A Stallion's Sweet Secret

by Nocturnal Derp

Rating: mature
Tags: Romance
Length: 9141

Revamp is your cliche outcast pony who doesn't know whether he wants to be left alone, or whether he wants attention. Tonight... He'll get some attention. M/M

Revamp is your cliche outcast pony who doesn't know whether he wants to be left alone, or whether he wants attention. Tonight… He'll get some attention. After his job brings him to a local club he notices a certain stallion.
A certain stallion he'd never had much interaction with, but had always admired from afar, has a secret of his own.
A secret that will unfold behind closed doors. :yay:

WARNING: CONTAINS M/M CLOP
Actually that is a lot of the story. :unsuresweetie:
No penetration though… Everything but that… Sorry if you're into that.
Don't have cover art because of the characters. sorry

Published 1970-01-01 00:00:00 UTC
Last updated 2014-12-18 11:30:02 UTC

So You've Always Been...

Revamp didn't know why he was there at the small club in Canterlot. He'd told himself he was just gonna check on how some speakers he knew he had worked on were doing but who goes to a club at ten at night for that? This is fucking stupid. But he went in anyway.

Of course it was loud, and their night was just getting started, no place for a Pegasus like himself. Revamp disliked, maybe hated large crowds. However he tussled with the theory that it was better than staying home all night, alone and depressed as always. Plus it was usually in these large crowds that nopony stared at him because of his out of place fur pattern.

As a foal his fur had been pitch black, but after a few years white patches of fur replaced some of the black in random places over his body. Specifically over his left flank, right forehoof, a small patch on his chest, and over his right eye. The doctors said nothing was wrong with him, that the fur was just as healthy as the rest of his coat, only a different color. That there was nothing to be worried about.

They didn't take the other colts and fillies into account. While most ponies were mature enough not to blatantly point this fact out or make dumb jokes now, young ponies are different. From second grade up he was rejected by most, not all but most. Even after the rave died down about his fur the damage had been done and Revamp found himself reclusive.

Which all in all was fine. He didn't have to worry about family as he hated them more than the other colts. They always tried to cover up the fact he was the way he was because he wasn't, and to quote their term. “Normal.”

Normal. The word echoed in his head for a moment. He hated the word. It was all a matter of perspective. Whatever the majority of ponies thought was right at the time was considered normal. How was that fair? As a result he grew distant from even his own parents and he was an only foal so there were no siblings.

He spent a majority of his time growing up reading, or writing nonsense here and there, but it wasn't until the day he acted out did he find his true talent.

It was after another of his secrets came to light that he found himself in the same boat he was in as a young colt. His second to last year in high school everypony found out he didn't like mares. By this time most ponies had stopped nagging him about his fur, some even liked it.

There'd been one mare in particular. One of the prettier ones at the time, a cute earth mare with a light blue coat and maroon mane with matching eyes, but Revamp hadn't even known her name when she approached him in the middle of their lunch period.

Shell approached him where he sat eating his lunch in the courtyard. “Um... Hey Vamp.” She smiled warmly at him. “How are things?”

Revamp looked up from his sandwich and cocked his head to one side. She looked familiar, but nopony he knew personally. “Good uh... I'm sorry.” He looked away trying to remember her name.

The mare blushed. “It's Shell... Anyway...” She took a seat across from him.

By this time a few other ponies had taken interest, doing a horrible job pretending not to listen. Revamp was already exhausted with the situation and curiosity. However he knew it wasn't Shell's fault so he made no protest of her company. “So, what's up?” He asked halfheartedly.

“Um... The dance, the school one... It's next week, and... Well...” She blushed and looked away.

Revamp's heart dropped. He could either accept this invitation and cause himself discomfort, or he could decline it and could only imagine what everypony would say. He hoped everypony would just shrug it off as he had no interest in this mare in particular but the chances were slim. Revamp had seen school colts fall head over hoof for this mare.

Despite the odds he turned her down. “I'm sorry.” He replied simply, smiling with empathy. “But... No.”

Shell couldn't stifle a brief look of shock. “Oh...” She was visibly upset now, but did well to contain it. “I... I've gotta go to class.” She stated quickly before trotting off with haste.

Revamp could already feel the stares, and hear the speculations. The only problem was that they were right. He truly felt nothing special for mares. For lack of a better term he was what they called a colt cuddler.

Now more ponies dropped it than he thought would but there had been two who had been persistent on making his life hell over the fact and they were the two that made it public knowledge. Revamp didn't care to even remember their names but couldn't forget the constant games and laughs they had at his expense throughout every school day.

Then the worst possible thing happened. One semester he ended up in the same art class with the two idiots. For a full ninety minutes a day he listened to their noise. He could ignore most of it, and shrug off those that tagged along once in a while, but everypony has their limits.

”Hey, hey Vamo! Vaaaaaaaaamp.” The stallion laughed. “Come on Vamp, I just want to show you something I drew.”

Ever so reluctantly Revamp gave in and turned to see what was so damn important. The jackass had drawn a very crude picture of a dick, and was struggling to control his own entertainment as Revamp's face lit with anger. The whole class had been drawn in by his persistence and witnessed the joke. The joker's friend was making crude jesters with his hoof and muzzle while laughing like a school filly.

Revamp lost it at this point. “Fuck you!” He spat, jumping away from his desk with his wings spread wide. “I'll Fucking Kill Both Of You Mother Fuckers!” The outburst caught them both by surprise and they scrambled out of the way as Revamp approached them. However in his anger he'd failed to take account of his surroundings and when he'd turn to pursue one of them one of his wings crashed into one of the speakers the art Teacher, Professor Quill, had put up for the class to listen to while they finished projects.

Conveniently enough this is when Professor Quill decided to intervene, having been more infuriated with his speaker being broke than any of the disturbance and had nearly attacked Revamp himself.

Having been humiliated, insulted, and now scorned Revamp took off, leaving both the classroom and school behind that day as he flew home. He was only thankful that his parents hadn't been home when he arrived. He didn't know how long he had been in bed crying, but he'd fallen asleep and hadn't been woken until his parents made dinner. He told them nothing.

Despite Professor Quill being an ass Revamp felt bad about breaking the speaker and offered to fix it. He figured the Professor had either gotten into trouble or he had some kind of a heart because he told him not to worry about any of it. Though Revamp insisted and Quill figured it wouldn't hurt so he allowed Revamp to take it home with him and told him if he couldn't fix it to just toss it.

Revamp Borrowed Some tools from the school work shop and took everything home to see what he could do. It was utterly destroyed on the inside and he had no experience what so ever. So the day after he went to the library instead of going to art class and checked out a few books on electronics from the school library which turned out to be next to useless.

That weekend he went to the Manestitute Library and was happy to find what he was looking for.

It took him a month, having to find a few replacement parts, a couple he had to buy with his measly savings but once he was done tinkering with it it worked better than new. Professor Quill was quite shocked to see Revamp come in with the speaker one day and as a result, excused a couple of days Revamp just hadn't made it to art.

That was the day that Revamp got his cutie mark. Which in the long run, led him here to this club this night. After a few years of focusing on the internals of various instruments, speakers, and different types of wiring he had a job. A well paying one at that for a stallion as young as himself. He could fix just about any hardware in any machine.

This club had a shortage that blew all of their speakers a week ago and they had hired Revamp to fix them all. This being the first night the club reopened he wanted to see what kind of job he had done. From what he could hear he'd done good... Too good.

Though part of it was just an excuse to get out of his apartment so he wasn't just sitting there. One thing that I forgot to mention was another job Revamp had gotten from the shortage. A Stallion he'd known since he was little named Base Component had his electric guitar hooked up at the time and the shortage fried it. For some reason Revamp couldn't determine, he had wanted Revamp to be the one to fix it.

Revamp's problem was how he felt about Base. He hated him, because he wanted him, since he was little. He was one of the reasons he'd realized he didn't feel for mares much. Base had never done him any harm, as far as he knew had never even participated in the rumors and ugly speculations. Though he had seen Base take an interest in some of the things he'd been involved in but nothing more. Base was quiet, and everypony seemed to like him, which made Revamp hate him even more.

So Revamp accepted the job like he would any other. Fixed it and had it back to him a day later. Base was their tonight. Revamp thought he might be, and figured it was just his luck that his guilty pleasure had followed him after graduation. Though he wasn't not on any gig. Their were other ponies doing their thing on stage tonight and Revamp saw Base, with his hair and tail spiked, just sitting at the bar talking up a couple of mares. What Revamp found strange was he didn't even have his guitar with him.

Revamp wasn't happy to see him there however. It upset him, made him sad. So he started to make his way back the way he came through a small crowd of ponies and out the club doors. He didn't belong there anyway. Just wasn't his crowd. Despite his work he liked the quiet. His talent was just that, a job, something he was good at and could rely on. Nothing more.

He made his way outside and trotted a few paces away to sit at nearby bench. He'd fly home after he'd gathered his nerves.

“Kinda crazy in there huh?”

Revamp sat up with a jolt. “B-Base?” He stammered, surprised, happy and unhappy to see him there.

Base smiled. “Yup. What's wrong?” He took the seat beside him and removed his glasses.

“What do you mean?” Why is he out here?

“Well... I saw you in there, or at least I thought I did, and then you left. I wanted to thank you again for fixing my guitar so I followed you, but you were sitting out here with your head on your hooves.”

“Oh... Yeah, nothing's wrong. Just a little loud in there.” Revamp replied, looking back down at his forehooves.

“Not feeling it tonight?”

“No... No I guess not.” Revamp sighed. He never was.

“Me either, I think I might just head home.” After a long uncomfortable silence Base cleared his throat. “So uh... You want to come over and hang out for a while? I got games and movies and stuff.”

Revamp turned to face him, suddenly suspicious of why he was out here. Is he drunk? No... No he doesn't look drunk. He almost turned him down but the red tinge in Base's cheeks sparked his curiosity. “But, the club. Aren't you a big deal in there?”

“Me? Nah... They like me but they'll live without me. That Vinyl unicorn seems to have a pretty good hold on things. ” Base looked down at the table. “Like I said, I'm not really feelin it tonight.”

“I'm sure you could get one of those mares to leave the club with you.” Revamp hoped Base couldn't detect the hint of jealousy in his voice.

“Probably.” Base nodded, “but I don't feel like it, half of them are already plastered and they can get annoying fast. I-if you don't want to come over that's fine.” Base was growing anxious with Revamp's deflections on his offer.

Maybe it wouldn't hurt. It's been a while since I have chilled with anypony. He's never done anything to me before, and I can leave at any time. “I'm sorry, I just wasn't expecting any invitations anywhere tonight. I'll come over.” Revamp hid any suspicion or doubt he had behind a smile.

Base smiled and perked up a bit at his answer. “Cool, so uh... Like, you need to do something before or do you just want to follow me?”  Base got up from his seat.

“No I don't have anything to do.” Revamp followed suit.

“Feel like flying?” Base suggested. “I don't exactly live nearby. A five minute flight but a twenty minute trot.”

“We can fly.” Revamp found it curious that Base lived so far away if his time estimate was correct. “You don't stay down town?”

Base made a face. “No, Celestia no. I live in a small place of my own on the outskirts of the city itself. Come on, I'll show you.” He turned and flexed his wings.

“Wait, your glasses.” Revamp trotted up next to him.

“Not mine, one of the mares put them on me.” Base took off.

“Oh... Okay.” Revamp shrugged and followed after him, taking a second to get to his side.

There wasn't much to think about when flying so the flight was silent. They ended up landing in a small neighborhood just within the city's walls near the east gate. The change in environment was immediate. Unlike downtown there was next to no noise. Only one other pony was in the street, trotting along and didn't even seem to notice them. The only light came from the street lights that buzzed overhead.

The houses weren't top notch but they weren't run down and it seemed to be a quiet street. “You stay here?” Revamp asked disbelievingly.

“Yeah, a few houses down. Boring right?” Base didn't look at him.

“I like it.” He risked a glance and noticed Base smile at his response.

“Good.” He turned down one of the walk ways, through a gate which Revamp closed behind them out of habit and up to a small plain looking white house. Base pulled a set of keys from his vest, unlocked the door, opened it and stepped aside. “Make yourself feel at home.” He smiled.

Revamp walked past him hesitantly into a small dark hallway.

“Switch is on the left.” Base said behind him.

Sure enough it was, Revamp flipped it and the hall lit up. It too was rather plain but well kept. Wasn't exactly what he was thinking.

“Don't be shy.” Base trotted up past him. “Living room's this way.”

“O-okay.” They passed one doorway on their left which Revamp discovered was the kitchen and another closed door on their right before they trotted into an open room. The room's design was different from the rest. Seemed out of place.

The walls were oak wood panels and the carpet in the room was a dark brown color. A beige colored deep seated couch with tables on either side sat against the wall. Across from the couch there was a decent sized Entertainment center. “Lame right?” Base's voice broke his trance.

“Huh?” Revamp replied.

“Didn't come this way, I had it custom designed, the walls and carpeting and stuff. I like the whole warm atmosphere it creates.” He almost seemed shameful of the display.

“Actually I think it's great. I stay in an apartment so I can't change too much.” Revamp smiled. “Not what I was expecting.”

“Oh?” Base was suddenly entertained. “What were you expecting?”

“Um... I-I don't know I guess.” Revamp admitted blushing, hoping he hadn't offended him.

“It's fine, I understand.” Base giggled and nudged him onward. Revamp flinched ever so slightly from the contact. “Remote's on the table, have a seat and turn on whatever you like. I've gotta go and get this stupid gel out of my mane and tail.”

Revamp wasn't able to respond as Base had already turned the corner. He didn't like the idea of sitting in anypony's house unattended as such. He considered leaving then and there. This just didn't seem right to him.

Base was being way too nice, and seemed a little nervous. Paranoia kicked in and he suddenly felt as if something bad were going to happen. He shook the thought away however. How foalish would it be to bring somepony over to your house just to pull a prank or something. He scolded himself and decided to just wing the situation, taking a seat on the couch. The remote wasn't on the table however, but was sitting on the couch itself.

He picked it up and turned the TV on, or at least he thought he did. Instead of the TV, a small box lit up near the bottom of the center. Revamp looked down at the remote and sighed. It was one of those universal remotes. Luckily it was simple and a few buttons later the TV flashed on.

Luckily during his test with the remote he hadn't shut off the cable box. Even better was Base had the same network he had in his apartment and found a movie channel to put it on just for background noise. He wouldn't be able to concentrate on it now while thinking about what was going on.

A few minutes later after much self debate he heard a door close somewhere in the house, and the sound of hoof steps in the hall. Base appeared in the doorway and Revamp turned to look at him. The sight surprised him quite a bit. Base's mane was shorter than he thought, and his tail was longer. He'd never seen them without gel in them.

Revamp hated it and loved it. He was adorable with his mane matted down to his head and his tail waiving naturally without the gel. It took him a minute to realize he was staring and that Base was blushing madly. “I-I look like a mess without the gel in don't I?” Base asked, looking away.

This wasn't the response Revamp was expecting, and shook his head to clear his mind. “No, no you don't actually... Actually I think you look better this way.” Revamp chose his words carefully. He was sure Base knew he was gay but he didn't want Base to feel uncomfortable thinking he was hitting on him.

Base seemed to relax, and even smiled after hearing the compliment. He trotted up and jumped up on the couch, sitting close to Revamp.

Too close. Close enough to where their fur on their sides were touching. Revamp waited for Base to scoot away but he never did. Revamp was blushing furiously at the ever so slight contact and decided to move a bit himself.

“Sorry.” Base murmured, looking over to the tv for a distraction. “What is this?”

Revamp sighed in relief at the change in subject. “I don't really know.” He didn't.

“Oh... Well alright.” Base replied, then looked down at his forehooves that rested on his thighs. “So... What brought you to the club tonight?”Base asked without looking over to him,.

“Me? Uh... Just checkin up on the speakers I worked on. I wanted to make sure they were working.” Revamp replied. “You? I don't think you had a gig... Or you wouldn't have left so early.”

“I didn't... I was just bored, and I'm usually there on the weekends anyway so it's a habit.” Base shrugged. “Mind if I turn this off?” He asked gesturing with the remote.

“Sure.” Revamp replied dismissively, more interested in the topic at hoof anyway. “What made tonight different?” For some reason he saw Base blush when he asked the question.

“Guess it was just not my night, Wanted to relax a little I guess... And...” He trailed off and looked away, clicking off the tv and putting the remote on the table.

“And?” Revamp added.

“And I kinda wanted to spend some time with you. I see you a lot but we don't talk nearly enough. Kinda felt bad for not talking to you in school.” He wasn't lying, just not telling him everything.

“Oh...” Revamp struggled for a response. This was getting weirder, but in a good way for him. “Don't feel bad, I didn't talk to too many ponies at all anyway.” He shrugged.

“I... I kinda noticed. I was a little surprised the day you turned down that one mare though... What was her name? Shell I think?”

“Yeah.” Sane replied. This wasn't something he wanted to talk about but he wasn't going to be rude.

“Not too many stallions I knew would have done that.” Base giggled. “I thought it was funny... I am sorry a lot of ponies turned it around on you... I heard a lot of what they said...”

“Yeah I know what was said...” Revamp grumbled, contemplating leaving again.

“I mean... Is it true though? Are you really...” Base trailed off.

Revamp suddenly felt himself getting hot from embarrassment, then upset. Did he really bring me here just to ask me that? “Are you serious?” Revamp's temper flared as old wounds opened.

Base flinched at the venom in his voice, looking over to the distressed stallion. “Revamp? What's wrong?”

“You know what's wrong... You didn't have to drag me out here to ask me that... You want to fuck with me too?” Revamp was close to tears now, and put his muzzle in his hooves. It wouldn't have hurt so much if it weren't Base asking.

“No, Amp you don't understand... I don't mean anything by it... Why are you so upset?” Base just now figured he'd struck a nerve...

“Why?” Revamp asked.

“W-Why what?”

“Why did you ask me that? You know what they said in school. You know everything.” Revamp scolded.

“No, I don't. I never talked to anypony about you honest. I was too embarrassed to.”

“Oh? And why was that?” Revamp spat.

“Because... Well...” Base struggled with the words. “I felt bad, and... Well I liked you.”

Revamp almost hit him. He was too angry to even consider the possibility that Base was being honest. By now his anger had faded into despair. “That's not funny.” He tried to jump down from the couch, to run from it all, but something caught his foreleg.

“Revamp I'm not messing with you.” He was upset, but held his composure, understanding Revamp's situation.

“Base just let me go! It's not funny. Please.” He tugged his forehoof away but Base held tight.

“Revamp stop.” Base's voice cracked and his eyes watered. However he did let Revamp go.

The sound in Base's voice threw Revamp off as he abandoned his attempt to leave the couch and stared at the Stallion. “B-b-but... I thought-” He couldn't speak as Base's lips pressed on his and forehooves gripped his shoulders. Revamp was taken aback, making no move to encourage or escape from the situation.

After only a second Base pulled away, looking shameful, defeated, sad... “I-I'm so sorry.” Was all he could think to say. “I just... I needed you to know I wasn't lying or pulling your tail.” He let a small sad smile crease his muzzle. “If you want to g-go now... You can. I won't bother you again.”

Revamp sat in silence and disbelief. He'd never have even thought, and now he was gazing at the side of Base he didn't think Base had. His gray fur along his cheeks was a shade darker from the tears, his green and gray mane flat and disheveled without the gel and his eyes lost of confidence. He seemed so vulnerable at this point, looking just over his muzzle at Revamp, waiting for some kind of response.

Revamp couldn't resist and didn't keep him waiting. With any and all doubt extinguished he wrapped his forelegs around Base, closed his eyes and pressed his muzzle firmly to his, drinking in the feeling of relief and euphoria.

Base squeaked a bit but returned the gesture happily, and relieved.

This time Revamp was the one to pull away, though he took one of Base's forehooves in his own. “I didn't know... I didn't mean to hurt you, I just-”

“I understand Revamp.” Base cut him off. “I was there for everything... I just wished I had said something so much sooner.” His smile turned into a sad frown.

“You've always been...”

“Yes.”

“But... What about those mare's you were always around? The way they stared, everything.”

“Friends, though most of them had a silly crush on me. Not... Not really on me though, who I pretended to be. I feel terrible.” Base shook his head and looked away.

“Why?”

“I'm a coward. I sat back and I watched you take the abuse and the beatings for what you are while I lied to everypony to protect myself. If... If I'da just been honest from the start I could have helped you. Or at least been there through it all instead of hiding in the background. It was wrong though, and I was miserable for it. Everyday was a lie. I couldn't be the pony I wanted to be because of fear, and it not only hurt me but hurt everypony like me who was honest with themselves. I could have been one more to standup but I wasn't.”

Base's eyes began to tear up again and he took in a breath to calm himself before continuing. He smiled when Revamp squeezed his hoof for support.

“Now that I know that you...” He trailed off. “I mean... What you just did... That does mean something right?” Base asked hesitantly.

“Yes, otherwise I wouldn't have... kissed you.” Revamp replied blushing. Despite how upset Base was he was happy, giddy at the fact that Base had kissed him and hadn't just been playing a joke.

“It shouldn't have.” Base sighed, frowning. “I don't deserve it.”

The response made Revamp flinch. “Base...”

“No. No... I don't and you should hate me. I hate me.” Base growled to himself.

“Base please...”

Base pulled his hoof away. “I'm terrible... I deserve to be miserable... Not get what I want...” A moment later something crashed into his side.

Revamp tackled and pinned Base to the couch, forcing his muzzle over Base's in passion and anger. Base pushed at Revamp in defense but quickly realized Revamp's intentions and replied in kind, deepening their kiss in the heat of the moment as they struggled against one another. Finally Revamp pulled away, but did not relinquish his position over Base.

“Listen.” Revamp was panting and took a second to catch his breath as Base did the same. “I don't care what happened then. You never hurt me and all you were doing was protecting yourself. I can't blame you for that. But now that I know what I know I am not going to let you take this from yourself or me.” Revamp growled. “I want to stay, understand that, but you need to make a decision. Are you going to hide and send me away, or do you want me?”

Base's mind was clouded but he knew the answer to the question. His response was immediate. In a flash he wrapped his forelegs around Revamp's neck and pulled their muzzles and lips together again, just as hungry as before. Hungry for what he had been depriving himself from for so long.

Revamp was all too happy to comply and contributed to the moment. In a short break he parted his muzzle almost in sync with Base and their tongues met, pushing, swirling and wrestling with the other.

Revamp hadn't known what had come over them, but he didn't care. Years of frustration, anger and lust were poured into this moment and he planned to profit from the experience. He could tell Base planned to do the same.

Base's self pity was well forgotten in the action and he knew nothing more than his instinct and lust for the stallion atop him. Without  hindrance his hooves began to explore Revamp's body, tracing first over the muscles of his shoulders, down his back then over the base of his wings which twitched in response.

He knew all too well the sensitivity in a pegasi's wings and payed special attention to the wrist of Revamp's wings. His persistence fueled by the brief moan that escaped Revamp's muzzle between their kiss. In no time he could feel Revamp's wings stiffen under the stimulation and eventually open unprompted.

Revamp tried to still his wings but could not. Base was good, and that made him even more hungry than before. He broke their kiss and looked down at him accusingly for what he had done to his wings, and growled at the knowing grin he received from the stallion.

Not only had Revamp's wings stiffened but his member had emerged from it's shaft, fully erect. However his shame was robbed from him by lust and he was not embarrassed of this seeing as Base's had done the same and his instinct clouded his mind.

Base's cock stood eight inches proud from his shaft, and was a light shade of gray.

Revamp's was a slightly darker color, with a very slight advantage in length but no visible advantage in girth and just as stiff, already twitching from the excitement.

Revamp would have more, and delved in again, quite a bit more aggressive. He lowered himself atop of Base in their embrace, pressing his cock firmly against Base's, testing his hardness against his own. The resistance they two members proved against one another proved painful, but even more pleasurable.

The underside's of their cocks were pressed firm against the other. Eventually Base began to grind his hips into Revamp's from under him. The action bent Revamp's cock to his will and Revamp nearly buckled, catching himself in time to defend himself.

Hot moans were shared between their almost sloppy open muzzled embrace as they ground against each other. A small trail of saliva had leaked just over the edge of Base's lips and down his muzzle but he didn't notice, let alone mind.

After a while it just wasn't enough for Revamp anymore and he pulled away, leaving Base longing and confused. He raised his head to try and reinitialize the contact but Revamp put a hoof to his chest and pushed him down. “Stay there.” He instructed between heavy breaths of air.

Base whimpered but nodded his acceptance.

Revamp crawled down Base's body, letting his own cock slide down and off of Base's, gritting his teeth as he got lower and lower.

When his head was between Base's rear legs he found himself staring at his twitching member. He was going to tease him, but first he wanted to get a reaction. So without any warning he took more than half of Base's cock in his muzzle all at once, keeping his lips sealed as he pulled up just as quickly.

Base yelped, his wings flexed, his forehooves gripped the cushions and his back arched. His vision blurred, becoming unfocussed as the sudden shock of pleasure invaded and clouded his mind like a storm. A disappointing whimper left his throat as the warmth of Revamp's mouth left him.

“R-Revamp... Why did-” This time he whinnied degradingly as the action repeated itself. Again he felt his dick encompassed in the warm, moist caverns of Revamp's maw and just as quickly it was gone.

Revamp couldn't stifle a giggle at the sound of Base whinnying. “Base did you just-?”

“S-s-shut up.” Base breathed looking down at him.

“Na'www, somepony embarrassed?” Revamp teased, pressing his forehoof to the base of Base's member, causing him to squirm.

“T-that's not fair!” Base whined.

“Let me make it up to you.” Revamp replied, feeling unexpectedly playful from the arousal. He didn't quite understand it but didn't quite care either.

He dragged his hoof up it's length before giving the head a gentle squeeze, then ran his hoof back down. Revamp lowered his muzzle and let a warm breath flow over the tip which twitched in response.

“Revaaamp, please don't mess around... I-” Another whinny.

Revamp took it into his muzzle once more, and gripped the base with his hoof, working his cock up and down as he bobbed his head, letting his tongue roll around his ring. Revamp had to use his other forehoof to hold Base down so he wouldn't buck so much and gag him.

Not long after he tasted the salty tang of Base's precum ooze from the tip and the taste encouraged him onward, despite having to breath heavily through his nose to get enough air. Base's moans and whimpers furthered his encouragement, even when he felt Base take his mane in a hoof and pull. He was just thankful Base had the since not to pull too hard.

However Revamp yelped when Base let go of his mane and took hold of his outstretched wings instead. In impulse he bit down, which in turn made Base cry out and buck hard.

Revamp quickly pulled away and crawled back up Base in panic. “Oh Celestia I'm so sorry! Are you okay I- I didn't mean to. It was an accident.”

Base whimpered a bit and felt his member with his hoof, rubbing the sore area. “Geez, you're a biter?” Base tried to make lite of the situation, he wasn't seriously hurt and he knew it was dumb to grab a pegasi's wings without warning like that. He smiled up at Revamp with a since of happiness at how concerned he was. “I'm fine.”

“A-are you sure? I... My wings...”

“I know Revamp, it's fine.” Base giggled.

“If you want we can stop.”

“No!” Base replied quickly, then blushed and looked away. “I mean no... Please, continue.” Base let go of his dick to make room for Revamp's hoof.

Revamp giggled and pecked the sheepish pony on the cheek, actually eager to get back at it himself now that he knew Base was okay. He scrabbled back down Base's body in much of a hurry but stopped when he was in position, looking back up at him with a sheepish smile. “You can grab my wings if you want, now that I know it's coming I shouldn't bite.” He laughed nervously, then looked back down to Base's dick, still fully erect and had a small white trail of precum emitting from the slit.

Revamp ran his tongue over the trail, and up the cocks base until he had gotten it all, then without breaking contact, opened his muzzle to engulf the member. Just as before Base moaned, and immediately retook Revamp's wings. Revamp grunted and froze for a moment, taking care not to bite down again.

After the initial shock he continued working at Base's dick, taking the base of which he didn't have in his mouth in his hoof and working it up and down, attempting to pump the orgasm that Base so desperately tried to hold back out.

However Base was massaging and kneading the muscles in Revamp's wings like a pro, causing them to flex harder, and harder. In result the action also stimulated his own dick, which pulsed with excitement. He longed for release but first had to provide Base his. To make matters worse Base raised one of his hind legs that was between Revamp's to rub his member while he worked.

Revamp moaned around the cock but only picked up the pace with the stimulation, gripping and pumping his hoof with more force while his tongue swirled around the pulsing cock. With his free forehoof he started to massage Base's ball sacks. Pressing them ever so gently as he worked.

Finally Revamp felt what he had been waiting for. Base tensed up, gripped Revamp's wings hard, arched his back and held his breath. He was at his breaking point, it built up inside him, pushing past his defenses until Base could hold it no more and he exploded into Revamp's muzzle with a long drawn out cry.

Revamp felt and tasted Base's hot seed as it sprayed over his tongue and down his throat. He redoubled his efforts during the climax after every spurt of cum, milking every bit of the seed he could from Base's balls and out of his dick.

Base held tight to Revamp's wings as wave after wave racked his body, weakening him with every tremor until at last it died down, his cock's pulses becoming weaker and the last of his sperm left his dick into Revamp's caverns.

Once and only when Revamp was sure he had gotten all of the cum he could from Base's orgasm he pulled away. With a few casual licks he cleaned whatever he had initially missed from Base's cock, then crawled back up Base. He made sure to drag his own pulsing member up Base's still surprisingly erect shaft. The action cause him to moan quietly, especially after Base bucked weakly in response to push on his dick with his own.

Once Revamp was eye level he pressed his muzzle to Base's, still hungry for the stallion  and was surprised to find Base part his muzzle and allow his tongue access after the deed.

Base tasted his own seed when his tongue glided over Revamp's. The taste was a tad salty, and if felt weird to taste his own cum but it gave the experience much more excitement. While keeping Revamp occupied with his tongue he reached down the length of his body with a forehoof and took Revamp's erection firmly in his hoof, pulling at it weakly.

Revamp broke the kiss, ducked his head and growled out of impulse as he felt his dick being pumped slowly.

“You ready?” Base asked cutely, licking the end of Revamp's muzzle.

Revamp whimpered, looked into Base's eyes and grinned. “I-I be- bet I last longer than you.”  A stupid bet seeing as he had only become more excited giving Base a blow job.

“You're on.” Base growled between breaths as he worked Revamp's cock in his hoof. Then he pushed him over, so he could claim the dominant position. Revamp offered no resistance as he was eager for his release.

Base got down low on Revamp, but didn't mimic Revamp's method  at first. He wanted to get him off quickly to prove a point. So he took his erect, and pulsing member in both his hooves and worked it quickly. Pumping his dick up and down as fast as he could control it and not hurt him.

Revamp yelped and growled as he struggled to keep himself still. He knew Base was trying to get him off quickly and he wasn't just going to give in, even if he desperately wanted it, especially after the blow job he'd given him. Revamp sat up and took hold of Base's forelegs to slow the movement, and growled at him. “I-I didn't say I was going to let you.”

Base grinned at him. “Good, wouldn't have been as fun.” He let go of Revamp's cock and tackled Revamp back down to the couch, forcing his lips over Revamp's to hold him still. Revamp pushed against him, but yelped as he felt Base grind his still erect shaft into his own throbbing member.

Base moaned a bit but wasn't as sensitive as Revamp seeing as he had already came once. He planned to use this to his advantage. He took Revamp's Forehooves in his own and pinned them to the couch, then locked his rear legs with his own.

The two ponies grunted and growled with the effort. Base trying to maintain dominance and Revamp trying to get it back. Each stallion grunted or gasped when their dicks would collide of glance off of one another during their wrestling. However Base had  a lot more control over himself at the moment and ultimately won the tussle, keeping Revamp pinned in place. In a desperate act to gain leverage Revamp spread his wings and tried to wrap them around Base but Base caught them with his own, and was able to pin Revamp's wings to the couch.

Only then did he pull his muzzle from Revamp's, using his tongue to break the strand of saliva what still connected their lips. He grinned down evilly at the vulnerable stallion who cowered beneath him.

Revamp wasn't able to move, pinned and surrounded by Base on the couch. His heart racing and even worse his dick throbbing. He loved every second of it. It was new, exciting, better than he had hoped.

Base took a moment to catch his breath and grinned. This was more fun than he had imagined it to be. He hadn't thought it would escalate so quickly, though he wasn't complaining. If he let Revamp go now he'd probably start fighting again so he figured he'd break some of his resolve first. He repositioned his hips and pressed the head of his dick, still slick from Revamp's saliva and his own cum at the base of Revamp's shaft, then slowly, and with amazing control, slid the head of his cock up Revamp's throbbing dick until the bottoms of their shafts were in full contact and the head of their members met.

Revamp whimpered and bit his lower lip. His cock hyper sensitive and painfully erect, but Base wasn't moving fast enough to push him over the edge, even as the stallion repeated the process. Revamp moaned and bucked, but just as quickly Base ground his hips down on him to keep him still, trapping his dick between Base's and his bare belly.

“Move again.” Base growled, and lowered his muzzle to Revamp's ear. “And I will torture you for the rest of the night.” With that he nipped his ear and pulled his muzzle away, enjoying his new found control and the look of fear in Revamp's eyes.

Revamp took in a sharp breath and whimpered, the pressure near unbearable. He hadn't imagined Base to be so... He wanted this so badly, and was now to the point of needing it. He couldn't think of anything else. He moaned and realized Base was giving him unwanted cool down time as he held him in place, no doubt so he could continue his little game.

Base smiled when Revamp lay still, heeding his warning. He wasn't going to torture him for the rest of the night, but a few more minutes wasn't going to kill anypony. Though he did have a moment to worry about what Revamp may do to him to get revenge.

He shook the thought away. Right now, he was in control. As before he pressed the head of his cock at the base of Revamp's shaft and drug the slick yet firm appendage of Revamp's twitching, throbbing member that was spilling a bit of precum itself.

Revamp shivered but held himself still, resisting the urge to buck and accelerate the contact that would undoubtedly give him the orgasm he was being denied.

Base was a little quicker the next time, feeling his own dick begin to tingle and heat up again through the contact. That however was something he couldn't accept... To cum twice before Revamp even came once.

Base leaned over and took Revamp's lips in his own, biting his lower lip, enticing Revamp to open his mouth to his tongue. Revamp barely even fought back at this point and just let himself succumb to Base's desires.

Surprisingly enough Base no longer forced his advantage, and was a lot more tender. He figured Base had had his fun. A few seconds went by and Base pulled away. “I'm sorry.”

The apology surprised him, even through his clouded mind and burning desire. “W-what for?”

“I shouldn't have teased you.” Base pecked him on the lips.

Revamp found he was able to pull his forehooves free and quickly wrapped them around Base's neck, bringing him in again with much more passion than before. Revamp let him go a moment later. “I have nooo idea why you are apologizing for what you are doing.” He giggled, despite the building pressure inside of him. “But... please please please do something about this.” Revamp blushed and pointed down with his hoof.

“My pleasure.” Base replied. He didn't go down on him like Revamp would have thought but instead released him and turned completely around. Base's member hung over his muzzle while Base stood over his own.

Base wiggled his flank playfully. “Y-you don't have to if you don't want to, but I got a little worked up whi- Nnng.” Base yelped and stamped his rear hoof on the couch as Revamp took his cock into his mouth for the second time that night. As soon as he recovered he went to work on Revamp's member, eager to give him his much deserved reward.

Base took the base of Revamp's cock firmly in his hoof and took the rest of what he could into his mouth. He'd never done this before but he did what he imagined what would feel good to him. He wondered if Revamp had ever done anything like this before for just a moment.

He started with firm strong pumps with his hoof while suckling just the head of his member, then quick ones while bobbing his head, keeping his tongue pressed firmly along the bottom of the slick appendage. Base knew he was doing well, as Revamp's efforts on his own dick were often stalled by his stifled whimpers and moans.

Revamp couldn't concentrate for more than a few seconds at a time on his task but still made the effort to please him. But the warmth of Base's mouth along with the pumping from his hoof on his sensitive cock drove him near incomprehensible. He kicked once when Base used his other forehoof to massage his sacks, which put a significant amount of pressure in his lower belly

The combination of it all proved too much for him to handle for too long. He tensed up, took Base's rear legs in his forehooves, and his wings flexed as far as they would as he tried so desperately to hold it as long as possible. With a quiet but distinct whinny he exploded into Base's mouth.

Base had to hold back his gag reflex on the initial burst, but after he continued the motion, milking Revamp's cock of all it's precious seed. Once the throbbing in his member slowed and ceased he let up, pulling away from him. Just as Revamp had done for him he lapped up any of the cum he had missed and went down on his member a couple of times to clean it. Not a moment after however he nearly buckled.

Revamp, fueled by his explosive climax redoubled his efforts on Base. It didn't take long before Base started grunting and moaning with the effects.

Base wasn't going to hold back this one, he let it come and go with little resistance. Gasping as he released his second load into Revamp's maw, resisting the urge to buck down on him as that might not end well. He had even more trouble keeping him self standing after it was over. Once he felt Revamp release his softening member he managed to turn himself around and collapse next to him, panting for breath.

Revamp had to catch his own breath. He took the opportunity to take in all that had just happened. It had all happened so fast. One moment he was sitting in the stallion's house he'd admired but hated for so long, then the stallion confessed his feelings, and then they were on each other like animals. Not exactly a romantic first time but Revamp was not complaining in the least. He'd never felt anything like that. Hadn't expected it to be that good, that... intoxicating.

The thrill itself was breath taking. “B-Bmmph!”

Base pushed his tongue into Revamp's mouth, curious and eager. He tasted their mixed juices together. It felt weird, and tasted the same but was exciting. Most of all was the kiss hadn't lost any of it's passion from the beginning of their encounter. After a minute of the slow but engaging kiss they broke apart. “Yeah?” Base breathed.

“W-what just happened?” Revamp asked, wrapping his forelegs around him.

“I don't know... But... I lik... loved it.” Base decided.

“This wasn't what I was expecting.”

“Oh?” There was a hint of worry in his voice.

“No... Better... Much better... Memorable...” Revamp trailed off, looking into his emerald green eyes.

“I... I just... I wanted you... I saw you tonight and took the chance and I am glad I did.”

“I am too... But... Why me?” He hated himself for asking that question at this moment but he had to know... He'd always been the outcast.

“You were different Revamp. You didn't hide who you were... I admired that, and I guess that's how it started...”

“My fur though... I mean it's-”

“Fuckin adorable!” Base giggled. “I'm serious... That white spot over your eye and over your flank. Really draws attention, good attention.”

Revamp shied away, blushing and suddenly feeling like a little colt. “Your just saying that.” How cliche...

“Like hell.” Base pecked him on the lips. “I mean it. A lot of ponies were actually jealous of your fur. I'm jealous.”

Revamp allowed a smile to widen his muzzle. “But my eyes... Gray... Come on...” He really didn't think his eyes had any appeal, but he wasn't closed to the flattery and attention he was receiving.

“I think of rain clouds.” Base shook his head and blushed. Lame However it was the truth. “I like the rain. Plus it ties in with the whole black and white pattern you have.” He giggled. “You stay in shape too... I'm the plain one.”

Now look who's fishing for compliments.

Revamp was eager to give them. “Are you serious?” Revamp growled playfully. “I liked you long before I knew you were...”

“A cult cuddler.” Base finished with a smile.

“A cult cuddler.” Reveamp repeated with a smirk of his own. “You're adorable... I'm sorry that's not exactly how a stallion wants to be described but it's the truth.”

“No no.” Base replied quickly. “It's fine.”

“Especially your freckles on your muzzle, and well... you keep your um...” Revamp blushed. “You keep your body pretty well taken care of yourself. Not like huge... I don't like huge, but you're tone, and sexy as hell.” Did I really just say that?

His compliment was rewarded with another quick kiss. Base giggled as his cheeks burned bright. “Thank you.” Base sat up, releasing Revamp from the couch.

“No thanks necessary.” Revamp rolled his eyes and sat up himself, suddenly realizing how tired he was. A glance at the clock didn't help. One-thirty-four. “Dayum.” He started to laugh but it turned into an awkward yawn. “Um... I don't want to sound rude... Really I don't, but I need to go while I am still able to move.”

“You can't stay?” Suddenly Base looked upset, and very sad.

“I want to.” Revamp added quickly, lifting Base's chin with a forehoof. “But, I have a few projects I need to work on tomorrow...”

Base smiled to his relief. “It's fine. I understand.”

“Tomorrow night however... Maybe we actually watch the tv... For a little while anyway?” Revamp asked with a cute little grin.

“Yesh!” Base squeaked and hugged him, then kissed him a last time. “I probably do need to get some sleep too...” He decided. “Tomorrow it is.”

“Good.” Revamp hopped down from the couch but stumbled a bit, having been off his hooves the while. He looked away when he heard Base laughing. “Ha ha ha.” He giggled a bit himself. “You won't be laughing tomorrow.” Revamp growled as he trotted down the hall, but turned to flash a smile at the stallion who was watching him leave from over the edge of the couch.

“Goodnight.” Base waived at him.

“Good morning.” Revamp corrected with a smirk before closing the door behind him and taking off into the night.

Base sighed and collapsed back onto the couch. “No... No bed...” He just lay there smiling until eventually he passed out from exhaustion.

Revamp was not so lucky, having to fly home in the cold he'd forgotten in the warmth of the house and Base's embrace. However that didn't stop him from going over the nights events in his head. Almost seemed more like a dream than anything.

He almost flew over his apartment complex in his thoughts and landed on his floor, and at his door. He was suddenly very happy he was a Pegasus, and felt bad for Earth Ponies who had to walk up those stairs. He shook his head of the random thought and opened the door to his room.

Suddenly it didn't feel so lonely, coming from where he had. The bed at this point however was the most inviting aspect at this point. He knew he should shower, but he was so tired. Jeez I'm nasty... He thought to himself as he collapsed on his bed and laughed. He hadn't been so happy in a while.

If he weren't so tired he'd lay and bask in his own joy the whole night. However he'd have to settle for dreaming of it. With his last bit of energy he was able to scrabble under some of the covers before his eyes closed for the night. For the first time in a while with a smile on his muzzle.