Taking Care of the Crusaders

by Dreamscape

Rating: mature
Tags: My Little Pony: Friendship is Magic, Cutie Mark Crusaders, Fluttershy, Sex
Length: 17624

Butterscotch gets a lot more than he bargained for when he agrees to have the CMC over at his cottage for a slumber party, but this is not a bad thing at all. Curiosity has gotten the best of them, and they want to experiment with their young bodies.

Butterscotch gets a lot more than he bargained for when he agrees to have the Cutie Mark Crusaders over at his cottage for a slumber party, but this is not a bad thing at all. Although their quest is partially for their cutie marks, curiosity has gotten the best of the fillies, and they want to experiment with their young bodies, using Butterscotch for their testing no less. (Just to make sure you understand: The CMC have NOT been genderswapped. They are STILL female.)

Triggers: consented foalcon

Featured already? Well that was fast. Thanks everyone!
Cover Art by AnibarutheCat

Published 2015-02-12 21:30:02 UTC
Last updated 2015-02-12 21:30:02 UTC

The Plan

It was another beautiful day in Ponyville. The birds were chirping happily as they soared through the cloudless sky, and the sun beamed down upon Butterscotch’s shoulders. The heavy bags upon his sides pressed against him, causing him to perspire slightly in the area which they touched. He did not mind it in the least, much too engrossed with the world around him. He did not even mind the many ponies surrounding him, chatting happily in the wonderful weather. He smiled as he turned his eyes back to the immediate vicinity in front of him and noticed a familiar and friendly face.

“Hello there, Butterscotch. I’ve been looking for you,” the elegant white unicorn explained, using his magic to move a misplaced curl of his mane away from his eyes and put it back in its rightful place.

“Oh, um, have you? I’m sorry,” Butterscotch responded with a sheepish smile. “I was just out getting some more food for the critters. They were running low,” he explained, nodding to one of the bags upon his side.

“Ah, no matter. I’m just glad I found you,” Elusive said with a nod.

“Why’s that?”

“Well, I have a bit of a predicament, and I figured you could help.”

Butterscotch tilted his head curiously. “Oh, me? Did Opal come down with something?”

Elusive gave a slight graceful shake of his head. “No, not that… Sweetie Belle wants to have another of her Cutie Mark Crusader sleepovers. I was hoping you could be the host instead of myself.”

“Oh, are you busy with an order again?”

“Well, um, no, not necessarily. I… just… you see, I can handle Sweetie Belle, but having two other fillies in my house gets rather difficult. You just did so well with them the last time. They seemed to enjoy your company too. Besides, I haven’t had a day to relax in weeks… or at least a week… or a few days. I was hoping to catch up on some beauty sleep, but with those girls, well, you know. Then perhaps I’d go to the spa… and…” His sentence trailed off, and he cleared his throat. “I’m sure you don’t need to know my entire schedule.”

Butterscotch’s brow furrowed as his friend awaited his response, a slight frown forming on his lips. “I’m so sorry, Elusive, but I’m not sure if I can. You know how busy the animals keep me.”

Elusive raised an eyebrow. “Are you busier than usual?”

“Um… no… but,” he paused, watching Elusive look down with a rather defeated expression upon his face. “Oh, okay, I guess I can,” he said with a sigh, gently scrapping his hoof at the ground beneath.

“Thank you so much. A favor for a favor, I’ll certainly make up for it.”

“I know,” Butterscotch said with a nod and soft smile.

“At the very least, I’ll bring them over after they finish their school day so you have time for your animals. I’ll pick them up in the morning as well.”

“Okay, thank you,” Butterscotch said, turning to make his leave.

“Thank you as well. It means a lot,” Elusive said with a wave.

“Mhm…” Butterscotch mumbled, giving him another nod.

***

Butterscotch sat gingerly upon his sofa, fiddling with his hooves. He had finished his chores for the animals much quicker than expected. His stomach already felt light and slightly nauseous. Once again, it was the beautiful day outside keeping his mind distracted. The warm afternoon sun poured in through the window behind him and upon his shoulders, providing much needed comfort. Still, he struggled to calm himself. Even over the comfort of nature was the thoughts of the night to come, and the problems that could arise. He was worried it would morph into a repeat of their previous sleepover.

It had been quite some time since then. Perhaps they had mellowed, even if it was only slightly. Perhaps there would be no destruction of the property in his home. Perhaps there would be no adventures in hopes of discovering their special talent. He knew he was only being hopeful. The three fillies were constantly attempting to gain their cutie marks, no matter what the occasion.

He knew he had to get his mind off such thoughts. It would only cause even more stress, and he would be worn out before the fillies even arrived. He lifted his lower half up onto the soft cushioning of the sofa and placed the back of his head upon its arm. He let his eyes fall shut, attempting to push the thoughts from his mind. He focused his concentration upon the heat warming his fur. Within minutes, he was taken by a rather unexpected sleep.

His teal eyes burst open, and his heart pounced against his chest as a sudden reverberating metallic noise rang through his ears. He burst up from the couch, nearly falling face forward onto the floor beneath. It took only seconds for his brain to register what the sound was, the doorbell. His breaths suddenly grew heavy. The fillies had already arrived. He had been sleeping for over an hour. A sense of panic rushed through his very being as he remembered the meal he had planned to cook for them. It was much too late now. He had not even made any preparations. Pizza, pizza would work fine, quick and easy to order. He assured himself they would not mind. They would be much too engrossed with their crusading to care about their dinner.

He opened the door to find three pairs of wide, excited eyes gazing up at him, and Elusive standing in the background. “Hey Butterscotch!” They exclaimed in gleeful unison, their hooves nearly leaving the ground beneath them as their small bodies overflowed with excitement.

“Hey, girls,” he replied with a soft smile, scanning over each of them. He then moved his gaze up to Elusive.

“Thanks again, Butterscotch. Have fun,” Elusive said with a rather obnoxiously content sigh as he turned to make his leave.

“So girls, what’s the plan for tonight?” Butterscotch asked as he led the young fillies inside, closing the door behind them.

“I dunno,” Apple Bloom replied with a shrug.

“Yeah, we don’t really have a plan,” Sweetie Belle added.

“But we want to spend as much time with you as we can,” Scootaloo asserted, nodding to the other fillies.

“Oh? Um… with me?” Butterscotch asked, turning to them curiously.

“Mhm,” they muttered out in unison, nodding their heads.

“Will you be doing any, um, well, crusading?” he asked.

Scootaloo smirked rather suspiciously at the statement while Sweetie Belle and Apple Bloom snickered. “Yeah, sorta, but it’s gonna be way different than what we normally do. We’re trying some different stuff out.”

Butterscotch wanted to ask exactly what the rather strange statement meant, but knew he should not pry. It was better left untouched for the time being. “I’m going to be ordering pizza for tonight if that’s okay.”

“Sounds delicious,” Sweetie Belle cooed, and the others nodded their heads.

***

“Thanks,” Butterscotch said softly after giving the pizza pony a few bits for a tip.

“I didn’t know you took care of ponies too,” she said with a soft chuckle, seeing the small fillies playing about within the house.

“Uh… not often, just on occasion.”

“Hmm, well thank you too. Enjoy the pizza.”

“You too… er… I mean… uh… have a good day,” Butterscotch muttered in embarrassment, his face growing red. She responded with a silent smirk which quickly disappeared as he shut the door. He then let out a sigh of relief causing an outburst of giggles from the girls.

“You sorta forgot the pizza,” Apple Bloom pointed out. Butterscotch’s face immediately grew an even deeper shade of red. He hesitantly opened the door to see the pegasus looking at him with a raised eyebrow. He said nothing and took the box in his mouth, slamming the door behind him.

“Why were you so nervous with that pony?” Sweetie Belle asked, the girls following him into the kitchen. He placed the box upon the dining table and turned in an attempt to respond.

“Um… well… uh…”

“Isn’t it obvious?” Scootaloo butted in. “He was totally into her.

“I, um, no…” Butterscotch mumbled, hanging his head low and letting his pink locks hang down over his eyes.

“Are ya really that nervous around mares?” Apple Bloom questioned.

“I… I don’t know… I guess so,” he muttered.

“You’re not nervous around us!” Sweetie Belle chimed in with an adorable grin.

“Mhm… that is true,” he said with a shrug. “Anyways, let’s eat.”

It wasn’t not long after Butterscotch and the fillies sat down for their meal that he felt a rather awkward presence overcome him. He looked up from his slice of pizza to see each of the fillies eyes locked onto him. Their gaze was rather strange, something he could not quite put a hoof on. It almost seemed as if their expression was dreamy, but why? They barely even seemed to be talking at all, all of their focus upon him. He would have asked why, but he knew the situation was already much too awkward to do so. He instead averted his attention back to the food before him and attempted to keep his mind off of the fillies’ strange actions towards him.

As the girls finished with their meals, Butterscotch’s ears perked up to the fillies’ sudden whispers. He tried hard to listen, but could not quite make out what exactly their secret discussion was about. “Uh, we need to have a private, CMC meeting,” Scootaloo announced, noticing his gaze.”

“Oh, um, you can use my bedroom if you’d like,” Butterscotch said with a smile. “While you’re doing that, I can clean up the table.”

“Sounds like a plan,” Scootaloo said with a nod, motioning for the others to follow her before pushing herself off of her chair.

***

Butterscotch’s hoof pushed down upon a warm washcloth as he scrubbed it against the surface of the dining table. Even though it was only pizza, the fillies had made quite a mess upon the table. He scrubbed away the small stains of grease and hardening cheese with circular motions, leaving a film of dew upon the waxed wooden surface. He could not help but notice how incredibly tame the fillies had been that evening, suspiciously tame. Even while he worked away in the kitchen, he could not hear the sound any yells, laughter, or the clattering of their hooves upon the floor. It was almost too quiet. He needed to check on them. He did not want a repeat of their last adventure out into the Everfree Forest.

He made his way upstairs as gingerly and quietly as he always did, his hooves barely making a sound upon the steps beneath them. He could hear the faint, muffled sound of each of their lowered voices and sighed with relief. He was sure they had not even noticed his arrival to the second level and rather guiltily inched his way closer to the door. Hearing what seemed to be a rather odd discussion, he drew even closer to the door, wondering if the words he had heard coming from their mouths were correct.

“Butterscotch is just so sweet and cute and great,” he heard Sweetie Belle say, his stomach immediately fluttering at the statement.

“Yeah, ah agree. He is pretty dang cute,” Apple Bloom added. He had a hard time wrapping his head around the fact that they were discussing him of all ponies, especially the fact that they were saying he was cute. Did they have some kind of crush on him? He could hardly believe it.

“I don’t get how you like him so much. Yeah, he’s nice and all, but he’s way too girly for a colt. I’m more of a colt than he is, and that’s saying something. I like my colts to be like, well, colts, ya know?” Scootaloo responded, causing a frown to appear on Butterscotch’s face. “I’m just doing it for the cutie mark… and because its fun.”

Butterscotch’s eyes grew wide at the statement. He wondered exactly what they were going to do, and under such context, it seemed as though it would be directed at him. His ears perked up in an attempt to listen with even more intent. “Do ya think he’ll be weirded out by it?” Apple Bloom asked curiously.

“Or angry or something?” Sweetie Belle added.

“He might be nervous like he always is, but I dunno, maybe,” Scootaloo attempted to assure them.

“Do you really think we can get our cutie mark from it?” Sweetie Belle questioned.

“Maybe,” Scootaloo said rather plainly. “But I know you two are just doing it because you like him.

“No,” the two responded rather awkwardly.

Scootaloo chuckled. “Whatever.” Butterscotch’s worry grew larger the longer they conversed. Besides that, they were much too young to be interested in someone his age. Everything about what they were saying seemed wrong and odd. “So we gotta do this in waves, I think. Butterscotch is way too much of a sissy to have us all at once. We don’t want to make him too nervous… then none of us will get what we want.”

“Well, ah want him first,” Apple Bloom announced.

“No… I do!” Sweetie Belle combated, her voice raised to a loud whisper.

“Hey, I have more experience in this sort of stuff than you two. It’d be better if I went first.”

“We should get to go first because we’ve never done it before!” Sweetie Belle expelled, her voice growing louder with each statement. “But I get to be the first, first.”

“Why?” Apple Bloom grumbled. “I wanna go first.”

“Girls, girls, shhh!” Scootaloo asserted. “What if he hears us?” Suddenly there was complete silence as Butterscotch awaited more on the other side of the door. He tried to quiet his breathes, even though they had grown quite quick and heavy from what he was hearing. “I think he might be up here,” Scootaloo said in an even quieter whisper than before. Butterscotch’s muscles tensed as he froze, his eyes darting to the safety of the stairwell. To act as if all was normal, he pressed his hooves more harshly against the floor beneath as he made his way to the stairs to emulate normal walking rather than sneaking. It seemed to take minutes before he reached the stairs, and as he did, he quickly made his way down them.

A Sweet Treat

There was a session of pacing in front of the sofa before Butterscotch finally took his seat. He was worried, almost panicking. What the fillies were going to do did not seem like one of their average ideas to find their cutie mark. It was something that had to involve him which made it even worse. He seemed to be the subject of their entire plan. He sighed, knowing that it was going to happen no matter how much he worried or thought it over. He would simply have to deal with it as it came. It was not long after he came to this conclusion that the sound of small hooves could be heard making their way downstairs.

“Oh, hi, Butterscotch. There you are,” Sweetie Belle said with a wide smile as she turned the corner, her pale green eyes gleaming as she approached.

“Um, hey, Sweetie Belle,” Butterscotch replied rather awkwardly.

“Can I sit with you?”

“Sure,” Butterscotch muttered, growing more nervous by the second. Sweetie Belle grinned and climbed her way up onto the cushion beside him.

“So… why are you down here instead of with Scootaloo and Apple Bloom?”

“I… uh…” Sweetie Belle fumbled as she struggled to find words. “Well, I just wanted to see you is all.”

“Oh, okay… can I ask why?”

“Because I like spending time with you…” she muttered. “Do you not want me to or something? I can just go back upstairs I guess,” she huffed, crossing her front hooves and giving him a pout.

“No, no, of course not. I was just curious. What would you like to do?”

“Um, well, I…” Sweetie Belle sighed rather shakily and suddenly pounced forward into his lap. “I want to cuddle. Do you like cuddling because I do!” Butterscotch’s hooves immediately rose away from her small body and his muscles tensed in shock.

“I… I do but…”

“But what? Don’t you wanna cuddle me? I’d really appreciate it.”

“Well… a-alright, I guess that’s fine.” As Sweetie Belle burrowed her muzzle into the fur of his stomach, he placed one hoof upon her head and one upon her back. The warmth of her small body upon his own felt rather nice, and he assured himself it was only innocent affection, even though he knew there was much more to it from the conversation he had overheard.

“Thanks, Butterscotch,” she cooed softly. “You’re so sweet. You really are.”

“Oh, well thanks,” he said, blushing lightly and petting his hoof gently against her head.

“I really like you. You really know how to treat me and the girls right. Like, you’re just, ugh… we need to spend more time together.”

“We are right now,” he said with a sheepish smile, rather pleased by her compliments. “Is there anything specific you wanted to do?”

“Cuddling is nice…” she said softly as his hoof glided up and down her back. “But I guess there are a few more things I wanted to do with you.”

“Okay, what are they?”

“Well, um… I don’t know. They seem pretty stupid.”

“I’m sure they’re not,” Butterscotch said sweetly, looking down at her hopeful face with a smile.

She sat up in his lap and placed her front hooves upon his chest. “Well, I… I was thinking that maybe I should just… ugh I’m just going to do it. That’ll make it a lot easier. Relax, alright?”

He gazed down at her curiously, raising a questioning eyebrow. He knew she was up to something that related to her crush on him, but was unsure exactly what it was. Before he had the chance to think any further, she half stood upon her hind legs and reached her small snout up to his, quickly pecking her lips at his. Butterscotch’s cheeks lit up instantaneously, and his eyes grew wide with both confusion and fear. Sweetie Belle pulled away with a wide dreamy smile, her cheeks aglow with pink. When she saw his face, the smile quickly turned into a frown.

“Did I do it wrong or something? I’m sorry. I’ve never kissed anypony before, and I was nervous and… yeah, you get the point. I messed up, didn’t I?” she sputtered out nervously. Her frown grew deeper as second after second of silence past. “Butterscotch…?”

“I-it’s not that Sweetie Belle. It’s… you’re too young for this. You can’t be doing this and neither can I.”

“What do you mean too young? I’m interested in colts now. It’s not like I think they’re nasty and weird like I used to. I especially like you!” she excalimed with a sheepish grin, giving a soft giggle and blushing once more.

“That’s the problem,” Butterscotch mumbled nervously, almost whispering. “You need to be doing this with a colt your age, not me.”

“Aww, but why?” she pouted angrily. “I don’t like any of the colts my age. They’re all annoying and mean. You’re nice and cute… and so fun to cuddle!”

“Sweetie Belle,” Butterscotch breathed out tensely as she attempted to squeeze her hooves around his waist. “You need to stop… please.”

“But why?”

“I told you. I’m too old to be doing this with you.”

“Why does any of that matter? I’m old enough to like colts now and you like me right?”

“I… I do like you,” he muttered, letting his bangs fall over his face as he blushed in embarrassment. “But not in that way,” he sputtered out, making sure his affection was not confused for what she wanted it to be.

“Then what if I was older or you were younger, huh?”

“I… um… I don’t know,” he said with a soft sigh. Even at such a young age, the little filly had developed quite the lovable personality, although she was a bit overwhelming at times. Along with that, she was a very beautiful little filly. He did like her, but in the way she wanted? He shook himself, even simply thinking of her in such a way for a moment felt completely wrong. He needed to think of a way to turn her down softly, but knew that no matter what he said, she would be hurt. In a way, it was an excuse for him not to say no. In a way, he was alright with receiving the affection, even if it was from such a young filly. He had never had anypony feel so strongly for him or act towards him in such a way, and he liked it. He craved more.

“You’re blushing, and I can see that smile on your face,” she pointed out smugly, causing him to realize that his change in attitude was showing. “So do you like me? Do you want to kiss me more?” she asked excitedly, her large round eyes once again glimmering with excitement and joy.

“I, um… you really are too young for this, but I do like you,” he muttered out, his face growing red. “I guess there’s nothing wrong with a little kissing… a-as long as you don’t tell anypony.”

“Anypony but Apple Bloom and Scootaloo? They won’t tell anypony else, I promise. Besides, they already knew I was going to do this.”

“Okay… yes, that’s fine, but no pony else, please?”

“I can keep a secret, especially if it’s for you,” she said with a sweet smile. “Now can we kiss again? I barely even got to do anything,” she said, her face growing as red as his.

“S-sure,” he breathed out nervously as she once again stood upon her hind legs. He placed his hooves around her back to support her and helped pull her up towards his snout. Her small lips were soft and warm against his own, and still tasted slightly of pizza. His body shuddered slightly as the realization of how wrong what he was doing once again returned to his mind. Yet, his heart pounded lovingly against his chest, begging for more. He gave into his desires, knowing that it would never be so easy to kiss a mare as it was with one the age of Sweetie Belle. She was innocent and would gladly do whatever he asked, even if he was too kind to demand it. He felt comfortable with the young pony, too comfortable. Finally, he pursed his lips, kissing back against hers.

“Mmm,” Sweetie Belle mumbled, causing a small vibration to rush through his lips. He hesitantly pulled her body closer to his, letting her small underbelly and chest press against him, expecting some kind of resistance. She gave none and gladly made herself more comfortable upon him. Sweetie Belle pulled away from the deepening kiss and began to peck lovingly at his cheeks and again on his lips repeatedly. The added warmth of her body heat along with the adoration he received from the pony made Butterscotch’s heart pound even more furiously. “Ever heard of making out?” she asked curiously, tilting her head and giving him a curious smile.

“Yes,” he said in a whisper, he’s face once again growing red.

“It’s like kissing but with using your tongue and stuff, right?” she asked, her tongue pushing out from her lips.

“Yes, something like that.”

“I don’t really know how to do it. Can you go first?”

“I um, haven’t really ever done anything like that either,” Butterscotch muttered in shame.

“Wow, you haven’t? I knew you were shy, but I didn’t know you were that shy. So I’ll be the first pony you’ve ever tried making out with?” He nodded his head softly. “That’s wonderful! …But I still don’t know how we’re supposed to do this. Do I just…” She leaned her head forward, her eyes crossed in concentration. A shiver rushed through Butterscotch’s body as her wet tongue pressed against his lips. She licked as a cat would lap milk, her tongue gliding across his lips and leaving a coating of her saliva in its place.

He pulled back awkwardly in an attempt to speak. “No… that’s not exactly how you do it. You have to put your tongue in my mouth.”

“In your mouth?” Sweetie Belle asked in disbelief. “Isn’t that a bit weird?”

“Maybe… but I’m sure it’ll feel nice. Ponies wouldn’t do it otherwise.”

“I guess that makes sense. So I just put it in your mouth?” He nodded his head softly in response and opened his lips slightly as she leaned in. Butterscotch shuddered and let out a muffled moan of excitement as her tongue pushed between his lips, caught against his teeth before gliding over them, and then pressed against his tongue. Before his eyes fell shut, he saw the small filly’s cheeks glow pink as he began to push back. He could feel her quickening, damp breaths push out into his mouth as he easily engulfed her tongue with his own as he wrapped his way around it. Her hooves dug into his chest as he pressed his own against her back, causing her snout to wrinkle back as it pressed deeply against his own. “Mmmph,” she muttered out into his salivating maw, her voice buzzing through the smooth insides of his cheeks. As he gulped down the excess saliva, a new flavor ran over the taste buds upon the back of his tongue; it was sweet. He let out another soft moan as he realized it was the taste of Sweetie Belle’s saliva.

He gently caressed his hoof across the soft, silky fur upon her back. Her body shook slightly as she giggled blissfully into his mouth, her hooves digging even further into his chest. Her soft flank bounced slightly against his lap as she laughed. He suddenly realized exactly where her flank was positioned, and all of his feeling suddenly rushed to his crotch. He could feel her soft fur brushing against his sheath, the plump fat of her flank pushing down against it, the curled hair of her tail sitting between his legs. His body grew tense, struggling to deny the pleasure he was receiving. He knew he should not feel so strongly for a filly so young. With her innocence, she most likely knew nothing of what he was feeling, or that she was the cause of such lust. He could feel his tip slowly pushing out of the skin surrounding it as his member began to grow. He could no longer restrain himself; it was already growing stiff and it was not going to stop. Sweetie Belle pulled away, the warmth of her tongue leaving his mouth. Its absence felt almost wrong. She craned her neck, turning her curious eyes down to his lap.

A soft gasp escaped her mouth. “I-is your stallionhood getting excited?”

Butterscotch gulped and gave a slight, shameful nod of his head. “…Yes.”

“And it’s all because of me? That’s so sweet!” she cooed in delight, a wide, loving smile upon her face. “I’m supposed to do stuff when it’s like that right?” She gazed down at his member in what looked to be admiration. “I never knew they grew so much. I mean, I heard that’s what they did when they got excited, but I didn’t know they did this.”

Butterscotch’s lips quivered in embarrassment and his hooves shot up to his face, covering it. “Oh my… you really shouldn’t be seeing this.”

“Huh, why not?” she asked, turning back to him, her lips beginning to shape into a pout. “It just means you like me, right? So what do I do to it?”

“I… don’t think you really should, well, do anything at all. You’re too young.”

She huffed in response, a full blown pout arising upon her face. “I wasn’t too young to make out with you. Why can’t I make love to you too?”

“Make… l-love?” Butterscotch sputtered out, his eyes growing wide as he pulled his hooves away.

“What? That’s what it’s called right?” she asked in concern, looking to him expectantly.

“It is, yes… but you’re so small… I don’t know if we could even…” he shook his head, his heart pounding at the thought, pounding with both excitement and fear.

“Well I want to at least do something. I really like you, and I want to show you how much I do!” she cooed excitedly.

His stomach fluttered as lust driven words escaped his mouth, barely giving himself any consent. He only knew that he wanted more. “Well, um… I guess you could play with it. Um, use your hooves, I mean.”

“Does that even feel good though?” He nodded his head softly to her question. “Do I just touch it or?”

“You can, um, start with that, yes.” Sweetie Belle gave a nod and turned herself around upon his stomach so that his cock lay directly before her. Her eyes traveled across its veined surface, raising up in its center to create what seemed to be a thick ring around it. Although it had grown larger, it still seemed to be rather limp. From what little knowledge she had, she knew they were supposed to become hard. After all, the colts did call it getting hard. He said her hooves would feel good, good enough to make it hard?

She pressed her hoof softly down upon the foreign object’s surface, pausing to take in the feeling of its shape and texture. It flicked and pulsed slightly beneath her hoof, causing her to raise a curious eyebrow. Butterscotch’s body shivered slightly as he once again brought his hooves to his face. “It’s okay, don’t be afraid,” she said softly, oblivious to the emotions of both self-hatred for what he was doing and the urge for more of pleasure that he was experiencing. She gasped slightly as she returned her gaze to the stallionhood before her. It was growing even larger. She pressed her hoof down slightly harder, realizing how much stronger it seemed beneath the pressure then it had before. A heavy breath escaped Butterscotch’s mouth as it once again pulsed at her touch.

Her curiosity increasing, she slid her hoof down further towards his base and scrotum causing a moan to escape his mouth as she glided her way across his shaft and over his ring. “Your hooves are so soft, Sweetie Belle,” he cooed excitedly, causing the small filly to blush.

“Thanks, Elusive always make me take as much care of them as he does, so I guess that’s why.” She pulled her hoof away to look at its well-manicured surface and blinked as his cock suddenly bounced up before her. Standing at its full length, it was nearly touching her chin by the way in which she sat, half leaning forward and her legs splayed out upon his lower stomach. She blinked again, unsure of exactly how to continue with the strange object directly in front of her.

“Um… move your hooves up and down it,” Butterscotch commanded half-heartedly, his cock twitching slightly as it eagerly awaited more attention.

“Oh, okay,” she said with a nod. She adjusted her position so that she sat more straightly, the cock now jutting up from between her legs and laying upon her stomach for better access. She then gingerly placed the soles of her hooves upon his shaft once more and slid them back towards her. Her hooves easily glided across his soft skin. Pushing down slightly, she could feel the hardness and throbbing veins beneath. She giggled slightly as the stallions body squirmed excitedly at her touch. His legs then gave a soft kick of pleasure as she reached its top, flatter but slightly wider than the rest of his stallionhood.

“Nghh,” he groaned weakly. Small droplets of sweat already gathered upon his forehead and reddening face as he struggled to hold back the pleasure that seemed so wrong. Enjoying the groan, Sweetie Belle decided to continue with his tip. She placed it between her hooves and gently squeezed it before swatting at it playfully. “Ah-hhha,” he breathed out, biting his lower lip.

“The top is really sensitive!” she commented excitedly, a grin upon her face as airy gasps continued to escape his mouth.

“Mhmm,” he mumbled, his legs bowing slightly as he finally let them relax. “Try wrapping your hooves around it and moving them up and down.”

“Oh, right! Up and down, I got distracted, sorry.”

“It’s fine,” he cooed softly and patiently, even though he eagerly awaited more.

“So does going up and down feel good then?” Pleasuring a stallion certainly was not as enjoyable as Sweetie Belle had expected thus fur, but she figured it was because she was not doing so correctly. Oddly, even though she was not all too entertained, she was intrigued. She wanted to do more, and that craving for more made it pleasant and interesting enough to continue.

“Oh yes,” he said with an excited nod as she looked back at him. With the added encouragement, she returned her attention to the big cock before her and wrapped her hooves around its shaft, just as was asked. She created a small pocket for it to glide through between crooks of her hooves with their souls once again placed upon the front of his shaft.

Butterscotch moaned softly as the smooth surface of her hooves along with her silky, tickling fur slowly moved up and down his shaft. “Y-yes, you’re doing good,” he muttered, forgetting completely about how immoral he had considered the act only moments before. Even if he had not forgotten, he would have no longer cared. What he was experiencing was much too wonderful to stop.

Sweetie Belle’s stomach fluttered at the compliment, and her hooves began to move more quickly, wanting only to receive more. Butterscotch’s moans grew heavier and louder at the increased pace, her hooves feeling even more amazing against his throbbing cock. Once again biting his lower lip, he watched as her small flank bounced ever so slightly against his stomach with her motions. Her striped purple tail flicked slightly from side to side in her excitement. His face began to grow red once more as he caught glimpses of the small but plump vulva of her marehood. Its skin was slightly pink compared to her white fur, and looked as if it had never been even slightly disturbed before. It looked tender and incredibly soft like a cushion of silk. His heart pounded and his body shuddered ever so slightly at the thought. His hoof instinctually began moving its way towards what he desired, but he stopped at the sound of her voice.

“What’s this?” she questioned, her eyes pointed down to a glimmering jewel of clear liquid which had appeared upon his tip’s opening. He craned his neck so that he could see around her small body and realized that he had expelled a small amount of precum when he had shuddered moments before.

“It, um, it just means I’m really enjoying it and that you’re doing good.”

“Good? Will more come out if I do even better?”

Butterscotch blushed at the thought of the young filly’s surprise when his load exploded out from his tip. “Oh, yes, much more,” he said with a quick, lustful nod. “You can taste it if you want.”

“Taste it? Is it good or something?”

“Some ponies like it and others don’t.”

“Hmm,” she huffed placing the tip of her hoof upon the dot of clear, viscous liquid. Its perfectly rounded surface broke as it stuck to her hoof once it had been penetrated. Feeling the small amount of pre dampening the area of her hoof where she had collected it, she brought the strange substance closer to her muzzle, pausing to examine it once more. Butterscotch watched even the slightest of her movements with strong intent, wondering what exactly was going through her mind and how long it would take for her to finally sample his product. He leaned in slightly closer as her bright pink tongue hesitantly extended its way from her mouth and towards the sticky dot. With a soft lap and then one more for good measure, her tongue slipped back into her mouth. She smacked her lips for a moment and then paused in thought before swallowing softly. “It tastes sort of sweet… but sort of salty too. It’s kind of like chocolate covered pretzels!”

“So, um, you like it?” he asked with a soft smile to which she nodded her head.

“I’d really like some more.”

“Well… I told you how… so…”

“You like it when I go fast don’t you? Does it feel better that way?”

“Mhm,” he muttered softly, once again nodding his head as she turned her adoring eyes back to him.

Soft pants and moans began to escape the stallion’s mouth as her hooves slid quickly up and down his shaft, slightly tugging at his skin. It was not long before his attention returned to his hoof hovering slightly above his waist near the filly’s flank. His hoof shook slightly as he grew hesitant of his original idea. He did not want to startle Sweetie Belle or make her nervous in any way. It could cause her to stop, and he of course did not want to ruin the wonderful pleasure he was receiving. Yet, as she lifted her tail, he once again saw the tender marehood awaiting his touch, a slight moistness upon the inside edges of its lips. He smiled sheepishly as a plan crossed his mind. He would start out slow, get her used to the touch of his hooves. He blushed deeply at such a thought, once again remembering how wrong what he was doing was. He gingerly brought his hoof to the silky white fur upon her flank. His stomach fluttered as he pressed down against its soft, pillow-like surface. She paused for a moment and looked back at him curiously.

“Can I…touch your flank?” he muttered in embarrassment.

“Uh, I guess so. Why though?” she asked with a giggle.

“Because, well, it feels really amazing.”

The filly’s cheeks flushed at the comment and she gave a soft “Okay,” before returning her attention to the throbbing stallionhood before her. Butterscotch reveled in the small, soft rump before him, his gropes growing deeper and more intimate with every motion of his hoof. As his hoof pushed into the tender and fatty substance and her smooth fur brushed against its bottom, he grew more focused upon it. The sensation of her hooves against his cock grew secondary to his own actions. She giggled once more but did not turn to face him. “You really like my flank don’t you?”

“Oh yes, it’s so beautiful,” he mumbled sweetly, causing her motions to slow only slightly as she blushed once more from the thought of his enjoyment. Her tail brushed lightly against Butterscotch’s hoof as it switched to the side, reminding him of his true intent.

Once again he hesitated, but knew how much he desired it and how well worth the risk it was. Sweetie Belle watched curiously as he slowly slid his hoof inwards after he lifted her tail with the opposite. A shiver of energy rushed through her lower half, causing her legs to jolt slightly as the tip of his hoof gently prodded at the edge of her soft, plump vulva.

“Ah,” she breathed out softly. “Why are you touching me there?”

Butterscotch froze, his face growing red and his eyes growing wide. Caught in the act, he struggled to think of a good argument for his actions. “Well, um… well,” he sputtered out as her curious, innocent gaze dug into his very being. “Y-you’re touching me down there so…I, um, figured I would return the favor.”

“Oh,” she said with a smile, glad that her question was answered. “Does it feel good like it does for you?”

“Mhm,” he muttered with a sheepish nod as he gently slid his hoof across the edges of her vulva, causing her to shudder once more.

“Is that how it’s supposed to feel?” she asked, tilting her head. “It just feels weird, not good.”

“It’ll start feeling better, I promise,” he assured her.

“Okay, it’s not like it feels bad or anything… just sort of weird,” she said, returning her attention to his cock. Butterscotch smiled at her small shudders as he continued. He brought his hoof up to where the lips of her vulva met, growing very near her small, puckered anus. He paused for a moment in contemplation, but knew he would have a rather hard time explaining himself if he decided to touch her there instead. He slid his hoof slowly downwards, tracing the slit that her lips created, a slight wetness surrounding it. “Anh!” she gasped with a shiver as he reached its bottom, his hoof only slightly brushing against her clit.

“Feeling better now?” he asked with a soft smirk.

“Y-yeah,” she said with another shudder as he slipped the tip of his hoof between her lips to get better access to her clit. “It really, really is. It still feels weird but the really good kind of weird… mmm.” Butterscotch’s heart began to pound at his chest once more, her soft moans and gasps giving him even more pleasure than previously. Her clitoris began to swell with the attention it was receiving, and he noticed that his hoof was growing slightly damp. Her legs kicked softly and her head tilted back slightly with the rush of pleasure. She struggled to keep stroking, the pleasure overtaking her attention, but she knew that if Butterscotch was making her feel good, she had to do the same for him. Her strokes grew slower but more intimate, causing a similar rush of pleasure to overtake Butterscotch’s lower half. His hips thrust softly and instinctually with her strokes as he continued to massage his hoof across the wet surface of her tender, pink clit which had protruded slightly from between her lips.

A moan escaped Butterscotch’s mouth as small amount of the young filly’s juices dripped down onto his stomach, soaking his fur with warmth. As he moaned, Sweetie Belle noticed another drip of precum appear on his tip, this time much larger than his first. As it began to slowly trickle down the front of his shaft, she swiped it up with her hoof and quickly lathered her tongue against it, once again filling her mouth with the strange flavor. “Can you make even more than that?” she asked.

“I will soon,” he assured her and then nodded down to her backside. “You’re making some for me too now.”

“I am,” she muttered, craning her neck to see the clear liquid upon his fur. “I didn’t know I could do that. I’ve never done it before! Does it taste like yours?” Butterscotch stared at her in silence a moment, having never tasted it before in his life. He blushed at the thought of experiencing so much with an innocent filly, at how much she was willingly doing with him, even if she did not fully understand its meaning. He pressed his hoof down into the small puddle of liquid, smearing it across his fur as he wiped some up. He them brought it to his lips and gently suckled on his hoof, a sweet flavor filling his mouth. “So does it taste good?” she asked excitedly, beaming her teeth in a grin.

“Mhm,” Butterscotch said with a smirk as a devious thought filled his mind. “Do you want to try it?” he asked, wiping up some more and extending his hoof to her muzzle. She eyeballed it curiously a moment before nodding her head and wrapping her lips around the tip of his hoof. He sighed with pleasure as her lips tightened and her warm tongue slathered across its surface. “Mmm!” she mumbled as she pulled away and licked her lips. “It’s really sweet.”

His thoughts growing more devious by the second, and his cock craving more after she had paused to marvel in what she had produced, the perfect idea came to mind. “Um… Sweetie Belle, could you keep going, please.”

“Oh, yeah, sure,” she said with a wide smile before returning to her duty.

“And, um, this time, could you spit on it.”

“Spit on it?” she asked in surprise, turning back to him with a raised eyebrow. “That seems a bit gross, doesn’t it?”

“Oh no,” he said sweetly as he shook his head, playing along with her innocence. “It’ll actually feel really good. Just do it for me, please?”

“Alright, if you say so.” She looked down at the throbbing cock in thought, wondering exactly what spitting on it would do. She trusted him though, and would do nearly anything he asked of her. After gather a glob of saliva in the back of her throat, she spat it out onto his tip and watched as it trickled down his shaft and puddled up slightly upon her hooves.

“If you could get it all nice and wet…” Butterscotch muttered from behind. She spat on it again and again, her bubbly saliva covering both his cock and her hooves while also dripping down onto his crotch and scrotum.

“You’re not making any noise. Does this even feel good at all?” she wondered aloud.

“Well, not yet, but now that it’s nice and wet, it’ll be easier to move your hooves up and down it.”

“Oh, so that’s what it’s for,” she said with a sigh, feeling rather dumb for believing that it was the spitting itself that would do the trick. She began to stroke her hooves with ease, her hooves quickly gliding across the lubricated shaft and creating saturated noises as they did so.

“Mmpf, yes, Sweetie Belle, that feels so good,” Butterscotch moaned, his cock flicking and pulsating beneath her hooves. His eyes fell half shut and his mouth hung slightly open as he returned the favor, sticking his hoof in just slightly deeper and moving it up and down her leaking slit.

“It does?” she asked excitedly, her hooves moving more vigorously with the encouragement.

“Yes, you’re doing an amazing job,” he breathed out, once again thrusting his hips with her motions as his flanks began to tighten and his legs began to tremble. She blushed deeply at his compliments and moved her hooves even faster. He let out a louder moan and his cock pulsated harshly beneath her hooves as another, much larger drop of precum pushed its way from his urethra. “Don’t stop,” he groaned out sweetly as she took away one hoof to wipe it off. She quickly brought the hoof back down and continued her motions as his body trembled and squirmed beneath her. She could feel the movement of his hoof upon her marehood grow more frantic and harsh as he trembled. She moaned aloud as he grinded its tip against her clitoris, causing a trail of drool to drip down her chin and more of her fluids to leak out from behind. “I-I’m going to cum,” Butterscotch sputtered out as his hoof suddenly froze and she could feel his muscles tense beneath her.

“What does that mean?” she asked as she continued. Before Butterscotch could answer, another loud groan escaped his mouth and his cock jolted in her hooves as the young filly’s face was suddenly hit with a thick, warm substance. Her eyes slammed shut to protect themselves and her body froze in shock as stream after stream of the fluid splattered against her face, soaking the majority of it as it trickled downwards. Butterscotch moaned in ecstasy as the pleasure of his orgasm rushed through his body, his balls tightening with each stream of his seed that he pushed out. His hooves fell limply to his sides as he finished, and he let out a loving sigh.

After deciding that the barrage was over, Sweetie Belle blinked her eyes open to see a fluid similar to what had come out of his stallionhood earlier covering it, and splattered across her front side. She wiped around her eyes and looked at the thick substance upon her hooves. It was less sticky, whiter, and much thicker than what she had seen before. She gave it a curious lick and smiled, noticing that the flavor was the same as the other except even stronger. “There’s so much of it,” she said excitedly before suckling on her hooves.

“Yes, I may have made a bit of a mess,” he said sheepishly, his cheeks glowing a rosy red.

“It’s okay, I like it,” the filly replied sweetly before once again popping her hoof into her mouth.

“Here, let me help,” he said softly, grabbing her small waist and turning her around so that she faced him. He blushed even deeper as he saw how large the mess truly was, causing Sweetie Belle to giggle slightly. Using the hoof he had massaged her marehood with, he went about wiping away the cum from her body and face. He then brought it to her mouth and watched lovingly as she lapped and suckled it up. He used his other hoof to stroke through her mane and occasionally fondle her ear. After a few minutes of intimate clean up, Butterscotch leaned forward and kissed the filly deeply upon her lips. This caused Sweetie Belle’s stomach to flutter and her heart to pound as her face grew red.

“I really liked that. I had a lot of fun,” she said with a nervous giggle.

“So did I,” Butterscotch replied lovingly, his cheeks as red as hers.

“I can’t wait to tell the others!” she exclaimed, her eyes glowing with excitement. “They’re going to be so jealous. I’m sure they’ll want to rub their hooves on your stallionhood too. You’d like that, wouldn’t you?”

Butterscotch’s eyes widened at the statement. He had completely forgotten that the other fillies were in on the plan as well, or that they even existed for that matter. He was much too caught up in the passion and pleasure that Sweetie Belle had provided for him. “Oh, oh, yes,” he said with a nod and smile, his stomach fluttering and his mind set afire with thoughts. “Were you doing this to get your cutie mark?”

“Why?” she gasped excitedly, her eyes darting down to her flank. She immediately frowned in disappointment, only seeing white fur. She sighed before she spoke, “Yep, sort of… but it was more because I like you. So it was still worth it.”

“I’m glad to hear that,” Butterscotch said softly.

“Well, I’m going to go tell the girls, okay?” she said, hopping up from his stomach and smiling. “I think Scootaloo or Apple Bloom will be down soon.”

“…Okay,” Butterscotch muttered shyly, his mind still ablaze with thoughts of what the other two fillies would do to him. “I think you should take a bath later. I don’t want you heading home with sticky fur.”

“Elusive would literally have a heart attack,” she replied with a giggle as she jumped down from the couch.

Butterscotch chuckled softly and then his brow furrowed as realized the heart attack would come from what the matted fur would imply rather than the fact that it was matted. “I can help you get it set up when you’re ready if you’d like,” he said, his expression returning to normal as he shook the fearful thought from his mind.

“Okay,” she said happily as she trotted off towards the stairs.

Tasting Apples

Apple Bloom and Scootaloo paced impatiently back and forth in Butterscotch’s closed bedroom, their hooves thumping and clacking slightly against the wooden floor. Their eyes grew wide and their ears shot up as they turned their heads to the soft click of the door being open. Sweetie Belle trotted in proudly, a smug look upon her face.

“Did you do it?” Scootaloo asked.

“Yeah, what happened down there? I thought ah heard some noises and stuff,” Apple Bloom added.

“Yep, we did a lot,” she announced proudly.

“Details?” Scootaloo asked with a smirk as the two drew near Sweetie Belle while she closed the door.

“Well…” Sweetie Belle said, her face growing a deep shade of pink and her stomach fluttering. “First we kissed.”

“Well, duh, a course, but what else?” Apple Bloom asked eagerly while Scootaloo nodded her head.

“Then we made out, you know, used our tongues.”

“And?” Scootaloo asked, her small wings buzzing.

“His stallionhood starting getting really big and hard.”

Scootaloo grinned. “Oh, so he liked it?”

“Mhm,” Sweetie Belle said with a nod. “And then he told me to touch it and move my hooves up and down it. He started moaning and stuff. Then this stuff came out of it, just a little drop, and he told me to try it. It tasted sweet and salty and good. I wanted more, and he said he would make more if I kept going. Then he started playing with my marehood and I made some stuff like it. It felt so good. Then he cummed or came or whatever it’s called and a bunch of the stuff got all over me!” She nodded to her fur, still slightly matted and glimmering.

“You didn’t give him a blowjob or anything?” Scootaloo asked disappointedly, scrapping her hoof at the floor.

“Huh, what’s that?”

“A blowjob? You use your mouth on a stallionhood. Like, you put it in your mouth and move up and down.”

“Oh… no,” Sweetie Belle huffed in embarrassment. “I spit on it though,” she said in weak defense.

“Ew, ya spit on it? That just sounds nasty,” Apple Bloom said, hacking in disgust.

“That’s what I thought, but he told me to. He really liked it too.”

“That’s not even close to a blowjob though. I’m surprised he even enjoyed it,” Scootaloo groaned.

“Hey, he told me he really liked it!” Sweetie Belle squealed in rage, stomping her hoof against the floor. “I did great!”

“Not as good as I can,” Scootaloo stated plainly. “I’ll show him how it’s really done. He’ll love me.” Scootaloo huffed and made her way to the door.

“Whoa, hold up now!” Apple Bloom exclaimed, placing a hoof upon her back and bringing her to a halt. “Ah’ve never done anythin like this before and you have. Ah get ta go down there next.”

Scootaloo shrugged. “Alright.” Apple Bloom stared at her questioningly, not expecting the argument to end so easily. “I’m gonna be better than you anyways, so you should go first. I don’t want him to be disappointed with you, and he definitely would if I went first,” she explained.

“Oh, we’ll see about that, Scoot,” Apple Bloom replied with a glare.

***

Butterscotch sighed blissfully, his head resting against the smooth green cushioning of the couch behind him. Nervous and anxious for what was to come next, he was attempting to relax himself. Even though he was nervous, he was rather pleased that there would be even more than what he had done with Sweetie Belle. His cock sat lazily in his lap. It had not yet receded back into its sheath from its previous interaction, ready for more. His heart jumped slightly and his eyes moved up to the stairs, watching as a young yellow filly made her way down them, her amaranth mane and her large pink bowtie bouncing up and down with her motions.

“Uh, hey there, Butterscotch,” Apple Bloom greeted, her cheeks turning red as she saw his large stallionhood resting upon his lower stomach.

“Hello, Apple Bloom,” he said with a sheepish smile. “Are you trying to get your cutie mark too?”

“Yup,” she said with a smile and nodded as she approached him.

“Want to sit with me?”

“Ah was thinkin we could just get straight to it. I wanted to try givin you a blowjob. Ah think that’s what they’re called, right?” she asked innocently, hopping up onto the couch beside the stallion.

“Oh…” Butterscotch muttered, his face growing red. “You… know what a blowjob is?”

“Uh huh, Scootaloo told me about um.”

“Oh… um… well, I guess we could give it a try.”

“Okay… so should ah just…”

Butterscotch pet her head and gave a comforting smile. “First, I want you to promise me that you won’t tell anypony about this besides Scootaloo and Sweetie Belle. It has to be a secret between the three of you and me, okay? Especially don’t tell Apple Jack. I really, really don’t think he’d appreciate what we’re doing,” he said gravely and then gulped.

“Oh… okay, ah promise.”

“Good,” he said with a smile. His heart thumped at his chest and a rush of energy pulsed through his crotch as a devious idea came to mind. “Actually, um, before we start with that blowjob, I could do something for you first?”

“Oh, play with mah marehood like ya did with Sweetie Belle, er…?” Apple Bloom asked curiously.

“Well, I guess it’ll sort of be like that, but…. I guess you could call it a blowjob for a filly like you. I’ll play with it, but I’ll use my tongue.”

“Oh, so it’s kinda like makin out but with mah marehood?”

Butterscotch’s face grew red at the analogy. “Yes, exactly like that.”

“Sounds interestin. Okay,” she said with a nod.

“Just lay down on your back and relax,” he cooed sweetly, wrapping his hooves around her small waist and leaning her back gently onto the couch. He was growing much braver after his encounter with Sweetie Belle, and he was rather proud of himself. He could do so much more with little Apple Bloom than he had with her.

“Oh, Apple Bloom, you have such a cute little body,” he whispered lovingly, his teal eyes traveling up and down her small frame.

“Uh, thanks?” she said, looking up at him curiously with glimmering orange eyes. His eyes stopped upon her small teats, their skin slightly darker than her fur. They were only raised slightly away from her natural contours, almost completely undeveloped. He prodded a hoof gently against their soft surface and lightly rubbed around her nipples.

“Ah,” she grunted softly at the sensation. “What’re ya doin? I thought you were gonna do stuff to mah marehood.”

“Well, um, can I touch these too?” he asked sweetly.

“…Sure,” she replied, squirming softly at the sensation. Butterscotch’s stomach once again fluttered as he felt the small nobs growing hard and excited from his touch.

“Does it feel good?”

“Uh huh, sorta,” she said softly, letting her mouth fall open slightly. Butterscotch lay down upon his stomach and leaned forward so that his muzzle hung directly before Apple Bloom’s aroused teats. He kissed their smooth surface lovingly. He then wrapped his dripping lips around one and teased his tongue back and forth across her hard nipple. “Unh,” she breathed out softly in response, the sound causing a rush of pleasure to course through Butterscotch’s body. He could feel his cock brushing against the cushioning of the couch as it grew into its fully erect state. He began to suckle as he continued with the motions of his tongue, his cheeks squeezing tightly against the smooth, pointed nipple. Apple Bloom shuddered slightly as his drool began to soak her upper crotch, and his hoof began to run circles around her other teat. “Ah… uh, can you get to mah marehood now,” she expelled rather uncomfortably. Ah dunno; this is just kinda weird.”

Butterscotch pulled away from her teat with a soft pop and turned his gaze to hers with a comforting smile. “Of course I can,” he said eagerly. Even if it was due to her being uncomfortable with the situation, he was glad to hear that she was initiating his going further. As if the young filly was fragile, he placed his hooves softly upon her thighs and eased her legs farther apart for better access. He gazed down at a sight as marvelous as the one Sweetie Belle had given him earlier. Her marehood was the same shade of yellow as her teats with the exception of a flushed hue of pink surrounding her plump, perfectly smooth vulva. There was not even a single wrinkle upon its surface as it would be with that of a grown mare. It was absolutely perfect and undisturbed. He felt a tingle both pleasurable and terrible in his crotch and lower stomach, realizing that he would be the one to ruin that. Of course, he would be gentle; he would not hurt her. He brought his tongue down to its surface, his warm moist breaths hitting it as he paused. Apple Bloom tensed slightly at the odd sensation and let her eyes fall shut as she awaited more.

She let out a soft gasp as his dripping tongue touched its surface, sliding from its bottom to its top where he neared her teats once more. He gave it another lick, this time more deeply, her vulva’s plump tender skin being pushed down as he dragged his tongue upward. He could already tell how tight the small passage was, not easily willing to give way to the pressure of his tongue. “Relax,” he said softly, massaging his hooves at her tense, slightly shivering inner thighs. “It’ll feel much better if you do.”

“Okay,” she replied with a sigh, allowing the relaxing motions of his hooves and tongue to lull her. Butterscotch continued to lick, not wanting to push his tongue inside too soon, occasionally tracing his it around her vuvla rather than going straight up its tight opening. Although they were slower than before with her new found relaxation, Apple Bloom’s breaths began to grow much deeper and heavier as he continued. The sensation she was receiving still felt as odd as what she had received when he suckled upon her teats, if not even odder, but at the same time, it felt good. She did not want it to stop. She wanted it to go on and on.

Butterscotch’s licks began to grow even deeper once a trace of sweetness began to fill his mouth, along with an added moistness upon his tongue. Her marehood also seemed to be relaxing and opening up. Her lips gave way more easily to him, and he began to feel the warm slipperiness of her insides gliding across the center of his tongue. He knew it was his cue to do more. Stopping halfway through another lick, he slowly and gently pushed his tongue into the warm, snug dampness of her tunnel.

“Ah,” Apple Bloom gasped at the sudden intrusion, although it was not a gasp of pain or surprise, but a gasp of pleasure. Her face
grew red and heated as he continued to push the length of his tongue inside her tight but slippery tunnel. “Th-that feels really good,” she moaned softly, her lower half beginning to squirm beneath his grasp. He gave her marehood a sloppy but loving kiss as his lips made contact with its surface. As he had upon her entrance, he moved his tongue up and down, exploring her now dripping insides. A small amount of her sweet juices began to trickle out over his lips and into his mouth. He gulped it down happily before moving his tongue horizontally rather than vertically. This caused Apple Blooms heavy breaths to turn into soft, pleasurable moans.

As he continued his motions, he positioned his tongue so that it pushed in at a more downward angle. The reason for this was so that the bottom of his tongue glided back and forth across her clitoris which had grown large and swollen with pleasure. Apple Bloom’s moans grew louder with the added pleasure, and her hind legs kicked softly as she grinded her hips to his motions. “Gah-ah,” she sputtered out, her mouth hanging open and her eyes clinched shut as the pleasure overtook her. Butterscotch moaned blissfully as more of her young juices trickled into his mouth, sending a vibration through her insides. Apple Bloom’s head pressed back harshly against the soft cushioning of the couch as her body tensed, pulsations of energy and pleasure rushing through her entire body. With a loud gasp from the filly, Butterscotch’s eyes widened with surprise as her juices squirted out upon his muzzle and down his throat. “Wow…” she panted softly her body still shuddering slightly. “Wh-what’d ya do?”

“I made you cum,” he said with a loving giggle as he pulled away.

“Fillies can cum too?” she asked, craning her neck so that she could see him.

“Mhm, now it’s your turn,” he said with a smile. He maneuvered himself from his stomach onto his back, resting it against the opposite arm of the sofa and spreading his legs wide for her. His large cock stood before her, daunting to such a small filly. A large drop of pre sat upon its tip. He was already excited and eager for more.

Apple Bloom struggled to sit up, her body still shaky from her first orgasm. “Okay,” she said hesitantly as she scooted closer to him and then sat herself up more straightly so that she could look down over the jutting cock. “So ah just go ahead and, uh, put it in my mouth?”

Butterscotch could see the fear in her large, round eyes. “You can start by just licking if it makes you more comfortable,” he said softly, stroking his hoof across her soft mane.

“Yeah, ah think ah’ll do that,” she said with a nod. “Ah don’t even know how ah’m gonna fit it all in there.”

He moved his hoof to her ear. “Well, we’ll see. You don’t have to put it all in anyways.” She bent her muzzle forward, her eyes locked onto what was before her and her mind set to the task. Giving the tender tip one soft lick, the strand of precum latched onto her tongue and stretched out into a strand before snapping and heading into her mouth. She smacked her lips together as she tasted the strange fluid and then gave him another lick, this time a bit lower. Butterscotch’s cock flinched lightly as her tongue drug its way slowly across his shaft. She noticed that the skin itself had a taste, salty but much fainter the fluid she had swished around in her mouth. Her licks grew quicker and stronger, pushing his cock back with the force she put in. “Ah, you’re doing good,” Butterscotch said softly, stroking her mane once more.

“Should ah start sucking now?” she asked with a nervous gulp, swallowing down the saliva that had built up in her mouth.

“If you’re ready,” he replied sweetly, even though inside he was struggling to hold back his desire for more. He knew he could not force it; that was wrong and even more importantly, it could cause her to stop.

“Ah think ah am,” she said, her face returning to its concentrated state. She leaned forward once more, cupping her soft lips around its head. Butterscotch moaned excitedly in response, his petting upon her head growing deeper and more passionate.

“T-try using your tongue too,” he grunted out. In response, she drug her tongue quickly back and forth across his tip, causing his body to shudder with pleasure. She looked up to him as if awaiting a response, telling her whether or not she was doing it right. By the blissful look upon the stallion’s face, she knew she was. “Okay… now try putting a bit more in.” She did as he asked, sliding over an inch of his length into her small, tight mouth. “If you can put it in deeper, go ahead, but if you’re not comfortable with that, it’s okay. Just try moving up and down.

Butterscotch gasped out a moan as she did as he asked, sliding a bit more of his length into her mouth and gently bobbing up and down, soaking his upper shaft with her glistening saliva. Of course, Butterscotch had never before received anything close to what the filly was giving him and was unsure if she was even doing it right, but he figured it was a better experience than most. Her mouth was so small and tight, the perfect fit for his eager cock. Her smooth cheeks glided easily across the edges of his shaft and the longer she went, the more saliva dripped from her mouth and down over the rest of his length.

“Could you, um, please just try going a little deeper,” he asked lustfully, patting her head in encouragement. Apple Bloom placed two hesitant hooves upon his inner thighs for balance and slowly slid more and more of his cock into her mouth. Her body then convulsed as his tip pushed against her uvula. She pulled away hacking, saliva dripping down her chin and neck. “Ah… ah don’t think ah can go any deeper…” she said worriedly.

“It’s okay, it’s okay…” he said with a sigh. He knew he should have told her that she should only go as far as she could, but he wanted more. “You’re just a bit too tense, try relaxing your throat. Now you know what it’ll feel like.”

“But what if the same thing happens again?” she asked weakly.

“Um… well, I don’t think it will. Just go slow and relax. It’ll be fine… I, uh, think.”

Apple Bloom sighed heavily but knew how much she wanted to pleasure the stallion, especially after all he had done for her. “…Alright.” She steadied her hooves upon his thighs and bent forward once more, her mouth upon wide and her teeth showing slightly. His cock easily slipped into her mouth, back to where it had been before she gagged. She hesitated a moment before pushing it in further. A reflex of pain and shock rushed through her body as it slid past her uvula once more. She struggled to hold back her gags. Her eyes clenched shut as she pushed it in even deeper. She could feel it pushing against the back of her throat and she had not even put half of it in her mouth. Letting out as much of a sigh as was possible with her mouth filled, she pushed it in even deeper, gagging slightly as it began to curve down into her throat. It felt wrong. Nothing was supposed to fit in her throat like that, yet she still wanted to please him. She pulled away with a gasp, her lungs running low on air.

“Good… girl,” Butterscotch panted lovingly as his cock plopped out of her mouth. He flinched slightly as another drop of precum appeared upon his tip. “You’re doing great. Move up and down and it’ll be perfect. Actually, try sucking bit too if you want. I think it’ll make it feel even better.”

Apple Bloom nodded her head, heaving but pleased with his reaction. She thrust her mouth over his cock once more, sliding it back into her throat. She then pulled back up to his tip, her eyes turning up to him for more encouragement. “Oh, yes, that’s perfect. Now just start sucking.”

She sucked in a breath of air, her cheeks growing tight around his girth. The rigged roof of her mouth pressed down upon the top side of his shaft while her tongue created a soft cushioning for the bottom. Butterscotch moaned lovingly as the combined textures and sensations glided up and down close to three fourths of his length. “Yes,” he moaned in excitement, his legs shuddering and his hips moving with her motions. “G-go faster please.” She nodded slightly, his cock bobbing up and down in her mouth. After the short pause she did as he asked, the movement along his shaft growing quicker and harder. Even though she could not fit all of his stallionhood inside her mouth, he was sure he was experiencing full pleasure from the young filly’s blowjob.

Pleasure rushed through his crotch with each of her motions, and his body grew weaker and stiffer by the second. Apple Bloom could feel his cock flinching and pulsating within her mouth; it even seemed as though it was getting warmer. The pets of his hoof upon her mane grew more shaky and halfhearted, but the moans, pants and groans expelling from his mouth grew louder and louder.

As his head pushed back against the arm of the sofa, and his mouth hung open wide to expel even more sounds of ecstasy, Apple Bloom could feel her own pleasure returning to her marehood. It grinded softly against the couch’s cushioning with her movements, but it was the sounds and movements of the stallion that was getting her off. Perhaps, she thought, even his cock sliding deep into the back of her throat was adding to the pleasure as well. She could feel herself and the couch growing wet with juices, and she moaned lovingly, vibrating the cock in her mouth. Butterscotch groaned loudly at the feeling and his cock flinched more harshly in her mouth.

“Oh… Apple Bloom… I… I’m going to cum,” he panted out excitedly, wrapping his hooves around her head. “F-faster…” With a loud gasp for air, he instinctually pushed her head down further, sliding his cock deeper into her throat than it ever had been before. Apple Bloom’s eyes grew wide as warm thick fluid traveled down her throat in streams. Her body convulsed, his seed entering it without the usual permission of swallowing. Although she could taste nothing but the faint flavor of his member, she could feel the sudden warmth in her stomach as if drinking a hot beverage. Although she felt as though she was going to cough every last bit of it up, she did not, all of it pouring down into her stomach. “I, I’m sorry,” Butterscotch whispered as he pulled his hooves away from her head, allowing her to pull away as well.

Apple Bloom coughed slightly and looked up into his sorrowful eyes, a trace of his leftover cum upon her tongue. She gulped it down and smiled, saliva wetting the fur around her lips. “It’s okay. It didn’t hurt or anything.”

“Oh, good,” he said before sighing in relief, pulling the young filly up onto his stomach, and hugging her close. “That felt so good,” he whispered into her ear. Her cheeks tinged a light pink as she blushed and then gave him a quick peck on the lips.

“You felt good too, ah mean really good. Ah don’t think ah’ve ever felt anything like that before.”

Butterscotch blushed even more deeply than the filly. “You really think I did good?”

She nodded. “Uh huh. So… did ah do better than Sweetie Belle. Be honest with me.”

Butterscotch did not want to offend either of the fillies and was careful with his words. “Well, um, you both did really different things, so I can’t really say who did better.” Although somewhat disappointed with his answer, Apple Bloom nodded her head and smiled. Butterscotch’s blush deepened as a question came to mind. “Is, uh, well, is Scootaloo going to come down too?” he asked, his heart pounding once more. He had already had two orgasms but was still eager for more.

“Yup... she says she’s gonna do even better than me, but ah don’t know about that.”

“Hmm,” Butterscotch mumbled, his eyes turning up to the ceiling. “I guess I’ll have to wait and see about that. How about you go up there and send her down?”

“Okay,” she said with a nod, giving him another kiss, this time on the cheek, before hopping off of his stomach and then down onto the floor. The clunk of her hooves was muffled by the rug beneath them which then turned into small clacks as she moved across the wooden floor and up the stairs to retrieve the final filly.

Chicken Butt is Best Butt

Scootaloo and Sweetie Belle heard the soft patter of Apple Blooms footsteps as she reached the top of the stairs and made her way to the room in which they stood. The two fillies approached the door, eagerly awaiting the story that Apple Bloom would tell.

“So, what happened, what happened?” Sweetie Belle said excitedly, jumping up and down as the door opened.

“A lot,” Apple Bloom replied with a smile, wiping her brow.

“Yeah, sure,” Scootaloo teased, giving her a smug wink. “You gave him a blowjob didn’t you?”

“Uh huh,” Apple Bloom said with a proud smile. “But something else happened before that.”

Sweetie Belle took a step even closer to the filly in the spotlight. “Something? Something like what?”

“Well, ah told him ah was gonna give him a blowjob and he said he wanted to do somethin for me first.”

“Oh?” Scootaloo asked, raising her eyebrow.

“Well, he played with mah marehood like he did with Sweetie Belle… but he used his tongue instead.” She blushed deeply and giggled. “He, uh, he made me cum.”

“Wait… what?” Sweetie Belle squeeled. “Fillies can do that too?”

“It’s different but yeah,” Scootaloo said with a nod, proud of her own knowledge. “And then what?” she asked, turning to Apple Bloom once more.

“Well, then ah gave him a blowjob. Ah sorta gagged a bit at first,” she said shamefully. “But he told me to relax and ah did. His stallionhood slid right down into my throat no problem. I sucked on it and used mah tongue and stuff too.”

“Did you swallow his cum?” Scootaloo asked curiously to which Apple Bloom nodded her head. “Good, cause spitters are quitters.”

“Huh?” Sweetie Belle asked.

“Ponies that don’t swallow stallion cum aren’t good at blowjobs,” Scootaloo explained, figuring she needed to dumb down the question for the innocent filly.

“ Ah didn’t get mah cutie mark though…” Apple Boom muttered, her lips quivering slightly.”

Sweetie Belle beamed. “Still worth it though, right?”

Apple Bloom smiled softly, her stomach fluttering. “ Yup… so now what’re you gonna do, Scootaloo?” Apple Bloom teased as she turned her attention to the pegasus. “Ah already gave him a blowjob.”

Scootaloo laughed. “It’s pretty simple. I’m gonna bang him.” The two fillies looked at her curiously and she sighed. “I’m gonna have sex with him. Real sex. He’s gonna put his stallionhood in my marehood and its gonna feel awesome.”

“Ouch,” Sweetie Belle replied with a grimace. “How is that going to fit inside you?”

“It stretches,” Scootaloo said smugly. “Besides, a little pain isn’t a bad thing.”

“It’s not?” Apple Bloom asked, chuckling to herself.

“Ugh,” Scootaloo sighed, smacking a hoof against her forehead. “You two just don’t get it. It’s not like it hurts that bad. It hurts just right.”

“Whatever you say,” Apple Bloom said in disbelief, giving the filly a halfhearted shrug. Scootaloo rolled her eyes before walking out of the room, her thoughts turning to the task before her.

***

Butterscotch was surprised at how eager he was to continue, how passionate he was for the next filly. He had always liked Scootaloo. She was a lot like his friend Blitz except much smaller and, of course, the opposite gender. He was sure such a cocky filly had something very fun in store for him, and she was a show off at that.

He noticed the rather cheesy and stupid grin growing upon his face as he heard her hooves against the stairs. He quickly wiped it away before she turned the corner and made her way towards him. All that was left of his grin was a half-hidden smirk.

“Um, hey there Scootaloo,” he said, struggling to hold back his grin as he smiled at the filly sweetly. “What-”

“Shut up,” the filly said with a rather amused smirk, even more amused than his own. “You know what I’m here for. I wanna give you even more than the girls. I actually know what I’m doing. Fuck my pussy, Butterscotch. I’m sure you want it, huh? Small, tight, juicy, just perfect for your big cock,” the filly cooed lovingly, turning and lifting her tail to show off her already dripping marehood. Although soft and tender like the other fillies, it seemed less tight, less innocent as if she had had another inside her before.

“H-how do you know so much about this? Will I even be able to fit my stallionhood inside you?” Butterscotch mumbled, growing nervous.

“Blitz and yeah, you’re pretty close to the same size as Blitz… well, maybe a bit bigger,” she said plainly, looking over her shoulder at him, still shaking her small plot.

“Y-y-you and Blitz…” he paused, letting out a gasp.

“Yeah, that’s how sibling who aren’t really siblings bond. What do you say, wanna be my new brother?”

“Uh… um… I don’t think that’s how it works but yes, I want you,” he muttered out, his face growing red.

“Oh don’t be so shy, ya baby,” she said, rolling her eyes teasingly as her smirk grew even wider. She easily hopped onto the couch, her wings flittering against her sides in excitement. “You wanna do the fucking or me?”

“I, um… well,”

“Me it is,” she said with a sigh, once again teasingly. “Lay down.” She looked at him with a mixture of determination, confidence, and excitement in her stormy purple eyes. She flicked her messy mane to one side of her face and gave him a seductive wink. Butterscotch trembled slightly and laid down, his back once again resting against the sofa’s arm. He shuddered excitedly at the thought of such a small filly having reign over a full grown stallion like himself. His cock, once again having never returned into the protection of its sheath, was growing hard.

With her wings still buzzing, the filly crawled on top of him. Butterscotch gasped as her marehood pushed down against his shaft, her lips cupping around its surface. She let out a soft moan as she began to thrust her hips, causing her small marehood to move up and down his shaft. Her insides glided easily across his skin, leaving a moist trail behind them. The fact that she was already wet meant that she was conditioned; her accounts of doing such things with Blitz had to be true. He knew Blitz enjoyed all things relating to the fun of sex but had never expected him to do so with a filly. Yet, he was doing it himself. In a way, it made him feel better about his actions, since his friend had done them already, but he knew that was no excuse. There was no stopping now. He had already gone so far and did not want to leave Scootaloo out. She would feel bad. He had created an even better excuse to continue.

“Hey, aren’t you enjoying this?” she asked with a huff, noticing the hazy, distant look in his eyes. This snapped him back into reality.

“Oh, yes of course,” he said sheepishly, shaking the thoughts from his mind. The feeling of her warm, wet pussy returned in full force causing him to moan. His cock flinched back into life, growing hard once more. Scootaloo smirked and pushed herself down harder onto his member, making herself moan as she ground her clitoris upon its hard surface.

“Mmm, yeah, you want to be inside me, huh?” Scootaloo cooed, drool dripping down her chin as her small, fit flanks slapped against his crotch. “You’re so big. It’s gonna be awesome.” Scootaloo seemed to be much more into the idea of what the two were about to do than Butterscotch. This made him feel anxious, nervous, yet even more turned on than he was before. The idea of a filly wanting him so badly for the plain enjoyment of sex was both daunting and exciting at the same time.

“Mhm,” he muttered, his face growing red. Even after what he had done with Sweetie Belle and Apple Bloom, he still had never had true sex. He would be losing his virginity to a filly who had already, oddly enough, lost hers before he had. He was glad to do so, knowing that the prideful pegasus would perform everything that she had learned and perhaps even more to show her prowess.

She raised up slightly upon her hind legs and tucked a hoof beneath her, grabbing his cock and holding it up into position. He moaned excitedly as she prodded her dripping marehood against it, barely letting any of his tip push inside her. “Blitz hates it when I do this,” she said with a chuckle. “I bet you do too, huh?” She did not need an answer, not that Butterscotch could give her one anyways. He was too busy groaning at the sensation upon his sensitive tip which eagerly awaited more. His face grew redder by the second, only inciting Scootaloo to tease him even further. “You have to tell me when that you want me,” she stated as plainly as she could without laughing. “Or else its not gonna happen. You want me, don’t you, Butterscotch? I’ve seen the way you look at me. Do you have fantasies about me? I bet you do.”

Butterscotch trembled with embarrassment. He had always thought Scootaloo was attractive with her tomboyish attitude and looks, even if he hated to admit it to himself, but on that night everything was different, everything had changed. “Y-yes…” he muttered out in a gasp. “I… I want you so bad, Scootaloo.”

“Heh, thought so,” Scootaloo teased, licking her lips. Biting her lip and buzzing her wings once more, she thrust downward and moaned painfully as she forced her tip in with a pop. With her whole body trembling, she pushed inch after inch inside her. Butterscotch moaned in bliss, his eyes rolling into the back of his head before falling shut. Her insides were so incredibly tight, squeezing each inch that made its way inside. They were dripping wet though, providing some ease for passage.

“Agh, feels so good,” the filly groaned loudly, saliva bubbling at her lips. “Hurts, but the good kind.”

Feeling something off, Butterscotch blinked his eyes open to see a small amount of Scootaloo’s blood dripping down his cock. “Oh… oh no, are you okay?” he asked fearfully, his eyes growing wide and his body freezing. Scootaloo looked down and then back to him, giving him a shrug.

“Just a bit of blood,” she said without concern. “Happens every time I do it with Blitz too. “Besides, I kinda like a bit of pain. Makes it feel that much more awesome.” Butterscotch shuddered, realizing how much Blitz had corrupted the filly’s mind. It was not like he could change that though. Telling her that it was not the smartest idea would only make her angry. Along with that, they had already gone too far too far to stop. At least he knew he did not want it to end. Though it seemed like Scootaloo did not either.

“…Okay,” he said somewhat hesitantly, letting out a sigh to help himself relax and enjoy himself once more. He watched almost fearfully as she pushed his member deeper and deeper inside of her, her insides seeming to grow tighter the further in he traveled. Saliva dripped from the sides of her mouth as she dug her hooves into his chest. He was sure he could see his cock pushing her stomach out from the inside, but it all seemed much too surreal. Perhaps, he thought, he was simply imagining things. She came to a sudden halt, letting out a short gasp. Butterscotch was unsure of whether it consisted of pain or pleasure. She had experience, and he could tell. Although she did not have all of his length inside her, she had still stopped, knowing when not to push it in too far.

“You ready for this?” she asked proudly, giving him a confident wink. He nodded his head softly and then moaned as pleasure pulsated through his lower half. Her incredibly snug tunnel moved up and down his shaft, wet enough to glide across it, but tight enough to tug and pull. Scootaloo moaned loudly, her eyes clamped shut as the smooth motions of her hips moved her back end up and down.

“Ah!” Butterscotch gasped in ecstasy, strands of saliva connecting the roof of his mouth to his tongue as it opened wide. Scootaloo’s confidence grew as she felt the stallion beneath her trembling at her actions, his hips thrusting and his legs gently kicking on occasion. Her eyes lazily opened and observed the nervous actions of Butterscotch’s shaking hooves. They were raised slightly away from the cushioning beneath them, hovering beside her flanks.

“You can touch all you want. You’re way too polite sometimes, ya know that?” she huffed, almost in anger.

“Oh… okay,” he muttered beneath his breath and gently clasped the small flanks in his hooves. He knew Scootaloo was an active filly, but was surprised to find how much it did for her young body. Her flanks were much tighter than the previous fillies’, well rounded with developing muscle. Although not as pillow-esque as the previous flanks he had so lovingly massaged, he did find their perfect curves and strong muscles more than pleasing.

“Squeeze harder, you wimp,” Scootaloo teased, grinding her hips more lovingly against his cock. He did as she asked, pushing her tight flanks together with his hooves and deeply massaging their surface. “Uh huh, that’s better,” she groaned in pleasure. Butterscotch noticed her movements growing faster and more fluid. He could tell she was getting even wetter and that her passage was loosening ever so slightly. It had loosened enough that she could move her way over his sensitive tip, causing it to flinch and pleasure to rush down his shaft before easily sliding her way back over its wider surface, allowing smooth re-entrance.

His eyes moved their way from her flanks to her inner crotch, watching the stretched lips of her marehood glide up and down his cock. Upon his cock was a pinkish mixture of her leftover blood and ever increasing juices, bubbled slightly from her quick movements. Too entranced by the sight before him, Butterscotch barely noticed the movement of his hooves upon Scootaloo’s flanks, slowly moving inward. It was not until he felt the soft but wrinkled skin of her tight anus that he froze, his face growing red.

“Like plotholes, huh?” the filly asked with a smirk. “Ya know…” she said with a teasingly sheepish look upon her face. “I’ve never been fucked there before, and I really want to try it.”

“You, you do?” Butterscotch mumbled, his lips trembling at the thought.

“Uh huh? Wanna be my first?” Butterscotch could tell that such a thought excited her, her motions growing even faster and harsher. He groaned at the pleasurable sensation, his hooves massaging her hole more vigorously.

“Y…ye….yes,” he managed to let out between heavy pants.

“Agh,” Scootaloo grunted blissfully, her body trembling violently before it tensed. She let out a long moan as her juices splattered out over his cock and onto his crotch. “Mmm…mmm,” she muttered weakly as she finished, biting down hard upon her lower lip. “I…I came before you did…” she said, blushing lightly in embarrassment. “Blitz always finishes before me,” she huffed. “You’re good, better than I thought you would be at least.” Butterscotch nodded his head and smiled softly at the compliment. He could have explained that after already having orgasms with Sweetie Belle and Apple Bloom, it would take longer for him to do so again, but figured there would be no harm in not telling. “Bet you can’t last until I cum again though, huh?” she teased, her confidence returning. “Unless anal makes it quicker or something. I don’t know, never tried it like I said… let’s do it,” she said in a burst of excitement.

Butterscotch gasped slightly as she pulled her dripping marehood away from his cock, her juices trickling down his shaft. She weakly rolled over onto her stomach and raised her backside into the air. Lifting her tail, she revealed the mess upon and around her marehood, her fur glistening wet in the light of the room. Above it was the tight entrance of her anus, completely untouched and innocent besides the few moments of massage Butterscotch had provided for it. “Take over,” the young filly commanded, gently shaking her perfect flanks. “I want you to rut me good.”

“I, um, well,” Butterscotch muttered, not expecting to be forced into taking the lead with such a brash pony like Scootaloo.

“C’mon… do it,” she said with impatient sigh. Even if he was taking the reins, Scootaloo was certainly still in charge.

“Y-yes, okay,” he mumbled nervously as he shakily crawled over top of her. He quickly realized how awkward the position would be considering he could not use her body for any form of support since his easily engulfed hers. He would not admit it though. She was stubborn and would not be willing to change her position anyways. He curved his head downward, awkwardly looking over Scootaloo’s messy mane to determine the position of his cock and where it needed to go.

“Why are you taking so long?” she grumbled, her eyes darting up to his own.

“J-just… hold on,” he muttered in embarrassment, sweat beading up upon his forehead. He moved a hoof down between the two of them and shakily grabbed his cock, positioning it where he hoped her entrance was. He leaned in slightly and prodded, feeling only fur.

“Uh… what are you doing?” the filly asked impatiently.

“I...I can’t see where I’m going,” he muttered.

“To the left…” she said with a sigh. He did as she asked, slightly positioning his cock more to the left. This time his cock pressed into her marehood, causing her to moan slightly.

“W-wrong hole,” she grunted. He sighed shakily and pulled away, moving his cock upward. Finally, after what to him seemed like minutes of awkward confusion, his tip prodded against her wrinkled entrance. He pushed slightly harder but nothing happened. This hole was much tighter compared to her marehood, pressing back against his cock with equal force, not easing for any sort of entrance.

“Harder,” Scootaloo grunted, her face growing red at the strange sensation. He did as she asked but still nothing came of it. “Come on, you can do better than that.” With another nervous sigh, his eyes fell shut and he thrust his cock forward at lightning speed, pressing it harshly against the tight hole. The two gasped in unison as his tip suddenly popped inside, the force of his thrust causing another inch or so to make its way inside of her. “Nnngh, it hurts,” Scootaloo groaned, spit sputtering from her mouth.

“Do you want me to stop?” he asked in fright, his body freezing.

“Of course not, stupid. Just… just start slow.”

Butterscotch could not stop himself from grunting as the tunnel before him squeezed tightly around his shaft, even tighter as he attempted to push in further. He was amazed by how much force he still had to put into his hips to make any kind of progress. She felt amazing, it was as if he was already going to orgasm at any second, the tightness of her hole attempting to milk him dry. With his stomach resting upon her back, his grunts vibrated through her body and she watched as his front hooves shook before her. She too grunted at the unnatural sensation. It felt as if nothing was supposed to be inside her in such a way, so much so that her body seemed to be fighting against it. At the same time, it felt good, like the good kind of pain she felt in her marehood except much more extreme. She both craved more and wanted it to end. The deeper he went, it seemed, the larger the pleasure grew. She wondered how deep he could go but worried of its consequences.

Butterscotch was once again surprised, this time by how deep he could go, inch after inch of his cock pushed its way inside her with fairly good amount of ease if the tightness was not taken into account. He moaned at the sensation of his length being squeezed tighter and tighter the more he pushed in. Scootaloo let out a soft sigh, growing somewhat more comfortable with the feeling and immediately noticed the sudden ease of tension in her backside. Butterscotch noticed as well, his cock slipping inside her more easily. It was not long before all of his length had made its way inside the filly’s tiny hole. “Wow…” he muttered.

“Huh?” she asked turning her eyes up at him once more.

“You did it… you fit all of me in you.”

“I did? I… I mean, yeah of course. I totally could have done that with my marehood too. I just didn’t want to.” She blushed lightly and smiled proudly, more to herself than him.

“Still want me to go slow?” he asked as he began sliding his cock back out. Scootaloo’s face contorted at the sudden, seemingly much quicker redaction.

“Y-yeah,” she muttered, trembling slightly. Not wanting to slip out and repeat the same awkward process he had when he started, he began pushing back in long before his tip returned to her entrance. Scootaloo grunted, this time with pure pleasure. “It… it feels good,” she said excitedly, surprised by the sudden change. Her legs trembled and she could feel her marehood growing wet once more. “Really good. Go faster now… just a little.” Butterscotch nodded his head and smiled down at her as he repeated his motions, this time only slightly faster. He could tell that his motions were still not fluid and hoped that it did not bother the filly; it was his first time after all. Maybe once he grew used to the motions, it would become easier, he thought.

After a few of his slow, pumping motions, Scootaloo once again encouraged him to go faster. Due to the eagerness in her tone, he did not hesitate to increase his speed. With the quickened pace, his motions did indeed seem to grow more normal. Her insides seemed to be growing used to his cock as well, giving way much more easily to its girth and length than it had previously. This allowed him to thrust even more quickly and smoothly.

Scootaloo moaned and groaned in passion, drool once again dribbling from her chin. Perhaps the sensation of his stallionhood rubbing, pulling, and stretching at the insides of her rectum felt even more pleasurable than when it was inside of her marehood. The sensation of his weight pushing down against her small body with each of his thrusts added to the pleasure. She felt as if she was a toy being used for his enjoyment, and for some odd reason, it turned her on, even if she did not understand it. “Harder,” she grunted beneath her breath. “I want more!”

Butterscotch nodded his head in agreement, even though her eyes were clamped tightly shut. Her legs collapsed beneath her with the force of his thrusts, compelling him to fall forward as well, nearly crushing the filly beneath his weight. He knew it was exactly what she wanted and that he could not stop until he was finished. Scootaloo groaned loudly as his cock slammed deep into her canal, his balls slapping against her marehood. She could feel her body growing numb, the only feeling, growing more extreme, was in her backside and one of her hooves. It forced its way beneath her, instinctually cupping around her marehood. Her groans turned into loving moans as she rubbed it in a circular motion, her juices gushing out from between her lips.

Butterscotch’s cock tickled with pleasure and the muscles in his legs and flanks began to tighten with each of his thrusts. His moans grew as loud as Scootaloo’s as the tickle turned into a fierce rush of pleasure. His motions grew even harsher, pushing the weak filly’s body into the cushions as he continued to rut her tiny hole. “I’m going to… mmmpf,” Butterscotch groaned, clenching his teeth together as his legs trembled once the pleasure grew even more intense.

“Me too!” Scootaloo gasped beneath her breath, her hoof creating a sloshing noise as it glided effortlessly up and down her slit. Butterscotch’s eyes grew wide as her insides suddenly clenched even more tightly around his cock as her hot juices splattered out onto his crotch. Scootaloo gasped as she felt his cock pulsate violently inside her tightened rectum and his warm seed expelled into its depth. She could feel her hole quickly filling up and grunted as his cum began to spurt out from between her anus and his shaft. Butterscotch pulled out with a heavy pant and the filly sighed lovingly as his thick goo emptied out of her and onto the couch.

“Oh….oh, wow,” Butterscotch sighed, struggling to stand in an attempt to free her. She sighed once more as she rolled over onto her back, a large, content grin upon her face.

“That was… awesome!” she gasped, looking up at him with sparkling eyes. He looked down at her wet, engorged marehood and the wide gaping hole beneath it and smiled, turning his eyes back up to her.

“Oh, yes. You felt absolutely amazing.”

“Yeah, I knew I would,” she said with a wink, her cheeks growing pink.

“Now… I have to ask you something very important,” Butterscotch muttered shyly, his face growing red.

“Huh… what?” she asked, raising an eyebrow.

“Please don’t tell anypony about this besides Apple Bloom and Sweetie Belle, okay?”

“Yeah, no problem. I did the same for Blitz so, ya know, I have experience.”

“Good…actually,” Butterscotch said with a smirk. “I guess maybe you could tell Blitz too. I’m sure he’d be jealous.

“Heh, yeah a bet,” the filly said with a giggle. “He’s never made me cum twice in one go before.”

Butterscotch chuckled. “Exactly. Anyways, I think we’re all going to need a bath tonight. How about you and the girls get ready, and I’ll be up in a minute to see if you need any help with the water, okay?”

“Okay,” she said with a smile before rolling over onto her stomach and then hopping down onto the floor. He watched in embarrassment as the filly waddled away, her legs wide and weak from what he had done to her. Her tight flanks were still as blank as they had been before.

“It looks like you didn’t get your cutie mark,” he said in an empathetic tone.

“Yeah,” she said, turning to him with a smirk, “didn’t think I would. I just wanted to have some fun.” He smiled in response and continued to watch her perfect flanks flex with her movement as she made her way to the stairs.

Butterscotch sat up and rested his head against the back of the sofa while letting out a sigh, one of both exhaustion and joy. The thoughts of each of the adorable fillies and what they had done together that night rushed through his mind. It would be a night he would remember for the rest of his life, whether that be because of regret for preforming such immoral actions with fillies so young, or because it had to be the best experience he had ever had. He also knew that such an experience, no matter how much it excited him, could never be spoken of around any pony besides the three fillies, of course, and perhaps Blitz who seemed to have the same interests. For the time being, he was grateful to have been able to experience the wonders of sex with such cute ponies and that he was brave enough not to back away.

***

Elusive planted three gentle knocks upon the door of Butterscotch’s cottage, its wooden surface glowing in the morning sun and birds chirping in the surrounding trees. To his surprise, the door opened immediately, the three smiling fillies standing in neat row, Butterscotch behind them, his eyes covered by his mane.

“So, how was your night?” Elusive asked, the fillies acting eerily polite and overjoyed.

“It was good,” Apple Bloom replied.

“Alright,” Scootaloo corrected with a rather fake shrug.

“What did you end up doing? You didn’t worry or bother Butterscotch too much with your ‘crusading,’ did you? Were you trying for anything specific this time?” Elusive questioned, giving Butterscotch a smile.

“Um… well,” he muttered nervously.

“We…. were… wrestling?” Sweetie Belle said with a sheepish smile.

“Yup, we were trying to get our cutie marks in wrestlin’,” Apple Bloom confirmed with a nod. The fillies all nodded their head in unison with Butterscotch smiling nervously in the background.

“Ugh,” Elusive revolted with a grimace. “How uncivilized. I’m certainly glad you didn’t get them. Anyhow, I have to get back to a new order, so let’s hurry you girls home, shall we?” Butterscotch chuckled beneath his breath while his heart pounded. He was sure his friend would be much more disgusted if he knew what the “wrestling” consisted of.