So, that’s morning wood, eh? I thought that was like, a myth or something. Scootaloo thought with a devious grin, I wonder what would happen if I just move my legs a bit?

Despite her playful curiosity, her heart was pounding in her small, furry chest. It's not like she'd ever really seen one up close before, much less had one poking out between her hind legs. She checked on Cocoa one more time to make sure he was still out of it before she craned her head down to get a closer look at his colthood.

It sure looks funny... she thought with another giggle. Colts have to walk around with this all day long tucked up in there? Sheesh, what a pain… Scootaloo was suddenly glad for her nice, compact filly parts.

It was mostly pink, but had brown mottled patches on the length of the shaft that she could see poking out of her orange fur. The tip of it was kinda flat and a bit bigger, with a funny ring around the bottom making a ridge there. She could see the little slit opening at the top and that was where she figured he must pee from. Unable to stop herself, she let her front hoof drift down to press against the spongy, pink end to test its feel. It was really warm.

She shifted her back legs slightly, feeling the warm tube of flesh slide along her fur with a funny feeling that gave the fluttery butterflies in her stomach a big jump. She realized it wasn't just her stomach that felt that way now, it was also that place under her tail... his shaft was rubbing right against it.

A low groan came from Cocoa's muzzle and he buried his head into her back just above her wings. It sounded like he was enjoying it, and with another giggle, she shuffled her thighs together again.

"W.. what are you..." Cocoa muttered and then jerked away from her with a start; his cock dragging quickly along the two lips between her hind legs, causing a rush of pleasure to course through her little body.

"What the hell?!" he said, wide awake now. "Why are you..." he looked down and saw his hard cock poking out of his sheath in full view of the filly and shut his mouth with a snap, trying to cover it with a blanket in a feeble attempt at modesty.

"S-sorry..." she gave him a wounded look. "But it was kinda invading my personal space, ya know!"

They stared at each other in the golden light of the morning that streamed in through the window. Cocoa's brown chest heaving with embarrassment and Scootaloo's with excitement. She felt like she was on the verge of something, but didn't quite know what. She did however know what she wanted to do... she wanted to see what it felt like to kiss him.

The orange filly looked eagerly at his tender lips, and then up to his kind eyes, scanning them for approval to move forward. When no objection came, she proceeded to lean in so their muzzles could collide in an inexperienced show of loving embrace, which elicited a breathless whinny of pleasure from the orange filly. His tongue requested entry, to which Scoot gladly accepted the invitation. This action forced a shiver of delight to travel through her, and a spark of raw electrical current to rest sharply in between her lower legs. She's never once felt something so powerful, which only encouraged her to push forward.

The colt pulled away from her, looking at her with shocked eyes. "S-scootaloo?" he whispered.

"Shhh..." she said, cutting him off, "Please, can you just... just love me?" Scoot’s big, purple eyes suddenly filled with tears as she looked at him, "I... I need to feel..." her mind struggled with all of the emotions at war with each other and she found she couldn't finish.

The grief of her loss, the realization of how much she liked Cocoa, and now this new arousal that was causing her heart to pound. So much had happened in the last day, that she wasn't sure what she wanted anymore. All she knew was part of her was screaming to be loved by him... to fill the void created by her parents being gone.

Cocoa sat on his flank, his back against the wall at the head of the bed with wide eyes at her sudden advances. The kiss had brought his member out fully from his sheath and it stood up like a pink and brown exclamation point in the morning light, glistening with moisture near the tip. Scootaloo's hoof reached out slowly and she touch him again, this time along the smooth, warm skin of the shaft.

He sucked in a breath, his eyes half closing. "Scootaloo... I've never... I don't know what to do..." he admitted.

"I think I do..." she said, getting up and slowly straddling his waist, pushing his cock between them so that it poked her belly. She put her front hooves on his shoulders and the two young orphans panted with nervous excitement.

"Do you wanna kiss me?" she said, biting her bottom lip.

"Y-yeah..." Cocoa breathed.

She pressed her lips against his again, this time letting her mouth relax and she gave a squeak when she felt the hesitant touch of his tongue on her lips. A moment later, she let her own greet it and they explored the texture and taste of each other. She discovered she had to breath through her nose heavily to keep up with her pounding heart.

The sensation also had another effect on her, one that she realized with annoyance. Her stupid wings were getting stiff! She hated the stubby, useless things and wished she could hide them from him, but it was no use. When his hooves slid up her sides and brushed against her feathers, he pulled back with a little smile.

"Your wings..." he smirked. "I didn't know they got like that..."

"Shut up..." Scootaloo looked away from him, her cheeks burning red, "I hate em..."

"What?" the genuine surprise in his voice caught her off guard, "Why? I think they're awesome!"

Scootaloo looked back at the smiling brown colt with a miserable look, "They're dumb... they don't even work right and I get made fun of all the time..."

He didn't say anything, but instead ran his hooves along the large feathers that hung below the extended wings like an orange curtain. Scootaloo couldn't stifle a sudden moan at the amazing feeling it created, a feeling she never knew could be generated by those stupid things. Cocoa smiled when he heard her sound of pleasure.

"See... looks like they aren't dumb after all..."

"Sh- shut up..." she said again, unsure of what this new sensation meant.

"How about this?" Cocoa gently ran his hooves down the top of them this time and Scootaloo's back arched uncontrollably, her head thrown back and eyes closed with sudden ecstasy

"Holy... buck!" she cried, her voice echoing flatly in the small cabin's room. Her privates were flooding with wetness now, she could feel it wetting her fur and his lower legs that she sat on. Whatever this was... it was connected directly to that place where an empty, hollow feeling was growing like an itch that needed to be scratched badly.

She didn't care enough to be scared, or worry about if it would hurt. She knew where Cocoa's colthood needed to go and she wanted it there right now, to give her body over to him and receive the love she needed to feel so badly.

Her head snapped forward and Cocoa stopped when he saw the almost predatory look on her face. "Scoot?" he said quietly.

"I... I want you to love me, Cocoa... I need you..." the desperation coming through in her voice, "There... there's an empty place in my heart where it hurts... make it better, please?"

"H-how?"

The little orange pegasus didn't answer, instead she raised herself up and pushed the slick tube of flesh rising from his sheath down between her legs, looking between their bodies to aim it properly at the damp slit there.

"Wait.. Scootaloo... Are you sure you wanna- aaah!" he cried out as she sank her wet sex onto the head of his cock, surrounding it with an intense liquid heat that took his breath away.

Scootaloo groaned and held herself there for a moment, getting used to the sensation of being stretched open like that. Her breath came in ragged, panting gasps.

"I- it's not gonna fit..." Cocoa panted.

"Yeah huh!" she smiled up at him and then dropped her weight down on his shaft. There was a moment of resistance, a small, sharp pain, and then she felt his firm warmth slide into her body, filling her lower belly with a throbbing pleasure that made her cry out again.

"Cocoa!" she moaned..."I... I love you!"

The brown colt hugged her to him tightly, "I love you too..."

They stayed that way for a while, both of the young ponies absorbing the sensations they were experiencing for the first time. When Scootaloo pulled her head back and pressed her forehead against his, her hips rocked a little, causing both of them to catch their breaths.

"I- I think one of us is supposed to move?" Cocoa whispered.

"Oh, uh... right" she replied and slowly raised herself up on his member. She could feel the end of it sliding along her insides with a gooey feeling that sent shivers of delight up her spine, causing her wings to buzz a little. Cocoa smiled when he saw them move.

"Even your wings like it?" he asked, genuinely curious.

"I - I guess so."

Scootaloo started a rhythm. It was a bit clumsy and several times she raised up too far, causing his colthood to slip out of her. It brought with it a flood of wetness and an erotic, musky smell that both the youngsters noticed. But it felt good... it felt better than good, Scootaloo thought. Once she figured out how far to come up each time, the two began to breathe heavily as the pleasure grew for each of them.

"C-cocoa... I can't... I can't do this much more... my legs hurt!" Scootaloo eventually admitted. The awkward position was sapping her strength now and the burning in her hind legs was becoming too much.

"Uh... do you wanna stop or something?" he asked reluctantly.

"N-no..." she said and slipped her body off his cock, hating the empty feeling it gave her when it left.

It reminded her of her parents being gone and she wanted it filled again as quickly as possible.
Scootaloo lay on her back, her little orange wings in a fan underneath as she spread her rear legs open. Part of her felt a little self conscious exposing her privates to a colt like this, but that seemed silly now. She was doing grown up things… and grown ups don’t get embarrassed like this.

Cocoa caught on quickly, his eyes drawn to the wet, red gash between her legs with an eager grin as he climbed on top of her. His penis was shiny now, coated in her juices and looked even bigger than before. Scootaloo watched with fascination as it bobbed and weaved with his movements to get situated.

The orange filly held her front hooves out and embraced him as his weight pressed down, the hard, wet shaft of his penis poking impatiently between her legs, searching for the right spot.

"Lower..." she whispered, "A bit more... there... AAHH!" she suddenly cried out as a hard shove of Cocoa's hips sent his entire length quickly into her small body again. A feeling that reminded her of a thundercloud brooding on the horizon overwhelmed her and her belly began to tighten up.

Cocoa was suddenly like a wild colt, bucking his hips quick and hard, driving his cock inside with forceful thrusts and grunting loudly while he held himself up with his front hooves. The young colt rutted her like an animal, instinct taking over now that he was in charge. Scootaloo loved every second of it. Loved his scent, his warmth, his attention and the full feeling his cock gave her that took away the pain of loss she felt from the death of her parents.

When that thundercloud feeling grew, she felt a little scared. Something was coming but she didn't know what to expect. Her body was tingling all over and her muscles were tensing up even though she tried to make them relax. Cocoa's grunts were getting louder too.

"S- some..thing is h-happening!" Scootaloo cried between each thrust of his penis that pushed the wind out of her lungs.

"Y- yeah!" Cocoa moaned, "It feels like I'm gonna turn inside out!" he said and then collapsed on her, his back hips still thrusting forward and she was blinded by his yellow mane.

But she didn't need her eyes for what happened next.

The thundercloud broke with a lightening storm in her body. Arcs of electricity shot out from the place where she was connected to him and caused every muscle in her body to contract, clutching Cocoa to her tightly. A wave of love washed over her for him, so powerful it was scary.

"NNnnnNNNG!" was all she could say just before the explosion happened. Every fiber in her body suddenly convulsed and she began to twitch rhythmically in incredible pleasure while lightening flashed in her head. The muscles surrounding that place where Cocoa was inside her clamped down, causing the colt to gasp.

"Wha..." that was as far as he got before she felt him tense up and his voice was choked off in a grunt.

Through the waves of pleasure spiking her body, Scootaloo could feel a sudden warm wetness splash against the passage where his cock was, increasing her own sensation of pleasure. The penis inside her twitched and throbbed against the soft walls with each new feeling of liquid heat that came from him. She knew this was something special for Cocoa and clutched tightly onto him with all four legs while they each rode their shared orgasm.

Long moments passed and their small bodies slowly calmed down. Their breathing slowed and then Scootaloo felt the sad sensation of Cocoa's member leaving her, making the empty space between her legs feel hollow once again. But this time it wasn't as bad... she knew he'd left a part of him in there that would be with her forever somehow.

They lay together in the morning light, wet and messy from both sweat and their own recently discovered fluids that soaked the bed under her tail until she heard his light snore. She closed her own eyes, smiling at him with an intense love. She knew she wasn't going to be alone now... She'd found somepony who cared for her even though she'd thought nopony ever would.

Moments later, she joined him in slumber.

Author's Note

Huge thanks to saltybedspackle for writing this chapter. So, if you find any errors, don't blame me!