd, clearly looking for somepony. I am not ready to deal with this right now were her immediate thoughts. Octavia decided the best thing to do was to bolt, lock herself in her room with a bottle of cider, and spend the rest of the night thinking about literally anything else. So she did exactly that.

"I swear, Vi, there's something about him that's driving me crazy!"

Vinyl Scratch was not having the best evening of her life. Sure, the performance at the park had been stunning, and she was looking forward to talking about it with somepony who actually had more of an understanding of classical music than she did (her knowledge was limited to what she had learned through osmosis from living in the same household with a musical snob) about what she had seen, but this was not the conversation she was hoping that would be.

She also didn't expect this conversation to happen through a locked door.

A locked door to her room.

Vinyl sighed. "Yes, 'Tavi, you've told me that. I get it. But why did you lock yourself in my room with a bottle of the good stuff?"

Octavia looked again at the bottle she held between her hooves. Hooves which suddenly seemed impossibly clumsy. As she rotated the bottle between them, she read the label. "Granny's Moonshine Cider. Huh. Go figure." she muttered. Well, at least I have a reason to feel clumsy. She belched, taking another swig of the liquor. Then she looked around, noticing the bright blue LEDs on the wall for the first time. "Huh. Blue." She shouted back out to the hall, "Because I wasn't paying attention when I ran in here?"

There was a loud bump and a groan from the other side of the door. "Well, you coming out?"

Octavia thought for a moment, stared at her hooves, and replied, in her typical high-brow way, "...No."

The second bump and groan followed shortly, and Vinyl said, "Well fine, go ahead, party by yourself. If you throw up, you're doing my laundry." She trotted away.

The bottle in Octavia's hoof felt lighter than it ought to. She looked at it again, noticed how the waterline was starting to approach the label, and made what registered to her brain as the first good decision of the day - she put it down. She splayed out on the bed, still running over the events of the day again. "Okay," she muttered to herself, "So he's a decent conversationalist. He's an amazing musician." She shivered at the thought of the piece played at the beginning of the show. "He's got an... interesting anatomy." She felt herself blushing and slammed her head down into the pillow in front of her and screamed. All that registered in her head was his hand behind her ears. She sat up and groaned. "No, Octavia, you are not attracted to him. You're attracted to his music. He's an alien, dammit." She looked over at the bottle again, opened it up, and took another swig. She put it down on the bedside table with a clatter, which somehow sounded like "knock knock knock".

Octavia puzzled for a moment - that wasn't the sound a glass bottle would make. Then it came again - like hoof on wood, but softer. Octavia groaned and stood up. She wondered who it could be - it was quite late to get visitors, after all. Then she remembered an invitation she had given earlier that day. Cue internal screaming. Octavia tottered from the bed she was sitting on to the door, grabbing the bottle on the way. She opened it, running into the hallway, and directly into Vinyl Scratch, slopping cider onto her mane. "Move Vinyl," she slurred, "I have some business to take care of." Vinyl simply rolled her eyes, walked into her room, and slammed the door, muttering about how she'd better not hear any complaining about her drunken antics in the near future.

Octavia trotted over to the living room, placed the bottle on the kitchen counter, and went up to the door. "Who is it?" She said, trying her best to maintain her standard regal decorum, and almost succeeding.

From behind the door, the voice chimed out, "Hello Octavia. I thought we were going to meet up after my show?"

The voice in Octavia's head shouting "NO NO NO NO NO" got louder. Of course. She considered turning him away, but something inside her (possibly the considerable amount of moonshine) told her not to. After all, she had blown him off after the show already; it would be very impolite to turn him away now.

"Yeah, that's totally why you're inviting him in," she muttered under her breath. She opened the door slowly, looking once again at the biped in front of her. His height had seemed intimidating before; now it was like a challenge. She glared at him for a moment, then curtly said, "Come in."

He walked in past her, hanging his violin case by the door and sitting down at the couch. He was wearing clothes very similar to what he had worn earlier in the day, his mane slightly tousled from the night's happenings. She stared at him, and he stared back. When he finally broke eye contact, he chuckled, and said, "I thought we got over the whole 'stare at the strange creature' phase earlier today."

Octavia shook herself. Her head was spinning. "Yes, well, you're strange. I'm normal." She glared at him, then broke down into laughter. She caught her breath, and tried to pull herself together. He's looking at you funny again. Say something say something say something! There were those internal screams again. "I... uh... really liked your concert."

"Thanks. I wasn't sure how the atonal piece in the middle would go over with a whole new audience; especially here in the countryside. Hence why I opted for a crowd-pleaser at the end. I suppose you'd know to appreciate Schönberg, though - not everyone..." Octavia tuned out slightly, walking slowly towards the couch, nodding as he spoke. His voice was muffled in her ears as he spoke about music theory and famous composers from his homeland, and he waved his hands around, emphasizing each phrase he completed with a new gesture. After what seemed to be an eternity, Octavia reached the couch, sat up on it. His words seemed to come into focus somewhat - "...But part of it was just me wanting to show off..." - and fade out of focus again. Octavia stared up at him, eyebrow raised, and he stopped talking. "Um, is something wrong?"

Octavia stared at him some more, then looked down at his hand, sitting next to him on the couch, and took it in her hooves. She didn't notice the blush spreading over her face. "It's so soft," she murmured quietly to no one in particular.

James raised an eyebrow. "Octavia, are you feeling all right? You seem... Different."

Octavia ignored him and continued stroking his hand, feeling the odd texture of his knuckles against her forehooves. She raised it up to her face, her hot breath brushing against it, and then she did something which she immediately found to be stupid.

She put two fingers into her mouth.

The taste was sweaty. Dirty. Foreign. Salty. Intoxicating. She suckled and licked at them, feeling their soft, yet solid texture against her tongue. Her eyes screwed up in concentration as she rolled them around her mouth, before James pulled his hand away and pushed her back, leaving her wanting more, and her body burning.

"Whoa. Hey, you remember earlier when you told me I shouldn't scratch behind your ears because it was a sex thing?"

Octavia blinked, the feeling slowly fading from her body, and turned to look at his face for the first time since he had gotten to the couch. He was giving her a look which clearly stated, 'Are you serious?'

"Yeah, see, sucking my fingers? Definitely a sex thing." His eyes softened and he laughed. "But then again, dunno how you'd know that."

Octavia looked at him and gulped. "Uh... Yeah. Yeah, I didn't know that was like that for you humans," she lied unconvincingly, turning a shade of red usually reserved for Big Macintosh, then sheepishly turned away.

He raised his eyebrow again. "Have you been drinking?"

"Maybe." Mental note: murder Granny Smith.

James looked down at her, and sighed. "Shoot. I was hoping it would be a little less awkward than last time." He crossed his arms, shaking his head. Then held out his hands in front of him, asking, "Should I go? Maybe come back tomorrow?"

Octavia turned back around, and glared at him. "We are not ending tonight as awkwardly as earlier." She stood up from the couch, a little wobbly, and walked over to the counter. She picked up the bottle of moonshine, and bringing it over to the couch, shoved the open end into James's mouth. "Here, have a drink. Puts us on even footing."

James took the bottle, looked at it, looked back at Octavia, and said, "What the hell. It's been a weird week." He put the bottle to his lips and took a swig, hacking and coughing at the burning liquid. "Jesus, Octavia, how strong is this stuff?" He looked at the label again, then shook his head and took another swig.

Octavia shrugged, taking the bottle from him. "Pretty strong?" She took a short gulp and muttered, "Not that strong though." She sighed. "I'm sorry about before."

The human took the bottle back, taking another swig. "Hmm... Reminds me of Feigling."

"What's Feigling?"

"Oh, just a common drink where I come from." He took another swig, then passed the bottle back. "It's been one hell of a week."

Octavia's face fell. "What did even happen? You keep telling me about your world, filled with creatures like you."

The human's face grew dark. "Twilight isn't sure. She's still working on it, but from what she told me, I'm stuck here." He accepted the bottle again, drinking more. "I don't know any more than she does. One minute I'm walking down the street, the next the ground opens up beneath me and I wake up surrounded by horses."

"Whorses?" Octavia's tone took on a mild growl.

"Ponies. Sorry, sorry. Keep forgetting that that word means something totally different here. Never mind. Anyways, it's not like I'm going to be missed much." He shook his head. "Wow, where did that come from?" He stared down at the bottle in his hands. Noticing Octavia's confusion, he continued. "I used to be in an orchestra back at home, but it fell apart. I blamed everyone else... Whole buncha hurt feelings and hurt pride." He took another swig, and said, "I ended up playing street music. Which wasn't bad, but..." He sighed. "I'm nothing special."

Octavia looked up at him, then nuzzled her head against his side. "Don't say that. Your show today was definitely something special."

He looked down at Octavia, then put his hand on her head, before immediately realizing what he did and pulling away. Wincing, he said, "Sorry, sorry, sorry, didn't realize!"

Octavia shook her mane out, then looked at him. "I'll forgive you if you play a song for me." She batted her eyelashes, but her uncoordinated state led to it looking ridiculous, and James stifling a laugh. Feeling self-conscious, she shied back. "Well, okay, you don't have to do that. I actually don't mind..."

James looked at her. "Um... You made it pretty clear you minded earlier today."

Octavia screwed up her eyes in exasperated concentration. "Oh for Luna's sake..." She snatched the bottle from his hands, finished the few remaining gulps off, and slammed it down on the table. "You are so thick," she groaned, before taking the human's face in her hooves, leaning in, and pressing her muzzle against his mouth.

At first, James froze up, but after a second of awkwardness, he leaned in towards her and returned the kiss, mashing his lips against hers. Her tongue snaked out into his open mouth, and he returned the favor, tangling his around it and tasting her breath. His hands reached around to caress her neck, tugging lightly at the mane. As they pulled away, he gasped, "Wow..."

"Moron," Octavia teased. She stood up on the couch, looking down on him. "Your beard is scratchy".

James rubbed his beard. "Uh... Wow. Okay. That was a thing."

A roll of the eyes, followed by a soft nuzzling of his neck. "That was a lot less weird than I thought it would be." The look on James's face told her that she wasn't the only one surprised by how natural it felt. Certainly not as odd as that one time in Canterlot, where some questionable booze had led to her sleeping with a griffon fan of hers, although that might have been for slightly more pressing anatomical reasons. She moved in to kiss him again, and he responded in kind, their tongues grappling with each other as he caressed her neck. She pulled away and softly spoke, "Higher... Scratch behind my ears."

She felt the same melting pleasure as he did as he was told, each finger teasing out little bits of stress that had accumulated throughout the day. She could just feel the tension melting away from her temples and her body getting warmer. "Oh goddesses yesss, right theeere," she moaned out, her tail restlessly flicking back and forth. She moved up to kiss him again, climbing up to position herself between his legs. She noticed the fabric of his jeans was stretching. Oh good, he's equipped. Unlike that stupid bird... She pushed him back on the couch, sitting down on his legs and straddling his groin. She could feel that it was getting warm, and leaned forward to kiss him. As she did, James moved his hands down her neck, to her back, following her mane and scratching lightly with his well-trimmed nails, looking for spots that elicited cute little moans.

Octavia pulled back. "You don't know much about pony anatomies, do you?"

James laughed. "You're talking to the guy who did this to you this morning." He scratched behind her ears, eliciting another shiver of delight.

"Well, I wouldn't want to give up all my favorite spots so easily." She kissed him again, and whispered in his ear, "I'll just say that my back isn't the best place to go looking." She was rewarded for her hint as the fingers of both his hands instead trailed down the sides of her barrel, lightly tickling her. "So soft..." she giggled, as his fingers played over her ribs like they were the keys of a piano, and she squirmed as he gently tortured her.

As her giggles got louder, James moved his attention south, to her small teats. While he held on to Octavia's muscular flank with his right hand, his other hand explored this new territory, softly cupping and squeezing one, running his thumb over the nub in the center. "Oh buck," Octavia groaned as he pinched one, "Fingers are so bucking cool..." At that point, the most she could do was hold on to James as she felt the sensations rush through her. She couldn't help but shiver in anticipation. She'd played with herself before, but hooves suddenly felt woefully inadequate. She could feel her marehood quiver, waiting for him to touch it.

But he didn't. He removed his hands and lifted Octavia off of him with a soft grunt, placing her down on the side of the couch. She started to protest, but he simply said, "How about you spend a little time exploring me?" as he pulled off his button-down, revealing a slightly chubby midriff and...

Octavia stifled a giggle. "Human men have teats?"

James turned slightly red. "Yeah... Kinda. Our women have bigger ones, though."

Well, there's a good hint on where to start, Octavia thought to herself, as she gently licked at his neck. The skin was smooth and hairless, and soft to the touch. "Humans are so strange," she muttered to no-one in particular as she slowly licked her way down to James's nipples and started lightly sucking on one, then the other, her hoof running up and down his stomach, feeling the soft, fuzzy hair and plushy skin. She moved further down, rubbing gently against the bulge in his pants with the bottom of her hoof.

"Your hoof is so much softer than I thought it'd be," James said as the rubbing intensified, his cock straining against the fabric. He grabbed her other forehoof, and started kneading softly at it, surprised by the texture. He leaned over and licked along the bottom, eliciting light squeaks of protests from Octavia.

"That's dirty!"

"So? I can tell you like it." James continued licking along her forehoof, tasting along the rough edge and then slowly kissing and nibbling his way up her leg to her chest and her neck. He bit gently at her exposed throat, and finally licked through her soft, short coat up to her mouth and gave her a sloppy, passionate kiss.

Octavia rubbed her hoof against his groin again. "Could I... see it?" she asked with a gulp. James slowly popped open the button, opened the zipper, and pulled away the constricting fabric, revealing...

...Another layer of constricting fabric, this time only covering his groin area. Octavia looked up at him, bemused. "You have the queerest fashion choices. I mean, what's the point of wearing clothing nobody will see?"

"I don't know." He laughed and stood up. "But I do know that I think you should take this piece off."

Octavia stood up off the couch, taking the waistband daintily in her hooves and started to slide down the underwear, feeling the heat as the cloth slowly slipped down over the bulge, revealing her prize. She was surprised as it sprung up in her face, bopping her on the chin. She heard James say, "I hope I measure up," but ignored it as she rubbed her hoof carefully over the shaft. It, too, was foreign - a bit shorter than the stallions she had seen in the past, but a good bit thicker. The head, rather than ending flat, had a bulbous tip that was a pink color. There was no medial ring, but there was a soft layer of skin that seemed to move with her hoof over the member as she stroked it. James sat back down, and caressed her muzzle, guiding her in towards his stiffy while his other hand caressed and kneaded her ears.

Octavia was happy to oblige, lowering her head slightly and sniffing at the piece. It had a strange, exotic smell to it, and she could see it twitch merely from her breath. She licked gently at the head, tasting the flavor of human flesh for the first time, feeling the moisture of pre that had built up through her earlier rubbing. She wrapped her long tongue around the head, polishing it. It tasted salty, and kind of bitter, especially under the... Sheath? She looked up at James, who was smiling down on her, rubbing the back of her head with his hands, and then closed her lips around the tip.

It was at this point that James realized something about pony anatomy. A slightly elongated muzzle makes for spectacular blowjobs. Octavia slowly pushed her muzzle down, her tongue writhing against the base of his dick. She got about halfway before pulling back up, eying James, who was staring down and groaning. "Oh wow, that feels really good..."

A derisive snort, and Octavia decided to show him just what she was made of. She slowly pushed the cock into her muzzle, pushing down until her nose was buried in his curly pubic hair and her tongue could reach his juicy balls. "Oh fuck, Octavia, keep going!" Encouraged, she started bobbing back and forth, feeling the shaft press up against the roof of her mouth. She could feel it getting bigger, and grinned inwardly. She didn't get the opportunity to do something like this often, but she always enjoyed it. Good men in Ponyville were hard to come by. She paused, popping her muzzle off and spending a little time licking up and down the pole. James gasped softly at the feeling of cool air on his wet prick, as Octavia went back to rubbing it with the bottoms of her hooves and curling her tongue around the tip.

She pulled back for a moment, still rubbing the shaft between her hooves, and said, "You like that?" The enthusiastic response she received was gratifying - it's always good to know that you're good at something. She wrapped her lips around the tip, and slowly slid back down towards the base. The full feeling in her mouth was lovely, and she reached a forehoof between her legs, starting to touch herself. Oh yeah. That felt good. She put her hoof on autopilot and went back to focusing on his... humanhood? Well, whatever it was, it was salty, thick, and felt wonderful in her mouth. Every few moments, there was another taste, a slightly more muted sweet, sticky flavor, and Octavia couldn't help but feel pleased. He likes it.

Her reverie came to an end, however, as he James groaned out, "I'm close..." Octavia pulled away, leaving the beautiful meat-stick pulsing and throbbing, waving through the air like a flag. It didn't surprise him, but he still groaned out his disapproval. "Guess I'm not finishing just yet, huh?"

"Not until you've shown me what those fingers of yours can do." Splayed out on the couch, even the liquor couldn't stop Octavia from going red from embarrassment. She covered her marehood with her tail, but everything else was on full display. And then James rubbed the base of her tail, and that was on full display as well, as she reflexively twitched her tail back at the oncoming wave of pleasure. She mumbled something about him not being supposed to know that spot, and he nuzzled his face against her hindhoof, bringing his hands to rest firmly on her inner thighs. As he pressed against the soft skin, she could feel the fingers starting again... Again, this simple play, his digits rolling an arpeggio up and down her skin, applying pressure one after the other, sent sparks flying up her spine. Ooh, yeah. That's nice. She could feel herself getting wet.

Showing the kind of boldness Octavia had been waiting for all night, James placed a hand on her stomach just above her marehood. The light moan was all the encouragement she needed to give him, and he brought his hand further down. Octavia's smooth coat fell away under his hands, first into peach fuzz and then into bare skin. She felt him stick his thumb out, and he rubbed it softly against the top of her vulva, brushing against the slightly firmer nub and eliciting a squirm and a sharp moan from the object of his affections. "Come," she moaned, pressing a forehoof against his hand and pushing it downwards, "Show me how your violin feels when you play." Her words elicited exactly the response she had hoped for. He knelt down next to the couch, turning her groin to face him, and gently spread her moist lips, leaving nothing unrevealed. She turned a shade of red usually reserved for drunkenly molesting other people in the vain hopes that they wouldn't notice, and moaned. "Come on!"

The first finger slid slowly into her snatch. Octavia bent her neck forward, staring intently at the scene. She bit her lip and whimpered, feeling the firm digit explore her insides. It wasn't long before a second one joined it. Octavia could feel how tight it was as she clenched around them, but James kept softly pulling them in and out. "M-m-more," she managed to stutter out. As he started going faster and curling his fingers up into her, digging at a particularly sensitive spot, she couldn't help but cry out in gasping moans, "Oh Celestia! Keep going!" James seemed only too happy to follow orders. He started pushing upward with his palm, pressing against her clitoris as he kept gouging out tracts of pleasure within her.

"Right there," she screamed as he found her g-spot. Slightly louder than she had meant to, but at this point she was so worked up that she didn't care. He didn't let up, mercilessly pressing and pulling against the spongy flesh, eliciting further screams from her mouth. She could feel the drool running down her cheek, but she was enjoying herself too much to give it much attention, much less care. She could feel the tension starting to build up inside her, like a spring winding tighter and tighter in her belly. "Dear Celestia, I'm so close! Don't stop now!" She ground herself against his fingers like a lunatic, convulsing on his hand, and James sped up, his fingers sliding in and out at a breakneck pace.

He was rewarded for his actions with a slick fluid oozing over his wrist and forearm. Octavia spasmed on top of it, her marehood violently contracting around him. "Oh buuuuuuuck," she screamed, trying to tug his arm deeper in with her hooves as she climaxed on his fingers. He kept working them, attacking her mercilessly as she came, a triumphant grin on his face.

Octavia saw stars. Her eyes clenched shut, she felt herself release, completely abandoning herself to the heavenly feelings. She couldn't stop her body from twitching as her passion peaked, crashing down from the cliff of arousal she had been poised on for what felt like an eternity. She couldn't stop clenching around those digits, those digits that put even the most careful hoof to shame and drove her to a mind-numbing state of bliss.

After a minute which felt like an hour, it slowly started to die down, her breathing becoming more regular. Her hind legs still trembled from the force of the orgasm, but at least the spasms had calmed down. James removed his fingers, and sucked on one. "Mm. Tasty." He wiped it off on his leg, then looked down at Octavia, who had curled up into the fetal position and appeared to be completely out of it. "Liked that?" The only response he got was some light snoring.

James growled. "C'mon, Octavia..." He gave her a gentle shake, but all that happened was that she rolled over and snored louder. "Oh, come on..." He grumbled to himself for a while, giving her another shake, but it was no good. Octavia was out like a light. Sighing, he realized he wasn't getting off tonight, and resigned himself to putting his pants back on and curling up next to her.

The last thing Octavia felt as she fell into a blissful slumber was a slightly larger, foreign creature cuddling up to her on the couch.

Author's Note

Shoutouts to whoever knows the fanfic I'm referencing with that griffon anatomy quip, because I sure as hell can't find it. :derpytongue2: Also, shoutouts to whoever can guess what inspired the title.

Anyways, this is my first attempt at writing any kind of fanfiction, or any kind of smut. Feedback would be very welcome. :twilightsmile: If anyone sees grammatical errors, feel free to point 'em out. There's at least one more chapter planned (morning after, anyone?), and maybe a side story or two, depending on how much people like this one.

Big thanks to Laury and katnistristwighlight for pre-reading/editing and giving me feedback.

Concerto in D Major

The first thing Octavia felt when she woke up the following morning was a slightly larger, foreign creature cuddling up against her flank.

She grumbled, then slammed her eyelids open in shock as she realized her situation. She immediately regretted it. Was the sun always so bright?

She felt a comforting warmth around her, caging her in against the back of the couch, and realized that she was curled up against something. Something larger than her, and something which had wrapped an appendage firmly around her thigh. Her first reaction was fairly standard.

Panic.

The first thing James felt when he woke up were hooves on his side.

Octavia hastily scrambled over James, lost her balance, and collapsed unceremoniously to the floor with a loud thump. She took a moment to clear her head, and let the dizziness fade away. When it didn't, and was joined by a nasty, piercing headache, she slumped her eyes closed and decided that the world could wait a few more minutes before demanding her attention.

The human, on the other hoof, was not so courteous.

"...Well, good morning to you too." James rolled over to lay on his back, and lifted himself up to look down at Octavia before squinching his eyes together and flopping back down.

By Tartarus, world. Stop it. She groaned and put her hooves over her ears. It was too early in the morning for... well, just about anything by her standards.

"God, how much did I drink?" he grunted to no-one in particular. "What even happened last-..." His train of thought derailed mid-sentence.

"You mean 'last night'?" an amused and all too familiar voice could be heard as the door to the hallway creaked open.

Octavia groaned again and managed to open her eyes enough to recognize the silhouette of the last pony she wanted to confront in that moment. Oh come on...

"Good morning..." she managed to force out.

"It's afternoon, 'Tavi," Vinyl sneered, walking into the room.

Octavia considered looking up to shoot her a death stare, but reconsidered after another dizzy spell hit her. She opted instead to merely grumble her malcontent. "What do you want, Vinyl?"

She stared from Octavia, burying her head in her hooves on the ground, to James, rubbing his face with his hands on the couch, and put two and two together. She laughed under her breath.

"...So, you bucked the human, huh?"

"I have a name, you know," James grunted from the couch, raising a single finger in her direction in a gesture Vinyl couldn't really identify. "And no, I didn't!" He groaned again.

The events of the previous night started coming back to Octavia, and she blushed and buried her head deeper between her hooves.

"Funny," Vinyl snorted, "That's not what 'Tavi seems to think." She slowly walked up to where Octavia was huddled, and whispered in her ear, just loud enough that they could both hear, "Plus, you know, you got kinda loud last night."

She looked over at the bottle on the counter, and tisked. "'Tavi, 'Tavi, 'Tavi. The whole bottle?"

"Buck off," she whined. "Is this hangover not torture enough?!"

"Yeah, plus she shared it with me." James seemed to be slightly less worse for wear. "And we never," he croaked, "...You know."

Octavia murmured, "This is weird."

Vinyl shot her a look. "Oh cut the crap. You couldn't stop reminding me of how awful that one griffon was. Now that was weird." Her expression turned smug again. "Look, given how loud you got last night, I want to give him a shot. If that wasn't worth a little weirdness..."

James thought about the notion for a second and buried his head in the cushions.

Slowly rousing herself from her position on the floor, Octavia stared Vinyl in the eyes. "Vinyl. Buck off." The venom in her voice was apparent, and Vinyl took the hint. Even someone like Vinyl knew that sometimes, you could push ribbing a bit too far.

"If you need me, I'mma go get some grub. Got a long night ahead of me." She couldn't resist the parting shot. "You two lovebirds have fun."

If she hadn't left right then, Octavia may very well have forcibly removed her.

"Well, it was weird," came a voice from the couch.

“What do you mean? Vinyl is always kind of like that.”

“...No, I mean last night.”

"Weird isn't necessarily bad," she replied, taking on a softer tone. James groaned, and a thought struck Octavia.

"...Did you regret anything?"

James rolled over to stare at the back of the couch.

"I... Uh..."

He sighed, frowning. He struggled to find the words, and when they finally came out, what he said was, "Where I come from, there's nothing like us. It's really freaky."

"What do you mean?" Octavia asked, biting her lip.

"Where I come from, humans are the only things that can speak, and think, and... Well, it's just a little hard to deal with. It's kind of like you screwing..." He thought for a moment, trying to think of something that wasn't sapient. "Like, that alligator Pinkie keeps around."

The guilt she had been feeling started burning inside her, turning into a much nastier feeling. "You know," she said, her voice dripping with ire, "I'm no dumb animal. You should know that much! I'm smarter than you are, for Celestia's sake!"

James again said nothing for quite a while, unable to meet her glare. The silence hung heavy in the air. Eventually, he shook his head and sighed. "I know, I know. Trust me, I know you're smart. It's just really weird, okay? I'll get over it. It's not like I actually fucked you."

Vinyl, who had quietly returned from the kitchen, collapsed to the floor in a laughing fit. "You left him hanging?" Vinyl said, laughing wildly. "After I had to cast a soundproofing spell on my door just to get some sleep?"

The human sat up, his own face flashing with anger. "Could you please give us a break? Look, I don't know who you are, but it's too early in the morning to deal with this kind of thing, I'm really weirded out, and I don't want to have to deal with you putting us through the walk of shame. Could you please just leave Octavia and I in peace?"

Vinyl cocked an eyebrow at him before losing her composure and collapsing, laughing even harder.

He looked at the unicorn, over to Octavia, and groaned.

Vinyl didn't see the anger and frustration burning in Octavia's eyes. She also didn't see James stand up and walk over until his shadow was looming over her. Her laughing died down to a few giggles as she noticed his flat, unreadable expression. "Hey, what are you-"

He wrapped one arm around Vinyl's chest in front of her forelegs, another around her rump, and carried her out of the room, ignoring her struggling and cries of outrage. That accomplished, he roughly tossed her out into the hall and slammed the living room door behind him.

"Thank you," came a groan from the spot formerly known as his on the couch.

"She can be incredibly infuriating when she puts her mind to it," he muttered.

Octavia, still seething, turned her head to him and said, "Yeah, well, so can you."

He flinched. "I said I was sorry..."

He found his shirt, crumpled on the floor where he had left it the previous evening, and pulled it over his head. "I think I should just go home for a little while. This headache isn't going away, and I need to figure out what's going through my head."

Octavia's ears drooped, and her frown returned from one of anger to one of guilt.

James noticed her soft sigh, and turned back to look her in the eyes. "Listen," he spoke with a sigh, "I'm sorry if I insulted you. I didn't do anything last night that I really... regret. I just need to get inside my own head a little bit, okay?"

Octavia bit her hoof as he stumbled out of the room. As she heard the door slam, she knew he couldn't hear her muffled, angry shouts, words of frustration told only to the couch cushions.

She halted in surprise when she heard slow hoofsteps and could feel somepony carefully putting a hoof on her shoulder. "I'm sorry I crossed the line, 'Tavi."

"It's fine," she mumbled into the couch. "Stupid everything. Just because of those stupid fingers... I can't get them out of my head!"

"You know," she said between chuckles, "Lyra has this one spell..."

Octavia cut her off with a glare before she could finish the thought. Her anger fading, she mumbled to herself, "I did wonder where she got the inspiration, and now I'm really wondering..."

James made his way through town, his head still abuzz with his own thoughts and the lingering remnants of the moonshine from the previous night. His feet slowly dragged along the cobbles as he mulled over the events of the last night.

Okay.

You fingered a horse.

Okay.

He felt a sting of panic that slowly welled up in his stomach and took a deep breath to calm himself down. You didn't fuck her, though. And she's not really a horse, anyways. He cursed at the stab of pain that ran through his head. Note to self: murder Granny Smith.

She's also mad at you...

His feet wandered, with no particular goal in mind. His stomach started grumbling, and he eventually found himself standing in front of Sugarcube Corner. It was mid-afternoon, the sun still hanging high in the sky, and apparently a slow day - there was barely a line. "Sure could go for a bacon sandwich," he muttered to himself, before remembering that there was no way in hell he'd get a bacon sandwich in a town run by talking ponies.

As he reached the counter, he looked down at the delights before him, and a bubbly voice made its presence known.

"Hi Jamie! How are you? Are you having a good time? What can I get you? Ooh, you should try our new candy corn cupcakes! They're super-duper-delicious!"

James looked up to see a pink face in front of him, grinning impossibly wide. It annoyed him to see someone so happy. He considered it too early in the afternoon for people to be good-natured around him. "Pinkie. Hi. Can I just get a bran muffin?"

Pinkie Pie's face fell. "Something wrong, Jamie?" She held out her head over the counter, a move James recognized all too well. He remembered what Octavia had told him the previous afternoon, and flinched back. She looked up. "Something is wrong, isn't it?"

She leaned far over the counter, twisting around to lie on it and look up at him with her big blue puppy-dog eyes. "Oh no, I hate it when my friends are having problems. Like this one time when Applejack and Rarity were fighting over - hey, you forgot your muffin!" She flipped back to her feet, but James was already heading for the door.

He left the shop, deciding that Pinkie was the last person he wanted to deal with at the moment, but she had other plans. Hopping up beside him without missing a beat, she blathered on, pestering him with insane commentary. "And then I invited them both to a party and had lots of cake and ice cream and told them to calm down or I would have to shove mpfhfh-"

James put his hand over the pink nuisance's muzzle. "Pinkie. Can you please calm down? I'm going to let you go in a second, but I have a really nasty headache and you are making it worse."

She caught his glower and drooped, the bright smile leaving her face. But she nodded, and he let go of her muzzle.

Pinkie walked alongside him, her words-per-minute count having dropped below '9-year-old on a caffeine binge'. The ear-splitting pitch and timbre remained. "What's wrong, Jamie? Had a rough day?"

James stopped mid-stride and stared at the pony. "No offense, Pinkie, but why do you care?"

She stopped as well, and rolled her eyes. "Well, duh, because I'm your friend." As he stared at her, she inquired, "Why didn't you want to scratch my head?"

James glared at her. "I think you know damn well why." It came out a little meaner than he had meant it to.

She shied back again, and whined, "You never used to have a problem with it..."

"Because before, I didn't know it was a sex thing!"

"Well... kinda? I mean, it's not like you grabbed my plot or something."

James stared at her, flabbergasted. "I had no idea!" he managed to strain out. "I thought it was just something innocent like a pat on the back!"

"Oh..." Her head drooped somewhat. "I'm really sorry. It's not really a sex thing, but you wouldn't do it to somepony you just met. I should have told you, but it was just so much fun..." Pinkie stared apologetically at him. "Is that what was wrong?"

There was a moment's pause as James mulled over what she just said. He hesitated, and then measuredly spoke, "That's not really it... I kinda did some things last night I wasn't quite comfortable with."

"You mean you got drunk with your friend and ended up getting physically intimate, and then the next morning you woke up with a hangover and felt really weird about the whole thing because you're a human and you've never done anything interspecies and then her annoying roommate came in and things got super awkward and you left angry and uncomfortable because sleeping with other species is totally not okay in your world?"

James blinked for a moment, before he remembered who he was talking to. "Stop that. It's creepy." He scowled at her.

"Can't ♫ turn off ♫ my Pinkie ♫ Sense," she said in a sing-song voice as she hopped around him.

"Fine. Jesus." He placed his face in his hands, groaning. "You left out the part where I insulted her by apparently insinuating that she was a dumb beast. So what?"

Pinkie Pie stopped her hopping and walked straight up to him, and bopped her hoof against his nose. "Jamie, Twilight never gave me all the details on you, but I like to know everything about my friends..."

That's not terrifying at all.

"...And I want my friends to be happy. It's kind of my thing."

James sighed and sat down on a nearby bench. Pinkie sat down next to him, and asked, "Sooooo... Why aren't you happy?"

At this point, he figured, she already knew most of it, so he muttered, "Well, I did some... things. With a pony. That I kind of feel bad about."

"But why do you feel bad about it?"

James wondered where the notepad and bubble pipe Pinkie was holding had come from.

"Well, we're not the same. It's sort of like... Well, back where I come from, people who do things like that with things like you are... Well, it's kinda like if you forced someone against their will. And I enjoyed it!"

Pinkie blinked and raised an eyebrow. "That seems really silly."

"No, you don't under-"

"Yes I do! Twilight told me about it. What's really silly about it is that you're even making that comparison." She shrugged, and dropped her tone somewhat. "We're nothing like that. What's wrong with a little fun between two consenting adults? I like having fun." She looked up at him, giving him her best puppy-dog eyes.

James looked at her, and mulled over what she had said. His mind managed to ignore the subtle pass she made at him. "Yeah, but I still said something stupid, and she's mad at me now."

Pinkie sighed, and put a hoof over his shoulder. "Listen, Jamie, sometimes friends say or do nasty things. Heck, I remember this one time when my friends were planning a surprise party for me, but nobody told me - because it was a surprise - and they all started acting weird around me. It really hurt me." As she told the story, her mane seemed to deflate and lose color. But it suddenly poofed back up to its full size as she continued, "But I forgave them. And knowing your special friend, if she's anything like most of the ponies around here, she'll forgive you."

He let her words repeat in his head for a while, and sighed in defeat. "To hell with it," he muttered. "Everyone wants to screw the aliens from Star Trek, dunno why this would be that much weirder." He looked at Pinkie, who was still giving him those same massive blue eyes, and reached up and scratched behind her ears.

"Ooh yeah that feels nice," she breathed, her eyes rolling back in their sockets. "A little further bac-yes! Oh golly gosh goodness you give a mean scratching!" She babbled on for a moment, melting into his lap before James removed his hand.

He smiled at her. "Thanks, Pinkie. I guess talking to you really did help."

"Well duh," she giggled, "When it comes to fun nobody takes things more seriously than me! Now about that Muffin..."

As the last rays of the sun faded over the bedspread, Octavia sighed. The inside of her room, cluttered with musical paraphernalia, was a comforting sight given the day's events. Her couch, after all, while comfortable, was not as cozy as her bed, and cozy was usually a good place to mull over things. Or deal with a hangover. Or mope. In truth, she had spent most of the afternoon napping her headache off.

The knock on the door surprised her. She wasn't expecting visitors - not after the fiasco this morning - and Vinyl was out at work. She slowly trotted to the entrance, and opened the door to find a familiar biped standing in front of her. Who else would it have been? After all, he forgot his instrument here. she groused to herself, rolling her eyes and sighing.

"Hey Octavia," he said, his tone measured and careful. "How are you?"

"Fine," she muttered. "Just fine." She was surprised at the bitterness in her own voice. "I assume you're looking for this?" She hoofed over his violin case, and he took it, frowning.

"Oh, great. I figured I left it here, but I wasn't sure. Thanks!" He scratched his neck and took the case.

They stood there for what felt like hours, staring at each other. The pregnant pause was stifling.

James sighed. "I'm sorry about earlier. I shouldn't have left, and I shouldn't have compared you to an animal. I just needed to get a clear head about everything."

Octavia looked up at him, her anger deflating and replied, "It's fine. I had some time to think things over as well, and get over that stupid hangover. Would you like to come in?"

He followed her in, and she felt a certain trepidation in her stomach. He had come back... Her emotions were a mess - the previous night still hung in her head, as did the scathing insults from earlier, unintentional as they may have been. Either way, she felt the awkward tension in the air, and decided to say nothing. As they entered the living room, she finally broke the silence. "Would you like some tea?"

"Not really. I was hoping we could finally get around to playing some music together." Octavia noticed the slightest twinge of irritation in his voice, and also... Uncertainty.

"We could do that..." Octavia near-whispered. She caught her breath in her throat, remembering the previous evening, and swallowed hard.

James slowly opened the violin case, running his fingers against the strings, eliciting a staccato twang. Octavia had to avert her gaze, and she bit her lip softly, remembering what those fingers had done to her.

She decided to solve the problem by ignoring it. She slowly headed toward her room to collect her instrument. As she returned, cello case on her back, she heard the plucking of strings being twisted into tune. She put her instrument down, and slowly ran a hoof across the strings, wincing as it rang out sour. "Give me an A, please," she told James. He complied, and she twisted the peg, carefully winding the string until it rang out a perfect octave.

As she did this, she looked up at James, who had gone slightly red. He looked away and scratched the back of his neck, and Octavia couldn't help but wonder if he hadn't also remembered something from the previous night.

"Give me an E?" he sheepishly inquired.

"Sure." She played the note, letting it hang in the air, and James's fingers quickly turned the peg. It was her turn to blush as she bit her lower lip, the feeling of those fingers running over her barrel not leaving her head. The anger and resentment bubbling beneath the surface fought with the far more pleasurable thoughts, coming to no conclusion.

The tuning complete, Octavia raised herself onto her forelegs, pulling her bow along the strings for a long, lazy chord. James responded with a simple melody along the major.

They fell into a natural pattern; Octavia provided the chord progression and a simple theme to work off of; James elaborated and embellished it. She was pleased to note that he was more than capable of following her lead, and his understanding of music theory was good enough not to get lost. When she did finally lose him on a few odd jumps, he was fairly fast to recognize the pattern and join back in.

It had been a long time since Octavia had enjoyed playing with someone so much. Fiddle Faddle was certainly a capable violinist, but she didn't have a hoof for improvisation at all, and their last attempt had ended with some rather harsh words being exchanged and the two not speaking for a week. Something about a tin ear. Lyra was certainly capable, but she was more of a teacher and a theorist than an instrumentalist. Pinkamenia was clearly quite gifted, but once you include "cannon" in your musical arsenal, you don't get invited back, even if you can play half of a chamber orchestra by yourself.

Beyond that, there simply weren't very many musicians in Ponyville who took their art seriously. By comparison, the human was a breath of fresh air. Not quite as far along in music theory as her old group in Canterlot, but good.

They finished their first song, and James sat back down. "That switch to D minor near the end was brilliant. I'm glad I was able to keep up." He smiled warmly at her, putting his violin down.

"Thank you." Octavia smiled, leaning her Cello carefully against the table, and continued, "You're really good at that." She blushed lightly, but refused to turn her gaze away.

"Yeah, well I've never seen someone quite as good at improvisation. At least, not in classical circles."

"Well," she agreed, "I did go to the Canterlot Music Academy."

"Is that like, a big deal?"

Octavia snorted and scoffed, "Well, yes, it's only the largest and most prestigious music academy in all of Equestria." She giggled, looking at James's confused expression. "Oh, don't worry, why would you know that?" The smile returned to his face as she asked, "Where did you go to school?"

James scratched his beard, and said, "I was never formally trained. I had a few private teachers, but my degree was actually in architecture."

"Wow. That's... pretty impressive." Octavia sighed and looked away, her ears drooping. "I... really like the way you play." Before he could respond, she interrupted him. "Listen, I'm sorry about earlier..."

James took a deep breath, and said, "It's okay. I messed up. I shouldn't have said what I said." He brought his violin back up to his chin. "Let's keep playing, then."

This time, James took the lead with a playful melody, with breaks that begged for an answer. Octavia tried to keep up, recognizing the patterns and answering back several octaves deeper.

As concentrated as she was, she couldn't miss the way his eyes lingered on her forelimbs, and the occasional wayward glance (and blush) downwards. As much as you needed to be upright to play the cello, it wasn't the most normal position for a pony to hold. She blushed and kept playing, struggling to keep up as his melody grew faster and faster. She couldn't tell if he meant to increase the dynamic, but she noticed he was gritting his teeth and focusing on the music, or at least trying.

It was getting faster. Yes, it was definitely getting faster.

The melody sped up, whizzing faster and faster past the chords, and it was all Octavia could do to keep the pace. The bow pressed against her hoof with mad intent, holding down a bassline that seemed to come straight from her heart.

And in a climactic explosion of sound, the song ended as abruptly as a summer storm. James flopped down onto the couch, panting, and Octavia looked at him, noticing for the first time that she was also out of breath.

"Damn," he breathed.

"Damn," she whispered.

He set his violin down on the table in front of him, and as he leaned back, Octavia could see the fabric of his pants stretching slightly.

Oh-... Oh dear. She bit her lip slightly, and averted her gaze.

James looked at her, the way she held on to her cello for support, his eyes hungry. "We're... not really so different, are we?" he inquired, his eyes locked on hers.

Octavia took a deep breath, refusing to break eye contact. "Well, I still think I'm smarter than you," she joked, chuckling softly as James stood up and took a step towards her. And another. She gulped, looking at his stern eyes.

"Did you do anything last night that you regret? Or did I do anything to you that you regret?"

James's words were sobering, if hesitant, and Octavia couldn't help but blush.

She stared into his piercing eyes and spoke one simple word.

"No."

And then he moved his head forward, and his lips gently touched hers.

Fireworks went off in Octavia's head. The tension that had been simmering just below her skin suddenly released, and she started to tip backwards, her hind hooves unable to support her weight. She flailed her forelegs out, before James grabbed hold of her neck with one arm and her cello with the other.

"Whoa. I didn't think I was that good of a kisser," James laughed to the pony hanging nearly limp in his arms.

"Shut up and put my cello away," came the playful response.

James put Octavia down, letting her forehooves slowly sink to the floor, and then laid her cello carefully on the ground. He stood up again, and Octavia couldn't help but stare at his form. She hadn't been able to appreciate it fully, but the way it bent and twisted with such precision captivated her imagination. So similar. And yet so foreign. She shivered.

He straightened up. "You want to take this to the bedroom?"

Her meek nod was the only answer he needed.

They stumbled through the door to Octavia's room, too busy with each other to notice or care much about their surroundings. He ran his fingers through her mane, snagging and tugging and pulling her closer. She licked at his mouth, feeling the warmth of his tongue against her own. "Damn," he growled, "How can this feel so right?" She felt his lips against hers again, pressing and sucking and biting.

"Because it is," she breathed, sighing as he stroked along her neck and head. A particularly soft spot behind the ears, and she lost control of her legs, crumpling to the floor in front of him. "I want you," she said.

He took advantage of this position, her head directly in front of his crotch, and started to unbutton his pants. "I think it's my turn to have a little fun. After you left me hanging last night."

Octavia watched breathlessly as he slid the offending garments down, his thick member standing up in front of her face. The strange, pointed, half-covered head; the smooth shaft; it felt so foreign and yet so familiar.

She lifted her head and licked along the bottom, reveling in the texture and flavor she had not fully gotten to admire the previous evening. She moaned and raised herself up onto her haunches, freeing up her forehooves for far more... enjoyable things.

She pressed them against the sides of his cock, slowly pulling back at the layer of skin that had so intrigued her the previous night. James hissed as she slowly slid it back, revealing the engorged, reddened head. The aroma drove her forward, pressing her tongue against the tip. She slowly rolled it down the bottom, until she reached his testes. She gave them a cautious lick. Hearing James moan, she took one into her mouth, sucking gently on it. "Keep going," he groaned, and his breath turned ragged as she obliged.

Her tongue languidly rose back up his shaft, towards the tip, wrapping around it. "Fuck, Octavia, that feels good," he managed to pant out. "Don't stop." His voice was lost to pleasure as her lips parted and the tool entered her mouth. The firm, soft texture felt lovely against her tongue, and she licked against the bottom, dragging it further and further into her muzzle's velvet embrace. She bobbed up and down on the piece, sucking in her cheeks and working the saliva-slicked shaft with her hooves.

Hands wrapped themselves up in her mane. Her lover growled, and she could feel herself being pulled forward, forced to take more and more of his cock, until the tip was tickling against the back of her throat.

Not that she minded.

Her eyes rolled back in her head as she buried her face in his crotch, tasting and smelling the foreign meat. The sweet taste was back - his precum? She shuddered, losing her composure, and reached a hoof down to touch herself. She couldn't stop herself from moaning against his cock.

These moans spurned on her lover. James held on to the back of her head, pumping in and out of his all-too-willing partner's muzzle. "Enjoying this?" It was all she could do to moan in response, and keep licking against the bottom each time it went in. She felt it twitching and throbbing, and waited for it to flare up. She was going to finish him off this time, and the thought drove her wild.

But the warning never came. The most she got was a particularly strong throb, a whimper, and a sharp tug, pulling her back to the base of his cock.

James's legs almost gave out from under him. Octavia could feel a hot burst of spunk burn its way down her throat. She gulped it down ravenously, and pulled her head back slightly to make room as it was followed by another. And another. Bitter, gooey, and in a volume that she couldn't quite handle, it burned down her throat. Octavia pulled away, breathing hard as a final spurt painted itself across her muzzle. She slowly caught her breath, and looked up at James. "That was..." She paused to wipe at the semen trickling down her face and cough. "...Impressive. I guess that'll teach me not to leave you wanting."

James slumped down to his knees and sighed with pleasure. "That was good..." He leaned his head on Octavia's shoulder for a moment, panting like he had run a marathon. "Really good. You give one hell of a blowjob." He sighed into her fur. "Give me a moment." He lay there, his cheek nuzzled up against her, and Octavia placed a hoof around his back to steady him.

"Everything okay?"

"Yeah." James looked up at her with a smile. "Everything is wonderful." He sighed and relaxed into her fur. "I can feel your heartbeat."

Any worries Octavia had had about James's stamina and interest were dispelled from her mind as he started licking and biting his way up her neck. His sharp teeth made marks under the fur that left her skin tingling, as he followed her throat towards her face, slowly rising to his feet and nuzzling her cheek.

"So... What do you want?" The devilish look in his eyes was a refreshing contrast from the avoidance earlier in the day.

Octavia pushed forward towards him, nibbling on his earlobe. She looked down at his wilted member, which looked positively adorable - apparently he didn't have a sheath - and sighed longingly. Realizing that that was out of the question for the moment, she whispered, "Use those fingers of yours. Remind me why I spent all day thinking about last night."

James was only too happy to comply. He lifted her, and spun around, tossing her down on the bedspread. "You were thinking about me?" he purred, a fiendish smirk on his face as he loomed over her.

Octavia didn't answer, and merely threw him a sultry look. He didn't need to know that she had been sulking and angry - after all, all was forgiven. In spades. She could still taste him on her lips, a flavor that she couldn't help but enjoy.

She rolled onto her hooves, and brought her rump up, lifting her tail and presenting herself. She could feel his gaze wandering over on her bare skin and shivered, silently begging for him to touch her. Her praying was rewarded by a hand, slowly gripping its way up her foreleg, and hot breath against her plot. She could feel him smelling her, breathing in the heady aroma that a mare desperate to be fucked makes. Her heartbeat quickened, and she could feel her legs shiver as his hand tickled her thigh.

Soft touches, slowly climbing up her leg. Teeth grazing and nibbling at the fur on her haunch. The tingle she had been feeling grew feverishly. Hands, reaching up towards her marehood. Fingers, missing, teasing, prodding, always falling short of the place she wanted it most.

"Come on," she panted, "You awful tease, don't make me beg..." James's hands ran up and down the inside of her quaking thighs again, and she could feel how damp her own fur had gotten.

He remained silent. His hands continued their wayward path, rubbing her thighs, reaching in to fondle her teats, grabbing her haunches, but refusing to do as she asked. Fingers scraped slowly over her cutie mark, eliciting a moan that was as much out of arousal as it was out of frustration.

Her front half slumped down onto the bed, groaning. "Fine, you win. Please... Touch me."

He removed his hands, folding his arms in front of him. "But I have been touching you."

Oh, that bastard. The mocking, sing-song tone in his voice was unmistakable. "Please," she whined, "Stick your Celestia-cursed fingers in my pussy. Play me! Play me like a dirty bucking instru-!"

The end of her sentence was swallowed by a gasp, as his hands spread her lips open, revealing everything beneath. She could feel his breath brushing against her insides, and squirmed. "That line is so cheesy," he laughed, and impolitely shoved a finger inside.

Octavia felt it slide in with no resistance. The wet spot on Octavia's pillow grew larger as she bit down, drooling as the pleasure washed over her. This foreign feeling, a pair of soft, flexible, prehensile digits wiggling around inside her, drove her mad. The novelty alone made her hot, but the way he used them... She bit the cushion harder, squeaking.

She felt them curl down and rub against the sensitive nub. Last night it had been amazing, but without the alcohol dulling her senses, it was downright maddening. She whimpered and buried herself in her pillows as James worked his magic fingers, driving her arousal higher. Her insides grew more and more sensitive with every thrust, driving hot waves of pure pleasure through her abdomen. His other hand, meanwhile, roamed around her rear, running through the soft fur and caressing the skin underneath.

Smack!

Octavia's back arched upward as his hand made contact with her rump, barely stifling a loud moan. The stinging sensation was nowhere near what a hoof could provide, but it felt wonderful all the same.

James paused. "Sorry, I couldn't resist. You just have such a wonderful rump..."

Octavia breathed deep. "Don't apologize. Do it again."

Smack!

A second loud crack as the human tanned her hide, directly on her cutie mark. At the same time, his fingers dug deeper into her slick slit, turning the yelp of pain into an anguished moan. The sting echoed through her hindquarters, the wonderful stimulation becoming more intense with each strike.

Smack!

A third hit, again in the same spot. Octavia whimpered, her legs wobbling uncontrollably as he worked her pussy, moisture sliding down her leg and dripping onto the bed. She could feel herself starting to twitch against his fingers, begging for release. She moaned, "James... I think I'm going to cum..."

The wonderful fullness of his fingers dropped away, and Octavia felt ready to scream in frustration. Again, his palm dropped down, stinging her side.

"Why won't you let me finish?" she begged, looking over her shoulder at him.

He ripped off his shirt, throwing it to the ground, and towered over the bed, a hungry look in his eyes. "Because I have a better idea." She bent down to look between her legs and saw his member, far from the wilted husk it was after the blowjob, had returned to its full strength. It stood imposingly behind her, and she could hardly wait for what came next.

"Please don't make me beg again," she whined, shaking her plot back and forth. Her tail whisked to and fro, agitated and ready for what would come next.

She felt a hand reach out and grab hold of her rear. She felt him pull forward, lining himself up with her. She felt the smooth tip of his member rub gently against her entrance.

"...Should I?"

A whimper. A nod. A short breath. "Yes."

A soft shove.

Wonderful fullness.

Octavia felt him push forward, his member parting her folds as it slid into her. She felt it glide in, pushing deeper until his hips rested against her plot. She couldn't help but let out a low groan at how good it felt. His fingers were glorious, but his cock... His cock was thick, and meaty, and she loved the feeling of being so full.

"Yeah... This just feels... Right," came the breathy groan from behind her ear. "Do you... Like it?"

"It's... been a while," she gasped, her breathing ragged. "But it feels... really... good..."

She grunted as he gradually pulled back, leaving her desperately empty, and then slowly inched his way back in. It felt heavenly. It has been too long, she thought to herself, biting her lip as he removed all but the tip. He then slammed it back in, far harder than before, forcing out yet another ragged utterance. "Yes," she moaned, "Faster!"

Much to her chagrin, he didn't go faster. Instead, he kept his rhythm, slowly pulling out and viciously burying himself inside her. Each time he rammed forward, she let out another pleasured word. "Oh... Celestia... James," she breathed between thrusts, "You're... Blowing... My... Mind!" She couldn't help but try to shake her hips against him, but his hands held her rump fast.

The thrusting sped up slightly, and Octavia felt his hands roam over her behind. It pressed against the base of her tail; it pulled softly at the bundled hair. She winced as another powerful swipe connected with her cutie mark, leaving the skin to tingle as pain turned to pleasure, and clench down on the piece inside her.

He grunted and moaned behind her - her tightening obviously had had an effect on him. It felt unbearably hot inside her, and she could barely contain herself. She felt herself falling further and further into bliss. Her legs were already failing her, and she could feel herself winking around him. "Please, harder," she begged, feeling herself be pushed to the edge of a cliff, desperate to jump off. "I'm getting close..."

With a sucking sound, James pulled out completely. Grabbing hold of her flanks, he rolled her over so that she lay on her back, and crawled up between her legs to embrace her. She wrapped her hooves around him, kissing him deeply, moaning into his mouth, urgently thrusting her hips against his.

She wanted it. She could still feel the edge, so close she could almost grasp it.

He lined himself back up and thrust himself back into her. His teeth grazed her neck, and she felt the sting intensify the pleasure she felt down below. "Celestia yes," she screamed, her inhibitions broken, "Harder! Ahn! You're driving me - Ah! - crazy!" She wrapped her legs around him, preventing him from pulling out again.

The heat just kept getting more intense in her nethers. Every thrust was accentuated by something. A hand stroking her neck; a soft bite on her shoulder; a deep, passionate kiss.

James continued his wild pace, thrusting madly in and out of her. He groaned into her ear, "Octavia, it's so hot inside you..."

"James," she rasped, "Don't stop! I'm so close!"

His movement became even more urgent. "Go ahead," he crooned, "Cum for me."

As if she had needed permission, the feeling in her hindquarters suddenly became unbearable. The tension that had built up to that point seized, and she screamed in pleasure as wild spasms rocked her body. She clenched hard around the invading member, rocketing over the cliff and into a sea of bliss. Her eyes glazed over, and she held on desperately to her lover as her body strained against him. The pleasure that had built up into aches throughout her body released in a torrent. Her back arched, forcing James even further into her as her fluids slid down his cock.

Gradually, her screams subsided into soft panting. She still felt the fullness consuming her, and looked up at James.

"No wonder Vinyl was complaining last night," he joked, nuzzling her softly. "Do you need a rest?" He gently met her lips for a kiss.

Pulling back, Octavia shook her head, blushing and smiling at him. "Aren't you... close too?" she panted, out of breath but still wanting more.

He pushed back all the way in, and she couldn't help but gasp. He scrunched up his eyes in concentration, and replied, "Maybe..."

He started sliding himself in and out of her. Every few seconds, he paused, taking the time to nibble at her shoulder or kiss her neck, and she could feel him throbbing and twitching inside her. She met his eyes and kissed him.

"It's okay," she murmured, "You can finish. I already came."

The response was another few gradual, gentle thrusts, and a hand running through her mane.

"Or you could just keep torturing me," she gasped.

Her insides still sensitive and raw from her previous release, she could feel every vein on his hardness as it twitched and throbbed within her. She reached her forehooves around him and pulled him close to her barrel, feeling the softness of his chest rub against what little fuzz she had there. She felt him gyrate his hips, as each push flushed her body with yet another stream of pleasure, accentuated by the light tug on her mane, and the kisses on her neck and shoulder. His weight felt heavenly.

The pace increased. Octavia could feel the strokes, rubbing up against places that left her shivering in delight. It wasn't long before she could feel the tension building inside her again. Her moans certainly left little to the imagination, as she grew louder and louder, each thrust driving her closer to her second release. "You're... Really good," she said, gritting her teeth and letting out peals of pleasure as he sped up again.

"I'm close," he grunted.

"Wait, I'm really close too," she begged, "Please, hold on! I'm almost there, I want to come with y-Ahn!-you!"

His movements became more frantic; more jagged, and Octavia pushed against him, urging him on. She could feel the heat bubbling up within her, her mind starting to fade as pleasure overtook her senses completely.

"Octavia," he whined, "I can't take it! I'm going to..."

His voice was cut off by tender lips pressing firmly against his. She pulled away from the kiss, and said, "Give it to me."

Her husky words had the desired effect. She felt him tense up against her chest. His cock throbbed and pulsed inside her, and with a groan, he released within her. The feeling of his hot, alien cum coating her inner walls drove her over the edge. She whimpered into his shoulder as her body twitched and vibrated, the tension releasing. She could hardly do anything but hang on tight to the man - the human - that had brought her to this pleasure. As she let the waves roll over her, she clutched him tighter. The embrace was heavenly. He thrust forward again, riding out his release and heightening her own.

His member slowly softened and slipped out, and James collapsed onto her chest, breathing hard. "Wow," he managed, trying to find the words between his heavy breaths. He settled on repeating himself. "Wow."

Octavia hugged him tight. "Wow," she concurred, running a hoof through his mane. "That was lovely."

James looked at her for a moment, a worried look on his face. But then he smiled, and nuzzled his face into her shoulder. "It really was."

Octavia giggled at the face he made. "Still a little weird?"

"I guess," he murmured, stroking his hands along her neck. "But I'm okay with weird. Especially if weird means sex like that. You're one hell of a woman."

"Mare," she corrected.

"Whatever." He lifted himself off of her and collapsed on the bed.

A moment passed, and then another.

Eventually, Octavia broke the silence. "So... What now?"

James looked at her, the smile on his face fading somewhat. "I don't know. Does this mean we're... a thing?"

Octavia turned to look at him, puzzled. "A... thing? Like, a couple?"

"Yeah, like boyfriend or girlfriend."

"Fillyfriend and coltfriend," she chided, giggling.

"Whatever," James snorted, laughing. "I mean... I don't want to make this weird, if this is just a fling for you..."

Octavia lifted her head slightly and rubbed her cheek against James. The scratchy texture of his beard was comforting. Say what you will about being alien or strange, it just felt nice. She stared into his eyes, her smile marked by a certain bemusement. "Just a fling..."

She cuddled up to him, feeling an odd need to mess with him. She looked him in the eyes, and smiling all the while, said, "You're arrogant, speciesist, kind of an idiot..." She watched his face fall, word for word, although her own never changed.

She bopped him on the nose. "...You have a terrible fashion sense..."

That got a raised eyebrow and a hint of a grin from him.

"...But you are still the only musician I've seen in quite a while who's actually in tune with me, so I suppose I'll put up with all that." She giggled and nuzzled his cheek.

His face bounced back up, and he hugged her. Octavia couldn't get over just how strong those spindly fingers were. The firm feeling of his hands comforted her, pulled her in, and she snuggled in closer to him.

"Plus," she breathed into his ear, "I think I'm going to need an encore on that. What a performance..." The blush returned to her face.

"I can work with that," he replied, grinning and resting his head on her shoulder.

After a while of cuddling and saying nothing, James disentangled himself from her. She pouted slightly as he stood up. Bending over to tousle her mane, he grumbled, "I'll be right back. I just want to get my violin."

Subduing urge to squee. She said, in a failed attempt to play it cool, "Ooh, a private concert?" The giddiness in her voice was not easily suppressed.

James shot her a shit-eating grin, one that she could clearly read. "I know you want this," it seemed to say. "Nice try playing it cool. You are just adorable."

...Okay, so maybe she was reading into things a little. But then again, maybe not. Either way, she giggled.

James quickly slipped back into his underwear. He opened the door and stepped out into the hallway. He promptly lost his balance, his foot sliding out from under him. Avoiding a nasty split, he got a foot under himself and managed to crash headlong into the wall across the hallway.

Octavia lept out of the bed. "James, are you okay?"

He rubbed his back and groaned, "Yeah... Fine. Just slipped on this wet spot outside the door."

Octavia blinked, and looked down at her feet. Just outside her door, there was, indeed, a small puddle on the floor. She stuck a hoof in it, noting the slimy texture, sniffed it, and groaned. "Vinyl..."

Author's Note

How many other clopfics reference famous 20th-century atonal composers? There's your daily dose of culture. You're welcome. (I'm sorry.)

Anyways, this has been quite a trip. Thanks everyone for the kind words and encouragement. Nobody got the reference in the last chapter title; here you go (although any in the set would have been a winner). The reference in this one isn't so much a reference as it is an obvious throwaway joke.

Also, big thanks to Laury, my coauthor. Seriously - without her, this wouldn't be anywhere near the same fic. :twilightsheepish: Also: she's my inspiration for how ponies react when scratched behind the ears. :ajsmug:

Thanks to TheCakeDevil for helping polish up the grammar and word choice. :)

And for those wondering: yes, I am definitely foreshadowing a part 3. :twilightsmile:

Anyways, as always, criticism and suggestions are highly welcome. I hope you like it!